In each episode of our 2022 SEC comment letter trends series, our guests bring you the latest themes in comment letters from the SEC’s Division of Corporation Finance.

Kyle Moffatt, PwC National Office partner, is back in the guest seat with our host, Heather Horn, to share key insights on the #1 top SEC comment letter trend in 2022, MD&A.  

In this episode you’ll hear discussion of:

• 1:27 - The impact of changes to MD&A guidance 
• 8:01 - The types of MD&A comments registrants are receiving
• 11:45 - Who should be involved in telling a company’s story in MD&A
• 14:56 - How the SEC's priorities influence comments in this area 
• 19:41 - The importance of company compliance with the overarching principles of MD&A
• 24:20 - How emerging trends are impacting comment letters 
• 33:12 - Advice for companies as they prepare their year-end filings

Want to learn more? Check out our analysis of SEC comment letter trends and stay tuned for more episodes in the series. For more information on the SEC’s disclosure requirements pertaining to MD&A, check out our In depth on the amended rules and Topic 9 of the SEC’s Financial Reporting Manual.

Kyle Moffatt is a partner in PwC's National Office where he 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].

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In this week's special episode, we cover some key takeaways coming out of the 2022 midterm elections. Host Heather Horn sat down with Michael O’Brien of PwC’s Office of Government, Regulatory Affairs, & Public Policy group to discuss how the midterm election outcomes may impact companies and what we can expect from Congress over the next two years.

In this episode you’ll hear:

• 1:40 - An overview of the outcome of the midterm elections 
• 7:40 - The impact of a split Congress on President Biden’s legislative agenda
• 13:42 - The key points companies should be aware of regarding the outcomes of state elections
• 18:13 - What the results of the midterm elections mean for the SEC and PCAOB’s agendas
• 22:12 - Background on the upcoming Congressional leadership elections and their influence on future legislation
• 28:44 - Ways President Biden might accomplish his agenda with a split Congress over the next two years
• 35:28 - What to expect from the “lame duck” Congress over the next month
• 40:33 - Advice for companies as they navigate the current period of uncertainty

Want to learn more about recent federal actions? Check out our podcast episode on the US government’s proposal on federal contractor climate disclosures.

Michael O’Brien is a Managing Director in the Office of Government, Regulatory Affairs & Public Policy. In his current role, Michael represents the firm and its interests before Congress, the Executive Branch, and Federal regulatory agencies. He has represented the firm on matters related to the implementation of Sarbanes-Oxley and Dodd-Frank, state and federal taxation, and litigation reform.

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].

In each episode of our 2022 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, Heather Horn sat down with Kyle Moffatt, a partner in PwC’s National Office, to discuss the SEC staff’s continued focus on non-GAAP measures and trending comment letter themes. 

In this episode you’ll hear discussion of:

• 1:15 - What non-GAAP measures are and how registrants use them
• 6:41 - The challenges and judgments associated with non-GAAP measures
• 9:32 - How the focus of the current SEC administration impacts the type and volume of comment letters
• 12:03 - The top non-GAAP comment letter trends and the importance of continuously reassessing these measures
• 20:58 - The interaction of current macroeconomic events and non-GAAP measures 
• 27:34 - What companies should focus on when looking ahead to year-end reporting
• 31:12 - Final advice when responding to SEC staff comments on non-GAAP measures

Want to learn more? Check out our analysis of SEC comment letter trends and stay tuned for more episodes in the series. For further information on non-GAAP measures with respect to business and market disruptions, take a look at the SEC Division of Corporate Finance’s guidance on disclosure considerations related to COVID-19.

Kyle Moffatt is a partner in PwC's National Office where he 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.

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This month, the US federal government proposed a rule requiring government contractors to provide certain climate disclosures. In this week’s special episode, Heather Horn was joined by Valerie Wieman to discuss who the rule affects and what the key disclosure requirements are.

In this episode, our guests discuss:

• 1:37 - An overview and history behind the proposed rule
• 4:45 - Certains exemptions to the proposed disclosure requirements 
• 7:44 - The scope 1 and scope 2 GHG emission requirements for all contractors subject to the proposed rule
• 9:17 - The additional requirements for “major” contractors, including climate-related financial risk factors and science-based greenhouse gas reduction targets
• 15:23 - When the federal government expects compliance with the proposed rule
• 17:00 - How this federal proposal compares to the SEC proposal
• 18:45 - Timeline for comments and initial PwC thoughts on the proposed rule

For more information on the proposed rule, see our In brief, GHG and climate risk disclosures proposed for federal contractors.

