Table of Contents
I. SEC Rules and Regulations
A. Rule as to Use of Form 10-K 2-5
B. Application of General Rules and Regulations 2-5
C. Preparation of Report 2-6
D. Signature and Filing of Report 2-6
E. Disclosure With Respect to Foreign Subsidiaries 2-6
F. Information as to Employee Stock Purchase, Savings and Similar Plans 2-7
G. Information to be Incorporated by Reference 2-7
H. Integrated Reports to Security Holders 2-8
I. Omission of Information by Certain Wholly-Owned Subsidiaries 2-8
J. Use of this Form by Asset-Backed Issuers 2-10
II. SEC Staff Guidance
III. How the Rules Work
a. Filer Categories & Deadlines 2-16
b. Rule 12b-25 Extensions 2-25
c. Incorporating Proxy Statement Information Into 10-K 2-26
d. Incorporating Glossy Annual Report Into 10-K 2-27
e. Amending 10-K 2-28
f. Consequences of Late Filings 2-28
g. Signature & CEO/CFO Certification Requirements; Filing Mechanics 2-29
h. Annual Reports to Shareholders 2-31
i. Typeface & Printing Requirements 2-31
j. Cover Page Requirements 2-32
k. Calculating “Public Float” 2-34
l. Audit Reports 2-35
m. Substantive Requirements for 10-K 2-36
n. Other Disclosure Requirements 2-41
o. Exhibits 2-42
IV. Common Questions & Our Analysis
a. Deadlines 2-42
b. Amendments 2-46
c. Rule 12b-25 Deadline Extensions 2-49
d. Difficult to Partially File MD&A or Financial 2-50
e. Annual Report to Shareholders 2-50
f. Cover Page 2-53
g. Substantive Requirements for 10-K 2-60
h. Signature and Approval Requirements 2-65
V. History
