FINANCIAL

M E R R I L L C O R P O R A T I O N

A Study of the Securities and Exchange Commission (SEC)’sXBRL Voluntary Filers Based on an Extensive Survey

FINANCIALREPORTINGTHE XBRL WAY:LESSONS FROM THEVOLUNTARY FILERS

XBRL, or eXtensible Business Reporting Language, is moving forward to become the finan-

cial reporting standard, with more SEC encouragement, or even a mandate, likely in 2008.

A review of the U.S. Securities Exchange Commissions’ Interactive Financial Report Viewer

(IFRV) Web site finds a total of 219 filings by 53 companies2 representing over $2 trillion

in combined market capitalization3. This is a significant leap forward from the initial 17

companies who joined the SEC’s test group in 2006.4 Shortly, the number of filers could

increase exponentially. All public companies now need to prepare for XBRL. A good start-

ing point is to learn from the 53 companies now filing XBRL-tagged financials. Not only

are they innovators providing the necessary breeding ground for eventual universal adop-

tion, but their experiences are an important resource for any company beginning the path

to XBRL financial reporting.

This report, the second in a series on Financial Reporting the XBRL Way5, was developed from

responses to a recent survey completed by select participants in the SEC’s XBRL Voluntary

Filing Program (VFP). They are a cross-section of filers including numerous Fortune 100 com-

panies with complex financial reporting requirements. Our survey provides a window into the

inner workings of their XBRL programs covering an array of questions, including: why they

joined the VFP; how they got started; what options are available and what’s involved, to name

a few. Their answers are essential to all newcomers as they examine the realities of implement-

ing an XBRL program.

XBRL and the SEC: A background

The SEC announced its entry into the world of interactive data on July 22, 2004 to determine

the benefits and costs of establishing XBRL as a financial reporting standard6. Following on

the heels of this announcement was the creation of the XBRL VFP in March 2005. Although

only a handful of companies signed up initially, the SEC bolstered support for XBRL and

enticed companies with targeted incentives, including: “expedited reviews of registration

statements under the Securities Act of 1933 that the staff has selected for review. For well-

known seasoned issuers, the Division of Corporation Finance staff… will notify each well-

known seasoned issuer volunteer whether it will select the volunteer’s Form 10-K for review

A Study of the Securities and Exchange Commission (SEC)’sXBRL Voluntary Filers1 Based on an Extensive Survey

This report was devel-oped from responses to a recent survey completed by selectparticipants in theSEC’s XBRL VoluntaryFiling Program (VFP),including numerousFortune 100 companieswith complex financialreporting requirements.

1 The Survey was conducted between June 8 and August 22, 2007 via e-mail and telephone interview bySandpiper Partners LLC and was sponsored by Merrill Corporation. As of October 17, 2007 the surveyrespondents had a market cap of $1.8 trillion.

2 As reported on September 26, 2007. The SEC’s IFRV can be found at: http://216.241.101.197/viewer.3 U.S. Securities & Exchange Commission, Market Cap of ‘Interactive Data’ Filers Tops $2 Trillion, 20

September 2007, www.sec.gov/news/press/2007/2007-191.htm.4 U.S. Securities & Exchange Commission, 17 Companies Join SEC Pilot Program to Use ‘Interactive Data’

in Financial Reports, 29 March 2006, www.sec.gov/news/press/2006-43.htm.5 The inaugural white paper, Financial Reporting the XBRL Way: Top Ten Action Steps, New Ways to Enhance

Your Financial Reporting, issued by Merrill Corporation, provides a roadmap to understanding and imple-menting an XBRL filing program.

6 U.S. Securities & Exchange Commission, SEC Announces Initiative to Assess Benefits of Tagged Data inCommission Filing, 22 July 2004, www.sec.gov/news/press/2004-97.htm.

1

within 30 days after filing and will undertake to provide any comments on that filing within

45-60 days of filing.”7 Acknowledging that incentives alone would not build critical mass, the

SEC offered other enticements including the IFRV, a Web application which allows analysts

and investors the opportunity to view, analyze and compare a company’s XBRL filings.

