[Federal Register Volume 75, Number 25 (Monday, February 8, 2010)]
[Rules and Regulations]
[Pages 6290-6297]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2010-2602]
[[Page 6289]]
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Part III
Securities and Exchange Commission
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17 CFR Parts 211, 231 and 241
Commission Guidance Regarding Disclosure Related to Climate Change;
Final Rule
Federal Register / Vol. 75 , No. 25 / Monday, February 8, 2010 /
Rules and Regulations
[[Page 6290]]
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SECURITIES AND EXCHANGE COMMISSION
17 CFR Parts 211, 231 and 241
[Release Nos. 33-9106; 34-61469; FR-82]
Commission Guidance Regarding Disclosure Related to Climate
Change
AGENCY: Securities and Exchange Commission.
ACTION: Interpretation.
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SUMMARY: The Securities and Exchange Commission (``SEC'' or
``Commission'') is publishing this interpretive release to provide
guidance to public companies regarding the Commission's existing
disclosure requirements as they apply to climate change matters.
DATES: Effective Date: February 8, 2010.
FOR FURTHER INFORMATION CONTACT: Questions about specific filings
should be directed to staff members responsible for reviewing the
documents the registrant files with the Commission. For general
questions about this release, contact James R. Budge at (202) 551-3115
or Michael E. McTiernan, Office of Chief Counsel at (202) 551-3500, in
the Division of Corporation Finance, U.S. Securities and Exchange
Commission, 100 F Street, NE., Washington, DC 20549.
SUPPLEMENTARY INFORMATION:
I. Background and Purpose of Interpretive Guidance
A. Introduction
Climate change has become a topic of intense public discussion in
recent years. Scientists, government leaders, legislators, regulators,
businesses, including insurance companies, investors, analysts and the
public at large have expressed heightened interest in climate change.
International accords, federal regulations, and state and local laws
and regulations in the U.S. address concerns about the effects of
greenhouse gas emissions on our environment,\1\ and international
efforts to address the concerns on a global basis continue.\2\ The
Environmental Protection Agency is taking action to address climate
change concerns,\3\ and Congress is considering climate change
legislation.\4\ Some business leaders are increasingly recognizing the
current and potential effects on their companies' performance and
operations, both positive and negative, that are associated with
climate change and with efforts to reduce greenhouse gas emissions.\5\
Many companies are providing information to their peers and to the
public about their carbon footprints and their efforts to reduce
them.\6\
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\1\ For a listing of state and local government laws and
regulations in this field, see http://www.epa.gov/climatechange/wycd/stateandlocalgov/index.html. Two significant international
accords related to this topic are the Kyoto Protocol, which was
adopted in Kyoto, Japan, on December 11, 1997 and became effective
on February 16, 2005, and the European Union Emissions Trading
System (EU ETS), which was launched as an international ``cap and
trade'' system of allowances for emitting carbon dioxide and other
greenhouse gases, built on the mechanisms set up under the Kyoto
Protocol. See http://unfccc.int/kyoto_protocol/items/2830.php and
http://ec.europa.eu/environment/climat/pdf/brochures/ets_en.pdf for
a more detailed discussion of the Kyoto Protocol and EU ETS,
respectively.
\2\ For example, in December 2009, Copenhagen, Denmark hosted
the United Nations Climate Change Conference.
\3\ See e.g., Current and Near-Term Greenhouse Gas Reduction
Initiatives, available at http://www.epa.gov/climatechange/policy/neartermghgreduction.html, for a discussion of EPA initiatives as
well as other federal initiatives.
\4\ See e.g., American Clean Energy and Security Act of 2009,
H.R. 2454, 111th Cong., 1st Sess. (2009), passed by the House of
Representatives on June 26, 2009, and Clean Energy Jobs and American
Power Act of 2009, S. 1733, 111th Cong., 1st Session (2009),
introduced in the Senate September 30, 2009.
\5\ See Appendix F to the Petition for Interpretive Guidance on
Climate Risk Disclosure submitted September 18, 2007, File No. 4-
547, for a sampling of comments by business leaders relating to
climate change regulation and disclosure, available at http://www.sec.gov/rules/petitions/2007/petn4-547.pdf.
\6\ Companies are assessing and reporting on their greenhouse
gas emissions and other climate change related matters using
standards and guidelines promulgated by organizations with specific
expertise in the field. Three such organizations are the Climate
Registry, the Carbon Disclosure Project and the Global Reporting
Initiative. We discuss this in more detail below.
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This release outlines our views with respect to our existing
disclosure requirements as they apply to climate change matters. This
guidance is intended to assist companies in satisfying their disclosure
obligations under the federal securities laws and regulations.
B. Background
1. Recent Regulatory, Legislative and Other Developments
In the last several years, a number of state and local governments
have enacted legislation and regulations that result in greater
regulation of greenhouse gas emissions.\7\ Climate change related
legislation is currently pending in Congress. The House of
Representatives has approved one version of a bill,\8\ and a similar
bill was introduced in the Senate in the fall of 2009.\9\ This
legislation, if enacted, would limit and reduce greenhouse gas
emissions through a ``cap and trade'' system of allowances and credits,
among other provisions.
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\7\ For example, in California, the Global Warming Solutions Act
of 2006 and regulatory actions by the California Air Resources Board
have resulted in restrictions on greenhouse gas emissions. In
addition, state and regional programs, such as the Regional
Greenhouse Gas Initiative (including ten Northeast and Mid-Atlantic
states), the Western Climate Initiative (including seven Western
states and four Canadian provinces) and the Midwestern Greenhouse
Gas Reduction Accord (including six states and one Canadian
province) have been developed to restrict greenhouse gas emissions.
For a more detailed list of state action on climate change, see Pew
Center on Global Climate Change, States News (available at http://www.pewclimate.org/states-regions/news?page=1).
\8\ See American Clean Energy and Security Act of 2009.
\9\ See Clean Energy Jobs and American Power Act of 2009.
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The Environmental Protection Agency has been taking steps to
regulate greenhouse gas emissions. On January 1, 2010, the EPA began,
for the first time, to require large emitters of greenhouse gases to
collect and report data with respect to their greenhouse gas
emissions.\10\ This reporting requirement is expected to cover 85% of
the nation's greenhouse gas emissions generated by roughly 10,000
facilities.\11\ In December 2009, the EPA issued an ``endangerment and
cause or contribute finding'' for greenhouse gases under the Clean Air
Act, which will allow the EPA to craft rules that directly regulate
greenhouse gas emissions.\12\
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\10\ See Mandatory Reporting of Greenhouse Gases, Docket No.
