A Form 10-K is an annual report required by the
U.S. Securities and Exchange Commission
The U.S. Securities and Exchange Commission (SEC) is an independent agency of the United States federal government, created in the aftermath of the Wall Street Crash of 1929. The primary purpose of the SEC is to enforce the law against market ...
(SEC), that gives a comprehensive summary of a
company's financial performance. Although similarly named, the annual report on Form 10-K is distinct from the often glossy
"annual report to shareholders," which a company must send to its shareholders when it holds an annual meeting to elect directors (though some companies combine the annual report and the 10-K into one document). The 10-K includes information such as company history, organizational structure,
executive compensation
Executive compensation is composed of both the financial compensation (executive pay) and other non-financial benefits received by an executive from their employing firm in return for their service. It is typically a mixture of fixed salary, varia ...
,
equity,
subsidiaries, and audited
financial statements
Financial statements (or financial reports) are formal records of the financial activities and position of a business, person, or other entity.
Relevant financial information is presented in a structured manner and in a form which is easy to un ...
, among other information.
Companies with more than $10 million in assets and a class of equity securities that is held by more than 2000 owners must file annual and other periodic reports, regardless of whether the securities are publicly or privately traded. Up until March 16, 2009, smaller companies could use Form 10-KSB. If a shareholder requests a company's Form 10-K, the company must provide a copy. In addition, most large companies must disclose on Form 10-K whether the company makes its periodic and current reports available, free of charge, on its website. Form 10-K, as well as other
SEC filing
The SEC filing is a financial statement or other formal document submitted to the U.S. Securities and Exchange Commission (SEC). Public companies, certain insiders, and broker-dealers are required to make regular SEC filings. Investors and financ ...
s may be searched at the
EDGAR database on the SEC's website.
In addition to the 10-K, which is filed annually, a company is also required to file quarterly reports on
Form 10-Q
Form 10-Q, (also known as a 10-Q or 10Q) is a quarterly report mandated by the United States federal Securities and Exchange Commission, to be filed by publicly traded corporations.
Pursuant to Section 13 or 15(d) of the Securities Exchange A ...
. Information for the final quarter of a firm's
fiscal year
A fiscal year (or financial year, or sometimes budget year) is used in government accounting, which varies between countries, and for budget purposes. It is also used for financial reporting by businesses and other organizations. Laws in many ...
is included in the annual 10-K, so only three 10-Q filings are made each year. In the period between these filings, and in case of a significant event, such as a CEO departing or
bankruptcy, a
Form 8-K
Form 8-K is a very broad form used to notify investors in United States public companies of specified events that may be important to shareholders or the United States Securities and Exchange Commission. This is one of the most common types of form ...
must be filed in order to provide up to date information.
The name of the ''Form 10-K'' comes from the
Code of Federal Regulations (CFR) designation of the form pursuant to sections 13 and 15(d) of the
Securities Exchange Act of 1934 as amended.
Related forms
Unlike the 10-K filed annually, other forms serve related purposes, but have different schedules.
Form 10-Q
Form 10-Q, (also known as a 10-Q or 10Q) is a quarterly report mandated by the United States federal Securities and Exchange Commission, to be filed by publicly traded corporations.
Pursuant to Section 13 or 15(d) of the Securities Exchange A ...
, much briefer, is filed after each of the three quarters that do not have a 10-K filing.
Form 8-K
Form 8-K is a very broad form used to notify investors in United States public companies of specified events that may be important to shareholders or the United States Securities and Exchange Commission. This is one of the most common types of form ...
covers special material events that occur between 10-K and 10-Q filings.
A substantial number of firms filed their 10-K as a
Form 10-K405 {{Unreferenced, date=September 2022
Form 10-K405 is an SEC filing to the US Securities and Exchange Commission (SEC) that indicates that an officer or director of a public company failed to file a Form 4 (or related Form 3 or Form 5) on time, in vio ...
during the late 1990s and early 2000s (decade). A 10-K405 is a 10-K where the
Regulation S-K
Regulation S-K is a prescribed regulation under the US Securities Act of 1933 that lays out reporting requirements for various SEC filings used by public companies. Companies are also often called issuers (issuing or contemplating issuing shares) ...
Item 405 box on the cover page is checked. Due to confusion in its application, the 10-K405 was eliminated in 2002.
Filing deadlines
Historically, Form 10-K had to be filed with the SEC within 90 days after the end of the company's
fiscal year
A fiscal year (or financial year, or sometimes budget year) is used in government accounting, which varies between countries, and for budget purposes. It is also used for financial reporting by businesses and other organizations. Laws in many ...
. However, in 2004, the SEC approved a Final Rule that changed the deadlines to 60 days for Form 10-K for "accelerated filers"; meaning issuers that have a public
float
Float may refer to:
Arts and entertainment Music Albums
* ''Float'' (Aesop Rock album), 2000
* ''Float'' (Flogging Molly album), 2008
* ''Float'' (Styles P album), 2013
Songs
* "Float" (Tim and the Glory Boys song), 2022
* "Float", by Bush ...
of at least $75 million, that have been subject to the
Exchange Act's reporting requirements for at least 12 calendar months, that previously have filed at least one annual report, and that are not eligible to file their quarterly and annual reports on Forms 10-QSB and 10-KSB. These shortened deadlines were to be phased in over a three-year period, however, in 2004 the SEC postponed the three-year phase-in by one year. In December 2005, the SEC created a third category of "large accelerated filers," accelerated filers with a public float of over $700 million. As of December 27, 2005, the deadline for filing for large accelerated filers was still 75 days, however, beginning with the fiscal year ending on or after December 15, 2006, the deadline was changed to 60 days. For other accelerated filers the deadline remains at 75 days and for non-accelerated filers the deadline remains at 90 days. For further reading, see the Final Rule
section of the SEC's website, referencing Rule 33–8644.
