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Perspectives

A roadmap to SEC comment letter considerations, including industry insights

This publication contains extracts of frequently issued SEC staff comments, analysis of those extracts, and links to resources that are relevant to SEC filers. Other features include (1) an update on the SEC’s priorities; (2) a summary of comment letter trends related to the top 10 topics of frequent comment in the 12-month period ended July 31, 2020; and (3) topics of focus related to disclosures associated with financial statement accounting, SEC reporting, initial public offerings, foreign private issuers, and industry-specific matters.

We are frequently asked to provide our perspective on the topics the SEC staff focuses on in its comment letters to registrants. Over the past year, the staff has continued to address most topics discussed in the 2019 edition of this publication and, in some cases, has also focused on additional topics. The current review year 20201 coincided with several months of the coronavirus disease 2019 (“COVID-19”) pandemic; however, as of the date of this publication, we have only started to see comments from the SEC staff on registrants’ disclosures related to the pandemic and its impacts. Early trends indicate that registrants’ MD&A and risk factor disclosures have been a main focus area related to the pandemic.

The 2020 edition of A Roadmap to SEC Comment Letter Considerations, Including Industry Insights offers perspective on such comment letter trends. In addition to extracts of letters and links to relevant related resources, it contains analysis of staff comments to help registrants understand trends and improve their financial statements and disclosures. You will also find (1) an update on some of the SEC’s strategic priorities, (2) a summary of comment letter trends related to the top 10 topics of frequent comment, and (3) analysis of other comment letter statistics.

Regarding procedural matters, Appendix A gives a glimpse into the SEC staff’s review and comment letter process, Appendix B discusses best practices for working with the SEC staff, and Appendix C provides helpful tips on searching the SEC’s EDGAR database for comment letters.

For a summary of key changes made to this Roadmap since publication of the 2019 edition, see Appendix F.

The 2020 edition captures developments on relevant financial reporting topics through November 6, 2020. The SEC and its staff will continue to provide registrants with information that is pertinent to their filings by means of rulemaking and written interpretive guidance as well as speeches delivered at various forums, of which the annual AICPA Conference on Current SEC and PCAOB Developments (“AICPA Conference”) is a prime example.

Note that the Roadmap is not a substitute for the exercise of professional judgment, which is often essential to complying with the applicable accounting and disclosure requirements. It is also not a substitute for consulting with Deloitte professionals on complex transactions and SEC reporting matters.

We hope you find the 2020 edition — and other publications on DART — useful resources as you prepare your annual reports and plan for the upcoming year. In line with the SEC’s disclosure effectiveness initiative, we encourage you to consider materiality, relevance, and redundancy as you assess whether to provide additional disclosures or enhance existing ones.

1 The current review year 2020 is the 12-month period ended July 31, 2020.

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The Roadmap series contains comprehensive, easy-to-understand accounting guides on selected topics of broad interest to the financial reporting community.

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