BUS103: Introduction to Financial Accounting

Our Quick EDGAR Tutorial explains the available searches. Most investors will use the Companies & Other Filers Search. When using this search, you should use the name of the company as reported on the SEC filings rather than its common name. For example, to search IBM's filings, you should type in "International Business Machines". In the alternative, you can use the EDGAR Full-Text Search. This search engine allows you to search the full text of EDGAR filings from the last four years. 

EDGAR Full-Text Search allows you to enter a keyword or conceptual search query and retrieve a list of filings with summaries from the database engines on that keyword or subject. EDGAR Full-Text search makes use of conceptual search technologies that provide capabilities similar to natural language processing and thus avoids many of the limitations of simple keyword searches. We have prepared FAQs that explain in detail how to use this search engine. 

For documents older than four years (or in lieu of the Full-Text Search), you can use key words or phrases to search all header fields (including addresses) in all filings in the EDGAR database. The Historical Edgar Archives Search allows the flexibility of searching for specific information in these headers to locate filings. The header searches are useful when you are trying, for example, to find all issuers who filed a specific form during a specified time period. 

EDGAR search results appear as a list of filings, beginning with the most recent. The filings are identified by EDGAR form types. You will have to review the individual filings for specific disclosures. You also will have to check subsequent filings for any amendments or other changes to the filings, including any restatements to the company's financial statements. 

EDGAR has certain search limitations. For example, you cannot compare the disclosures within specific filings - whether or not the filings were made by the same company. EDGAR does not provide notice that a specific filing was subsequently amended or withdrawn. Prior to May 22, 2006, EDGAR did not identify the date that a registration statement became "effective". EDGAR does not provide a total number of publicly-traded companies; nor does it allow a search for the total number of issuers listed or quoted in a particular market. Different EDGAR searches have different limits for the number of documents returned in response to the query. 

Once you have found the SEC filings for a particular company, you will need to understand what information is included in a particular form. Below we identify commonly-requested information about a company and some of the forms in which the information can be found. 

Financial Information

The SEC requires public companies to disclose meaningful financial and other information to the public, which provides a public source for all investors to use to judge for themselves if a company's securities are a good investment. You can locate financial information in the following filings for public companies other than mutual funds: 

• Form 10-Q (contains unaudited quarterly financial statements) 
• Form 10-K (contains audited annual financial statements) 
• Form 8-K (current information including preliminary earnings announcements) 
• Registration statements including Form S-1 (general registration statement under the Securities Act of 1933, used for new issuers) and Form F-6 (registration statement used by foreign issuers of American Depositary Receipts) 

For an introduction to a company's financial statements, please read our Beginner's Guide to Financial Statements. 

Individuals researching a company can find both qualitative and quantitative disclosures in SEC filings. You can find many of the SEC's disclosure requirements in Regulation SK, Regulation S-B, and Regulation S-X. For example, Item 303 of Regulation S-K and S-B address management's discussion and analysis ("MD&A") of the company's financial condition and results of operation. In addition to the "base" document", issuers may provide certain information as exhibits to SEC filings. Item 601 of Regulation S-K and Item 601 of Regulation S-B include information about exhibits to SEC filings. 

Executive Compensation

Several types of SEC filings include information about the company's executive compensation policies and practices. You can locate information about executive pay in: 

•  Schedule 14A (annual proxy statement)
• Form 10-K (audited annual report)
• Registration statements filed by the issuer
• Form 8-K (current company information)

The SEC adopted changes to the executive compensation disclosure provisions in 2006. 

Insider Transactions and Beneficial Ownership Interest 

Corporate insiders - meaning a company's officers and directors, and any beneficial owners of more than ten percent of a class of the company's equity securities registered under Section 12 of the Securities Exchange Act of 1934 - must file with the SEC a statement of ownership regarding those securities. The specific forms are: 

• Form 3 (initial statement of beneficial ownership) 
• Form 4 (statement of changes in beneficial ownership) 
• Form 5 (annual statement of changes in beneficial ownership) 

When a person or group of persons acquires beneficial ownership of more than 5% of a class of a company's equity securities registered under Section 12 of the Securities Exchange Act of 1934, they must file a Schedule 13Dwith the SEC or the shortened form filed on Schedule 13G. 

