Laws behind company filings: The Securities Act of 1933 – Covers information released mainly for primary market transactions The Securities Exchange Act of 1934 – Covers information released mainly for secondary market transactions Regulation Fair Disclosure (Reg FD) – Mandates that information be released to all investors at the same time in a timely fashion

SEC Forms 10-K, 10-K/A – The annual report, different from the annual report to shareholders. The 10-K usually contains more information than the annual report to shareholders – Most comprehensive source of information about a company’s operations – Contains audited financial statements – Some companies include governance, ownership and compensation information in the 10-K – Accelerated filers file days after the fiscal year end; 90 days for non-accelerated filer

10-Q, 10-Q/A – Quarterly report – Provides an on-going description of a company’s financial condition – Financial statements are unaudited – Filed for 3 fiscal quarters. There is no 10-Q for the 4 th quarter, which is included in the 10-K or can be calculated given the first 3 quarters and full year numbers – Accelerated filers file 40 days after the quarter end; 45 days for non-accelerated filer

DEF 14-A, DEFA 14-A – Proxy materials (proxy statements are letters given to shareholders before a shareholders’ meeting) – Contains governance, ownership and compensation information – Contains information on items that shareholders are expected to vote on such as Election of directors Changes in corporate bylaws Executive and director compensation – DEFM, DEFC

8-K, 8-K/A – The current report – Contains material information that the company has to inform the public about, including meeting Reg FD requirements – The information that needs to be 8-K’d include:

S-1, S-4 – Contains information that the public needs to know about new securities (e.g., stocks, bonds) about to be issued