Valerie Wieman is PwC’s National Office Editor-in-chief. She is involved in the creation, development, and publication of our brand-defining thought leadership, with a focus on ESG reporting. Prior to this role, she was part of PwC’s National Office SEC Services group, helping clients navigate SEC rules and regulations.

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].

In each episode of our 2022 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, Heather Horn was joined by Valerie Wieman, a partner in PwC’s National Office, to discuss a brand new comment letter trend in 2022: climate change disclosures. Given the SEC’s ESG-focused agenda, it is not a surprise that climate takes the #3 spot on our list of top comment letter trends.

In this episode you’ll hear discussion of:

• 0:56 - The history of the SEC’s focus on climate change and the issuance of the “Dear Issuer” letter of sample comments
• 3:57 - The existing 2010 SEC interpretive guidance on climate disclosures
• 8:58 - Specific examples of the types of comments frequently issued 
• 11:53 - Lessons learned from registrant responses to the first round of staff comment letters
• 15:18 - The importance of focusing on the 2010 interpretive guidance until the SEC’s proposed climate disclosure rule is final
• 17:56 - Val’s final advice for year-end reporting

Want to learn more? Check out our analysis of SEC comment letter trends and stay tuned for more episodes in the series. For more information on the SEC’s disclosure requirements pertaining to climate, read Don’t wait until the SEC staff asks you about climate change or listen to the audio version. To learn more about the SEC’s proposed climate disclosure requirements, listen to our podcast on the main provisions of the proposal.

Valerie Wieman is PwC’s National Office Editor-in-chief. She is involved in the creation, development, and publication of our brand-defining thought leadership, with a focus on ESG reporting. Prior to this role, she was part of PwC’s National Office SEC Services group, helping clients navigate SEC rules and regulations.

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.

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Regulators and standard setters around the world have proposed new disclosure requirements triggered by investor demand and, in some cases, designed to inspire efforts to combat climate change. The ESG reporting landscape is dominated by the “big three” proposals released this year: in the European Union (EU) as part of the Corporate Sustainability Reporting Directive (CSRD), internationally by the International Sustainability Standards Board (ISSB), and in the United States by the SEC.

Nearly all public companies are expected to be subject to one or more of these rules, and some may be impacted by all three. Private companies are also likely to need to report in some form whether to investors with enhanced expectations, companies in their value chain, or perhaps mandatorily in jurisdictions like the EU. With final guidance around the corner, the big question is — what should companies be doing now?

In this episode, Heather Horn, host of our podcast series, brings you an audio version of the C-suite summary on preparing for these rules. In this audio recording, you’ll hear why now is a good time for companies to:

• 3:42 - Assemble a cross functional team
• 5:52 - Understand and evaluate ESG reporting requirements
• 9:45 - Inventory existing climate disclosures and related data
• 12:30 - Create a plan to address gaps, and contemplate possible challenges and action items
• 18:24 - Understand what’s next in the implementation of the proposed rules

Refer also to the print version, ESG reporting: Preparing for tomorrow's rules today. 

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]. 

In each episode of our 2022 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, Heather Horn sat down with Jay Seliber, a partner in PwC’s National Office, to discuss key themes noted in segment reporting comment letters. Jay also shared his insights on some of the challenges companies face with segment reporting. 

In this episode you’ll hear discussion of:

• 1:23 - The goal and approach of the segment reporting guidance
• 8:05 - Key themes in comment letters and why segment reporting continues to be an area of focus
• 14:59 - Specific examples of SEC staff comments and key considerations when aggregating operating segments
• 21:32 - SEC staff comments related to entity-wide disclosures and multiple performance measures
• 26:21 - FASB’s proposed changes to the segment guidance 
• 32:26 - Jay’s final advice for segment reporting going into year-end 

Want to learn more? Check out our analysis of SEC comment letter trends and stay tuned for more episodes in the series. For further information on segment disclosures, listen to our Full disclosure podcast and read through our Financial statement presentation guide chapter on segment reporting.

Jay Seliber is a partner in PwC’s National Office. He leverages over 30 years of experience to help clients with their most complex accounting matters, particularly in the areas of mergers and acquisitions, revenue recognition, stock compensation, earnings per share, employee benefits, restructurings, impairments, and financing transactions. Jay is presently PwC's representative on the FASB's Emerging Issues 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.

