PwC's accounting podcast

In each episode of our 2023 SEC comment letter trends series, our guests bring you the latest themes in comment letters from the SEC’s Division of Corporation Finance.

This week, host Heather Horn is joined by PwC Deputy Chief Accountant Beth Paul to discuss the rise in SEC comment letters on business combinations and share insights for preparers on how to avoid the common pitfalls. 

In this episode, you’ll hear:

• 2:35 - Insights into the increase in comment letters related to business combinations, including sector observations
• 6:34 - An overview of the themes and trends in comment letters related to business combinations
• 11:44 - A deep dive into SEC staff comments as well as reminders on disclosure and filing requirements, including significance tests and pro forma reporting
• 21:07 - A summary of comment letter trends related to fair value 
• 23:22 - Considerations on goodwill impairment tests and market cap reconciliations
• 29:32 - Final advice for preparers dealing with business combinations

Want to learn more? Check out our analysis of SEC comments on business combinations, as well as our Business combinations and Financial statement presentation guides. Also, listen to a previous podcast on business combination accounting.  

Beth Paul is a Deputy Chief Accountant in PwC’s National Office responsible for a team of consultants that specialize in business combinations and related areas, such as consolidations, disposals, impairments, and segment reporting.

Heather Horn is PwC’s National Office thought leader, responsible for developing our communications strategy and conveying firm positions on accounting and financial reporting matters. She is the engaging host of PwC’s accounting and reporting weekly podcast and quarterly webcast series. With over 30 years of experience, Heather’s accounting and auditing expertise includes financial instruments and rate-regulated accounting.

Follow PwC’s accounting podcast on your favorite podcast app for future episodes in this SEC comment letter series, and subscribe to our weekly newsletter to get all of our thought leadership.

Transcripts available upon request for individuals who may need a disability-related accommodation. Please send requests to [email protected].

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The Task Force on Climate-related Financial Disclosures (TCFD) framework serves as a foundation for the major ESG disclosure frameworks, and also the basis for the California SB 261 climate disclosure rules recently signed into law. The UK first mandated reporting under the TCFD for listed companies beginning in 2021, and as such, there are two years of reports and insights available in 2023.  

In today’s podcast, host Heather Horn sat down with Mark O’Sullivan, PwC UK’s Head of Corporate Reporting, to discuss PwC’s review of the second year of mandatory TCFD reporting for certain companies in the UK, and how insights from this review can help companies looking to start or enhance their climate-related disclosures. 

In this episode, you’ll hear:

• 4:44 - Our review findings for year two of mandatory TCFD reporting in the UK
• 10:12 - Current challenges, including the understanding and expectation gaps faced by companies required to “comply or explain”
• 18:09 - Observations and trends by industry 
• 24:01 - Key takeaways from year two for companies looking to start or enhance their own TCFD reporting
• 30:09 - Regulatory findings from the UK’s Financial Reporting Council (FRC) on metrics and targets
• 34:36 - What’s coming next for TCFD, and its relationship with other ESG frameworks that are becoming mandatory
• 39:39 - Discussion of materiality assessments and the FRC’s recent findings
• 44:30 - Advice for companies preparing for mandatory UK, California, or other ESG reporting rules

Want to learn more about developments in ESG and TCFD? Read PwC UK’s publications, The green shoots of TCFD reporting, and Still early days: A review of year two of TCFD reporting, along with our previous podcast on how TCFD is shaping today’s reporting landscape. Additionally, refer to the FRC’s latest report on its reviews of TCFD disclosures, as well as the FRC Lab’s recent articles on materiality assessments and applications. 

Mark O’Sullivan is PwC UK’s Head of Corporate Reporting. He has more than 15 years of experience advising leading organizations on current and best practices in reporting and the implementation of new reporting strategies to meet the needs of the capital markets. Mark also oversees PwC’s annual review of corporate reporting practices in the FTSE 350.

Heather Horn is PwC’s National Office thought leader, responsible for developing our communications strategy and conveying firm positions on accounting and financial reporting matters. She is the engaging host of PwC’s accounting and reporting weekly podcast and quarterly webcast series. With over 30 years of experience, Heather’s accounting and auditing expertise includes financial instruments and rate-regulated accounting.

Transcripts available upon request for individuals who may need a disability-related accommodation. Please send requests to [email protected].

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In each episode of our 2023 SEC comment letter trends series, our guests bring you the latest themes in comment letters from the SEC’s Division of Corporation Finance.

