SEC Reporting

Chapter 4The Annual Report: Form 10-K

Learning objectives

• Identify the relationship Form 10-K has to the SEC’s integrated disclosure concept.
• Identify nonfinancial disclosure issues for early resolution.
• Determine the general requirements of Form 10-K and their interrelationship to the requirements of Regulations S-K and S-X.

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Introduction

Form 10-K is the annual report required to be filed by companies whose securities are registered with the SEC. Preparation of the documents and the separate “glossy” annual report (if one is prepared) is a costly process involving significant efforts on the part of management, the independent accountants, the legal advisers, and, in more and more companies, the public relations firm. To ensure that the end result complies with the SEC’s rules and regulations, the company and its professionals must thoroughly understand the company, the rules and regulations, and their own roles in the preparation process.

The rules and regulations pertaining to Form 10-K and to SEC filings in general are voluminous and complex. Any materially incomplete or inaccurate information in the Form 10-K can have significant legal and other ramifications for the company and its directors, officers, and professional advisers. ...