XBRL Awareness Seminar Presented by the members of XBRL-US 12 Sept 2005, San Francisco meeting hosted by Hitachi webcast hosted by PR Newswire Agenda Welcome Overview of XBRL; the need for standards (what) Benefits of XBRL (why) Overview of the SEC VFP; preparation case study Technical overview (how) Wrapup and Q&A XBRL Overview What’s the Problem? Business reporting information producers, processors, and consumers all looking for increased efficiency Increasing costs of manual processing Increasing demands for additional processing (e.g. Sarbanes-Oxley requires SEC to do more checking) Analysts need to track more firms, look at more information for each firm Manual processing (i.e. rekeying) prone to errors Reuse, repurposing of information expensive Why Change Business Reporting? Data Preparer Pressures: Users/consumers are demanding more complete, timely data Data is more complex Required to report more often, more quickly Need to decrease costs Data User/Consumer Pressures: Greater transparency and detail Easier to process and make decisions Act more quickly Need to decrease costs 2 Consolidated Profit and Loss Account for the year ended December 31, 2004 Blah blah blah Blah blah blah blah Blah blah blah Blah blah blah blah blah Profit 925 448 Blah blah blah Earnings per share 3.6 11.0 Time to move into the 21st Century The Star Trek test: how should it work? Can Automation Help? Yes, but automation requires 1. Intelligent financial data 2. An agreement on how to describe the information, i.e. a Standard 1. Intelligent Data Data that knows about itself; self-describing HTML/PDF are electronic, but not intelligent Simply an electronic version of a paper document; not much better than a fax “The problem with WYSIWYG is that’s all you get” PDF not any better than an OCR’d printed report; data still needs to be manually rekeyed and analyzed Example: FDA is moving away from PDF and towards XML for pharmaceutical approval applications You Can Probably Figure This Out In the following example, what does “1211” represent? XBRL International 1211 Avenue of the Americas 19th floor New York, NY 10036 www.xbrl.org Easy for humans because context defines the semantics of the content – but more difficult for machines But What’s This? 37 HTML Doesn’t Help… <b>37</b> …but XBRL Does <OperatingProfit decimals="6" unitRef="USD">37</OperatingProfit> XBRL and XML XBRL is an application of XML, a means of describing financial information using XML syntax Intelligent data that can be Reused Repurposed Exchanged/submitted Machine processed XBRL the Next Big Thing Gartner lists XBRL as one of four “Next Generation Architectures” together with Service Oriented Architecture, Web Services Enabled Business Models, and Business Process Platforms “Next Generation Architecture will constitute the third big era in the IT industry’s history (the first having been the hardware era and the second belonging to software).” (23 Aug 2005) 2. Need for Standards For intelligent information exchange to work we need agreed-upon ways to describe the information Examples of standards Electrical plugs and sockets Traffic laws Fax machines Railroad gauges The Railroad Example Business Reporting Supply Chain Processes Business Operations XBRL Internal Financial Reporting External Financial Reporting XBRL XBRL Financial Publishers and Data Aggregators Companies Participants Trading Partners Investment, Lending, and Regulation Management Accountants Auditors Software Vendors Regulators Investors Two Things Named “XBRL” XBRL is a technology used for financial reporting XBRL is a consortium formed to promote the adoption of the technology The XBRL Technology “tag” or “element”: the wrapper for each data point XBRL specification: defines XBRL taxonomies and instances XBRL taxonomies: the set of elements (tags) used to define your data XBRL instances: the file created using a taxonomy, which contains financial information that you create and deliver The XBRL International Consortium A worldwide consortium of participants in the business and financial information supply chain. Oversee the creation, development, submission and maintenance of the XBRL specification and related taxonomies for business & financial reporting data The XBRL-US Jurisdiction “The mission of XBRL-US is to make XBRL the de facto standard for all internal and external business reporting for U.S. organizations” XBRL US Member Companies Adobe Systems AICPA AIG Allocation Solutions BDO Seidman Booz Allen Hamilton Bowne & Co. Business Objects Business Wire Capital Printing Systems Capricorn Research CCH Tax and Accounting Cognos Creative Solutions Deloitte & Touche Dynamic Access System EDGAR Filings EDGAR Online Ernst & Young FactSet Research Systems FDIC Financial Executives International Forum Systems Fujitsu GCom2 Solutions Grant Thornton Hitachi America Innodata Isogen Institute of Management Accountants Ipedo KPMG Merrill Microsoft Morgan Stanley PR Newswire PricewaterhouseCoopers PTC RIA Compliance/Thomson Rivet Software RR Donnelley R.S. Rosenbaum SAS Institute SavaNet SimpleX Data Technologies Standard Advantage UBMatrix Xaware Importance of XBRL Toshimi Takahashi, VP Information Division,Hitachi XBRL Usage & Benefits Personas and Their