1 SEC Staff Briefing on SEC Staff Briefing on Interactive Data Interactive Data David M. Blaszkowsky, Director, Office of Interactive Disclosure XBRL Switzerland Zurich 23 June 2009
Blaszkowsky
Dec 13, 2014
Presentation by David Blaszkowsky at the XBRL CH workshop of 22 June 2009 in Zürich, Switzerland.
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SEC Staff Briefing on SEC Staff Briefing on Interactive DataInteractive Data
David M. Blaszkowsky,
Director, Office of Interactive Disclosure
XBRL Switzerland
Zurich
23 June 2009
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DisclaimerDisclaimer
As a matter of policy, the Securities and Exchange Commission disclaims responsibility for the private statements of SEC employees. The views I am expressing today are solely my own, and do not reflect the views of the Commission, the Commissioners, or of any employees other than myself.
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SEC Staff Briefing on SEC Staff Briefing on Interactive DataInteractive Data
David M. Blaszkowsky,
Director, Office of Interactive Disclosure
XBRL Switzerland
Zurich
23 June 2009
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Why is Interactive Data Important for Why is Interactive Data Important for Company Information?Company Information?
Filers/Corporations Process improvements and
savings
Easier/Faster compliance
Better business analysis
Better communication, visibility to investors Especially for mid/small-
caps, markets
Buy-side “Faster, cheaper, better”
As-reported, and complete
No introduced errors
More useful: Easier to ID, import, transform, analyze, apply “hi-tech” functionality
Higher analysis productivity
Improved comparability, especially globally
Improved Market Efficiency
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““Interactive Data” Add Structure and Interactive Data” Add Structure and Meaning to Financial DisclosuresMeaning to Financial Disclosures
Δ’s
US-GAAP: List of Tags
B-S
P&L
(Plus Footnotes)
Mapping
Label: Short Term AssetsTag: ShortTermAssetsMetadata: - Currency
- Year- Amount- Scenario- Value
Tagging
OR: an “Extension”
Standard Tag
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What is Different Because of Interactive What is Different Because of Interactive Data?Data?
CorporateFinancial / Business Reporting
System
SEC Filings
InteractiveData
TradingModels
InvestmentAnalysis
StrategicAnalysis
Spreadsheets
Uses
SEC Filings
Document Format
• Download• Print• Transcribe
HTML &ASCII
= Tagged Data
Interactive Data Format“Instance Document”
Organizing Principles• Company• Document (Type)• Reporting Measure• Data Series• Filer Demographic• …
Traditional
Emerging
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What Will Be RequiredWhat Will Be Required
Content: Primary financial statements Notes Financial statement schedules. Certain company identifier information
Forms Periodic Reports Transition Reports Reports on Forms 8-K and 6-K that contain updated or revised
versions of financial statements that appeared in a periodic report Securities Act registration statements
Interactive data requirements would supplement, not replace, disclosures using HTML or ASCII
“Disclosure Neutrality” Must be posted to the Filer’s website, if it has one, at the same time it is
provided to the SEC
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•“Face Financial Statements” • “Block Tagged” Footnotes & Schedules:
“Detail Tagged” Footnotes & Schedules:
Filer Group Financial Quarters Ending On/After 15 June
Domestic/Foreign Large
Accelerated Filers Using US GAAP
• Public Float >$5 billion 20092009 20102010• All other Large/Accelerated
Filers 20102010 20112011
All other Filers in US GAAP
(including smaller reporting companies)
20112011 20122012
All Issuers using IFRS as published by the IASB 20112011 20122012
Phase-in SchedulePhase-in Schedule
What?
Who?
30 day grace period, from the filing date of the related report, for the initial submission of interactive data exhibit
30 day grace period, from the filing date of the related report, for the initial submission of interactive data exhibit
Year 1 Year 2
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Data reliability and non-complianceData reliability and non-compliance
Data in the interactive data file submitted will be subject to a limited liability
Limited liability provision phase-out:
Over a two-year period for each company.
Provision would terminate completely on October 31, 2014.
Interactive data files will be excluded from the officer certification requirements under the Exchange Act rules
No requirement of auditor assurance on their interactive data exhibits
Filers that do not provide or post required interactive data on the date required will be deemed not current with their Exchange Act reports
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What Can Financial Reporting What Can Financial Reporting Professionals Do?Professionals Do?
Use publicly available resources to get smart on interactive data E.g.: http://www.xbrl.us (list of tags, preparer’s guide)
SEC details: Final Rule Text: http://sec.gov/info/edgar/edgarfm.2.10_d.htm EDGAR Filer Manual: http://sec.gov/info/edgar/edgarfm.2.10_d.htm SEC Interactive Data Previewer - https://ideapreview.sec.gov/previewer/
New: SEC webcasts, FAQs
Brief/Build the team: financial, legal, technical…
Watch for emerging “best practices”… or design them
Learn from products and services in the marketplace
Be aware that analysts and investors may start asking
Use it – try it out
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Interactive Data: Interactive Data: “News From the Front”“News From the Front”
Mandate started 15 June – How is it working? Early filings came in successfully
Many reviews completed, and feedback provided Companies can tag successfully
Modest cost, modest time Learning curve: widest problems are the most basic “Best practices” emerging Next–gen software, integrated tagging on the way Benefits of a large, comprehensive taxonomy
“User-side” awakening Investor applications emerging Investor interest becoiming keen
Lots of questions about “What’s Next”
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Learnings From Early FilersLearnings From Early Filers
Voluntary Filing Program is closed for most public filers
Public Companies can only submit required filings
VFP Only open for Article 6 and mutual funds
Extensions
Ensure the need for extensions
Recheck the taxonomy to make sure that a tag doesn’t already exist
Tags versus labels…
Labels: Make sure the labels match the traditional (HTML) document exactly
Labels can be extended without creating a new tag
“Sales” vs. “Turnover”: Same tag, different label
Use the pre-viewer to check!
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Learnings From Early Filers (2)Learnings From Early Filers (2)
Management Review
Senior management should have an opportunity to review
Even if outsourced, they are still your financials and tags
Rendering Aesthetics vs. Tagging Integrity
XBRL is about the integrity of the tags
Focus on the accuracy of the tags, not the aesthetics of the rendering
A few words on IFRS
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Learnings From Early Filers (3)Learnings From Early Filers (3)
Finally – Looking to make the Interactive Data roll-out interactive and
smooth
Look for SEC staff comments and FAQs
Public Interactive Data Seminar 10 June
Communicating with companies: web, phone, podcasts, “whatever”
Best practices will emerge, inevitable hiccups will be resolved
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Common Standard Will Allow Users to Common Standard Will Allow Users to Analyze Across Many DomainsAnalyze Across Many Domains
SEC Structured Data*
Form D(XML)
Ratings
Mutual FundRisk/Return
Companies/GAAP
Forms 3/4/5(XML)Corporate
Actions
Risk SocialResponsibility
Governance
Market XBRLTaxonomies
ExecutiveCompensation
Proxies
Asset-BackedSecurities
KPIs