EPA-HQ-OAR-2008-0508, 74 FR 56260 (October 30, 2009).
\11\ See EPA Press Release ``EPA Finalizes the Nation's First
Greenhouse Gas Reporting System/Monitoring to begin in 2010'' dated
September 22, 2009, available at http://yosemite.epa.gov/opa/admpress.nsf/d0cf6618525a9efb85257359003fb69d/194e412153fcffea8525763900530d75!OpenDocument.
\12\ Endangerment and Cause or Contribute Findings for
Greenhouse Gases Under Section 202(a) of the Clean Air Act, Docket
ID No. EPA-HQ-OAR-2009-0171, 74 FR 66496 (December 15, 2009). The
Clean Air Act is found in 42 U.S.C. ch. 85.
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Some members of the international community also have taken actions
to address climate change issues on a global basis, and those actions
can have a material impact on companies that report with the
Commission. One such effort in the 1990s resulted in the Kyoto
Protocol. Although the United States has never ratified the Kyoto
Protocol, many registrants have operations outside of the United States
that are subject to its standards.\13\ Another important international
regulatory system is the European Union Emissions Trading System (EU
ETS), which was launched as an international
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``cap and trade'' system of allowances for emitting carbon dioxide and
other greenhouse gases, based on mechanisms set up under the Kyoto
Protocol.\14\ In addition, the United States government is
participating in ongoing discussions with other nations, including the
recent United Nations Climate Conference in Copenhagen, which may lead
to future international treaties focused on remedying environmental
damage caused by greenhouse gas emissions. Those accords ultimately
could have a material impact on registrants that file disclosure
documents with the Commission.\15\
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\13\ One of the major features of the Kyoto Protocol is that it
sets binding targets for industrialized countries for reducing
greenhouse gas emissions. These amount to an average of five per
cent against 1990 levels over the five-year period 2008-2012.
\14\ See n. 1, supra.
\15\ The terms of the Kyoto Protocol are set to expire in 2012.
Ongoing international discussions, including the United Nations
Climate Change Conference held in Copenhagen, Denmark in mid-
December 2009, are intended to further develop a framework to carry
on international greenhouse gas emission reduction standards beyond
2012.
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The insurance industry is already adjusting to these developments.
A 2008 study listed climate change as the number one risk facing the
insurance industry.\16\ Reflecting this assessment, the National
Association of Insurance Commissioners recently promulgated a uniform
standard for mandatory disclosure by insurance companies to state
regulators of financial risks due to climate change and actions taken
to mitigate them.\17\ We understand that insurance companies are
developing new actuarial models and designing new products to reshape
coverage for green buildings, renewable energy, carbon risk management
and directors' and officers' liability, among other actions.\18\
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\16\ Strategic business risk 2008--Insurance, a report prepared
by Ernst & Young and Oxford Analytica. See Ernst & Young press
release dated March 12, 2008, available at http://www.ey.com/GL/en/Newsroom/News-releases/Media_Press-Release_Strategic-Risk-to-Insurance-Industry.
\17\ On March 17, 2009, the NAIC adopted a mandatory requirement
that insurance companies disclose to regulators the financial risks
they face from climate change, as well as actions the companies are
taking to respond to those risks. All insurance companies with
annual premiums of $500 million or more will be required to complete
an Insurer Climate Risk Disclosure Survey every year, with an
initial reporting deadline of May 1, 2010. The surveys must be
submitted in the state where the insurance company is domesticated.
See Insurance Regulators Adopt Climate Change Risk Disclosure,
available at www.naic.org/Releases/2009_docs/climate_change_risk_disclosure_adopted.htm.
\18\ See Klein, Christopher, Climate Change, Part IV:
(Re)insurance Industry response, May 28, 2009, available at
www.gccapitalideas.com/2009/05/28/climate-change-part-iv-reinsurance-industry-response.
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2. Potential Impact of Climate Change Related Matters on Public
Companies
For some companies, the regulatory, legislative and other
developments noted above could have a significant effect on operating
and financial decisions, including those involving capital expenditures
to reduce emissions and, for companies subject to ``cap and trade''
laws, expenses related to purchasing allowances where reduction targets
cannot be met. Companies that may not be directly affected by such
developments could nonetheless be indirectly affected by changing
prices for goods or services provided by companies that are directly
affected and that seek to reflect some or all of their changes in costs
of goods in the prices they charge. For example, if a supplier's costs
increase, that could have a significant impact on its customers if
those costs are passed through, resulting in higher prices for
customers. New trading markets for emission credits related to ``cap
and trade'' programs that might be established under pending
legislation, if adopted, could present new opportunities for
investment. These markets also could allow companies that have more
allowances than they need, or that can earn offset credits through
their businesses, to raise revenue through selling these instruments
into those markets. Some companies might suffer financially if these or
similar bills are enacted by the Congress while others could benefit by
taking advantage of new business opportunities.
In addition to legislative, regulatory, business and market impacts
related to climate change, there may be significant physical effects of
climate change that have the potential to have a material effect on a
registrant's business and operations. These effects can impact a
registrant's personnel, physical assets, supply chain and distribution
chain. They can include the impact of changes in weather patterns, such
as increases in storm intensity, sea-level rise, melting of permafrost
and temperature extremes on facilities or operations. Changes in the
availability or quality of water, or other natural resources on which
the registrant's business depends, or damage to facilities or decreased
efficiency of equipment can have material effects on companies.\19\
Physical changes associated with climate change can decrease consumer
demand for products or services; for example, warmer temperatures could
reduce demand for residential and commercial heating fuels, service and
equipment.
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\19\ For one view of the anticipated business-related physical
risks resulting from climate change, see Industry Update: Global
Warming & the Insurance Industry--Will Insurers Be Burned by the
Climate Change Phenomenon?, available at http://www.aon.com/about-aon/intellectual-capital/attachments/risk-services/will_insurers_be_burned_by_the_climate_change_phenomenon.pdf. Another
example of how physical risks attributable to climate change are
changing business and risk assessments is the Federal Emergency
Management Agency's plan to update its risk mapping, assessment and
planning to better reflect the effects of climate change, such as
changing rainfall data, and hurricane patterns and intensities. See
``Risk Mapping, Assessment, and Planning (Risk MAP): Fiscal Year
2009 Flood Mapping Production Plan,'' Version 1, May 2009, available
at http://www.fema.gov/library/viewRecord.do?id=3680.
