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Blaszkowsky

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This document summarizes a presentation given by David Blaszkowsky, Director of the SEC's Office of Interactive Disclosure, to XBRL Switzerland on June 23, 2009. It discusses the importance of interactive data for financial disclosures, what will be required in terms of content and filers, and the phase-in schedule. It also covers learnings from early interactive data filers, common issues, and next steps for the SEC in implementing the new requirements. The overall goal is to provide more structured financial information to investors through interactive data tagging of SEC filings.

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SEC Staff Briefing on Interactive Data David M. Blaszkowsky, Director, Office of Interactive Disclosure XBRL Switzerland Zurich 23 June 2009 1
Disclaimer 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. 2
SEC Staff Briefing on Interactive Data David M. Blaszkowsky, Director, Office of Interactive Disclosure XBRL Switzerland Zurich 23 June 2009 3
Why is Interactive Data Important for Company Information? Filers/Corporations Buy-side y Process improvements and y Faster, cheaper, better savings y As-reported, and complete y Easier/Faster compliance y No introduced errors y Better business analysis y More useful: Easier to ID, import, y Better communication, transform, analyze, apply hi- visibility to investors tech functionality x Especially for mid/small- y Higher analysis productivity caps, markets y Improved comparability, especially globally Improved Market Efficiency 4
Interactive Data Add Structure and Meaning to Financial Disclosures P&L Mapping Tagging B-S US-GAAP: Standard Tag List of Tags Label: Short Term Assets Tag: ShortTermAssets Metadata: - Currency (Plus - Year Footnotes) - Amount s - Scenario - Value OR: an Extension 5
What is Different Because of Interactive Data? SEC Filings Uses Interactive Data Format Strategic Interactive Instance Document Analysis Data Organizing Principles Company Document (Type) Investment Emerging Reporting Measure Analysis Data Series Filer Demographic Trading Corporate Models Financial / Business SEC Filings Reporting HTML & Spreadsheets System ASCII Document Format Download Traditional Print Transcribe = Tagged Data 6
What Will Be Required y Content: x Primary financial statements x Notes x Financial statement schedules. x Certain company identifier information y Forms x Periodic Reports x Transition Reports x Reports on Forms 8-K and 6-K that contain updated or revised versions of financial statements that appeared in a periodic report x Securities Act registration statements y Interactive data requirements would supplement, not replace, disclosures using HTML or ASCII y Disclosure Neutrality y Must be posted to the Filers website, if it has one, at the same time it is provided to the SEC 7
Phase-in Schedule What? Year 1 Year 2 ≒Face Financial Statements Detail Tagged Footnotes Who? Block Tagged Footnotes & Schedules: & Schedules: Filer Group Financial Quarters Ending On/After 15 June Domestic/Foreign Large Accelerated Filers Using US GAAP Public Float >$5 billion 2009 2010 All other Large/Accelerated Filers 2010 2011 All other Filers in US GAAP (including smaller reporting 2011 2012 companies) All Issuers using IFRS as published by the IASB 2011 2012 30 day grace period, from the filing date of the related report, for the initial submission of interactive data exhibit 8
Data reliability and non-compliance y Data in the interactive data file submitted will be subject to a limited liability y Limited liability provision phase-out: x Over a two-year period for each company. x Provision would terminate completely on October 31, 2014. y Interactive data files will be excluded from the officer certification requirements under the Exchange Act rules y No requirement of auditor assurance on their interactive data exhibits y Filers that do not provide or post required interactive data on the date required will be deemed not current with their Exchange Act reports 9
What Can Financial Reporting Professionals Do? y Use publicly available resources to get smart on interactive data x E.g.: http://www.xbrl.us (list of tags, preparers guide) y SEC details: x Final Rule Text: http://sec.gov/info/edgar/edgarfm.2.10_d.htm x EDGAR Filer Manual: http://sec.gov/info/edgar/edgarfm.2.10_d.htm x SEC Interactive Data Previewer - https://ideapreview.sec.gov/previewer/ x New: SEC webcasts, FAQs y Brief/Build the team: financial, legal, technical y Watch for emerging best practices or design them y Learn from products and services in the marketplace y Be aware that analysts and investors may start asking y Use it try it out 10
Interactive Data: News From the Front Mandate started 15 June How is it working? y Early filings came in successfully xMany reviews completed, and feedback provided y Companies can tag successfully x Modest cost, modest time x Learning curve: widest problems are the most basic x Best practices emerging x Nextgen software, integrated tagging on the way x Benefits of a large, comprehensive taxonomy y User-side awakening x Investor applications emerging x Investor interest becoiming keen y Lots of questions about Whats Next 11
Learnings From Early Filers y Voluntary Filing Program is closed for most public filers x Public Companies can only submit required filings x VFP Only open for Article 6 and mutual funds y Extensions x Ensure the need for extensions x Recheck the taxonomy to make sure that a tag doesnt already exist x Tags versus labels y Labels: Make sure the labels match the traditional (HTML) document exactly x Labels can be extended without creating a new tag x Sales vs. Turnover: Same tag, different label x Use the pre-viewer to check! 12
Learnings From Early Filers (2) y Management Review x Senior management should have an opportunity to review x Even if outsourced, they are still your financials and tags y Rendering Aesthetics vs. Tagging Integrity x XBRL is about the integrity of the tags x Focus on the accuracy of the tags, not the aesthetics of the rendering y A few words on IFRS 13
Learnings From Early Filers (3) Finally y Looking to make the Interactive Data roll-out interactive and smooth x Look for SEC staff comments and FAQs x Public Interactive Data Seminar 10 June x Communicating with companies: web, phone, podcasts, whatever x Best practices will emerge, inevitable hiccups will be resolved x Ask-OID@sec.gov 14
Common Standard Will Allow Users to Analyze Across Many Domains Market XBRL Risk Social Taxonomies Responsibility SEC Structured Data* Governance Mutual Fund Companies/ Risk/Return GAAP Forms 3/4/5 Proxies Ratings Corporate (XML) Actions Form D (XML) Asset-Backed Securities Executive Compensation KPIs 15
Thank You Contact Information for Questions y Ask-OID@sec.gov y blaszkowskyd@sec.gov y 202-551-5359 16

