The quarter close - First quarter 2018

Mar 13, 2018

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This edition of The quarter close focuses on timely accounting and reporting information that can help you prepare for first quarter reporting. Get up to speed on the top issues for financial reporting this quarter on our webpage - easy to read on your phone, tablet or computer.

What's covered in this edition of The quarter close

Front and center

Tax reform’s impacts are widespread. We highlight the accounting implications of tax reform in 2018, including other areas affected beyond income taxes.

Accounting hot topics

We offer key reminders to help companies navigate the new revenue standard and other guidance that is effective now or can be early adopted this year.

Regulatory update

Find out more about disclosure trends related to the upcoming leases and credit impairment guidance as well as what companies are saying about tax reform.

Hot off the press

Learn more about the FASB's proposed guidance that would clarify the accounting for implementation costs related to a cloud computing arrangement.

Corporate governance

We share what boards need to know about blockchain technology.

Front and center

Tax reform

On December 22, 2017, President Trump signed US tax reform legislation (the 2017 Act or tax reform), which includes a broad range of provisions. Some of the significant changes affecting businesses had immediate accounting impacts in the period of enactment (i.e., periods that include December 2017). These included the reduction in the corporate tax rate, the mandatory deemed repatriation of foreign earnings, and making the Alternative Minimum Tax carryforwards refundable.

To help companies with the accounting implications of the 2017 Act, the FASB staff weighed in on certain accounting issues through Staff Q&As. In addition, the FASB addressed the accounting for stranded tax effects in accumulated other comprehensive income (AOCI) resulting from tax reform. Further, the SEC staff issued Staff Accounting Bulletin No. 118 (SAB 118), which allows companies to account for the effects of the change in tax law on a provisional basis if the accounting is incomplete, for a period not to exceed one year from the date of enactment.

2018 and beyond

Beyond the aspects of the tax law change that were required to be accounted for in 2017, there are a number of considerations that companies will face for the first time in 2018. There are provisions in the tax law that are without accounting precedent, such as the global intangible low-taxed income (GILTI) tax and the base erosion and anti-abuse tax (BEAT). In addition, some of the 2017 Act provisions that went into effect in 2018 are familiar concepts, but will require accounting reassessment. These include new net operating losses (NOLs) that will have an indefinite life with no carryback availability, and expanded limitations on the deductibility of interest, which will now likely apply to a much broader base of companies. Each of these changes have implications to analyses such as estimating annual effective tax rates and assessing valuation allowances. Some of the more significant items to consider this quarter and in subsequent periods are:

  • Annual effective tax rate — Companies’ annual effective tax rates will likely look very different this quarter than in prior periods. There is good news stemming from tax reform for many, including the decrease in the federal corporate income tax rate and the benefit from the foreign-derived intangible income deduction. However, these benefits may be offset by the potential impact of new tax law provisions, such as BEAT, the GILTI inclusion, incremental limitations on deducting compensation for certain highly-paid employees, and the repeal of the manufacturing deduction.  
  • SAB 118 measurement period adjustments — Companies are required to continue to make a “good faith effort” toward completing their accounting as soon as possible during the one-year measurement period. Any adjustments made to provisional amounts under SAB 118 should be recorded as discrete adjustments in the period identified and should be excluded from the annual effective tax rate calculation. It is also important to keep in mind that SAB 118 is only applicable to accounting for the effects of the tax law change in the period of enactment. It does not apply to items arising in any subsequent period.
  • Valuation allowance assessments — Companies are required to assess the realizability of their deferred tax assets each period. Certain aspects of the 2017 Act could impact valuation allowance assessments prospectively. For example, changes in the interest deduction limitation are expected to impact more companies and potentially generate more significant deferred tax assets than the limitation did previously. In addition, valuation allowance assessments will become more complicated by the transition to an indefinite carryforward period for NOLs. For example, some companies may have both definite-lived NOLs and indefinite-lived NOLs, and the available sources of future taxable income to consider in assessing realizability of the related deferred tax assets may vary for each. Finally, companies should note that the existence of cumulative income or loss is just one factor to consider in assessing the need for a valuation allowance. For example, companies may be in a cumulative income position solely because of the mandatory deemed repatriation associated with the toll tax. These companies should consider the non-recurring nature of this and any other non-recurring items when projecting future taxable income to support the realizability of existing deferred tax assets.
  • Indefinite reinvestment assertion — In applying SAB 118, many companies may have classified their indefinite reinvestment assertion evaluation as provisional in their December 31, 2017 financial statements. As these companies finalize their evaluation in the coming months, they should consider the possible accounting implications of any change in their assertion. If companies no longer assert indefinite reinvestment, they will need to record a deferred tax liability for any tax that would be triggered by repatriation, including certain state taxes, withholding tax, and the tax effects of foreign currency translation related to unremitted earnings.

