The class was exactly what I was looking for. It has been the best training I have received and was exactly relevant to my duties.

Kristin Y. Franzoy, Senior Financial Analyst, Sun Healthcare Group, Inc., Albuquerque, NM

Form 10-K In Depth Workshop

Two and one-half days — 20 CPE Credits

AVERAGE CLASS SIZE APPROXIMATES 25

A creative, highly acclaimed and unique concept in SEC training that goes beyond the basic requirements. Expanded to two and one-half days to accommodate the ever-expanding Form 10-K and to allow more participant involvement.

A "learn by doing" workshop - providing you with a comprehensive analysis of the requirements of each 10-K Item, with emphasis on:

• Why the SEC is asking for the required information

• Key items that SEC reviewers are most likely to look for

• The latest "hot" issues triggering comments from SEC reviewers

• Plus! All the changes for reporting internal controls

A comprehensive case study that allows you to apply what you learn on a "hands-on" basis:

• Be a 10-K reviewer, as you critique and correct the case study 10-K, Item-by-Item

• Be a 10-K preparer, as you analyze the case study information and actually write the MD&A

Virtually everything you need to know to prepare your company's Form 10-K so that it meets all legal and accounting requirements and satisfies any SEC reviewer.

NOTE: If you are new to SEC Reporting, we strongly recommend you attend our SEC Reporting Skills Workshop to learn SEC reporting fundamentals before attending this workshop.

SCHEDULE

DAY ONE

8:30 - 9:00 a.m. — Registration/Continental Breakfast

9:00 - 10:00 a.m. — Overview of Form 10-K and Introduction to the Case Study

• Welcome and program introduction
• New deadlines – three year phase-in and examples
• Changes to Form 10-K due to the new Form 8-K rules
• Sarbanes-Oxley impact- certifications, internal control over financial reporting, disclosure controls and the new Public Accounting Oversight Board
• Structure of the Form 10-K – its relationship to the Annual Shareholders' Report and Proxy Statement
• Sources of the 10-K requirements – Regulation S-K, Regulation S-X, and the Form 10-K instructions
• What triggers a review of a 10-K by the SEC
• Introduction to the case study materials

10:00 - Noon — Item 1 - Business

• General business description – current year developments
• Financial information - by segment and by geographic area
• Required segment disclosures regarding products, customers, competition, raw materials, backlog, and seasonality
• Environmental and legal issues
• Web site posting disclosures for periodic reports
• Review and critique of Item 1 of the case study

Noon - 1:00 p.m. — Luncheon

1:00 - 1:15 p.m. — Items 1A and 1B - Risk Factors and Unresolved Staff Comments

1:15 - 2:15 p.m. — Items 2 and 3 - Properties and Legal Proceedings

• Description of properties – discussion of their suitability, adequacy, capacity and utilization
• Disclosure of legal and environmental proceedings – materiality considerations – ordinary and routine vs. unusual legal matters
• Review and critique of Items 2 and 3 of the case study

2:15 - 2:45 p.m. — Items 4 and 5 - Shareholder and Common Stock Information

• Matters submitted to shareholder vote – reporting the results
• Market and prices for common stock – holders of common stock – dividend information – unregistered sales of equity securities - use of proceeds of an IPO – equity security re-purchases
• Review and critique of Items 4 and 5 of the case study

2:45 - 4:15 p.m. — Item 6 - Selected Financial Data

• The "5-year summary" – required disclosures – optional disclosures - precluded disclosures
• Review and critique of Item 6 of the case study

4:15 - 5:00 p.m. — Item 7A - Market Risk Disclosures

• Segregation of market risk sensitive instruments – trading vs. non-trading – market risk exposure category
• Quantitative information – choice of tabular presentation, sensitivity analysis or value at risk disclosure
• Comparative disclosures – impact of change in method of presentation
• Qualitative information – description of market risk exposures and how they are managed
• Encouraged disclosures – disclosure limitations

5:00 - 6:30 p.m. — Cocktail Party for Participants and their Guests

DAY TWO

8:00 - 8:30 a.m. — Continental Breakfast

8:30 - Noon — Items 8 and 15 - Financial Statements and Supplementary Financial Data

• Required financial statements
• Other items to be included – financial statement schedules – separate financial statements of other entities – exhibits
• Unique presentation and disclosure requirements prescribed by the SEC – pitfalls to avoid
• "Hot" accounting issues currently being watched for by the SEC reviewers in their war against "earnings management"
• Important staff accounting bulletins on materiality, revenue recognition, restructuring and impairment charges, loan loss allowance
• Proposed expansion of financial statement schedules
• New disclosures for auditors' fees and services

Noon - 1:00 p.m. — Luncheon

1:00 - 2:00 p.m. — Items 8 and 15 - Financial Statements and Supplementary Financial Data (Continued)

• Review and critique of Items 8 and 15 of the case study

2:00 - 2:15 p.m. — Item 9 - Changes in and Disagreements with Accountants

• Relationship to previously-filed Form 8-K
• When required and what must be disclosed

2:15 - 2:30 p.m. — Item 9A - Controls and Procedures

• Required reporting about disclosure controls
• The evaluation of disclosure controls and internal controls
• Relationship to certifications
• Changes to disclosures and certifications for internal controls

2:30 - 5:00 p.m. — Item 7 - Management's Discussion and Analysis

• Evolution of the requirements – FR 36 – FR 72 – the Caterpillar, SONY, and other enforcement actions – the SEC's ever increasing concern
• Items to be included in discussing liquidity, capital resources and results of operations
• Required disclosures by segment or other business components
• Effect on discussion of known trends, demands, events, commitments and uncertainties
• Discussion of critical accounting policies
• New disclosures for off-balance sheet risks and contractual commitments
• Disclosures required by FR-61 for liquidity, non-traded derivatives and related party transactions
• Non-GAAP measures – new Regulation G and S-K Item 10
• Use of cautionary language under the 1995 Private Securities Litigation Reform Act
• The AICPA's Attestation Standard No. 8: should you have your independent accountants audit or review your MD&A?

DAY THREE

8:00 - 8:30 a.m. — Continental Breakfast

8:30 - 10:30 a.m. — Item 7 - Management's Discussion and Analysis (Concluded)

• Preparation of the case study MD&A

10:30 - Noon — Items 10, 11, 12, 13 and 14 - The Proxy Information

• The new Equity Compensation Plan disclosure
• Disclosures regarding directors and executive officers, security ownership, and certain relationships and transactions
• Audit Committee Financial Experts and Code of Ethics Disclosures
• The executive compensation disclosure requirements
• Naming of violators of Section 16 reporting requirements
• Review and critique of Items 10, 11, 12, 13 and 14 of the case study

Learning Objective: To provide an understanding of the requirements in annual and/or interim filings with the SEC.
Delivery Method: Group-Live
Prerequisites/Advance Preparation: None
Program Level: Intermediate.

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