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For some registrants, financial risks associated with climate
change may arise from physical risks to entities other than the
registrant itself. For example, climate change-related physical changes
and hazards to coastal property can pose credit risks for banks whose
borrowers are located in at-risk areas. Companies also may be dependent
on suppliers that are impacted by climate change, such as companies
that purchase agricultural products from farms adversely affected by
droughts or floods.
3. Current Sources of Climate Change Related Disclosures Regarding
Public Companies
There have been increasing calls for climate-related disclosures by
shareholders of public companies. This is reflected in the several
petitions for interpretive advice submitted by large institutional
investors and other investor groups.\20\ The New York
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Attorney General's Office recently has entered into settlement
agreements with three energy companies under its investigation
regarding their disclosures about their greenhouse gas emissions and
potential liabilities to the companies resulting from climate change
and related regulation. The companies agreed in the settlement
agreements to enhance their disclosures relating to climate change and
greenhouse gas emissions in their annual reports filed with the
Commission.\21\
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\20\ See Petition for Interpretive Guidance on Climate Risk
Disclosures, dated September 19, 2007, File No. 4-547, available at
http://www.sec.gov/rules/petitions/2007/petn4-547.pdf; supplemental
petition dated June 12, 2008, available at http://www.sec.gov/rules/petitions/2008/petn4-547-supp.pdf; second supplemental petition
dated November 23, 2009, available at http://www.sec.gov/rules/petitions/2009/petn4-547-supp.pdf. For other petitions on point, see
also Petition for Interpretive Guidance on Business Risk of Global
Warming Regulation, submitted on behalf of the Free Enterprise
Action Fund on October 22, 2007, File Number 4-549, available at
http://www.sec.gov/rules/petitions/2007/petn4-549.pdf. One petition
urges the Commission to issue guidance warning companies not to
include information on climate change that may be false and
misleading; see Petition for Interpretive Guidance on Public
Statements Concerning Global Warming and Other Environmental Issues,
submitted on behalf of the Free Enterprise Action Fund on July 21,
2008, File No. 4-563, available at http://www.sec.gov/rules/petitions/2008/petn4-563.pdf. While not a formal petition, Ceres has
provided the Commission with the results of a study it commissioned
in conjunction with the Environmental Defense Fund regarding climate
risk disclosure in SEC filings and suggests that the Commission
issue guidance on this topic. See Climate Risk Disclosure in SEC
Filings: An Analysis of 10-K Reporting by Oil and Gas, Insurance,
Coal, and Transportation and Electric Power Companies, June 2009,
available at http://www.ceres.org/Document.Doc?id=473.
The Subcommittee on Securities, Insurance, and Investment of
the Senate Committee on Banking, Housing, and Urban Development held
a hearing on corporate disclosure of climate-related issues on
October 31, 2007; representatives of signatories to the September
19, 2007 petition, among others, testified in that hearing. See
``Climate Disclosure: Measuring Financial Risks and Opportunities,''
available at http://banking.senate.gov/public/index.cfm?FuseAction=Hearings.Hearing& Hearing--ID=ed7a4968-1019-
411d-9a22-c193c6b689ea. Following the hearing, Senators Christopher
Dodd and Jack Reed wrote to Chairman Christopher Cox urging the
Commission to issue guidance regarding climate disclosure. See
http://dodd.senate.gov/multimedia/2007/120607_CoxLetter.pdf.
\21\ For information about the settlement agreements, see the
New York Attorney General's Office press releases relating to: Xcel
Energy, available at http://www.oag.state.ny.us/media_center/2008/aug/aug27a_08.html; Dynegy Inc., available at http://www.oag.state.ny.us/media_center/2008/oct/oct23a_08.html; and AES
Corporation, available at http://www.oag.state.ny.us/media_center/2009/nov/nov19a_09.html.
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Although some information relating to greenhouse gas emissions and
climate change is disclosed in SEC filings,\22\ much more information
is publicly available outside of public company disclosure documents
filed with the SEC as a result of voluntary disclosure initiatives or
other regulatory requirements. For example, in addition to the
disclosure requirements mandated in several states \23\ and the
disclosure that the EPA began requiring at the start of 2010, The
Climate Registry provides standards for and access to climate-related
information. The Registry is a non-profit collaboration among North
American states, provinces, territories and native sovereign nations
that sets standards to calculate, verify and publicly report greenhouse
gas emissions into a single public registry. The Registry supports both
voluntary and state-mandated reporting programs and provides data
regarding greenhouse gas emissions.\24\
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\22\ For example, in the electric utility industry, we have been
informed by the Edison Electric Institute that 95% of the member
companies it recently surveyed reported that they included at least
some disclosure related to greenhouse gas emissions in their SEC
filings, with 34% discussing quantities of greenhouse gases emitted
and 23% discussing costs of climate-related compliance. Registrants
include this type of disclosure in the risk factors, business
description, legal proceedings, executive compensation, MD&A and
financial statements sections of their annual reports. The Edison
Electric Institute is an association of U.S. shareholder-owned
electric companies. Their members serve 95 percent of the customers
in the shareholder-owned segment of the industry, and represent
approximately 70 percent of the U.S. electric power industry. The
EEI also has more than 80 international electric companies as
affiliate members, and nearly 200 industry suppliers and related
organizations as associate members. The EEI described the results of
its survey in a presentation to staff members of the Division of
Corporation Finance.
\23\ State requirements include CO2 emissions
disclosure requirements for electricity providers, greenhouse gas
registries for reporting of entity emissions levels and emissions
changes, and required reporting of greenhouse gas emissions. For a
discussion of specific state requirements, see http://epa.gov/climatechange/wycd/stateandlocalgov/state_reporting.html.
\24\ The Climate Registry's Web site is at
www.theclimateregistry.org. Reports are publicly available through
their Web site at no charge. See http://www.theclimateregistry.org/resources/climate-registry-information-system-cris/public-reports/.
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The Carbon Disclosure Project collects and distributes climate
change information, both quantitative (emissions amounts) and
qualitative (risks and opportunities), on behalf of 475 institutional
investors.\25\ Over 2500 companies globally reported to the Carbon
Disclosure Project in 2009; over 500 of those companies were U.S.
companies. Sixty-eight percent of the companies that responded to the
Carbon Disclosure Project's investor requests for information made
their reports available to the public.\26\
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\25\ The Carbon Disclosure Project's Web site is at http://www.cdproject.net.
\26\ These figures were provided to the Commission staff by
representatives of the Carbon Disclosure Project.
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The Global Reporting Initiative has developed a widely used
sustainability reporting framework.\27\ That framework is developed by
GRI participants drawn from business, labor and professional
institutions worldwide. The GRI framework sets out principles and
indicators that organizations can use to measure and report their
economic, environmental, and social performance, including issues
involving climate change. Sustainability reports based on the GRI
framework are used to benchmark performance with respect to laws,
norms, codes, performance standards and voluntary initiatives,
demonstrate organizational commitment to sustainable development, and
compare organizational performance over time.
