What is a Form 10-Q quarterly report?

A Form 10-Q gives investors an update between annual reports. It is shorter than a 10-K and focused on what changed during the quarter, but it follows the same logic: financial statements first, then management’s explanation, then other required disclosures.

When is a 10-Q due?

General Instruction A.1 of Form 10-Q sets the deadline by filer status:

Filer status	Due after quarter end
Large accelerated filer	40 days
Accelerated filer	40 days
Non-accelerated filer	45 days

Under Exchange Act Rule 0-3, a deadline that falls on a Saturday, Sunday or federal holiday moves to the next business day. Large companies usually file well before the deadline, often on the same day as, or within a few days after, their earnings release. Our due-date calendar projects each company’s next window from its own history.

If a company cannot file on time, it can submit Form 12b-25 (shown on EDGAR as NT 10-Q) no later than one business day after the due date, which gives it five more calendar days. See what an NT filing means.

What is inside a 10-Q?

Part I, Financial Information

• Item 1, Financial Statements: the balance sheet, income statement, cash flow statement and notes, unaudited but reviewed by the independent auditor.
• Item 2, Management’s Discussion and Analysis: management’s explanation of the quarter’s results, liquidity and outlook factors.
• Item 3, Quantitative and Qualitative Disclosures About Market Risk.
• Item 4, Controls and Procedures: the conclusion of the chief executive and chief financial officer on disclosure controls.

Part II, Other Information

• Item 1, Legal Proceedings, and Item 1A, Risk Factors (material changes from the 10-K).
• Item 2, Unregistered Sales of Equity Securities and Use of Proceeds, which is where many companies report share repurchases made during the quarter.
• Items 3 to 5: defaults on senior securities, mine safety and other information. Item 5 is where companies disclose when a director or officer adopted or terminated a Rule 10b5-1 trading plan during the quarter.
• Item 6, Exhibits, including the Sarbanes-Oxley certifications.

How should you read one?

Compare the quarter to the same quarter a year earlier, not just the previous quarter, because many businesses are seasonal. Read Item 2 next to the income statement: when revenue or margins move, MD&A is supposed to explain why. The notes often reveal new debt, litigation updates or segment changes that the earnings release mentioned only briefly.

Part II Item 1A is worth a quick scan. Companies are only required to report material changes to the risk factors in their 10-K, so a long new risk factor in a 10-Q is a signal that something has changed.

10-Q versus the earnings release

Most large companies publish an earnings press release first, furnished on a Form 8-K under Item 2.02, and file the 10-Q afterwards. The press release often includes non-GAAP measures and management’s chosen highlights. The 10-Q contains the complete GAAP financial statements and notes. When the two differ in emphasis, the 10-Q is the official record.