Presentation - RR Donnelley

rrdonnelley.com

Presentation - RR Donnelley

XBRL Block Text Footnotes:

Ensuring A Successful

Q2 XBRL Concurrent Filing Part I

June 28, 2011


A Few Webcast Reminders

• Content

• Session material and link to replay of webcast will be made available within two

days on our website after the live event

• Questions

• Type in your questions on the web interface

• Do not hold questions until the end, as many submitted questions as possible

will be answered during the webcast

• Verbal questions may be asked at the end of the presentation

• Follow-Up

• Speakers are available directly for material not covered or questions not addressed

during today’s webcast

1


Agenda

• Review of Year 1 Filing Requirements

• XBRL Milestones

• Online Reviewer’s Guide

• Rendering

• Areas of XBRL Focus

• SEC Element Selection Guidance

• XBRL Hot Topics

• Next Steps / Key Reminders

• Resources

• Questions

2


Presenters

John Truzzolino

Director of e-Solutions

Stacy Noland

Director of Xcelerate

RR Donnelley

John.truzzolino@rrd.com

EDGAR Online

snoland@edgar-online.com

Bridget Gilbride

XBRL Specialist

Julie Soma

XBRL Specialist

RR Donnelley

bridget.gilbride@rrd.com

RR Donnelley

julie.l.soma@rrd.com

3


Summary of Year 1 XBRL Filing Requirements

• Document and Entity Information (DEI)

• Registrant information

• Facts about the document the HTML reflects

• Number of shares outstanding on cover page for quarterly and annual reports

• Public float on 10-K cover page

• Face Financial Statements are tagged using Level 4 tagging rules

• Parenthetical data is required to be tagged

• Notes to Financial Statements are tagged using Level 1 block text tagging

• Each individual footnote in its entirety is tagged as one text block

• Retains native HTML format

• Schedules are tagged using Level 1 block text tagging

• Website posting requirements on Company’s website of native XBRL files on

same calendar day of XBRL filing

• Link directly to registrant’s filing on the SEC’s website is against SEC rules; link to

another 3 rd party is acceptable

For in-depth overview of Year 1 XBRL Filing Requirements, please see our Deep

Dive webcast replay for Year 1 Filing Requirements on our website!

4


XBRL Milestones

XBRL Milestones: Why Are They Important?

• Key target dates to ensure XBRL filing success

• Our best scheduling guidance provides appropriate time to manage, approve and finalize changes

– Initial XBRL mapping template creation

– Roll forward of a prior template to a new document

– New content (never been mapped) subject to solid review by analysts

• Requires taxonomy research, XBRL Structure modeling and design and physical mapping and

tagging to create the XBRL

– Taxonomy structure comments must be reviewed, responded to, and/or physical changes made to

mapping template

• Clients comments should drive actionable tasks.

• XBRL mapping template has to always “catch up” to the document’s evolution

– Financial statements and footnote changes and additions require mapping template to be updated

– New disclosures and footnotes require new mapping

– Format and structure of footnotes and disclosures require changes to taxonomy (e.g. reordering of

line items in statement or order of footnotes)

• Changes /additions to Document Content = changes/ additions to Taxonomy Structure

5


XBRL Milestones Blocked Text Footnote Filers

Milestone 1 Milestone 2 Milestone 3

Submit

ProFormas

Submit Draft

(Pending Final

Numbers and

Intended Final

Structure)

Approve

Reviewer’s

Guide

Approve HTML

Content/XBRL

Structure for

XBRL

Retranslation

Filing

Date

• 4 weeks prior to

filing if in same

taxonomy version

as initial template

•5 weeks prior to

filing if converting

to 2011 taxonomy

• 7-10 calendar days

before filing date*

• Approve all tags

and definitions 2

days before filing

• 24-36 hours before

fling date and time*

*Lower range based on single registrant; higher range based on more complex financials or co-registrants