In addition to accounting for the continued impacts of tax reform in 2018, companies may also be impacted by adoption of the new guidance for the tax effects of intra-entity asset transfers and should consider any deferred taxes arising from the implementation of the new revenue standard. For more information on these topics, refer to In depth US2017-18, Simplified tax accounting for intra-entity asset transfers and our Q4 2017 edition of The quarter close, respectively.

More than just income taxes

The tax law changes may also affect other areas of financial reporting. Other considerations include:

  • Reclassification of the stranded tax effects of tax reform from AOCI to retained earnings - US GAAP requires companies to account for the effects of a tax law change through continuing operations. However, this may cause disproportionate tax effects to be stranded in AOCI. This is because those tax effects were initially recorded in AOCI at the pre-2017 Act 35% corporate tax rate, but the effect of the remeasurement of the related deferred tax assets and liabilities to the new 21% corporate tax rate is recorded as a discrete adjustment to continuing operations.

    In February 2018, the FASB issued guidance that gives companies the option to reclassify 2017 Act-related stranded tax effects from AOCI to retained earnings. The new guidance is effective for fiscal periods beginning after December 15, 2018 and can be early adopted. Companies that elect to make the reclassification adjustment will have the option to apply the guidance retrospectively or to record the reclassification as of the beginning of the period of adoption.

    Disclosure requirements vary depending on whether a company elects to make the reclassification adjustment, and also on which transition method is used. However, upon adoption, all companies must disclose a description of their accounting policy for releasing stranded income tax effects from AOCI, regardless of whether they elected to make the reclassification adjustment.

    For more information, refer to PwC’s In depth US2018-02, FASB addresses stranded tax effects in AOCI caused by tax reform.
  • Hedging considerations - Tax reform may also result in adjustments to designations, policies, calculations, and procedures for fair value, cash flow, and net investment hedging strategies. For example, tax reform could impact a company that uses an after-tax net investment hedging strategy to reduce the impact of foreign exchange rate movements on the translation of its investments in foreign subsidiaries. If a company no longer asserts indefinite reinvestment of earnings from foreign operations, it will need to consider the appropriateness of continuing to apply after-tax net investment hedging. Keep in mind, deferred tax liabilities do not qualify to be designated as hedging instruments in a net investment hedge.
  • Fair value considerations - When determining fair value, companies should use market-participant assumptions as of the valuation date. The closer the valuation date (e.g., the acquisition date when accounting for a business combination) is to the December 22, 2017 enactment date, the higher the likelihood that market-participant inputs and assumptions would incorporate expectations of tax reform. Valuations performed as of or after enactment should include the impact of the tax law change.
  • Business combination measurement period adjustments - The accounting for a business combination provides companies with a measurement period of up to a year from the acquisition date to finalize the fair value measurements associated with acquired assets and assumed liabilities. Companies will need to consider the impact measurement period adjustments have on related deferred tax balances for business combinations completed before December 22, 2017. For example, new information obtained during the measurement period may result in an adjustment to the provisional amount recorded for an asset acquired. The related deferred tax would need to be remeasured using the provisions of the tax laws that were in effect on the acquisition date, with a related adjustment to goodwill. Then, the same deferred tax would be further adjusted through the tax provision to reflect the tax law change. For a step-by-step example, refer to Question 8.2 in our In depth US2018-01, Frequently asked questions: Accounting considerations of US tax reform.

For more information

For more information on tax reform, refer to PwC’s dedicated tax page on CFOdirect.com and In depth US2018-01, Frequently asked questions: Accounting considerations of US tax reform. Also, see our video library on CFOdirect.com for additional guidance, including the following recent videos.

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Accounting hot topics

Revenue: It's here!