Relationships Institutional Investors IR Investors Business Entity Accountants Audit Loan Processing SEC / Information Provider Submission Submission Financial Information Financial Institutes Bond Issue / Capital Issue Subsidiaries Submission Tax Agency Off-Site Monitoring FDIC XBRL Usage & Benefits XBRL makes international economic activities transparent, efficient, and active. Reduce cost of analyzing and reporting financial information Increase speed and efficiency of business decisions Enhance the distribution and access of existing financial statement information More readily exchanged Increase and enhance analysis Benefits of XBRL Liv Watson, Vice President XBRL Strategy, EDGAR Online About EDGAR Online EDGAR Online, the trusted source for business information, harnesses technology to provide financial data on global companies along with analytical tools. Serving professionals in the financial, corporate, and advisory sectors. Most advanced technology-enabled processes available for extracting data from public and private sources. Immediate transformation of data into actionable information. Professionals in the new regulatory environment are demanding greater transparency of financial data; EDGAR Online is focused wholly on satisfying that demand. Today’s Discussions Benefits of XBRL to the business community. Benefits of XBRL for improvement to financial reporting models. Benefits of XBRL to Accounting Standard Setters. Benefits of XBRL to the audit professional Benefits of XBRL to corporate financial manager and analyst. Growing global support for XBRL Benefits of XBRL to the business community "The effect that XBRL will have on the business community will be more significant than the transition from paper and pencil analysis of financial information to the use of electronic spreadsheets,… … In the next three to five years, XBRL will move from the early adopter phase to become the generally accepted way to report business information. As a result, corporations will simplify the process for issuing business reports, and the public will find it easier to get the information they need to make informed investment decisions." Mike Willis, Partner. PricewaterhouseCoopers & Founding Chairman of XBRL International. Benefit of XBRL “smart data” Standardization Presentation Presentation Comptant et Comptant Cash & Cash Equivalents 現金及び現金等価物 Equivalents References Label Cash Equivalents And Short Term Investments XBRL XML XBRL Item Item <200> Calculation GAAP I.2.(a) Instructions Ad Hoc disclosures Formulas Cash = Currency + Deposits Cash ≥ 0 Contexts Validation US $ FY2004 Budgeted The benefits of standardized data include: • More accurate data collection • Faster data availability • Easier aggregation, analysis and dissemination Benefits of XBRL for improvement to financial reporting models “I encourage you to follow the discussion about the use of tagged data and to provide us with your thoughts. I believe that XBRL has the potential to bring about further improvement to our financial reporting model. Likewise, I am encouraged by the Enhanced Business Reporting Consortium's efforts to develop a voluntary, internationally recognized framework for presenting industry-specific key performance indicators and disclosure of non-financial information about opportunities, risks and management's strategies and plans. And I would like to acknowledge the important role that the AICPA has had and continues to have in this effort. This represents the type of discussion and action that should be occurring in the marketplace as we all seek to improve the value of information for investors” Remarks before the 2004 AICPA National Conference on Current SEC and PCAOB Developments Washington, D.C. December 6, 2004 Donald T. Nicolaisen Chief Accountant, Office of the Chief Accountant U.S. Securities and Exchange Commission EDGAR Online’s Sample Form 8-K SEC – XBRL Voluntary Filing Program http://pro.edgar-online.com/marketing/infoxbrl.asp Benefits of XBRL to Accounting Standard Setters. International Accounting Standards Board (IASB) “We are determined to express ourselves more simply and by removing the differences between standards around the world making it simpler for users of accounts to compare companies from different jurisdictions. I believe that XBRL is doing the same for the way financial reporting information is transmitted. The XBRL International consortium is committed to developing in the public interest a set of high quality, understandable and workable electronic standards that simplify the exchange and interpretation of financial reports in different operations world-wide.” Sir David Tweedie Chairman, International Accounting Standards Board A simple example… <ifrs- p:TradeAndOtherReceivablesNetCurrentcontextRef= "Current_AsOf" unitRef="U-Euros" decimals="0">490000</ifrsp:TradeAndOtherReceivablesNetCurrent> <ifrs-gp:TradeAndOtherReceivablesNetCurrent contextRef="Prior_AsOf" unitRef="U-Euros" decimals="0">590000</ifrs-gp:TradeAndOtherReceivablesNetCurrent> 1 2 3 4 5 A B Sample Company (Inc) Receivables Change % of current assets C £490,000 -17% 29% D £590,000 45% German IFRS-GP Label Linkbase http://xbrl.iasb.org/int/fr/ifrs/gp/2005-05-15/GermanTranslationPage.html Italian IFRS-GP