Taxonomy structure maintained while 10-Q content evolves

End goal: HTML content approval to update / finalize XBRL

structure for concurrent filing

6


XBRL Milestones: Three Stages of Filing Success

Three Stages of Filing Success (based on estimated filing date)

• Milestone 1: Initial XBRL Translation From Pro Forma (Roll Forward)

• Provided substantially with final document structure (line items in financial statements)

• Include cover page, face financial statements, all footnotes, required schedules

• Update dates of disclosure in column headers in statements

• Insert ‘0’s for pending numbers versus blanks or X’s

• All intended numbers to be tagged (0-9) must be present in document

– Dashes do not represent zero

• Milestone 2: XBRL Retranslation of 10-Q Draft With Final Structure (HTML content update)

• Document should contain pending final numbers for current reporting period

• Intended final XBRL structure should be reflected (all intended line items in statements and footnotes)

• Include the bulk of your XBRL structure questions with returning ProForma RG

• Milestone 3: Final XBRL Retranslation (Structure Done and Final HTML content update)

• Approval on all XBRL related document content in HTML

• XBRL files updated prior to live SEC filing

• Number of shares outstanding should be dropped into cover page

• Goal is a numbers and text block content update (refresh only)

7


Day-of-Filing Changes

Additional Changes after Final Clearance

• We recognize you might have minor additional changes after final clearance

• Alert your RRD CS Team in order to process HTML changes

RRD will incorporate additional changes into current working document or create a new file set

Day of Filing Changes

• We can make day-of-filing changes which do not impact XBRL structure:

• Change in pre-existing Taxonomy Tag Definition

• Tag change: US-GAAP tag to another US-GAAP tag

• Numerical facts within the financial statements that have been updated

• Text changed in the notes to the financials (Level 1)

• Submit by 1000 EST to ensure file date

• Changes which affect element/tag selection are not considered same day edits. We can

make these changes but not guarantee same day filing.

8


Excel RG Overview

• Excel RG users also receive HTML file from EDGAR Online, showing complete EDGAR Online

rendering of XBRL files

• BN Filers – Contains blocked text footnotes only

• DFN Filers – Contains all XBRL data tagged at Levels 1-4 (DEI, financial statements, footnotes)

• All Level 1-3 text block tags reside in “Note to Financial Statements” tab

• Standard Excel RG includes numbers with rendering rules in place via EDGAR Online’s rendering code

• RG will contain 5 columns of information about element properties as default

• Period type – Instant or Duration

• Data Type – Monetary, per share item, shares, text block, etc.

• Units – Unit of measurement (i.e. US Dollar)

• Negated – Use of negated label or not to flip signage

• Balance – Credit or debit balance type when monetary item type used for element

9


ORG Overview

• ORG is a web-based rendering and accessed via Xcelerate Portal

• Benefits include:

• Easy navigation

• Customized page views

• Inputting comments is intuitive

• Multiple people can enter comments

• Comments saved based on user name

• Built in compare logic to compare XBRL rounds

• Search functionality

• Updates are stored automatically

• System generated passwords and all data is encrypted

• Export to Excel functionality

• Users do not require any system or network upgrades.

• Internet access and a browser is needed for user access

• Internet Explorer 7+

• Mozilla Firefox 3.0+

• Google Chrome 4.0+

• Apple Safari 4.0+

10


Logging Into The ORG

URL: https://xcelerateportal.edgar-online.com/org/default.aspx

11


ORG Home Page

• Based on current

document

• Primary

communication

vehicle between

issuer and

EDGAR Online

• Utilize for XBRL

review and

tracking tool for

all taxonomy

changes and

approvals

12


ORG View of Tagged Data

• Users control view of

XBRL data and may

display some or all

columns

• Views available:

– Elements

– Element definitions

– Period Type

(instant/duration)

– Data Type

(monetary/string)

– Balance Type

(credit/debit)

