We completed our first 20-F and the 20-F Reporting Workshop I attended was invaluable! The binder was an excellent resource -- I referred to it several times a day. Definitely two days well spent, and the binder was a very useful resource for me! Thanks again for the great session.

Lisa Mayhew, CA, CPA
Manager, Financial Reporting
Zarlink Semiconductor,
Ottawa, ON, Canada

To register online, click the city below. To register by fax, click here. For hotel information, click here.

2009 Dates to be announced

SEC Reporting Skills for Foreign Private Issuers:
The Annual Report on Form 20-F

16 CPE Credits

• Learn the reporting requirements of the U.S. Securities and Exchange Commission

• Master Form 20-F -- The annual report for non-U.S. companies

• Stay abreast of the latest SEC hot topics for non-U.S. companies

COURSE SCHEDULE

8:30 - 9:00 — Registration/Continental Breakfast

9:00 - 11:30 — Overview of the SEC's Requirements

• Welcome and program introduction
• The 1933 Act vs. the 1934 Act - registration vs. periodic reporting
• 1934 Act filings; who files; when, how and why. Recent changes in SEC rules armed at regaining investor confidence
• Administrative requirements; special aspects of EDGAR (electronic) filings - due dates; getting an extension; consequences of non-timely filing; amendments
• The new internal control certification and report in 2005
• The SEC's integrated disclosure system - the Form 20-F instructions, 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 fit together
• Researching SEC problems; building your own SEC reference library

11:30 - Noon — Working with the SEC staff

• The SEC's hierarchy - structure of the Division of Corporation Finance and Corp Fin's International Office
• Effective ways to deal with the SEC staff; who to contact and when to seek SEC advice
• The role of the Office of the Chief Accountant
• The "at least every third year" review requirement - what kind of comments you can expect and how to respond
• The SEC's enforcement process - pitfalls to avoid

Noon - 1:00 — Luncheon

1:00 - 1:30 — General Requirements of the Annual Report on Form 20-F

• Eligibility for use of the Form 20-F - the foreign private issuer
• Major changes to 20-F from the Sarbanes-Oxley Act
• CEO and CFO Certification requirements
• New Item 15 for the annual report - Controls and Procedures
• When annual reporting begins - when annual reporting can terminate
• Form 12b-25 for extensions of the due date

1:30 - 2:00 — Item 3 - Key Information

• Selected financial data (the "five year summary") - required disclosures - optional disclosures - precluded disclosures
• Reconciliation of data to U.S. generally accepted accounting principles ( GAAP )
• Foreign currency exchange rate information - current rate - six month and five year history of rates
• Risk factors specific to the company and the industry

2:00 - 3:00 — Item 4 - Information on the Company

• History and development of the company - significant events during the current year
• Capital expenditures and divestitures - a three year history
• Business overview - description of operations - revenues by category of activity and by geographic area
• Organizational structure of the company
• Property, plant and equipment disclosures - size and use - how held - discussion of suitability, adequacy and utilization
• Specialized industry information

3:00 - 5:00 — Item 5 - Operating and Financial Review and Prospects (Formerly called Management's Discussion and Analysis)

• The SEC's ever-increasing concern in the post Enron and Ahold NV environment
• FR 72 - SEC's latest guidance to improve MD&A
• Adding an executive level summary
• Expanding the liquidity and capital resources discussion
• Quantifying your critical accounting estimate discussion
• The SEC's new non-GAAP measures rule - Regulation G and 20-F guidance
• Evolution of the requirements - Item 303 of Regulation S-K - FR 36 - the Caterpillar, the Sony and other enforcement actions
• Items to be included in discussing liquidity, capital resources and results of operations
• Required disclosures by category of activity (segment) or other business components
• Effect on discussion of known trends, demands, events, commitments and uncertainties
• Applicability of the probability/materiality test to the known uncertainty
• Discussion of (or reference to) significant foreign vs. U.S. GAAP differences and U.S. GAAP disclosure requirements
• Disclosure of critical accounting estimates and other specific current areas of emphasis by the SEC
• Use of cautionary language under the U.S. Private Securities Litigation Reform Act

