Young Wise and WealthyYoung Wise and Wealthy

Accounting07

Reading a 10-K

12 min read

Read firstThe three statements. Valuation without accounting is memorization.

A is not written to be read straight through and nobody does. It is a reference document with a fixed structure, and knowing the structure turns a 120-page filing into about twenty minutes of useful work. The tour below uses Target Corporation's filing for Fiscal 2025, filed 2026-03-11.

Accession 0000027419-26-000016. Every filing is free on EDGAR at sec.gov, with no account and no paywall, which is worth knowing before anyone sells you a data terminal.

The cover page, which is a data source

Most people skip it. It carries the fiscal year end, the exchange and ticker, whether the company is a large accelerated filer, and the share count outstanding at a recent date. That last one is the number for , and it is not the same as the weighted average diluted count in the note.

Target Corporation had 452.8M shares outstanding at the date, against a weighted average diluted count of 455.6M for the year. Different numbers, different purposes, and a valuation that mixes them up is off by whatever the buyback did.

Item 1A, risk factors, read backwards

Most risk factors are boilerplate that lawyers add and never remove. The useful technique is comparison: pull last year's filing and diff the section. A risk factor that is new, or that moved higher in the order, is telling you something management decided it had to disclose this year. A risk factor that disappeared is telling you something too.

Item 7, MD&A, for the framing

is where the company explains its own year. Read it for choices rather than facts: which metric they lead with, which comparison they pick, and which line item gets three paragraphs because it moved the wrong way.

Companies also define their own metrics here. Comparable sales, active customers, and similar figures are not standardized, so the definition matters and it occasionally changes. A definition change buried in MD&A can make a declining metric look flat.

Item 8, the statements, and then the notes

The three statements take four pages. The notes take forty, and the notes are where the business is. In rough order of usefulness:

  • Segments. Revenue and profit by business or geography, based on how management runs the company. Often the only place a mix shift is visible.
  • Debt. The maturity table, the interest rates, and the covenants. A company with a wall of maturities in eighteen months has a different risk profile from one with the same total debt spread over a decade.
  • Leases. For a retailer this is close to a second . Target Corporation carried $3,462M of noncurrent liabilities, and whether that counts as debt in an calculation is a real disagreement rather than a settled convention.
  • Income taxes. The reconciliation from the statutory rate to the effective rate explains why the company paid 22.3% rather than 21%, and the deferred tax table shows the timing differences.
  • per share. The bridge from basic to diluted, which is where the option and restricted stock actually appears.
  • Commitments and contingencies. Purchase obligations and litigation. Small most years, and occasionally the most important page in the document.

Getting the data without reading the document

The SEC publishes every tagged figure from every filing as free JSON, with no key required. The company facts endpoint returns every XBRL fact a company has ever filed, and the company concept endpoint returns one tag across every period. The running example's figures on this site were pulled that way and cached, then checked against the filing.

Two rules if you use it: send a descriptive User-Agent header with a contact address, which the SEC requires, and stay under about ten requests a second. Fetch at build time and cache. A page that hits EDGAR on every view is both rude and fragile.

Test yourself

01Where do you find the share count you would use to compute market capitalization?

The cover page, which states shares outstanding at a recent date, usually a few weeks before filing. That is the count for market cap because it is the most current. The weighted average diluted count in the earnings per share note is a different number for a different job: it averages across the year and includes dilutive securities, which is what you want for EPS. Using the weighted average to compute market cap is a common and quiet error.

02A company reports one segment. What does that tell you?

That management reviews the business as one unit, or that it prefers you not see the split. Segment reporting follows the management approach, so the disclosure matches how the chief operating decision maker actually looks at performance. Sometimes that is genuine. Sometimes a company with visibly different businesses reports one segment and the disaggregated revenue note is the only place the mix appears.

03Which sections would you read first if you had twenty minutes?

Risk factors changed since last year, the MD&A results discussion, the three statements, the segment note, and the debt maturity table. That gives you what management is worried about, what moved and why, the numbers, where the money is made, and when the bills come due. Everything else can wait for a second pass.

Every figure in this lesson that names a company comes from Target Corporation's Form 10-K for Fiscal 2025, the year ended 2026-01-31, filed 2026-03-11. Educational material, not investment advice.