– Approve elements

– Insert questions/

taxonomy changes

– Axis displays when

Dimensions utilized

13


ORG Approval and Commentary Process

• All items must be

approved or

commented on

• Types of comments

includes:

– Questions based

on element

selection

– Change to a

different US-GAAP

tag

– Change to a custom

extension (include

tag and definition)

– Questions that may

need research by

the XBRL experts

14


ORG Search Functionality

15


ORG: Compare to Prior Round Feature

• Users can perform their own QC via the “Compare to Previous Round” feature

16


ORG: Compare to Prior Round Feature

• When feature is launched, end user views new pane with “Browse

Differences” results:

• Showing when there are no changes;

• Highlighting any items that are new, removed or changed.

17


ORG: Releasing Back to EDGAR Online/RRD

• When issuer finishes approval and commentary process, they must release

ORG back to RRD via “Customer Review Complete” feature

• ORG will not release back to EDGAR Online/RRD unless all rows are either

approved or comment inserted (even if comment to acknowledge last

EDGAR Online comment on a Q&A round). System will prevent ORG

release and provide user with following message:

18


ORG: Help Portal

• When logged into ORG, user may click “Help” to access additional Portal

Help features. User will have to login again via new browser window that is

launched.

Tool

I-Metrix Xcelerate Portal User

Guide

Xcelerate Portal Introduction

Video

XBRL Dimensions Video

Best Practice Guides:

•Detailed Footnote Tagging

•Glossary of XBRL Terms

FAQs

Key Features

Short, clearly-written guide describing how to use Xcelerate

to create the Online Reviewers’ Guide, including adding

comments and approving line items

A clear, eight-minute video introducing the Xcelerate Portal,

its navigation, key features, and functionality

A twelve-minute video describing the benefits of using

dimensional tagging for financials

•Key terms and best practices for detailed footnote tagging

•XBRL terms from US GAAP Taxonomy Preparer’s Guide

Answers to the most commonly-asked questions related to

the XBRL translation process and the use of XBRL tags

19


Xcelerate Portal: Tag Search

• Tag search for key word(s) within elements may be performed and search

results will display all tags used for all XBRL filers life-to-date that contain

these words. Detailed list of all filers who used a specific element may be

pulled also.

20


ORG Reminders

• A TXT file is provided to issuer with client credentials to access data via the

ORG. TXT file contains:

» URL

» Login

» Password

• All users from same company utilize same login and password per round

- NO unique logins per user

• Q&A Rounds only: ORG comments only (typically Round 1) will be EDGAR

Online response only, thus no new issuer credentials will be issued when

XBRL files are not updated/provided. Same credentials will be used by issuer

as prior round.

21


Best Practices for ORG Comments

• ORG is primary vehicle for all taxonomy changes and comments

• Be mindful of comments and questions that are repetitive in nature. If you find yourself

inserting in the same type of comment and/or question, ask general questions up front.

• If you do not understand what you are looking at, ask questions up front. We are here to

help you!

• Changes and questions submitted in ORG should reflect consolidated comments from

your company and reflect decision of all XBRL team members/reviewers

• Comments should reflect Company’s final taxonomy decisions

• Changes to definitions for custom tags should be final and reflect final decisions

• Submit specific and actionable items. Examples:

• Replace tag with ____________

• Create custom extension with tag name ______________ and definition ___________

• Change XBRL label to _____________

• RG is for taxonomy structure changes only—not for HTML content changes.

• Do not submit comments relating to disclosures that you are no longer reporting or

numbers that need to be updated. These types of changes will be made during next

XBRL Retranslation (HTML content update).

22


Rendering Should Not Be Primary Focus of XBRL Review

• Rendering is not the official part of the filing—the XBRL data is!

