The Securities and Exchange Commission has begun questioning U.S. public companies on how Russia’s war on Ukraine has affected their finances.
The regulator on Tuesday urged companies to provide detailed disclosure on their exposure to Russia, Belarus and Ukraine, from business relationships to supply-chain disruptions to their investments.
The SEC published a list of requests that its staff has been sending to corporate executives, an effort to compel them to provide more information to their investors. The agency’s corporate-finance division regularly sends comment letters to public companies to inquire about their disclosures or accounting practices tied to filings such as quarterly or annual reports.
The requests center on the impact on companies’ finances stemming from sanctions, import or export bans, and reactions from investors or customers to their actions, such as, for example, continuing to pay taxes to the Russian government.
Questions could also cover the role of corporate boards in overseeing war-related risks, heightened danger of cyberattacks or the nature of adjustments companies have made to expenses—for example, for compensation, bad debt or others tied to operations in the relevant countries. Companies typically disclose their board’s role in governance and risk oversight in proxy statements but not in their annual or quarterly filings. The SEC didn’t reveal which companies have received the letters.
Nearly 1,000 international businesses have curtailed operations in Russia, some of them closing down completely, since the invasion of Ukraine began in late February, according to the Yale School of Management. More than 200 businesses from around the world continue to operate in the country, the data showed.
Companies such as
General Electric Co.
recently booked impairment charges of $25.5 billion and $200 million, respectively, to account for losses from pulling back from Russia.
Only a handful of the letters have been made public so far. In some cases, the companies were asked to revise their disclosure in financial reporting in response to the SEC’s comments. The regulator declined to comment.
In letters released last month, the SEC asked
United Parcel Service Inc.
for more detail on the war’s negative impact on the delivery giant’s business, which it mentioned in its annual report for the year ended Dec. 31. Atlanta-based UPS generates less than 1% of its annual revenue from Russia, Belarus or Ukraine, an amount it doesn’t consider significant, Chief Financial Officer
said in a March 15 letter in response to the SEC.
UPS in February said it temporarily suspended all shipping services to, from and within Ukraine, Belarus and Russia. The company said its halt of overflights over Russia, which was enacted in March, poses no major impact on its costs. UPS will include appropriate disclosure in its public filings if it expects a significant impact from the invasion, Mr. Newman said. The company didn’t respond to a request for comment.
In another set of letters the SEC made public last month, the regulator sought clarity from
The industrial-technology company disclosed in March that its business in Russia last year comprised 7% of its total revenue. The SEC asked whether that meant the North Bethesda, Md.-based company derived that portion of its revenue from sales in the country. ESAB revised its disclosure to clarify that the figure represented sales there, a lawyer for ESAB told the SEC on March 17.
ESAB, which declined to comment further for this story, on April 25 said it was transitioning its operations out of Russia.
The sample questions follow a similar move by the SEC last fall asking public companies to provide more information to investors about how climate change might affect their financial earnings or business operations. Since then, the SEC has sent about 35 U.S.-listed companies a total of 70 letters, according to research firm Audit Analytics. The regulator last year sent a total of 1,330 letters to U.S.-listed companies, down 19.8% from the year earlier, Audit Analytics said.
The SEC in recent years has discussed Russia-related risks with only a few companies, including Australian software provider
and Russian e-commerce platform Ozon Holdings PLC.
The Ukrainian American Bar Association, a group of U.S. attorneys, judges and law students of Ukrainian descent, last month filed a petition to the SEC, requesting that the regulator set a rule requiring companies to disclose their business dealings in and with Russia and Belarus.
Finance executives will need to analyze to what extent the specific circumstances outlined in the SEC’s sample letter apply to them, said David Lynn, partner at law firm Morrison Foerster LLP and former chief counsel at the SEC’s corporate-finance division.
“You don’t want to be too focused on trying to anticipate the SEC’s comments and more focused broadly on how this situation impacted the company,” Mr. Lynn said.
Write to Mark Maurer at [email protected]
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