# Form 10-K: Definition, What’s Included, Instructions, and Where to Find It
**Summary:** Form 10-K is the Securities and Exchange Commission’s required annual report for publicly traded U.S. companies. It provides a comprehensive view of a company’s business, audited financial statements, risk factors, management’s discussion and analysis (MD&A), executive compensation, and other disclosures investors need to evaluate performance and risk. This glossary entry explains its structure, why it matters, how to interpret deadlines, a worked example, practical uses, comparisons with related filings, limitations, and research sources.
## Definition & Key Takeaways
## Why It Matters
## Formula & Variables
## Worked Example
## Practical Use
## Comparisons
## Limits & Misconceptions
## Research Notes
## Definition & Key Takeaways
– Form 10-K is the SEC-mandated annual report U.S. public companies file that provides a comprehensive, audited picture of the prior fiscal year.
– Typical contents include business description, risk factors, management’s discussion and analysis (MD&A), audited financial statements, notes, executive compensation, and legal proceedings.
– Filing deadlines depend on public float: large accelerated filers (≥ $700M) file within 60 days; accelerated filers ($75M–$700M) within 75 days; non‑accelerated filers (< $75M) within 90 days of fiscal year end.
– 10-Ks are public and searchable on the SEC EDGAR system and most companies’ Investor Relations sites.
– The 10-K is central to fundamental analysis but has limits: it reflects historical results and can be dense; auditors attest to financials but do not guarantee future performance.
## Why It Matters
Investors, creditors, analysts, and regulators rely on the 10-K because it consolidates audited financial statements with narrative context. The document exposes a firm's:
– Financial performance and position (income statement, balance sheet, cash flows).
– Key risks and uncertainties (Risk Factors).
– Management’s view on results, liquidity, and capital resources (MD&A).
– Legal and regulatory exposures and material contracts.
– Corporate governance and executive compensation disclosures.
Because the CEO and CFO must sign and certify the 10-K's accuracy under the Sarbanes–Oxley Act, the form is a cornerstone of market transparency and investor due diligence.
## Formula & Variables
A 10-K is not a mathematical formula, but several deadline and metric rules can be expressed succinctly for practical calculations.
Deadlines (D):
– D = FYE + T days
– D = filing due date
– FYE = fiscal year-end date (calendar date)
– T = {60 if public float ≥ $700M; 75 if $75M ≤ float < $700M; 90 if float < $75M}
Symbols and units:
– FYE: date (MM-DD-YYYY)
– T: integer (days)
– D: date (MM-DD-YYYY)
– Public float: USD (millions)
Common financial variables reported inside a 10-K:
– Revenue (R): USD
– Net income (NI): USD
– Earnings per share (EPS): USD/share
– Total assets (A), Total liabilities (L), Shareholders’ equity (E): USD
These financial variables are unitized in the company's reporting currency (usually USD) and presented in thousands or millions as noted in the statements.
## Worked Example
Step 1 — Determine filing deadline by public float:
Company Z has a December 31 fiscal year-end. Its public float is $1.2 billion.
– Since public float ≥ $700M, T = 60 days.
– FYE = 12-31-2024.
– D = 12-31-2024 + 60 days = 03-01-2025 (non-leap-year example). Company Z must file its Form 10-K by March 1, 2025.
Step 2 — Locate the 10-K on EDGAR:
– Go to the SEC EDGAR search and enter Company Z's name or ticker.
– Filter by "10-K" (or Form Type: "10-K").
– Download the latest annual filing (HTML or PDF).
Step 3 — Extract headline numbers:
From the audited statements in the 10-K suppose you find:
– Revenue (R) = $8,450,000,000
– Net income (NI) = $620,000,000
– Weighted average shares outstanding (WASO) = 500,000,000
Calculate basic EPS:
– EPS = NI / WASO = $620,000,000 / 500,000,000 = $1.24 per share
Step 4 — Read MD&A and Risk Factors:
– In MD&A, management explains drivers of revenue growth or contraction and liquidity outlook.
