Download - RR Donnelley

Preparing for Detail Footnote Tagging
XBRL 102
March 24, 2011

A Few Webcast Reminders
• Content
• Session material and link to replay of webcast will be sent to you via email within a few
days of today’s event
• Questions
• Do not hold questions until the end, as many submitted questions as possible will be
answered during the webcast
• Type in your questions on the web interface
• Follow-Up
• Speakers are available directly for material not covered or questions not addressed
during today’s webcast
1

Presenters
Rob Blake
Senior Director,
Interactive Services
RR Donnelley
rob.blake@bowne.com
Julie Soma
XBRL Specialist, National
EDGAR and XBRL Team
Member
RR Donnelley
julie.soma@rrd.com
Founding member of
XBRL International
Develops software and
solutions strategy for
XBRL
Led US GAAP
taxonomies and SEC
XBRL Viewer projects
Lead on client
education and internal
XBRL training
initiatives
SEC and Vendor lead
for strategy, Best
Practices, and service
offering enhancements
2

Word on the Street
• Filing Agents and/or their XBRL partners can’t turn edits quick enough
• XBRL knowledge requirements for detail tagging are too intense
• Too much pressure on making concurrent filing; SEC needs to provide more
time to submit XBRL documents
• Switching from one taxonomy (2009) to another (2011) is onerous and time
consuming
• Rendered XBRL for detail tagging is impossible to review and approve
• Errors show up on my XBRL filings on 3 rd party validation sites like
XBRLCloud and yet the SEC accepted them
3

Agenda
• SEC Update and Overview of Year 2 Tagging Requirements
• Market Statistics and Impact of XBRL on Filing Timeline
• Common Issues and Validation Conundrum
• Dimensions: Detail Tagging Make or Break
• RR Donnelley Solution Offerings
• Planning for Detail Tagging and Schedule Considerations
• Impact of 2011 US GAAP Taxonomy
• Q&A
4

Detail Tagging Reality Check
• 4-10x more work
• 2-4x more resources
• 3-6x more extension tags
• Increased XBRL understanding
• Increased technical validation risk
• Increased filing season pressure
• Increased pressure on self-taggers
While difficult and more time consuming than
block (Year 1) tagging, detail tagging is
approachable with the right plan and partners.
5

Phase-In Reminders
Tier 1
>$5B Large
Accelerated Filers
(~450 companies)
Tier 2
Remaining LAFs
>$700M,

EDGAR Filer Manual
SEC XBRL Update
• Vol. II Ver. 16
• Finalized and released in December 2010
• 5 th update since start of XBRL mandate; more expected to come
Staff Observations/FAQs
• FAQs updated and reformatted September 2010
• New Staff Observations November 2010
XBRL Rendering Engine
• Updated in July and November 2010
Taxonomies
• 2011 US GAAP Approved February 2011
• Removed requirement to file submissions on/after 7/15/2011
• SEC strongly recommends companies use it as soon as possible
• Available for review on FASB web site (wwww.fasb.org)
7

Level 1: Face Statement Tagging and Process
Find Tag
Evaluate US GAAP Taxonomy
Create Extension Tag
Must create all required attributes:
If the tag’s definition
includes the material
amounts, and its other
attributes align, it’s the
right tag; if not, then an
extension tag is needed.
…as well as assign presentation, calculation
and definition (dimension) relationships.
8

Level 2: Significant Accounting Policies (SAP)
Tag
Significant: Tag regardless of location
Insignificant: Tag only if in SAP
Structure: Group in one report section
9

Level 3: Table Block Tagging
• Each table tagged as block of text
• Tables split by time tagged as one
• A single table with multiple pieces can be tagged
individually
Tag
10

Level 4: Detail Amount Tagging
Tag
• Any amount (not just numbers)
• Not all numbers need tagged (but most do)
• Important to review amounts and determine tagability
• Presentation in XBRL will most likely not match HTML
11

Detail Tagging Extension Taxonomy Architecture
Accounting
Policies (Level 2)
Only one (Policies) XBRL report
section is allowed.
Block Table
Tagging (Level 3)
Schedules are not table-block
tagged.
Split up largest Notes into
smaller report sections,
essentially breaking them out
one XBRL report section per
table; helps SEC Viewer
render reports better.
Amount Detail
Tagging (Level 4)
12

Display in SEC Viewer: Okay To Be Different
Data without
dimensions is
presented first,
including “Total” rows
from dimensionally
tagged data.
Data with dimensions
is presented second.
13

