10-K 10-K
Stands for: Form 10-K Annual Report
The annual report filed by every US public company with the Securities and Exchange Commission, providing audited financial statements and a comprehensive overview of the business.
Definition
Form 10-K is the annual report that every US public company must file with the Securities and Exchange Commission (SEC) under Section 13 of the Securities Exchange Act of 1934. It is the most comprehensive disclosure document a US-listed company produces and runs, for large issuers, into hundreds of pages. The form has four parts and 16 prescribed items, including a description of the business (Item 1), a comprehensive risk factor section (Item 1A), legal proceedings (Item 3), management discussion and analysis (Item 7), audited consolidated financial statements (Item 8), and disclosures about executive compensation, related-party transactions, and corporate governance (incorporated by reference from the proxy statement). Filing deadlines depend on the issuer category: 60 days after fiscal year-end for large accelerated filers (public float over 700 million US dollars), 75 days for accelerated filers (75 to 700 million), and 90 days for non-accelerated filers and smaller reporting companies. The 10-K is filed on EDGAR (the SEC Electronic Data Gathering, Analysis, and Retrieval system) and is freely accessible to anyone. The audited financial statements must be prepared under US GAAP (or IFRS for foreign private issuers using a different form) and signed by the principal executive officer, principal financial officer, and a majority of the board. Section 302 and Section 404 of the Sarbanes-Oxley Act add management certification and internal-control attestation requirements respectively.
When you'll encounter it
Founders of US public companies - and founders preparing for an IPO - encounter the 10-K as the central annual disclosure document. Pre-IPO companies study competitor 10-Ks during S-1 drafting to benchmark their own risk-factor language, business description, and MD&A approach. Investors, journalists, and competitors mine 10-Ks for segment data, customer concentration disclosures, and management commentary on guidance and strategy.
FAQ
When is the 10-K due?
60 days after fiscal year-end for large accelerated filers (public float over 700 million US dollars), 75 days for accelerated filers, and 90 days for non-accelerated filers and smaller reporting companies. Most large US public companies file in February or March for a December year-end.
What is the difference between 10-K and annual report?
The 10-K is the SEC-mandated regulatory filing; the glossy annual report sent to shareholders is a separate marketing-oriented document, although many companies now use the 10-K wrapper as their annual report. The 10-K is always available free on EDGAR.
Do private companies file 10-Ks?
No - the 10-K requirement applies only to companies registered under the Exchange Act, which generally means public companies. Large private companies sometimes file voluntary 10-K-like reports as part of bond covenants or pre-IPO investor relations, but the formal SEC filing is reserved for public registrants.
References
- SEC - Form 10-K https://www.sec.gov/files/form10-k.pdf
- SEC EDGAR - Search Filings https://www.sec.gov/edgar/search-and-access
- SEC - How to Read a 10-K https://www.sec.gov/fast-answers/answersreada10khtm.html