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 company 's financial 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.
41-533: The Securities Exchange Act of 1934 (also called the Exchange Act , ' 34 Act , or 1934 Act ) ( Pub. L. 73–291 , 48 Stat. 881 , enacted June 6, 1934 , codified at 15 U.S.C. § 78a et seq.) is a law governing the secondary trading of securities ( stocks , bonds , and debentures ) in the United States of America. A landmark piece of wide-ranging legislation,
82-673: A slip law and in the United States Statutes at Large after receiving the act. Thereafter, the changes are published in the United States Code . Through the process of judicial review , an act of Congress that violates the Constitution may be declared unconstitutional by the courts. A judicial declaration that an act of Congress is unconstitutional does not remove the act from the Statutes at Large or
123-541: A President has ever delegated the authority to someone outside the Oval Office. Act of Congress#Public law, private law, designation An act of Congress is a statute enacted by the United States Congress . Acts may apply only to individual entities (called private laws ), or to the general public ( public laws ). For a bill to become an act, the text must pass through both houses with
164-556: A majority, then be either signed into law by the president of the United States , be left unsigned for ten days (excluding Sundays) while Congress remains in session, or, if vetoed by the president, receive a congressional override from 2 ⁄ 3 of both houses. In the United States, acts of Congress are designated as either public laws , relating to the general public, or private laws , relating to specific institutions or individuals. Since 1957, all Acts of Congress have been designated as "Public Law X–Y" or "Private Law X–Y", where X
205-503: A material affect or are materially likely to have an affect and how, as well as the board's and management's role and oversight of cybersecurity risk and their relevant expertise. This section lays out the significant properties, physical assets, of the company. This only includes physical types of property, not intellectual or intangible property. Here, the company discloses any significant pending lawsuit or other legal proceeding. References to these proceedings could also be disclosed in
246-591: A physical location. Previously these brokers would find stock prices through newspaper printings and conduct trades verbally by telephone. Today, a digital information network connects these brokers. This system is called NASDAQ , standing for the National Association of Securities Dealers Automated Quotation System. In 1938, the Exchange Act was amended by the Maloney Act , which authorized
287-453: A public float of at least $ 75 million, that have been subject to the Exchange Act's reporting requirements for at least 12 calendar months, that previously have filed at least one annual report, and that are not eligible to file their quarterly and annual reports on Forms 10-QSB and 10-KSB. These shortened deadlines were to be phased in over a three-year period, however, in 2004 the SEC postponed
328-491: Is a 10-K where the Regulation S-K Item 405 box on the cover page is checked. Due to confusion in its application, the 10-K405 was eliminated in 2002. Historically, Form 10-K had to be filed with the SEC within 90 days after the end of the company's fiscal year . However, in 2004, the SEC approved a Final Rule that changed the deadlines to 60 days for Form 10-K for "accelerated filers"; meaning issuers that have
369-580: Is made by the third method, the presiding officer of the house that last reconsidered the act promulgates it. Under the United States Constitution , if the president does not return a bill or resolution to Congress with objections before the time limit expires, then the bill automatically becomes an act; however, if the Congress is adjourned at the end of this period, then the bill dies and cannot be reconsidered (see pocket veto ). If
410-410: Is sometimes used in informal speech to indicate something for which getting permission is burdensome. For example, "It takes an act of Congress to get a building permit in this town." An act adopted by simple majorities in both houses of Congress is promulgated , or given the force of law, in one of the following ways: The president promulgates acts of Congress made by the first two methods. If an act
451-466: Is the going concern opinion. This is the opinion of the auditor as to the viability of the company. Look for "unqualified opinion" expressed by auditor. This means the auditor had no hesitations or reservations about the state of the company, and the opinion is without any qualifications (unconditional). Requires a company, if there has been a change in its accountants, to discuss any disagreements it had with those accountants. Includes information about
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#1732766086459492-454: Is the number of the Congress and Y refers to the sequential order of the bill (when it was enacted). For example, P. L. 111–5 ( American Recovery and Reinvestment Act of 2009 ) was the fifth enacted public law of the 111th United States Congress . Public laws are also often abbreviated as Pub. L. No. X–Y. When the legislation of those two kinds are proposed, it is called public bill and private bill respectively. The word "act", as used in
533-534: The EDGAR database on the SEC's website. Academic researchers make this report metadata available as structured datasets in the Harvard Dataverse. 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
574-627: The Securities Act of 1933 , which regulates these original issues, the Securities Exchange Act of 1934 regulates the secondary trading of those securities between persons often unrelated to the issuer, frequently through brokers or dealers. Trillions of dollars are made and lost each year through trading in the secondary market. One area subject to the 1934 Act's regulation is the physical place where securities (stocks, bonds, notes of debenture) are exchanged. Here, agents of
