Draft Annual Report On Form 10

---
name: draft-annual-report-on-form-10
task_id: capital-markets/draft-annual-report-on-form-10
description: Form 10-K drafting task with a companion issues memo required, where the baseline drafts narrative from individual source documents without reconciling cross-document discrepancies or flagging open items for company input.
activates_for: [planner, solver, checker]
---

# Skill: Draft Annual Report on Form 10-K

## 1. Subject-matter triage
- Treat the prior-year annual report as a structural template only; refresh the narrative from the current-year source set and do not assume prior disclosures remain complete or current.
- Separate hard-source facts from draftable narrative. Audited financials, legal entity data, and filing-status items control over decks, drafts, and management summaries.
- Identify early whether the source set includes conflicting versions of the same metric, incomplete cover-page data, or disclosure topics that require company confirmation before filing.
- If only one version of a fact appears in the source set, say so affirmatively; if more than one version appears, carry all versions into the issue log before selecting draft language.

## 2. Failure modes the skill is correcting
- Drafts follow the prior-year structure but fail to update current-year facts, leaving stale business, risk, or MD&A language in place.
- Figures are lifted from a single source without checking whether another source in the packet states a different number, period, or definition.
- Open items are silently resolved in the draft instead of being flagged for company input in the companion memo.
- Required public-company filing elements are missed because the template is treated as authoritative rather than the current form requirements.
- The draft omits explanation of material year-over-year movements, events, or contingencies that belong in narrative disclosure.
- The issues memo records problems informally instead of assigning them a consistent severity, responsible follow-up, and clear recommended action.

## 3. Legal frameworks / domain conventions that apply
- Use the current Form 10-K disclosure framework under Securities Exchange Act reporting requirements and the applicable SEC form instructions as the governing filing architecture.
- Apply Regulation S-K for business, risk factors, MD&A, properties, legal proceedings, market data, directors and officers, and executive compensation-related disclosures as relevant to the issuer.
- Apply Regulation S-X and the applicable GAAP basis in the audited financial statements and notes when reconciling financial statement narrative and note disclosure.
- Use Item 303 of Regulation S-K for MD&A; explain known trends, demands, commitments, events, and uncertainties that are reasonably likely to affect liquidity, capital resources, or results.
- Use Item 101 for business description, Item 103 for legal proceedings, Item 105 for risk factors, Item 201 for market-related disclosures, Item 401 for directors and executive officers, and Item 402 where compensation discussion is implicated.
- Use current SEC cover-page and exhibit/certification requirements, including filer-status, share-count, and XBRL/Inline XBRL conventions where applicable.
- For legal propositions embedded in the draft or memo, cite the controlling rule or disclosure item by name and section rather than stating conclusions abstractly.
- Where source documents reference a specific authority, preserve that cited authority in the draft and memo unless a later source clearly supersedes it.

## 4. Analytical scaffolds
- Draft in form order, but build the content item-by-item from the current source set, not by copying the prior-year language wholesale.
- Before finalizing any fact, compare all source references to that fact across the packet and resolve whether the number, date, entity, or characterization is consistent.
- When a discrepancy appears, do not “pick a winner” in silence; draft conservatively, preserve neutrality where needed, and move the conflict into the issues memo with the competing versions and the likely controlling source.
- For MD&A, walk through each material movement and event that affects the year-over-year story, then connect the movement to the underlying operational or transactional driver.
- For liquidity and capital resources, test whether known obligations, financing events, covenant considerations, or subsequent events change the narrative from the prior-year template.
- For business and risk-factor updates, align the disclosure with the current operating profile, customer concentration, material dependencies, regulatory developments, and known forward-looking risks reflected in the source set.
- For cover-page and filing mechanics, verify company identifiers, filing category, shares outstanding, exchange listing information, and other required front-page elements against the current filing package.
- For the issues memorandum, classify each item by severity using one consistent ordinal scale defined at the top, and include the scale rationale in one line.
- For each issue entry, identify the source conflict or open item, the affected disclosure area, the consequence for the filing, and the follow-up owner.
- Group multiple conflicts or open questions by topic, but preserve one row or entry per discrete issue so that each can be tracked to closure.
- End the memo with a concrete action list that assigns next steps to the relevant internal role and ties timing to the filing process or another source-based milestone.

## 5. Vertical / structural / temporal relationships
- Preserve the annual report hierarchy: cover page, selected financial data or equivalents if included, business, risk factors, unresolved staff comments if any, properties, legal proceedings, market for the company’s securities, management discussion, controls and procedures, exhibits, and certifications as applicable.
- Treat the prior-year template as a shell for placement and style, not as the source of truth for current-year facts, naming, or omission decisions.
- When a later source supersedes an earlier one, the later source governs only if it is itself authoritative for the point at issue; otherwise identify the chain of inconsistency.
- If a disclosure depends on another section’s data, ensure the dependent section uses the same final fact set and note any unresolved dependency in the memo.
- If the filing date, fiscal year-end, or post-year-end event window matters, anchor the disclosure to that timeline and distinguish in-period facts from subsequent-event facts.

## 6. Output structure conventions
- Produce two deliverables: the Form 10-K draft and the companion issues memorandum.
- The annual report draft should read as a filing-ready narrative in conventional Form 10-K order, with updated facts and no explanatory commentary to the user.
- The issues memorandum should be a standalone advisory document with a short severity legend at the top, followed by numbered entries.
- Each memorandum entry should include: severity, issue summary, conflicting or missing source points, controlling source or drafting assumption, filing impact, and responsible follow-up.
- Include a final Recommended Actions block in the memorandum with imperative verbs, assigned roles, and timing tied to the filing deadline or another specific milestone.
- Keep the draft and memo distinct: do not bury unresolved issues inside the filing draft, and do not omit the memo merely because the draft can be completed.
- Before concluding, confirm that both named output files are intended to be produced and that the primary filing draft is complete, with the memo treated as secondary support rather than a substitute.