RR Donnelley EZ Start XBRL
Summary of the SEC Proposed Rules & Solutions to Help You Comply with the SEC Interactive Data (XBRL) Mandate
Agenda
• XBRL Mandate is Here
– Summary of Proposed Rules from the SEC
• • • • • • •
What is XBRL? What are the Key Terms to Know? How Does it Work? XBRL Benefits Issuers, Rule Makers and Analysts XBRL Adoption around the World XBRL Progression In US Introducing TryXBRL.com How to Get Started Filing in XBRL
– 3 Easy Steps of RR Donnelley’s EZ Start Program – We Tag. You Validate. We File
• Q&A
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SEC Proposed Rules Released – May 30th, 2008
Summary of Requirements
– Proposed rules require companies to provide to the Commission financial statements in interactive data format using eXtensible Business Reporting Language, or XBRL. – Proposed rules would apply to domestic and foreign companies using U.S. GAAP and, eventually, to foreign private issuers using International Financial Reporting Standards as issued by the International Accounting Standards Board – The required tagged disclosures would include companies' primary financial statements, notes, and financial statement schedules. – The disclosure in interactive data format would supplement, but not replace or change, disclosure using the traditional electronic filing formats in ASCII or HTML.
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SEC Proposed Rules Released – May 30th, 2008
XBRL Phase-in Plan • Proposed three year phase-in schedule: – In year 1, the proposed rules would apply only to domestic and foreign large accelerated filers that use U.S. GAAP and have a worldwide public float above $5 billion (measured as of 2nd Q of the fiscal year), estimated to cover approximately 500 companies. – In year 2, all other domestic and foreign large accelerated filers using U.S. GAAP would be subject to interactive data reporting. – In year 3, all remaining filers using U.S. GAAP, including smaller reporting companies, and all foreign private issuers that prepare their financial statements in accordance with IFRS as issued by the IASB would be subject to the same interactive data reporting requirements. • If proposed rules are adopted, the first phase would begin with fiscal periods ending on or after December 15, 2008
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SEC Proposed Rules Released – May 30th, 2008
Data Tagging Details For each phase of implementation:
– The face of the financial statements would be tagged in each filer's first year of interactive data reporting.
– The financial statement footnotes and financial statement schedules also would be tagged in each filer's first year, but in block text only. – After the first year of such tagging, a filer also would be required to tag the detailed disclosures within the footnotes and schedules.
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SEC Proposed Rules Released – May 30th, 2008
Submission Format
• Interactive data would be required with a company's annual and quarterly reports, transition reports (for change of fiscal year), and Securities Act registration statements (including IPOs) • Interactive data would also be required to be posted on the company’s corporate web site, if it maintains one
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SEC Proposed Rules Released – May 30th, 2008
Submission Timing
• Interactive data would be required to be provided to the Commission, and posted on company websites, at the same time as the related report or registration statement, with two exceptions. – A 30 day grace period would be permitted for the first interactive data exhibit of each filer, – A 30 day grace period would be permitted for the first interactive data exhibit that is required to include the footnotes and schedules tagged in detail.
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SEC Proposed Rules Released – May 30th, 2008
Liability and Non-Compliance
• Filers that do not provide or post required interactive data on the date required would be deemed not current with their Exchange Act reports. • Data in the interactive data file submitted to us would be subject to liability similar to that of the voluntary program and, as a result, would be subject to only limited liability.
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SEC Proposed Rules Released – May 30th, 2008
Comment Period
• 60 day comment period ending August 1, 2008 • Proposed rules include questions for feedback • Give SEC enough time to consider your comments
“This is all about bringing investors better, faster, more meaningful information about the companies they own,”…."It would transform financial disclosure from a 1930s form-based system to a truly 21st century model that taps the power of technology for the benefit of investors….”
Opening Statement by SEC Chairman Christopher Cox
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XBRL Adoption Schedule for the US
Timeline For Mandatory XBRL Filing
SEC Proposed Rules
End of May, 2008
SEC Final Rules
Sept – Nov 2008
Expected
SEC mandate to file XBRL for Largest Accelerated Filers (Public float > $5B) SEC mandate to file XBRL for remaining companies that report in US GAAP
Dates
2008 Results (for fiscal periods that end on or after
12/15/2008)
2009 / 2010 Results
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What Is XBRL?
What is XBRL?
• eXtensible Business Reporting Language (Interactive Data)
• Each line item is given data tag standardized by US GAAP and different industries
What does it do?
• Creates machine-processed data for re-use and easy comparison
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Key XBRL Terms to Know
Tag
• Machine-readable “barcode” that gives a standard definition for each line item in an income statement, SCF, or balance sheet
Taxonomy
A “dictionary” of tags for: • Specific accounting standards (US GAAP, IFRS) • Industry segments (e.g., energy, REIT’s, Broker-Dealers, Commercial) • Company-specific tags
Instance document
• Collection of tags that is the building block to viewing and analyzing data
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How Does XBRL Work?
