Company reports
What is a 10-K?
Updated
A 10-K is the comprehensive annual report that U.S. public companies must file with the Securities and Exchange Commission under the Securities Exchange Act of 1934. It is the single most complete public document a company produces: audited financial statements, a full description of the business, its risks, its legal exposure, and management’s own narrative of the year. Unlike the glossy annual report mailed to shareholders, the 10-K follows a standardized structure set by SEC rules, which makes companies directly comparable.
What a 10-K contains
The form is organized into four parts. Part I covers the business itself: Item 1 describes what the company does, Item 1A sets out the material risks, grouped under relevant headings with generic ones pushed to the end under “General Risk Factors,” and Item 3 discloses material legal proceedings. Part II holds the numbers: Item 7 is Management’s Discussion and Analysis (MD&A), where management explains results in its own words, and Item 8 contains the audited financial statements and the auditor’s report, including critical audit matters. Item 9A covers internal controls over financial reporting.
Part III, which holds director and executive compensation details, is usually incorporated by reference from the proxy statement filed within 120 days of fiscal year end. Part IV lists exhibits: material contracts, subsidiaries, and certifications signed by the CEO and CFO.
When it is filed
Deadlines depend on filer size. Large accelerated filers (public float of $700 million or more) must file within 60 days of fiscal year end, accelerated filers within 75 days, and all other companies within 90 days. A company that cannot make the deadline files a Form NT 10-K, buying up to 15 extra calendar days. The NT filing is itself a mild warning sign worth noting.
How to read one
Experienced readers rarely start at page one. The highest-signal sections are the MD&A, the risk factors compared against last year’s (new or expanded risks are deliberate legal disclosures, not boilerplate), the auditor’s report, and the footnotes to the financial statements, where items like revenue recognition, leases, and contingencies live.
The fastest way to build the habit is to read filings for a company you already understand. Browse Apple’s SEC filings to see the 10-K rhythm against 10-Qs and 8-Ks, or start from the standardized statements on Microsoft’s financials page and work back to the source document. Every company Scrutar covers is listed in the company directory.
Amendments and close cousins
A 10-K/A is an amendment to a previously filed 10-K. Many are routine, adding the Part III information instead of relying on the proxy, or fixing an exhibit. But an amendment that restates financial statements is a serious event, usually preceded by an 8-K announcing that the earlier numbers should no longer be relied upon. Foreign private issuers file a 20-F instead of a 10-K; the content is broadly similar, and the deadline is four months after fiscal year end. Eligible Canadian companies file a 40-F, which is due on the same date their annual disclosure is filed at home rather than on a fixed SEC clock.
Why it matters
Because the 10-K is audited and carries legal liability for misstatements, it is the anchor document for any serious analysis. Quarterly reports update it, current reports interrupt it, but the 10-K is where a company must tell its whole story under oath, once a year, in a format designed to be compared.