How to read management's discussion and analysis

Day 05 of 12Intro to Company FilingsTen minutes

Item 7 is management's discussion and analysis. People say MD&A.

Teach 1

The definition

Item 7 is management's discussion and analysis. People say MD&A.

It is the year explained by the people who ran it. The statements tell you what happened. MD&A tells you why the company says it happened, and it is the only place in the filing where that explanation is required.

It is built around changes. Almost every sentence compares this year with last year. Sales rose or fell by this much because of that. Costs moved for this reason. If you want the story of a year in ten paragraphs, this is where it lives.

Teach 2

The worked example

Apple's MD&A for the year that ended September 30 2023, against the year before.

LineFY2023 ($M)FY2022 ($M)
Products net sales298,085316,199
Services net sales85,20078,129
Total net sales383,285394,328

Apple's own words for two of those lines. Total net sales decreased 3% or $11.0 billion. Services net sales increased 9%.

The products line moved too. $298,085 million against $316,199 million is a fall of $18,114 million, or about 6%. Note what just happened. The 3% and the 9% are quoted from the document. The 6% is derived, by you, from two figures the document states. Both are honest. Only one is a quotation.

Now put the three together and you have the year. Products fell by about $18 billion. Services rose by about $7 billion. Services absorbed roughly 40% of the products decline, which is why the total only fell 3% while its largest component fell 6%.

That is what MD&A is for. Not the numbers. The shape of them.

Teach 3

The trap

The trap is reading MD&A as neutral.

Management writes it. Management chooses which comparisons to feature, which percentages to state in words, and which movements appear only as a column in a table. Apple states the services increase in a sentence. The products decline is left to the table. Neither choice is improper. Both are choices.

So read MD&A for the explanation and check the explanation against Item 8. When a percentage appears in the text, note it as quoted. When you work one out yourself, note it as derived and show the arithmetic. Writing down which is which takes two seconds and it is the difference between a figure someone can check and a figure someone has to trust.

Put it on a real company

Your manager saw a headline saying Apple had a down year and wants to know how bad it was.

  1. Step 1

    What did total net sales do and where is that stated?

    They decreased 3%, or $11.0 billion, to $383,285 million. Apple states that in Item 7.

  2. Step 2

    What did services do?

    Services net sales increased 9% to $85,200 million. Also stated in Item 7.

  3. Step 3

    Work out what products did and label it.

    $316,199 million to $298,085 million. A fall of $18,114 million, about 6%. Derived from the two stated figures.

  4. Step 4

    Give your manager one sentence.

    Products fell about $18 billion and services grew about $7 billion, so the total fell only 3%. The down year was a products year.

Check yourself

  1. What is Item 7 of a 10-K for?
  2. Apple's products net sales were $298,085 million against $316,199 million the year before. About how much did they fall?
  3. You quote a percentage in a briefing. Which is the safer way to present it?
Answer these in the app

Where these figures come from

Every figure on the site, with its document

What this class introduces

It assumes you already have
The class beforeHow to read risk factors without wasting time
The class afterHow to read segment reporting

MD&A is the year in management's words. Mark what you quote and show what you derive.

Ten minutes. Free. Nothing to install.

Take this class