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Blaszkowsky

  • 1. SEC Staff Briefing on Interactive Data David M. Blaszkowsky, Director, Office of Interactive Disclosure XBRL Switzerland Zurich 23 June 2009 1
  • 2. Disclaimer 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. 2
  • 3. SEC Staff Briefing on Interactive Data David M. Blaszkowsky, Director, Office of Interactive Disclosure XBRL Switzerland Zurich 23 June 2009 3
  • 4. Why is Interactive Data Important for Company Information? Filers/Corporations Buy-side y Process improvements and y Faster, cheaper, better savings y As-reported, and complete y Easier/Faster compliance y No introduced errors y Better business analysis y More useful: Easier to ID, import, y Better communication, transform, analyze, apply hi- visibility to investors tech functionality x Especially for mid/small- y Higher analysis productivity caps, markets y Improved comparability, especially globally Improved Market Efficiency 4
  • 5. Interactive Data Add Structure and Meaning to Financial Disclosures P&L Mapping Tagging B-S US-GAAP: Standard Tag List of Tags Label: Short Term Assets Tag: ShortTermAssets Metadata: - Currency (Plus - Year Footnotes) - Amount s - Scenario - Value OR: an Extension 5
  • 6. What is Different Because of Interactive Data? SEC Filings Uses Interactive Data Format Strategic Interactive Instance Document Analysis Data Organizing Principles Company Document (Type) Investment Emerging Reporting Measure Analysis Data Series Filer Demographic Trading Corporate Models Financial / Business SEC Filings Reporting HTML & Spreadsheets System ASCII Document Format Download Traditional Print Transcribe = Tagged Data 6
  • 7. What Will Be Required y Content: x Primary financial statements x Notes x Financial statement schedules. x Certain company identifier information y Forms x Periodic Reports x Transition Reports x Reports on Forms 8-K and 6-K that contain updated or revised versions of financial statements that appeared in a periodic report x Securities Act registration statements y Interactive data requirements would supplement, not replace, disclosures using HTML or ASCII y Disclosure Neutrality y Must be posted to the Filers website, if it has one, at the same time it is provided to the SEC 7
  • 8. Phase-in Schedule What? Year 1 Year 2 ≒Face Financial Statements Detail Tagged Footnotes Who? Block Tagged Footnotes & Schedules: & Schedules: Filer Group Financial Quarters Ending On/After 15 June Domestic/Foreign Large Accelerated Filers Using US GAAP Public Float >$5 billion 2009 2010 All other Large/Accelerated Filers 2010 2011 All other Filers in US GAAP (including smaller reporting 2011 2012 companies) All Issuers using IFRS as published by the IASB 2011 2012 30 day grace period, from the filing date of the related report, for the initial submission of interactive data exhibit 8
  • 9. Data reliability and non-compliance y Data in the interactive data file submitted will be subject to a limited liability y Limited liability provision phase-out: x Over a two-year period for each company. x Provision would terminate completely on October 31, 2014. y Interactive data files will be excluded from the officer certification requirements under the Exchange Act rules y No requirement of auditor assurance on their interactive data exhibits y Filers that do not provide or post required interactive data on the date required will be deemed not current with their Exchange Act reports 9
