Enhanced Form 10-K Annual Report Drafting Workflow

Executive Overview and Strategic Approach

You are tasked with drafting a comprehensive Form 10-K Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. This critical disclosure document serves as the cornerstone of public company transparency, providing investors, analysts, regulators, and other stakeholders with a complete picture of the company's business operations, financial condition, and risk profile for the fiscal year. The Form 10-K must comply with all requirements of SEC Regulation S-K and include audited financial statements prepared in accordance with Generally Accepted Accounting Principles (GAAP).

Before beginning the drafting process, conduct a comprehensive review of all available company documents, including prior year Form 10-K filings, quarterly reports on Form 10-Q, current reports on Form 8-K, board meeting minutes, financial statements, audit reports, management presentations, strategic planning documents, and any correspondence with the SEC. Search through these materials systematically to extract specific facts, figures, dates, names, and narrative content that will form the foundation of the current year's filing. Pay particular attention to identifying changes from the prior year that require updated disclosure, new risk factors that have emerged, material events that occurred during the fiscal year, and any unresolved SEC staff comments from previous filings.

The Form 10-K must be written in clear, plain English that enables readers to understand the company's business and financial condition without requiring specialized knowledge. Avoid boilerplate language, generic statements, and unnecessary jargon. Every assertion should be supported by specific facts and data drawn from company records. When describing trends, quantify them with percentages and dollar amounts. When discussing risks, explain not just the theoretical possibility but the actual likelihood and potential magnitude based on the company's specific circumstances. The document should tell a coherent story that connects the business description, risk factors, financial results, and management's analysis into a unified narrative.

PART I: Business Operations and Risk Disclosure

Cover Page and Document Identification

Begin by drafting the formal cover page with the document title "Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934" prominently displayed. Search company formation documents and prior SEC filings to verify the exact legal name of the registrant as it appears in the company's charter. Include the fiscal year end date for the period covered by this report. Locate and accurately transcribe the Commission File Number assigned by the SEC, the state or other jurisdiction of incorporation or organization, and the IRS Employer Identification Number. Provide the complete address of the company's principal executive offices, including street address, city, state, and ZIP code. Verify the company's telephone number including area code. Indicate whether the registrant is a large accelerated filer, accelerated filer, non-accelerated filer, smaller reporting company, or emerging growth company by reviewing the company's public float calculation and revenue figures. Include the checkbox disclosure regarding whether the registrant is a shell company. State the aggregate market value of voting and non-voting common equity held by non-affiliates as of the last business day of the most recently completed second fiscal quarter, calculated using the closing price on the principal exchange on which the stock trades.

Item 1: Comprehensive Business Description

Draft a detailed narrative that provides readers with a thorough understanding of the company's business operations, competitive position, and strategic direction. Begin with the company's history, searching corporate records to identify the exact date and circumstances of formation, the state of incorporation, any name changes, and significant corporate restructurings or reorganizations. Describe the evolution of the business from inception to the present, highlighting major milestones, strategic pivots, and transformative transactions.

Provide a comprehensive description of the company's principal products and services, organizing the discussion by business segment if the company operates multiple distinct lines of business. For each product or service category, explain what the product does, who purchases it, why customers choose it, how it is delivered or distributed, and what portion of total revenue it represents. Search sales data and customer records to identify the specific markets served, including geographic markets and customer segments. Quantify market size and the company's market share where such information is available. Describe the sales and distribution channels used, whether direct sales, distributors, resellers, online platforms, or retail locations.

Analyze the competitive landscape by identifying the company's principal competitors by name and describing their relative market positions, strengths, and weaknesses. Explain the basis on which the company competes, whether on price, quality, innovation, customer service, brand recognition, or other factors. Describe the company's competitive advantages, such as proprietary technology, patents, exclusive relationships, economies of scale, or network effects, providing specific examples and quantifying the impact where possible. Candidly acknowledge competitive disadvantages or challenges, such as larger competitors with greater resources, emerging technologies that could disrupt the business model, or regulatory barriers that favor incumbents.

Discuss the company's business strategy and plans for growth. Search strategic planning documents and board presentations to identify management's stated objectives for revenue growth, market expansion, new product development, operational efficiency improvements, or strategic acquisitions. Explain how the company intends to achieve these objectives and what resources will be required. If the company has announced specific initiatives, such as entering new geographic markets, launching new product lines, or investing in research and development, provide details about timing, expected costs, and anticipated benefits.

Address the sources and availability of raw materials and other inputs critical to the business. Identify any materials that are difficult to obtain, subject to price volatility, or available only from a limited number of suppliers. Describe the company's supply chain strategy, including whether the company maintains strategic inventory, has long-term supply contracts, or has qualified alternative suppliers. If the company depends on a single supplier or a small number of suppliers for critical inputs, disclose this dependency and explain the potential impact if the supply were interrupted.

Describe the company's intellectual property portfolio, including patents, trademarks, copyrights, trade secrets, and proprietary technology. Search patent records and trademark registrations to provide specific details about the number of patents held, the jurisdictions in which they are registered, their expiration dates, and the products or processes they protect. Explain the importance of intellectual property to the company's competitive position and describe the company's strategy for protecting and enforcing its intellectual property rights. Disclose any material intellectual property litigation or challenges to the company's rights.

Discuss seasonal aspects of the business if revenue, earnings, or cash flow vary significantly by quarter due to seasonal patterns. Provide historical data showing the typical quarterly distribution of revenue and explain the factors driving the seasonality, such as weather patterns, holiday shopping seasons, agricultural cycles, or customer budget cycles.

Identify any customers that represent ten percent or more of consolidated revenue, providing the percentage of revenue attributable to each such customer. Explain the nature of the relationship with these major customers, the duration of the relationship, whether there are written contracts and their terms, and the risk that the relationship could be terminated or reduced.

Describe the regulatory environment in which the company operates, identifying the principal federal, state, local, and foreign laws and regulations that affect the business. Explain the requirements imposed by these regulations, the costs of compliance, and any pending or proposed regulatory changes that could materially affect operations. If the company is subject to environmental regulations, describe the nature of the requirements and the costs of compliance, including any capital expenditures required for environmental control facilities.

State the number of employees as of the end of the fiscal year, broken down by full-time and part-time if significant numbers of part-time employees are used. Describe the general nature of the workforce, such as the number of employees in manufacturing, sales, research and development, and administration. Disclose whether any employees are represented by labor unions, the percentage of the workforce that is unionized, the expiration dates of collective bargaining agreements, and the company's assessment of labor relations.

