Beruflich Dokumente
Kultur Dokumente
OFFICE of INVESTOR
EDUCATION and ADVOCACY
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Items in the Annual Report on Form 10-K
Part I other materially important physical
properties.
Item 1 “Business” requires a description of the
company’s business, including its main Item 3 “Legal Proceedings” requires the com-
products and services, what subsidiaries pany to include information about
it owns, and what markets it operates significant pending lawsuits or other
in. This section may also include infor- legal proceedings, other than ordinary
mation about recent events, competi- litigation.
tion the company faces, regulations that
apply to it, labor issues, special operat- Item 4 This item has no required information,
ing costs, or seasonal factors. This is a but is reserved by the SEC for future
good place to start to understand how rulemaking.
the company operates.
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Items in the Annual Report on Form 10-K
company management to tell its story • Material changes in the company’s
in its own words. The MD&A pres- results compared to the prior period, as
ents: well as off-balance sheet arrangements
and the company’s contractual obliga-
tions.
• The company’s operations and financial
results, including information about the
company’s liquidity and capital resources • Critical accounting judgments, such
and any known trends or uncertainties as estimates and assumptions. These
that could materially affect the company’s accounting judgments – and any
results. This section may also discuss man- changes from previous years – can have
agement’s views of key business risks and a significant impact on the numbers in
what it is doing to address them. the financial statements, such as assets,
costs, and net income.
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Items in the Annual Report on Form 10-K
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Items in the Annual Report on Form 10-K
Item 11 “Executive Compensation” in- Although these disclosures are required by the 10-K,
cludes detailed disclosure about most companies meet this requirement by providing
the company’s compensation the information in a separate document called the
policies and programs and how proxy statement, which companies provide to their
much compensation was paid shareholders in connection with annual meetings. If
to the top executive officers of the information is provided through the proxy state-
the company in the past year. ment, the 10-K would include a statement from the
company that it is incorporating the information from
Item 12 “Security Ownership of Certain the proxy statement by reference – in effect directing
Beneficial Owners and Manage- readers to go to the proxy statement document to find
ment and Related Stockholder this information. Keep in mind that the proxy state-
Matters” requires information ment is typically filed a month or two after the 10-K.
about the shares owned by the
company’s directors, officers
and certain large shareholders, Part IV
and about shares covered by
equity compensation plans. Item 15 “Exhibits, Financial Statement
Schedules” requires a list of the
Item 13 “Certain Relationships and Re- financial statements and exhibits
lated Transactions, and Director included as part of the Form 10-K.
Independence” includes infor- Many exhibits are required, including
mation about relationships and documents such as the company’s
transactions between the com- bylaws, copies of its material contracts,
pany and its directors, officers and a list of the company’s subsidiaries.
and their family members. It
also includes information about
whether each director of the
company is independent.
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Additional Resources
• For more information on the annual report to
shareholders, please visit www.sec.gov/answers/
annrep.htm