WhitmanTrading

Annual Report: Only Part of It Is Audited

An annual report combines a company's narrative about its year with its audited financial statements and notes. The narrative sections are written by the company and are not audited, and the auditor's report states precisely which parts of the document its opinion covers.

How it works

A labelled breakdown diagram counting pages of narrative, governance, financial statements and notes. The headline reads: The company's own account of its year.
The company's own account of its year. Illustrative figures - not a real company.

A large listed company’s annual report runs to a couple of hundred pages, of which roughly a quarter are the financial statements and the notes to them.

A breakdown diagram splitting pages written by the company from pages that are audited. The headline reads: Most of it is marketing and the last third is the accounts.
Most of it is marketing and the last third is the accounts. Illustrative figures - not a real company.

The front is narrative. A chairman’s statement, a chief executive’s review, strategy, sustainability, people. It is written by the company to be persuasive, and none of it is audited.

A breakdown diagram contrasting audited pages with unaudited pages. The headline reads: Only part of it is audited, and the report says which.
Only part of it is audited, and the report says which. Illustrative figures - not a real company.

The auditor’s report states which pages its opinion covers, and the boundary is explicit. Anything outside it is the company’s own assertion, checked only for consistency with the audited numbers.

The parts worth reading first

A breakdown diagram showing key audit matters as a short section within the audit report. The headline reads: Key audit matters name where the judgement is.
Key audit matters name where the judgement is. Illustrative figures - not a real company.

Key audit matters are the fastest read in the document. They are the auditor’s own statement of which areas required the most attention — usually revenue recognition, goodwill impairment, or a large provision.

That is the closest an outside reader gets to being told where the estimates are concentrated, and it is typically two pages.

A breakdown diagram contrasting the length of the statements with the length of the notes. The headline reads: The notes are longer than the statements and matter more.
The notes are longer than the statements and matter more. Illustrative figures - not a real company.

The notes are where the numbers get defined. Accounting policies, maturity schedules, receivables ageing, contingent liabilities, segment splits. They are longer than the statements themselves because the statements are summaries and the notes are the substance.

A breakdown diagram showing revenue split across two divisions and an other category. The headline reads: Segment disclosure says where the money actually comes from.
Segment disclosure says where the money actually comes from. Illustrative figures - not a real company.

Segment disclosure answers a question the headline cannot. A single revenue figure covering two businesses with different margins tells you almost nothing; the segment note tells you which one is growing and which is carrying the profit.

What the other sections are for

A breakdown diagram comparing risks listed last year with risks listed this year. The headline reads: The risk section is boilerplate until a line changes.
The risk section is boilerplate until a line changes. Illustrative figures - not a real company.

Risk factors are largely boilerplate, and the changes are not. Comparing this year’s list with last year’s takes a few minutes and occasionally surfaces something the narrative did not mention — a new dependency, a regulatory exposure, a customer concentration.

A breakdown diagram splitting executive pay into salary, a bonus on a profit target and shares on a share price target. The headline reads: And the remuneration report says what management is paid to do.
And the remuneration report says what management is paid to do. Illustrative figures - not a real company.

The remuneration report is more useful than it looks. Not the amounts — the targets. If most of an executive’s package depends on earnings per share, expect buybacks. If it depends on total shareholder return, expect attention to the share price. Incentives are disclosed, and behaviour follows them.

In practice: the order to read it in

Start at the back. The auditor’s report and its key audit matters, then the notes on accounting policies and critical estimates, then the cash flow statement, then the segment note, then the remuneration targets.

By that point you know where the judgement is, whether profit turned into money, where the money comes from, and what management is paid to do — which is most of what the document can tell you. The narrative at the front is then readable as what it is: the company’s own framing of facts you have already checked.

A breakdown diagram showing a typical bar's range with the round-trip trading cost subtracted. The headline reads: Trading the shares costs two percent of a bar.
Trading the shares costs two percent of a bar. Illustrative figures - not a real company.

And acting on any of it in the market costs 2% of a median bar’s range per round trip on this site’s shared price history.

Two more sections repay a look and both are near the back. Related-party transactions disclose dealings between the company and its directors or their connected businesses — usually small, occasionally the most informative paragraph in the document. And the subsequent events note covers anything material that happened between the year end and the date the accounts were signed.

The audit fee note is a third. A company paying its auditor substantially more for consulting than for the audit itself is a governance question that shareholder groups raise regularly, and the split is disclosed in one line. None of these three takes more than a minute, and together they cover the areas where problems have historically appeared before they appeared anywhere else.

What an annual report is not

It is not entirely audited. The auditor’s report defines the boundary.

It is not neutral. The narrative is written by the company being described.

It is not the same as a 10-K in the United States, though the two overlap heavily and some companies wrap one inside the other.

And it is not designed to be read front to back.

When it fails

A breakdown diagram contrasting hundreds of published pages with the two pages typically read. The headline reads: Nobody reads it, which is why reading it is worth something.
Nobody reads it, which is why reading it is worth something. Illustrative figures - not a real company.

Its length is a defence against being read, whether or not that is intended. Two hundred pages guarantees that most readers will take the summary, and the summary is the part the company controls completely.

The second failure is reading the narrative as evidence. Confidence in a chairman’s statement is not a fact about the business.

A third is skipping the notes. The statements are summaries; the notes say what the summaries contain.

A fourth is ignoring a change in accounting policy, which is disclosed and rarely announced.

And a fifth is treating the absence of a disclosure as the absence of a problem. Contingent liabilities and related-party transactions are disclosed at a level of detail the company chooses within the rules.

The original data

Of the 31,760 trading and investing videos in this site’s corpus, 0 have “annual report” in the title, 0 have “10-K”, 0 have “Securities and Exchange Commission filing” (“SEC filing”) and 0 have “proxy”. “Accounting” returns 3 videos at a median of 87,646 views and “cash flow” returns 17 at a median of 67,134. The relative strength index (“RSI”) returns 844 at a median of 3,907. The counts are in research/corpus-coverage.json, produced by site/measure_corpus.py.

A breakdown diagram contrasting a two-page press release with the single-page cash flow statement. The headline reads: The headline says record profit. Where do you look first?
The headline says record profit. Where do you look first? Illustrative figures - not a real company.

Four consecutive zeros for the documents every listed company is required to publish. Which is the argument for reading them: the material is free, it is standardised, it is filed on a public website, and essentially nothing in the content ecosystem points anyone toward it. The back-to-front reading order above takes about twenty minutes per company and it uses information that is available to everyone and consulted by almost nobody — which is a rarer combination than most people trading on charts realise.

10-K is the US regulatory version, with a fixed structure that makes it searchable. Notes to the accounts is the section that defines every number. And income statement is one of the statements the report contains.

What I actually do

I read these back to front now: auditor’s report, then key audit matters, then the notes, then the cash flow statement, and the chief executive’s letter last if at all. The order matters because the front of the document is written to be persuasive and the back is written to be compliant.

— Michael Whitman

This page is educational, not financial advice. Test every idea on your own charts before risking money.