Item 1A: Risk Factor Analysis and Disclosure

Draft a comprehensive and candid discussion of the material risks that could adversely affect the company's business, financial condition, results of operations, cash flows, or stock price. This section must go beyond generic boilerplate to address the specific risks facing this particular company based on its industry, business model, financial condition, competitive position, and operating environment. Search through board meeting minutes, audit committee reports, enterprise risk management assessments, and management discussions to identify the risks that company leadership actually considers most significant.

Organize the risk factors into logical categories that help readers understand the nature and source of different types of risks. Typical categories include risks related to the company's business and industry, risks related to financial condition and capital requirements, risks related to legal and regulatory compliance, risks related to intellectual property and technology, risks related to international operations, and risks related to ownership of the company's securities. Within each category, present the most significant risks first.

For each risk factor, provide a clear and specific description that enables investors to understand both the nature of the risk and its potential magnitude. Begin with a concise heading that captures the essence of the risk. Then explain the circumstances that give rise to the risk, why the company is exposed to this particular risk, what events or conditions could trigger the risk, and what the consequences would be if the risk materialized. Quantify the potential impact where possible, such as by stating that a particular risk could reduce revenue by a specified percentage, increase costs by a specified amount, or result in liability up to a specified limit.

Address risks related to economic conditions and market factors, such as the impact of recession, inflation, interest rate changes, currency fluctuations, or commodity price volatility on the company's business. Explain the specific transmission mechanisms through which these macroeconomic factors affect the company, such as reduced customer demand, increased input costs, or difficulty accessing capital markets.

Discuss competitive risks, including the risk that competitors could introduce superior products, reduce prices, increase marketing spending, or consolidate to achieve greater scale. Identify specific competitive threats that have emerged or intensified during the fiscal year. Explain how increased competition could affect the company's market share, pricing power, and profitability.

Describe technology risks, including the risk that the company's products or services could become obsolete due to technological change, that the company could fail to keep pace with rapid innovation in its industry, or that the company could experience failures or disruptions in its information technology systems. Address cybersecurity risks specifically, explaining the types of cyber threats the company faces, the potential consequences of a successful cyberattack such as theft of customer data or intellectual property, business interruption, or reputational damage, and the limitations of the company's cybersecurity measures.

Discuss risks related to key personnel, particularly if the company depends heavily on the continued service of its chief executive officer, other senior executives, or key technical employees. Explain what would happen if these individuals were to leave the company and how difficult it would be to replace them. Address succession planning and whether the company has employment agreements or non-compete agreements with key personnel.

Address supply chain risks, including the risk of disruption due to natural disasters, geopolitical events, supplier financial distress, or other factors. Explain the potential impact of supply chain disruptions on the company's ability to manufacture products, fulfill customer orders, or maintain service levels. Discuss whether the company has business continuity plans or alternative sourcing arrangements.

Describe litigation risks, including the risk of adverse outcomes in pending litigation, the risk of future litigation based on the nature of the company's business, and the potential magnitude of damages or other relief that could be awarded. Address regulatory enforcement risks, including the risk of investigations, enforcement actions, fines, or other sanctions by regulatory authorities.

Discuss intellectual property risks, including the risk that the company's patents could be challenged or invalidated, that the company could infringe the intellectual property rights of others, or that the company could be unable to prevent others from infringing its intellectual property rights. Explain the potential impact on the company's competitive position and financial results.

Address risks related to the company's capital structure and financial condition, such as the risk that the company could be unable to generate sufficient cash flow to service its debt obligations, that the company could violate debt covenants, that the company could be unable to obtain additional financing when needed, or that the company could be required to raise capital on unfavorable terms. Provide specific information about debt maturities, covenant requirements, and the company's current compliance status.

Discuss risks related to the market for the company's securities, including the risk of stock price volatility, limited trading volume, or delisting from a securities exchange. Explain the factors that could cause the stock price to fluctuate and the potential consequences for investors.

Review the risk factors disclosed in the prior year's Form 10-K and update them to reflect changes in the company's circumstances, new risks that have emerged, risks that have increased or decreased in significance, and risks that are no longer material. Ensure that the risk factor disclosure is current as of the end of the fiscal year and reflects events that occurred during the year.

Item 1B: Unresolved Staff Comments

Search correspondence files and SEC comment letter databases to identify any written comments from the SEC staff regarding the company's periodic or current reports that were issued 180 days or more before the end of the fiscal year covered by this report and that remain unresolved as of the filing date. If unresolved staff comments exist, provide a clear description of the substance of each comment, the specific disclosure or accounting issue to which it relates, and the company's position or response. Explain why the matter remains unresolved and what steps are being taken to resolve it. If there are no unresolved staff comments, include a brief affirmative statement to that effect, such as "As of [fiscal year end date], there were no unresolved written comments from the SEC staff regarding our periodic or current reports that were issued 180 days or more before the end of the fiscal year."

Item 2: Properties and Facilities

Provide a comprehensive description of the company's material physical properties, including manufacturing facilities, warehouses, distribution centers, office buildings, retail locations, and other real estate. Search property records, lease agreements, and facilities management documents to compile accurate information about each significant property. For each material property, identify the location by city and state or country, describe the general character and use of the property such as manufacturing plant, research and development facility, corporate headquarters, or regional sales office, state the approximate size in square feet or acres, and indicate whether the property is owned or leased.

For leased properties, provide information about the lease terms, including the expiration date, renewal options, and any material provisions such as rent escalation clauses or purchase options. Identify the lessor if it is a related party. For owned properties, disclose any mortgages, liens, or other encumbrances, including the principal amount of debt secured by the property and the maturity date.

Discuss the productive capacity and utilization of manufacturing facilities, explaining whether the company is operating at full capacity, has excess capacity, or is capacity-constrained. If the company has recently expanded capacity or plans to do so, describe the expansion projects, their cost, timing, and expected impact on production capability. Address the suitability and adequacy of the company's properties for current and anticipated future operations, explaining whether the facilities are modern and efficient or aging and in need of upgrade, whether they are appropriately located relative to customers and suppliers, and whether they provide room for growth.

If the company owns or leases a large number of properties, consider presenting the information in a format that groups properties by function, such as manufacturing facilities, distribution centers, and office locations, or by geographic region. Provide summary statistics such as total square footage by category and the percentage of space that is owned versus leased.

Item 3: Legal Proceedings

Provide a description of any material pending legal proceedings to which the company or its subsidiaries is a party or to which any of their property is subject, other than ordinary routine litigation incidental to the business. Search litigation files, legal department records, and outside counsel reports to identify all pending matters and assess their materiality. For each material proceeding, provide the following information: the name of the court or agency in which the proceeding is pending, the date the proceeding was instituted, the principal parties to the proceeding, a description of the factual basis alleged to underlie the proceeding including the key claims or charges, the relief sought such as monetary damages, injunctive relief, or other remedies, and the company's position regarding the merits of the case.