• Disparity of rendered XBRL data exists when compared to HTML document

• Disparity amongst different rendered views

• Anticipate data replication / flow through

• Accept rendering nuances

23


SEC Guidance on Rendering

• “Rendering” section from SEC’s Staff Observations From Review of Interactive Data

Financial Statements at: http://www.sec.gov/spotlight/xbrl/staff-review-observations.shtml

• From SEC’s Compliance and Disclosure Interpretations:

http://www.sec.gov/divisions/corpfin/guidance/interactivedatainterp.htm

Question 130.08: Must an Interactive Data File that complies with the requirements of

Rule 405 of Regulation S-T appear identical to the traditional format financial statements

when displayed by a viewer on the Commission's website?

Answer: No. There is no such requirement. [May 29, 2009]

24


XBRL Review: Areas of Focus

• Review Document Entity Information (DEI)

• Review all Labels

– Labels should match the HTML/EDGAR

document

• Review parenthetical information

• Review initial element selection to ensure

compliance (definition is key)

– Period type, item type, definitions, balance type,

authoritative reference

– Correct dates, units, decimals, precisions

– Dimensions (domain members)

• XBRL completeness check

– All information tagged

o All amounts

o All information in superscript footnotes and parenthetical

o All footnotes

25


Additional DEI Requirements on a Form 10-K

Focus on appropriate element selection based on SEC’s guidance

• Period type – instance or duration

• Item Type – monetary, percent, integer, shares, per share, text-block and

string

• Definition

• Standard element definition must capture all concepts in line item or disclosure the

filer wants to tag,

• Standard element definition must not exclude any of the concepts in line item or

disclosure the filer wants to tag, and,

• In case where more than one element being considered, element with narrowest

definition should be selected.

• Label

• References

XBRL Review: What to Focus On

26


Elements Must Have Appropriate Attributes

•All elements have attributes or properties which state where and how an element

can be used

From the XBRL US GAAP Taxonomy Preparers Guide

27


Key Terms Relating to Element Attributes

• Label

• Succinct description of an element, similar to a line item caption in a financial statement

• The UGT contains a standard label for all elements

• Name

• Name of the element is part of the tag identifier

• Drop the prefix (us-gaap:) from a tag and this is the element name

• Element name is the basis for comparability among different instance documents

• Definition:

• Provides the meaning of the financial reporting concept that the element represents.

• Abstract:

• Helps to delineate the hierarchical structure of the XBRL data within appropriate statement, table,

etc.

• Does not have any corresponding financial data points, such as the title "Current Assets" so no data

is tagged next to an abstract element

• Primary purpose is to nest and order other elements in the taxonomy for presentation purposes only

28


Key Terms Relating to Element Attributes

• Data type: Defines what type of data is expected for an element

• Monetary: Used for financial concepts in expressed units of currency

• String: Used for elements that will contain unformatted text such as individual words

or phrases and may be mixed with numbers – optional tagging

• Shares: Number of shares of stock

• There are many other data types but Monetary, String and Shares are the most

common

• Balance Type

• Indicates when a monetary element has an expected debit or credit balance

• Identifying the signage of numbers that are tagged in the instance document is

extremely important so XBRL financial analysis tools know how to interpret the

meaning of positive and negative numbers

• Only elements with monetary balance types have a balance attribute. Other data

types do not have a balance type.

• Period Type

• Instant: Values measured at a fixed point in time, such “As of this date….”

• Duration: Values measured during a period of time, such as a fiscal quarter or year

29


Element Attributes For Footnotes

• Elements used to map footnotes at Level 1 must have:

• A “TextBlock” data type

• A “Duration” period type

US GAAP Taxonomy Viewer

30


Reminders on Footnotes

• It is the title of the footnote in the HTML document that drives the initial element

selection for Level 1 tagging.

• The content of the note drives the tagging.

• Elements shown in the 2011 Taxonomy cannot be used if they specifically

mention a policy or tabular format in the label or definition.

31


Additional DEI Requirements on a Form 10-K

1. Tag definition is appropriate

• Confirm a tag’s definition is consistent with the financial accounting concept

represented in all material respects

• Represents the most narrow definition. Certain common areas:

• Investments, derivatives, pension, ….

