XBRL Awareness Seminar Presented by the members of XBRL-US 13 Sept 2005, Chicago Event and 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 Benefits of XBRL Michelle Savage Vice President, Investor Relations Services, PR Newswire Vice-Chair, XBRL-US Steering Committee Chair, XBRL-US Adoption Working Group External Reporting Can help facilitate the comparability and granularity of financial disclosure Can help make the analysis timely and transparent Can help simplify some aspects of the analysis of complex financial reporting Source: Morgan Stanley Research; company reports XBRL: A major advance in financial reporting HTML, PDF,Word, ASCII Text renditions of reports only exploit the ease of distribution and visual presentation that the Internet offers In practice they are of little value to a computer XBRL will allow accurate, relevant, scalable querying of financial information Sources of information for analysts Fundamental Analysis and Consistency Analysts Company B Company A Regulatory Filings ISP 10K Wizard XBRL EdgarPro Integrated Models •Multiperiod estimates •Risk profiles •Management assessments … Management Reports Earnings Announcement News Releases XBRL Internet Data Purveyors Investors Use Case: Updating Financial Models Quick Comments Immediate response to earnings releases Time pressure restricts the level of analysis Detailed Analyses More detailed analysis of filings Routine reports should be easier to complete Source: Morgan Stanley Research Workflow: Updating Financial Models Current Workflow Report published over the wire services in ASCII Text and possibly to the company web site in HTML or PDF format Analyst manually transcribes numbers into spreadsheet model and… …analyses results quickly in order to get a comment out Process with XBRL Report published in XBRL format Numbers automatically loaded into spreadsheet by an Excel add-in Analyst has more time to analyse results with confidence Use Case: Analyzing Footnotes GAAP disclosure of assumptions in footnotes Stock options Operating leases Pensions Content within footnotes tagged Companies can choose to tag to this level of detail Improves the clarity of information Use Case: Comparing Financial Information Very detailed comparisons In-depth analysis of specific areas of company financials Frequency of reports limited by time to collate Very broad thematic reports Key report for investors on market-wide issues Number of companies included restricted by time Source: Morgan Stanley Research Workflow: Comparing Financial Information Current Workflow Comparable data are sourced from Process with XBRL Query submitted to XBRL data aggregator Aggregate databases Results returned effectively Separate company financials immediately Data must be checked to ensure it is complete and More time to analyze more comparable companies More time is spent on collation and verification than on analysis Why XBRL will improve financial analysis Accuracy Greater confidence in numbers used for analysis Reliable results in higher quality conclusions Timeliness More time to focus on analysis, not process Shorter “time to market” More frequent high-quality analysis Results XBRL will improve the relevance and quality of financial analysis Stocks with higher corporate governance standards have outperformed 180 Companies should look at XBRL as a way to improve communication with their stakeholders GMI “Top 26” 160 140 S&P 500 120 100 Greater transparency results in a lower cost of capital 80 1999 2000 2001 2002 2003 2004 Source: Governance Metrics International Internal Reporting Payroll Customers Partners Billing A/R Vendors Partners General General Ledger Ledger A/P Lenders Investors Regulators Analysts Auditors Attorneys (Excel, html, ascii text, etc.) Internal Reporting XBRL GL Handles all business and financial information within an organization Data is created independent of reporting System is independent Allows for consolidation Conclusion XBRL will improve the flow of information in the corporate reporting supply chain. Results on Wall Street: Better, more transparent financials Increase in sell side coverage Buy side can analyze more companies Increase in liquidity in the capital markets 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 – 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) 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! Also think about… Gorn Tribbles 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