Form 10-K Topic Page

Lawyer Links Hyperlinked 10-K

SEC Website PDF

New for 2005 - 2006

Securities Offering Reform changes

While most relevant to securities offerings by WKSIs,
Securities Offering Reform made changes to periodic reporting
10-K disclosure of Risk factors
Well-known seasoned issuer status: Check-the-box
Voluntary filer status: Check-the-box
Disclosure of unresolved SEC staff comments

For accelerated filers and WKSIs

Developments

Well-known seasoned issuer - Rule 405
"Not required to file": Voluntary issuer
Compliant filer
Late filings
Accelerated filer
Shell company

IRS disclosures

Rev Proc 2005-51 8.15.05
Adopted per American Jobs Creation Act of 2004

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)

SEC Rules

Rule 13a-1 Annual reports required

13a-1

Rule 15d-1 Annual reports required

15d-1

Preliminaries

Cover Check Boxes

Well-known seasoned issuer - Rule 405
"Not required to file": Voluntary issuer
Compliant filer
Late filings
Accelerated filer
Shell company
Public float

General Instructions

A - Use of Form 10-K

B - SEC general rules

Form 10-K

C - Preparation of report

Form 10-K

D - Signature and filing

Form 10-K

E - Foreign subsidiaries

Form 10-K

F -Employee stock purchase plans

G - Incorporation by reference

Form 10-K

H - Integrated reports

Form 10-K

I - Wholly-owned subsidiaries

Form 10-K

J - ABS Issuers

Form 10-K

Part I

Item 1 - Business

Form 10-K

Refers to S-K 101

Item 1A - Risk factors

Form 10-K

New 10-K Item added by Securities Offering Reform
Refers to S-K 503(c)

Item 1B - Unresolved staff comments

Form 10-K

New item added by Securities Offering Reform
SEC Staff Comment Letters
Current Form 10-K Precedent

Item 2 - Properties

Form 10-K

Refers to S-K 102

Item 3 - Legal proceedings

Form 10-K

Refers to S-K 103
Requires disclosures about proceedings terminated in 4Q

Item 4 - Results of security holder vote

Form 10-K

Applies if to security holder actions in 4Q

Part II

Item 5a - Market information

Form 10-K

Refers to S-K 201

Item 5a - Unregistered sales of equity securities

Form 10-K

Refers to S-K 701(a)-(e)
Requires disclosures about unregistered sales
of equity securities during the reporting period
Unless previously reported on 10-Q, 10-QSB or 8-K

Item 5b - Use of Proceeds

Form 10-K

Refers to S-K 701(f)
Requires disclosures about use of proceeds from registered sales of equity securities

Item 5c - Issuer repurchases

Form 10-K

Refers to S-K 703
Requires disclosures about purchases of equity securities by the issuer and affiliated purchasers

Item 6 - Selected financial data

Form 10-K

Refers to S-K 301
Requires tabular disclosure of specified financial items

Item 7 - MD&A

Form 10-K

Key disclosure section, refers to S-K 303
But SEC interpretations, custom and practice
are especially important here

S-K 303 Topic Page
Stand-alone requirements have been added to MD&A

S-K 303(a)(4) was added in 2003
◊ Covers off-balance sheet arrangements
◊ See Off-balance Sheet Arrangements
S-K 303(a)(5) was added in 2003
◊ Covers aggregate contractual commitments
◊ See Contractual Commitments
SEC has recommended disclosures about
critical accounting estimates
◊ Covers aggregate contractual commitments
◊ See Critical Accounting Estimates

Current Form 10-K Precedent

Item 7A - Market risk disclosures

Form 10-K

Refers to S-K 305
Disclosure requirements for
market risk sensitive instruments:
◊ Derivative financial instruments
◊ Other financial instruments
◊ Derivative commodity instruments