SEC 10-K — MD&A and Financial Statement Notes Drafter

SEC 10-K Financial Reporting MD&A United States

Overview

Draft and validate the Management Discussion & Analysis (MD&A) section and key financial statement footnotes of the SEC Form 10-K annual report. Ensures compliance with Regulation S-K Items 303–305, SEC interpretive guidance, and PCAOB expectations for critical accounting estimates and risk factors.

Example Conversation

You: We need to draft the MD&A for our 10-K. We have prior-year numbers and want results of operations, liquidity, and critical accounting estimates with sensitivity. Can you structure it and then validate it?

Agent: I’ll draft the MD&A sections: results of operations with year-over-year variance, liquidity and capital resources, and critical accounting estimates with methodology and sensitivity. I’ll include forward-looking statement safe harbor language and footnote references to ASC topics, then run mda_completeness_checker.

Agent: Created md-and-a-draft.md. Running mda_completeness_checker…

Agent: Check PASS — the document covers Reg S-K Item 303 topics (results, liquidity, critical estimates), has quantified variance explanations, safe harbor language, and footnote references. You can now fold this into your full 10-K filing.

What the Tools Validate

mda_completeness_checker checks the MD&A and footnotes document for:

Reg S-K Item 303 topics — Results of operations, liquidity and capital resources, critical accounting estimates, off-balance-sheet arrangements, contractual obligations.
Year-over-year comparisons — Quantified variance explanations (e.g. revenue up 12% due to…).
Critical accounting estimates — Methodology, sensitivity, and significant uncertainty disclosed.
Forward-looking safe harbor — PSLRA or equivalent safe harbor language for forward-looking statements.
Footnote references — References to ASC topics or key areas (revenue recognition, leases, income taxes, contingencies, segments).

Output: PASS if all are present; otherwise FAIL with a short line per missing element. Run on the draft before finalizing; fix gaps and re-run until the check passes.

Output Excerpt

Excerpt from a generated MD&A draft and sample checker report.

MD&A (excerpt):

## Results of Operations

Revenue for the year ended December 31, 20XX was $X.X billion, an increase of 12% compared to $X.X billion in the prior year. The increase was primarily driven by [quantified drivers]. Cost of revenue increased 8% year-over-year...

## Liquidity and Capital Resources

We had $X.X billion in cash and equivalents. Cash flow from operations was $X.X million. We have no off-balance-sheet arrangements that are material...

## Critical Accounting Estimates

Our critical accounting estimates include [topic]. We apply [methodology]. A 10% change in [assumption] would result in approximately $X change in [metric]. Actual results may differ (see Forward-Looking Statements).

mda_completeness_checker report (excerpt):

=== MDA COMPLETENESS CHECK (Reg S-K 303) ===
Result: PASS

Document: md-and-a-draft.md
Results of operations with year-over-year / quantified variance present.
Liquidity and capital resources (cash flow, debt, off-BS) addressed.
Critical accounting estimates with sensitivity/methodology present.
Forward-looking statement safe harbor language present.
Footnote references to ASC or key topics (revenue, leases, tax, etc.) present.
MD&A and footnotes meet Reg S-K 303 completeness expectations.

Getting Started

Add your source materials to the project workspace (prior-year 10-K, financials, risk factors), then activate the SEC 10-K — MD&A and Financial Statement Notes Drafter skill. The agent will guide you through drafting and validating with mda_completeness_checker.