Discuss the potential financial impact of the proceeding, including the amount of damages claimed by the plaintiff, the company's estimate of potential loss if one can be made, and whether the company has insurance coverage that would offset any liability. If the company is unable to estimate the potential loss or range of loss, explain why. Address the current status of the proceeding, such as whether it is in the discovery phase, whether any motions are pending, whether a trial date has been set, or whether settlement discussions are ongoing.

Include environmental proceedings if they meet the disclosure threshold, specifically if the proceeding involves potential monetary sanctions that the company reasonably believes could exceed the lesser of $1 million or one percent of current assets. For environmental proceedings, describe the nature of the alleged violation, the regulatory authority bringing the action, the potential penalties, and the company's remediation plans and estimated costs.

Disclose any proceedings that were terminated during the fourth quarter of the fiscal year if they were material, explaining the terms of the resolution, any amounts paid or received, and the impact on the company's financial statements. If there are no material legal proceedings to report, include an affirmative statement such as "The company is not a party to any material pending legal proceedings, other than ordinary routine litigation incidental to its business."

Item 4: Mine Safety Disclosures

If the company operates any mines subject to regulation under the Federal Mine Safety and Health Act of 1977, provide the information required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K. Search mine safety records to compile data on mine safety violations, orders, citations, legal actions, and mining-related fatalities for each mine. Present this information in the tabular format specified by the SEC rules. If the company does not operate any mines subject to the Act, include a brief statement such as "Not applicable. The company does not operate any mines subject to regulation under the Federal Mine Safety and Health Act of 1977."

PART II: Financial Performance and Management Analysis

Item 5: Market for Common Equity and Related Stockholder Matters

Identify the principal market or markets on which the company's common stock is traded, including the name of the exchange such as the New York Stock Exchange or Nasdaq Global Select Market, and the ticker symbol. Search trading data to compile the high and low sales prices for the company's common stock for each quarter within the two most recent fiscal years. Present this information in a tabular format that clearly shows the quarterly price ranges and enables readers to identify trends in the stock price.

State the approximate number of holders of record of the company's common stock as of a recent date, typically as of a date within 30 days before the filing date. Explain that this number does not include beneficial owners whose shares are held in street name by brokers and other nominees, and provide an estimate of the total number of beneficial owners if such information is available.

Provide a comprehensive discussion of the company's dividend policy. Search board meeting minutes and dividend declarations to identify all cash dividends declared during the past two fiscal years, including the amount per share and the payment date for each dividend. Present this information in a tabular format organized by quarter. Explain the company's policy regarding the frequency and amount of dividends, such as whether the company pays regular quarterly dividends, whether it has a target payout ratio, and what factors the board considers in determining dividend amounts.

Disclose any restrictions on the company's present or future ability to pay dividends, such as covenants in loan agreements that limit dividend payments, regulatory restrictions, or the need to retain earnings to fund growth. If the company has not paid dividends historically, explain the reasons, such as the need to conserve cash for operations or growth investments, and discuss whether the board anticipates initiating dividend payments in the foreseeable future.

If the company or any affiliated purchaser purchased shares of the company's common stock during the fourth quarter of the fiscal year, provide the information required by Item 703 of Regulation S-K. Present this information in a monthly tabular format showing for each month in the quarter the total number of shares purchased, the average price paid per share, the total number of shares purchased as part of publicly announced repurchase plans or programs, and the maximum number or approximate dollar value of shares that may yet be purchased under the plans or programs. Provide footnote disclosure explaining the terms of any repurchase programs, including when they were announced, the total amount authorized, and the expiration date if any.

Item 6: Selected Financial Data

Compile selected financial data for the company for each of the last five fiscal years and for any additional fiscal years necessary to keep the information from being misleading. Search audited financial statements and accounting records to extract the required data points. Present the data in a comparative columnar format with each fiscal year in a separate column, enabling readers to identify trends over the five-year period.

At a minimum, include the following line items: net sales or operating revenues, income or loss from continuing operations (both in total and on a per-share basis, showing both basic and diluted earnings per share), total assets, long-term obligations including capital lease obligations but excluding current maturities, redeemable preferred stock, and cash dividends declared per common share. Consider including additional items that are relevant to understanding the company's financial performance and condition, such as gross profit, operating income, net income, total stockholders' equity, working capital, capital expenditures, depreciation and amortization, or key operating metrics specific to the company's industry.

Provide footnotes to explain any items necessary to understand the data and to keep it from being misleading. For example, if the company completed a significant acquisition during the five-year period, include a footnote explaining that results for years after the acquisition are not comparable to prior years. If the company changed accounting principles, restated prior period results, or had discontinued operations, provide footnotes explaining these matters and their impact on the comparability of the data. If there were unusual or non-recurring items that materially affected results in any year, such as restructuring charges, asset impairments, or gains on asset sales, identify them in footnotes and quantify their impact.

Item 7: Management's Discussion and Analysis of Financial Condition and Results of Operations

Draft a comprehensive Management's Discussion and Analysis (MD&A) that provides management's perspective on the company's financial performance, condition, and future prospects. The MD&A should enable readers to see the company through the eyes of management, understanding not just what the financial results were but why they occurred and what they mean for the future. Search through management presentations, board materials, earnings call transcripts, and internal financial analyses to identify the key themes, trends, and insights that management considers most important.

Begin the MD&A with an executive overview that provides context and highlights the most significant information. Summarize the company's overall financial performance for the year, identifying whether revenue and earnings increased or decreased and the primary factors driving the results. Highlight major accomplishments, challenges, or events that affected the business during the year. Provide key financial metrics such as revenue growth rate, operating margin, earnings per share, and return on equity. This overview should be concise, typically one to two pages, and should orient readers before they delve into the detailed analysis that follows.

Provide a detailed analysis of results of operations, comparing the most recent fiscal year to the prior fiscal year, and comparing the prior fiscal year to the year before that. Organize the discussion by line item in the income statement, addressing revenue, cost of goods sold or cost of revenue, gross profit, operating expenses broken down by category such as selling and marketing, research and development, and general and administrative, operating income, interest expense, other income and expense, income tax expense, and net income.

For each line item, explain the reasons for material changes from the prior period. Quantify the impact of different factors that contributed to the change. For example, if revenue increased by 15%, explain how much of the increase was due to volume growth, how much was due to price increases, how much was due to acquisitions, and how much was due to foreign currency translation. If operating expenses increased, explain whether the increase was due to headcount growth, higher compensation, increased marketing spending, or other factors. Provide specific dollar amounts and percentages to support the analysis.