Label Linkbase http://xbrl.iasb.org/int/fr/ifrs/gp/2005-05-15/ItalianTranslationPage.html Portuguese IFRS-GP Label Linkbase http://xbrl.iasb.org/int/fr/ifrs/gp/2005-05-15/PortugueseTranslationPage.html Benefits of XBRL to the audit professional. For the audit professional operating in the increasingly complicated Sarbanes-Oxley environment, XBRL can save significant time and client expense when performing key audit exercises such as fraud analysis and benchmarking. The transparency provided by XBRL can also help internal corporate auditors and audit committees ensure that their own company financials are without issue, thereby reducing their own exposure and personal liability when vouching for financial integrity. Example: A benchmarking study is now part of most public audits and can take several weeks to complete depending on the complexity of the company or industry and the amount of information to be gathered. XBRL could reduce that time significantly by providing a single standard with which to compare companies across sectors and industries. Why is XBRL important to the audit professional? “pieces of business information can be entered anywhere in a supply chain, flow into a company's general ledger, then be reported out in any form needed by the auditor or its trading partners” Eric Cohen XBRL Global Technical Leader Vice PricewaterhouseCoopers LLP The Founding Father of XBRL /GL Benefits of XBRL to corporate financial manager and analyst. For the corporate, XBRL saves time and money by reducing the amount of comparative analysis of both internal and external financial statements. With the XBRL standard, users can quickly and easily analyze key company metrics versus results from other divisions within the corporation, competitors or industry averages without the time-consuming processes now necessary to ensure peer-to-peer and industry analysis. Example: Corporations do a significant amount of research on both internal and competitive financial analysis. A benchmarking template that might take two weeks to populate from various data sources could be updated immediately, using XBRL data from a single source. Better informed financial and management decisions "XBRL helps companies, analysts, investors and other audiences to make better informed financial and management decisions and to leverage the capabilities of the Internet to facilitate the exchange of financial information… ………XBRL provides an efficient and reliable means of information exchange without changing existing accounting standards. And, because it is based upon standardized, underlying data tags, XBRL does not require a company to disclose any additional information beyond that which it normally discloses in its current financial statements." "We believe XBRL will have a positive impact on preparers of financial reports by streamlining the process and benefiting investors by improving their access to financial information." Barry Melancon President and CEO of AICPA Capitalizing on XBRL through Enhanced Analysis The new I·Metrix family of products provides XBRL data and solutions today I·Metrix solutions provide users with the most timely fundamental and supplementary data, analytical templates and toolsets at a substantially lower price point than our competitors. XBRL: It’s Unstoppable XBRL and Excel Immediate Verification Challenges facing XBRL adoption XBRL is still in the process of developing and being adopted which means: • U.S. industry specific taxonomies such as Insurance and Oil & Gas are not complete • Existing taxonomies continue to change and evolve based on feedback from the field • Internal reporting software may not yet accommodate XBRL data or upgrades may be required • Maturity of the existing XBRL-enabled tools may be an issue • Staff training will be needed In Conclusion “The movement toward world-wide convergence of accounting standards, public and private calls for more transparency, tighter regulation and oversight, and the emergence of new technologies has created a driving need for corporations to fundamentally change the way they prepare and distribute corporate performance data. XBRL can and will play a major role in helping a corporation go beyond simply keeping up with the changes.” Liv A. Watson Vice President of Global Strategy EDGAR Online, Inc. Links for further reading: XBRL International: www.xbrl.org FASB’s XBRL site: www.fasb.org/project/xbrl_project.shtml SEC’s XBRL site: SEC XBRL Spotlight Page: http://www.sec.gov/spotlight/xbrl.htm Final Rule Release Establishing XBRL Program: http://www.sec.gov/rules/final/33-8529.htm EDGARLink Filer Manual http://www.sec.gov/info/edgar/edmanuals810.htm Frequently Asked Questions About the XBRL Program http://www.sec.gov/info/edgar/xbrlfaq032105.htm For general inquiries: xbrlprogram@sec.gov Whitepaper: XBRL: The Changing World of Financial Reporting http://www.edgar-online.com/contact/feiwebcast.aspx Thank you! Liv A. Watson EDGAR Online Inc Vice President of Global Strategy Chair: XBRL International Jurisdiction Development Committee Board Member: Institute of Management Accountants E-mail: lwatson@edgar-online.com Phone: +1 (203) 852-5703 XBRL: Transforming Financial and Business Reporting SEC VFP overview; case study