6.08 Swap footnote dates the original agreement [date], yet has its notional step down on [date] and the table gives a [date] effective date
Company H · a US-listed aerospace services company · Drafting slip
In brief
Footnote (1) to the interest-rate swap table says the original swap agreement was dated [date] and that its notional fell to [amount] on [date], before that date. The table itself gives the swap an effective date of [date]. The prior 10-K carried the same sentence.
The evidence, as filed
2 further page extracts: screenshot withheld to protect the company’s identity. The rows below say what each shows.
What the filing shows, and what the rule requires
| What the filing shows | What the rule requires |
|---|---|
'[wording masked] [date], has an initial notional amount of [amount], decreasing to [amount] on [date], and to [amount] on [date].' | The swap's actual agreement date, on or before its [date] effective date, so that the notional step-downs follow it. |
Why it matters
A reader cannot tell when the swap was entered into or follow its notional history from the footnote.
Exposure
Drafting only; no amount is affected.
Our workings
The swap table shows a [amount] swap effective [date] and maturing [date]; its footnote dates the original agreement [date] and places the first notional step-down on [date]. The footnote to the cap table in the same note also dates the original cap agreement [date], a date that fits the cap's step-ups.
The swap footnote appears to carry the cap's agreement date; the sentence is internally impossible as written.
Management’s best defense, and our reply
The company could say the footnote refers to a restated or novated swap document dated [date] that replaced the 2019 agreement, so the date is that of the document now in force. However, the footnote calls it the original agreement and a notional cannot step down under an agreement before that agreement exists; the sentence needs correcting on either reading.
The fix
- Correct the agreement date in footnote (1) to the swap table to the date the original swap was signed.
Evidence relied on
| # | What it shows | Type | Where |
|---|---|---|---|
| 1 | Footnote dates the agreement after its first notional step-down | Document | Form 10-K 2025, page 120 |
| 2 | Swap table gives a [date] effective date | Document | Form 10-K 2025, page 120 |
| 3 | Cap footnote carries the same agreement date | Document | Form 10-K 2025, page 120 |
| 4 | Prior 10-K carried the same sentence | Document | Form 10-K 2024 (prior year), page 116 |
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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