The SEC is now taking even greater action, moving forward with a mandate program. At a

September 25, 20078 news conference, Chairman Christopher Cox outlined a new agenda

for XBRL’s implementation. He has asked the staff of seven different offices at the SEC to

finalize a recommendation to the Commission on how to deliver maximum benefits of

tagged data to investors. They are to focus on making financial reporting better and more

useful to investors and improve the capital markets, key elements of the SEC’s mission.

Their recommendation will then be formally considered in the spring of 2008. If it follows

traditional rulemaking timelines, a final rule providing for the implementation of XBRL

could be available by fall 2008.

Why get involved

Survey results show that VFP participants embraced XBRL-tagging in an early stage of its

development for a variety of reasons. Their insight into participation is useful to companies

who remain undecided. Some companies noted that incentives offered by the SEC were

important in choosing to join the VFP. Many more were propelled by the possibility of

an SEC mandate, concluding that it was easier to institute an XBRL program without the

pressures and time constraints created by such a mandate. Voluntary participation allowed

them to learn and test interactive data in their own time frame and in their own way. One

responder commented, “Based on the SEC discussions, it appears that it is a matter of when,

not if, the SEC will require companies to file financial statements using XBRL... companies

certainly benefit from being at the front end of this new technology and fully understanding

its capabilities.” Based on this and other responses, it is clear that the impending SEC

mandate had a powerful effect.

Companies also recognized the inherent benefits of supporting the SEC in its endeavors. One

participant noted, “It made good business sense to help regulators like the SEC accomplish

their mission.” They also saw participation as access to the proverbial ear of the SEC – by

offering their opinions, they might have greater influence over the policies and practices

that would one day dictate financial reporting. Lastly, companies believed in the benefits of

this new technology and its ability to bring financial reporting into the new century. One

responder commented that making documents smarter went to the heart of its mission as

a technology and information company.

FINANCIALREPORTINGTHE XBRL WAY

7 U.S. Securities & Exchange Commission, SEC Offers Incentives for Companies to File Financial Reportswith Interactive Data, 11 Jan 2006, http://www.sec.gov/news/press/2006-7.htm.

8 The SEC’s September 25, 2007 News Conference can be found on their site athttp://www.sec.gov/news/otherwebcasts.shtml.

Figure 1:

XBRL Filers

Below is a sampling of the

scores of current companies

filing XBRL-tagged financials

with the SEC:

� 3M Company

� Adobe Systems Incorporated

� Anadarko PetroleumCorporation

� Bristol-Myers SquibbCompany

� Comcast Corp.

� The Dow Chemical Company

� Dupont E. I. de Nemours and Company

� EMC Corporation

� Ford Motor Company

� General Electric Company

� International BusinessMachines Corp.

� Lockheed Martin Corp.

� Microsoft Corporation

� NYSE Euronext

� PepsiCo, Inc.

� Pfizer, Inc.

� Qualcomm Inc.

� South Financial Group, Inc.

� United TechnologiesCorporation

� Xerox Corporation

Source: http://216.241.101.197/viewer

2

How they started

When venturing into new technology, the first step for a company is familiarizing itself with

the basics. All survey participants began by educating themselves on XBRL through research

on the Internet, attendance at conferences and seminars, and demonstrations by vendor

companies. Directors and managers in the financial reporting department or the controller’s

division conducted and oversaw the information gathering. These knowledge-building activi-

ties provided answers to important “first-step” questions such as what to tag, who will tag,

what to use when tagging or when to submit tagged financials. Important resources also

included the SEC’s Spotlight on Interactive Data, www.sec.gov/spotlight/xbrl.htm, XBRL

International’s site, www.xbrl.org, and XBRL US, Inc.’s site, www.xbrl.org/us/.

The question of “who will tag” was critical. The survey reveals

benefits and drawbacks to both in-house and outsourced

solutions, depending on the company and its resources.

