XBRL Overview Keith Maler Director, Interactive Services, XBRL Specialist Bowne Strategic Marketing
BIO Keith Maler –Bowne & Co., Inc. » Director, Interactive Services, XBRL Specialist » Keith is an XBRL ® Specialist of Interactive Services for Bowne & Co., Inc. focusing on client awareness and education for Interactive Data or XBRL. With more than 20 years experience in the Financial Printing Industry, Keith has held a variety of roles including Management roles within Customer Service and Compliance. Bowne Capital Markets & Compliance | 2
Heard This Past Filing Season Tags? What tags? Oh those…right…Ive heard about them…I just let my printer pick them…were all good. I wanted to make a change in my XBRL but I called my provider and no one answered. We have a new Pencils Down rule: Anyone that wants a change on filing day must convince the CFO…directly. Were not worried about Year 2 tagging since theres a good chance the SEC is considering pulling it from the Final Rule. Isnt the SEC kinda busy with Dodd-Frank so theyre not really looking at our XBRL anyway, right? Bowne Capital Markets & Compliance | 3
Phase-In Schedule >$5B Large Accelerated Filers (~400 companies) Remaining LAFs (~800 companies) >$700M, <$5B Small/Mid-size and IFRS Filers (~7,000 companies) All companies detail tagging (~8,200 companies) Bowne Capital Markets & Compliance | 4 Group Valuation Is Fluid Company that was $700m as of 12/31/2010; company accelerates to Group 2 status on K 6/30 Companies Start detail tagging on 10-K Updated/Alternative Forms General Rule Incorporating by reference removes need to resubmit XBRL 8-Ks Impact of accounting changes S-4s Periods covered by S4 data determines level of required tagging
Continued Pressure on External Reporting Groups –June 30, 2009: 70% outsource, 30% internalize –March 31, 2010: 80% outsource, 20% internalize –Desire to internalize still present; question of when Initial Year 2 Tagging feedback –Pain and Fear, Not Fun and Games –Additional internal resources required over Year 1 Vendor Landscape –Little change in vendor landscape –One XBRL industry acquisition (EDGAR Online/UBmatrix) –One proposed financial printer merger (RR Donnelley/Bowne) Bowne Capital Markets & Compliance | 5 Market Update
Bowne Capital Markets & Compliance | 6 Market Share – By Filing Agent Q Historical Q4 2009Q Q2 2010
Bowne Capital Markets & Compliance | 7 Market Share – By Tagging Application Q Historical Q4 2009Q Q2 2010
Total Company Extensions Bowne Capital Markets & Compliance | 8
Extensions By Group and SIC Extension GAAPTotal Bowne Capital Markets & Compliance | 9 Q2 2010
Common Extensions Q vs Q1 Bowne Capital Markets & Compliance | 10 Extension Tag Q1Q2Total PrepaidExpensesAndOtherCurrentAssets IncomeLossFromContinuingOperationsBeforeIncomeTaxes PrepaidExpenseAndOtherAssetsCurrent FairValueAssetsAndLiabilitiesMeasuredOnRecurringBasisTextBlock62 TotalOtherAssets InterestExpenseNet BasisOfPresentationTextBlock FairValueAssetsMeasuredOnRecurringBasis38 IncomeBeforeIncomeTaxes EarningsPerShareComputationTextBlock13132 AccruedExpensesAndOtherCurrentLiabilities FairValueLiabilitiesMeasuredOnRecurringBasis29 SharesOutstanding ComprehensiveIncomeTableTextBlock12829 PrepaidExpensesAndOther92837 IncomeLossFromContinuingOperationsBeforeIncomeTaxesAndMinorityInterest ScheduleOfEarningsPerShareBasicAndDilutedByCommonClassTextBlock25 IncomeLossBeforeIncomeTaxes62531 EarningsPerShareBasicAndDiluted InvestmentsTextBlock FairValueAssetsAndLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationTextBlock23 GoodwillAndIntangibleAssetsNet62228 BasisOfPresentationDisclosureTextBlock92130 BusinessDescriptionAndSignificantAccountingPoliciesTextBlock92130 DetailsOfCertainBalanceSheetAccountsDisclosureTextBlock92029
Decide on self vs. full-service tagging Finalize key resources Understand EDGAR Manual Establish project plan with goals/objectives and timeline Use US GAAP /15 – Filing Date 9/30-12/15 or 3/1-4/30 Now! Detail tag financials Placeholder- or block-tag Notes to the Financials/Schedules Test file to SEC Post-mortem to plan for first mandated filing Convert to US GAAP 2011 Initiate 3/31 template roll- forward prior to closing the quarter to get initial review done early Finalize tag changes Finalize content Live file to SEC Bowne Capital Markets & Compliance | 11 Year 1 Tagging Action Plan
