Annual report for foreign private issuers
Form 20-F is the annual report that a foreign private issuer, a non-U.S. company that meets the test in Exchange Act Rule 3b-4, files with the SEC in place of a Form 10-K. The same form also serves as the registration statement when such a company first registers a class of securities under Section 12 of the Securities Exchange Act of 1934.
For investors in American depositary shares or U.S.-listed foreign companies, the 20-F is the core annual disclosure document: audited financial statements plus a narrative description of the business, its risks, and its results.
Full guide: SEC Filing Deadlines by Filer Status: The Calendar
Under the form's General Instructions, the annual report is due within four months after the end of the fiscal year it covers, a longer window than a domestic 10-K. It is organized into numbered items rather than the 10-K's Parts. Item 3.D holds the risk factors, Item 4 describes the company, Item 5 (Operating and Financial Review and Prospects) plays the role of MD&A, and Items 17 and 18 cover the financial statements. Item 16 sections cover governance topics such as the audit committee and code of ethics.
The cover page records which basis of accounting the company used: U.S. GAAP, IFRS as issued by the International Accounting Standards Board, or another framework. That choice matters. A company reporting under IFRS as issued by the IASB does not have to reconcile its results to U.S. GAAP, while one using a home-country framework must follow Item 17 or 18, which can require a reconciliation. When the financial statements follow U.S. GAAP or IFRS as issued by the IASB, the annual report must include XBRL data, so a foreign issuer's figures are machine-readable on EDGAR in the same way a domestic company's are. A 20-F filer that cannot file on time can use Form 12b-25 for an extension.
A: Both are annual reports. The 10-K is filed by domestic companies; the 20-F is filed by foreign private issuers, follows a different item structure, is due within four months of fiscal year end, and may present financial statements under IFRS rather than U.S. GAAP.
A: Any foreign private issuer other than an asset-backed issuer. Whether a company qualifies is tested under Exchange Act Rule 3b-4, based largely on how much of its voting stock U.S. residents hold and where its management, assets, and business are located.
A: Not if they use IFRS as issued by the IASB. Issuers using another home-country framework may have to provide a reconciliation under Item 17 or 18.
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