According to the responders, 60% of companies outsourced

all or part of their XBRL tagging (47% outsourced their XBRL

tagging while 40% handled it in-house and 13% used a

combination of the two). Participants who outsourced the

XBRL-tagging process listed the following decision-making

factors: cost, resource concerns, difficulty with in-house

solutions, current use of outsourcing in financial reporting

and special offers made by external reporting vendors. One

responder who eventually relied on outsourcing explained:

“The technology available for an in-house solution did not

seem easy to use. Most of the offerings were geared towards

technical (IT) type people versus accountants. I looked at

various offerings while at an XBRL conference and narrowed

down the choices to two solutions, ultimately deciding on

the [outsourced option] that was the easiest to use from an

accountant’s perspective.”

While survey participants cited numerous and varied reasons

for choosing outsourced solutions, the driving force behind

an in-house solution was the value of acquiring hands-on

XBRL knowledge. Most companies in this category already had the technological resources to

institute effectively an in-house approach. For example, one technology company already

had skills in XML (a parent language to XBRL called eXtensible Markup Language) and saw

the XBRL voluntary program as a unique opportunity to develop an emerging technology

and evaluate new marketplace possibilities. Interestingly, only one company pointed to cost

concerns as a reason to in-house XBRL-tagging. If outsourcing were necessary, it would not

have been interested in an XBRL program.

Figure 2:

Who is Responsible for Implementing XBRL?The following is a list of some of the departments and personnel

that have worked on and instituted XBRL projects on behalf of the

voluntary filers.

Departments Personnel

Office of Chief Accounting Director of Accounting Policy

Controller’s Division Manager of External Reporting

Information Technology Group SEC Reporting Manager

External Reporting Controller

Financial Reporting Director of Special Projects

Finance Department Information Technology Manager

Corporate Accounting Vice President of Corporate Governance

Global Platforms and Operations Manager of Financial Reporting

Financial Statements Senior Accounting Analyst

Accounting Policy Manager of Financial Statementsand Consolidation

Investor Relations Senior Assistant General Counsel and Assistant Secretary

Corporate Secretary Financial Reporting Specialist

Office of Chief Information Officer Information Technology Architect

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The in-house option

Companies that chose in-house approaches were faced with selecting the right software for

taxonomy creation, instance document creation and XBRL validation. Survey results show

that the most popular XBRL software programs were Rivet’s DragonTag and Fujitsu’s

Interstage XWand. DragonTag and Interstage XWand users reported an average learning

period of about 4 to 8 hours with a user friendly score of 2 on a scale of 1-5, with 1 being

easy and 5 being difficult. One responder used UBmatrix and reported a one week learning

period with a user-friendly score of 3.

With their choice of software, they began the tagging process by comparing consolidated

statements (income, cash flow, balance sheet and shareholder equity) to the appropriate

industry GAAP taxonomy and mapping each line item in those financials to the individual

taxonomy definitions. Once the mapping process was reviewed, companies could determine

whether extension definitions were necessary. All participants identified line items in their

financials that did not have an exact equivalent in the corresponding XBRL industry taxono-

my (a term used to describe the system or dictionary which contains and organizes all of the

tags used to mark up a financial statement). The extensibility of XBRL allows for company-

specific definitions to be created, in effect extending the taxonomy. Survey respondents

reported creating from 15 to 50 extensions. Current consensus among the marketplace sets

the average at 20 extensions.

Drilling down into the XBRL-tagging process steps captured in Figure 3, it is interesting to

note that on average they were rated equal in terms of difficulty. However, three steps

required the most time: a) mapping consolidated statements to the appropriate taxonomy;

b) creation and review of the required extension definitions; and c) validation. While the

majority felt that no improvements were needed in these processes, a minority were looking

for better and more refined taxonomies, automation of the

mapping process, search capability within the taxonomy and

more guidance on when to create extension definitions.