• Can’t explicitly exclude components of a financial concept (assuming

components are material)

*Note: Focus on the definition of the item, not on the text of the tag

2. Extensions

• Only if not in taxonomy or unique to issuer

• Validate definition

Appropriate Element Selection

32


Finding The Right Tag - Premise

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.

33


Utilize the UGT Viewer To Research Alternative Elements

Main taxonomy

navigation pane; expand

report sections to see

detail.

Taxonomy element

attribute display;

selecting a tag will

display underlying

attributes

Search and results area;

either broad or narrow

searches

34


UGT Viewer (FASB/XBRL US)

UGT broken out

primarily by

“Statements” and

“Disclosures”

Attributes include:

Definition

Reference

Element

Name

Data Type

Period Type

35


Taxonomy Searching - General

Reminders

•Search fields include

labels, XML (unique)

name, definition and

authoritative references

•Large number of

elements increase

search results for more

general searches

•Highlighting a search

result displays specific

location in taxonomy

•Search by XML name

when possible

(copy/paste from tagging

or review application)

36


Taxonomy Searching - Specific

37


Considerations in Creating Custom Extensions

• Unique company circumstances

• Debt – Subordinated Debenture 3.75% Due 2017

• Business Segment – Transmission Assembly

• Geographical Segments – ‘Asia, Hong Kong and India’ or ‘Upper Peninsula Region’

• Combination Concepts – PrepaidExpensesDepositsAndOtherAssetsCurrent

• US-GAAP tag exists but an attribute is not appropriate – The best choice is an instant US-

GAAP element where the label and definition are appropriate but the table implies the

need for durational elements.

• To Correct an Attribute Error in a US-GAAP element – US-

GAAP:WeightedAverageNumberOfSharesOutstandingBasicAndDiluted has an instant

period type and should be duration.,

• Element is not available in the US-GAAP – There is a US-GAAP ‘Net’ element, but a

‘Gross’ element is required

• When the standard tag definition contains the phrasing that it may include certain

examples, the examples are meant to be explanatory, rather than limiting. The presence

or absence of an appropriate example is not a sufficient reason to reject a US GAAP tag.

We recommend that the definition be considered for appropriateness without any of the

provided examples. If the definition is then appropriate, the element should be accepted

regardless of the examples.

• Example: May include: A description of the effect of illegal acts on the amounts presented in

financial statements including contingent monetary effects, such as fines, penalties and damages.

This may include the nature, description and financial impact of the illegal act and resolution.

38


SEC Guidance on Custom Extensions

What are good reasons to extend? Sometimes an issuer’s judgment call,

but please see SEC Guidance that should be considered:

• Do not extend when an existing US GAAP taxonomy element is available. Utilize the

period type, item type, definition, and label to ensure selections are appropriate. (EFM

6.6.23 - 6.6.29)

• Extend only when there is a material difference between the standard US GAAP element

and the filer’s financial statement line item. (EFM 6.6.24 and 6.6.25)

• Don’t extend solely to achieve a desired formatting of the XBRL data. Attempts to achieve

a particular formatting result can be time consuming, and as Regulation S-T C&DI 130.08

states, are not required. Creating extensions solely for formatting purposes will likely lead

to lower data quality in the submission. As stated above, filers should concentrate on the

quality of the tagging rather than trying to match the rendering of the XBRL exactly to the

HTML filing.

