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The SEC Division of Corporation Finance's filing review process is a key function utilized by the SEC staff to monitor the critical accounting and disclosure decisions applied by registrants. Our analysis of SEC comment letters issued in relation to Form 10-K and Form 10-Q filings identifies the frequency of topical areas addressed by the SEC staff and how their focus areas change over time. In addition to providing our insights on the nature of the SEC staff comments, we provide sample text from the SEC staff’s comments and links to where you can learn more about the accounting and disclosure requirements addressed in each topical area as well as the comments themselves in some cases.
The staff continues to issue comments on non-GAAP financial measures regarding compliance with Item 10(e) of Regulation S-K and the related compliance and disclosure interpretations, sometimes resulting in requests to remove or substantially modify non-GAAP metrics. These comments largely focus on the prominence of the non-GAAP financial measures when compared to the GAAP metric, reconciliation from the most comparable GAAP financial measure, the appropriateness of adjustments, the use of individually tailored accounting principles, and the lack of disclosure as to why management believes the non-GAAP financial measure provides useful information to investors.


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Current Period

(1/1/23 to 12/31/23) (1)
Relative change in number of letters compared to the Prior Period (2)
Absolute change in number of letters compared to the Prior Period (3)
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(1)This analysis was performed based on topical areas assigned by research firm Audit Analytics for comment letters publicly issued in the 12 months ended December 31, 2023 (Current Period) and the 12 months ended December 31, 2022 (Prior Period) in relation to Form 10-K and Form 10-Q filings. 
(2)Compares the change in percentage of each type of comment letter relative to the total population of comment letters in the Current Period and Prior Period of 1,252 and 1,144, respectively.
(3)Compares the number of each type of comment letter in the Current and Prior periods as defined in (1) above.

Legend
The number of comment letters has increased.
The number of comment letters has decreased.
The number of comment letters has not changed significantly.
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