Survey respondents echoed a popular theme in XBRL imple-

mentation: most of the effort occurs in the initial mapping in

the first year. For subsequent filings, companies only have to

update the XBRL mapping process if there are changes to the

chart of accounts associated with the tagged statements.

FINANCIALREPORTINGTHE XBRL WAY

Figure 3:

Breaking Down the In-house ExperienceRankings are based on a scale of 1 to 5, where 1 is easy and 5

is difficult

Difficulty Hours for Ranking Completion

Understanding XBRL 3 37

Mapping consolidated statements to the appropriate taxonomy 3 59

Review of the mapping process 3 34

Creation and review of the requiredextension definitions 3 38

Validation 3 51

(The numbers reported are rounded averages based on rankings and hours provided by participants in Merrill’s XBRL Survey)

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The outsourcing option

Most polled filers decided to outsource XBRL-tagging. The hallmark of the outsourced experi-

ence was ease of use, lower costs and reduced company man hours. Companies who worked

with vendors to set-up tagging programs spent an average of 60 hours, compared to 220+

hours for the average in-house approach. Once set-up was complete, outsourcing further

reduced a company’s time commitment. Respondents noted that subsequent filings require

an average 10 hours per quarter, another indication of the relative ease of outsourcing an

XBRL program.

While most companies touted the benefits of outsourcing, they also recognized that difficul-

ties can occur in any learning process. At times, their accountants and finance personnel

found it challenging to understand the intricacies of XBRL. One reporting manager noted

that it was difficult for accountants to understand what XBRL was about and their role in

its development. In addition, many vendors were experimenting with new solutions.

One survey participant noted that its vendor had difficulty when it came to tagging the

company’s stockholder equity section. While minor problems did occur, the survey showed

that 12.5% of the companies that outsourced XBRL services were very satisfied, 75% were

satisfied, and 12.5% were reasonably satisfied. These high marks are encouraging for an

industry solution in its infancy.

Validation process

XBRL-tagged financials must be validated to ensure the quality of data – without this step,

filers cannot be sure that their financial data is being presented accurately and reliably to the

SEC or the investing community. Yet until recently, validation was not given requisite atten-

tion. At the 14th XBRL International Conference held December 2006, a presentation alerted

the XBRL community to this potential Pandora’s Box. The presenter, Kuo-hua Chou, found

fifty-two inconsistent XBRL instances out of ninety-three.9 The inconsistencies originated

from calculation errors and brought significant attention to the issue of validation.

Conversely, our results show that 75% of companies surveyed do not consider validation a

problem. This revelation is based on a common perception among survey respondents that

XBRL is still in its developmental stages. Companies acknowledge that vendors and software

designers are continually improving the services and products they provide. One noted,

“We don’t have many validation issues. We had a few in the beginning as the version of the

software being used was a beta version. However, after the first, perhaps second filing, we

have not had any more validation issues.” Another surveyed company that appeared in

the presentation and article addressed its validation concerns with its vendor. However, it

was satisfied with the explanation provided and no longer views this as an alarming issue.

Interestingly, Chou’s academic paper did find numerous prominent companies that have

consistently submitted XBRL-tagged financials without validation errors or inconsistencies.

Figure 4:

Outsourcing: Whatare Filers Learning?

The following are some of

the overall assessments we

received from survey partici-

pants with regard to their

outsourcing experiences:

“Everyone was very helpful

whether it was our vendor

or the SEC.”

“Very satisfied. The vendor

spent time walking through

how the process worked and

had a finance background

himself, so he could commu-

nicate effectively regarding

the tagging of financials.”

“It was a learning experience

for the vendor and our

company.”

9 Kuo-hua Chou, How Valid are They? –An Examination of XBRL Filing Documents with the SEC EDGARsystem, Presented at the 14th XBRL International Conference, 4 December 2006, Philadelphia PA, pres-entation and paper can be found at the following web addresses: www.xbrl.org/philadelphia%20presentations/ACD03%20How%20Valid%20Are%20They_20061205.pptwww.xbrl.org/philadelphia%20presentations/ACD03%20HowValidAreThey_final_20061129.pdf

5

Internal reporting with XBRL

The SEC has spotlighted XBRL’s role in the external reporting process, however, it also has the

potential to bring greater efficiency and consistency to a company’s internal reporting systems.