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.

ESG is a frequent topic of conversation across all industries; real estate is no exception – and it’s a space that impacts most companies, whether as an investor, or an occupant. Tune in this week to hear Heather Horn and Byron Carlock, PwC’s Real Estate practice leader, discuss current market trends and ESG strategy considerations in the real estate sector.

In this episode, our guests discuss:

• 1:46 - Interest rates, inflation, and other key market trends impacting the real estate sector
• 7:58 - Effects of the hybrid work model on companies’ real estate needs and office space transformation plans
• 10:12 - What landlords and tenants look to gain from ESG-focused imperatives
• 14:50 - How infrastructure can enable the environmental benefits of population density
• 19:14 - The lifestyle changes and zoning rule updates that are impacting the real estate industry
• 22:39 - New construction trends and office space strategy considerations at the C-suite level
• 37:32 - How the Inflation Reduction Act may impact the real estate sector
• 39:15 - Final thoughts on ESG and real estate

Want to learn more about developments in ESG? Listen to our Q4 2022 Quarterly ESG webcast, along with our previous podcast focused on ESG reporting within the real estate industry. 

Byron Carlock is PwC’s US Real Estate Practice leader. He brings years of knowledge of and exposure to the various aspects of the real estate life cycle, including the capital markets, acquisitions, M&A, development, dispositions, and capital structuring.

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.

In each episode of our 2022 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, Heather Horn sat down with Angela Fergason, a partner in PwC’s National Office, who shared her insights on the comments on the top line of the income statement, revenue, from the SEC staff to registrants this year.

In this episode you’ll hear discussion of:

• 1:24 - Trends noted in the volume and type of comments on revenue
• 6:04 - The increased focus on judgments made in disaggregated revenue disclosures
• 10:25 - Presentation of revenue and cost of revenue in the income statement 
• 15:52 - The continued SEC staff focus on gross vs. net presentation and identification of performance obligations
• 19:52 - Comments on common industry-specific revenue arrangements 
• 22:54 - Angela’s advice for listeners when looking ahead to year-end

Want to learn more? Check out our analysis of SEC comment letter trends and stay tuned for more episodes in the series. We also have episodes specific to revenue, such as our revenue toolkit podcast miniseries that goes step by step through the revenue recognition model.

Angela Fergason is a partner in PwC's National Office with over 20 years of experience who specializes in accounting for revenue and employee compensation arrangements. She also consults on a range of financial reporting issues impacting technology companies. Angela is a frequent speaker on accounting and financial reporting topics and is a contributor to many PwC National Office publications, including our accounting guides on revenue and stock-based compensation.

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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The US enacted the Sarbanes-Oxley Act of 2002 (SOX) two decades ago. In this special episode, host Heather Horn was joined by Wes Bricker, PwC’s Vice Chair and Trust Solutions Co-Leader for the US and Mexico, and Sandy Peters, the CFA Institute’s Senior Head of Global Advocacy, to reflect on how SOX has impacted the public company reporting ecosystem during that time, and what investors think of the regulatory framework.

In this episode, you will hear them discuss:

• 1:47 - What led to the enactment of SOX
• 9:52 - How management and auditor responsibilities have evolved since 2002
• 14:35 - The increasing importance of transparency for investors
• 21:51 - How SOX enhanced investors’ understanding of the financial reporting process
• 26:34 - How increased scrutiny over data, process, and controls resulted in increase investor confidence
• 36:49 - The evolution of ESG reporting and the importance of trust in ESG disclosures
• 49:25 - The future corporate reporting and importance of internal controls over nonfinancial and “pre-financial” data

Wes Bricker is PwC’s Vice Chair and Trust Solutions Co-Leader for the US and Mexico. In this role he oversees the largest Trust platform in the world, bringing together the firm’s combined Audit, ESG, Digital Assurance, and Tax Reporting capabilities to best help clients as they seek to build trust with their stakeholders. As co-leader, Wes is responsible for the quality of service, excellence in the work performed by over 21,000 partners and staff, developing diverse teams and driving innovation. 

Sandy Peters is the Senior Head of Global Advocacy at the CFA Institute. In this role, she leads the advocacy and regulatory affairs global efforts, including corporate disclosures, financial reporting, accounting and ESG/sustainability. Sandy also serves as a CFA Institute spokesperson to key regulators and standard setters, and works with stakeholders in the policymaking process. 

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.