How to read a 10-K

A Form 10-K opens with a cover page that gives the end of the fiscal year it reports on. Check that date first, because a fiscal year need not end in December. The cover also shows the filer's status, such as large accelerated filer, which decides its deadline.

A 10-K is due 60 days after year end for large accelerated filers, 75 for accelerated filers and 90 for others.^[1] The SEC's EDGAR filing search lists each company's 10-K filings with their filing dates.

Part I of a Form 10-K starts with Item 1, Business, which describes the main products, services and markets.^[2] Item 1A, Risk Factors, sets out the most significant risks to the company or its securities.^[2] Items 1C, 2 and 3 cover cybersecurity, properties and legal proceedings.^[1]

Risk factors are written by the company; they focus on the risks themselves, not how the company addresses them.^[2] Comparing the list with the prior year's 10-K shows which risks were added or removed. Material changes to the list appear in the later 10-Q filings, covered in how to read a 10-Q.

Item 7 of a Form 10-K holds management's discussion and analysis, known as MD&A.^[1] In it, management presents the year's results, liquidity, capital resources, trends and known uncertainties, and compares them with earlier years.^[2] It also sets out the critical accounting estimates: the judgements that can change the reported figures significantly.^[2]

The liquidity section is the written companion to the cash flow statement: it discusses the company's sources and uses of cash. MD&A can also include company-defined measures that are not US GAAP figures.

Item 8 of a Form 10-K covers the financial statements, audited by an independent accountant.^[2] The auditor's report states whether they are presented fairly under US GAAP; an opinion with no qualification is called an unqualified opinion.^[2] The set includes the income statement, balance sheet, cash flow statement and statement of changes in equity, and the notes.

The income and cash flow statements cover 3 years (2 at smaller reporting companies); the balance sheet covers 2 year ends.^[3] A later 10-K can print an earlier year differently, after a restatement or a change in presentation. Where a later filing restates an earlier figure, our tables mark it with the R marker (restated). The full rule is in our methodology for restated figures.

The notes to the financial statements in a Form 10-K explain how the totals were built. They set out the accounting policies and break down figures such as revenue by segment, debt by maturity, leases and income taxes. Acquisitions, disposals and legal matters that moved a total are usually described there too.

Item 15 lists the exhibits, such as material contracts and the list of subsidiaries.^[2] Exhibits 31 and 32 usually contain the certifications by the chief executive and chief financial officers that the Sarbanes-Oxley Act requires.^[2]

The table takes three lines from PepsiCo's cash flow statement for FY2025, the year ended 27 Dec 2025, in its Form 10-K. PepsiCo prints the totals of operating, investing and financing activities as net cash provided by operating activities, net cash used for investing activities and net cash used for financing activities. The FY2024 column comes from its Form 10-K for that year. PepsiCo's 10-K does not print the statements under the financial statements item. That item points to the exhibits item, which lists the statements and refers to the index in the management's discussion item.

Cash from operations is the cash the business produced, and our free cash flow is that figure minus capital expenditure. Investing covers capital expenditure, acquisitions and disposals, and financing covers borrowing, repayments, dividends and share buybacks. A minus sign in the table means more cash left the business in that section than came in.