This week, host Heather Horn sat down with PwC National Office partner Mike Coleman to discuss common issues noted in the SEC staff’s comments on revenue, and why it consistently remains a top area of focus.

In this episode, you’ll hear:

• 2:03 - An overview of comment letter themes related to revenue and a discussion of the prominence of revenue in financial reporting
• 6:53 - Key considerations in determining performance obligations and the significance of judgments made
• 14:19 - Insights on the continued focus on revenue estimates, including challenges related to recognizing variable consideration and determining standalone selling prices when estimates are embedded in transaction prices
• 20:46 - Common pitfalls with revenue disclosures
• 27:26 - Important reminders on principal-versus-agent considerations
• 30:54 - Sector-specific insights and trends and the value in competitor benchmarking 
• 35:48 - Best practices for preparers on avoiding or responding to SEC staff comments on revenue

Want to learn more? Check out our analysis of SEC comments on revenue, as well as our Revenue guide. Also, listen to a previous podcast on trends in revenue more broadly and read our guide on accounting for revenue.  

Mike Coleman is a partner in PwC's National Office with over 30 years of experience. Mike specializes in accounting for revenue and software arrangements and has served technology clients for much of his career. In addition, Mike has represented the firm on the AICPA Software Task Force.

Heather Horn is PwC’s National Office thought leader, responsible for developing our communications strategy and conveying firm positions on accounting and financial reporting matters. She is the engaging host of PwC’s accounting and reporting weekly podcast and quarterly webcast series. With over 30 years of experience, Heather’s accounting and auditing expertise includes financial instruments and rate-regulated accounting.

Follow PwC’s accounting podcast on your favorite podcast app for future episodes in this SEC comment letter series, and subscribe to our weekly newsletter to get all of our thought leadership.

Transcripts available upon request for individuals who may need a disability-related accommodation. Please send requests to [email protected].

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The European Union (EU) has ushered in a new era of sustainability reporting, as the Corporate Sustainability Reporting Directive (CSRD) is now effective. With impacts to both EU and non-EU headquartered companies, now is the time to understand the reporting requirements of this sweeping new regulation. 

Continuing our CSRD series, this week we discuss the topic of “double materiality,” which represents the intersection between impact materiality and financial materiality. In this episode, Heather Horn is joined by Cécile Saint-Martin, PwC’s Global ESG Assurance Leader, to go over this critical element in determining the applicable impacts, risks, and opportunities, as well as extent of disclosures under CSRD.

In this episode, you’ll hear:

• 3:09 - Lessons learned from legacy reporting under the Non-financial Reporting Directive (NFRD), the predecessor to CSRD
• 4:32 - Introduction to double materiality 
• 10:17 - Examples of the double materiality assessment for specific topics
• 17:29 - The interplay between ESRS and other standards and the double materiality assessment
• 24:53 - Evaluation of double materiality with a governance and strategy lens
• 26:52 - Stakeholder considerations
• 31:28 - Steps for identifying material matters
• 39:24 - Advice on aggregating information for process disclosure and reporting purposes
• 44:09 - Next steps and recommendations for preparers

Looking for more information on the CSRD and reporting requirements? Check out our publications Worldwide impact of CSRD - are you ready? and Take the next step - decide how to report under CSRD for further details. Additionally, follow this podcast on your favorite podcast app for future episodes in this CSRD spotlight miniseries, and subscribe to our weekly newsletter to get all of our thought leadership.

Cécile Saint-Martin is PwC’s Global ESG Assurance Leader, leading the firm’s global initiative to deliver high quality and relevant assurance over ESG reporting. Based in France, she has executed assurance engagements on European corporations, and currently leads interpretation and implementation efforts on CSRD. Cécile has over 25 years of experience at PwC, also serving as an audit partner on global accounts within the Industry & Services sector.

Heather Horn is PwC’s National Office thought leader, responsible for developing our communications strategy and conveying firm positions on accounting and financial reporting matters. She is the engaging host of PwC’s accounting and reporting weekly podcast and quarterly webcast series. With over 30 years of experience, Heather’s accounting and auditing expertise includes financial instruments and rate-regulated accounting.

Transcripts available upon request for individuals who may need a disability-related accommodation. Please send requests to [email protected].

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In each episode of our 2023 SEC comment letter trends series, our guests bring you the latest themes in comment letters from the SEC’s Division of Corporation Finance.