Discuss known trends, events, and uncertainties that have affected or are reasonably likely to affect the company's operations. Explain how management expects these factors to impact future results. For example, if the company is experiencing pricing pressure due to increased competition, discuss how this trend has affected margins in the past year and whether management expects the pressure to continue, intensify, or abate. If the company is investing heavily in research and development for new products, explain when these products are expected to launch and begin contributing to revenue.

Analyze the company's liquidity by discussing cash flows from operating, investing, and financing activities. Search the statement of cash flows and supporting schedules to identify the major sources and uses of cash during the year. Explain why operating cash flow increased or decreased compared to the prior year, addressing factors such as changes in net income, non-cash charges like depreciation and amortization, and changes in working capital components like accounts receivable, inventory, and accounts payable. Describe significant investing activities such as capital expenditures, acquisitions, or asset sales, explaining the business purpose and expected benefits. Discuss financing activities such as debt issuances or repayments, stock repurchases, or dividend payments.

Assess the company's liquidity position as of the end of the fiscal year. Discuss the amount of cash and cash equivalents on hand, available borrowing capacity under credit facilities, and the company's ability to generate cash from operations. Explain whether the company's liquidity is adequate to meet its short-term and long-term cash requirements, including working capital needs, capital expenditures, debt service obligations, and other commitments. If the company faces liquidity challenges, explain the steps management is taking to address them, such as reducing costs, selling assets, or raising additional capital.

Describe the company's capital resources, including available credit facilities and their terms. Search credit agreements to provide specific information about the size of each facility, the interest rate, the maturity date, the amount currently drawn, and the amount of remaining availability. Explain any significant covenants or restrictions in the credit agreements, such as financial ratio requirements or limitations on additional borrowing, and state whether the company is in compliance with all covenants.

Discuss the company's capital expenditure plans, explaining the amount expected to be spent in the coming year, the major categories of expenditures such as new facilities, equipment upgrades, or information technology systems, and how the expenditures will be funded. Explain how the capital expenditures support the company's business strategy and growth plans.

Present a comprehensive analysis of the company's contractual obligations and commercial commitments. Create a table showing the total amount of obligations and the amounts due in each of the following periods: less than one year, one to three years, three to five years, and more than five years. Include in the table long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations, and other long-term liabilities reflected on the balance sheet. Provide footnotes explaining the nature of the obligations and any significant assumptions used in determining the payment amounts and timing.

Discuss any off-balance sheet arrangements, such as guarantees, indemnification obligations, or relationships with unconsolidated entities. Explain the business purpose of these arrangements, the potential impact on the company's liquidity and capital resources, and the likelihood that the arrangements will result in cash payments. If the company has no material off-balance sheet arrangements, include an affirmative statement to that effect.

Address critical accounting estimates and judgments that require management to make assumptions about matters that are uncertain at the time the estimate is made. Identify the accounting estimates that are most important to the portrayal of the company's financial condition and results of operations and that require management's most difficult, subjective, or complex judgments. For each critical accounting estimate, explain the nature of the estimate, the methodology used to develop the estimate, the key assumptions underlying the estimate, how the assumptions were determined, the potential impact if actual results differ materially from the estimates, and any changes in the estimates or methodology during the year. Common critical accounting estimates include revenue recognition for complex arrangements, allowance for doubtful accounts, inventory valuation and obsolescence reserves, valuation of goodwill and intangible assets, warranty reserves, restructuring accruals, income tax provisions and valuation allowances for deferred tax assets, pension and other post-retirement benefit obligations, and stock-based compensation.

Throughout the MD&A, write in clear, plain English that is accessible to investors who are not accounting experts. Avoid simply repeating information from the financial statements or providing boilerplate explanations. Instead, provide genuine insight into the factors driving the company's performance and the judgments management has made. Use specific examples and quantify impacts wherever possible. The MD&A should tell a coherent story that connects the business strategy discussed in Part I with the financial results and provides a foundation for understanding future prospects.

Item 7A: Quantitative and Qualitative Disclosures About Market Risk

Provide comprehensive information about the company's exposure to market risk, which includes risks arising from changes in interest rates, foreign currency exchange rates, commodity prices, and equity prices. Search treasury department reports, risk management policies, and derivative instrument schedules to compile information about the company's market risk exposures and risk management strategies.

Begin with a qualitative discussion that identifies the company's primary market risk exposures. Explain which types of market risk are most significant to the company based on its business model, geographic footprint, and capital structure. For example, a company with significant foreign operations would have material foreign currency risk, while a company with substantial floating-rate debt would have material interest rate risk. Describe how these exposures arise from the company's normal business operations and financial structure.

Explain the company's risk management policies and strategies. Describe the objectives of the risk management program, such as reducing volatility in cash flows or protecting profit margins. Identify the instruments and strategies used to manage risk, such as interest rate swaps, foreign currency forward contracts, commodity futures, or natural hedges. Explain the company's policies regarding the use of derivative instruments, including whether derivatives are used only for hedging purposes or also for trading or speculative purposes, and the controls and procedures in place to manage derivative activities.

Provide quantitative information about market risk using one of three alternative disclosure formats specified in Item 305 of Regulation S-K: tabular presentation, sensitivity analysis, or value at risk. Select the format that most effectively communicates the company's market risk profile.

If using the tabular presentation approach, create tables that present information about financial instruments that are sensitive to market risk, categorized by expected maturity date and by whether the instruments are held for trading or purposes other than trading. For each category of market-sensitive instruments, provide information about the fair value and contract terms sufficient to determine future cash flows, such as principal amounts, weighted average interest rates, and weighted average settlement prices.

If using the sensitivity analysis approach, provide quantitative information about the potential loss in future earnings, fair values, or cash flows from reasonably possible near-term changes in market rates or prices. For example, disclose the potential impact on annual interest expense from a hypothetical 100 basis point increase in interest rates, or the potential impact on annual net income from a hypothetical 10% adverse change in foreign currency exchange rates. Explain the assumptions underlying the sensitivity analysis, such as the size of the hypothetical change in market rates, whether the analysis assumes changes in one market factor while holding others constant, and whether the analysis reflects the impact of hedging instruments.

If using the value at risk approach, disclose the average, high, and low value at risk amounts during the year, and the value at risk as of the end of the year. Explain the methodology used to calculate value at risk, including the confidence level, the time horizon, and the historical observation period used to estimate volatility and correlations.

Regardless of which quantitative disclosure format is used, supplement the quantitative information with qualitative discussion that explains the limitations of the analysis and provides additional context. For example, explain that sensitivity analysis or value at risk calculations are based on historical data and may not predict actual future losses, that the analysis assumes instantaneous parallel shifts in market rates which may not reflect actual market movements, and that the analysis does not capture all market risks or the potential for multiple risk factors to change simultaneously in ways that compound the impact.