Ruth Kaufman, International EDGAR Manager, RR Donnelley SEC Voluntary Filing Program – SEC’s Interest in Assessing XBRL SEC’s Mission: Protect investors and maintain the integrity of the securities markets Potential Impact of Tagged Data and XBRL Internal Screening / Risk Assessment Financial statement reviews External Streamlined and more effective communication of company results Better and faster investor access to financial information Improved analysis for investors SEC Voluntary Filing Program – Objectives To analyze the use of XBRL in the marketplace today including: Maturity and capabilities of the XBRL standard Maturity of the standard GAAP taxonomies Involvement of various stakeholders in the development and use of XBRL Software available for data tagging, and consumption & analysis of XBRL data Level of effort and cost to tag data in XBRL format Usefulness of tagged data for Commission processes Suitability of XBRL data for investor analysis & review SEC Voluntary Filing Program – Final SEC Rules • Amendments to Regulation S-T establish voluntary program • EDGAR Filer Manual updated for XBRL upgrade to EDGAR system • Voluntary Filing Program commenced April 4, 2005 • Volunteers may furnish supplemental financial information using XBRL • Official HTML or TEXT filings still required SEC Voluntary Filing Program – Form of Submissions XBRL documents are furnished as Exhibit 100 to: • Exchange Act periodic reports • Exchange Act Reports on Forms 8-K or 6-K • Investment Company Act filings XBRL documents are disseminated on EDGAR SEC Voluntary Filing Program – Registrants Have Flexibility The VFP program does not: Limit participation by size, specific industry, or type of registrant. Impose any filing deadlines: Furnish no earlier than the related Exchange Act filing Impose a minimum level of tagging beyond financials (i.e., volunteers have flexibility in determining the nature and extent of tagging). Require volunteers to certify the XBRL-related documents. Require auditors to attest to the financial information included in the XBRL-related documents. Require participation for a set period of time (free to start or stop any time). The Program has established appropriate liability protections for volunteers and allows participants to resubmit XBRL-Related Documents, if deemed necessary. SEC Voluntary Filing Program – Description of XBRL Data Volunteers must provide disclosures about the XBRL documents: Use cautionary language Users of this data are advised pursuant to Rule 401 of Regulation S-T that the information contained in the XBRL documents is unaudited and these are not the official publicly filed financial statements of ABC Corporation. The purpose of submitting these XBRL formatted documents is to test the related format and technology and, as a result, investors should continue to rely on the official filed version of the furnished documents and not rely on this information in making investment decisions. In accordance with Rule 402 of Regulation S-T, the information in this Current Report on Form 8-K, including Exhibit 100, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. Describe as “unaudited” or “unreviewed” Forms 8-K and 6-K must reference the official filing to which the data relates SEC Voluntary Filing Program – Content of XBRL Documents Mandatory Content: • Complete set of financial statements, however: • Notes to financial statements may be omitted, • Schedules may be omitted, but IM companies must include Schedule I – Schedule of Investments or • Earnings information in a Form 8-K or 6-K or • Financial highlights or condensed financial information for IM companies SEC Voluntary Filing Program – Content of XBRL Documents Optional Content: • Audit opinion • Interim review reports • Reports of management on the financial statements • Certifications • MD&A (or MDFP for IM companies) SEC Voluntary Filing Program – Format of XBRL Documents Data elements must reflect the same information in the related official filing: text line item names associated values dates other labels No data element in the related official filing can be changed, deleted or summarized SEC Voluntary Filing Program – Format of XBRL Documents (continued) XBRL documents must correlate to the appropriate taxonomy (extensions are allowed): Commercial and industrial Banking and savings institutions Insurance Investment companies Each data element must be matched with appropriate tag in the taxonomy (e.g., $100 million in revenues must be tagged as <revenues> to correlate to official filing) XBRL documents may contain mark-up related content not found in official filing to comply with the XBRL specifications and EDGAR Filer Manual requirements (e.g., <inventory>) Case Study - Motivations to Participate in SEC Voluntary Filing Program Better Understand and Evaluate XBRL Improve Usability of Reports for Stakeholders: Investors, Lenders, Regulators Enhanced analytical capabilities Performance versus other companies Performance versus multiple prior periods Lower cost of consuming information Faster access to information which allows for more timely decision making Enhanced functionality Prepare to Comply with Potential Future Mandates to use XBRL in Filings Improve Internal Efficiency