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Form 10-K
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 Form 10-K Topic Page
- Outlines Form 10-K with links to relevant
topic pages
- Topic pages in turn gather relevant
information
- Aggregate SEC rules, releases and FAQs
- Links to recent precedent SEC filings
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New for 2005
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Securities
Offering Reform changes
- For accelerated filers and WKSIs
Developments
IRS
disclosures
- Which added IRC §6707A(e)
- Requires 10-K disclosure if registrant or
affiliates has had to pay an penalty to the IRS for failing to make disclosures
to the IRS about transactions identified by the IRS as abusive or that have a
significant tax avoidance purpose
- Must include in 10-K Item 3 (Legal
Proceedings)
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When Due
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For 12.31 Fiscal Year Ends
 Large
Accelerated Filers - Accelerated Filers
- 75 calendar days after FYE
- 1Q 2006 10-Q - May 10
- 2Q 2006 10-Q - August 9
- 3Q 2006 10-Q - November 9
- 40 calendar days after period end
Non-Accelerated
Filers
- 2005 10-K / 10-KSB - March 31
- 90 calendar days after FYE
- 1Q 2006 10-Q / 10-QSB - May 15
- 2Q 2006 10-Q / 10-QSB - August 14
- 3Q 2006 10-Q / 10-QSB - November 14
- 45 calendar days after period end
Foreign
Private Issuers
Other
Filings
- Within 120 calendar days of Form 10-K filing
- 45 calendar days after issuer's FYE
- Subject to ERISA: Within 90 days of FYE
- Not subject to ERISA: Within 180 days of FYE
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2005 Hot Buttons
SEC's Current Accounting - Disclosure Issues
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Background
- Issued by Division of Corporation Finance on
12.01.05
- Summarizes developments and hot button issues
especially those relevant to disclosure
- Links below go to relevant Topic Pages
- Which provide a comprehensive treatment
for each particular issue
- Outline below tracks
SEC's index
Recent
rules, Proposed rules, Interpretive bulletins
- Recent enforcement actions involving GAAP
Other
issues
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Recent 10-K Amendments - Restatements & SEC Comments
SEC_CODE_REF_0090001192884
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Due
to financial
restatements
- Doral
Financial 2.27.06
- Frisch's
Restaurants
2.24.06
- Post-sale warranty services and other items
- Restatement results in a gain of $55 million
- Actuarial gain due to
FASB FSP 106-2
- See note 2 at page 95
- Over cash flow reporting
- Changes classification of the "distributions from
gain on sale Trusts, net of swap payments" from an operating cash flow to an
investing cash flow
- See note 2 at page 74
- To account for incentive servicing fees as
mortgage servicing rights rather than derivative instruments
- Impairment of the carrying amount of goodwill
- Valuation of anti-dilution warrants
- Additional costs on percentage-of-completion
contracts
- Computation of stock compensation expense
- Valuation allowances for deferred taxes
- Straight-line rent expense
- Classification of technical service expenses
- Provision for income taxes
- Recording of minority interest
- Over cash flow reporting
of discontinued items
- In response to SEC comment on Form S-3
post-effective amendment
- Amends 2004 Form 10-K over estimates for
product return and inventories
Due
to SEC review and comments
- Amends Item 9A disclosures in response to SEC
comment
- Amends Item 9A disclosures in response to SEC
comment
- Amends Item 9A disclosures in response to SEC
comment
- Amends Item 9A disclosures in response to SEC
comment
- To amend Item 9A disclosures
- Changes in response to SEC comments
on going private transaction
- Amended 10-K is incorporated by reference
- To amend Item 9A disclosures
- Changes to MD&A in response to SEC comments
- Revised MD&A section
- Changes in response to SEC comments
- Disclosure of backlog orders
- Expanded disclosures about internal controls
- Changes to wording of CEO-CFO certifications
- Changes to MD&A in response to SEC comments
- Arose in context of Oracle's acquisition of
PeopleSoft
- Revised MD&A section
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