SEC Reporting Skills Workshop

Master Forms 10-K, 10-Q, 8-K and the proxy statement
Customize your workshop experience! Bring your SEC filings
Use all key sources of SEC reporting rules and guidance

Write a risk free MD&A with ease
Deal with the SEC staff and understand their "hot-buttons"
Learn what’s new at the SEC, including an update on the JOBS Act “IPO on-Ramp” the proposed IFRS roadmap, and XBRL

Date	City	Hotel	Register
May 17-18	Baltimore, MD	Hyatt Regency	Register
May 17-18	Dallas, TX	Hyatt Regency	Register
May 23-24	San Francisco, CA	JW Marriott Union Square	Register
June 7-8	San Diego, CA	Manchester Grand Hyatt	Register
June 14-15	Orlando, FL	Disney's Boardwalk Inn	Register
June 18-19	New York, NY	Marriott Marquis	Register
July 12-13	Las Vegas, NV	Wynn	Register
August 16-17	Garden Grove, CA	Hyatt Regency Orange County	Register
August 16-17	New York, NY	Marriott Marquis	Register
August 20-21	Dallas, TX	Hyatt Regency	Register
September 6-7	Boston, MA	Hyatt Regency Cambridge	Register
September 20-21	Chicago, IL	Hyatt Regency Chicago	Register
September 24-25	San Francisco, CA	Renaissance Stanford Court	Register
October 11-12	Dallas, TX	Hyatt Regency Dallas	Register
October 22-23	Las Vegas, NV	Encore at Wynn	Register
October 29-30	New York, NY	Marriott Marquis	Register
November 19-20	Chicago, IL	Hyatt Regency Chicago	Register
November 19-20	San Diego, CA	Sheraton Hotel & Marina	Register
November 28-29	Orlando, FL	Walt Disney World Swan and Dolphin Resort	Register
November 29-30	Atlanta, GA	Grand Hyatt Atlanta	Register
December 3-4	San Francisco, CA	The Fairmont Hotel	Register
December 17-18	New York, NY	The Westin at Times Square	Register

Agenda

Day 1
8:30 - 9:00 a.m.	Registration/Breakfast
9:00 - Noon	Overview of the SEC's Requirements Welcome and program introduction The SEC Jeopardy Game The 1933 Act vs. the 1934 Act -- registration vs. periodic reporting 1934 Act filings: Forms 10-K, 10-Q, 8-K; who files; when, how and why Administrative requirements; special aspects of EDGAR (electronic) filings -- due dates; getting an extension; consequences of non-timely filing; amendments The SEC's integrated disclosure system -- use of Regulations S-K and S-X What pronouncements you must know; how the rules, regulations, forms, financial reporting releases, staff accounting and staff legal bulletins and C&DIs fit together Researching SEC problems; building your own SEC reference library Working with the SEC staff
Noon - 1:00 p.m.	Networking Luncheon
1:00 - 3:30 p.m.	Drafting Your Annual Report on Form 10-K Structuring Form 10-K -- relationship to the Annual Report to Shareholders and Proxy Statement Walk-through of the narrative sections of the 10-K, highlighting controversial and frequently missed items Key disclosure issues in -- risk factors, unresolved staff comments, describing your business, properties, involvement in litigation, environmental concerns, market performance and providing financial highlights Differences between the standard Form 10-K and the 10-K for the Smaller Reporting Companies Working with Regulation S-K Disclosure Controls CEO and CFO 302 and 906 Certifications
3:30 - 5:00 p.m.	The Management's Discussion and Analysis Section Dealing with the current economic environment The basics of the SEC's principles-based rules Using plain-English How best to describe: Liquidity and capital resources, "known trends" and "known uncertainties" and year-to-year results of operations How to discuss results of operations by segment Voluntary vs. mandatory forward-looking information in the MD&A Financial Reporting Release 36 -- the SEC's interpretations and guidance in applying the requirements The requirement to disclose critical accounting estimates The SEC's latest MD&A Guidance -- FR 72 Disclosing pro forma earnings and other alternative measures of performance -- Regulation G and S-K Item 10 SAB 74: How should the effects of the FASB's major new standards be disclosed? Who should contribute what -- organizing the MD&A drafting project Lessons learned from Enforcement actions
5:00 - 6:30 p.m.	Welcome Reception