These benefits are less well known and are viewed skeptically by many companies. When

questioned, 54% of survey participants were aware of the benefits of tagging financials further

upstream, yet the overwhelming majority saw XBRL as just an external tagging process. Only

one company is currently creating a new group responsible for institutionalizing XBRL in its

finance and corporate departments. Respondents explained their lack of interest in internal

XBRL reporting in several ways: the technology hasn’t progressed enough; costs and difficul-

ties are too high; value of tagging upstream has yet to be proven; and management is not easi-

ly convinced of its justification. Over the next few years as companies become increasingly

comfortable with the technology and financial management system vendors begin to offer

expanded XBRL capabilities, the internal benefits of XBRL will get more attention.

Marketplace reactions

The SEC has tried to muster shareholders, investors and analysts in support of XBRL provid-

ing Web-based tools such as IFRV and other initiatives to spotlight the possibilities and bene-

fits of XBRL-tagged data. However, the investment community has been slow to take notice.

Many VFP participants have highlighted their XBRL programs in press releases and on their

Web sites. However, polled companies noted limited response, with 64% reporting no reac-

tion and 22% receiving very little attention. Only one company noted concrete feedback.

Their investors and shareholders commended the company’s mission to be innovative and at

the forefront of technology. This apparent disinterest could be a natural reaction to new tech-

nology, which is often viewed skeptically until proven. Additionally, the benefits of XBRL

tagging may not have trickled down to the user level. As adoption becomes widespread,

investors and analysts will better understand the effect it can have on their daily operations.

Conclusions

The voluntary filers provide a “first look” perspective into the realities of implementing XBRL

in the corporate setting. All survey respondents were satisfied with the financial and time

commitments required by their programs regardless of whether they used an in-house or out-

sourced solution. They did not encounter exceptionally high costs or strains on resources.

These filers have shown that XBRL-tagged financials can be filed with relative ease.

This survey feedback confirms the views of the SEC and other supporters that enhanced data

can be provided to the financial sector without significant burdens for filers. Chairman Cox

has suggested in numerous speeches that XBRL will revolutionize the way financial informa-

tion is reported. With his support and the power of the SEC behind him, XBRL will continue

its slow but forward progression as a financial reporting standard offering greater efficiency

and consistency to finance and accounting departments as well as a platform for extracting

comparative data.

FINANCIALREPORTINGTHE XBRL WAY

XBRL Glossary

XBRL (eXtensible Business Reporting Language) is a form of XML designed specificallyfor the financial industry to increase efficiency, productivity and transparency in finan-cial reporting.

Tags (markup language) are like bar codes used to markup and define data. In XBRLthese tags can identify, describe and provide contextual information for each piece ofinformation. These tags can be understood by a range of software applications allowingdata to interface with databases, financial reporting systems and spreadsheets.

Taxonomy is a system or dictionary of all the tags used to mark up a financial state-ment. Currently XBRL International, the SEC and other organizations are funding the building of standardized taxonomies for the different industries and categories in the United States. They are organized under the broad title of U.S.-GAAP/FRIS (U.S.Generally Accepted Accounting Principles/Financial Reporting Instance Standards).

Instance Document is a document where financial data has been tagged usingXBRL taxonomies.

Mapping Process is the process whereby line items from consolidated financial state-ments are matched up to their individual taxonomy definitions.

Extensions are XBRL tags created during the mapping process to accommodate companyspecific definitions that do not appear in the standard taxonomy.

Validation is an important step in the production of XBRL tagged financials where theinstance document is reconciled against its respective taxonomy and all calculations are verified for accuracy.

Interactive Financial Report Viewer (IFRV) is a Web application developed by the SECwhich allows investors to analyze company’s XBRL filings.

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