39


Important Reminders

Additional DEI Requirements on a Form 10-K

• Standard elements

• Tag begins with prefix: us-gaap

• Definition and properties (i.e. balance type, period type, etc.) associated with a standard tag cannot

be changed

• Labels used in issuer’s taxonomy will match their HTML document, not the standard label from the

US GAAP Taxonomy

• Custom extensions

• Tag identifier begins with company’s ticker or unique identifier of CIK+10-digit CIK number

• Provide tag name and definition if you opt to extend

• Registrant is responsible for element selections so ensure you understand SEC’s

guidance

• Utilize available tools in search of the best element

• Taxonomy viewers

• Other XBRL filings-examine what are your peers are using by viewing the Interactive Data Viewer

of their last filing

• Ensure that if you insert tag changes into the RG, please make sure your desired

element has the appropriate attributes for type of data that is being tagged

• For text blocks, data type must be a text block

40


Abstracts: Line Items Without Financial Facts

•Abstracts are line items used to categorize groups of elements for XBRL

presentation purposes only

•Abstracts are informational only and are not attached to any financial facts

reported in the instance document, thus no disclosure value in XBRL database

•Used to help match client HTML headings (i.e. Assets, Liabilities, Shareholders

Equity, etc.) in the XBRL presentation

Cash Flows Statement in HTML Document

Abstracts

41


Parenthetical Data

• Parenthetical data is numeric values within one or more face financial

statement line item labels that must be separately tagged and mapped to

the most appropriate element

• Required to be tagged

HTML Document

Parenthetical Data

SEC Viewer

42


Commitments and Contingencies Line Item

• The Commitments and Contingencies (C&C) line item on the balance sheet where all

columns are either blank or have dashes, is treated as nil=true in XBRL, in lieu of any

numbers being tagged to correspond to the C&C element

• Setting the Nil attribute to true is per guidance from SEC Edgar Filer Manual (EFM) 6.6.15

• C&C element is present in instance document but no numbers are tagged, so will render

as blanks in the SEC Viewer

HTML Document

SEC Viewer

Instance Document

43


Preferred Stock Line Item

• Preferred Stock line item on the balance sheet where all columns are either blank or have

dashes, may also be treated as nil=true in XBRL, when shares are authorized, but none

are issued

• Element is present in instance document but no numbers are tagged, so will render as

blank fields in the SEC Viewer under all columns

• Alternatively, can tag the element with zeroes if company believes the distinction is useful

HTML Document

SEC Viewer

44


Shared Values In Financial Statements

• Certain values are expected to be shared or identical when reported for the same

accounting concept and time periods but on different statements

• The most common expected shared values are:

• Net Income on the Income and Equity Statements

• Total Equity on the Balance Sheet and Equity Statement

• Cash and Cash Equivalents on the Balance Sheet and Cash Flows Statement

• SEC EFM 6.5.12 requires that when values are shared (identical values to the full value)

for the same time period, they must be mapped to the same element

• If the values are expected to not agree, one of the two line items must be mapped to a

different element

HTML Document

45


Footnotes on Face of Financial Statements

• For a footnote to foot at the bottom of the face financial statements and render with the

relevant financial statement in any viewer, it must be associated and referenced in

XBRL to one of the following items: line item or label, numerical values, time periods in

the column heads, or the title of the financial statement

HTML document

Footnotes that tie to one

or more rows and appear

at the bottom of the

face financial statements

must be defined in XBRL

46


Footnotes on Face of Financial Statements

• For a footnote to foot at the bottom of the face financial statements and render with the

relevant financial statement in any viewer, it must be associated and referenced in

XBRL to the tagged data

SEC Viewer

Footnotes 1 and 2 are

associated with the

numerical values

tagged in XBRL,

thus will render in the

SEC Viewer at the foot

of the face financial

statement

47


Footnotes on Face of Financial Statements

• “See Accompanying Notes to Consolidated Financial Statements” is not tagged

in XBRL (as per SEC EFM).

