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This final episode of our 2024 SEC comment letter podcast miniseries discusses non-GAAP measures. Non-GAAP measures are commonly used by companies as supplements to their financial statements to deepen investors’ understanding of their performance or financial condition. Given their importance, not only does non-GAAP top the list this year, but it’s been a top focus area for the SEC staff in the last several years, and we expect that trend to continue. We discuss the issues most frequently raised by the SEC staff and offer advice to preparers for getting ahead of them.  In this episode, we discuss: 3:11 – Overview of non-GAAP comment letter trends 9:09 – Insights into comments on basic compliance areas 22:24 – Individually tailored accounting principles   27:27 – Adjustments for cash operating expenses that are normal and recurring41:17 – Controls over non-GAAP measures46:12 – Advice and other considerations when responding to comment letters51:38 – Potential post-election impacts on the SEC For more information, see our full analysis of  SEC comment letter trends and our publication Earnings with a twist: 2024 update on SEC non-GAAP comment trends. Also, check out our other episodes in this miniseries.  Kevin Vaughn is a PwC National Office partner specializing in SEC reporting matters. Kevin leverages his extensive experience to support PwC public company and pre-IPO clients on accounting and SEC reporting matters. Prior to joining PwC in 2023, Kevin spent over 18 years at the SEC, most recently serving on the leadership team in the SEC’s Office of the Chief Accountant where he focused on technical accounting consultations, SEC rulemakings, and standard setting matters. Lindsay McCord is a PwC National Office partner specializing in matters related to the SEC and the capital markets. Prior to joining PwC, Lindsay spent over 15 years at the SEC, most recently as the Chief Accountant in the Division of Corporation Finance. In this role, Lindsay led an accounting team in providing technical accounting and reporting support to the Division, including SEC rulemaking, interpretation, and guidance. 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. Transcripts available upon request for individuals who may need a disability-related accommodation. Please send requests to us_podcast@pwc.com. Did you enjoy this episode? Text us your thoughts and be sure to include the episode name.

PwC recently released the results of our 2024 Global Investor Survey, which was conducted to better understand investor expectations and concerns about corporate reporting and the evolving business landscape. The annual survey results highlight the importance of transparency in technology use, especially Artificial Intelligence (AI), and the need for companies to adapt to global threats, climate change, and regulatory developments.This week, host Heather Horn is joined by Nadja Picard, PwC Global Reporting Leader, to break down the results and discuss the sometimes differing expectations between companies and investors. They also address how companies can better meet investor expectations through both action and communication.In this episode, we discuss:01:31 – Purpose of the 2024 global investor survey and demographics of survey participants05:11 – Highlights from the global investor survey, including what surprised our Global Reporting Leader most10:19 – Expectations to continue investing in AI, while upskilling the workforce14:09 – How investors are thinking about climate adaptation and transition19:41 – How investors evaluate trust and communication year over year25:15 – Cybersecurity ranks number one threat33:28 – Executing well and communicating well to address investor concerns36:29 – Advice for companies navigating a challenging reporting landscapeLooking for the latest developments in sustainability reporting? Follow this podcast on your favorite podcast app and subscribe to our weekly newsletter to stay in the loop for the latest thought leadership on sustainability standards. Nadja Picard is PwC’s Global Reporting Leader. In this role, she leads PwC’s global initiative to help clients transform their corporate reporting to meet investor and stakeholder demands for trusted and assured reporting beyond financial reporting. Nadja also advises companies on the accounting, corporate reporting, and investor relations requirements in advance of capital markets transactions, especially IPOs.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.Did you enjoy this episode? Text us your thoughts and be sure to include the episode name.

This next episode of our 2024 SEC comment letter podcast miniseries discusses Foreign Private Issuers (FPIs). Many of the considerations we talk about for other SEC filers also apply to FPIs; however, there can be some differences and added complexities. We discuss the issues most frequently raised by the SEC staff, including those unique to FPIs, and offer advice to preparers for getting ahead of them. In this episode, we discuss:7:24 – Comment letter trends specific to FPIs, including those related to: 8:55 – Non-GAAP performance measures16:15 – Segment reporting21:32 – Revenue25:01 – Management’s Discussion and Analysis30:29 – Financial instruments41:39 – FPI status re-assessment44:53 – IFRS segment reporting considerations  47:45 – Other accounting and reporting reminders related to FPIsFor more information, see our full analysis of SEC comment letter trends. Also, check out our other episodes in this miniseries:SEC comment letters – What’s trending in 20242024 SEC comment letter trends: Revenue2024 SEC comment letter trends: Business combinations2024 SEC comment letter trends: Segment reporting2024 SEC comment letter trends: MD&AAdditionally, follow this podcast on your favorite podcast app for more episodes.Patrick Higgins is a Deputy Chief Accountant in PwC’s National Office responsible for our SEC foreign private issuer and IFRS teams. Patrick has also served as a global signing partner in a variety of countries and industries.   Kevin Vaughn is a PwC National Office partner specializing in SEC reporting matters. Kevin leverages his extensive experience to support PwC public company and pre-IPO clients on accounting and SEC reporting matters. Prior to joining PwC in 2023, Kevin spent over 18 years at the SEC, most recently serving on the leadership team in the SEC’s Office of the Chief Accountant where he focused on technical accounting consultations, SEC rulemakings, and standard setting matters.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.Transcripts available upon request for individuals who may need a disability-related accommodation. Please send requests to us_podcast@pwc.com. Did you enjoy this episode? Text us your thoughts and be sure to include the episode name.

