Examining Cybersecurity Risk Reporting on US SEC Form 10-K
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FEATURE Examining Cybersecurity Risk Reporting on US SEC Form 10-K On 27 June 2017, A.P. Moller-Maersk, Merck & Co., Statistics from 2016 show:6 Inc., TNT, WPP, DLA Piper, Rosneft, the Ukrainian • One in 131 email messages contained malware. state postal service and Princeton Community Hospital in West Virginia, USA, were among the • 15 cyberbreaches exposed more than 10 million numerous organizations that were affected by a identities in each breach. cybersecurity attack that held information systems • 1.1 billion identities were exposed due to hostage in exchange for ransom payments (i.e., cyberincidents. ransomware attack).1, 2 This attack occurred the month after the major ransomware attack WannaCry • On average, it took two minutes for an Internet of was reported on 12 May 2017. Things (IoT) device to be attacked. • Close to 230,000 web attacks occurred each day. One day later, BBC America host Katty Kay asked Michael Chertoff, executive chairman of • 357 million variants of malware were detected. The Chertoff Group and former head of the US Department of Homeland Security, to comment Clearly, organizations face the danger of significant on the chance that state-sponsored or nonstate- losses from cybersecurity incidents and breaches. sponsored terrorist groups will initiate a material The 2011 recommendations for voluntary cyberattack. Chertoff responded that this is “the cybersecurity risk disclosure guidance from the US most serious threat we currently face.”3 Cybersecurity incidents and breaches cause significant losses to affected organizations. For example, if an organization’s information system is hacked and millions of customers’ data are stolen, the organization’s post-breach costs that are related to the attack will break down as follows:4 • 41 percent from lost customer business from either a lack of trust from existing customers or a diminished ability to attract new customers • 17 percent for legal fees to defend the organization in lawsuits resulting from the breach • 16 percent to discover what went wrong and why • 26 percent comprised of eight different line items, none of which exceeds 8 percent In the United States in 2016, the average cyberbreach cost to an organization that had a small Grace F. Johnson, CPA data breach (fewer than 100,000 customer records) Is the McCoy Professor of Management and Accounting in the was US $7.35 million.5 Department of Business and Economics at Marietta College (Ohio, USA). She can be reached at [email protected]. ISACA JOURNAL VOL 4 1 ©2018 ISACA. All rights reserved. www.isaca.org Securities and Exchange Commission (SEC) for Figure 1—Companies Evaluated in the Study publicly traded companies have been the subject of support and criticism, but such disclosure Abbott Laboratories is a valuable picture of the vulnerability of an Allergan Plc organization’s data and information systems. These Alphabet Inc. disclosure narratives—which should be included American Express Company among the top risk factors in a company’s Form Apple Inc. 10-K (the annual report required by the SEC for public companies), “if these issues are among the The Bank of New York Mellon Corporation most significant factors that make an investment BlackRock Inc. 7 in the company speculative or risky” —offer a Bristol-Myers Squibb Company reminder to Form 10-K readers that the information Caterpillar Inc. technologies on which an organization relies for its most critical business processes can be the target Cisco Systems Inc. of enemies on the outside and the inside. Colgate-Palmolive Company Costco Wholesale Corporation This article examined disclosures about The Dow Chemical Company cybersecurity threats included in Item 1A-Risk Factors on Form 10-K. A sample of organizations Eli Lilly and Company listed in the Standard & Poor’s (S&P) 100 Index Exxon Mobil Corporation were chosen for an examination of their cyberrisk FedEx Corporation disclosures in the year the SEC recommendations General Motors Company were released (fiscal year 2011) and five years later Halliburton Company (fiscal year 2016). Intel Corporation Using a small sample of the largest US publicly JPMorgan Chase & Co. traded companies that were considered leaders Lockheed Martin Corporation in their industries, this article identifies the McDonald’s Corporation cybersecurity threats that large companies deem material and highlight in their Item 1A-Risk Factors MetLife, Inc. disclosures and examines specific ways that their Monsanto Company cybersecurity risk factor narratives have changed Nike Inc. between the year that the SEC released guidance Philip Morris International Inc. about these disclosures (2011) and the most Raytheon Company recent fiscal year end (2016). In