Most calendar-year public business entities (PBEs) adopted the new revenue standard on January 1, 2018. Here are some key reminders about the revenue disclosure requirements, early trends from SEC comment letters, and considerations for processes and controls to help companies prepare for the first quarter of 2018.

Focus on disclosures

The new revenue standard requires expanded disclosures that are applicable to most companies. The new annual disclosure requirements for public companies include disaggregating revenue into categories, reconciling contract balances, and providing additional information about performance obligations, significant judgments, costs to obtain or fulfill a contract, and the use of certain practical expedients. As a reminder, SEC rules require companies to provide both the annual and the interim period disclosures for each interim reporting period in the initial year of adoption (that is, in the company’s first, second, and third quarter Form 10-Qs).

Companies should consider the impact of the expanded disclosure requirements on their processes, controls, and financial reporting systems, as they will need to be able to produce and rely on the information needed to comply with the new guidance. Some disclosures will also require management to make judgments about the amount of information to provide and the most appropriate presentation format.

Companies are also required to include information to help the readers understand the nature, timing, and amount of future cash flows resulting from the satisfaction of performance obligations. These disclosures should not be “boilerplate” and should supplement companies’ revenue accounting policy disclosures.

Further, while segment disclosures include revenue data, do not assume this level of disaggregation will automatically meet the disaggregated data requirement under the new revenue guidance. A key driver of the difference is that segment disclosures have criteria for aggregation, while the revenue standard does not. A good starting point would be looking at other information the company provides to investors, such as earnings releases or other investor communications. Also, recognize companies may need to disaggregate revenue in more than one way to meet their disclosure objectives, for example, by geography and sales channel.

For additional insights, see our video on disclosures under the new revenue standard. Also, see our Revenue from contracts with customers guide, Section 12.3, Disclosures.

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Early trends from SEC comment letters

A small number of companies early adopted the new revenue standard in 2017. Although it is difficult to identify trends in SEC staff comments due to the limited number of publicly available comment letters, we note that the SEC staff has raised the following issues:

  • Costs to obtain a contract – comments focused on companies’ determination of what costs to capitalize and the related amortization period
  • Over time recognition method – comments focused on disclosing the method of recognition and an explanation why the selected method accurately depicts the transfer of control
  • Performance obligations – comments focused on the nature of performance obligations and questions about why the obligations are separately identifiable

Additional topics on which the SEC staff commented include contract modification accounting, the disclosure of remaining performance obligations and practical expedients, estimating variable consideration, and considerations related to nonmonetary exchange transactions.

We encourage companies to keep these comment letter trends in mind as they navigate the first quarter reporting cycle. Companies can take action now by assessing these trends and documenting their position for each applicable issue. For example, consider and document why performance obligations satisfied over time or at a point in time provide a faithful depiction of the transfer of control for goods or services.

Remember processes and controls

The new revenue standard introduces accounting guidance that may require companies to develop new estimates. For example, companies must now estimate the amount of variable consideration to include in the transaction price, the standalone selling price of a good or service when it is not directly observable, and the amortization period for capitalized costs.

As a result, companies may need to develop new processes to analyze data and to develop these estimates. In many cases, these are not “set it and forget it” estimates, but instead will need to be reassessed on a recurring basis each reporting period.

No new process would be complete without considering the related internal control implications. Companies will need to consider the financial reporting risks associated with each new process and ensure controls are designed and operating effectively to mitigate these risks. The controls should not only address the initial determination of an estimate, but also the ongoing reassessment and related disclosures.

For more information

For more information on the new revenue standard, see our Revenue from contracts with customers guide and In transition US2017-01, The new revenue recognition standard - FAQs about SEC reporting and transition. Also, see our video library on CFOdirect.com for guidance on adopting the new revenue standard, including our recent video on revenue financing.

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Guidance effective now for calendar year-end PBEs

The January 1, 2018 effective date of the new revenue standard for calendar year-end PBEs has come and gone. In the meantime, companies should focus on the other guidance that is also effective on January 1, 2018. Similar to the implementation of the revenue standard, companies need to think through the implications of adopting each of the following, including any updates to processes and controls or new disclosure requirements.

For further information about the new accounting guidance, including additional PwC resources, refer to the following links.