Discuss any material changes in market risk exposures during the year or any changes in the company's risk management strategies or use of derivative instruments. If the company has entered into new types of derivative contracts or significantly increased or decreased its hedging activities, explain the reasons and the expected impact.

Item 8: Financial Statements and Supplementary Data

Include the company's complete audited financial statements prepared in accordance with Generally Accepted Accounting Principles (GAAP). The financial statements must include a consolidated balance sheet as of the end of each of the two most recent fiscal years, and consolidated statements of income, comprehensive income, cash flows, and stockholders' equity for each of the three most recent fiscal years.

Search accounting records and work with the company's finance department and external auditors to ensure that the financial statements are complete, accurate, and in compliance with all applicable accounting standards. The balance sheet should present all assets, liabilities, and stockholders' equity accounts with appropriate classification between current and non-current items. The income statement should present all revenues, costs, expenses, and other items of income and loss, with separate presentation of income from continuing operations, discontinued operations if applicable, and net income. The statement of comprehensive income should present net income and all components of other comprehensive income, such as foreign currency translation adjustments, unrealized gains and losses on available-for-sale securities, and pension and other post-retirement benefit plan adjustments. The statement of cash flows should present cash flows from operating, investing, and financing activities using either the direct or indirect method. The statement of stockholders' equity should present the beginning balance, all changes during the year, and the ending balance for each component of stockholders' equity, including common stock, additional paid-in capital, retained earnings, accumulated other comprehensive income, and treasury stock.

Prepare comprehensive notes to the financial statements that provide the information required by GAAP and SEC regulations. The notes should include a summary of significant accounting policies, explaining the basis of presentation, principles of consolidation, use of estimates, revenue recognition policies, inventory valuation methods, property and equipment depreciation methods and useful lives, goodwill and intangible asset accounting, income tax accounting, stock-based compensation accounting, and other significant policies. Provide detailed notes for each major financial statement caption, including information about the composition of account balances, changes during the year, and significant assumptions or judgments. Required note disclosures typically include information about acquisitions and dispositions, revenue disaggregation, accounts receivable and allowance for doubtful accounts, inventory, property and equipment, goodwill and intangible assets, debt and credit facilities, leases, income taxes, employee benefit plans, stock-based compensation, commitments and contingencies, segment information, and subsequent events.

Include the report of the independent registered public accounting firm, which must express an opinion on whether the financial statements present fairly, in all material respects, the financial position, results of operations, and cash flows of the company in conformity with GAAP. The auditor's report must also include an opinion on the effectiveness of the company's internal control over financial reporting as required by Section 404 of the Sarbanes-Oxley Act. Ensure that the auditor's report is dated, signed, and identifies the city and state where the auditor is located.

Provide any required supplementary data, such as quarterly financial information showing revenue, gross profit, net income, and earnings per share for each quarter within the two most recent fiscal years. If the company has oil and gas producing activities, include the supplementary information required by FASB ASC Topic 932. If the company is a smaller reporting company, certain supplementary data requirements may not apply.

Item 9: Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Search correspondence files and audit committee meeting minutes to determine whether there have been any changes in the company's independent registered public accounting firm during the two most recent fiscal years or any subsequent interim period prior to the filing date. If there was a change in accountants, provide a detailed description of the circumstances. State the date of the change and identify both the former accountant and the new accountant. Explain whether the decision to change accountants was recommended or approved by the audit committee or board of directors.

Disclose whether the former accountant's report on the financial statements for either of the past two fiscal years contained an adverse opinion or disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope, or accounting principles. If so, describe the nature of the qualification or modification.

Disclose whether there were any disagreements with the former accountant on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure during the two most recent fiscal years and any subsequent interim period prior to the change in accountants. For each disagreement, describe the subject matter, the company's position, the former accountant's position, and whether the matter was resolved to the former accountant's satisfaction. State whether the audit committee discussed the disagreement with the former accountant.

Disclose whether there were any reportable events as defined in Item 304(a)(1)(v) of Regulation S-K during the two most recent fiscal years and any subsequent interim period prior to the change in accountants. Reportable events include situations where the former accountant advised the company about significant deficiencies or material weaknesses in internal control, advised that the company could not rely on management's representations or that the accountant was unwilling to be associated with the financial statements, advised that the scope of the audit should be expanded significantly or that information had come to the accountant's attention that if further investigated might materially impact the financial statements, or advised that information had come to the accountant's attention that the accountant concluded would cause it to be unwilling to rely on management's representations or be associated with the financial statements.

Request that the former accountant furnish a letter addressed to the SEC stating whether it agrees with the statements made in the Form 10-K regarding the change in accountants and, if not, stating the respects in which it does not agree. File this letter as an exhibit to the Form 10-K.

If there have been no changes in accountants and no disagreements or reportable events, include a brief affirmative statement such as "There have been no changes in or disagreements with the company's independent registered public accounting firm on accounting or financial disclosure matters during the two most recent fiscal years or any subsequent interim period."

Item 9A: Controls and Procedures

Provide management's conclusions regarding the effectiveness of the company's disclosure controls and procedures as of the end of the period covered by the report. Disclosure controls and procedures are defined as controls and other procedures designed to ensure that information required to be disclosed in reports filed under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to management to allow timely decisions regarding required disclosure.

State that the company's principal executive officer and principal financial officer evaluated the effectiveness of the company's disclosure controls and procedures as of the end of the fiscal year. Provide their conclusion, stating whether they concluded that the disclosure controls and procedures were effective or ineffective as of that date. If they concluded that the controls were ineffective, explain the material weaknesses or significant deficiencies that led to that conclusion and describe the remedial actions being taken.

Include management's annual report on internal control over financial reporting as required by Section 404 of the Sarbanes-Oxley Act. The report must contain a statement of management's responsibility for establishing and maintaining adequate internal control over financial reporting, a statement identifying the framework used by management to evaluate the effectiveness of internal control over financial reporting (typically the framework established by the Committee of Sponsoring Organizations of the Treadway Commission), management's assessment of the effectiveness of the company's internal control over financial reporting as of the end of the most recent fiscal year including an explicit statement as to whether internal control over financial reporting is effective, and a statement that the independent registered public accounting firm that audited the financial statements has issued an attestation report on the company's internal control over financial reporting.

If management has identified any material weaknesses in internal control over financial reporting, disclose each material weakness and explain why management concluded that internal control over financial reporting was not effective. Describe the remediation plans and the status of implementation.

Disclose any changes in the company's internal control over financial reporting that occurred during the fourth quarter of the fiscal year that have materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting. If there were no such changes, include an affirmative statement to that effect. If there were changes, describe them in detail, explaining the reasons for the changes and their expected impact on the effectiveness of internal control.