In the sixth episode of our GHG miniseries on the building blocks of greenhouse gas (GHG) emissions reporting, we conclude our discussion on step 4: measure greenhouse gas emissions with scope 3 emissions. Host Heather Horn is joined again by Marcin Olewinski, an Assurance partner, and Chris Ostermann, a director in PwC’s Sustainability Services Group, to provide an introduction to scope 3 emissions, including an overview of their 15 categories downstream and upstream as well as the complexities in measuring these emissions. They share practical advice for measuring these emissions, which often yield more challenges than scope 1 and scope 2.In this episode, we discuss:01:54 – Scope 3 emissions and their related upstream and downstream categories10:49 – Double counting scope 3 emissions and its impact on greenhouse gas emissions reporting15: 33 – The measurement requirements of scope 3 emissions, including ESRS and ISSB frameworks 25:01 – Where to start when gathering data for key assumptions in the measurement of scope 3 emissions35:09 – Time boundaries for applicable scope 3 categories38:53 – Deciding where to prioritize efforts on scope 3 measurement For more information on GHG emissions reporting, including scope 3 emissions discussed in today’s episode, check out Chapter 7: Greenhouse gas emissions reporting in PwC’s global Sustainability reporting guide. And to catch up on the GHG miniseries, listen to the first four episodes below.Talking GHG: Reporting requirements for greenhouse gas emissionsTalking GHG: How organizational boundaries shape reportingTalking GHG: Determining operational boundariesTalking GHG: Practical insights on measuring scope 1 emissionsTalking GHG: Practical insights on measuring scope 2 emissionsMarcin Olewinksi is a PwC Assurance practice partner, with over 20 years of experience bringing valued perspectives and insights to large clients in the energy sector. Additionally, he’s focused extensively within PwC’s National Office on greenhouse gas emissions and sustainability reporting and leads PwC’s global technical working group focused on GHG.Chris Ostermann is a director in PwC’s Sustainability Services Group working on sustainability and ESG matters with companies across multiple sectors. He focuses on helping clients understand their most significant sustainability/ESG impacts, develop strategies to address those impacts, execute those strategies and communicate progress to investors and other stakeholders.Heather Horn Transcripts available upon request for individuals who may need a disability-related accommodation. Please send requests to us_podcast@pwc.com.Did you enjoy this episode? Text us your thoughts and be sure to include the episode name.

This next episode of our 2024 SEC comment letter podcast miniseries discusses Management’s Discussion and Analysis (MD&A). Investors are often focused on MD&A as they look to understand management’s commentary on the results of the business, future trends, uncertainties, and more – making this an area that also frequently gets the attention of the SEC staff. We discuss the issues most frequently raised by the SEC staff and offer advice to preparers for getting ahead of them.In this episode, we discuss:2:21 – An overview of SEC comment letter trends related to MD&A 10:57 – The results of operations 20:43 – Liquidity and capital resources27:19 – Critical accounting estimates35:16 – Final reminders and best practices related to MD&A  For more information, see our full analysis of SEC comment letter trends. Also, check out our other episodes in this miniseries:SEC comment letters – What’s trending in 20242024 SEC comment letter trends: Revenue2024 SEC comment letter trends: Business combinations2024 SEC comment letter trends: Segment reportingAdditionally, follow this podcast on your favorite podcast app for more episodes.Ryan Spencer is a partner at PwC's National Office specializing in SEC financial reporting. He has over 20 years of experience serving clients and is a frequent contributor to PwC’s publications and communications.Scott Feely is a partner in PwC’s National office. He has over 30 years of experience supporting clients as they address the SEC and financial reporting implications of their capital markets and merger and acquisition-related activities.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.Transcripts available upon request for individuals who may need a disability-related accommodation. Please send requests to us_podcast@pwc.com. Did you enjoy this episode? Text us your thoughts and be sure to include the episode name.