Effective dates for new FASB guidance for calendar year-end public companies

Effective dates for new FASB guidance for calendar year-end nonpublic companies

Also, see our video for important reminders for interim reporting.

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Specific considerations related to the new cash flows guidance and the downstream SEC reporting impacts of certain of the new accounting standards effective in 2018 continue to generate a lot of interest. These are discussed below.

Keeping current on cash flows

The new cash flows guidance prescribes specific presentation in the statement of cash flows for various types of transactions. This includes the sale of trade accounts receivable under arrangements in which the entire purchase price is not received immediately in cash. Instead, for this type of transaction, a portion of the purchase price is deferred (deferred purchase price or DPP), which represents a beneficial interest that entitles the seller to receive the remaining cash at a later date. Companies with these programs should be aware that the new guidance requires the cash received later from the DPP to be reported as investing cash flows. It may have been previously reported as part of operating cash flows.

For more information, please refer to In depth US2017-31, Sales of trade receivables get new statement of cash flow treatment, In brief US2016-35, FASB finalizes guidance to simplify elements of cash flow classification, and our Financial statement presentation guide, Chapter 6, Statement of cash flows.

Registration statements

If a company plans to raise capital after filing its 2018 first quarter Form 10-Q, registration statement requirements will impact which periods need to reflect new, retrospectively-applied accounting guidance. Accounting standards that may require retrospective application to each period presented include, but are not limited to, the new guidance related to revenue and the statement of cash flows.

In preparing a new registration statement (e.g., Form S-3), companies that applied retrospective transition for the adoption of new accounting standards should assess whether the impact of the adoption is material under the securities laws. If the impact is material, the 2017 Form 10-K included in the registration statement will need to be recast to reflect adoption of the new standard. As a result, an additional year (i.e., 2015) would be required to be recast for purposes of the registration statement because it is the earliest period presented in the 2017 Form 10-K. Absent a new registration statement, the 2015 annual financial statements would not otherwise be required to be recast when the company files its 2018 annual financial statements.

The analysis would be different if a company conducts an offering as a takedown from an existing shelf registration statement. In that case, the company would not need to recast prior year information unless it concludes the adoption of the new accounting standard represents a “fundamental change,” which is a legal determination.

For more information on potential registration statements, see In transition US2017-01, The new revenue recognition standard - FAQs about SEC reporting and transition.

SEC disclosure implications of changes to internal controls

SEC rules require a company to disclose any change in its internal control that occurred during the quarter that materially affected, or is reasonably likely to materially affect, its internal control over financial reporting. Companies should assess the internal control changes implemented as a result of adopting new accounting standards to determine if disclosure is required under these rules.


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Quarter close quick cuts

On January 11, 2018, Robert Jackson and Hester Peirce were sworn in as new SEC Commissioners, marking the first time the SEC has had a full slate of Commissioners since 2015. The SEC is now expected to pursue its rulemaking agenda, which could include movement on its disclosure effectiveness project and other efforts to enhance the organization and readability of disclosures.


Guidance that can be early adopted in 2018 for calendar year-end PBEs

As companies put the finishing touches on adopting the guidance effective in 2018 and the accounting impacts of tax reform, they may also consider implementing other new accounting standards effective in 2019 and beyond. All of the guidance listed below can be early adopted in 2018. Although they may require significant effort during implementation, companies should consider the potential benefits of early adoption. These benefits may include (1) simplifying accounting earlier than the required adoption date and (2) realizing efficiencies by implementing multiple standards contemporaneously.

Guidance that can be early adopted in 2018 for calendar year-end PBEs

For further information about the new accounting guidance, including additional PwC resources, refer to the following links.

Effective dates for new FASB guidance for calendar year-end public companies

Effective dates for new FASB guidance for calendar year-end nonpublic companies

Among the topics eligible for early adoption, some of the most pervasive impacts are expected to relate to the new goodwill impairment, hedging and leases guidance. These are discussed below.

Early adoption of the new goodwill impairment test

The new goodwill impairment guidance eliminates time and effort by removing step 2 of what was previously a two-step impairment test. However, the guidance does not impact the timing or order of impairment testing.

