SEC Comment Letter Series

SEC Comment Letters — Including Industry Insights

November 2017
The 2017 release in Deloitte’s SEC Comment Letter series includes extracts of frequently issued SEC staff comments, additional analysis, and links to resources that are relevant to SEC filers. This edition features:

• An update on the SEC’s priorities.
• A summary of comment letter trends related to the top 10 topics of frequent comment in the 12-month period ended July 31, 2017, along with various comment letter statistics.
• Recent topics of focus related to disclosures associated with financial statement accounting, SEC reporting, initial public offerings, foreign private issuers, and industry-specific matters, including:
  • Non-GAAP financial measures and key metrics.
  • Disclosures of known trends or uncertainties in registrants’ results of operations.
  • Fair value, including disclosures about (1) valuation techniques and inputs used to determine fair value and (2) the use of third-party pricing services.
  • Segment reporting, particularly (1) the identification and aggregation of operating segments, (2) changes in reportable segments, and (3) entity-wide disclosures.
  • Revenue recognition, including SAB 74 disclosures related to the adoption of the new revenue standard.
  • State sponsors of terrorism. 
• Appendixes offering (1) insights into the SEC staff’s review and comment letter process, (2) best practices for working with the SEC staff, and (3) helpful tips on searching the SEC’s comment letter database.

SEC Comment Letters — Statistics According to “Edgar” — a Supplement to the Ninth Edition

October 2016
This release in Deloitte’s SEC Comment Letter series features:

• An update on some of the SEC’s strategic priorities.
• A summary of comment letter trends related to the top 10 topics of frequent comment in the 12-month period ended July 31, 2016, along with various comment letter statistics.
• An analysis of SEC staff comments and corresponding comment letter extracts related to new trends that have emerged over the past year, including comments on topics related to business combinations, leases, and pensions and other postretirement benefits.

SEC Comment Letters — Including Industry Insights: What "Edgar" Told Us

October 2015
The ninth edition in Deloitte’s SEC Comment Letter series includes extracts of frequently issued SEC staff comments, additional analysis, and links to resources that are relevant to SEC filers. This edition features:

• Statistics identifying the top 10 topics addressed in SEC comment letters during the 12 months ended July 31, 2015.
• Recent topics of focus related to MD&A, financial statement accounting, and other disclosures, including: 
  • Disclosure of known trends or uncertainties in registrants’ results of operations.
  • Fair value, including disclosures about valuation techniques and inputs used to determine fair value.
    
  • Revenue recognition, including the principal-versus-agent analysis.
    
  • Non-GAAP financial measures and key metrics.
    
  • Segment reporting, particularly (1) the identification of a registrant’s chief operating decision maker and operating segments and (2) the basis for the aggregation of operating segments.
  • Evaluation of the potential severity of errors and deficiencies to determine whether there is a material weakness in internal control over financial reporting.
    
  • Liquidity risks and restrictions on a registrant’s ability to transfer cash or pay dividends.

• Appendixes offering insights into past SEC comment letter trends, the SEC staff’s review and comment letter process, best practices for managing and resolving SEC comment letters, and helpful tips on searching the SEC’s comment letter database.
  

SEC Comment Letter Examples — Income Taxes

November 2014
This edition of SEC Comment Letter Examples—Income Taxes contains extracts of SEC staff comments on topics including a registrant’s assessment of the realizability of deferred tax assets, undistributed earnings of foreign subsidiaries, foreign impact on the effective tax rate, uncertain tax positions, and income tax accounting disclosures.

SEC Comment Letters — Including Industry Insights: A Recap of Recent Trends

November 2014
The eighth edition in Deloitte’s SEC Comment Letter series includes extracts of frequently issued SEC staff comments during the 12 months ended July 31, 2014.