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Corporate Annual Reports to Shareholders and 10-K Reports (introduction to who, what, when & where): Main

Background Info on Corporate Annual Reports and 10-K Reports

You have to be dealing with a publicly traded corporation, before you can think about a 10-K report.

Some, but not all nonprofit organizations issue "annual reports", either in print, or online.  However, only publicly traded corporations are required to produce an "annual report to shareholders", since nonprofit groups do not have shareholders.  There are some special forms of corporations that have shareowners, such as Credit Unions and Cooperatives.  Some businesses are organized & chartered as Partnerships or Limited Liability Corporations (abbreviated as "LLC").  However, the ownership of those unique entities cannot be publicly traded on a stock exchange.  A more through listing of business that are exempt from fling 10-K reports is listed further down this page.

"10-K" is the official name of a form that publicly traded corporations based in the US have to file with the Securities & Exchange Commission.  The SEC is a U.S. governmental agency that has oversight of publicly traded firms, mutual funds, investment advisors and issuers of publicly traded debt instruments.  Publicly traded firms are also legally required to make their 10-K reports available to their own shareholders, while the SEC offers free public access to 10-K reports and other documents via SEC's web services, nicknamed EDGAR <http://www.sec.gov>.

10-K reports must be filed annually by American and Canadian companies whose shares trade on any U.S. stock exchange.

In some cases, foreign companies may be required to file a Form 20-F in lieu of a 10-K report.

Both the 10-K and 20-F reports contain detailed descriptions of the business' current state of affairs and its financial situation.  These are typically thick documents, seldom less than 50 pages, and often running over 100 pages.  These reports must also address a series of topics & questions, detailing their recent situation with a variety of statistical or financial tables, as well as significant amounts of textual analysis.  Typically, financial data must compare the 3 most recent years.  Companies may suppress data if it does not exceed the "material significance" test, which usually is 5% of asssts, revenues or expenses.  Companies have no requirement to discuss their future goals or expectations of how their fiscal year will unfold.

 

The major topics that 10-K and 20-F reports must address in their text & statistical tables include:

  • - lines of business
  • - competition
  • - major properties
  • - operations outside of the USA
  • - distribution of raw materials used by the firm
  • - distribution of finished products available for sale
  • - labor relations
  • - regulatory oversight
  • - legal proceedings
  • - environmental concerns
  • - discussion of revenues, expenses, net income, capital, assets, liabilities, and cash flow
  • - schedule of future payments towards financial obligations & debt instruments
  • - discussion of any outstanding financial covenants which might restrict the company's ability to operate in a "normal" manner
  • - results of annual & periodic audits of the firm's financial control systems
  • - management of the firm (often times this information is contained in other documents, such as the Proxy Statement which may have various SEC form numbers)
  • - statements by the firm's executives certifying the accuracy of all financial information

 

Sometimes there also are supplemental financial statements and legal documents filed, as amendments to a previous report.  For domestic corporations, these would be filed as a separate "10-K/A" (amendment of a previously filed 10-K).  If a company files its report beyond the legal deadline, then that report is named "10-K 405". In the field of business research, all of those flavors of documents are typically discussed as if they are "10-K reports".  However, when you are searching the SEC's EDGAR database, those variations are treated as separate & distinctly different documents.  Amendments to 10-K reports can run any length, from a single page(to correct a significant typographical error, to over 100 pages!

 

For a corporation to fall under the SEC laws for mandatory filing of Annual Reports to Shareholders, and annual filing of the 10-K reports, a corporation must have either:

  • - $10 million or more in assets AND at least 500 shareholders of record (not counting shares owned through brokerage firms).

OR

  • - Have their securities traded on a public stock exchange in the USA (ie: NYSE, Amex, Pacific, Philadelphia) or have the securities registered to trade on NASDAQ.

 

An example of a company that is subject to SEC filings, but whose shares were not publicly traded is:  First Interstate Bancsystem of Montana (prior to March 2010 when it became publicly traded).

 

Some types of corporations are inherently ineligible for coming under SEC's mandatory reporting requirements because their corporate charters do not allow them to issue securities, or because their voting rights / voting shares can not be traded in a public market:

  • - Charitable groups
  • - Cooperatives
  • - Credit unions
  • - Foundations
  • - Fraternal organizations
  • - Governmental agencies & governmental entities
  • - Mutually chartered insurance companies
  • - Mutually chartered savings banks
  • - Mutually chartered savings & loan associations
  • - Non profit organizations
  • - Partnerships (there are some exceptions, for firms that issue "Publicly Traded Shares of Beneficial Interest" which must comply with SEC's regulations about fuil discolosure to shareholders)
  • - Professional societies & trade associations
  • - Unions & collective bargaining units

 

Once you have identified a publicly traded corporation, you may still need to dig through their web pages, before you find the online version of their 10-K report or the glossy Annual Report to Shareholders.  Here are some key phrases to look for:

  • - About the company
  • - About us
  • - Company information
  • - Company profile
  • - Corporate information
  • - Corporate profile
  • - Information for investors
  • - Information for shareholders
  • - Investors
  • - Investor information
  • - Investor relations
  • - Shareholders
  • - Shareholder information
  • - Shareholder relations

 

Be careful, there might be similar sounding corporations to the one you want.  Or the official web page's URL is not the same as the corporation's name.  A good example of this is a electric & gas utility provider, based in Spokane, Washington:

  • - <avistia.com> as compared with <avistacorp.com>

 

In some industries, certain brand names are commonly found scattered all across the country, Be careful, as they typically cover very different geography, even though their products & services might be nearly identical.  A good example of this is in the banking industry:

  • - <capitalbank.com> in NY as compared with <capitolbank.com> in WI, and two FL based banks:  <floridacapitalbank.com> and <capitalbank-us.com>.

 

Or what you are looking for is the correct name, but some organization is sitting on that domain name, or it might be unassigned:

  • - <chasebank.com> as compared with <chase.com>

 

You also need to differentiate between a firm's official name, and popular nicknames or abbreviations that might match other corporations:

  • - "PG&E" as compared with "PGE / Portland General Electric".

 

If you are looking for a firm that provides services to the public, please be aware that often times the local affiliate is not the exact same corporate entity as the stock of the parent company.  A good firm will provide links from each subsidiary, to the parent company's investor relations web site.

  • - Wall Street Journal / Dow Jones / New York Post / The Times of London / HarperCollins Publishers are all units of News Corporation = "NWS", however many people think that all of those firms are owned by Rupert Murdoch, despite the fact that News Corporation has thousands of individual shareholders all around the world.

Gary Klein (Reference Librarian)