  • 10. What Can Financial Reporting Professionals Do? y Use publicly available resources to get smart on interactive data x E.g.: http://www.xbrl.us (list of tags, preparers guide) y SEC details: x Final Rule Text: http://sec.gov/info/edgar/edgarfm.2.10_d.htm x EDGAR Filer Manual: http://sec.gov/info/edgar/edgarfm.2.10_d.htm x SEC Interactive Data Previewer - https://ideapreview.sec.gov/previewer/ x New: SEC webcasts, FAQs y Brief/Build the team: financial, legal, technical y Watch for emerging best practices or design them y Learn from products and services in the marketplace y Be aware that analysts and investors may start asking y Use it try it out 10
  • 11. Interactive Data: News From the Front Mandate started 15 June How is it working? y Early filings came in successfully xMany reviews completed, and feedback provided y Companies can tag successfully x Modest cost, modest time x Learning curve: widest problems are the most basic x Best practices emerging x Nextgen software, integrated tagging on the way x Benefits of a large, comprehensive taxonomy y User-side awakening x Investor applications emerging x Investor interest becoiming keen y Lots of questions about Whats Next 11
  • 12. Learnings From Early Filers y Voluntary Filing Program is closed for most public filers x Public Companies can only submit required filings x VFP Only open for Article 6 and mutual funds y Extensions x Ensure the need for extensions x Recheck the taxonomy to make sure that a tag doesnt already exist x Tags versus labels y Labels: Make sure the labels match the traditional (HTML) document exactly x Labels can be extended without creating a new tag x Sales vs. Turnover: Same tag, different label x Use the pre-viewer to check! 12
  • 13. Learnings From Early Filers (2) y Management Review x Senior management should have an opportunity to review x Even if outsourced, they are still your financials and tags y Rendering Aesthetics vs. Tagging Integrity x XBRL is about the integrity of the tags x Focus on the accuracy of the tags, not the aesthetics of the rendering y A few words on IFRS 13
  • 14. Learnings From Early Filers (3) Finally y Looking to make the Interactive Data roll-out interactive and smooth x Look for SEC staff comments and FAQs x Public Interactive Data Seminar 10 June x Communicating with companies: web, phone, podcasts, whatever x Best practices will emerge, inevitable hiccups will be resolved x Ask-OID@sec.gov 14
  • 15. Common Standard Will Allow Users to Analyze Across Many Domains Market XBRL Risk Social Taxonomies Responsibility SEC Structured Data* Governance Mutual Fund Companies/ Risk/Return GAAP Forms 3/4/5 Proxies Ratings Corporate (XML) Actions Form D (XML) Asset-Backed Securities Executive Compensation KPIs 15
  • 16. Thank You Contact Information for Questions y Ask-OID@sec.gov y blaszkowskyd@sec.gov y 202-551-5359 16

Editor's Notes

  • #2: GM, many thanks for the opportunity to be here with you
  • #4: GM, many thanks for the opportunity to be here with you
  • #6: `
  • #16: It is not about the SEC only though our experiment is quite robust. Other agencies (mention FDIC), private entities, and other governments (Corep/Finrep) Network effect in terms of possible analysis, and tools development. Very exciting