Companies that adopt the guidance for their annual impairment test must also apply it to any interim testing. For example, assume a calendar year-end company expects to early adopt the new goodwill impairment test in the fourth quarter of 2018 for its annual test. In that case, the company must also apply the new guidance if there is a triggering event in any interim periods in 2018. Conversely, if the company performs a trigger-based interim test under the current guidance, it must also perform its annual test using the same guidance.

For more information, read In depth US2017-03, Measuring goodwill impairment to get easier.

Considerations when early adopting the new hedging guidance

The new hedging guidance can be adopted in any interim period before the mandatory effective date of January 1, 2019 for calendar year-end PBEs. However, if adopted in an interim period, the hedging guidance is required to be reflected as of the beginning of the fiscal year that includes the interim period (e.g., January 1, 2018). Therefore, first quarter implementation may simplify transition for companies considering early adoption.

For additional considerations when early adopting the new hedging guidance, see our video.

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Focusing on leases

The new leases standard, which is effective for calendar-year PBEs on January 1, 2019, also can be early adopted. The FASB has issued and proposed several amendments to help companies apply the new standard, including targeted improvements to the transition method.

Transition method

The most recent proposal would allow entities the option to apply the new leases guidance as of the beginning of the period of adoption (e.g., January 1, 2019), without adjusting the comparative periods presented (e.g., 2017 and 2018), as would currently be required. Prior period financial statements and disclosures would be presented in accordance with existing leases guidance. Companies that elect this transition option will need to comply with presentation and disclosure requirements under either the existing or new guidance for each year presented, as applicable.

This proposal could simplify transition to the new guidance, particularly for lessees. For example, if a lessee elects the new transition option, it would not be required to measure or recognize leases that expired or were terminated prior to the effective date. Additionally, when calculating the lease liability under the new transition option, lessees would use a discount rate as of the effective date (e.g., January 1, 2019) instead of needing to determine the applicable discount rate in periods prior to the date of adoption. The new guidance provides a similar benefit for operating leases that are denominated in a currency other than the entity’s functional currency. If elected, the new guidance eliminates the need for lessees to determine historical foreign exchange rates that were in effect prior to the effective date.

The FASB also continues to discuss a proposed lessor practical expedient for nonlease components. Stay tuned to CFOdirect.com for updates on the latest developments on this proposal.

Implementation reminders for the new leases guidance

Given the pervasiveness of the impact of the new leases standard, implementation efforts may be impacted by the availability of the required information due to restrictions resulting from current systems and business processes. As companies move beyond implementation of the new guidance effective in 2018 and tax reform, they should remember to leverage lessons learned and keep the following best practices in mind to facilitate a successful implementation:

  • Develop a project plan and start early
  • Identify a complete inventory of arrangements that contain a lease
  • Obtain input from cross-functional groups throughout the company
  • Consider IT requirements and capabilities of existing and new systems
  • Assess each of the available practical expedients to determine which, if any, will be beneficial (keep in mind that some need to be adopted together)
  • Understand financial reporting impacts and establish new policies, procedures, and controls
  • Communicate early and often with the audit committee and auditors, especially around key judgments

For more information on the new leases standard, please refer to In brief US2017-31, FASB proposes to simplify the new leases guidance and PwC’s CFOdirect Podcast series, Episode 33: Leasing - recent proposals, impairment and subleases.



Regulatory update

Disclosure trends

SAB 74

With the adoption dates for the new standards on leases and credit impairment approaching, companies should consider their SAB 74 disclosures. These disclosures should become more specific as the effective date of a standard nears.

Below is a summary of the disclosures of the potential impact of adopting the leases and credit losses standards in annual and quarterly filings by Fortune 500 companies between January 1, 2018 and February 28, 2018.

Tax reform

During the first quarter of 2018, companies spent significant time evaluating the implications of tax reform. Below is a summary of the percentage of companies that recorded and disclosed a provisional estimate under SAB 118 for certain elements of the 2017 Act.1 None of the disclosures indicated that the accounting for the impacts of tax reform was complete.

1As disclosed in the 27 annual and quarterly filings by the members of the Dow 30 between January 1, 2018 and February 28, 2018.