5:00 - 6:30 — Cocktail Party for Participants and Their Guests

DAY TWO — FORM 20-F (continued)

8:00 - 8:30 — Continental Breakfast

8:30 - 9:30 — Item 5 - Operating and Financial Review and Prospects (Formerly called Management's Discussion and Analysis) - Concluded

9:30 - 10:00 — Item 6 - Directors, Senior Management and Employees

• Identification of directors and senior management
• Compensation paid - bonus or profit-sharing arrangements - pension provisions - stock options granted
• Stock and stock option ownership
• Board of director information - audit and compensation committees
• Employee information - three year history

10:00 - 10:15 — Item 7 - Major Shareholders and Related Party Transactions

• Stock ownership by controlling and principal shareholders
• Information on U.S. portion of outstanding stock - percentage held and number of holders
• Transactions with and indebtedness from related parties

10:15 - 10:30 — Item 8 - Financial Information

• Financial statement requirements
• Audit and auditors report requirements
• Export sales disclosures
• Legal proceedings - both historical and outstanding
• Significant changes subsequent to year end

10:30 - 10:45 — Item 9 - The Offer and Listing

• Identification of all stock exchanges and other regulated markets - both U.S. and other countries - for the company's stock
• Trading prices in the U.S. market and the principal market outside the U.S.

10:45 - 11:00 — Item 10 - Additional Information

• Provisions of the company's articles of incorporation and bylaws
• Material contracts during the last two years
• Governmentally imposed exchange controls and other limitations on security holders rights
• Tax provisions of the registrant's home country affecting U.S. security holders

11:00 - 11:30 — Item 11 - Quantitative and Qualitative Disclosures About Market Risk

• 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

11:30 - 11:45 — Items 13 and 14 - Defaults, Dividend Arrearages and Delinquencies; Material Modifications to the Rights of Security Holders and Use of Proceeds

• Debt defaults and preferred stock dividend arrearages
• Changes in or limitations on the rights of security holders
• Reporting the use of proceeds of an initial public offering

11:45 - Noon — Item 16 - The New Disclosures

• 16A - Audit Committee financial expert disclosures
• 16B - Code of ethics disclosures
• 16C - Principal accountant fees and services disclosures
• Timing for the new disclosures
• Specific requirements and instructions for each disclosure

Noon - 1:00 — Luncheon

1:00 - 1:30 — Item 15 - Controls and Procedures

• Reporting on disclosure controls
• Building and documenting disclosure controls
• SOX 404 - Covered in more detail on Day Three

1:30 - 3:00 — Items 17 or 18 and 19 - Financial Statements and Exhibits

• Differences between Item 17 and Item 18 - which choice?
• Required financial statements
• Other items to be included - financial statement schedules and any other required separate financial statements or summarized financial information
• Reconciliation of financial statements to U.S. GAAP - requirements and exceptions
• Reporting currency requirements - convenience translations
• Unique presentation and disclosure requirements prescribed by Regulation S-X for Item 18 financial statements
• Today's hot accounting issues being watched for by the SEC reviewers, such as restructurings, impairments, acquisitions, consolidations and off-balance sheet financing arrangements
• S-X Rule 3-05 for acquired businesses in registration statements

3:00 - 4:30 — U.S. Company Reporting Rules Compared to Form 20-F Rules

• Form S-1 vs. Form F-1
• Form 10-K vs. Form 20-F
• Form 10-Q
• Form 8-K
• Form 6-K
• Forms 3, 4 and 5 for insiders
• U.S. Proxy Rules
• Short Swing Profit Rules

BACK TO TOP

Learning Objective: To provide an understanding of the requirements for non-U.S. registrants in annual filings with the SEC.
Delivery Method: Group-Live
Prerequisites/Advance Preparation: None
Program Level: Intermediate.

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