XBRL-based Financial Reporting: Potential Impact of an SEC Mandate
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1 The Financial Reporting series presents: XBRL-based Financial Reporting: Potential Impact of an SEC Mandate Tom Church Nedra Downing Mark Bolton Yossef Newman Kenneth Shipman June 13, 2008
2 Agenda XBRL, Overview and Key Concepts XBRL Around the Globe The SEC s Proposed Rule Overview of the US GAAP Taxonomy Introduction to Preparing an XBRL Financial Report Implementation Options Beyond Compliance
3 Learning Objective To enhance participants understanding of important issues and developments pertaining to: The SEC s proposed rule and its implications for SEC registrants Understanding XBRL Approaches for implementing XBRL Potential benefits of using XBRL beyond compliance
4 What Is XBRL? XBRL (extensible Business Reporting Language) is a language for electronically communicating business and financial data Based on XML, a widely-used Internet standard Uses standardized tags that correspond to concepts and information included in financial reports Facilitates automated retrieval and analysis of financial data
5 Polling Question #1 What is your prior experience with XBRL? My company participated in the Voluntary Filing Program (VFP) I have implemented XBRL internally but not as part of the VFP I am somewhat familiar with XBRL XBRL is new to me Don t know/not applicable
6 Benefits of XBRL Improves efficiency and reduces cost of data collection and analysis Move from static, text-based data to interactive data that can be dynamically searched an analyzed Reduces or eliminates error-prone manual data entry Allows shifting resources to high value analysis of data vs. low value compilation of data Simplifies comparison of financial and business performance across companies, reporting periods and industries
7 XBRL How Does It Work? For each individual item of data, XBRL provides an identifying tag that a computer can read, understand and treat intelligently ABC Adding XBRL tags provides data with bar codes that give meaning to a number outside the context of the surrounding document Adding XBRL tags makes a number machine readable
8 What s Happening With XBRL Globally? XBRL is part of a larger trend towards convergence and globalization of reporting standards US NL AU Regulators UK ES JP Tax Authorities CA US NZ AU IE UK CN JP Standard Setters and Industry Organizations AICPA FASB CICA IASB ICAI ICAEW Exchanges NASDAQ Shenzhen Sao Paulo EuroNext Tokyo Shanghai Singapore ASX
9 What s Happening With XBRL Globally? XBRL is part of a larger trend towards convergence and globalization of reporting standards Global Trends Alignment of Interactive Data Initiatives Standard Business Reporting, or whole government reporting solutions based on XBRL XBRL Governance XBRL International XBRL U.S. Other Jurisdictions
10 Polling Question #2 Have you read through the SEC s rule proposal on XBRL? Yes No Don t know/not applicable
11 The SEC s Proposed Rule Registrant Category Effective Date Registrants that file under U.S. GAAP and have a public float > $5 billion as of the end of the most recently completed second fiscal quarter Periods ending on or after December 15, All other large accelerated filers using U.S. GAAP Periods ending on or after December 15, Most other registrants, including: All remaining filers using U.S. GAAP, including smaller reporting companies Foreign private issuers filing using IFRSs as issued by the IASB Periods ending on or after December 15, 2010.
12 The SEC s Proposed Rule (cont.) Registrants must provide tagged disclosures covering only: Financial statements Notes to the financial statements (2-year phase-in) Financial statement schedules (2-year phase-in) 30-day grace period for each initial filing of interactive data
13 The SEC s Proposed Rule (cont.)
14 The SEC s Proposed Rule (cont.)
15 The SEC s Proposed Rule (cont.) What changes? Provide interactive data on company Web site, if maintained Timely filing status affected by proposed rule What doesn t change? Incremental to EDGAR filings Does not require additional disclosures or changes
16 The SEC s Proposed Rule (cont.) Interactive data furnished as exhibits to filings Excluded from officer certifications Deemed not filed for purposes of specific liability provisions No auditor assurance required
17 The SEC s Proposed Rule Mutual Funds Mutual funds would be required to provide interactive data for the risk/return summary section of their prospectuses with key information about: Fees Performance Strategies Would apply to all mutual funds beginning with filings effective after December 31, 2009
18 US GAAP Taxonomy Overview What is the US GAAP Taxonomy? Taxonomy electronic dictionary of reporting elements Contains XBRL elements used in preparing US GAAP financial statements Required by GAAP Common reporting practices Where can I find the US GAAP Taxonomy?