This next episode of our 2024 SEC comment letter podcast miniseries discusses segment reporting.  Segment reporting is an important disclosure for investors as it provides information about the different types of business activities in which a reporting entity engages and the different economic environments in which it operates – making this an area that frequently gets the attention of the SEC staff. We discuss the issues most frequently raised by the SEC staff and offer advice to preparers for getting ahead of them. In this episode, we discuss: 2:36 – An overview of SEC comment letter trends related to segment reporting11:49 – Identifying operating segments15:13 – Aggregation of operating segments 16:36 – Entity-wide segment disclosures 19:18 – Multiple measures of segment profit or loss20:55 – Reconciliations to segment profit or loss 23:18 – Considerations when adopting the FASB’s new segment reporting guidance35:21 – Final reminders related to segment reporting For more information, see our full analysis of SEC comment letter trends and Chapter 25 of our Financial statement presentation guide. Also, check out our other episodes in this miniseries:  SEC comment letters – What’s trending in 2024  2024 SEC comment letter trends: Revenue2024 SEC comment letter trends: Business combinations Additionally, follow this podcast on your favorite podcast app for more episodes. Scott Feely is a partner in PwC’s National office.  He has over 30 years of experience supporting clients as they address the SEC and financial reporting implications of their capital markets and merger and acquisition-related activities. 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. 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.  Transcripts available upon request for individuals who may need a disability-related accommodation. Please send requests to us_podcast@pwc.com. Did you enjoy this episode? Text us your thoughts and be sure to include the episode name.

In our fifth episode of our miniseries on the building blocks of greenhouse gas (GHG) emissions reporting, we discuss step 4: measure greenhouse gas emissions, continuing with scope 2 emissions. Host Heather Horn is joined again by Marcin Olewinski, an Assurance partner, and Chris Ostermann, a director in PwC’s Sustainability Services Group, to kick off the second of three episodes focused on measuring greenhouse gases. They will share more of what they’re seeing in practice working with companies who are calculating these emissions, a must listen given the complexity of the challenges can grow moving from scope 1 to scope 2 emissions.In this episode, they discuss:02:05 – Scope 2 emissions — how they are different from scope 1 emissions and the formula for calculating them06:39 – Location-based and market-based methods for calculating scope 2 emissions16:02 – Bundled and unbundled instruments and their related challenges19:59 – Importance of selecting appropriate emission factors27:39 – Reporting scope 2 emissions, including selecting the right calculation method to reportFor more information on GHG emissions reporting, including scope 2 emissions discussed in today’s episode, check out Chapter 7: Greenhouse gas emissions reporting in PwC’s global Sustainability reporting guide. And to catch up on the GHG miniseries, listen to the first four episodes below.Talking GHG: Reporting requirements for greenhouse gas emissionsTalking GHG: How organizational boundaries shape reportingTalking GHG: Determining operational boundariesTalking GHG: Practical insights on measuring scope 1 emissions Marcin Olewinksi is a PwC Assurance practice partner, with over 20 years of experience bringing valued perspectives and insights to large clients in the energy sector. Additionally, he’s focused extensively within PwC’s National Office on greenhouse gas emissions and sustainability reporting and leads PwC’s global technical working group focused on GHG.Chris Ostermann is a director in PwC’s Sustainability Services Group working on sustainability and ESG matters with companies across multiple sectors. He focuses on helping clients understand their most significant sustainability/ESG impacts, develop strategies to address those impacts, execute those strategies and communicate progress to investors and other stakeholders.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.  Transcripts available upon request for individuals who may need a disability-related accommodation. Please send requests to us_podcast@pwc.com. Did you enjoy this episode? Text us your thoughts and be sure to include the episode name.