Internal
XBRL-Tagged Financial Statements Consumed by: XBRL Taxonomy Tagging Software • Analysts / Research SEC • Investors (corporate & individual) • Newswires / data aggregators
External
Financial Statements Scenario 1 RRD EZ Start
XBRL in GL system
Scenario 2
XBRL-Enabled Financial Reporting Software
Financial Statements XBRL-Tagged Financial Statements
XBRL Taxonomy
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XBRL in Action
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XBRL Benefits Issuers, Rule Makers and Analysts
• XBRL is a worldwide standard for the exchange, process and analysis of business reporting information. – Improves the accuracy and quality of your information in the marketplace • Analysts and Investors already have access to your XBRL data – Becoming the filing standard across the world – Is the main technology focus of the SEC • Enables “Interactive data” and more comprehensive analysis • Intelligent data that can be: – Reused – Repurposed – Exchanged/submitted – Machine processed – Compared/Analyzed
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XBRL Adoption Around the World
Expected to be mandated in 75% of the World’s Market Cap by end of 2008
EUROPE Belgium -France – Bank de France, AMF Netherlands -4 Major Ministries Norway - Exchange Spain - Bank of Spain Sweden – Companies House UK – HMRC (Companies House)
NORTH AMERICA Canada – CSA, Toronto Exchange Cayman Islands - CIMA US – FDIC, SEC, IRS World Bank – Micro Lending
MIDDLE EAST/AFRICA Abu Dhabi – Exchange Israel - Securities Authority South Africa - Exchange
ASIA/PACIFIC Australia – Government Wide China – Shanghai & Shenzhen Exchanges, CSRC, SFC India – Bombay & India National Exchange, Bank of India Japan – Tokyo Exchange & Bank of Japan Korea – KOSDAQ Singapore - ACRA Thailand – Thailand Exchange
SOUTH AMERICA Argentina – Bank of Argentina Bolivia - Government-wide Brazil – Bank of Brazil Chile – Bank of Chile Columbia – Bank of Columbia Peru – Bank of Peru
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XBRL Progression in US
SEC gets involved in XBRL FDIC adopts XBRL 1999 2005
SEC mandates XBRL 2008
2000 SEC adopts HTML standard
2006 XBRL Voluntary Program for ‘34 Act filers
2007 XBRL Voluntary Program for ‘40 Act filers
RRD among first to file in new HTML Standard RRD/EOL among the first to file XBRL in SEC’s Voluntary Filing Program
RRD/EOL the first to file XBRL mapped to new US GAAP Taxonomy
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Try It Today- TryXBRL.com
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How to Get Started
How is RR Donnelley’s Full-Service EZ Start XBRL Solution Different?
• Experience & Expertise
– RRD is the #1 XBRL filer for companies who file XBRL with the SEC
• Time Savings
– Our team of taxonomy experts create your XBRL files – No use of internal resources to map your financials to the correct taxonomy – This saves your team on average 80-100 hours
• Data Quality
– You start out with GAAP approved tags mapped to the correct taxonomy
• Cost Effective
– No purchase of software required, all you need is Excel – Low cost, full-service solution
• Simplicity
– Simply call RR Donnelley and receive an XBRL proof
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EZ Start XBRL Solution
We tag. You Validate. We File.
Request XBRL Translation
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– Call RR Donnelley – You receive an XBRL proof in Excel format – Review preliminary account mapping
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Review XBRL Files
– After reviewing mapping, submit list of questions and edits
– Our taxonomy experts answer any questions, make changes, perform quality review and return edited document
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Transmit to SEC
– Your team performs the final review and approves the XBRL files.
– RR Donnelley validates the HTML and XBRL files, performs EDGAR test filing and transmits your XBRL filing to the SEC
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How to Get Started – EZ Start XBRL Solution
Step 1 Request XBRL Translation
1 – Call RR Donnelley – Receive an XBRL proof in Excel format – Begin to review preliminary account mapping
As Filed Income Statement XBRL Tag for each line item Definition to each XBRL tag
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How to Get Started – EZ Start XBRL Solution
Step 2
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Review XBRL Files
– Your company submits list of questions and edits – Our taxonomy experts makes changes, answer any questions you have, performs quality review and returns edited document
Ask questions or submit edits on line items Taxonomy Experts will confirm edits and answer questions
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How to Get Started – EZ Start XBRL Solution
Step 3
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Transmit to SEC
– Your team performs the final review and approves the XBRL files – RR Donnelley validates the HTML and XBRL files, performs EDGAR test filing and transmits your XBRL filing to the SEC
XBRL files that are available to investors and analysts
Accepted on the SEC’s EDGAR system
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Q&A Session
RR DONNELLEY EZ START PROGRAM
To learn more about our EZ Start XBRL translation and filing process: –Go to www.TryXBRL.com –Call 1-800-424-9001 –Contact your local sales rep
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