SEC comment letters – What’s trending in 2024

Nov 5, 2024

Kyle Moffatt, PwC's National Office Professional Practice Group Leader and former SEC Chief Accountant, shares valuable insights on upcoming SEC comment letters for 2024. He discusses key trends, focusing on management’s discussion and analysis, non-GAAP measures, and critical accounting estimates. Kyle emphasizes the importance of narrative clarity amid changing geopolitical landscapes and advises on year-end preparations. He also touches on the SEC's scrutiny of new accounting standards and the need for consistent messaging between sustainability reports and SEC filings.

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INSIGHT

Why Comment Letters Matter

The SEC issues comment letters to enforce truthful, fair disclosures and protect investors.
Reviews inform enforcement and complement rulemaking, shaping disclosure expectations over time.

ADVICE

Talk To The Staff Early

Communicate with the SEC staff when timing or other issues arise and use the contact listed in the letter.
Take time to involve the right people and prepare thorough responses rather than rushing.

INSIGHT

Expect Continuity During Transitions

Expect the current review tone and topics to persist through leadership transitions.
The staff has been issuing more detailed, direct comments and companies should plan accordingly.

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We are kicking off our miniseries on 2024 SEC staff comment letters, helping to inform you on the latest trends as you gear up for year end. In this episode we share an overview of the 2024 comment letter trends, as well as insights into the SEC staff’s key priorities.

In this episode, we discuss:

1:56 – An overview of the SEC comment letter process
14:19 – 2024 SEC comment letter themes
15:31 – Key SEC staff focus areas related to management’s discussion and analysis
18:59 – Key SEC staff focus areas related to non-GAAP measures
21:37 – Other reminders and areas that preparers should focus on moving into year end

For more information, see our full analysis of SEC comment letter trends. Additionally, follow this podcast on your favorite podcast app for more episodes.

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 the PwC National Office Sustainability and Thought Leader, responsible for developing our communications strategy and conveying firm positions on accounting, financial reporting, and sustainability matters. In addition, she is part of PwC’s global sustainability leadership team, developing interpretive guidance and consulting with companies as they transition from voluntary to mandatory sustainability reporting. She is also the engaging host of PwC’s accounting and reporting weekly podcast and quarterly webcast series.

Transcripts available upon request for individuals who may need a disability-related accommodation. Please send requests to us_podcast@pwc.com.

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