SEC Comment Letters On Domestic Registrants: A Closer Look - By Deloitte
Dec. 2, 2009

On Dec. 2, 2009 audit firm Deloitte & Touche LLP published SEC Comment Letters on Domestic Regisrants: A Closer Look.

Following is a summary from Deloitte's report:

The SEC staff’s comments and registrants’ responses are posted on the SEC’s Web site and provide valuable insight into the SEC staff’s common comment themes. Registrants can incorporate a review of the comments into their financial reporting process to help improve their financial statements and disclosures.

The third edition of SEC Comment Letters on Domestic Registrants — A Closer Look provides extracts from frequently issued SEC staff comments, along with additional analysis and links to related resources. This revised edition reflects new topics (e.g., consolidations, noncontrolling interests, and material contracts) and updates existing topics to reflect new areas that the SEC staff has commented on since the release of our second edition in February 2009. The SEC staff has continued to issue comments on all topics included in the second edition, such as revenue recognition, business combinations, segment reporting, financial instruments, and impairments. In addition, in light of the troubled credit markets, the staff has continued to closely scrutinize goodwill and intangible asset impairments, other-than-temporary impairments, deferred tax valuation allowances, pension liabilities, executive compensation disclosures, MD&A disclosures, debt covenant compliance, fair value disclosures, and the allowances for loan losses, just to name a few.

New to this third edition are sections on the following industries:• Financial services, including the banking, securities, and real estate industries.• Energy and resources, including the power and utilities and oil and gas industries.• Health sciences, including the health care and life sciences industries.• Consumer and industrial products, particularly the retail industry.

The appendixes of this Special Report offer additional valuable insights. For example, Appendix A gives a glimpse into the SEC staff’s review and comment letter process, Appendix B discusses best practices for managing unresolved SEC comment letters, and Appendix C provides helpful tips on searching the SEC’s database for comment letters.

Is your company a foreign private issuer? If the SEC ultimately allows domestic registrants to report under IFRSs, is your company considering filing IFRS financial statements? If you answered yes to either question, you might be interested in our companion publication, SEC Comment Letters on Private Foreign Issuers Using IFRSs — A Closer Look.