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\27\ The GRI's Web site is at http://www.globalreporting.org.
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These and other reporting mechanisms can provide important
information to investors outside of disclosure documents filed with the
Commission. Although much of this reporting is provided voluntarily,
registrants should be aware that some of the information they may be
reporting pursuant to these mechanisms also may be required to be
disclosed in filings made with the Commission pursuant to existing
disclosure requirements.
II. Historical Background of SEC Environmental Disclosure
The Commission first addressed disclosure of material environmental
issues in the early 1970s. The Commission issued an interpretive
release stating that registrants should consider disclosing in their
SEC filings the financial impact of compliance with environmental laws,
based on the materiality of the information.\28\ Throughout the 1970s,
the Commission continued to explore the need for specific rules
mandating disclosure of information relating to litigation and other
business costs arising out of compliance with federal, state and local
laws that regulate the discharge of materials into the environment or
otherwise relate to the protection of the environment. These topics
were the subject of several rulemaking efforts, extensive litigation,
and public hearings, all of which resulted in the rules that now
specifically address disclosure of environmental issues.\29\ The
Commission adopted these rules, which we discuss below, in final and
current form in 1982, after a decade of evaluation and experience with
the subject matter.\30\
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\28\ Release No. 33-5170 (July 19, 1971) [36 FR 13989].
\29\ See Interpretive Release No. 33-6130 (September 27, 1979)
[44 FR 56924] (the ``1979 Release''), which includes a brief summary
of the legal and administrative actions taken with regard to
environmental disclosure during the 1970s. More information relating
to the Commission's efforts in this area is chronicled in Release
No. 33-6315 (May 4, 1981) [46 FR 25638].
\30\ Release No. 33-6383 (March 3, 1982) [47 FR 11380].
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Earlier, beginning in 1968, we began to develop and fine-tune our
requirements for management to discuss and analyze their company's
financial condition and results of operations in disclosure documents
filed with the Commission.\31\ During the 1970s and 1980s, materiality
standards for disclosure under the federal securities laws also were
more fully articulated.\32\ Those standards provide that
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information is material if there is a substantial likelihood that a
reasonable investor would consider it important in deciding how to vote
or make an investment decision, or, put another way, if the information
would alter the total mix of available information.\33\ In the
articulation of the materiality standards, it was recognized that
doubts as to materiality of information would be commonplace, but that,
particularly in view of the prophylactic purpose of the securities laws
and the fact that disclosure is within management's control, ``it is
appropriate that these doubts be resolved in favor of those the statute
is designed to protect.'' \34\ With these developments, registrants had
clearer guidance about what they should disclose in their filings.
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\31\ See Release No. 33-6835 (May 18, 1989) [54 FR 22427] (the
``1989 Release'') and Release No. 33-8350 (December 19, 2003) [68 FR
75055] (the ``2003 Release'') for detailed histories of Commission
releases that outline the background of, and interpret, our MD&A
rules.
\32\ See TSC Industries, Inc. v. Northway, Inc., 426 U.S. 438
(1976) (adopting a standard for materiality in connection with proxy
statement disclosures supported by the Commission, see id. at n. 10)
and Basic Inc. v. Levinson, 485 U.S. 224 (1988).
\33\ Basic at 231, quoting TSC Industries at 449.
\34\ TSC Industries at 448.
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More recently, the Commission reviewed its full disclosure program
relating to environmental disclosures in SEC filings in connection with
a Government Accountability Office review.\35\ The Commission also has
had the opportunity to consider the thoughtful suggestions that many
organizations have provided us recently about how the Commission could
direct registrants to enhance their disclosure about climate change
related matters.\36\
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\35\ ``Environmental Disclosure: SEC Should Explore Ways to
Improve Tracking and Transparency of Information,'' United States
Government Accountability Office Report to Congressional Requesters,
GAO-04-808 (July 2004). Eleven years before, at the request of the
Chairman of the House Committee on Energy and Commerce, the GAO had
prepared a report relating to environmental liability disclosure
involving property and casualty insurers and Superfund cleanup
costs. See ``Environmental Liability: Property and Casualty Insurer
Disclosure of Environmental Liabilities,'' GAO/RCED-93-108 (June
1993), available at http://74.125.93.132/search?q=cache:tWeHLDHoIcUJ:www.gao.gov/cgi-bin/getrpt%3FGAO/RCED-93-108+GAO/RCED-93-108&cd=1&hl=en&ct=clnk&gl=us.
\36\ See n. 20, supra.
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III. Overview of Rules Requiring Disclosure of Climate Change Issues
When a registrant is required to file a disclosure document with
the Commission, the requisite form will largely refer to the disclosure
requirements of Regulation S-K \37\ and Regulation S-X.\38\ Securities
Act Rule 408 and Exchange Act Rule 12b-20 require a registrant to
disclose, in addition to the information expressly required by
Commission regulation, ``such further material information, if any, as
may be necessary to make the required statements, in light of the
circumstances under which they are made, not misleading.'' \39\ In this
section, we briefly describe the most pertinent non-financial statement
disclosure rules that may require disclosure related to climate change;
in the following section, we discuss their application to disclosure of
certain specific climate change related matters.
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\37\ 17 CFR Part 229.
\38\ 17 CFR Part 210.
\39\ 17 CFR 230.408 and 17 CFR 240.12b-20.
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A. Description of Business
Item 101 of Regulation S-K requires a registrant to describe its
business and that of its subsidiaries. The Item lists a variety of
topics that a registrant must address in its disclosure documents,
including disclosure about its form of organization, principal products
and services, major customers, and competitive conditions. The
disclosure requirements cover the registrant and, in many cases, each
reportable segment about which financial information is presented in
the financial statements. If the information is material to individual
segments of the business, a registrant must identify the affected
segments.
Item 101 expressly requires disclosure regarding certain costs of
complying with environmental laws.\40\ In particular, Item
101(c)(1)(xii) states:
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\40\ The Commission first addressed disclosure of material costs
and other effects on business resulting from compliance with
existing environmental law in its first environmental disclosure
interpretive release in 1971. See Release 33-5170 (July 19, 1971)
[36 FR 13989]. The Commission codified that interpretive position in
the disclosure forms two years later. See Release 33-5386 (April 20,
1973) [38 FR 12100]. The Commission provided additional interpretive
guidance in the 1979 Release. With some adjustments to reflect
experience with the subject matter, the requirements were moved to
Item 101 in 1982, and they have not changed since that time. See
Release No. 33-6383 (March 3, 1982) [47 FR 11380].