This week, host Heather Horn sat down with PwC National Office partner Kevin Vaughn to discuss the SEC staff’s continued focus on non-GAAP measures, the area with the highest number of comments.

In this episode, you’ll hear:

• 3:06 - The significance of non-GAAP measures and why they continue to be a focus area for the SEC
• 7:50 - Updates on new and amended compliance and disclosure interpretations (C&DIs) related to non-GAAP measures and their impact on comment letters
• 18:19 - Advice for preparers when responding to SEC staff comments
• 20:08 - Insights on pervasive comment letter themes, including:
  • 20:27 - Undue prominence of non-GAAP measures
  • 21:40 - Reconciliation of non-GAAP measures and the differentiation between recurring and non-recurring expenses
• 27:10 - Other top comment letter themes in non-GAAP comments, including nature of non-GAAP adjustments, disclosure requirements for non-GAAP measures, and labeling and identification of non-GAAP measures
• 35:23 - Recent enforcement actions related to non-GAAP measures
• 37:52 - Final advice on non-GAAP measures ahead to year-end reporting

Want to learn more? Check out our analysis of SEC comments on non-GAAP measures and our publication on non-GAAP, which includes links to the updated C&DIs. 

Kevin Vaughn is a partner in PwC’s National Office. Prior to joining PwC, Kevin was senior associate chief accountant in the Office of the Chief Accountant (OCA) at the SEC where he spent almost 20 years focusing on complex financial reporting and technical accounting issues.

Heather Horn is PwC’s National Office thought leader, responsible for developing our communications strategy and conveying firm positions on accounting and financial reporting matters. She is the engaging host of PwC’s accounting and reporting weekly podcast and quarterly webcast series. With over 30 years of experience, Heather’s accounting and auditing expertise includes financial instruments and rate-regulated accounting.

Follow PwC’s accounting podcast on your favorite podcast app for future episodes in this SEC comment letters series, and subscribe to our weekly newsletter to get all of our thought leadership.

Transcripts available upon request for individuals who may need a disability-related accommodation. Please send requests to [email protected].

Did you enjoy this episode? Text us your thoughts and be sure to include the episode name.

The European Union (EU) has ushered in a new era of sustainability reporting, as the Corporate Sustainability Reporting Directive (CSRD) is now effective. With impacts to both EU and non-EU headquartered companies, now is the time to understand the reporting requirements of this sweeping new regulation. 

Continuing our CSRD series, this week we dive deeper into the EU’s “green” taxonomy regulation, which requires disclosure of certain metrics related to a company’s environmentally sustainable activities as early as 2024. In this episode, Heather Horn welcomes back PwC Germany senior manager Martin Schönberger to address common questions related to interpretation of the rules, eligibility of the activities, and calculation of the metrics as they apply to non-financial services companies. 

In this episode, you’ll hear discussion of:

• 2:32 - The evolution of EU green taxonomy reporting from the original two objectives to the current six
• 12:15 - Using the promulgated reporting templates as a tool to align activities to the taxonomy
• 19:29 - Timeline for assurance requirements
• 21:46 - “Eligible” versus “aligned” activities
• 25:27 - The importance of educating and involving the procurement function and value chain participants
• 33:10 - Challenges in reporting key performance indicators (KPIs)
• 38:09 - Potential pitfalls in disclosures related to planned and aligned activities for sustainable capital expenditures
• 50:02 - What’s coming next for taxonomy reporters

Looking for more information on the EU Taxonomy? Check out the European Commission website for the official legislation and released delegated acts. For the basics on EU Taxonomy, listen to our earlier podcast episode, CSRD spotlight: Get up to speed on required EU taxonomy disclosures. Additionally, follow this podcast on your favorite podcast app for future episodes in this CSRD spotlight miniseries, and subscribe to our weekly newsletter to get all of our thought leadership, including an upcoming publication on EU sustainability regulations beyond the CSRD that impact non-EU companies, including the EU Taxonomy.

Martin Schönberger is a senior manager in the National Office at PwC Germany, focusing on sustainability reporting. His work includes interpreting the latest regulations from European legislators and developing publications and trainings to communicate thought leadership to practitioners. Martin is also part of the Taxonomy Working Group, which coordinates technical issues regarding the EU Taxonomy within the PwC network.