Shareholder Meetings/Proxy Solicitations 

Publicly-traded companies must comply with the SEC's proxy rules whenever they seek a shareholder vote on corporate matters. When you are researching a company, the proxy statements are useful sources of information about executive compensation and business combinations (proposed or completed). 

Issuers file proxy statements on Schedule 14A. If a company chooses not to solicit proxies from its shareholders, it files an information statement on Schedule 14C. In EDGAR, the proxy materials are denoted as the following form types rather than as Schedules 14A or 14C. In most cases, investor will be interested the definitive or final proxy statement, i.e., the "DEF 14" filing. 

• PRE 14A: preliminary proxy material 
• PRE 14C: preliminary information statement 
• PREM14A: preliminary proxy material relating to a merger or acquisition 
• DEF 14A: definitive proxy materials 
• DEF 14C: definitive information 
• DEFM14A: definitive proxy material relating to a merger or acquisition 
• DEFM14C: Definitive information statement relating to merger or acquisition 
• DEFR14A: definitive revised proxy materials 

Business Combinations 

You can find information in EDGAR concerning specific mergers and acquisitions when one or both of the companies involved are subject to the SEC disclosure rules. The SEC rules require disclosures about the proposed merger whether or not it is completed. Detailed information about a proposed merger is found in the proxy statement on Schedule 14A or the information statement on Schedule 14C. When securities are offered as a result of a merger or business combination, these securities must register with the SEC. An issuer may use, for example, a Form S-4, in a merger even when the applicable state law would not require the solicitation of the votes or consents of all of the security holders of the company being acquired or in an exchange offer for securities of the issuer or another entity. 

The filings required by Section 14(d) of the Exchange Act and Regulation 14D provide information to the public about the person making the tender offer. Parties who will own more than five percent of a class of the company's securities after making a tender offer for securities registered under the Exchange Act must file a Schedule TO with the SEC. The company that is the subject of the takeover must file with the SEC its response to the tender offer on Schedule 14D-9. Note that prior to January 24, 2000, information concerning issuer tender offers was disclosed on Form Schedule 13E-4 and third party tender offers were disclosed on Form 14D-1. 

Issuers must file documents relating to merger agreements. For example, an issuer must announce a definitive merger agreement on Form 8-K. Material information about the merger, including the agreement itself, will be included as exhibits to the Form 8-K or subsequent quarterly report filed on Form 10-Q. However, schedules to a merger agreement may not be part of the exhibit if they are not considered material to investors. 

Initial Public Offerings 

Companies making initial public offerings of securities must file registration statements with the SEC. Registrations statements under the Securities Act of 1933 for domestic issuers are on form types beginning S- and F- for foreign issuers. Offering documents, known as prospectuses are also filed with the SEC. Prospectuses are usually part of a registration statement or may be supplemental documents. EDGAR designates prospectuses as form types 424, 425, and other forms reflecting the rule under which the prospectus was filed. 

Beginning in December 2005, certain registrants can file with the SEC a "free-writing prospectus". Free-writing prospectuses are EDGAR form-types "FWP". A free-writing prospectus is any written communication other than a statutory prospectus that satisfies the regulatory requirements for prospectuses. A free writing prospectus may include written communications that constitute offers to sell securities in the form of e-mails, faxes, term sheets, recorded electronic road shows, and other written communications that are or will be the subject of a registration statement, if specified conditions are met. 

Bankruptcy 

An SEC reporting company that has filed a petition for bankruptcy must disclose this information in Item 1.03 of Form 8-K. Prior to August 23, 2004, the company disclosed this information in Item 3 of Form 8-K. The company also must disclose any confirmed liquidation or reorganization plan that has been confirmed by the Court. If a company has filed for Chapter 11 reorganization, subsequent 8-Ks may disclosure the reorganization plan and the date on which the company intends to emerge from bankruptcy. Investors should look at the reorganization plan for information about whether the common stock of the company is likely to be canceled.