this study, the terms “cyberrisk,” “cybersecurity risk,” “IT risk” and Southern Company “information systems risk” are interchangeable. Texas Instruments Incorporated Union Pacific Corporation Methodology United Technologies Corporation The study analyzed the cybersecurity risk factor Verizon Communications Inc. disclosures of one-third of the corporations listed Wal-Mart Stores Inc. in the S&P 100 Index on 31 May 2017. Figure 1 lists the 33 studied companies. For the several companies whose 2011 fiscal years ended within a few months prior to the October 2011 release of the SEC’s disclosure recommendations, ISACA JOURNAL VOL 4 2 ©2018 ISACA. All rights reserved. www.isaca.org the fiscal year 2012 Form 10-K was used for Business Activities analysis because it was the first annual filing subject The SEC encourages registrants to describe the to the SEC’s guidance. nature of information technology-dependent business activities and the effect and financial Each company’s Item 1A-Risk Factor disclosure costs of cyberrisk on those activities. Close to 50 was examined for narratives about information percent of the companies reported this information system risk. These narratives were read in full and in 2011 and, in 2016, about 60 percent disclosed the comparisons were made between the disclosures in information; however, several qualifications must be 2011 and 2016. Those comparisons included: made about the disclosures: • Whether both, one or neither year’s narrative • Not all of the 20 companies that provided business addresses the five areas of coverage activity narratives in 2016 included meaningful recommended by the SEC details about these activities. Some noted their IT-dependent activities in general terms, such as • If the two years’ disclosures are unique, follow a Costco Wholesale’s statement from its 2016 Form template or use boilerplate language 10-K: • How 2016 cybersecurity risk topics differ from We rely extensively on computer systems to those identified in 2011 process transactions, compile results, and manage our business.”8 Other companies Study Results and Discussion omitted their business activities but The two key study takeaways are: provided lists of types of data subject to cyberrisk. Eli Lilly and Company’s 2016 • Across the five-year period, companies provide Form 10-K narrative exemplified this more cybersecurity risk information. approach, stating, “This includes valuable • In nearly 40 percent of the 2016 Form 10-Ks, trade secrets and intellectual property, cyberrisk disclosures are detailed and specific. corporate strategic plans, marketing plans, customer information, and personally SEC Recommended Disclosures identifiable information, such as employee and patient information.”9 Figure 2 reports the 2011 and 2016 disclosures according to the five SEC suggested topic areas for The Colgate-Palmolive and Nike disclosures stood Item 1A-Risk Factors on the Form 10-K. out for their highly useful and specific descriptions of the nature of their business functions. Figure 2—Five SEC-Suggested Risk Factors Topic Area Narratives 2011* Percent 2016 Percent Business activities, 13 43 20 61 impact and cost Outsourced IT 9 30 19 58 functions and steps to mitigate risk Incidents, impacts 4 13 17 52 and significance Consequences of 29 97 33 100 undetected incidents Insurance coverage 2 7 7 21 and amounts *In 2011, three companies (Halliburton, Monsanto, and Texas Instruments) did not identify information technology risk in Item 1A. Therefore, 2011 percentages reflect the number out of 30, rather than 33, companies. ISACA JOURNAL VOL 4 3 ©2018 ISACA. All rights reserved. www.isaca.org • Because of overlapping content in the description Insurance Policies Covering Cybersecurity Threats of the impact of cybersecurity risk on company Four of the SEC’s five recommended risk topics business activities and the SEC’s fourth suggested emphasize the hazards inherent in using information area for inclusion, a narrative focusing on the technologies. The fifth topic encourages companies consequences of undetected cyberincidents, these to highlight the protection they have for these narratives were blended together in the Item 1A hazards. In 2016, just 21 percent of companies disclosures. indicated that they were insured for IT risk. In the 2011 Form 10-Ks, only 7 percent of companies • None of the companies quantify costs of identified the existence of insurance coverage. cyberthreats, but qualitatively tally these costs in terms such as lost business, weakened competitive positions, impaired reputations and adverse impacts on profits and/or financial THE DEGREE OF QUALITATIVE condition. IMPROVEMENT FROM 2011 TO 2016 SHOWS Outsourced IT Functions and Steps to Mitigate THAT LENGTHIER DISCLOSURES APPEARED Associated Risk of Outsourcing Although not the only company