Appropriate disclosure also shall be made as to the material
effects that compliance with Federal, State and local provisions
which have been enacted or adopted regulating the discharge of
materials into the environment, or otherwise relating to the
protection of the environment, may have upon the capital
expenditures, earnings and competitive position of the registrant
and its subsidiaries. The registrant shall disclose any material
estimated capital expenditures for environmental control facilities
for the remainder of its current fiscal year and its succeeding
fiscal year and for such further periods as the registrant may deem
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material.\41\
\41\ 17 CFR 229.101(c)(1)(xii).
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A registrant meeting the definition of ``smaller reporting
company'' may satisfy its disclosure obligation by providing
information called for by Item 101(h). Item 101(h)(4)(xi) requires
disclosure of the ``costs and effects of compliance with environmental
laws (federal, state and local).'' \42\
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\42\ 17 CFR 229.101(h)(4)(xi).
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B. Legal Proceedings
Item 103 of Regulation S-K \43\ requires a registrant to briefly
describe any material pending legal proceeding to which it or any of
its subsidiaries is a party. A registrant also must describe material
pending legal actions in which its property is the subject of the
litigation.\44\ If a registrant is aware of similar actions
contemplated by governmental authorities, Item 103 requires disclosure
of those proceedings as well. A registrant need not disclose ordinary
routine litigation incidental to its business or other types of
proceedings when the amount in controversy is below thresholds
designated in this Item.
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\43\ 17 CFR 229.103.
\44\ Id.
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Instruction 5 to Item 103 provides some specific requirements that
apply to disclosure of certain environmental litigation.\45\
Instruction 5 states:
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\45\ Instruction 5 in its current form was the product of the
Commission's experience with environmental litigation disclosure. In
1973, we added provisions to the legal proceedings requirements of
various disclosure forms singling out legal actions involving
environmental matters. See Release No. 33-5386 (Apr. 20, 1973) [38
FR 12100]. The new rules required disclosure of any pending legal
proceeding arising under environmental laws if a governmental entity
was involved in the proceeding, and any other legal proceeding
arising under environmental laws unless it was not material, or if
in a civil suit for damages, unless it involved less than 10% of the
current assets of the registrant on a consolidated basis. The
Commission provided additional interpretive guidance regarding
environmental litigation in the 1979 Release. When the Commission,
in connection with its development of the integrated disclosure
system, moved these rules out of various forms and into Item 103 of
Regulation S-K, the Commission modified the requirements related to
actions involving governmental authorities to allow registrants to
omit disclosure of a proceeding if they reasonably believed the
action would result in a monetary sanction of less than $100,000.
See Release No. 33-6383 (Mar. 3, 1982) [47 FR 11380]. At the time,
the Commission noted that the reason for the revision was to address
the problem that disclosure documents were being filled with
descriptions of minor infractions that distracted from the other
material disclosures included in the document.
Notwithstanding the foregoing, an administrative or judicial
proceeding (including, for purposes of A and B of this Instruction,
proceedings which present in large degree the same issues) arising
under any Federal, State or local provisions that have been enacted
or adopted regulating the discharge of materials into the
environment or primary for the purpose of protecting the environment
shall not be deemed ``ordinary routine litigation incidental to the
business'' and shall be described if:
(A) Such proceeding is material to the business or financial
condition of the registrant;
[[Page 6294]]
(B) Such proceeding involves primarily a claim for damages, or
involves potential monetary sanctions, capital expenditures,
deferred charges or charges to income and the amount involved,
exclusive of interest and costs, exceeds 10 percent of the current
assets of the registrant and its subsidiaries on a consolidated
basis; or
(C) A governmental authority is a party to such proceeding and
such proceeding involves potential monetary sanctions, unless the
registrant reasonably believes that such proceeding will result in
no monetary sanctions, or in monetary sanctions, exclusive of
interest and costs, of less than $100,000; provided, however, that
such proceedings which are similar in nature may be grouped and
described generically.
C. Risk Factors
Item 503(c) of Regulation S-K \46\ requires a registrant to provide
where appropriate, under the heading ``Risk Factors,'' a discussion of
the most significant factors that make an investment in the registrant
speculative or risky. Item 503(c) specifies that risk factor disclosure
should clearly state the risk and specify how the particular risk
affects the particular registrant; registrants should not present risks
that could apply to any issuer or any offering.\47\
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\46\ 17 CFR 229.503(c).
\47\ Id.
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D. Management's Discussion and Analysis
Item 303 of Regulation S-K \48\ requires disclosure known as the
Management's Discussion and Analysis of Financial Condition and Results
of Operations, or MD&A. The MD&A requirements are intended to satisfy
three principal objectives:
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\48\ 17 CFR 229.303.
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To provide a narrative explanation of a registrant's
financial statements that enables investors to see the registrant
through the eyes of management;
To enhance the overall financial disclosure and provide
the context within which financial information should be analyzed; and
To provide information about the quality of, and potential
variability of, a registrant's earnings and cash flow, so that
investors can ascertain the likelihood that past performance is
indicative of future performance.\49\
\49\ 2003 Release.
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MD&A disclosure should provide material historical and prospective
textual disclosure enabling investors to assess the financial condition
and results of operations of the registrant, with particular emphasis
on the registrant's prospects for the future.\50\ Some of this
information is itself non-financial in nature, but bears on
registrants' financial condition and operating performance.
\50\ 1989 Release.
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The Commission has issued several releases providing guidance on
MD&A disclosure, including on the general requirements of the item and
its application to specific disclosure matters.\51\ Over the years, the
flexible nature of this requirement has resulted in disclosures that
keep pace with the evolving nature of business trends without the need
to continuously amend the text of the rule. Nevertheless, we and our
staff continue to have to remind registrants, through comments issued
in the filing review process, public statements by staff and
Commissioners and otherwise, that the disclosure provided in response
to this requirement should be clear and communicate to shareholders
management's view of the company's financial condition and
prospects.\52\
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\51\ See, e.g., the 2003 Release; Release No. 33-8182 (Jan. 28,
2003) [68 FR 5982]; Release No. 33-8056 (Jan. 22, 2002) [67 FR
3746]; Release. No. 33-7558 (Jul. 29, 1998) [63 FR 41394]; and 1989
Release.