RR Donnelley: The XBRL Leader
XBRL Market
Leadership and
Expertise
Service Platform and
Unmatched Scale
Technology for
Efficiency and
Accuracy
• 5x the filings of our
nearest competitor
• Deep experience in
every industry
segment
• Broadest, deepest
team of XBRL /
EDGAR experts in
the industry
• Team of over 1,000
dedicated to XBRL
• Multiple platforms
provide flexibility and
scale
• Client service DNA
• Dedication to
process improvement
and QA
• Combination of
owned and licensed
tools for tagging,
review and validation
• Continued
investment in
proprietary tools
• Deep understanding
of client workflow
guides development
14

Total Company Extensions
15

Extension % By SIC – Tier 1/Detail Tagging
SIC
Q2
2010
Q3
2010
Q4
2010
Construction 33.74 38.13 26.95
Finance, Insurance & Real Estate 44.03 43.05 43.98
Manufacturing 27.42 28.25 31.33
Mining 30.78 32.04 34.27
Retail Trade 21.06 23.29 28.01
Services 26.06 26.65 29.67
Transportation, Communication, Electric,
Gas, and Sanitary Services
39.18 40.23 39.60
Wholesale Trade 23.48 17.24 24.39
Average 32.76 34.29 35.61
16

Impact on Last Day Filings
17

Dimensions Overview
Accounting Information
Dimension Information
Calendar Information
A majority of Year 2 tagging relies on the
combination of a “simple” tag in
conjunction with one or more
“dimension” tags to correct identify all
facets of the data.
18

Accounting Information
Dimension Information
Calendar Information
Multi-dimensional Tagging: Basic Tag
19

Accounting Information
Dimension Information
Calendar Information
Multi-dimensional Tagging: Dimension Tag
20

Accounting Information
Dimension Information
Calendar Information
Multi-dimensional Tagging: Extension Taxonomy
21

SEC
SEC vs. Third Party Validation
• EFM contains over 600+ rules covering both technical and business aspects
• Validation today focuses primarily on technical and “basic” business concepts
• SEC not updating validation bar in short/mid-term (subject to change of
course)
Third Party
• Being performed in the market (e.g., XBRLCloud)
• Passing SEC validation does NOT mean filings are necessarily as clean as
they should be
• Company ultimately decides if they care about “beyond SEC” validation
• Recommendation: Care (at least a little).
22

Third Party Validation
1. All filings passed
SEC validation or
they wouldn’t
display
2. Combination of
errors/warnings
above and beyond
what SEC is
checking for
currently
3. Detail tagging
submissions with
issues stand out
due to higher
numbers in
multiple columns
23

• Improper Use of Tag Properties
• Instant tags for durational data
• String tags for block-tagged data
Most Common Issues – Detail Tagging
• Not using same tags for the same values/accounting representations across notes
• Tag Percentages
• As decimals, not whole numbers
• Range tagging
• How to tag “…less than $50,000,000…”
• Do not need to tag text-based footnotes to tables
• Do not need to tag all amounts
• Might be easier to just do it anyway
• Dimensional Misunderstanding
• Architectural concerns/when to use and not use
• Inconsistencies in US GAAP 2009 taxonomy
- “Less than 1 Year”, “From 1 to 3 Years” are not dimensions (but they should be)
• Rendering Impact
24

Importance of Getting It Right
• SEC-specific
• XBRL files that fail get stripped from submission
• Technical validation bar can be increased at any time (last was January 2011)
• Reviews could result in resubmission, prospective changes or other SEC action
• XBRL exhibit carries the same legal liability as the traditional EDGAR filing after
the limited legal liability provisions expire 24 months after the first XBRL exhibit
is submitted (with potential for civil liability as well)
• General
• Controls over the creation of the XBRL exhibit is part of an company’s
disclosure controls and procedures (DC&P)
• XBRL data doesn’t match traditional EDGAR format filings
• Incomparable due to issues with not following general or peer group best
practices
• XBRL-enabled consumption (analytic) software impaired due to technical
decisions
25

XBRL US Best Practices
• Available at: http://xbrl.us/learn/documents/bestpractice20101018.pdf
• Working group consisting of filing agents, analysts, preparers, XBRL experts,
XBRL US staff
• Covers the following topics
• Shares issued/outstanding
• Cash Flow accruals
• Legal Entity Axis member usage
• Custom units (electric power, megawatt hours)
• Proper use of the Segment Axis
• Proper use of US GAAP financial statement Abstracts
• More best practices to come
26

XBRL Review Iceberg: Above the Water
27

XBRL Review Iceberg: Below the Water
Incorrect Use of
Legal Entity
Axis
Incorrect Use of
Legal Entity
Axis
Incorrect Use of
Scenario Axis
28