615-404: The "black box" of securities trading. The ECN is a completely automated network, anonymously matching buy and sell orders. Many traders use one or more trading mechanisms (the exchanges, NASDAQ, and an ECN or ATS) to effect large buy or sell orders – conscious of the fact that overreliance on one market for a large trade is likely to unfavorably alter the trading price of the target security. While
656-404: The 10-K filed annually, other forms serve related purposes, but have different schedules. Form 10-Q , much briefer, is filed after each of the three quarters that do not have a 10-K filing. Form 8-K covers special material events that occur between 10-K and 10-Q filings. A substantial number of firms filed their 10-K as a Form 10-K405 during the late 1990s and early 2000s (decade). A 10-K405
697-487: The 1933 Act recognizes that timely information about the issuer is vital to effective pricing of securities, the 1933 Act's disclosure requirement (the registration statement and prospectus) is a one-time affair. The 1934 Act extends this requirement to securities traded in the secondary market. Provided that the company has more than a certain number of shareholders and has a certain amount of assets (500 shareholders, above $ 10 million in assets, per Act sections 12, 13, and 15),
738-536: The 1934 Act and corresponding SEC Rule 10b-5 have sweeping antifraud language. Section 10(b) of the Act (as amended) provides (in pertinent part): It shall be unlawful for any person, directly or indirectly, by the use of any means or instrumentality of interstate commerce or of the mails, or of any facility of any national securities exchange ... Section 10(b) is codified at 15 U.S.C. § 78j(b) . The breadth and utility of section 10(b) and Rule 10b-5 in
779-575: The 1934 Act requires that issuers regularly file company information with the SEC on certain forms (the annual 10-K filing and the quarterly 10-Q filing). The filed reports are available to the public via EDGAR . If something material happens with the company (change of CEO, change of auditing firm, destruction of a significant number of company assets), the SEC requires that the company issue within 4 business days an 8-K filing that reflects these changed conditions (see Regulation FD ). With these regularly required filings, buyers are better able to assess
820-482: The Act of '34 and related statutes form the basis of regulation of the financial markets and their participants in the United States. The 1934 Act also established the Securities and Exchange Commission (SEC), the agency primarily responsible for enforcement of United States federal securities law. Companies raise billions of dollars by issuing securities in what is known as the primary market . Contrasted with
861-779: The NASDAQ stock market. In 1996, the SEC criticized the NASD for putting its interests as the operator of NASDAQ ahead of its responsibilities as the regulator, and the organization was split in two, one entity regulating the brokers and firms, the other regulating the NASDAQ market. In 2007, the NASD merged with the NYSE (which had already taken over the AMEX), and the Financial Industry Regulatory Authority (FINRA)
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#1732766086459902-451: The Risks section or other parts of the report. This section requires some companies to provide information about mine safety violations or other regulatory matters. Gives highs and lows of stock, in a simple statement. Market for Registrant's Common Equity, related stockholder matters and issuer purchases of equity securities. In this section Financial Data showing consolidated records for
943-472: The SEC staff on previously filed reports that have not been resolved after an extended period of time. Check here to see whether the SEC has raised any questions about the company's statements that have not been resolved. Here the company must explain the risk management and strategy including any processes for assessing, identifying and managing the risks arising from cybersecurity threats. The company must describe if any previous cybersecurity incidents have had
984-486: The United States Code; rather, it prevents the act from being enforced. However, the act as published in annotated codes and legal databases is marked with annotations indicating that it is no longer good law. Form 10-K Companies with more than $ 10 million in assets and a class of equity securities that is held by more than 2000 owners must file annual and other periodic reports, regardless of whether
1025-400: The business.) Other topics in this section may include special operating costs, seasonal factors, or insurance matters. Here, the company lays anything that could go wrong, likely external effects, possible future failures to meet obligations, and other risks disclosed to adequately warn investors and potential investors. Requires the company to explain certain comments it has received from
1066-719: The company’s disclosure controls and procedures and its internal control over financial reporting. Item 10. Directors, Executive Officers and Corporate Governance Item 11. Executive Compensation Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Item 13. Certain Relationships and Related Transactions, and Director Independence Item 14. Principal Accounting Fees and Services Item 15. Exhibits, Financial Statement Schedules Signatures Five percent ownership refers to companies or individuals who hold at least 5% of
1107-651: The deadline remains at 75 days and for non-accelerated filers the deadline remains at 90 days. For further reading, see the Final Rules [1] section of the SEC's website, referencing Rule 33–8644. Every annual report contains 4 parts and 15 schedules. They are: This describes the business of the company: who and what the company does, what subsidiaries it owns, and what markets it operates in. It may also include recent events, competition, regulations, and labor issues. (Some industries are heavily regulated, have complex labor requirements, which have significant effects on
