Form 10-K: The Three-Billion-Dollar Bane?

04.04.2011

The desire for such better communications notwithstanding, Gary Kabureck, Xerox vice president and chief accounting officer, questions whether there is "too much detail" in annual reports. Using the forest-for-the-trees analogy, Kabureck notes that the audited financial section of his company's 10-K "has grown from 31 pages in 1999, and is now 67 pages -- and that's using a similar font and type size."

Kabureck, who is one of the vice chairs of FEI committee on corporate reporting, said that a committee member working at a "high-tech" company quipped that a reader of his 10-K would have to get "halfway through the disclosures to realize what we sell."

Can We "Start from Scratch"?

The 10-K is an "overly legal document," says David McGirr, CFO of Lexington, Mass.-based Cubist Pharmaceuticals. "Roughly 65% of the pages are really the legal stuff," while the remaining 35% contains the truly relevant financial information. "The 10-K should be an important document that should be helpful" to investors, rather than one filled with information about "everything that could possibly happen," he argues. "We're a small, profitable pharmaceutical company, which has a Dec. 31 year end." His 10-K, coming out at the end of February, only gives his finance staff "about two weeks' break" before it has to work on Cubist's 10-Q.

McGirr would like to see the SEC and the financial community "start from scratch" on a 10-K redesign -- a process that might aim for a reduction in the report's sheer size, while avoiding just "adding and adding and adding" to it. In some instances, the current need to make each section of the document a self-contained entity forces a preparer to insert "exactly the same paragraph" multiple times, he says. "If the information is already there, reproducing it 20 pages later doesn't add much" -- at least in terms of investor value.