10-K Disclosure Repetition and Managerial Reporting Incentives

ABSTRACT Standard setters and investors have expressed concern about the substantial amount of repetition of information found within firms' 10-K disclosures. Ostensibly, such repetition is the result of overlapping disclosure requirements that solicit similar information in separate sections of the 10-K. Our evidence, however, suggests that repetition of information within the 10-K is also a strategic response to managers' reporting incentives. We find evidence that, on average, discretionary repetition of information within the 10-K is driven by both litigation concerns and by managers' incentives to report information more opaquely when earnings performance is poor. We find no evidence that repetition of information within the 10-K is associated with improved price discovery following the 10-K filing date, but that repetition is in some cases associated with slower price discovery. Overall, our results suggest that current overlap in disclosure requirements allows managers to repeat information in ways that serve their strategic reporting purposes but that do not result in increased clarity for investors. JEL Classifications: D8; G38; M4