1148-637: The exchange, or specialists , act as middlemen for the competing interests in the buying and selling of securities. An important function of the specialist is to inject liquidity and price continuity into the market. Some of the more well known exchanges include the New York Stock Exchange , the NASDAQ and the NYSE American . The 1934 Act also regulates broker-dealers without a status for trading securities. A telecommunications infrastructure has developed to provide for trading without
1189-411: The formation and registration of national securities associations. These groups would supervise the conduct of their members subject to the oversight of the SEC. The Maloney Act led to the creation of the National Association of Securities Dealers, Inc. – the NASD, which is a Self-Regulatory Organization (or SRO). The NASD had primary responsibility for oversight of brokers and brokerage firms, and later,
1230-468: The legal entity as well as subsidiary companies. Here, management discusses the operations of the company in detail by usually comparing the current period versus prior period. These comparisons provide a reader an overview of the operational issues of what causes such increases or decreases in the business. Forward-looking statement is the disclaimer that projections as to future performance are not guaranteed, and things could go otherwise. Here, also,
1271-590: The period between these filings, and in case of a significant event, such as a CEO departing, material cybersecurity incident 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 Code of Federal Regulations (CFR) designation of the form pursuant to sections 13 and 15(d) of the Securities Exchange Act of 1934 as amended. Unlike
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1312-445: The president rejects a bill or resolution while the Congress is in session, a two-thirds vote of both houses of Congress is needed for reconsideration to be successful. Promulgation in the sense of publishing and proclaiming the law is accomplished by the president, or the relevant presiding officer in the case of an overridden veto, delivering the act to the archivist of the United States . The archivist provides for its publication as
1353-528: The propriety of financial transactions and the preparation of financial statements in compliance with "generally accepted accounting principles". On May 5, 2006, in a notice in the Federal Register , President Bush delegated authority under this section to John Negroponte , the Director of National Intelligence . Administration officials told Business Week that they believe this is the first time
1394-399: The pursuit of securities litigation are significant. Rule 10b-5 has been employed to cover insider trading cases, but has also been used against companies for price fixing (artificially inflating or depressing stock prices through stock manipulation ), bogus company sales to increase stock price, and even a company's failure to communicate relevant information to investors. Many plaintiffs in
1435-420: The securities are publicly or privately traded. Up until March 16, 2009, smaller companies could 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
1476-679: The securities litigation field plead violations of section 10(b) and Rule 10b-5 as a "catch-all" allegation, in addition to violations of the more specific antifraud provisions in the 1934 Act. Section 13(b)(3)(A) of the Securities Exchange Act of 1934 provides that "with respect to matters concerning the national security of the United States", the President or the head of an Executive Branch agency may exempt companies from certain critical legal obligations. These obligations include keeping accurate "books, records, and accounts" and maintaining "a system of internal accounting controls sufficient" to ensure
1517-488: The term "act of Congress", is a common, not a proper noun . The capitalization of the word "act" (especially when used standing alone to refer to an act mentioned earlier by its full name) is deprecated by some dictionaries and usage authorities. However, the Bluebook requires "Act" to be capitalized when referring to a specific legislative act. The United States Code capitalizes "act". The term "act of Congress"
1558-423: The three-year phase-in by one year. In December 2005, the SEC created a third category of "large accelerated filers," accelerated filers with a public float of over $ 700 million. As of December 27, 2005, the deadline for filing for large accelerated filers was still 75 days, however, beginning with the fiscal year ending on or after December 15, 2006, the deadline was changed to 60 days. For other accelerated filers
1599-541: The trades tend to be controlled by a small number of brokers or dealers. ATS acts as a niche market, a private pool of liquidity. Reg ATS , an SEC regulation issued in the late 1990s, requires these small markets to 1) register as a broker with the NASD, 2) register as an exchange, or 3) operate as an unregulated ATS, staying under low trading caps. A specialized form of ATS, the Electronic Communications Network (or ECN), has been described as
1640-478: The worth of the company, and buy and sell the stock according to that information. While the 1933 Act contains an antifraud provision ( Section 17 ), when the 1934 Act was enacted, questions remained about the reach of that antifraud provision and whether a private right of action—that is, the right of an individual private citizen to sue an issuer of stock or related market actor, as opposed to government suits—existed for purchasers. As it developed, section 10(b) of
1681-415: Was created. In the last 30 years, brokers have created two additional systems for trading securities. The alternative trading system, or ATS, is a quasi exchange where stocks are commonly purchased and sold through a smaller, private network of brokers, dealers, and other market participants. The ATS is distinguished from exchanges and associations in that the volumes for ATS trades are comparatively low, and