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2.5  A Tour of the Form 10-K:  The Structure

The following figure shows a sample of the 10-K items as reported by Amazon.com.  We will highlight some of the important Items from an accounting and financial analyst perspective. The structure is mandated by the SEC for publicly held corporations.  As a result, the same format applies to any public corporation:

From the point of view of Financial Statement Analysis and Valuation, the following items are important:

·         Item 1 describes the business model and strategy.  We described these in the introduction, and will return to this in Chapter 3.

o   Item 1A identifies all the major risks faced by the company.  Unfortunately, it does not indicate the likelihood of the risks but it does provide an exhaustive list, given potential regulatory penalties faced by management today.

·         Item 7 contains information that cannot be found in the financial statements.  This item is intended to cover favorable and unfavorable trends or events relating to liquidity, capital expenditures, financing and operations.  We will give examples of this below

·         Item 8 contains the four major statements: the income statement, the balance sheet, the statement of shareholder’s equity, and the cash flow statement.  We describe these in detail in the next few sections of this chapter.

·         Item 9 contains the Auditor’s Report.  This is a statement from the independent auditors on whether or not the financial statements “present fairly, in all material respects, the financial position” of the company. 

o   An unqualified report states that the major financial statements are fairly presented in all material respects and are in compliance with GAAP.

o    A qualified report which uses the language that except for certain items, the report is unqualified.

o   An adverse opinion is given if departures from GAAP are numerous. 

o   A disclaimer of opinion can be issued which effectively means the auditor is unable to form an opinion.

o   An example of an auditor’s report is: