Jimmy Gentry presents "SEC Filings Overview" during Reynolds Business Journalism Week 2013. Reynolds Business Journalism Week is an all-expenses-paid seminar for journalists looking to enhance their business coverage, and professors looking to enhance or create business journalism courses. For more information about business journalism training, please visit businessjournalism.org.

1. Securities and Exchange
Commission Filings
Journalism Professors
Jan. 4, 2012
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2. Donald W. Reynolds National Center
For Business Journalism
At Arizona State University
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3. n James K. Gentry, Ph.D.
n Clyde M. Reed Teaching Professor
n School of Journalism and Mass Communications
n University of Kansas
n jgentry@ku.edu
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4. Securities and Exchange
Commission
n Created in wake of Crash of 1929 to
restore faith in markets
n Securities Act of 1933
n Securities Exchange Act of 1934
n Justice Brandeis’ role
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5. SEC Role
n Protect investors through disclosure of
certain information
n Maintain a fair, orderly and efficient
trading market, i.e. prevent
misrepresentation
n Maintain investor confidence
n Facilitate capital formation
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6. SEC Philosophy
n All investors should have access to
certain basic information about an
investment before buying it and as long
as they hold it.
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7. Who Files
n Companies with more than $10 million
in assets whose securities are held by
more than 500 owners must file annual
and other periodic reports.
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8. Accessing SEC Documents
n Finance.yahoo, other financial sites
n Company websites
n SEC: www.sec.gov
n SEC Filings and Forms (EDGAR)
n www.sec.gov/edgar.shtml
n EDGAR: Electronic Data Gathering, Analysis
and Retrieval System
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9. Key SEC Documents
n 10-K
n 8-K
n 10-Q
n Proxy statement
n Prospectus
n Form 13-D
n Form 4
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10. Form 10-K or Annual Report
n Historically, had been filed within 90
days after end of company fiscal year
n Today, 60, 75 or 90 days after fiscal
year ends, depending on company’s
public float
n Extensive financial data, including
income statement, balance sheet and
statement of cash flows
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11. Form 10-K (cont.)
n Extensive company information
n Auditor’s report
n MD&A or Management Discussion and
Analysis
n Extensive footnotes
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12. Form 8-K or Current Update
n “Material events”
n Since August 2004, companies have
four business days to file
n SEC posts them almost instantly upon
receipt
n Number of filings more than doubled
since rule change but has slowed
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13. Form 8-K (cont.)
n Change in company auditor and why
n Bankruptcy-protection filing
n Expanded disclosure involving director
or officer resignation or appointments
n Restatement of financial results
n Key litigation
n Termination of material agreements
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14. Form 8-K (cont.)
n Notice of de-listing by a stock exchange
n Significant costs of leaving a biz
n New off-books deals involving
significant debt
n Changes in company bylaws
n Changes in company fiscal year
n www.sec.gov/answers/form8k.htm
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15. Form 10-Q or
Quarterly Update
n Activities for the quarter (1, 2, 3)
n Legal proceedings
n Defaults
n Labor negotiations
n Discussion of “seasonality”
n MD&A
n Site of incorporation
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16. Form 10-Q (cont.)
n Many companies file 8-K with earnings
release
n “Material facts” must be in the 10-Q
that might not be included in the 10-K
n Key point: Unaudited
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17. Form 14 or Proxy Statement
n Information regarding upcoming annual
meeting
n Matters to be voted on at meeting
n Executive compensation
n Information on board members
n Shareholder proposals
n Major shareholders
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18. Form S-1 or Registration
Statement
n Also called prospectus
n Going public or selling new shares
n Financing, use of proceeds
n “Risk factors”
n Part I and Part II
n “Red herring”
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19. Form S-1 (cont.)
n Look at exhibits, which may include the
CEO’s employment contract or a list of
the company’s real estate around the
world
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20. Form13-D
n Must be filed by any outside investor
who buys 5 percent or more of a public
company’s stock
n Information on investors, even if are
private partnerships of individuals
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21. Form 4
n Announces changes in holdings of
directors and officers (even if hold no
stock), and shareholders owning 10
percent or more of the company’s stock
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22. Comment Letters
n SEC posting online comment letters that it
sends to public companies and mutual funds
about their annual reports, public offerings
and other filings
n Makes it easier for investors and company
rivals to understand the weaknesses of the
disclosures and what financial issues are of
concern to regulators
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23. Why A Private Company
Files With SEC
n If a private company has any debt that
trades on an exchange. Even if a public
company is bought by a private equity
group and taken private, the obligation
to file with the SEC continues if the debt
remains under previous conditions.
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24. Why A Private Company
Files With SEC
n If the debt was issued on a registration
statement and is held by more than 500
holders of record, even if it is not traded
on an exchange. Obligation continues
until the number of shareholders of
record falls below 300.
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25. Why A Private Company
Files With SEC
n If a company sold bonds or notes as
part of a contract sale and the buyer
said the company must file with the
SEC until the bonds are retired. Most
common reason.
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26. SEC Commissioners
n Elisse Walter, D, Chairman
n Daniel Gallagher, R, Commissioner
n Troy Paredes, R, Commissioner
n Luis Aguilar, D, Commissioner
n Unfilled position, D, Commissioner
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27. SEC Commissioners (cont.)
n Serve five-year terms
n Appointed by the president
n No more than three from the same
political party
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28. SEC Commissioners (cont.)
n Interpret federal securities laws
n Amend existing rules
n Propose new rules to address changing
market conditions
n Enforce rules and laws
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29. SEC Challenges
n Approximately 15,000+ public companies
n Before 2004, SEC had about 3,100
employees, small by federal agency
standards
n Over last four years has had 3,500 – 3,600
employees and a budget of approximately
$900 million
n Because of flat budgets, been 10 percent
reduction of employees and cut of more than
50 percent in new technology investments
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30. SEC Challenges (cont.)
n Requested $1.03 billion for FY 2010 and $1.2
billion for FY 2011
n Discussion of making it self-funded with
control of its own budget
n Has twice the turnover of the average
government agency
n 2 1/2 years is average employment of an
SEC attorney
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31. SEC Challenges (cont.)
n For three years before Enron’s
bankruptcy, the SEC did not review its
filings
n Market meltdown of 2008
n Bernard Madoff
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32. SEC Revolving Door
n In summer 2004:
n Enforcement division manager to partner in
major law firm (white-collar defense)
n Regional director to partner in major law firm
(white-collar defense)
n Deputy director, investment management, to
major bank (compliance)
n Associate director to major law firm
(securities practice)
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33. SEC Uncertain Future
n XBRL – eXtensible Business Reporting
Language
n Frustration with its performance
n Legislative self-righteousness
n Various proposals for restructuring
oversight
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