Heather Horn is PwC’s National Office thought leader, responsible for developing our communications strategy and conveying firm positions on accounting and financial reporting matters. She is the engaging host of PwC’s accounting and reporting weekly podcast and quarterly webcast series. With over 30 years of experience, Heather’s accounting and auditing expertise includes financial instruments and rate-regulated accounting.

Transcripts available upon request for individuals who may need a disability-related accommodation. Please send requests to [email protected].

Did you enjoy this episode? Text us your thoughts and be sure to include the episode name.

Did you enjoy this episode? Text us your thoughts and be sure to include the episode name.

On October 7, 2023, California Governor Gavin Newsom signed into law two landmark climate-disclosure bills that are poised to change the landscape of climate reporting in the United States. Over 10,000 US companies - including both public and private companies as well as subsidiaries of non-US headquartered companies - will be subject to the climate disclosure requirements in the near term.

In this episode, podcast host Heather Horn brings you an audio version of our publication covering the expansive impact of these new laws. 

In this podcast, you’ll hear:

• 1:38 - Background and introduction
• 7:13 - Who would be subject to the new laws, and applicability of AB 1305: Voluntary carbon market disclosures
• 15:44 - Disclosure requirements
• 28:43 - Monitoring
• 31:24 - SB 54: Venture capital diversity disclosures
• 32:34 - What’s next

Refer also to the print version, California's not waiting for the SEC's climate disclosure rules.

Heather Horn is PwC’s National Office thought leader, responsible for developing our communications strategy and conveying firm positions on accounting and financial reporting matters. She is the engaging host of PwC’s accounting and reporting weekly podcast and quarterly webcast series. With over 30 years of experience, Heather’s accounting and auditing expertise includes financial instruments and rate-regulated accounting.

Transcripts available upon request for individuals who may need a disability-related accommodation. Please send requests to [email protected].

With year-end reporting around the corner, we kick off our 2023 SEC comment letter trends series, in which our guests bring you the latest themes in comment letters from the SEC’s Division of Corporation Finance.

This week, Heather Horn is joined by Kyle Moffatt, PwC National Office Professional Practice Leader, to share an overview of the 2023 comment letter trends, a breakdown of the SEC’s review process, and insights into the SEC staff’s key priorities.

In this episode, you’ll hear:

• 2:01 - A breakdown of the SEC review process, including the staff’s current priorities, review timing, and key enforcement actions
• 18:28 - The impact of a potential government shutdown on the SEC’s review process and on the capital markets more broadly
• 22:43 - An overview of the the top SEC comment letter trends in 2023
• 29:14 - Insights into changes in the SEC’s priorities and volume of comment letters, updates on the climate disclosure proposal, and 2024 enforcement priorities
• 34:11 - Key insights into what preparers should focus on, including the importance of “Dear Issuer” letters and reminders for new rules that are effective in 2024
• 39:13 - Final advice for preparers entering the year-end reporting season

Want to learn more? Check out our analysis of SEC comment letter trends. Additionally, follow PwC’s accounting podcast on your favorite podcast app for future episodes in this SEC comment letters series, and subscribe to our weekly newsletter to get all of our thought leadership. 

Kyle Moffatt is PwC’s Professional Practice leader, leading a team responsible for working with standard setters and regulators as well as delivering brand-defining thought leadership and educational materials. He also consults with engagement teams and audit clients on SEC reporting matters. Before PwC, Kyle spent almost 20 years with the SEC, most recently as Chief Accountant and Disclosure Program Director in the Division of Corporation Finance.

Heather Horn is PwC’s National Office thought leader, responsible for developing our communications strategy and conveying firm positions on accounting and financial reporting matters. She is the engaging host of PwC’s accounting and reporting weekly podcast and quarterly webcast series. With over 30 years of experience, Heather’s accounting and auditing expertise includes financial instruments and rate-regulated accounting.

Transcripts available upon request for individuals who may need a disability-related accommodation. Please send requests to [email protected].

Did you enjoy this episode? Text us your thoughts and be sure to include the episode name.

The European Union (EU) has ushered in a new era of sustainability reporting, as the Corporate Sustainability Reporting Directive (CSRD) is now effective. With impacts to both EU and non-EU headquartered companies, now is the time to understand the reporting requirements of this sweeping new regulation. 

