Financial Institutions Update


Learn about the Financial Institutions Group		January 2006
Contact Us Jeffrey Bailey Alan Becker David Butcher James Carlberg Matthew Macaluso R.J. McConnell Theodore Nowacki Daniel Seitz H. Antonio Setzer G. Pearson Smith, Jr. Natalie Stucky David Swider Bryan Woodruff Karen Ball Woods Mark Wuellner © 2006 Bose McKinney & Evans LLP Indianapolis Downtown 2700 First Indiana Plaza 135 North Pennsylvania Street Indianapolis, IN 46204 (317) 684-5000 Indianapolis North 600 East 96th Street, Suite 500 Indianapolis, IN 46240 (317) 684-5300 Washington, D.C. 700 N. One Lafayette Centre, 1120 20th Street, N.W. Washington, D.C. 20036 West Lafayette Purdue Technology Center Suite B2-204 3000 Kent Avenue West Lafayette, IN 47906 www.boselaw.com	New Disclosure Requirements for 10-K and 10-Q On December 1, 2005, the Securities Act reforms, adopted by the Securities Exchange Commission (SEC) earlier in 2005, became effective. Among these reforms is a new requirement that issuers disclose, where appropriate, risk factors about the issuer’s business and financial condition in annual reports on Form 10-K filed for years ending on or after December 1, 2005 (but not annual reports on 10-KSB). Additionally, issuers are required to include any updates or material changes to the risk factors reported in the last annual report on Form 10-K in each subsequently filed quarterly report on Form 10-Q (but not quarterly reports on Form 10-QSB). Other than updates or material changes, issuers will not need to repeat risk factors in each Form 10-Q. The risk factors will appear in Item 1A of Forms 10-K and 10-Q. Issuers affected by the new reforms must use the standards for risk factor disclosure found in Item 503 of Regulation S-K, which generally require that the risk factors be concise and logically organized, and that they apply to the disclosing issuer specifically rather than all issuers generally. The risk factors must be written in “plain English” and should describe the most significant factors that may adversely affect the issuer’s business, operations, industry or financial position, or its future financial performance. In its adopting release, the SEC indicated that issuers should adopt disclosure controls and procedures to identify new and evolving material risks to the issuer’s business. For more information: David Butcher, (317) 684-5123, dbutcher@boselaw.com Karen Ball Woods, (317) 684-5376, kwoods@boselaw.com
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