Item 9B: Other Information

Review all events that occurred during the fourth quarter of the fiscal year to determine whether any information was required to be disclosed in a report on Form 8-K during that period but was not reported. If there was any such information, disclose it in this section. Common items that might be reported here include material definitive agreements entered into or terminated, creation of a direct financial obligation or an obligation under an off-balance sheet arrangement, triggering events that accelerate or increase a direct financial obligation, costs associated with exit or disposal activities, material impairments, notice of delisting or failure to satisfy listing standards, unregistered sales of equity securities, or material modifications to rights of security holders.

Disclose any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements adopted, modified, or terminated by directors or officers during the fourth quarter. For each arrangement, provide the name and title of the director or officer, the date of adoption, modification, or termination, the duration of the arrangement, and the aggregate number of securities to be purchased or sold under the arrangement.

If there is no information to report under this item, include a brief statement such as "None."

PART III: Governance, Management, and Compensation

Incorporation by Reference Option

Note that the information required by Part III (Items 10, 11, 12, 13, and 14) may be incorporated by reference from the company's definitive proxy statement for its annual meeting of stockholders, provided that the proxy statement is filed with the SEC no later than 120 days after the end of the fiscal year covered by the Form 10-K. If the company chooses to incorporate by reference, include a statement in each item of Part III identifying the specific portions of the proxy statement that are incorporated by reference into that item. For example, "The information required by Item 10 is incorporated by reference from the sections entitled 'Election of Directors,' 'Executive Officers,' and 'Corporate Governance' in the company's definitive proxy statement for its 2024 Annual Meeting of Stockholders, which will be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2023."

Alternatively, the company may include the required information directly in the Form 10-K rather than incorporating it by reference. This approach may be preferable if the company is not holding an annual meeting or if the timing of the proxy statement filing would delay the Form 10-K filing.

Item 10: Directors, Executive Officers, and Corporate Governance

Provide comprehensive information about each person who serves as a director of the company and each person who serves as an executive officer. Search corporate records, board resolutions, and biographical information to compile accurate and complete information for each individual.

For each director, provide the following information: full name, age as of a recent date, position with the company if the director is also an officer, the year the director was first elected or appointed to the board, the director's principal occupation and business experience during at least the past five years including the name and principal business of any organization in which such occupation or employment was carried out, any other directorships held by the director in companies with securities registered under Section 12 of the Exchange Act or registered as investment companies under the Investment Company Act, and the specific experience, qualifications, attributes, or skills that led the board to conclude that the director should serve on the board.

For each executive officer who is not also a director, provide the following information: full name, age, position with the company, the year the officer was appointed to the current position, and the officer's business experience during at least the past five years including prior positions with the company and positions with other organizations.

Disclose any family relationships between directors and executive officers, explaining the nature of the relationship such as parent, spouse, sibling, or child.

Describe the company's corporate governance structure and practices. Identify the members of each committee of the board of directors, including the audit committee, compensation committee, and nominating and corporate governance committee. For each committee, explain its primary functions and responsibilities and state the number of meetings held during the fiscal year.

Provide specific information about the audit committee. Identify each member of the audit committee and state whether the board of directors has determined that each member is independent under the applicable listing standards and SEC rules. Disclose whether the board has determined that at least one member of the audit committee is an "audit committee financial expert" as defined in Item 407(d)(5) of Regulation S-K. If the board has made such a determination, identify the audit committee financial expert by name and state whether that person is independent. If the board has not made such a determination, explain why not.

Describe the company's code of ethics that applies to the company's principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions. Explain how the code of ethics can be accessed, such as by posting on the company's website or by providing a copy to any person without charge upon request. State that the company intends to disclose any amendments to the code of ethics or any waivers from the code granted to the principal executive officer, principal financial officer, or principal accounting officer on the company's website or in a current report on Form 8-K.

Describe the procedures by which security holders may recommend nominees to the board of directors. Explain any minimum qualifications that the nominating committee believes must be met by a nominee, any specific qualities or skills that the nominating committee believes are necessary for one or more directors to possess, and the process for identifying and evaluating nominees including nominees recommended by security holders. State the deadline by which security holders must submit recommendations for nominees to be considered for the next annual meeting.

Disclose whether the company has adopted a policy regarding director attendance at annual meetings of stockholders and, if so, describe the policy. State the number of directors who attended the most recent annual meeting.

Item 11: Executive Compensation

Provide comprehensive disclosure regarding all compensation awarded to, earned by, or paid to the named executive officers. The named executive officers generally include the principal executive officer, the principal financial officer, and the three other most highly compensated executive officers who were serving as executive officers at the end of the fiscal year. Search payroll records, equity award agreements, employment agreements, and board and compensation committee meeting minutes to compile complete and accurate compensation information.

Draft a Compensation Discussion and Analysis (CD&A) that provides a narrative explanation of the company's compensation policies and decisions regarding the named executive officers. The CD&A should be written from the perspective of the compensation committee and should explain the material factors underlying compensation policies and decisions. Address the following topics in the CD&A: the objectives of the compensation program and what the program is designed to reward, each element of compensation including base salary, annual cash incentive bonuses, long-term equity incentives, retirement benefits, perquisites, and other compensation, why the company chooses to pay each element, how the company determines the amount or formula for each element, how each element and the company's decisions regarding that element fit into the overall compensation objectives and affect decisions regarding other elements, whether and how the company has considered the results of the most recent stockholder advisory vote on executive compensation in determining compensation policies and decisions, the role of executive officers in determining or recommending the amount or form of compensation, whether the company engages compensation consultants and if so their role and any conflicts of interest, whether the company benchmarks compensation against peer companies and if so how the peer group is selected and how the benchmarking affects compensation decisions, the performance goals and metrics used to determine incentive compensation and why those particular goals and metrics were selected, how difficult it is to achieve the performance goals, the actual performance achieved and how it affected payouts, the company's policies regarding equity award grants including the timing of grants and the methodology for determining grant amounts, the company's policies regarding stock ownership requirements or holding periods for executives, the company's policies regarding hedging and pledging of company securities by executives, the company's policies regarding the recovery or clawback of compensation in the event of a financial restatement or other specified events, and the tax and accounting implications of compensation decisions.

Prepare the Summary Compensation Table showing all compensation for each named executive officer for each of the last three completed fiscal years. The table must include columns for name and principal position, year, base salary, bonus, stock awards, option awards, non-equity incentive plan compensation, change in pension value and nonqualified deferred compensation earnings, all other compensation, and total compensation. Search compensation records to ensure that all amounts are accurately reported and properly classified. Provide footnotes explaining any material information necessary to understand the amounts reported, such as the assumptions used to calculate the grant date fair value of equity awards, the performance goals applicable to non-equity incentive plan awards, and the components of all other compensation.