Parts
Every annual report contains 4 parts and 15 schedules. They are:
Part 1
Item 1 – Business
This describes the business of the company: who and what the company does, what subsidiaries it owns, and what markets it operates in. It may also include recent events, competition, regulations, and labor issues. (Some industries are heavily regulated, have complex labor requirements, which have significant effects on the business.) Other topics in this section may include special operating costs, seasonal factors, or insurance matters.
Item 1A – Risk Factors
Here, the company lays anything that could go wrong, likely external effects, possible future failures to meet obligations, and other risks disclosed to adequately warn investors and potential investors.
Item 1B – Unresolved Staff Comments
Requires the company to explain certain comments it has received from the SEC staff on previously filed reports that have not been resolved after an extended period of time. Check here to see whether the SEC has raised any questions about the company's statements that have not been resolved.
Item 2 – Properties
This section lays out the significant properties, physical assets, of the company. This only includes physical types of property, not intellectual or intangible property.
Item 3 – Legal Proceedings
Here, the company discloses any significant pending lawsuit or other legal proceeding. References to these proceedings could also be disclosed in the Risks section or other parts of the report.
Item 4 – Mine Safety Disclosures
This section requires some companies to provide information about mine safety violations or other regulatory matters.
Part 2
Item 5 – Market
Gives highs and lows of stock, in a simple statement.
Market for Registrant's Common Equity, related stockholder matters and issuer purchases of equity securities.
Item 6 – Consolidated Financial Data
In this section Financial Data showing consolidated records for the legal entity as well as subsidiary companies.
Item 7 – Management's Discussion and Analysis of Financial Condition and Results of Operations
Here, management discusses the operations of the company in detail by usually comparing the current period versus prior period. These comparisons provide a reader an overview of the operational issues of what causes such increases or decreases in the business.
Item 7A – Quantitative and Qualitative Disclosures about Market Risks
=Forward Looking Statements
=
Forward-looking statement
In United States business law, a forward-looking statement or safe harbor statement is a statement that cannot sustain itself as merely a historical fact. A forward-looking statement predicts, projects, or uses future events as expectations or ...
is the disclaimer that projections as to future performance are not guaranteed, and things could go otherwise.
Item 8 – Financial Statements
# Independent Auditor's Report
# Consolidated Statements of Operation
# Consolidated Balance Sheets
# Other accounting reports and notes
Here, also, is the going concern opinion. This is the opinion of the auditor as to the viability of the company. Look for "unqualified opinion" expressed by auditor. This means the auditor had no hesitations or reservations about the state of the company, and the opinion is without any qualifications (unconditional).
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Requires a company, if there has been a change in its accountants, to discuss any disagreements it had with those accountants.
Item 9A. Controls and Procedures
Includes information about the company’s disclosure controls and procedures and its internal control over financial reporting.
Item 9B. Other Information
Part 3
Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
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
Part 4
Item 15. Exhibits, Financial Statement Schedules
Signatures
Five percent ownership
Five percent ownership refers to companies or individuals who hold at least 5% of the total value of the
stock of a
public company
A public company is a company whose ownership is organized via shares of stock which are intended to be freely traded on a stock exchange or in over-the-counter markets. A public (publicly traded) company can be listed on a stock exchange ( ...
. They usually are founders of the company or large
mutual fund
A mutual fund is a professionally managed investment fund that pools money from many investors to purchase securities. The term is typically used in the United States, Canada, and India, while similar structures across the globe include the SICAV ...
companies, and because of how much stock they own, they usually have access to the
board of directors of the company and hold significant sway over the company.
Five percent owners must also file
Schedule 13d
Schedule 13D is an SEC filing that must be submitted to the US Securities and Exchange Commission within 10 days by anyone who acquires beneficial ownership of more than 5% of any class of publicly traded securities in a public company. A filer mu ...
with the SEC.
See also
*
US corporate law
United States corporate law regulates the governance, finance and power of corporations in US law. Every state and territory has its own basic corporate code, while federal law creates minimum standards for trade in company shares and governanc ...
*
Form 10Q
Form 10-Q, (also known as a 10-Q or 10Q) is a quarterly report mandated by the United States federal Securities and Exchange Commission, to be filed by publicly traded corporations.
Pursuant to Section 13 or 15(d) of the Securities Exchange A ...
, required 30 days from close of quarter (a 10-K is required 45 days from 31 December)
Notes
{{Reflist}
References
sec.gov – 10-KPDF of Form 10-K General Instructions
External links
*
ttps://www.sec.gov/Archives/edgar/data/1326801/000132680117000007/fb-12312016x10k.htm Facebook Inc 10-K filed in 2017Alphabet Inc (owner of Google) 10-K filed in 2017
SEC filings
United States corporate law