Lesson 1 of 6
What a 10-K is
A 10-K is the annual report a public company files with the SEC. It gives a full picture of the company's business, the risks it faces, and its operating and financial results for the year. Source 1
Its financial statements are audited by an independent accounting firm, unlike the quarterly ones in a 10-Q. Source 1 Source 2
The company's chief executive and chief financial officers certify that it's accurate. The SEC doesn't vouch for it. Source 1
Lesson 2 of 6
When it's due
The deadline depends on the company's filer status, which mostly depends on its public float: the market value of the shares held by people other than insiders. Source 3 Source 4
- Large accelerated filers (generally a public float of $700 million or more): 60 days after the fiscal year ends.
- Accelerated filers (generally $75 million to under $700 million): 75 days.
- Everyone else: 90 days. Source 3 Source 5
A company that can't make the deadline can file a Form 12b-25 notice, which shows up on EDGAR as “NT 10-K”. If it then files within 15 calendar days, the report counts as on time. Source 6
Lesson 3 of 6
Finding your way: the parts and items
Every 10-K uses the same numbered items, grouped into four parts, so you can jump straight to what you need. These are the ones most readers start with. Source 1 Source 7
- Item 1 Business
What the company does: its main products and services and the markets it operates in. Source 1
- Item 1A Risk factors
The most significant risks to the company or its securities, generally listed in order of importance. Source 1 Source 8
- Item 1C Cybersecurity
How the company assesses and manages material risks from cybersecurity threats, and how its management and board oversee them. Source 9
- Item 3 Legal proceedings
Significant pending lawsuits and other legal proceedings. Source 1
- Item 7 Management's discussion and analysis
MD&A: management's perspective on the year's results, in its own words. Source 1
- Item 7A Market risk
How exposed the company is to market risks such as interest rates, exchange rates and commodity prices. Source 1
- Item 8 Financial statements
The audited financial statements, their notes, and the auditor's report. Source 1
- Item 9 Changes in and disagreements with accountants
Whether the company changed auditors and had disagreements with them. Source 1 Source 7
- Item 9A Controls and procedures
The company's disclosure controls and its internal control over financial reporting. Source 1
- Items 10–14 Directors, pay and ownership
Who the directors and executive officers are, what the top executives were paid, and related matters. This part is often incorporated from the proxy statement. Source 1
Lesson 4 of 6
The financial statements
Item 8 holds four statements: the balance sheet, the income statement, the cash flow statement and the statement of shareholders' equity. Source 10
Balance sheet. A snapshot on one date: what the company owns (assets), what it owes (liabilities), and the difference (shareholders' equity). Source 10
Income statement. Covers a period. It starts with revenue, subtracts costs and expenses, and ends with net income or a net loss. Source 10
Cash flow statement. The cash that came in and went out, split into operating, investing and financing activities. A profit on the income statement doesn't have to mean the company generated cash. Source 10
The notes that follow the statements explain the accounting behind the numbers. Read them alongside the tables. Source 1
Lesson 5 of 6
The auditor's report
An independent auditor examines the annual financial statements and gives its opinion in a report that appears with them. Source 1
Most audit reports give an “unqualified” opinion: that the statements fairly present the company's financial position in line with generally accepted accounting principles (GAAP). Source 1
Look for extra paragraphs. When the auditor has substantial doubt that the company can continue as a going concern, it adds a paragraph with its own heading. Going-concern language explains it. Source 11
An auditor change doesn't wait for the 10-K: the company reports it on an 8-K under Item 4.01, within four business days. Source 12 Source 13
Lesson 6 of 6
Finding a 10-K yourself
Every 10-K is free on the SEC's EDGAR system. Search for the company, then narrow the results to form type 10-K. Source 14 Source 15
EDGAR's full-text search covers filings since 2001, so you can also search for a phrase across every company. Source 15
Each filing has an accession number, a unique ID that EDGAR assigns. Snoki shows it on event pages so you can find the exact document. Source 14
Most companies also post their 10-Ks on their own websites. Source 1
Check yourself
Terms in this path
Sources
- SEC, Investor.gov: Investor Bulletin: How to Read a 10-K/10-Q (opens in a new tab)
- SEC, Investor.gov: Glossary: Form 10-Q (opens in a new tab)
- SEC: Accelerated Filer and Large Accelerated Filer Definitions: small entity compliance guide (opens in a new tab)
- Code of Federal Regulations (eCFR): 17 CFR 240.12b-2: Definitions (material, public float) (opens in a new tab)
- SEC: Financial Reporting Manual, Topic 1: Registrant's financial statements (filing deadlines) (opens in a new tab)
- SEC: Form 12b-25: Notification of late filing (opens in a new tab)
- SEC: Form 10-K and its general instructions (opens in a new tab)
- Code of Federal Regulations (eCFR): 17 CFR 229.105, Regulation S-K Item 105: Risk factors (opens in a new tab)
- SEC: SEC adopts rules on cybersecurity risk management, strategy, governance and incident disclosure (2023) (opens in a new tab)
- SEC: Beginners' Guide to Financial Statements (opens in a new tab)
- PCAOB: AS 2415: Consideration of an Entity's Ability to Continue as a Going Concern (opens in a new tab)
- SEC: Form 8-K and its general instructions (opens in a new tab)
- SEC: Compliance and Disclosure Interpretations: Exchange Act Form 8-K (opens in a new tab)
- SEC: Accessing EDGAR data (opens in a new tab)
- SEC: EDGAR full-text search (opens in a new tab)
This guide explains how filings and data releases work. It isn't investment advice, and it never tells you to buy, sell or hold anything. Rules change: the linked sources are the final word.