Prepare the Grants of Plan-Based Awards table showing all plan-based awards granted to the named executive officers during the most recent fiscal year. For each award, provide the grant date, the estimated possible payouts under non-equity incentive plan awards showing threshold, target, and maximum amounts, the estimated future payouts under equity incentive plan awards showing threshold, target, and maximum amounts, the number of shares of stock or units granted, the number of securities underlying options granted, the exercise or base price of option awards, and the grant date fair value of stock and option awards.

Prepare the Outstanding Equity Awards at Fiscal Year-End table showing all outstanding stock options and stock awards held by the named executive officers as of the end of the most recent fiscal year. For each option award, provide the number of securities underlying unexercised options that are exercisable and unexercisable, the option exercise price, and the option expiration date. For each stock award, provide the number of shares or units that have not vested and the market value of those shares or units, and the number and value of shares or units subject to performance-based vesting conditions that have not vested.

Prepare the Option Exercises and Stock Vested table showing all stock options exercised and stock awards that vested during the most recent fiscal year. For each named executive officer, provide the number of shares acquired on exercise of options and the value realized on exercise, and the number of shares acquired on vesting of stock awards and the value realized on vesting.

If the company maintains any defined benefit pension plans or supplemental executive retirement plans, prepare the Pension Benefits table showing the present value of accumulated benefits under each plan for each named executive officer. Provide the number of years of credited service under each plan and the present value of accumulated benefits as of the same pension plan measurement date used for financial statement reporting purposes. Include a narrative description of the material terms of each plan, including the formula used to determine benefits, the normal retirement age, the early retirement provisions, and the form of benefit payments.

If the company maintains any nonqualified deferred compensation plans, prepare the Nonqualified Deferred Compensation table showing contributions, earnings, withdrawals, and balances under each plan for each named executive officer during and as of the end of the most recent fiscal year. Include a narrative description of the material terms of each plan.

Provide narrative disclosure describing the terms of employment agreements, severance arrangements, and change-in-control provisions applicable to the named executive officers. For each agreement or arrangement, explain the circumstances that would trigger payments or benefits, the estimated amount of payments and benefits that would be provided, and any conditions that must be satisfied to receive the payments or benefits. If the company has entered into employment agreements with named executive officers, summarize the material terms including the term of employment, base salary, target bonus opportunity, equity award grants, severance provisions, and restrictive covenants such as non-competition and non-solicitation agreements.

Describe the compensation of directors for service on the board and its committees during the most recent fiscal year. Prepare the Director Compensation table showing all compensation paid to non-employee directors, including fees earned or paid in cash, stock awards, option awards, non-equity incentive plan compensation, change in pension value and nonqualified deferred compensation earnings, all other compensation, and total compensation. Provide a narrative description of the company's director compensation program, explaining the standard arrangements for cash and equity compensation, any additional compensation for committee chairs or lead directors, and any other material terms.

Item 12: Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Search stock transfer records, Schedule 13D and 13G filings, and Section 16 reports to compile information about the beneficial ownership of the company's voting securities. Prepare a table showing beneficial ownership by any person or group known to the company to beneficially own more than five percent of any class of the company's voting securities, by each director and named executive officer individually, and by all directors and executive officers as a group.

For each person or group listed in the table, provide the name and address, the amount and nature of beneficial ownership including the number of shares beneficially owned and the percentage of the class, and whether the shares are held with sole or shared voting power and sole or shared investment power. Include footnotes explaining the basis for beneficial ownership, such as shares held directly, shares held by family members, shares held in trust, shares subject to options exercisable within 60 days, and shares held by entities controlled by the person.

If there are any arrangements known to the company that could result in a change in control, describe them in a footnote or in narrative disclosure following the table. Explain the nature of the arrangement, the parties involved, and the circumstances that would trigger a change in control.

Provide information about the company's equity compensation plans as of the end of the most recent fiscal year. Prepare a table with three columns: the number of securities to be issued upon exercise of outstanding options, warrants, and rights; the weighted-average exercise price of such outstanding options, warrants, and rights; and the number of securities remaining available for future issuance under equity compensation plans excluding securities reflected in the first column. Present this information separately for equity compensation plans approved by security holders and equity compensation plans not approved by security holders. Provide footnotes or narrative disclosure describing the material features of any equity compensation plans that were not approved by security holders.

Item 13: Certain Relationships and Related Transactions, and Director Independence

Search accounts payable records, contracts, and other company records to identify any transactions since the beginning of the last fiscal year, or any currently proposed transactions, in which the company was or is to be a participant, the amount involved exceeds the lesser of $120,000 or one percent of the average of the company's total assets for the last two completed fiscal years, and in which any related person had or will have a direct or indirect material interest. Related persons include directors, executive officers, nominees for director, beneficial owners of more than five percent of any class of the company's voting securities, and immediate family members of any of the foregoing persons.

For each related person transaction identified, provide the following information: the name of the related person and the basis on which the person is a related person, the related person's interest in the transaction including the related person's position or relationship with or ownership in any entity that is a party to the transaction, the approximate dollar value of the amount involved in the transaction, the approximate dollar value of the amount of the related person's interest in the transaction calculated without regard to the amount of profit or loss, and any other material information regarding the transaction. Describe the terms of the transaction, how the terms compare to terms that could have been obtained in an arm's-length transaction with an unrelated party, and the business purpose of the transaction.

Describe the company's policies and procedures for the review, approval, or ratification of related person transactions. Explain which body or persons are responsible for reviewing and approving such transactions, such as the audit committee, the full board of directors, or disinterested directors. Describe the standards applied in determining whether to approve a transaction, such as whether the transaction is on terms no less favorable than could be obtained from an unrelated party, whether the transaction is in the best interests of the company, and whether the related person's interest has been fully disclosed. State whether the company's policies and procedures are in writing and, if so, where they can be found such as in the audit committee charter.

Discuss the independence of directors under the applicable listing standards of the securities exchange on which the company's stock is listed. For each director, state whether the board has determined that the director is independent. Identify any transactions, relationships, or arrangements that were considered by the board in determining independence, particularly any that do not require disclosure as related person transactions but were nonetheless considered relevant to the independence determination. If any director is not independent, explain the basis for that determination.

Item 14: Principal Accounting Fees and Services

Search invoices and payment records from the company's independent registered public accounting firm to compile information about fees billed for services rendered during each of the last two fiscal years. Prepare a table or provide narrative disclosure showing the aggregate fees billed in each of the following categories: audit fees, audit-related fees, tax fees, and all other fees.

