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ANALYSIS: “Factoring” In Coronavirus Risk Disclosures, Revisited

March 19, 2020, 2:22 PM

On February 25, 2020, I wrote about how more than 250 companies included mentions of the coronavirus in their Form 10-K risk disclosures. Since then, the Form 10-K filing deadlines for large accelerated and accelerated filers with calendar-based fiscal years have passed.

More than 1940 companies have now included coronavirus risks in their Form 10-K reports since Levi Strauss & Co. made the initial filing on January 30, 2020. The numbers will continue to increase in the coming weeks, as reports for smaller companies that qualify as non-accelerated filers and issuers with non-calendar based fiscal years come due.

Companies that qualify as “smaller reporting companies” as defined in Item 10(f)(1) of Regulation S-K are not required to provide risk factor disclosures in their Form 10-K reports. Many such smaller companies do so voluntarily, however, to mitigate litigation and enforcement risks, and to provide supporting disclosures for forward-looking statements.

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