XBRL Solution Offerings
Full Service
In-house
Self Service
In-house
Integrated Solution
Overview
Off-load the tagging and
technical aspects of XBRL to us.
Working with both customer
service and our dedicated XBRL
team, you’ll focus your time on
review and approval of XBRL.
The efficient way to take XBRL
in-house. Access our powerful
self service application and tag
your company's financials
using the template we've
created for you.
Integrated solutions help
manage external
reporting processes and
address the XBRL
tagging requirements.
Year 1 and Year 2 tagging
Technical validation and
review
EDGAR filing services via RR Donnelley via RR Donnelley
Dedicated XBRL Team
Taxonomy migration
support
Connection to source
system
Content management
system
Consulting services
Included as stated in the
statement of work
Available
Available
29

Detail Tagging Execution
Resources
• All hands on deck
• Utilize SEC/External reporting, accounting/internal reporting and RRD
• Prepare Investor Relations and other stakeholders
• Secure support of subject matter experts for detail tagged Notes
• One client had 30+ reviewers on a single note
• Determine if additional resources are required based on time estimates and conflicts
with production/other internal schedules
Review/Validation
• Verify all data is tagged
• Rendering can be significantly different than HTML presentation
• SMEs review detail tagged Notes
• Test file a few times due to technical complexity
• Use RRD Viewer/SEC Previewer for reviews
• Limit late changes to disclosures
• Establish internal “pencil’s down” protocol
• Secure support of CFO and general counsel
30

Executing – Ways To Get Started
Mapping/Pre-Tagging
• Company aligns statements/Notes/Schedules to US GAAP taxonomy
• US GAAP tags are identified; extensions are noted
• Provide information to drive tagging (internal) or help Provider (external)
Competitor/Peer Review
• Use SEC Viewer, or another XBRL Viewer, to access tag details
• Assess tag validity to company data
• Provide information to drive tagging (internal) or help Provider (external)
Full Service First Pass
• RRD coordinates tagging team taking first pass at data
• Company reviews and assesses tag quality
• Spread tagging/review out to ease review pain/volume
31

2011 US GAAP Taxonomy (UGT) Update
• SEC started supporting 2011 UGT for EDGAR submissions starting on 2/28
• Issuers can use 2009 or 2011 UGT for future XBRL filings; no mandated
timeline an issuer must migrate to the 2011 UGT
• “Open Ended” - SEC removed requirements for issuers to file with 2011 UGT
for any submission with one or more periods ending on or after 7/15/2011
• SEC fully expects it will take time for issuers to migrate to new taxonomy
• From the SEC’s website at:
http://www.sec.gov/info/edgar/edgartaxonomies.shtml
“The SEC staff strongly encourages companies to use the most recent version of the US GAAP
taxonomy release for their Interactive Data submissions to take advantage of the most up to
date tags related to new accounting standards and other improvements. However, due to the
timing of the release of the US GAAP 2011 taxonomy in conjunction with the phase-in of the
Rule, companies will be permitted to continue to use the US GAAP 2009 taxonomy.”
32

2011 US GAAP Taxonomy Overview Versus 2009
• 3,220 changes to standard element definitions
• 2,273 new standard elements available
• Decrease in the number of axis tags
• Over 1,000 changes to standard labels
• 747 deprecated elements (elements no longer available) due to:
• Redundancy
• New accounting standards updates
• Taxonomy modeling changes
• Error in creation (i.e. wrong attribute, duplicates, or incorrect)
• Updated for accounting standards since 2009 Taxonomy and effective for periods
ending after December 15, 2010
• Converted accounting policy elements from string item to text block item type
• Data type, period type and item type changes
• Updated modeling for taxonomy structure
• Authoritative references updated for FASB codification
• Consistency of label name for text block elements that correspond to SEC tagging
rules for Levels 1-3
• Level 1 – [Text Block]
• Level 2 – [Policy Text Block]
• Level 3 – [Table Text Block]
33

Converting from 2009 to 2011 UGT
• Resource planning and timing is important
• Comprehensive review required to justify extension tags
• Automatable
• Check for deprecated items
• Check for extension tag XML names that match US GAAP XML name
• Not Automatable
• Extension tags to new US GAAP tags
• Primary Conversion Steps
• Technical conversion of files
• Extension taxonomy changes related to tag selection
• Extension taxonomy changes related to technical clean-up/true-up
34

