7.02 Drafting slips in the income tax and segment notes

Company B · a US-listed transportation and logistics company · Drafting slip

DraftingLowEstablishedFinancial statements, US GAAP and Regulation S-X
Area of the 10-K
Notes: Income taxes (Note 12) and Segment information (Note 17)
Year
Latest 10-K
Status
Established: Established from the company’s own documents; the requirement is clear.
Who acts
SEC Reporting
When
Next Form 10-K (fiscal 2026)

In brief

Four slips: the 2024 liability for unrecognized tax benefits is described as '[amount]' although the roll-forward shows nil and the 2024 report said 'less than [amount]'; 'statue of limitations' should read 'statute of limitations'; 'de minimus' should read 'de minimis'; and the segment row headed 'Gain on disposition of property and equipment, net' carries losses ([n] and [n] in 2025), where the income statement uses 'Loss (gain) on disposition'.

The evidence, as filed

Masked extract: Form 10-K 2025, front matter
Form 10-K 2025, front matter2024 liability described as [amount]
Masked extract: Form 10-K 2025, front matter
Form 10-K 2025, front matterthe roll-forward shows nil at the end of 2024
Masked extract: Form 10-K 2024 (prior year), front matter
Form 10-K 2024 (prior year), front matterthe 2024 report's own wording
Masked extract: Form 10-K 2025, front matter
Form 10-K 2025, front matter'statue' for 'statute'

What the filing shows, and what the rule requires

What the filing showsWhat the rule requires

Note 12: '[amount] liability' at the end of 2024 against a nil roll-forward balance; 'statue of limitations'; 'de minimus'. Note 17: a 'Gain' row showing [n] and [n] that are losses.

'less than [amount]' (as in the 2024 report); 'statute of limitations'; 'de minimis'; the segment row headed 'Loss (gain) on disposition of property and equipment, net', as on the income statement.

Why it matters

None beyond the reader's confidence in the note.

Exposure

Drafting only.

Our workings

Observation

These are wording slips that change no audited figure. The 2024 sentence contradicts both the roll-forward on the same page and the 2024 report's own sentence; the segment label contradicts the sign of the amounts under it and the income statement caption.

Management’s best defense, and our reply

Management would say these are small wording errors that no reader would rely on, and that the roll-forward table, not the sentence, is the authoritative figure. They would also say the segment row is understood from its signs. However, the sentence and the label each contradict a figure printed beside them, and correcting them costs nothing.

The fix

  1. Correct the four items in the fiscal 2026 Form 10-K.

Evidence relied on

#What it showsTypeWhere
12024 liability described as [amount]DocumentForm 10-K 2025, unnumbered page
2the roll-forward shows nil at the end of 2024DocumentForm 10-K 2025, unnumbered page
3the 2024 report's own wordingDocumentForm 10-K 2024 (prior year), unnumbered page
4'statue' for 'statute'DocumentForm 10-K 2025, unnumbered page
5'de minimus' for 'de minimis'DocumentForm 10-K 2025, unnumbered page
6a 'Gain' row carrying lossesDocumentForm 10-K 2025, unnumbered page
7the income statement captionDocumentForm 10-K 2025, page 55

Prepared by Pramanex from the company’s public SEC filings, without the company’s involvement, to show how a 10-K Pre-filing Check reads. The company is not named, and nothing on this page is a statement about any identifiable company. Observations are not an audit, review or other attestation or assurance engagement, and not legal advice. An SEC-style question is a question, not a conclusion.

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