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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 changed 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.
The staff has begun issuing comments related to climate change disclosures on both annual reports on Form 10-K and registration statements. These comments are largely focused on information related to climate change-related risks and opportunities which may be required in disclosures of a company’s description of business, legal proceedings, risk factors, and management’s discussion and analysis of financial condition and results of operations (refer to the Commission’s 2010 Climate Change Interpretive Release). The staff also has been looking at other climate change-related disclosures that may be outside of SEC filings (e.g., Corporate Social Responsibility reports, investor presentations and information on websites) in formulating comments. The SEC issued a sample letter to companies in the form of a Dear Issuer letter in September 2021.  
We have observed that the staff has issued comments related to COVID-19 disclosures. These comments have focused on company-specific disclosures of pandemic-related risk factors and the discussion of known trends and uncertainties in management’s discussion and analysis, including expectations of the impact on operating results and near- and long-term financial condition, with references to CF Disclosure Guidance: Topic No. 9 and Topic 9A for guidance. The staff has also issued comments related to impairment assessments, such as requesting clarification on how COVID-19 impacted the analysis and assumptions and further information about or disclosure of the headroom.

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*This analysis was performed based on topical areas assigned by research firm Audit Analytics for comment letters publicly issued in the 12 months ended September 30, 2021 ("Current Period") and the 12 months ended September 30, 2020 ("Prior Period") in relation to Form 10-K and Form 10-Q filings. Total comment letters evaluated during the Current Period and Prior Period were approximately 662 and 894, respectively.  In addition, we note that the overall comment letter trends remained relatively consistent with the 12 months ended December 31, 2020.

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

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