19 Polling Question #3 What is your level of familiarity with the US GAAP Taxonomy? My company participated in the public comment process Somewhat familiar with the US GAAP taxonomy No familiarity with the US GAAP Taxonomy Don t know/not applicable
20
21 Label (Human- Readable Name) Definition References Element Name (XBRL Name) Period Type Data Type Balance Type
22
23 US GAAP Taxonomy Details The US GAAP Taxonomy includes: Core Concepts over 13,000 elements Fundamental building blocks Industry Views tailored presentation of taxonomy elements for industries such as commercial and industrial, banking and savings, insurance, real estate and others Still have ability to access other core elements not included in industry view What view should I use? Additional Modules allow entities to tag information beyond the core financial statements and footnote disclosures
24 US GAAP Taxonomy Details (cont.) Designed to allow tagging at varying levels of detail, for example: A financial statement footnote can be tagged as one block of text at a more granular level, e.g. tagging each number in a tabular disclosure both of the above
25 Extension Taxonomies An EXTENSION TAXONOMY allows an entity to create customized concepts and elements for its particular reporting practices. Extension taxonomies import then build on, or extend the core reporting taxonomy. ABC, Inc terms Company Specific Extension US GAAP Banking & Savings US GAAP Core Concepts Industry View Core Concepts/Elements
26 US GAAP Taxonomy Updates Accounting standards change and reporting practices evolve Taxonomy cannot stay static Will be updated periodically to incorporate changes in reporting requirements and practices Entities will be required to use most recent and appropriate taxonomy in their flings Update process will likely include: Annual updates (likely ahead of 10-K reporting) Other Modules issued as needed, e.g. in connection with issuance of a new accounting standard Requires coordination/direct participation by standard setters and regulators
27 Polling Question #4 Most companies will likely have to create one or more extensions when they prepare their interactive data (XBRL) exhibit? True False Don t know/not applicable
28 Preparing XBRL Financial Statements While Companies will face choices in the tools, services and approach to preparing XBRL financial statements the core process will be similar across companies Now is the time to begin developing your process Key components of this process will include: Mapping financial statements to the taxonomy Creating a company extension taxonomy Tagging financial statement information Reviewing, generating files, and submitting
29 Preparing XBRL Financial Statements Before you can begin XBRL basics - Educate yourself on key concepts and considerations Assemble your team - Identify the right mix of individuals/skill sets to develop your process
30 Preparing XBRL Financial Statements Map Your Financial Statements US GAAP Taxonomy Financial Statements Map financial statement information to taxonomy tags/elements Identify items that will require custom tags/elements Create Company Extension Custom Tag/Element Company Custom Tag/Element Extension Taxonomy Custom Tag/Element Create tags/elements for company specific line items or disclosures Tailor presentation to match company s financial statements Tag Financial Statement Information Company Extension Taxonomy Apply Tags Financial Statements Apply tags/elements to financial statement line items, financial statement schedules, and footnote disclosure information Review, Generate Files and Submit XBRL Instance Documents EDGAR Establish an internal QC process to ensure quality of XBRL exhibit Understand your XBRL exhibit (i.e. what actually gets furnished?)
31 Polling question #5 What level of quality control will provide preparers and users with sufficient confidence in the accuracy of interactive data? Internal controls alone will suffice Need some level of external assurance as well Don t know/not applicable
32 Map your Financial Statements Download the taxonomy from Preparer Guidance & Case Studies are also available Select the appropriate Industry View
33 Map your Financial Statements Find elements in US GAAP Taxonomy Document selected elements Identify company specific items for which elements don t exist Custom elements will need to be created
34 Create company Extension Taxonomy Use taxonomy editing tool to create new elements and customize taxonomy
35 Tag your Financial Statement Information Tag financial statement line item to: -reporting element -calendar/context -numeric units
36 Tag your Financial Statement Information XBRL tags in the Instance Document (left) provide the financial statement information in computer readable format Example Corporation XBRL Instance Document <context id= 2007 > <entity> <identifier scheme=" </entity> <period> <startdate> </startdate> <enddate> </enddate> </period> </context> <unit id="usd"> <measure>iso4217:usd</measure> </unit> <usfr-pte:salesrevenuenet contextref="2007" unitref= USD" decimals="inf"> </usfr-pte:salesrevenuenet> <usfr-pte:financerevenue contextref="2007" unitref= USD" decimals="inf"> </usfr-pte:financerevenue> <usfr-pte:otheroperatingrevenue contextref="2007" unitref= USD" decimals="inf">500000</usfrpte:otheroperatingrevenue> <usfr-pte:operatingrevenue contextref="2007" unitref= USD" decimals="inf"> </usfrpte:operatingrevenue> Example Corporation Simple Revenue Statement Report In Millions of US Dollars Dec 31, 2007 Revenue Sales Revenue, Net Finance Revenue Other Operating Revenue Revenue Total
37 Review & Submit your Financial Statements Review your draft XBRL Documents Traditional Documents XBRL Documents = Generate your final XBRL Documents for submission Instance Document Extension Taxonomy XBRL Exhibit/Submission + =
38 XBRL Implementation Considerations Implementation of XBRL will require certain considerations: What are the options for converting financials to XBRL? Internal what will be the changes to existing financial reporting processes? External which service providers can provide this service? What tools are available in the marketplace to assist with this process? What tools are appropriate for your organization and process? What skills / training will your staff require? Apart from external reporting, how else could XBRL be used within your organization?