\52\ See, e.g., speech by Commissioner Cynthia A. Glassman to
the Corporate Counsel Institute (Mar. 9, 2006) available at
www.sec.gov/news/speech/spch030906cag.htm; and speech by
Commissioner Elisse B. Walter to the Corporate Counsel Institute
(Oct. 2, 2009) available at www.sec.gov/news/speech/2009/spch100209ebw.htm.
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Item 303 includes a broad range of disclosure items that address
the registrant's liquidity, capital resources and results of
operations. Some of these provisions, such as the requirement to
provide tabular disclosure of contractual obligations,\53\ clearly
specify the disclosure required for compliance. But others instead
identify principles and require management to apply the principles in
the context of the registrant's particular circumstances. For example,
registrants must identify and disclose known trends, events, demands,
commitments and uncertainties that are reasonably likely \54\ to have a
material effect on financial condition or operating performance. This
disclosure should highlight issues that are reasonably likely to cause
reported financial information not to be necessarily indicative of
future operating performance or of future financial condition.\55\
Disclosure decisions concerning trends, demands, commitments, events,
and uncertainties generally should involve the:
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\53\ 17 CFR 229.303(a)(5).
\54\ ``Reasonably likely'' is a lower disclosure standard than
``more likely than not.'' Release No. 33-8056 (Jan. 22, 2002) [67 FR
3746].
\55\ 2003 Release.
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Consideration of financial, operational and other
information known to the registrant;
Identification, based on this information, of known trends
and uncertainties; and
Assessment of whether these trends and uncertainties will
have, or are reasonably likely to have, a material impact on the
registrant's liquidity, capital resources or results of operations.\56\
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\56\ Id.
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The Commission has not quantified, in Item 303 or otherwise, a
specific future time period that must be considered in assessing the
impact of a known trend, event or uncertainty that is reasonably likely
to occur. As with any other judgment required by Item 303, the
necessary time period will depend on a registrant's particular
circumstances and the particular trend, event or uncertainty under
consideration. For example, a registrant considering its disclosure
obligation with respect to its liquidity needs would have to consider
the duration of its known capital requirements and the periods over
which cash flows are managed in determining the time period of its
disclosure regarding future capital sources.\57\ In addition, the time
horizon of a known trend, event or uncertainty may be relevant to a
registrant's assessment of the materiality of the matter and whether or
not the impact is reasonably likely. As with respect to other subjects
of disclosure, materiality ``with respect to contingent or speculative
information or events * * * `will depend at any given time upon a
balancing of both the indicated probability that the event will occur
and the anticipated magnitude of the event in light of the totality of
the company activity.' '' \58\
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\57\ Id. at n.43.
\58\ Basic at 238, quoting Texas Gulf Sulfur Co., 401 F. 2d 833
(2d Cir. 1968) at 849.
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The nature of certain MD&A disclosure requirements places
particular importance on a registrant's materiality determinations. The
Commission has recognized that the effectiveness of MD&A decreases with
the accumulation of unnecessary detail or duplicative or uninformative
disclosure that obscures material information.\59\ Registrants drafting
MD&A disclosure should focus on material information and eliminate
immaterial information that does not promote understanding of
registrants' financial condition, liquidity and capital resources,
changes in financial condition and results of operations.\60\ While
these materiality determinations may limit what is actually disclosed,
[[Page 6295]]
they should not limit the information that management considers in
making its determinations. Improvements in technology and
communications in the last two decades have significantly increased the
amount of financial and non-financial information that management has
and should evaluate, as well as the speed with which management
receives and is able to use information. While this should not
necessarily result in increased MD&A disclosure, it does provide more
information that may need to be considered in drafting MD&A disclosure.
In identifying, discussing and analyzing known material trends and
uncertainties, registrants are expected to consider all relevant
information even if that information is not required to be
disclosed,\61\ and, as with any other disclosure judgments, they should
consider whether they have sufficient disclosure controls and
procedures to process this information.\62\
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\59\ 2003 Release.
\60\ Id.
\61\ Id.
\62\ Pursuant to Exchange Act Rules 13a-15 and 15d-15, a
company's principal executive officer and principal financial
officer must make certifications regarding the maintenance and
effectiveness of disclosure controls and procedures. These rules
define ``disclosure controls and procedures'' as those controls and
procedures designed to ensure that information required to be
disclosed by the company in the reports that it files or submits
under the Exchange Act is (1) ``recorded, processed, summarized and
reported, within the time periods specified in the Commission's
rules and forms,'' and (2) ``accumulated and communicated to the
company's management * * * as appropriate to allow timely decisions
regarding required disclosure.'' As we have stated before, a
company's disclosure controls and procedures should not be limited
to disclosure specifically required, but should also ensure timely
collection and evaluation of ``information potentially subject to
[required] disclosure,'' ``information that is relevant to an
assessment of the need to disclose developments and risks that
pertain to the [company's] businesses,'' and ``information that must
be evaluated in the context of the disclosure requirement of
Exchange Act Rule 12b-20.'' Release No. 33-8124 (Aug. 28, 2002) [67
FR 57276].
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Analyzing the materiality of known trends, events or uncertainties
may be particularly challenging for registrants preparing MD&A
disclosure. As the Commission explained in the 1989 Release, when a
trend, demand, commitment, event or uncertainty is known, ``management
must make two assessments:
Is the known trend, demand, commitment, event or
uncertainty likely to come to fruition? If management determines that
it is not reasonably likely to occur, no disclosure is required.
If management cannot make that determination, it must
evaluate objectively the consequences of the known trend, demand,
commitment, event or uncertainty, on the assumption that it will come
to fruition. Disclosure is then required unless management determines
that a material effect on the registrant's financial condition or
results of operations is not reasonably likely to occur.'' \63\
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\63\ 1989 Release.
Identifying and assessing known material trends and uncertainties
generally will require registrants to consider a substantial amount of
financial and non-financial information available to them, including
information that itself may not be required to be disclosed.\64\
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\64\ 2003 Release.
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Registrants should address, when material, the difficulties
involved in assessing the effect of the amount and timing of uncertain
events, and provide an indication of the time periods in which
resolution of the uncertainties is anticipated.\65\ In accordance with
Item 303(a), registrants must also disclose any other information a
registrant believes is necessary to an understanding of its financial
condition, changes in financial condition and results of operations.
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\65\ Id.
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E. Foreign Private Issuers
The Securities Act and Exchange Act disclosure obligations of
foreign private issuers are governed principally by Form 20-F's \66\
disclosure requirements and not those under Regulation S-K. However,
most of the disclosure requirements applicable to domestic issuers
under Regulation S-K that are most likely to require disclosure related
to climate change have parallels under Form 20-F, although some of the
requirements are not as prescriptive as the provisions applicable to
domestic issuers. For example, the following provisions of Form 20-F
may require a foreign private issuer to provide disclosure concerning
climate change matters that are material to its business:
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\66\ 17 CFR 249.220f.
