5.11 Segments
Public entities are required to disclose certain financial information for
reportable segments under ASC 280. The segment determinations made by a public
entity that files with the SEC are the basis for certain other disclosures in SEC
filings, including the business section and MD&A. Accordingly, it is important
for an entity that is going public to thoroughly consider the identification of its
operating and reportable segments.
In identifying operating segments, an entity is required to use the management
approach, which, according to ASC 280-10-05-3, is “based on the way that management
organizes the segments within the public entity for making operating decisions and
assessing performance.” An operating segment possesses the following
characteristics: engagement in business activities from which it may recognize
revenues and incur expenses, operating results that are regularly reviewed by the
chief operating decision maker (CODM) to allocate resources and assess performance,
and availability of discrete financial information. An entity may be required to use
judgment in evaluating whether a component has all the characteristics of an
operating segment. Various information sources may help an entity identify operating
segments, including the entity’s organizational structure (which shows who reports
directly to the CODM), the CODM’s periodic reporting package, the level at which
budgets are reviewed and approved by the CODM, and an understanding of the incentive
compensation structure.
To determine which subset of those operating segments to report in the financial
statements (i.e., its reportable segments), an entity uses a modified management
approach based on aggregation criteria and quantitative requirements. An entity must
use reasonable judgment when aggregating two or more operating segments into a
single operating segment, and all the aggregation criteria need to be met, including
the requirement that aggregation be consistent with the objectives and principles of
ASC 280. If a single or aggregated operating segment represents 10 percent or more
of revenue, profitability, or total assets, that operating segment represents a
reportable segment and separate disclosure is required. An entity may need to
disclose additional segments separately to ensure that reportable segments
constitute at least 75 percent of reported revenue. An entity may separately report
information about material segments, irrespective of whether the segment meets the
quantitative requirements for separate disclosure. An entity’s identified reportable
segments should “facilitate consistent descriptions” of the entity in its annual
report and other published information, such as its earnings release, investor
presentations, and the financial information on its Web site.
ASC 280 also requires certain entity-wide disclosures, which are intended to ensure some level of
comparability among entities. Accordingly, an entity should carefully consider the objectives and
principles of ASC 280 when evaluating the disclosure requirements.
5.11.1 ASU 2023-07 — Improvements to Reportable Segment Disclosures
In November 2023, the FASB issued ASU 2023-07 to
enhance the reportable segment disclosure requirements for public entities. The
ASU requires disclosure of (1) the significant segment expenses that are
regularly provided to the CODM and included in the determination of the measure
of segment profit or loss, (2) other segment items (i.e., the residual expenses
included in the determination of segment profit and loss that are not
significant and separately disclosed), and (3) the title and position of the
CODM as well as how the CODM uses segment performance measures. Companies are
required to provide all segment disclosures on an interim basis as well.
5.11.1.1 Disclosure of Significant Segment Expenses
ASU 2023-07 defines significant segment expenses as “expenses that are
regularly provided to the [CODM] and included within each reported measure
of segment profit or loss (collectively referred to as the ‘significant
expense principle’).” The ASU requires public entities to “disclose for each
reportable segment the significant expense categories and amounts” for such
expenses. If a public entity does not separately disclose expenses under the
significant expense principle, it is required to disclose the nature of the
expense information used by the CODM to manage the segment’s operations. The
ASU focuses on information that is regularly provided to the CODM even if it
is not regularly reviewed by the CODM.
The ASU does not define the term “significant” or “regularly provided” or
specify how public entities may interpret its meaning. The Board expects
that, “when determining whether certain segment items and amounts provided
to the CODM must be disclosed,” public entities will be able to use judgment
similarly to how they use it under the existing disclosure requirements in
ASC 280. In general, we believe that “regularly provided” would mean at
least quarterly. However, during the 2023 AICPA & CIMA Conference on
Current SEC and PCAOB Developments (the “AICPA Conference”), the SEC noted
that a frequency of less than quarterly could also be considered “regularly
provided.”
An entity should consider both quantitative and qualitative factors when
assessing its significant segment expenses. The magnitude of a segment
expense item does not conclusively establish its significance. Rather, an
entity may determine that an expense item needs to be disclosed as a
significant segment expense even if, upon evaluation of other qualitative
factors, another expense item of similar magnitude is not considered
significant. An entity should use judgment in determining its significant
segment expenses, and there are no bright-line thresholds. However, we
believe that the more quantitatively material an expense category, the more
difficult it will be for entities to avoid disclosure by assessing
qualitative factors.
