Compare Form 10

---
name: compare-form-10
task_id: capital-markets/compare-form-10
description: Year-over-year annual report comparison memo where the baseline identifies numerical changes but misses disclosure triggers and related compliance analysis that the partner's instructions require.
activates_for: [planner, solver, checker]
---

# Skill: Year-over-Year Annual Report Comparison Memo

## 2. Failure modes the skill is correcting

- A pure change log is not enough; the memo must tie each material delta to the disclosure, accounting, or financing question it may raise.
- A pass that compares numbers without comparing the accompanying narrative misses the common gap where the filing reflects a change in the statements but not in MD&A, risk factors, or notes.
- A pass that ignores the financing package misses covenant stress, headroom, and any disclosure or waiver implications.
- A pass that treats all changes as equally important produces noise; the memo should separate true reportable issues from context-only differences.
- A pass that stops at identification without stating consequence and action leaves the partner without a usable work product.

## 3. Legal frameworks / domain conventions that apply

- MD&A consistency: compare material year-over-year changes in operations, liquidity, and capital resources against the narrative explanation in MD&A.
- U.S. GAAP/IFRS note consistency: test whether changes in the financial statements are mirrored in the related note disclosure, policy discussion, and comparative tables.
- Subsequent events: identify events after period-end through filing date that could require disclosure, classification, or cross-reference.
- Revenue recognition and accounting policy changes: if the filings show a policy or estimate change, confirm it is described, reasoned, and, where appropriate, quantified.
- Internal control and auditor reporting: if the control environment, material weakness status, or auditor reporting changes, verify that the annual report addresses the change clearly.
- Financing covenant analysis: use the governing credit documents and the financial statements together to assess covenant compliance, headroom, waiver needs, and any disclosure consequences.
- Cross-period disclosure continuity: where the prior year disclosed a risk, incident, contingency, or restriction, confirm whether the current filing carries it forward, updates it, or explains its removal.

## 4. Analytical scaffolds

- Start by enumerating the comparison universe: the two annual reports, the review checklist, and the financing summary; then identify each major filing section to be read in parallel.
- Compare the filings section by section, not just line item by line item: business, risk factors, MD&A, financial statements, notes, control disclosures, and exhibits.
- For each material change, ask four questions in sequence: what changed, where is it discussed, what governing rule or convention governs the disclosure, and what is the practical consequence if the disclosure is thin or absent.
- Treat the numbers as the trigger, not the conclusion: use the financial change to locate the narrative, then test whether the narrative is complete and internally consistent.
- Where the financing summary supplies maintenance terms, identify the relevant metric, compare it to the reported financials, and assess whether the filing should discuss compliance, stress, or waiver risk.
- If the filings present a policy shift, estimate, or reclassification, compare the old and new treatment and note whether the reason for the shift is explained.
- If a risk factor or contingency appears in one period but not the other, determine whether the omission is intentional, cured by another section, or a drafting gap.
- When more than one period, entity, note, or covenant is in play, analyze each separately before synthesizing; do not collapse distinct items into one general comment.
- Every issue should end with: the scale of the change, the interacting source document or section, the consequence to the client, and a concrete fix.
- Assign an ordinal severity to each finding and keep the scale consistent across the memo.

## 5. Vertical / structural / temporal relationships

- Read the annual reports vertically: consolidated statements, related notes, MD&A, risk factors, controls, and exhibits should be checked for internal alignment.
- Read them temporally: prior-year disclosure, current-year disclosure, and any post-period developments should be tested for continuity and update obligations.
- Read them laterally against the financing documents: any covenant, restriction, or reporting trigger in the credit package can change what must be disclosed in the annual report.
- Read them transactionally: a covenant cushion, control weakness, restructuring, impairment, or major business event may affect disclosure, compliance posture, and drafting priority at the same time.

## 6. Output structure conventions

- Write a year-over-year comparison memo with a short opening summary, followed by a numbered issue list organized by topic.
- Define a simple severity scale once near the top and apply it uniformly in every issue entry.
- For each issue entry, include:
  - the year-over-year change or omission,
  - the related filing section(s) or financing term,
  - the governing disclosure or accounting convention,
  - the practical consequence,
  - the severity,
  - the recommended fix.
- Include a concise comparison table only if it helps orient the reader to the principal deltas.
- End with a Recommended Actions section that gives imperative next steps, identifies the responsible role from the source materials, and ties timing to the filing or closing milestone.
- Use conventional memo formatting; do not mirror any hidden checklist language or internal rubric headings.