SEC Staff Briefing: The Roll-out of Interactive Data Reporting for US-listed Public Companies

1. SEC Staff Briefing:The Roll-out of Interactive Data Reporting for US-listed Public Companies David M. Blaszkowsky, Director, Office of Interactive Disclosure XBRL Canada Conference Toronto 5 November 2009

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.

3. Interactive Data / XBRL: “News From the Front” • Mandate started 15 June – How is it working? • First Reporting period in XBRL went well • >500 filings, >10 percent are Phase II/III “early” filers • First detail-tagged, first 10K submissions • Includes Canadian, other foreign private issuers • Companies can tag successfully • Modest cost, modest time • Learning curve: Most frequent problems are the most basic, easiest • “Best practices” starting • Benefits of a large, comprehensive taxonomy • “User-side” awakening • Investor applications emerging • Investor interest increasing • Concerns about detailed footnote tagging • Staff are reviewing XBRL exhibits for technical quality, tag choice, etc.

4. Label: Net Sales Tag: NetSales Metadata: - Currency - Year - Amount - Scenario - Value B-S “Taxonomy” Mapping Tagging P&L US-GAAP: List of Tags Flows OR: an “Extension” Footnotes Footnotes (Block, Detailed) “Interactive Data” Add Structure and Meaning to Filed Financial Disclosures

5. Filers/Corporations Process improvements and savings Easier/Faster compliance Better communication, visibility to investors Especially for mid/small-caps Buy-side “Faster, cheaper, better” As-reported, and complete No introduced errors More useful, more functionality Higher analysis/analyst productivity Improved comparability Improved Market Efficiency Why is Interactive Data Important for Company Information?

6. Public Company Reporting Using Interactive Data • What will be required • Who and when • Important additional features

7. What Will Be Required • Content: • Primary financial statements (IS, BS, etc.) • Footnotes • Financial statement schedules. • Certain company identifier information (“DEI”) • Forms • Periodic Reports (10Q, 10K, 20F, 40F) • Transition Reports • Reports on Forms 8-K and 6-K with revised audited versions of financial statements • Securities Act registration statements (S-1, S-3, S-4, S-11, F-1, F-3, F-4, F-9, F-10) • Not IPOs • Interactive data requirements are provided as an exhibit • “Disclosure Neutrality” • Posting to the Filer’s website, if it has one, same business day, for at least 12 months

8. What? • Face Financials: All facts • Footnotes: Block tag each footnote • Schedules: Block tag each schedule Phase-in Schedule Who? • All from first year • Footnotes: • Each significant accounting policy • Block tag each table • Tag each amount • Schedules: Tag each amount

9. Phase-in Schedule When? Who? 30 day grace period, from the filing date of the related report, for the initial submission (by amendment) of interactive data exhibit

10. Data reliability and non-compliance • Data in the interactive data file submitted will be subject to a limited liability • Subject to specified anti-fraud provisions except in connection with a failure to comply with the tagging requirements that occurs despite a good faith attempt to comply and is corrected promptly after the filer becomes aware of the failure • 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 • “Curable” by providing/posting the interactive data file • SEC Interactive Data Previewer, and automated validations are helpful

11. Thank You! Part 1… • Contact Information for Questions • Ask-OID@sec.gov • 202-551-4144

12. Feedback and Findings From Filings to Date • Extensions • Check to ensure against unnecessary extensions • Recheck the taxonomy to make sure that a tag doesn’t already exist • Don’t create a new tag if a standard tag exists • Tag choices could be questioned by staff or by the marketplace • If extending, include definition for monetary elements, and describe whether it has debit/credit attribute • Negative values vs. negated labels: understand the element and its definition • Taxonomy designed so that most elements have a positive value • Tags versus labels…

13. Feedback and Findings From Filings to Date(2) • Labels: Make sure the labels match those of the traditional (HTML) document exactly • “Sales” vs. “Turnover”: Same tag, different label • Labels can be extended without creating a new tag • Use the pre-viewer to compare and check! • Rendering aesthetics vs. tagging integrity • XBRL is dependent on the integrity of the tags • Focus on the accuracy of the tags, not the visual appearance of the rendering • Make sure element labels match line item captions • Some differences cannot be avoided, e.g. indenting, fonts, underlining, total/subtotal captions, brackets (on SSE)

14. Feedback and Findings From Filings to Date(3) • Management review is prudent • Senior management should have an opportunity to review • Even if tagging is outsourced, they are still your financials and tags • Remember: Voluntary Filing Program is closed for most public filers • Public companies can only submit required filings • VFP only open for Article 6 and for mutual funds • FPIs: IFRS filings cannot be provided yet

15. Feedback and Findings From Filings to Date(4) • Finally – • Looking to make the Interactive Data roll-out effective and smooth • Check regularly for SEC staff comments and FAQs • Look for additional public information seminars • Archive of 10 June 2009 event http://www.connectlive.com/events/secinteractivedata061009/ • Reprise for the next phase of filers, and for footnotes • Communicating with companies: web, phone, podcasts, other media as appropriate • Best practices will emerge • Above all: Start early! Whether for phase 2 , or for footnotes!

16. Thank You! • Contact Information for Questions • Ask-OID@sec.gov • 202-551-4144