Tuesday, March 1, 2016

SEC Comment Letter from Hell -- Segments

Always thought this was one of the worst comments to receive from the SEC, questioning segment reporting. This was a comment by the SEC to Verizon. See the comment below, and Verizon's full (20 page!) response letter here. The SEC was not quite done with them  and Verizon had to respond to a follow-up letter here and (ouch) a third time here.

Note 14. Segment Information

You disclose that you have operations in two reportable segments, Wireless and Wireline. We note on page 8 that you organize your Wireline service and product offerings by the primary customers targeted. In addition we note the remarks in your earnings calls of the impact on operating results of the FIOS platform. To help us understand how you applied the guidance in FASB ASC 280 in identifying your operating segments, please provide us with the following information:

Provide your organization chart which identifies the positions, roles, or functions that report directly to your chief operating decision maker (“CODM”) and senior management team;
Tell us the title and describe the role of your CODM and each of the individuals who report to the CODM;
Identify for us each of the operating segments you have determined in accordance with FASB ASC 280;
Identify and describe the role of each of your segment managers;
Tell us how often the CODM meets with his/her direct reports, the financial information the CODM reviews to prepare for those meetings, the financial information discussed in those meetings, and who attends those meetings;
Describe the information regularly provided to the CODM and tell us how frequently it is prepared;
Describe the information regularly provided to the Board of Directors and tell us how frequently it is prepared;
Describe the information about Wireline’s product and service offerings that are provided to the CODM, tell us whether there are managers accountable for the product and service offerings, and if so, tell us who they are accountable to;
Explain how budgets are prepared, who approves the budget at each step of the process, the level of detail discussed at each step, and the level at which the CODM makes changes to the budget;
Describe the level of detail communicated to the CODM when actual results differ from budgets and who is involved in meetings with the CODM to discuss budget-to-actual variances; and,
Describe the basis for determining the compensation of the individuals that report to the CODM.