Form 10-K is the annual report a public company files with the US Securities and Exchange Commission, carrying audited financial statements and a structured set of disclosures about the business, its risks and its controls. It is not the glossy annual report sent to shareholders, and it is not a summary of one.
The form defines its own scope in a line. This Form shall be used for annual reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for which no other form is prescribed, and this Form also shall be used for transition reports filed pursuant to Section 13 or 15(d) of the Act (SEC, Form 10-K, General Instruction A.1).
Read the residual clause. Form 10-K is the default annual report, used where no other form has been prescribed for the registrant, which is why a foreign private issuer or an asset-backed issuer files something else. The quarterly counterpart is set out in Form 10-Q, and the event-driven current report in Form 8-K.
Three Deadlines, Not One
The filing period depends on which filer category the registrant falls into, and the form states all three.
Annual reports on this Form shall be filed within 60 days after the end of the fiscal year covered by the report for large accelerated filers as defined in 17 CFR 240.12b-2, within 75 days after the end of the fiscal year covered by the report for accelerated filers as defined in the same rule, and within 90 days after the end of the fiscal year covered by the report for all other registrants (SEC, Form 10-K, General Instruction A.2).
One carve-out sits on top of those. Notwithstanding paragraphs (2) and (3) of that General Instruction, all schedules required by Article 12 of Regulation S-X may, at the option of the registrant, be filed as an amendment to the report not later than 30 days after the applicable due date of the report (SEC, Form 10-K, General Instruction A.4). Schedules are the one part of the package that can lag the filing, and only at the registrant’s option.
A change of year end does not use these rules at all. Transition reports on this Form shall be filed in accordance with the requirements set forth in Rule 13a-10 or Rule 15d-10, applicable when the registrant changes its fiscal year end (SEC, Form 10-K, General Instruction A.3). Which months a fiscal year covers is worked through in fiscal year.
The Form Is a Guide, Not a Template
This instruction surprises people who have only seen filed 10-Ks. This Form is not to be used as a blank form to be filled in, but only as a guide in the preparation of the report on paper meeting the requirements of Rule 12b-12 (SEC, Form 10-K, General Instruction C.1).
That is why no two 10-Ks look alike below the item headings. The item numbers and captions are fixed. Almost everything under them is delegated to Regulation S-K and Regulation S-X, and the form’s own text is mostly a list of cross-references.
Part I: The Business and What Threatens It
Item 1, Business, requires the information required by Item 101 of Regulation S-K, except that the discussion of the development of the registrant’s business need only include developments since the beginning of the fiscal year for which this report is filed (SEC, Form 10-K).
Item 1A, Risk Factors, requires the registrant to set forth, under the caption Risk Factors, where appropriate, the risk factors described in Item 105 of Regulation S-K applicable to the registrant, and to provide any discussion of risk factors in plain English in accordance with Rule 421(d) of the Securities Act of 1933. Smaller reporting companies are not required to provide the information required by this item (SEC, Form 10-K). Both halves matter: the plain English instruction is a requirement rather than advice, and the smaller reporting company exemption is complete rather than reduced.
Item 1B, Unresolved Staff Comments, has a condition with several parts and it is routinely stated as though it applied to everyone. It applies if the registrant is an accelerated filer or a large accelerated filer as defined in Rule 12b-2 of the Exchange Act, or is a well-known seasoned issuer as defined in Rule 405 of the Securities Act, and has received written comments from the Commission staff regarding its periodic or current reports under the Act not less than 180 days before the end of its fiscal year to which the annual report relates, and those comments remain unresolved. Where it applies, the registrant discloses the substance of any such unresolved comments that the registrant believes are material (SEC, Form 10-K). Three conditions, all of which have to hold.
Item 1C, Cybersecurity, requires the information required by Item 106 of Regulation S-K (SEC, Form 10-K).
Item 2 is Properties, under Item 102 of Regulation S-K. Item 3, Legal Proceedings, requires the information required by Item 103 of Regulation S-K and, as to any proceeding that was terminated during the fourth quarter of the fiscal year covered by the report, information similar to that required by Item 103, including the date of termination and a description of the disposition with respect to the registrant and its subsidiaries (SEC, Form 10-K). Item 4 is Mine Safety Disclosures, which where applicable is a statement that the information concerning mine safety violations or other regulatory matters is included in exhibit 95 to the annual report (SEC, Form 10-K).
Part II: The Numbers and the Discussion Around Them
Item 5 covers the market for the registrant’s common equity, related stockholder matters and issuer purchases of equity securities, and it picks up Item 201 and Item 701 of Regulation S-K as to all equity securities of the registrant sold during the period covered by the report that were not registered under the Securities Act. Where the Item 701 information has previously been included in a Quarterly Report on Form 10-Q or in a Current Report on Form 8-K, it need not be furnished (SEC, Form 10-K).
Item 7 is management’s discussion and analysis of financial condition and results of operations, under Item 303 of Regulation S-K, and Item 7A is quantitative and qualitative disclosures about market risk, under Item 305 (SEC, Form 10-K). What Item 303 actually asks for is set out in MD&A.
Item 8, Financial Statements and Supplementary Data, is where the audited set sits. File financial statements meeting the requirements of Regulation S-X, except sections 210.3-05, 210.3-14, 210.6-11, 210.8-04, 210.8-05, 210.8-06 and Article 11 of it, and the supplementary financial information required by Item 302 of Regulation S-K, and financial statements of the registrant and its subsidiaries consolidated must be filed under this item (SEC, Form 10-K).
Note the exception list rather than the rule. Regulation S-X applies except for a named set of sections, and a summary saying the 10-K contains statements meeting Regulation S-X without that carve-out is stating a wider rule than the form does.
Parts III and IV
Part III is governance and compensation. Item 10, Directors, Executive Officers and Corporate Governance, requires the information required by Items 401, 405, 406, 407(c)(3), (d)(4), (d)(5), and 408(b) of Regulation S-K, and Item 11, Executive Compensation, requires Item 402 of Regulation S-K together with paragraphs (e)(4) and (e)(5) of Item 407 (SEC, Form 10-K).
Part IV is a single item. Item 15, Exhibits and Financial Statement Schedules, requires the registrant to list all financial statements, those financial statement schedules required to be filed by Item 8 of the Form, and those exhibits required by Item 601 of Regulation S-K, identifying in the list each management contract or compensatory plan or arrangement required to be filed as an exhibit (SEC, Form 10-K).
Common Questions
Form 10-K is the annual report required under Section 13 or 15(d) of the Exchange Act, prepared to the Commission’s item structure and carrying audited financial statements under Regulation S-X (SEC, Form 10-K). The document companies mail to shareholders before an annual meeting is a different requirement, and some companies combine the two by wrapping the 10-K in a cover. Where the two disagree, the filed form is the one with legal consequences attached.
Within 60 days of fiscal year end for a large accelerated filer, 75 days for an accelerated filer, and 90 days for every other registrant, each category defined in 17 CFR 240.12b-2 (SEC, Form 10-K, General Instruction A.2).
The financial statements in it are. Item 8 requires financial statements meeting the requirements of Regulation S-X, subject to the sections that item excepts (SEC, Form 10-K), and that is an audited set, which is the difference from the quarterly report’s reviewed interim statements described in Form 10-Q. The narrative items around them are not audited.
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