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 within
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.
As stated in ASC 280-10-05-3, in identifying operating segments, an entity is
required to use the management approach, which 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 on 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.
Changing Lanes
In October 2022, the FASB issued a proposed
ASU that would enhance disclosures about significant
segment expenses. The proposed guidance is intended to increase the
information disclosed by public entities by requiring disclosure of (1) the
significant segment expenses that are regularly provided to the CODM and (2)
other segment items. Public entities would also need to provide all required
annual segment disclosures on an interim basis. Comments on the proposed ASU
were due by December 20, 2022. For more information, see the project page on the FASB’s Web site.
For more information on segment reporting, see Deloitte’s Roadmap Segment Reporting. In
addition, see Deloitte’s Roadmap SEC Comment Letter Considerations, Including Industry
Insights for the SEC staff’s recent comments on this topic.