2023 SEC comment letter trends: non-GAAP measures

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.

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