I was answering a client question this morning about limiting search results to particular documents and decided that it was probably time to post here about our DOCTAG filtering.

An SEC filing includes a form and might also include exhibits. In conversation and generally in writing about filings we don’t often separate the form from the exhibits even when our work might be focused on the form rather than the filing (inclusive of exhibits). As part of our process we collect filings from the SEC and then parse the filing to separate the form from the exhibits. We then tag the form and the exhibits to allow you to select, search and manipulate search results based on the type of document.

The tag for the form is the name of the filing (10-K, 10-K/A) with all of the spaces, dashes (-) and slashes (/) removed.  so the 10-K becomes 10K and the 10-K/A becomes 10KA – an SC 13D becomes SC13D . . .  The SEC mandates that exhibits follow a convention with respect to the description field when they are included in a filing (see this https://www.law.cornell.edu/cfr/text/17/229.601).  We follow the same rule for converting the Exhibit Description to our DOCTYPE code except we remove everything to the right of any decimal in the EXHIBIT TYPE FIELD.  While filers may have their own internal system that they use to add meaning to the DESCRIPTION field of an exhibit in a filing – that system is not available to us.  So when a filer uses EX-10.17 – our DOCTYPE code is EX10.  Here is an image from an Apple 10-K filing  we coded the 10-K as 10K and the exhibits as EX4, EX10, EX10, EX21 . . .

At one time I speculated that Apple’s convention is to indicate the sequential order of the exhibit type included in an SEC filing in the fiscal year. I no longer believe that to be true. While we have seen cases where a particular filer seems to have a coding scheme (10.1X is a debt contract and 10.2X is a compensation related contract . .) these practices are internal not externally driven.

I think I have addressed this before – the best way to begin identifying particular types of contracts is to use the DOCTYPE filter and specify EX10 and then use the XFIRSTWORD search with the within operator (W/#) and then key words that would be expected to be within some N words of a particular type of contract. For example (DOCTYPE contains(ex10)) and (xfirstword w/10 (debt or credit)) will return all Exhibit 10s that contain either the word debt or credit within 10 words of the first word in the document.

Search is an art, it is important to play around with the span (w/N) and compare the results. I have seen cases where our clients have more than 400 words/phrases to check – this is no problem at all for the parsing engine – you just have to be careful about the grouping of your phrases/terms. When I hear from a client that they can’t get a search to work – invariably it turns out to be a problem with parentheses placement.

As an aside – I really find the Cornell Law link above to be one of the best resources to use when trying to understand what I can expect to find in a filing.