The ASU requires public entities to disclose segment expenses that are
“regularly provided” to the CODM or “easily computable from information that
is regularly provided.” In addition to easily computable information that is
regularly provided to the CODM, required disclosures include information
about significant expenses that is “expressed in a form other than actual
amounts, for example, as a ratio or an expense as a percentage of
revenue.”
For each reportable segment, the ASU also requires public entities to
disclose an amount for other segment items that represents “the difference
between reported segment revenues less the [significant] segment expenses
disclosed . . . and reported segment profit or loss.” In addition, a public
entity would need to provide a qualitative disclosure describing the
composition of the other segment items, including the nature and type of
such items; however, a quantification for each item identified is not
required. This disclosure would be required even when a public entity does
not separately report any significant segment expenses.
5.11.1.2 Multiple Measures of Segment Profit or Loss
Public entities are now also permitted to disclose multiple segment measures
of profit or loss, provided that at least one of the reported measures
includes the segment profit or loss measure that is most consistent with
GAAP measurement principles.
At the 2023 AICPA Conference, the SEC staff discussed the
relationship between the non-GAAP rules and ASU 2023-07. The staff
communicated its view that additional measures are neither required nor
expressly permitted by GAAP (i.e., the ASU does not identify specific
measures that must be disclosed, such as EBITDA). Accordingly, if additional
performance measures are included in the segment footnote and have not been
computed in accordance with GAAP, such additional measures would be
considered non-GAAP measures.
The staff provided further clarification at the 2024 AICPA Conference,
communicating the following:
-
It would not object to the voluntary inclusion of additional non-GAAP performance measures in the segment footnote that are disclosed in accordance with ASC 280-10-50-28B and 50-28C (added by ASU 2023-07).
-
Additional non-GAAP measures of segment profit or loss must meet the preparation and disclosure requirements of Regulation G and Regulation S-K, Item 10(e) (see further discussion of non-GAAP measures in Section 4.5).
-
The additional disclosures under Regulation G and Regulation S-K, Item 10(e), may be provided within or outside the financial statements (e.g., in MD&A), and the financial statement footnotes should not include a cross-reference to other parts of a filing that contain such disclosures.
-
A registrant’s ICFR applies to the registrant’s disclosures provided in accordance with ASC 280. However, registrants should also ensure that they have the appropriate disclosure controls and procedures in place to address the non-GAAP measures, regardless of their location.
5.11.1.3 Entities With a Single Reportable Segment
Under the ASU, public entities with a single reportable
segment must provide all disclosures required by the ASU (e.g., significant
segment expenses and other segment items) as well as those required by the
existing segment guidance in ASC 280. A public entity with a single
operating segment should identify the measure or measures of the segment’s
profit or loss that the CODM uses in assessing segment performance and
deciding how to allocate resources. During the 2023 AICPA & CIMA
Conference on Current SEC and PCAOB Developments, the SEC staff indicated
that when an entity with a single reportable segment is managed on a
consolidated basis, the entity would be expected to conclude, under the new
guidance in ASC 280-10-55-15D, that consolidated net income is the measure
of segment profit or loss that is most consistent with U.S. GAAP. The SEC
staff has reiterated this view but acknowledged that companies with a single
operating segment are permitted to present additional voluntary measures
subject to the considerations discussed in the previous paragraph.
When a consolidated GAAP measure is used, a public entity
would have to disclose the measure of profit or loss used, information about
all significant expenses that are regularly provided to the CODM and
included within that measure, and any other segment items whose line items
could differ from those that are currently presented on the face of the
income statement. Further, information about a single reportable entity, if
regularly provided to the CODM and included in the measure of profit or
loss, might need to take into account a category and amount for allocated
corporate overhead expenses as a significant segment expense. For an example
illustrating how an entity with a single reportable segment would apply the
ASU’s disclosure requirements, see ASC 280-10-55-55.
5.11.1.4 Effective Date of ASU 2023-07
The amendments in ASU 2023-07 are effective for all public
entities for fiscal years beginning after December 15, 2023, and interim
periods within fiscal years beginning after December 15, 2024. Early
adoption is permitted. For additional ASU 2023-07 reporting considerations
for entities with a single reportable segment, see Section 4.2.1.1 of Deloitte’s Roadmap
Segment Reporting.
For more information about segment
reporting, see Deloitte’s Roadmap Segment
Reporting, including Appendix C, which
contains frequently asked questions (FAQs) related
to ASU 2023-07's accounting and reporting
requirements. In addition, see Deloitte’s Roadmap
SEC Comment Letter Considerations, Including
Industry Insights for the SEC
staff’s recent comments on this topic.