Form 10-K. Summary of SEC Regulation S-K Changes, as Applicable to. Pepper Abridged Summary January 2019

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1 Summary of SEC Regulation S-K Changes, as Applicable to Form 10-K [ABRIDGED] Pepper Abridged Summary January 2019 For a full, redline version, please visit Pepper Hamilton s website (

2 Below please find an abridged summary of the SEC Regulation S-K changes, as applicable to Form 10-K effective November 5, Please see the full version of this summary on Pepper s website for a redline version of all rule changes. These changes were promulgated under the SEC s Disclosure Update and Simplification Release, Release No ( ) [RIN 3235-AL82] and appear in 83 Fed. Reg (Oct. 4, 2018). A. Rule as to Use of Form 10-K GENERAL INSTRUCTIONS a-10 (Transition Reports) Changes applicable to the use of Form 10-K for a transition period, generally applicable following a change in fiscal year. References to extraordinary items and cumulative effects of a change in accounting principles in financial statements have been eliminated. PART I Item 1. Business Item 101 (b) Financial information about segments removed in its entirety. (c) Narrative description of business removed clause (xi) regarding disclosure of amounts spent on research and development activity. (d) Financial information about geographic areas removed in its entirety. (e) Available information removed the following disclosure statement requirement: That the public may read and copy any materials you file with the SEC at the SEC's Public Reference Room at 100 F Street, NE., Washington, DC State that the public may obtain information on the operation of the Public Reference Room by calling the SEC at SEC (e) Available information now mandates disclosure of internet address, if the company has one. (h) Smaller reporting companies removed clause (4)(x) regarding disclosure of amounts spent on research and development activity. (h) Smaller reporting companies removed the following disclosure statement requirement: That the public may read and copy any materials you file with the SEC at the SEC's Public Reference Room at 100 F Street, NE., Washington, DC State that the public may obtain information on the operation of the Public Reference Room by calling the SEC at SEC

3 (h) Smaller reporting companies now mandates disclosure of internet address, if the company has one. Item 1A. Risk Factors Item 503(c) (d) Ratio of earnings to fixed charges removed in its entirety. Companies are no longer required to disclose their ratio of earning to fixed charges. Item 1B. Unresolved Staff Comments Item 2. Properties Item 102 Item 3. Legal Proceedings Item 103 Item 4. Mine Safety Disclosures Item 104 Item 5. Market for Registrant s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Item 201 PART II (a) Market information added requirement to disclose trading symbol. Removed requirement to disclose high and low sales price for classes of common equities with a principal market on a U.S. exchange. Modified disclosure requirements for classes of common equities with a principal market other than a U.S. exchange: (i) removed high and low bid information disclosure requirement; (ii) instituted requirement to indicate, as applicable, that any over-the-counter market quotations reflect inter-dealer prices, without retail markup, mark-down, or commission and may not necessarily represent actual transactions. Added disclosure requirements for classes of common equities having no established public trading market to state the high and low bid information for each full quarterly period within the two most recent fiscal years and any subsequent interim period for which financial statements are included, or are required to be included by Regulation S-X Rules 3-01 to Removed requirement for information required by this Item presented in registration and proxy statements to include price information as of the last practicable date or immediately prior to public announcement of a transaction involving an acquisition, business combination, or other reorganization. (c) Dividends removed requirement to state the frequency and amount of any cash dividends. Dividends continue to be required to be disclosed in the financial statements, with additional detail. The Securities Authorized for Issuance Under Equity Compensation Plans table specified by Item 201(d) of Regulation S-K is required to be included in Item 12 of Form 10-K, not Item 5, per Compliance & Disclosure -3-

4 Interpretation , most recently modified March 16, Item 6. Selected Financial Data Item 7. Management s Discussion and Analysis of Financial Condition and Results of Operations Item 7A. Quantitative and Qualitative Disclosures About Market Risk Item 8. Financial Statements and Supplementary Data Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure Item 9A. Controls and Procedures Item 9B. Other Information Item 301 Item 303 Item 305 Regulation S-X Item 302 Item 304(b) Item 307 Item 308 (a) Full fiscal years Added explicit reference to geographic areas as an example of what may constitute appropriate discussion for segment information or of other subdivisions. (b) Interim periods Replaced references to income statement with statement of comprehensive income (or statement of operations if comprehensive income is presented in two separate but consecutive financial statements or if no other comprehensive income) under (b)(2) Material changes in results of operations. Numerous changes to Regulation S-X. All Regulation S-X changes have been omitted from this Table. Item 302 of Regulation S-K (a) Selected quarterly financial data modified disclosures concerning net sales and gross profit: (i) income (loss) is modified to income (loss) from continuing operations. ; (ii) references to per share data based upon such income are modified to per share data based upon net income (loss) ; removed requirement to describe effect of disposals of segments of a business and extraordinary, unusual or infrequently occurring items and replaced with discontinued operations and unusual or infrequently occurring items. Item 10. Directors, Executive Officers and Corporate Governance Item 401 Item 405 Item 406 Item 407(c)(3) PART III Obsolete 8-K reference was updated. -4-

5 Item 11. Executive Compensation Item 402 Item 407(e)(4-5) Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Item 13. Certain Relationships and Related Transactions, and Director Independence Item 14. Principal Accounting Fees and Services Item 201(d) Item 403 Item 404 Item 407(a) Various Item 15. Exhibits, Financial Statement Schedules Item 601 PART IV See Exhibit 1 in the full summary for the Exhibit Table appearing in Item 601. With respect to Form 10-K, numbered Items 11 (statement re: computation of per share earnings), 12 (statements re: computation ratios), and 22 (published report regarding matters submitted to vote of security holders) were eliminated. ADDITIONAL CHANGE REMINDER Form 10-K cover page must now (i) contain a check box for ECG status, (ii) contain a check box to indicate whether the company has made an irrevocable election not to use the extended transition period for complying with any or revised financial accounting standard provided pursuant to 7(a)(2)(B) of the 1933 Act, (iii) remove all references to posting Interactive Data Files on corporate website and (iv) remove Check one and (Do not check if a smaller reporting company ) language instead, check all boxes that apply. SEC Release Nos , for clauses (i) and (ii) above; Release Nos , for clause (iii) above; and Release Nos , for clause (iv) above. Compiled by Lauren Judy Luptak and Michael P. Crabtree, associates in the Corporate and Securities Practice Group of Pepper Hamilton LLP. Pepper.law Pepper Hamilton LLP. All Rights Reserved. Attorney Advertising. -5-

Summary of SEC Regulation S-K Changes, as Applicable to. Form 10-K. Effective November 5, 2018 and Promulgated Under SEC s

Summary of SEC Regulation S-K Changes, as Applicable to Form 10-K Effective November 5, 2018 and Promulgated Under SEC s Disclosure Update and Simplification Release SEC Release No. 33-10532 (34-83875)