Detail Tagging Action Plan
• Continue finalizing
tagging template
• Review US GAAP 2011
Taxonomy
• Update template for
forthcoming 3/31
changes
• Begin conversion to
2011 taxonomy
• Review peer/competitor
filings
• Begin/finalize
conversion to 2011
taxonomy
• Test file to SEC
• Post-mortem to plan for
6/30 filing
• Initiate 6/30 template rollforward
• Finalize tag changes and
content
• Review latest guidance
from SEC
• Live file to SEC
• Decide on self vs. fullservice
tagging
• Finalize key resources
• Establish project plan
with goals/objectives
and timeline
• Review US GAAP 2011
Taxonomy
• Create initial tagging
template based on
3/31/2011 filing
• Exclusively focus on
and use 2011 taxonomy
• Review peer/competitor
filings
• Initiate 6/30 template rollforward
• Finalize tag changes and
content
• Review latest guidance
from SEC
• Live file to SEC
35

XBRL Process Overview
Consolidated
Data
ERP, Legacy, Sales, etc
Review,
Approve and
Send
2
4
Customer
Service
XBRL
Team
XBRL Viewer/Proofs
EDGAR Content
1
Review/Approve
XBRL
Client Processing
Customer Service
2
Content Review
Convert Client Data
to EDGAR HTML
3
1
2
3
4
Client creates, reviews, approves
and sends EDGAR content
HTML proof created, reviewed and
sent back to client for review
XBRL files reviewed by XBRL Team
Client is notified by CS that XBRL proofs
are available for review
Convert HTML into XBRL
Content Creation
36

Filing Season Process
Can occur weeks before quarter close
37

Keys to Success
• Get started as soon as possible
• Start early and spread tagging review across a number of weeks
• Begin initial review focus on easier notes to breed familiarity and
build confidence
• Establishing agreed-upon turn times for edits
• Create filing season deliverable calendar
• Two-way communication through-out entire process
• Provide clear, concise comments/edit requests
• “Final Mile”
• Last minute changes, depending on complexity, can put desired filing
day/time at risk
• Avoid end of filing season 5-5:30 PM ET live filing “log-jams”
38

Final Thoughts
No Rest For the XBRL Team
• Year 1 bleeds immediately into Year 2
There is No “Too Soon” in XBRL
• Begin working on new disclosures/schedules as soon as known
• Review and update for new taxonomies (i.e., 2011 US GAAP Taxonomy) as soon as
supported by SEC EDGAR system
Continuity and Monitoring is Key
• Keep watchful eye on SEC and FASB
• Continuous improvement around internal process
We’re Here to Help
• From a self-service recommendation to taxonomy build-out/consulting to full service
tagging, we have you covered!
39

RR Donnelley’s XBRL Resources
• RR Donnelley’s Publications for XBRL
• http://fsgmarketing.rrd.com/mk/get/RR_DONNELLEY_THOUGHT_LEADERSHIP_P
UBLICATIONS_FSG
• RR Donnelley’s XBRL Webcast Replays
• http://financial.rrd.com/wwwFinancial/Resources/Events/ArchivedEventsandTranscri
pts_2010.asp
• RR Donnelley’s XBRL Education Center
• http://www.rrdonnelley.com/financial/Resources/Library/XBRL/1933and1934ActCom
panies/EducationCenter.asp
• RR Donnelley’s Viewer / SEC Rendering of all XBRL filings
• https://xbrlviewer.bowne.com/
Check out RR Donnelley’s website for
great XBRL-related information!
40

RR Donnelley Deep Dive XBRL Webcast Series
All webcasts will be held at 2:00 pm ET
Date
Tuesday 3/29
Wednesday 3/30
Thursday 3/31
Tuesday 4/5
Wednesday 4/6
Thursday 4/7
Tuesday 4/12
Wednesday 4/13
Thursday 4/14
Title
Year 1 XBRL Filing Requirements: Representation of Core Financial
Statements, Text Block Footnotes and Document and Entity Information
(DEI)
Year 2 XBRL Filing Requirements: Representation of Footnotes:
Significant Accounting Policies, Tables and Numerical Values
Element Selection and other Important SEC Guidance
Overview of Taxonomy, Navigation Techniques and Element Properties
2011 Taxonomy Update - What you need to know featuring Microsoft
XBRL Dimensions 101: Shareholders Equity Statement Representation
XBRL Dimensions 102: Using Dimensions in Detailed
Footnotes
Signage of Numbers, Negated Labels and Balance Types
XBRL Rendering and Rules: How Do You Trust The Bar Codes?
41

Questions
To register for our upcoming webcasts, please visit:
Financial.rrd.com > Resources & Tools > Events > Education Seminars
42

Thank You!