Day 2
8:00 - 8:30 a.m.	Breakfast
8:30 - 10:00 a.m.	MD&A, concluded, and The PSLRA "Meaningful cautionary language" under the 1995 Private Securities Litigation Reform Act -- how detailed should it be? How does it protect you?
10:00 - Noon	Financial Statement Requirements of Form 10-K Working with Regulation S-X -- financial statement disclosures and schedules that exceed GAAP PCAOB vs. AICPA Rules on periods to be covered, consolidation, special entities and footnotes Unconsolidated subsidiaries and equity investees -- requirements for separate financial statements or summarized financial data Other financial statements that may be required Reduced financial statement disclosure requirements for Smaller Reporting Companies -- Article 8 of Regulation S-X The latest list of SEC "hot buttons" in financial reporting The transition to XBRL Update on SEC's IFRS Roadmap
Noon - 1:00 p.m.	Networking Luncheon
1:00 - 2:00 p.m.	Drafting Your Quarterly Report on Form 10-Q Everything you should know about the preparation and filing of the quarterly report Special financial statement considerations, condensing the statements, footnote requirements Differences between the standard Form 10-Q and the 10-Q for the Smaller Reporting Companies Tips for preparing the MD&A in Form 10-Q The required SAS 100 review Disclosure controls and changes in internal control CEO and CFO 302 and 906 Certifications
2:00 - 3:00 p.m.	Current Reports on Form 8-K Walk-through of the various items The importance of timely disclosure of material corporate events; press releases vs. 8-K reporting Reporting the acquisition or disposition of material assets or businesses The need for audited and unaudited financial statements and pro forma information in connection with a business acquisition or disposition Reporting auditor changes -- pitfalls to avoid
3:00 - 3:30 p.m.	Staying Out of Trouble: Insider Trading and Liability Risks for Corporate Officers, Directors and Principal Shareholders Civil and criminal liability risks under the 1934 Act Insider trading rules and reporting under Section 16 The short-swing trading restrictions under Section 16
3:30 - 4:30 p.m.	Proxy Statements and Annual Reports to Shareholders Statutory requirements, the "proxy rules" Disclosures in the annual report to shareholders Preliminary and definitive proxy statements -- timing considerations Differences between the standard Proxy Statement and the Proxy Statement for the Smaller Reporting Companies Executive Compensation Disclosures Disclosures regarding directors and executive officers, security ownership, transactions with management, and delinquent filers of Forms 3, 4, and 5 The new Proxy Disclosure Enhancements Rule Beware of "Forward Certification"
NOTE: Current Activity at the SEC will be Discussed Throughout the Program

CPE Credits:

Program Level:

Overview

Prerequisites:

None

Learning Objective: By using interactive lecture and examples, this workshop will give participants a basic understanding of how to prepare the US SEC's periodic reporting forms: 10-K Annual Report, 10-Q Quarterly Report, 8-K Current Report, as well as an understanding of how to comply to the annual proxy requirements and gain knowledge into how to research information.

Date	City	Hotel	Register
May 17-18	Baltimore, MD	Hyatt Regency	Register
May 17-18	Dallas, TX	Hyatt Regency	Register
May 23-24	San Francisco, CA	JW Marriott Union Square	Register
June 7-8	San Diego, CA	Manchester Grand Hyatt	Register
June 14-15	Orlando, FL	Disney's Boardwalk Inn	Register
June 18-19	New York, NY	Marriott Marquis	Register
July 12-13	Las Vegas, NV	Wynn	Register
August 16-17	Garden Grove, CA	Hyatt Regency Orange County	Register
August 16-17	New York, NY	Marriott Marquis	Register
August 20-21	Dallas, TX	Hyatt Regency	Register
September 6-7	Boston, MA	Hyatt Regency Cambridge	Register
September 20-21	Chicago, IL	Hyatt Regency Chicago	Register
September 24-25	San Francisco, CA	Renaissance Stanford Court	Register
October 11-12	Dallas, TX	Hyatt Regency Dallas	Register
October 22-23	Las Vegas, NV	Encore at Wynn	Register
October 29-30	New York, NY	Marriott Marquis	Register
November 19-20	Chicago, IL	Hyatt Regency Chicago	Register
November 19-20	San Diego, CA	Sheraton Hotel & Marina	Register
November 28-29	Orlando, FL	Walt Disney World Swan and Dolphin Resort	Register
November 29-30	Atlanta, GA	Grand Hyatt Atlanta	Register
December 3-4	San Francisco, CA	The Fairmont Hotel	Register
December 17-18	New York, NY	The Westin at Times Square	Register

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Year after year, an excellent program. I expect to attend this program every year until I retire!

Pamela B. Bruno Vice President, Controller & CAO BNP Residential Properties, Inc. Charlotte, NC

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