Form 10-K

Form 10-K

The regulatory annual report of US listed companies. It is not a brochure: it is a certified document, in which lying exposes the company to prosecution.

In brief

Filed each year with the SEC via EDGAR; the information becomes public upon filing.
Deadlines: 60 days after year-end for the largest companies (large accelerated filers), 75 or 90 days for the others.
Contains audited financial statements (Item 8), risk factors (Item 1A), pending legal proceedings (Item 3) and management's analysis (Item 7, MD&A).
Since the Sarbanes-Oxley Act (2002), the chief executive officer and the chief financial officer personally certify its contents.
Not to be confused with the annual report to shareholders, a communication document sent to shareholders.

The 10-K is the most useful document there is for documenting the business model of a listed group: it is written by the company itself, under legal constraint, and it is verifiable.

Its structure is standardised, which makes it possible to compare from one year to the next. Item 3, “Legal Proceedings”, lists significant litigation; Item 1A lists the risks the company acknowledges it faces. The financial statements are audited.

False or misleading information in a 10-K is not a communication blunder: it engages the civil liability of the company and its executives, and may give rise to prosecution. That is what gives the document its evidential value.

Sources

External sources.

Form 10-K (official form and general instructions) — U.S. Securities and Exchange Commission
Form 10-K — SEC — Investor.gov

Sources

Where this comes up in the case file

Other glossary entries — Legal concepts