Continuing our CSRD miniseries, this week we discuss the EU’s “green” taxonomy regulation, which requires disclosure of certain metrics related to a company’s  environmentally sustainable activities. Under these rules, companies that are in the scope of CSRD will be further required to identify and disclose the extent of their operations that align with the promulgated classification of sustainable activities. In this episode, Heather Horn is joined by PwC Germany senior manager Martin Schönberger to discuss the essentials of the regulation, including an overview of sustainable activities, how to determine whether activities are “aligned” with environmentally sustainable objectives, and disclosure requirements. 

In this episode, you’ll hear discussion of:

• 2:54 - Context of and impetus for the regulation
• 5:11 - Scoping criteria
• 8:34 - Identifying sustainable activities, qualifying conditions, and underlying objectives 
• 15:57 - The importance of considering whether your company engages in eligible activities, regardless of what sector your business is in
• 18:39 - How to consider the “substantial contribution” and “do no significant harm” criteria in aligning activities with the taxonomy
• 29:13 - Disclosure requirements, including reporting of KPIs (i.e., green net turnover, green capital expenditures, green operating expenses)
• 47:04 - Where companies should start on their journey to compliance with the taxonomy regulation

Looking for more information on the EU Taxonomy? Check out the European Commission website for the official legislation and released delegated acts. For a refresher on CSRD scoping requirements, take a listen to our earlier podcast episode, CSRD spotlight: Updates and essentials for preparers, as well as our publication Worldwide impact of CSRD - are you ready? Additionally, follow this podcast on your favorite podcast app for future episodes in this CSRD spotlight miniseries, and subscribe to our weekly newsletter to get all of our thought leadership, including an upcoming publication on EU sustainability regulations beyond the CSRD that impact non-EU companies, including the EU Taxonomy.

Martin Schönberger is a Senior Manager within the National Office at PwC Germany, focusing on sustainability reporting. His work includes interpreting the latest regulations from European legislators, and developing publications and trainings to communicate thought leadership to practitioners. Martin is also part of the Taxonomy Working Group, which coordinates technical issues regarding the EU Taxonomy within the PwC network. 

Transcripts available upon request for individuals who may need a disability-related accommodation. Please send requests to [email protected].

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With increasing costs of living and an unpredictable economic environment, the concept of paying a “living wage” is gaining attention from businesses and governments around the world. As pay adequacy becomes a mandated disclosure for many companies via the European Union’s Corporate Sustainability Reporting Directive (CSRD), paying a living wage is becoming a growing priority for organizations that are focused on creating a sustainable business.

PwC recently published the inaugural Global Living Wage survey to provide deeper insights on this topic and its impact to businesses. In this episode, host Heather Horn welcomes PwC partners Barry Murphy and Paula Letorey to discuss the survey results, market trends, and key steps organizations should take now to prepare for market and regulatory movement.

In this episode, you’ll hear discussion of:

• 4:43 - Why PwC conducted the Global Living Wage survey
• 7:13 - Defining a “living wage”
• 9:45 - Key findings from the survey
• 17:01 - Common challenges to adopting a living wage
• 22:28 - The relationships among living wage, workplace fairness, and pay equity
• 24:58 - Reporting and disclosure considerations
• 28:47 - The impact of suppliers and the value chain
• 31:19 - What investors are looking for in living wage strategy and disclosures
• 36:35 - The role of the finance team in supporting and engaging with the business on this topic

For our findings and takeaways on the survey, check out our publication, Living Wage: An Emerging Standard. Further, check out PwC UK’s Workforce Hopes and Fears Survey for more insights on workforce transformation, trends, and disruptors, and how business leaders are navigating its changing nature.

Barry Murphy is PwC’s Global ESG leader for Tax and Legal Services. Based in the UK, he has 20 years of experience advising clients on their domestic and international tax affairs. He is also focused on driving compliance solutions with a “digital first” approach. 

Paula Letorey is a partner within PwC UK’s Workforce practice. She has over 15 years of experience advising clients on matters relating to employment taxes and broader pay governance and regulation. She has developed robust risk management solutions for areas such as domestic employment tax on a global basis, off-payroll working, national minimum wage, and holiday pay.

Heather Horn is PwC’s National Office thought leader, responsible for developing our communications strategy and conveying firm positions on accounting and financial reporting matters. She is the engaging host of PwC’s accounting and reporting weekly podcast and quarterly webcast series. With over 30 years of experience, Heather’s accounting and auditing expertise includes financial instruments and rate-regulated accounting.

Transcripts available upon request for individuals who may need a disability-related accommodation. Please send requests to [email protected].

Did you enjoy this episode? Text us your thoughts and be sure to include the episode name.