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Item 3.D, which requires a foreign private issuer to
disclose its material risks;
Item 4.B.8, which requires a foreign private issuer to
describe the material effects of government regulation on its business
and to identify the particular regulatory body;
Item 4.D, which requires a foreign private issuer to
describe any environmental issues that may affect the company's
utilization of its assets;
Item 5, which requires management's explanation of factors
that have affected the company's financial condition and results of
operations for the historical periods covered by the financial
statements, and management's assessment of factors and trends that are
anticipated to have a material effect on the company's financial
condition and results of operations in future periods; and
Item 8.A.7, which requires a foreign private issuer to
provide information on any legal or arbitration proceedings, including
governmental proceedings, which may have, or have had in the recent
past, significant effects on the company's financial position or
profitability.
Forms F-1 \67\ and F-3,\68\ Securities Act registration statement
forms for foreign private issuers, also require a foreign private
issuer to provide the information, including risk factor disclosure,
required under Regulation S-K Item 503.
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\67\ 17 CFR 239.31.
\68\ 17 CFR 239.33.
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IV. Climate Change Related Disclosures
In the previous section we summarized a number of Commission rules
and regulations that may be the source of a disclosure obligation for
registrants under the federal securities laws. Depending on the facts
and circumstances of a particular registrant, each of the items
discussed above may require disclosure regarding the impact of climate
change. The following topics are some of the ways climate change may
trigger disclosure required by these rules and regulations.\69\ These
topics are examples of climate change related issues that a registrant
may need to consider.
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\69\ In addition to the Regulation S-K items discussed in this
section, registrants must also consider any financial statement
implications of climate change issues in accordance with applicable
accounting standards, including Financial Accounting Standards Board
(``FASB'') Accounting Standards Codification Topic 450,
Contingencies, and FASB Accounting Standards Codification Topic 275,
Risks and Uncertainties.
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A. Impact of Legislation and Regulation
As discussed above, there have been significant developments in
federal and state legislation and regulation regarding climate change.
These developments may trigger disclosure obligations under Commission
rules and regulations, such as pursuant to Items 101, 103, 503(c) and
303 of Regulation S-K. With respect to existing federal, state and
local provisions which relate to greenhouse gas emissions, Item 101
requires disclosure of any material estimated capital expenditures for
environmental control facilities for the remainder of a registrant's
current fiscal year and its succeeding fiscal year and
[[Page 6296]]
for such further periods as the registrant may deem material. Depending
on a registrant's particular circumstances, Item 503(c) may require
risk factor disclosure regarding existing or pending legislation or
regulation that relates to climate change. Registrants should consider
specific risks they face as a result of climate change legislation or
regulation and avoid generic risk factor disclosure that could apply to
any company. For example, registrants that are particularly sensitive
to greenhouse gas legislation or regulation, such as registrants in the
energy sector, may face significantly different risks from climate
change legislation or regulation compared to registrants that currently
are reliant on products that emit greenhouse gases, such as registrants
in the transportation sector.
Item 303 requires registrants to assess whether any enacted climate
change legislation or regulation is reasonably likely to have a
material effect on the registrant's financial condition or results of
operation.\70\ In the case of a known uncertainty, such as pending
legislation or regulation, the analysis of whether disclosure is
required in MD&A consists of two steps. First, management must evaluate
whether the pending legislation or regulation is reasonably likely to
be enacted. Unless management determines that it is not reasonably
likely to be enacted, it must proceed on the assumption that the
legislation or regulation will be enacted. Second, management must
determine whether the legislation or regulation, if enacted, is
reasonably likely to have a material effect on the registrant, its
financial condition or results of operations. Unless management
determines that a material effect is not reasonably likely,\71\ MD&A
disclosure is required.\72\ In addition to disclosing the potential
effect of pending legislation or regulation, the registrant would also
have to consider disclosure, if material, of the difficulties involved
in assessing the timing and effect of the pending legislation or
regulation.\73\
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\70\ See 1989 Release.
\71\ Management should ensure that it has sufficient information
regarding the registrant's greenhouse gas emissions and other
operational matters to evaluate the likelihood of a material effect
arising from the subject legislation or regulation. See n. 62,
supra.
\72\ In 2003 we issued additional guidance with respect to how
registrants could improve MD&A disclosure, including ideas about how
to focus on material issues and how to present information in a more
effective manner to be of more value to investors. See 2003 Release.
\73\ See 2003 Release for a discussion of how companies should
address, where material, the difficulties involved in assessing the
effect of the amount and timing of uncertain events.
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A registrant should not limit its evaluation of disclosure of a
proposed law only to negative consequences. Changes in the law or in
the business practices of some registrants in response to the law may
provide new opportunities for registrants. For example, if a ``cap and
trade'' type system is put in place, registrants may be able to profit
from the sale of allowances if their emissions levels end up being
below their emissions allotment. Likewise, those who are not covered by
statutory emissions caps may be able to profit by selling offset
credits they may qualify for under new legislation.
Examples of possible consequences of pending legislation and
regulation related to climate change include:
Costs to purchase, or profits from sales of, allowances or
credits under a ``cap and trade'' system;
Costs required to improve facilities and equipment to
reduce emissions in order to comply with regulatory limits or to
mitigate the financial consequences of a ``cap and trade'' regime; and
Changes to profit or loss arising from increased or
decreased demand for goods and services produced by the registrant
arising directly from legislation or regulation, and indirectly from
changes in costs of goods sold.
We reiterate that climate change regulation is a rapidly developing
area. Registrants need to regularly assess their potential disclosure
obligations given new developments.
B. International Accord
Registrants also should consider, and disclose when material, the
impact on their business of treaties or international accords relating
to climate change. We already have noted the Kyoto Protocol, the EU ETS
and other international activities in connection with climate change
remediation. The potential sources of disclosure obligations related to
international accords are the same as those discussed above for U.S.
climate change regulation. Registrants whose businesses are reasonably
likely to be affected by such agreements should monitor the progress of
any potential agreements and consider the possible impact in satisfying
their disclosure obligations based on the MD&A and materiality
principles previously outlined.