of Financial Reporting Decrease costs, time and effort Case Study Considerations What applications do you currently use to create compliance documents? What do you use for GL? How do you connect them? Re-keying introduces errors Case Study - Approach Dual roles: reporting entity and filing agent Created cross-functional team (Finance, Marketing, Operations, IT, IR, etc.) Educate, educate, educate Decide on initial approach and obtain Executive buy-in Case Study – Business Decisions WHO? Identify Project Leader Determine team members Assess level of internal and external expertise needed WHAT? Should we file our own XBRL? Which document should we choose? How deep should we tag (F/S, MD&A)? Should a rendering/viewing be created to proof XBRL? Internal sign-off? Legal for 8-K / Finance for XBRL Additional steps after SEC submission (website, IR activities, internal awareness)? Case Study – Business Decisions WHEN? Start with 12/31/04 year-end information or 2005 quarterly information Expected Frequency: once or periodically? HOW? At which data point should information be tagged in XBRL (e.g., ERP, G/L, Word document)? Select core taxonomy to be used Which software should be utilized? Which processes should be followed in order to create, review, validate, submit and post the Instance Document and Taxonomy Extension? Case Study - Process Following official filing, map line items to existing tags and flag items to go in extension taxonomy New items are created and presentation and calculation linkbases set up Create contexts, units Populate data XBRL level validation SEC level validation Render and proof Test, test, test…. and then test again File Case Study Observations The first time a company places their financials in XBRL requires a significant time commitment. The company will have to map tags to each data point on their financials. Subsequent forays take significantly less time since the tags have been previously established. XBRL is code that a computer understands – it will not make sense to a human eye. Case Study – XBRL: Machine Readable Case Study – XBRL – Business Reporting Equivalent of the Barcode Efficiency Savings Quality Feel free to ask SEC Staff about the Voluntary Filing Program Jeff Naumann naumannj@sec.gov, Brigitte Lippmann or any of the other names listed on the final rule release (www.sec.gov/rules/final/33-8529.htm) General inquiries: xbrlprogram@sec.gov Other Resources www.XBRL.org Accounting professionals Filing agents Software vendors XBRL Technical Overview Wayne Harding, VP Business Development, Rivet Software Think about… Information that is easier to use will be used more! How? Provide structure to the information! Road Blocks Costs – the “ROI” Learning curve Application purchase Labor hours “No time” Sometimes payback is hard to quantify Why the SEC needs help… see also: sec.gov/spotlight/xbrl.htm 700000 600000 500000 400000 # of Filings Avg size 300000 200000 100000 0 2000 2001 2002 Source: EDGAR On-line 2003 2004 2005* * = filings annualized based on 6 months Think of a spreadsheet… 200,000 Think of a spreadsheet… $ 200,000 Think of a spreadsheet… Revenue $ 200,000 Think of a spreadsheet… Year ending 2004 Revenue $ 200,000 Think of a spreadsheet… Year ending 2004 Revenue $ 200,000 The Result: <period>20041231,duration=12mos</period> <revenue> USD,200000</revenue> Financial Statements Consumers of Financial Statements Apply XBRL Core Schema Apply “Taxonomy” Financial Statements Extend “Taxonomy” (if needed) Instance Document Creation Consumers of Financial Statements Web Site (formatted via a “style sheet”) Analytics (e.g., Edgar On-Line iMetrics) New Releases Via PR Newswire Regulatory Filings To Create an XBRL Document (“Instance Document”) Native within your existing application(s) Oracle SAP SAS Hyperion Audit Software: ACL, Caseware Part of a suite – MBS and FRx Third party tools Hitachi Fujitsu Rivet To Create an XBRL Document with Rivet Use Excel™ and Word™ Establish the Entity “Tag” the data Validate the data Export into an instance document Establish the Entity “Tag” the data Validate the data – Part One - Viewer Validate the data – Part II Export into an Instance Document Think about… Information that is easier to use will be used more! How? Provide structure to the information! SEC VFP Filers Wrapup Summary of Presentations XBRL Overview Benefits of XBRL SEC Voluntary Program; Case Study Technical Overview Available Resources FAQs, tutorials, case studies, list of available tools, specifications, presentations, etc. www.XBRL.org www.XBRL.org/US Public discussion email list http://finance.groups.yahoo.com/group/xbrl-public/join Unofficial websites http://www.xbrlspy.org/ http://xml.coverpages.org/xbrl.html http://bryant2.bryant.edu/~xbrl/ Call to Action: XBRL-US Membership Organizational or Individual/Academic memberships Includes membership in International consortium Benefits of membership: Participation in creation of specifications; set direction of specs, make sure they meet your needs Early access to specifications; first to market Networking with XBRL experts Exposure as supporter of XBRL For more information see www.XBRL.org/US/join Call to Action: Participate in SEC VFP Markup your financials in XBRL Submit to SEC Q&A