Form 10-K -- Annual Report
17 CFR 249.310
Form 10-K is the comprehensive annual report that most reporting companies must file with the SEC. It provides a thorough overview of the company's business and financial condition, including audited financial statements. The form is required under Section 13 or 15(d) of the Securities Exchange Act of 1934.
Unlike the glossy annual report sent to shareholders, the 10-K follows a standardized format dictated by SEC regulations. The content requirements are primarily found in Regulation S-K (17 CFR Part 229) for non-financial disclosures and Regulation S-X (17 CFR Part 210) for financial statement form and content.
SOX Certifications Required
The CEO and CFO must sign certifications under Sarbanes-Oxley Act Section 302 (17 CFR 240.13a-14(a)) regarding disclosure controls and internal control over financial reporting, and Section 906 (18 U.S.C. 1350) regarding the accuracy of financial statements. These are filed as Exhibits 31 and 32.
Required Items
| Part | Item | Title | Description | Regulation |
|---|---|---|---|---|
| I | 1 | Business | Description of the registrant's business, principal products/services, competitive conditions, and organizational structure. | Reg S-K Item 101 |
| I | 1A | Risk Factors | Material risks that could affect the business, financial condition, or results of operations. Listed in order of significance. | Reg S-K Item 105 |
| I | 1B | Unresolved Staff Comments | Summary of any unresolved comments from SEC staff on previously filed reports that are at least 180 days old. | Reg S-K Item 105(b) |
| I | 1C | Cybersecurity | Risk management, strategy, and governance processes for cybersecurity threats. Added by SEC final rule in July 2023. | Reg S-K Item 106 |
| I | 2 | Properties | Description of the principal physical properties of the registrant, including location, general character, and conditions of use. | Reg S-K Item 102 |
| I | 3 | Legal Proceedings | Material pending legal proceedings, other than ordinary routine litigation incidental to the business. | Reg S-K Item 103 |
| I | 4 | Mine Safety Disclosures | Required mine safety information for registrants that operate mines subject to the Federal Mine Safety and Health Act. | Reg S-K Item 104 |
| II | 5 | Market for Registrant's Common Equity | Market information, holders, dividends, share repurchases, and equity compensation plan information. | Reg S-K Item 201 |
| II | 6 | [Reserved] | Previously required Selected Financial Data. Eliminated by SEC amendments effective February 2021. | Formerly Reg S-K Item 301 |
| II | 7 | MD&A | Management's Discussion and Analysis of financial condition and results of operations, including liquidity, capital resources, and critical accounting estimates. | Reg S-K Item 303 |
| II | 7A | Quantitative and Qualitative Disclosures About Market Risk | Disclosure of exposures to market risk from financial instruments, including interest rate, foreign currency, commodity, and equity price risks. | Reg S-K Item 305 |
| II | 8 | Financial Statements and Supplementary Data | Audited financial statements prepared in accordance with Regulation S-X, including balance sheet, income statement, cash flows, equity changes, and notes. | Reg S-X Art. 3, 4 |
| II | 9 | Changes in and Disagreements with Accountants | Disclosure of any change in the registrant's certifying accountant and any disagreements with the former accountant. | Reg S-K Item 304 |
| II | 9A | Controls and Procedures | Conclusions of CEO and CFO regarding disclosure controls and procedures, and management's report on internal control over financial reporting (ICFR). | 17 CFR 240.13a-15 |
| II | 9B | Other Information | Information required to be disclosed in an 8-K during the fourth quarter that was not yet reported. | Various |
| III | 10 | Directors, Executive Officers and Corporate Governance | Identification of directors and executive officers, Section 16 compliance, code of ethics, audit committee financial expert. | Reg S-K Items 401, 405, 407 |
| III | 11 | Executive Compensation | Summary compensation table, grants of plan-based awards, outstanding equity awards, option exercises, pension benefits, nonqualified deferred compensation, and CD&A. | Reg S-K Item 402 |
| III | 12 | Security Ownership and Related Stockholder Matters | Beneficial ownership tables for directors, officers, and 5% holders; equity compensation plan information. | Reg S-K Items 201(d), 403 |
| III | 13 | Certain Relationships and Related Transactions | Transactions with related persons exceeding $120,000, director independence determinations. | Reg S-K Items 404, 407(a) |
| III | 14 | Principal Accountant Fees and Services | Disclosure of audit fees, audit-related fees, tax fees, and all other fees paid to the principal accountant. | Reg S-K Item 9(e) of Sch 14A |
| IV | 15 | Exhibits and Financial Statement Schedules | Complete list of exhibits filed or incorporated by reference, including material contracts, certifications, and financial statement schedules. | Reg S-K Item 601 |
Financial Statement Requirements
Required Audited Statements (Reg S-X)
- Balance sheets -- two most recent fiscal year-ends (Rule 3-01)
- Statements of income -- three most recent fiscal years (Rule 3-02)
- Statements of cash flows -- three most recent fiscal years (Rule 3-02)
- Statements of changes in stockholders' equity -- three most recent fiscal years (Rule 3-04)
- Notes to financial statements (Rule 3-18 through 3-20)
- Report of independent registered public accounting firm
Audit Requirements
Financial statements must be audited by an independent registered public accounting firm in accordance with PCAOB standards. For large accelerated filers and accelerated filers, the auditor must also provide an attestation report on the effectiveness of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act. SRCs and EGCs are exempt from the 404(b) auditor attestation requirement.
Filing Deadlines by Filer Category
| Filer Category | Threshold | Deadline | Example (Dec FYE) |
|---|---|---|---|
| Large Accelerated Filer | Public float >= $700M | 60 days | March 1 (Dec FYE) |
| Accelerated Filer | $75M <= public float < $700M | 75 days | March 16 (Dec FYE) |
| Non-Accelerated Filer | Public float < $75M | 90 days | March 31 (Dec FYE) |
| Smaller Reporting Company (SRC) | Public float < $250M or revenue < $100M with no float or float < $700M | 90 days | March 31 (Dec FYE) |
| Emerging Growth Company (EGC) | IPO < 5 years, revenue < $1.235B, non-LAF | 90 days | March 31 (Dec FYE) |
Part III Incorporation by Reference
Items 10 through 14 (Part III) may be incorporated by reference from the registrant's definitive proxy statement (DEF 14A), provided the proxy statement is filed within 120 days after the fiscal year end. If the proxy statement is not filed within this period, the information must be included directly in an amendment to the 10-K (Form 10-K/A).