C. Indirect Consequences of Regulation or Business Trends
Legal, technological, political and scientific developments
regarding climate change may create new opportunities or risks for
registrants. These developments may create demand for new products or
services, or decrease demand for existing products or services. For
example, possible indirect consequences or opportunities may include:
Decreased demand for goods that produce significant
greenhouse gas emissions;
Increased demand for goods that result in lower emissions
than competing products; \74\
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\74\ For example, recent legislation will ultimately phase out
most traditional incandescent light bulbs. This has resulted in the
acceleration of the development and marketing of compact fluorescent
light bulbs. See Energy Independence and Security Act of 2007,
Public Law 110-140, 121 Stat. 1492 (2007).
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Increased competition to develop innovative new products;
Increased demand for generation and transmission of energy
from alternative energy sources; and
Decreased demand for services related to carbon based
energy sources, such as drilling services or equipment maintenance
services.
These business trends or risks may be required to be disclosed as
risk factors or in MD&A. In some cases, these developments could have a
significant enough impact on a registrant's business that disclosure
may be required in its business description under Item 101. For
example, a registrant that plans to reposition itself to take advantage
of potential opportunities, such as through material acquisitions of
plants or equipment, may be required by Item 101(a)(1) to disclose this
shift in plan of operation. Registrants should consider their own
particular facts and circumstances in evaluating the materiality of
these opportunities and obligations.
Another example of a potential indirect risk from climate change
that would need to be considered for risk factor disclosure is the
impact on a registrant's reputation. Depending on the nature of a
registrant's business and its sensitivity to public opinion, a
registrant may have to consider whether the public's perception of any
publicly available data relating to its greenhouse gas emissions could
expose it to potential adverse consequences to its business operations
or financial condition resulting from reputational damage.
D. Physical Impacts of Climate Change
Significant physical effects of climate change, such as effects on
the severity of weather (for example, floods or hurricanes), sea
levels, the arability of farmland, and water availability and
[[Page 6297]]
quality,\75\ have the potential to affect a registrant's operations and
results. For example, severe weather can cause catastrophic harm to
physical plants and facilities and can disrupt manufacturing and
distribution processes. A 2007 Government Accountability Office report
states that 88% of all property losses paid by insurers between 1980
and 2005 were weather-related.\76\ As noted in the GAO report, severe
weather can have a devastating effect on the financial condition of
affected businesses. The GAO report cites a number of sources to
support the view that severe weather scenarios will increase as a
result of climate change brought on by an overabundance of greenhouse
gases.
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\75\ See ``Climate Change: Financial Risks to Federal and
Private Insurers in Coming Decades Are Potentially Significant: U.S.
Government Accountability Office Report to the Committee on Homeland
Security and Governmental Affairs, U.S. Senate,'' GAO-07-285 (March
2007).
\76\ Id. at p.17.
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Possible consequences of severe weather could include:
For registrants with operations concentrated on
coastlines, property damage and disruptions to operations, including
manufacturing operations or the transport of manufactured products;
Indirect financial and operational impacts from
disruptions to the operations of major customers or suppliers from
severe weather, such as hurricanes or floods;
Increased insurance claims and liabilities for insurance
and reinsurance companies ;\77\
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\77\ Many insurers already have plans in place to address the
increased risks that may arise as a result of climate change, with
many reducing their near-term catastrophic exposure in both
reinsurance and primary insurance coverage along the Gulf Coast and
the eastern seaboard. Id. at 32.
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Decreased agricultural production capacity in areas
affected by drought or other weather-related changes; and
Increased insurance premiums and deductibles, or a
decrease in the availability of coverage, for registrants with plants
or operations in areas subject to severe weather.
Registrants whose businesses may be vulnerable to severe weather or
climate related events should consider disclosing material risks of, or
consequences from, such events in their publicly filed disclosure
documents.
V. Conclusion
This interpretive release is intended to remind companies of their
obligations under existing federal securities laws and regulations to
consider climate change and its consequences as they prepare disclosure
documents to be filed with us and provided to investors. We will
monitor the impact of this interpretive release on company filings as
part of our ongoing disclosure review program. In addition, the
Commission's Investor Advisory Committee \78\ is considering climate
change disclosure issues as part of its overall mandate to provide
advice and recommendations to the Commission, and the Commission is
planning to hold a public roundtable on disclosure regarding climate
change matters in the spring of 2010. We will consider our experience
with the disclosure review program together with any advice or
recommendations made to us by the Investor Advisory Committee and
information gained through the planned roundtable as we determine
whether further guidance or rulemaking relating to climate change
disclosure is necessary or appropriate in the public interest or for
the protection of investors.
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\78\ The Investor Advisory Committee was formed on June 3, 2009
to advise the Commission on matters of concern to investors in the
securities markets, provide the Commission with investors'
perspectives on current, non-enforcement, regulatory issues and
serve as a source of information and recommendations to the
Commission regarding the Commission's regulatory programs from the
point of view of investors. See Press Release No. 2009-126, ``SEC
Announces Creation of Investor Advisory Committee,'' available at
http://www.sec.gov/news/press/2009/2009-126.htm.
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VI. Codification Update
The ``Codification of Financial Reporting Policies'' announced in
Financial Reporting Release No. 1 (April 15, 1982) [47 FR 21028] is
updated by adding new Section 501.15, captioned ``Climate change
related disclosures,'' and under that caption including the text in
Sections III and IV of this release.
The Codification is a separate publication of the Commission. It
will not be published in the Federal Register/Code of Federal
Regulations.
List of Subjects
17 CFR Part 211
Reporting and recordkeeping requirements, Securities.
17 CFR Parts 231 and 241
Securities.
Amendments to the Code of Federal Regulations
0
For the reasons set forth above, the Commission is amending Title 17,
Chapter II of the Code of Federal Regulations as set forth below:
PART 211--INTERPRETATIONS RELATING TO FINANCIAL REPORTING MATTERS
0
1. Part 211, Subpart A, is amended by adding Release No. FR-82 and the
release date of February 2, 2010 to the list of interpretive releases.
PART 231--INTERPRETATIVE RELEASES RELATING TO THE SECURITIES ACT OF
1933 AND GENERAL RULES AND REGULATIONS THEREUNDER
0
2. Part 231 is amended by adding Release No. 33-9106 and the release
date of February 2, 2010 to the list of interpretive releases.
PART 241--INTERPRETATIVE RELEASES RELATING TO THE SECURITIES
EXCHANGE ACT OF 1934 AND GENERAL RULES AND REGULATIONS THEREUNDER
0
3. Part 241 is amended by adding Release No. 34-61469 and the release
date of February 2, 2010 to the list of interpretive releases.
By the Commission.
Dated: February 2, 2010.
Elizabeth M. Murphy,
Secretary.
[FR Doc. 2010-2602 Filed 2-5-10; 8:45 am]
BILLING CODE 8011-01-P