39 XBRL Tagging Internal Process vs. Outsourcing = Company/Internal responsible Internal Process Outsourcing Obtain knowledge of XBRL and the US GAAP Taxonomy Obtain XBRL software tool(s) Perform gap analysis of financial statements to the US GAAP Taxonomy Build necessary taxonomy extensions Tag financial statements, financial statement schedules, and footnotes Review and validate instance document (including extensions and selection of elements)
40 XBRL Tool Categories Instance Editors Provide functionality to create and edit instance documents Taxonomy Editors Provide functionality to manage taxonomies Instance Viewers and Analyzers Allow users to view instance documents and perform analysis of instance document data XBRL GL Solutions Use XBRL GL to facilitate data exchange and integration between systems Note: for any significant XBRL project or application, expect to use multiple software tools
41 XBRL Moving Forward on XBRL Start taking steps to move forward on XBRL now Obtain understanding of XBRL and the new US GAAP Taxonomy Evaluate internal and external options for financial statement conversions Determine the tools and level of training needed Even if outsourced the process will still require that you have XBRL tools and expertise to facilitate the review process Establish a sustainable process for converting and furnishing XBRL financials Map current financial statement line items to US GAAP Taxonomy elements, and build any needed company extensions Tag financial statement tables and footnotes Review and validate instance documents
42 Polling Question #6 Based on what you ve learned, would you expect to prepare your XBRL-based financials internally or to use outside assistance? Prepare internally Use outside assistance Don t know/not applicable
43 XBRL Beyond External and Regulatory Reporting Is there more to XBRL than regulatory compliance? Using XBRL within internal applications How can XBRL benefit my company? Provides a common information standard for business reporting and facilitates the development of more effective and flexible reporting applications, tools and processes
44 XBRL Beyond External and Regulatory Reporting XBRL can be used for better data management, analysis and reporting XBRL is already being used to add value beyond financial reporting by: Enabling accurate information on demand by standardizing and consolidating data from disparate systems Streamlining financial and business reporting Enriching intelligent business reporting with relevant underlying details
45 Polling question #7 Could you envision using XBRL for purposes other than compliance with an SEC mandate? Yes No Don t know/not applicable
46 Questions & Answers
47 Join us 17th at 2 PM ET as our Financial Reporting series presents: EITF Roundup: Highlights of the June Meeting
48 Thank you for joining today s webcast. To request CPE credit, click the link below.
49 Contact info Tom Church Nedra Downing Mark Bolton Yossef Newman Ken Shipman
50 Other Resources Heads Up Great X pectations: SEC Proposes Mandating XBRL Use to Make Financial Data Interactive XBRL US Website da/doc/content/us_assur_hea ds_up_xbrl_ pdf XBRL US GAAP Taxonomy Preparers Guide SEC Rule Proposal SEC Spotlight on Interactive Data s/preparersguide.pdf /2008/ pdf xbrl.shtml
51 This presentation contains general information only and is based on the experiences and research of Deloitte practitioners. Deloitte is not, by means of this presentation, rendering business, financial, investment, or other professional advice or services. This presentation is not a substitute for such professional advice or services, nor should it be used as a basis for any decision or action that may affect your business. Before making any decision or taking any action that may affect your business, you should consult a qualified professional advisor. Deloitte, its affiliates, and related entities shall not be responsible for any loss sustained by any person who relies on this presentation.
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