We also identified where in their SEC filings these companies disclosed the impacts of tax reform during the first quarter. The pervasive nature of tax reform is indicated by its broad impact throughout these companies’ SEC filings, as shown below:

  • Business
  • Risk factors
  • Outlook
  • Forward looking statements
  • Overview
  • Selected financial data
  • Reconciliation of non-GAAP measures to US GAAP
  • MD&A (e.g., liquidity/capital resources, results of operations, contractual obligations)
  • Critical accounting policies
  • Footnotes (e.g., accounting policies, income taxes, business combinations, segments, investments, recent accounting pronouncements)

Hot off the press

Cloud computing

In May 2017, the FASB asked the EITF to address customer accounting for implementation costs in a cloud computing arrangement that is considered a service contract. A primary objective of this request was to reduce diversity in practice. At the January 18, 2018 meeting, the EITF reached a consensus-for-exposure that certain implementation costs associated with a cloud computing arrangement that is considered a service contract should be capitalized. Costs would be evaluated for capitalization using the same approach as implementation costs associated with internal-use software. Companies would expense the capitalized implementation costs over the non-cancellable term of the contract plus any reasonably-certain renewal periods. The expense would be presented in the same income statement line item as the fees for the associated hosting arrangement.

The EITF also recommended specific disclosures for all internal-use software and hosting arrangements, including a general description of the terms and conditions of the arrangement, significant judgments and estimates made in applying the amendments, and a qualitative and quantitative description of the costs capitalized and expensed. The EITF also decided that companies should be able to apply either a retrospective or prospective transition method.

A proposed ASU was issued on March 1, 2018 and is subject to a comment period ending on April 30, 2018. Please refer to EITF observer, Summary of the January 18, 2018 meeting for more information.


Corporate Governance

Blockchain basics

Blockchain technology is a decentralized ledger of all transactions across a peer-to-peer network. Using this technology, participants can confirm transactions without the need for a central certifying authority. The use of blockchain technology is wide-ranging, with potential applications that include payment systems, the issuance, transfer, and settlement of securities, and election and proxy voting.

There are four main concepts around blockchain technology:

  • Every participant in the network has simultaneous access to a view of the information because the ledger is distributed.
  • The integrity of information is secured with cryptographic functions.
  • Verification is achieved by participants confirming changes with one another, replacing the need for a third party to authorize transactions.
  • Agreement and enforcement of the expected behavior of a transaction or asset (smart contracts) can be embedded in the blockchain.

Blockchain technology offers the ability to improve the business processes that occur between, and within, companies. The immutability of data stored in blockchains provides a level of trust and transparency few technologies can match. In addition, many companies anticipate big cost reductions for transaction processing and recordkeeping. One single distributed ledger can eliminate the time and effort that go into reconciling information stored in multiple places.

Companies in the financial services industry have been the first to adopt blockchain. Nearly 40 financial institutions around the world formed the Post Trade Distributed Ledger Working Group to investigate how blockchain technology can be used to enhance clearing, settlement, and reporting of trades. Companies in other industries are also exploring applications for blockchain technology:

  • Shipping and supply chain management - Blockchain potentially offers a way to improve efficiency and transparency in global trade, as well as to lower costs. Companies are also exploring how to use blockchain to improve food safety and origin tracking throughout the supply chain.
  • Healthcare - Blockchain’s ledger technology would ensure the integrity of personal health information, medical records and prescriptions, clinical trials, and medical research. And all healthcare participants (e.g., doctors, surgeons, pharmacists, insurers, patients) would have access to that secure ledger of data.

While blockchain technology holds great opportunities, it also poses risks and uncertainties. For example, because the ledger is tamper-proof, some people may believe they are in a fully-protected environment. However, there is the question of how to implement controls to ensure that the people doing the transactions are trustworthy. Without those controls in place, the system itself and the recorded actions cannot be trusted, and there could be unintended consequences.

As blockchain continues to gain traction, boards will want to discuss with management whether and how the company plans to use the technology. Boards should also understand any potential risks and opportunities.

For more information

To learn more about blockchain, refer to PwC’s The Essential Eight technologies Board byte: blockchain. This report is one in an eight-module series that explores emerging technologies, providing the board and management with information to have more effective conversations about how these technologies may impact their company’s strategy.

Contact us

Heather Horn
US Strategic Thought Leader, National Professional Services Group, PwC US
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John Formica
Partner, National Professional Services Group, PwC US
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Drew Cummings
Senior Manager, National Professional Services Group, PwC US
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