3.1.6. Management Commentary or Management’s Discussion and Analysis

Publicly held companies typically include a section in their annual reports where management discusses a variety of issues of concern, including the nature of the business, past results, and future outlook. This section is referred to by a variety of names, including management report(ing), management commentary, operating and financial review, and management’s discussion and analysis. Inclusion of a management report is recommended by the International Organization of Securities Commissions and frequently required by regulatory authorities, such as the US Securities and Exchange Commission (SEC) or the UK Financial Reporting Council (FRC). In Germany, management reporting has been required since 1931 and is audited. The discussion by management is arguably one of the most useful parts of a company’s annual report besides the financial statements themselves; however, other than excerpts from the financial statements, information included in the management commentary is typically unaudited. When using information from the management report, an analyst should be aware of whether the information is audited or unaudited.

To help improve the quality of the discussion by management, the International Accounting Standards Board (IASB) issued an exposure draft in June 2009 that proposed a framework for the preparation and presentation of management commentary. Per the exposure draft, that framework will provide guidance rather than set forth requirements in a standard. The exposure draft identifies five content elements of a “decision-useful management commentary.” Those content elements include 1) the nature of the business; 2) management’s objectives and strategies; 3) the company’s significant resources, risks, and relationships; 4) results of operations; and 5) critical performance measures.

In the United States, the SEC requires listed companies to provide an MD&A and specifies the content.7 Management must highlight any favorable or unfavorable trends and identify significant events and uncertainties that affect the company’s liquidity, capital resources, and results of operations. The MD&A must also provide information about the effects of inflation, changing prices, or other material events and uncertainties that may cause the future operating results and financial condition to materially depart from the current reported financial information. In addition, the MD&A must provide information about off-balance-sheet obligations and about contractual commitments such as purchase obligations. Companies should also provide disclosure in the MD&A that discusses the critical accounting policies that require management to make subjective judgments and that have a significant impact on reported financial results.

The management commentary or MD&A is a good starting place for understanding information in the financial statements. In particular, the forward-looking disclosures in an MD&A, such as those about planned capital expenditures, new store openings, or divestitures, can be useful in projecting a company’s future performance. However, the commentary is only one input for the analyst seeking an objective and independent perspective on a company’s performance and prospects.

The management report in the Annual Report 2009 of Volkswagen Group includes much information of potential interest to an analyst. The 78-page management report contains sections titled Business Development; Shares and Bonds; Net Assets; Financial Position; Results of Operations; Volkswagen AG (condensed, according to German Commercial Code); Value-Enhancing Factors; Risk Report; and Report on Expected