The federal securities laws require publicly traded companies to disclose information on an ongoing basis. For example, domestic issuers (other than small business issuers) must submit annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K for a number of specified events and must comply with a variety of other disclosure requirements.
The annual report on Form 10-K provides a comprehensive overview of the company's business and financial condition and includes audited financial statements. Although similarly named, the annual report on Form 10-K is distinct from the “annual report to shareholders,” which a company must send to its shareholders when it holds an annual meeting to elect directors.
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 September 2002, the SEC approved a Final Rule that changed the deadlines for Form 10-K and Form 10-Q for “accelerated filers” -- meaning issuers that have 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 will be phased in over time.
In December 2005, the SEC voted to adopt amendments that create a new category of "large accelerated filers" that includes companies with a public float of $700 million or more. The amendments also redefine "accelerated filers" as companies that have at least $75 million, but less than $700 million, in public float. As described in Release No. 33-8644 (Revisions to Accelerated Filer Definition and Accelerated Deadlines for Filing Periodic Reports), the current 10-K and 10-Q deadlines for accelerated filers are as follows:
|Category of Filer||Revised Deadlines For Filing Periodic Reports|
|Form 10-K Deadline||Form 10-Q Deadline|
|Large Accelerated Filer
($700MM or more)
75 days for fiscal years ending before December 15, 2006 and 60 days for fiscal years ending on or after December 15, 2006
($75MM or more and less than $700MM)
|75 days||40 days|
(less than $75MM)
|90 days||45 days|
You'll find a company's Form 10-K filings in the SEC's EDGAR database. To filter your results, simply enter 10-K (using a dash between the 10 and the K) in the “Form Type” box. If the company is a small business issuer, enter “10KSB” (without a dash or any spaces). To see a blank version of the Form (with instructions), you can download a PDF version from the "Forms" section of our website.
If a shareholder requests a company’s Form 10-K, the company must provide a copy. In addition, an accelerated filer must disclose on Form 10-K whether the company makes its periodic and current reports available, free of charge, on its website.
Issuers with questions concerning Form 10-K or the deadlines for accelerated filers should consult with counsel or contact the SEC’s Division of Corporation Finance.