Form 10-K: A Comprehensive Overview

What is a Form 10-K?

Form 10-K is a required annual filing for companies that are subject to United States Securities and Exchange Commission (SEC) regulations. Form 10-K is somewhat analogous to an Annual Report and much of the contents overlap one another.

What’s in a Form 10-K?

Form 10-Ks are usually over 100 hundred pages of information about the filing company, but they are most useful because the 10-K contains audited financial statements and discussions about a company’s business.

Information in a 10-K consists of both quantitative and qualitative disclosures. Let’s take a look at the most important sections for a financial analyst.

Business Description

In this section of the 10-K, companies will provide a description of the business, including what the company does, its different business lines and customers, competitors, and where it operates, among other things.

As part of this section, the company usually dedicates several pages to certain risk factors to consider when evaluating the company’s business.

Management’s Discussion and Analysis (MD&A)

The Management Discussion and Analysis (MD&A) section of the 10-K is one of the most widely read and important parts of a 10-K filing. In this section, company management will discuss its financial and operating performance over the previous couple of years. It is a required disclosure in Form 10-K.

The MD&A is management’s opportunity to explain to analysts, investors and other stakeholders why and how the numbers changed over time. Additionally, management may highlight certain trends, disclose uncertainties that may have a material impact on the company, and even provide future guidance.

Financial Statements

The other, most important aspect of a 10-K is the company-prepared audited financial statements. The company will provide an income statement and cash flow statement (both usually covering three years), as well as a balance sheet (usually covering two years).

Other financial statements provided by the company include the Statement of Comprehensive Income and the Statement of Stockholders’ Equity. However, financial analysts don’t typically use much information from these two financial statements and instead focus on the previous three statements.

Additionally, the company provides additional information in the footnotes to the financial statements. Information commonly found in the footnotes includes information about accounting policies, debt obligations, income taxes, and stock option plans for key employees.

Publicly traded companies are obligated to ensure these financial statements are audited by a registered certified public accountant (CPA). The purpose of the independent audit is to provide assurance that company management has presented financial statements that are free from material error.

List of Specific Items in a 10-K

Below is a comprehensive list of all of the specific items included in a 10-K:

• Item 1: Business
• Item 2: Properties
• Item 3: Legal Proceedings
• Item 4: Mine Safety Disclosures
• Item 5: Market for Securities
• Item 6: Selected Financial Data or Reserved
• Item 7: Management Discussion & Analysis (MD&A)
• Item 7A: Market Risk
• Item 8: Financial Statements and Supplementary Data
• Item 9: Change in and Disagreements with Accountants
• Item 10: Directors & Executive Officers
• Item 11: Executive Compensation
• Item 12: Ownership
• Item 13: Relations & Related Transactions
• Item 14: Principal Accountant Fees and Services
• Item 15: Exhibits and Financial Statement Schedules
• Item 16: Form 10–K Summary

How to Find Form 10-Ks

All 10-Ks are publicly available. The SEC provides the EDGAR database where users can easily search for 10-Ks (EDGAR is an abbreviation for Electronic Data Gathering, Analysis, and Retrieval System). Additionally, companies will post 10-Ks on their websites.

Below is a screenshot of Amazon’s filings as retrieved by EDGAR. On the right-hand side you can see that 10-Ks and 10-Qs are highlighted under “Selected Filings”.

10-K Filing Deadlines

10-K filing deadlines are set by the SEC and usually depend on the size of the company.

The deadlines are as follows:

• If the company is considered an accelerated filer, then the deadline is 75 days after the end of the fiscal year. An accelerated filer is basically a company with a public float between $75 million and $700 million.
• Large accelerated filers have a float greater than $700 million, and a 60-day deadline to file a 10-K.
• All other filers have 90 days after the end of the fiscal year to file a 10-K.

Additional Resources

Thank you for reading CFI’s guide to Form 10-K. To keep advancing your career, the additional CFI resources below will be useful:

• Management Discussion and Analysis (MD&A)
• Annual General Meeting (AGM)
• Audited Financial Statements
• Types of SEC Filings
• See all accounting resources
• See all valuation resources