A Form 10-K is an annual report required by the U.S. Securities and Exchange Commission (SEC), that gives a comprehensive summary of a public company's 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, equity, subsidiaries, and audited financial statements, among other information.
Companies with more than $10 million in assets whose securities are held by more than 500 owners must file annual and other periodic reports, regardless of whether the securities are publicly or privately traded. Smaller companies may 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 filings 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. Information for the final quarter of a firm's fiscal year 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 must be filed in order to provide up to date information.
The name of the Form 10-K comes from the CFR (Code of Federal Regulations) designation of the form pursuant to sections 13 and 15(d) of the Securities Exchange Act of 1934 as amended.
Form 10-Q, Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, is an SEC filing that must be filed quarterly with the US Securities and Exchange Commission. It contains similar information to the annual form 10-K, however the information is generally less detailed, and the financial statements are generally unaudited. Information for the final quarter of a firm's fiscal year is included in the 10-K, so only three 10-Q filings are made each year. The form 10-Q must be filed within 45 days of the end of the quarter.
Form 8-K is a report required to be filed by public companies with the United States Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended. After a significant event like bankruptcy or departure of a CEO, a public company generally must file a Current Report on Form 8-K within four business days to provide an update to previously filed quartely reports on Form 10-Q and/or Annual Reports on Form 10-K. Form 8-K is a very broad form used to notify investors of any unscheduled material event that is important to shareholders or the SEC. This is one of the most common types of forms filed with the SEC.
Typically an 8-K filing will only have two major parts. They are:
SEC filings can provide a useful window on understanding corporate structure, management strategy, challenges, sales targets, declines in stock valuation and much more. These are the primary sources of most financial research since they represent the required disclosures needed for a company to trade stock on a public exchange. Most financial data reported in other places comes from SEC filings.
Mergent is the best place to search SEC filings since they allow you to search just 10K, 8K and 10Q's (see the next box for descriptions). To search SEC Filings on Mergent:
Remember, you only need to look for the 10K and all of the 10Qs and 8Ks that came after it.
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