Review 2011 US GAAP Taxonomy Final Rule EDGAR Manual (Chapter 6) SEC XBRL Website ( Current/Latest US GAAP Taxonomies 3 rd Party/Non-SEC Validation (XBRLCloud, Bowne Viewer) Bowne Capital Markets & Compliance | 12 Back pages are more important than front Get Vol. II, Version 15 Review FAQs and C&DIs SEC eventually will raise bar Mandate Compliance Pyramid
Begin review of detailed Notes tags Begin modifying extension taxonomy Initially tag 7-10 Notes in detail 6/16 – File Date 5/1 – 6/15 9/1 – 12/1 or 2/1 – 4/30 Finalize changes to extension taxonomy Incorporate changes from any new taxonomies (i.e. 2011) Tag any remaining Notes Test file all Notes to SEC Finalize detail Notes tagging for current filing Update templates for last minute changes Test and live-file XBRL to SEC Year 2 Tagging Action Plan Bowne Capital Markets & Compliance | 13
Notes Tagging: Year 2 Detail Tagging One tag for each note (just like Year 1) One tag for each accounting policy Block tag for each table One tag for each amount (monetary, percent, number) Tag Bowne Capital Markets & Compliance | 14
EFM Rules: An instance must contain facts containing each complete Note and each required Schedule of the corresponding official HTML/ASCII document, as a single block of text Guiding Principles: Block tag each Note and Schedule with textBlock tag EFM Rules: An instance must contain facts containing each complete Note and each required Schedule of the corresponding official HTML/ASCII document, as a single block of text Guiding Principles: Block tag each Note and Schedule with textBlock tag Level (i)Level (i) Level (ii) Level (iii) Level (iv) Tag Year 2 Detail Tagging Overview Bowne Capital Markets and Compliance | 15
EFM Rules: For each significant accounting policy within the accounting policies Note of the corresponding official HTML/ASCII document, an instance must contain a Level (ii) fact containing the policy as a block of text. Guiding Principles: Often, there will be more than one reasonable way to map significant accounting policies Each significant accounting policy needs a separate textBlock tag Each paragraph in the significant accounting policies footnote does not necessarily need to be separately mapped If accounting policies are defined in other footnotes they fall under the optional Level (iv) requirements and would be mapped with a string element EFM Rules: For each significant accounting policy within the accounting policies Note of the corresponding official HTML/ASCII document, an instance must contain a Level (ii) fact containing the policy as a block of text. Guiding Principles: Often, there will be more than one reasonable way to map significant accounting policies Each significant accounting policy needs a separate textBlock tag Each paragraph in the significant accounting policies footnote does not necessarily need to be separately mapped If accounting policies are defined in other footnotes they fall under the optional Level (iv) requirements and would be mapped with a string element Tag Year 2 Detail Tagging Overview Level (i) Level (ii)Level (ii) Level (iii) Level (iv) Bowne Capital Markets and Compliance | 16
EFM Rules: An instance must contain each table within each Note in the corresponding official HTML/ASCII document as a separate Level (iii) fact block of text Guiding Principles: Each table needs to be mapped separately with textBlock tag. The SEC noted there is a deficiency in the textBlock tags for Level (iii) currently available in the US GAAP taxonomy There may be more than one reasonable way to map a table and each should be analyzed case-by-case EFM Rules: An instance must contain each table within each Note in the corresponding official HTML/ASCII document as a separate Level (iii) fact block of text Guiding Principles: Each table needs to be mapped separately with textBlock tag. The SEC noted there is a deficiency in the textBlock tags for Level (iii) currently available in the US GAAP taxonomy There may be more than one reasonable way to map a table and each should be analyzed case-by-case Tag Level (i) Level (ii) Level (iii)Level (iii) Level (iv) Tag Year 2 Detail Tagging Overview Bowne Capital Markets and Compliance | 17
Level I Level II Level III Level IVLevel IV Tag Year 2 Detail Tagging Overview Bowne Capital Markets and Compliance | 18
Bowne XBRL Page Bowne Capital Markets & Compliance | 19
Bowne GCom2 Solutions | Power over your document lifecycle20 Thank you. Questions? Please contact your local Bowne Sales Representative or Customer Service for additional details on Bownes XBRL offerings.