This next episode of our 2024 SEC comment letter podcast miniseries discusses business combinations. Business combination accounting can be complex, the required disclosures are comprehensive, and these are not routine transactions for most companies – all making this a challenging area that frequently gets the attention of the SEC staff. We discuss the issues most frequently raised by the SEC staff and offer advice to preparers for getting ahead of them.In this episode, we discuss:2:02 – An overview of SEC comment letter trends related to business combinations5:14 – Determining whether a transaction is an asset acquisition or business combination7:34 – The definition of a “business” in US GAAP as compared to SEC rules9:23 – Comments related to omitted disclosures12:39 – Pro forma disclosures and financial statements of acquired or to-be-acquired businesses25:45 – Other reminders and areas of focus related to business combinationsFor more information, see our full analysis of SEC comment letter trends, our Business combinations guide, and Chapter 17 of our Financial statement presentation guide. Also, check out our other episodes in this miniseries: SEC comment letters – What’s trending in 2024 2024 SEC comment letter trends: Revenue Additionally, follow this podcast on your favorite podcast app for more episodes.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.Kevin Vaughn is a PwC National Office partner specializing in SEC reporting matters. Kevin leverages his extensive experience to support PwC public company and pre-IPO clients on accounting and SEC reporting matters. Prior to joining PwC in 2023, Kevin spent over 18 years at the SEC, most recently serving on the leadership team in the SEC’s Office of the Chief Accountant where he focused on technical accounting consultations, SEC rulemakings, and standard setting matters.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. Transcripts available upon request for individuals who may need a disability-related accommodation. Please send requests to us_podcast@pwc.com.Did you enjoy this episode? Text us your thoughts and be sure to include the episode name.

In the fourth episode of our miniseries on the building blocks of greenhouse gas (GHG) emissions reporting, we discuss step 4: measure greenhouse gas emissions, starting with scope 1 emissions. Host Heather Horn and frequent ESG podcast guest Marcin Olewinski, an Assurance partner, are joined by Chris Ostermann, a director in PwC’s Sustainability Services Group, to kick off the first of three episodes focused on measuring greenhouse gases. They will share what they’re seeing in practice working with companies who are calculating these emissions, including successes and (preventable) misapplications.In this episode, they discuss:02:24 – Scope 1 GHG emissions, including identifying sources and a complete inventory07:05 – Methods for measuring scope 1 emissions and how to select a measurement approach16:56 – Challenges associated with collecting data inputs22:53 – Explaining emissions factors and the challenges in selecting emissions factors for the emissions calculation33:17 – Global warming potentials and their impact on the calculation of scope 1 emissions41:33 – Practical advice from working with clientsFor more information on GHG emissions reporting, including scope 1 emissions discussed in today’s episode, check out Chapter 7: Greenhouse gas emissions reporting in PwC’s global Sustainability reporting guide. And to catch up on the GHG miniseries, listen to the first three episodes below.Talking GHG: Reporting requirements for greenhouse gas emissionsTalking GHG: How organizational boundaries shape reportingTalking GHG: Determining operational boundariesMarcin Olewinksi is a PwC Assurance practice partner, with over 20 years of experience bringing valued perspectives and insights to large clients in the energy sector. Additionally, he’s focused extensively within PwC’s National Office on greenhouse gas emissions and sustainability reporting and leads PwC’s global technical working group focused on GHG.Chris Ostermann is a director in PwC’s Sustainability Services Group working on sustainability and ESG matters with companies across multiple sectors. He focuses on helping clients understand their most significant sustainability/ESG impacts, develop strategies to address those impacts, execute those strategies and communicate progress to investors and other stakeholders.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. Transcripts available upon request for individuals who may need a disability-related accommodation. Please send requests to us_podcast@pwc.com.Did you enjoy this episode? Text us your thoughts and be sure to include the episode name.

In this next episode of our 2024 SEC comment letter miniseries, we discuss accounting for revenue. Revenue is the top line for a reason; it’s closely watched by investors and therefore, the SEC staff as well. From variable consideration to disaggregated revenue disclosure, we discuss the issues most frequently raised by the SEC staff and offer advice to preparers for getting ahead of them.In this episode, we discuss:2:25 – An overview of SEC comment letter trends related to revenue12:20 – Significant judgements and estimates in determining the transaction price23:57 – Timing or pattern of the transfer of control28:10 – Disaggregated revenue disclosures40:45 – Other reminders and areas of focus related to revenue44:22 – Industry-specific considerationsFor more information, see our full analysis of SEC comment letter trends, our Revenue from contracts with customers guide, and Chapter 33 of our Financial statement presentation guide. Also, check out our other episode in this miniseries, SEC comment letters – What’s trending in 2024. Additionally, follow this podcast on your favorite podcast app for more episodes.Pat Durbin is a Deputy Chief Accountant in PwC’s National Office. He has over 30 years of experience consulting with our clients and engagement teams on complex accounting matters, including issues related to revenue, compensation, income taxes, and inventory under both US GAAP and IFRS.Mike Coleman is a partner in PwC's National Office who 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.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. Follow this podcast on your favorite podcast app for more episodes.Transcripts available upon request for individuals who may need a disability-related accommodation. Please send requests to us_podcast@pwc.com. Did you enjoy this episode? Text us your thoughts and be sure to include the episode name.