– In Risk Factors, note significant threats such as customer concentration, supply chain risks, or pending litigation.
This process gives a verified set of numbers and managerial context you can use in valuation or credit analysis.
## Practical Use
Checklist for using a 10-K effectively:
– Locate the cover page for exact fiscal year and filer classification.
– Read the Business section (Item 1) to understand products, markets, and strategy.
– Review Risk Factors (Item 1A) for material threats.
– Study MD&A (Item 7) for management’s explanations of results and forward-looking commentary.
– Analyze audited financial statements and footnotes (Items 8 and 15) for accounting policies, contingencies, and segment disclosures.
– Check Executive Compensation (Item 11) and Related-Party Transactions (Item 13) for governance issues.
– Note legal proceedings and subsequent events for risks after year-end.
– Verify auditor’s opinion in the audit report.
Common pitfalls to avoid:
– Overreliance on headline metrics without reading footnotes and MD&A.
– Confusing a company’s investor presentation or annual report with the 10-K — the 10-K is legal and more complete.
– Ignoring off-balance-sheet arrangements and non-GAAP adjustments; always reconcile to GAAP statements.
## Comparisons
– 10-Q vs 10-K: 10-Q is a quarterly report (unaudited, less comprehensive) while the 10-K is the annual audited disclosure with more narrative and detail.
– 8-K: Current reports (Form 8-K) disclose material events between periodic filings (e.g., mergers, restatements) and should be consulted for news after the 10-K date.
– Annual Report to Shareholders: Often glossy and marketing-focused; useful for high-level context but not a substitute for the 10-K’s legally required disclosures.
– Form 40-F: Canadian companies listed in the U.S. may file Form 40-F instead of a 10-K to meet disclosure obligations.
When to prefer each:
– Use 10-Qs for timely interim financials and the 10-K for comprehensive annual analysis.
– Consult 8-Ks when monitoring breaking material events.
– Read the annual report for a management-crafted narrative but rely on the 10-K for audited, complete legal disclosures.
## Limits & Misconceptions
– The 10-K is backward-looking: it reports on the past fiscal year and may include forward-looking statements, but it does not predict outcomes.
– Audited financials improve reliability but do not guarantee accuracy or future viability; audit opinions can be qualified.
– Length and legal language lead some readers to assume the 10-K is infallible; in reality it is a mix of facts, management commentary, and required legal disclosures.
– Small companies may file shorter 10-Ks or provide less granularity; conversely, large companies’ filings can span hundreds of pages.
Common misconceptions:
– "A clean audit means no problems ahead." Auditors opine on historical financials, not future strategy or solvency.
– "The 10-K contains only numbers." Substantial qualitative information (risk, strategy, legal matters) is a core part of the filing.
## Research Notes
Primary sources for 10-K research and methodology:
– SEC EDGAR database (search filings by company name or ticker). Use filings to extract primary financials, legal disclosures, and signatures.
– SEC guidance on Form 10-K filing requirements and timetables for filer categories.
– Company Investor Relations pages often provide a convenient repository for current and archived 10-Ks, press releases, and earnings presentations.
Methodology for analysis:
– Start with the cover page and table of contents to locate items quickly.
– Extract audited financial statements and reconcile non-GAAP measures to GAAP.
– Cross-check subsequent 8-K filings for material events after the fiscal year end that might change the picture.
– Use footnotes and MD&A to interpret accounting policies, contingent liabilities, and segment performance.
Caveats on data:
– Public float used to compute deadlines is dynamic; use the SEC’s most recent determination or company disclosures.
– Some foreign private issuers file alternative forms (40-F, 20-F); confirm the right form for cross-border analysis.
Educational disclaimer: This entry is for informational and educational purposes and does not constitute legal, tax, or investment advice.
### FAQ
### See also
– Form 10-Q
– Form 8-K
– Form 40-F
– Annual Report
– Proxy Statement (DEF 14A)