SEC Reporting

Question 0

Form 10-K

Answer 0

filed annually; includes

• disclosures
• MD&A
• audited F/S (GAAP)

Question 1

registration statements

Answer 1

required to issue new securities

• disclosures about securities
• relationship of securities to others
• audited F/S
• description of business risk factors

Question 2

large accelerated filer

Answer 2

issuer with market value of outstanding common equity held by non-affiliates of $700 million or more as of Q2 end.

10-K deadline: 60 days after fiscal YE
10-Q deadline: 40 days after end of fiscal quarter

Question 3

accelerated filer

Answer 3

issuer with market value of outstanding common equity held by non-affiliates of $75 million or more but less than $700 million as of Q2 end.

10-K deadline: 75 days after fiscal YE
10-Q deadline: 40 days after end of fiscal quarter

Question 4

10-K deadline for non-accelerated filers

Answer 4

90 days after fiscal YE

Question 5

Form 10-Q

Answer 5

filed quarterly; includes

• unaudited F/S (GAAP)
• interim period MD&A
• certain disclosures

Question 6

10-Q deadline for non-accelerated filers

Answer 6

45 days after end of fiscal quarter

Question 7

Form 11-K

Answer 7

annual report of company’s employee benefit plan(s)

Question 8

Forms 20-F and 40-F

Answer 8

(F) foreign, private issuers
filed annually, similar to 10-K (GAAP, IFRS, or other)

40 (Canadian companies registered w/ SEC)
20 (other non-US registrants)

Question 9

Form 6-K

Answer 9

filed semi-annually by foreign private issuers

similar to 10-Q

Question 10

Form 8-K

Answer 10

filed to report major corporate event or changes

asset acquisitions/disposals, changes in management

Question 11

Forms 3, 4 and 5

Answer 11

filed by directors, officers, beneficial owners of more than 10%of a class of equity securities

Question 12

Regulation S-X

Answer 12

SEC standards for form and content of and requirements for interim and annual F/S to be filed

Question 13

requirements for interim F/S

Answer 13

• F/S must be reviewed and report filed with F/S
• includes B/S, I/S, and CF/S (may be condensed)
• adjustments to F/S
• disclosures (material contingencies and subsequent events to end of recent fiscal year)

Question 14

requirements for annual F/S

Answer 14

• F/S must be audited and report filed with F/S
• must include 2 B/S and 3 I/S, CF/S and SE/S (only 2 for IFRS)
• required disclosures

Question 15

disclosure requirements for annual F/S

Answer 15

dividends/share
principles of consolidation/combination
assets subject to lien
defaults (issue of securities/credit agreements)
preferred shares disclosures
changes in bonds, mortgages, or similar debt
summarized financial information of subsidiaries
income tax expense
warrants/rights outstanding
related party transactions
policies for derivative instruments

Question 16

XBRL

Answer 16

extensible business reporting language
data tags to describe financial information
tells computers how to interpret context of text

Question 17

tag

Answer 17

machine-readable code that gives standard definition for each line item in F/S
provide contextual information that allow data to be recognized/processed by software

Question 18

taxonomy

Answer 18

defines specific tags

GAAP, IFRS, global ledger, industry or company specific

Question 19

instance document

Answer 19

XBRL formatted document that contains tagged data

Question 20

SEC interactive data rule

Answer 20

requires US public and foreign private issuers that use GAAP/IFRS to present F/S and any applicable schedules to use XBRL

Question 21

phase-in periods

SEC interactive data rule

Answer 21

over three years

Question 22

phase-in year 1

Answer 22

domestic and foreign large accelerated filers with public afloat above 5 billion that use GAAP for forms with fiscal period ending on or after June 15, 2009

Question 23

phase-in year 2

Answer 23

domestic and foreign large accelerated filers that use GAAP for forms with fiscal period ending on or after June 15, 2010

Question 24

phase-in year 3

Answer 24

all remaining filers (GAAP/IFRS) with forms for fiscal period ending on or after June 15, 2011

Question 25

data tagging details

Answer 25

4 levels starting one year from the filer’s initial XBRL submission

Question 26

level 1

Answer 26

each complete footnote/schedule is tagged as a single block of text

Question 27

level 2

Answer 27

each significant accounting policy within the significant accounting policy footnote is tagged as a single block of text

Question 28

level 3

Answer 28

each table within each footnote/schedule is tagged as a separate block of text

Question 29

level 4

Answer 29

within each footnote/schedule, each amount is required to be separately tagged

Question 30

modified liability

Answer 30

provision for liability in non-compliant XBRL submissions for 24 months from the time the filer first is required to submit

period ends 10/31/14

Question 31

30-day grace period

Answer 31

interactive data required within 30 days after the earlier of:
due date or filing date

Question 32

posting to corporate website

Answer 32

information submitted to SEC in interactive data format must be posted on filer’s corporate website no later than the end of the calendar day on date filed OR date it was required (whichever is earlier)

Question 33

interim F/S period requirements

Answer 33

B/S: end of FQ AND end of preceding FY

I/S: recent FQ, period b/w end of preceding FY and end of recent FQ, AND corresponding period of preceding FY; may present cumulative 12-month period also

CF/S: period b/w end of preceding FY and end of recent FQ) AND corresponding period of preceding FY; may present cumulative 12-month period also