Audit fees include fees for the audit of the company's annual financial statements, the audit of internal control over financial reporting, reviews of the financial statements included in the company's quarterly reports on Form 10-Q, and services normally provided by the auditor in connection with statutory and regulatory filings or engagements. Provide the total amount of audit fees for each of the last two fiscal years.

Audit-related fees include fees for assurance and related services that are reasonably related to the performance of the audit or review of the company's financial statements and are not reported under audit fees. Examples include audits of employee benefit plans, due diligence related to mergers and acquisitions, accounting consultations and audits in connection with acquisitions, internal control reviews, attest services that are not required by statute or regulation, and consultation concerning financial accounting and reporting standards. Provide the total amount of audit-related fees for each of the last two fiscal years and describe the nature of the services comprising these fees.

Tax fees include fees for tax compliance, tax advice, and tax planning. Tax compliance services include preparation of original and amended tax returns and claims for refund. Tax advice services include assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from taxing authorities. Tax planning services include advice on tax implications of proposed transactions and assistance with tax planning strategies. Provide the total amount of tax fees for each of the last two fiscal years and describe the nature of the services comprising these fees.

All other fees include fees for any services not included in the first three categories. Provide the total amount of all other fees for each of the last two fiscal years and describe the nature of the services comprising these fees.

Describe the audit committee's pre-approval policies and procedures for audit and non-audit services provided by the independent registered public accounting firm. Explain whether the audit committee pre-approves all audit and non-audit services, whether the audit committee has adopted pre-approval policies and procedures that delegate pre-approval authority to one or more members of the audit committee subject to ratification by the full committee, and whether the policies and procedures include a list of pre-approved services or require specific approval of each engagement. Disclose the percentage of services in each fee category that were approved by the audit committee pursuant to the de minimis exception to pre-approval under SEC rules, which allows the audit committee to approve services after the fact if the services were not recognized as non-audit services at the time of engagement and constitute no more than five percent of total fees paid to the auditor.

Discuss whether the audit committee considered whether the provision of non-audit services is compatible with maintaining the auditor's independence. Explain the audit committee's conclusion and the factors considered in reaching that conclusion, such as the nature of the non-audit services, the amount of fees for non-audit services relative to audit fees, and the safeguards in place to prevent the non-audit services from impairing independence.

PART IV: Exhibits, Financial Statement Schedules, and Signatures

Item 15: Exhibits, Financial Statement Schedules

Prepare a complete exhibit index listing all exhibits filed with or incorporated by reference into the Form 10-K. Organize the exhibits according to the numbering system specified in Item 601 of Regulation S-K. For each exhibit, provide the exhibit number, a brief description of the exhibit, and an indication of how the exhibit is being provided, whether filed herewith, incorporated by reference from a prior filing with citation to the specific filing, or furnished herewith.

Search corporate records to identify all documents that must be filed as exhibits. Required exhibits typically include the certificate of incorporation and all amendments thereto, the bylaws and all amendments thereto, instruments defining the rights of security holders including indentures and rights agreements, material contracts such as employment agreements with executive officers, compensation plans and arrangements, credit agreements, and significant customer or supplier contracts, any code of ethics applicable to the principal executive officer and senior financial officers, a list of subsidiaries of the registrant, consents of experts and counsel including the consent of the independent registered public accounting firm to the incorporation by reference of its audit report, powers of attorney if any signature is by attorney-in-fact, certifications of the principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act, certifications of the principal executive officer and principal financial officer pursuant to Section 906 of the Sarbanes-Oxley Act, and the XBRL instance document and related taxonomy extension schema, calculation, label, and presentation linkbase documents.

For exhibits that are incorporated by reference, provide a citation to the prior filing that includes the type of filing such as Form 10-K, Form 10-Q, or Form 8-K, the date of the filing, and the exhibit number in that filing. Ensure that the incorporated document is publicly available and that the incorporation by reference is clear and unambiguous.

List any financial statement schedules required to be filed pursuant to Item 8 and paragraph (b) of this item. If all required schedules are omitted because they are not applicable, not required under the related instructions, or because the required information is included in the financial statements or notes thereto, include a statement to that effect.

Signatures

Prepare the signature page in accordance with the requirements of the Securities Exchange Act of 1934 and the instructions to Form 10-K. The Form 10-K must be signed by the registrant, the principal executive officer, the principal financial officer, the principal accounting officer or controller, and a majority of the board of directors.

Begin the signature page with the following statement: "Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized." Follow this with the name of the registrant, the signature of an authorized officer (typically the principal executive officer or principal financial officer), the name and title of the signatory, and the date.

Include the following statement: "Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated." Follow this with a signature block for each required signatory, including the signature, printed name, title, and date.

Ensure that the signature page includes the signature of the principal executive officer, the principal financial officer, and the principal accounting officer or controller. If the principal accounting officer is also the principal financial officer, one signature in both capacities is sufficient. Include the signatures of a majority of the members of the board of directors. Each director may sign individually, or the directors may execute a power of attorney authorizing one or more persons to sign on their behalf, in which case the power of attorney must be filed as an exhibit.

Ensure that all signatures are dated and that the dates are on or before the filing date of the Form 10-K. For electronic filings through the SEC's EDGAR system, use conformed signatures in the format "/s/ [Name]" rather than handwritten signatures.

Filing Procedures and Final Review

Before filing the Form 10-K with the SEC, conduct a comprehensive final review to ensure accuracy, completeness, and compliance with all applicable requirements. Verify that all required items have been addressed, all exhibits are included or properly incorporated by reference, all cross-references within the document are accurate, all financial data is consistent across different sections of the document, all signatures have been obtained and are properly dated, and the XBRL-formatted financial statements and related tags are accurate and complete.

Confirm the applicable filing deadline based on the company's filer status. Large accelerated filers must file the Form 10-K within 60 days after the end of the fiscal year. Accelerated filers must file within 75 days after the end of the fiscal year. Non-accelerated filers must file within 90 days after the end of the fiscal year. If the company is unable to file the Form 10-K by the deadline, consider whether to file a Form 12b-25 to obtain a 15-day extension, noting that the extension is not automatic and requires a showing of good cause.

Ensure that the Form 10-K is filed through the SEC's EDGAR system in accordance with the EDGAR Filer Manual and Regulation S-T. Verify that all required EDGAR tags and headers are included, that the document is properly formatted, and that all exhibits are submitted in the required format. Review the EDGAR filing for any errors or warnings and correct them before final submission.

After filing, monitor the SEC's website to confirm that the filing has been accepted and is publicly available. Review the filed document to ensure that it appears correctly and that all exhibits are accessible. If any errors are discovered after filing, determine whether an amendment on Form 10-K/A is necessary to correct material errors or omissions.