HTML Document

48


Unaudited/Audited On Face of Financial Statements

• Issuers will sometimes identify numerical values for one time period as being

“Unaudited” or “Audited” on the face of the financial statements with a footnote

• Remember, in the XBRL database the words “unaudited” or “audited” have no

bearing on the numbers available for financial analysts—the tagged data is being

represented in XBRL regardless due to issuer’s XBRL filing requirements

• By adding the words “unaudited” or “audited,” this will impact the XBRL rendering

or presentation of the data only—the unofficial part of the EDGAR submission

• Our Best Practice is we do not include the words “Audited” or “Unaudited” in

your XBRL

HTML Document

49


Updated SEC Staff Observations

• Review SEC’s Staff Observations at: http://www.sec.gov/spotlight/xbrl/staff-reviewobservations.shtml

• Most recent one is dated June 15, 2011, for further information and guidance on:

• Element selection and Extended elements

• Negative values

• Rendering

50


Negative Number Analysis

SEC Staff Observations: Negative Value Assessment

• Negative Value Assessment review implemented into the XBRL process in accordance

with the EDGAR Filer Manual and evolving XBRL Best Practices within industry

• Appropriate signage of numbers has been subject to auditor critique during past peak

filing periods

• Goal is to ensure proper representation of numbers within the instance document in

relation to appropriate signage (i.e., positive or negative)

• All numerical values are assessed and evaluated to ensure appropriate signage

• Balance type reviewed (i.e., debit or credit) as opposed to HTML presentation (i.e.,

positive or negative)

• Signage of number as represented in instance document should reflect the ‘natural

balance’ of the accounting concept

• Complexity involved in this exercise since all representative numbers reported need to

be evaluated by team of analysts, especially negative numbers in the source document

• Upon completion of analysis, additional discussion may be required to reassess

previously used elements

• Extended properties must be compatible with the EDGAR Filer Manual and Best

Practices

51


• Points of clarification

Determining Signage In Instance Document

• Signage of numbers in instance document can be negative or positive

• Negated label is relating to presentation purposes

• When determining whether instance document numbers should be captured as positive or negative,

considerations are:

• Does it make sense for the element to be negative?

• Does the element definition support the sign of the value?

• Would it be possible for this concept to be negative or positive in the future?

Examples of key words in

definitions and/or labels that

will suggest instance

document signage could

possibly be negative

52


Negated Labels

• Use of the negated label is for rendering purposes only—to flip the signage in the rendering to

be opposite of the signage as captured in the instance document (positive or negative)

• Example: HTML document reports negative number for Treasury Stock

• Treasury stock is mapped to standard element that has debit balance type

• Since reported amounts for treasury stock are a debit for issuer’s financials and natural

balance type is a debit, number is reported in the instance document as a positive number

• Negative number would be incorrect since this would be a negative debit which is

actually a credit

• Negated label is used for the values associated with “TreasuryStockValue” in order to flip the

signage of the numbers in the rendered version to be opposite of what is in instance doc

53


Zeroes Versus Dashes Guidance

• HTML document must contain zeroes for an XBRL files to reflect the numerical value

of zero.

• In order to facilitate XBRL tagging methods and eliminate the need for interpretation,

we request the dash (–) have the value 0 be written into the HTML as 0 and not as a

dash (-), so there is no inconsistency between the HTML and the XBRL.

• Line items with Preferred Stock and/or Common Stock for Equity in the Balance

Sheets must contain zero values in order to be tagged in XBRL with a zero. If values

for all columns for these line items contain a dash or are left empty, nil = true will be

used, so that it will render properly. See example below:

54


Zeroes Versus Dashes Guidance

Commitments and Contingencies line items will continue to be tagged as nil = true per

EDGAR Filer Manual; clients can have a dash here.

55


Key Reminders

• Speak to RRD ASAP about your filing schedule and XBRL Milestones

• XBRL files are furnished, not filed

• Company responsible for ‘controls and procedures’ integrated into financial reporting process,

including XBRL component

• Company is ultimately responsible for accuracy and quality of XBRL data and should perform

a thorough review

• During XBRL review focus primarily on:

• Appropriate element selection per SEC’s guidance

• Data accuracy and completeness

• Everything that is required to be tagged, is indeed tagged

• Data is tagged correctly

• Appropriate XBRL representation

• First time XBRL filers have a 30-day Grace Period

• Website posting requirement

• Rendering will not match official HTML document and is not the official part of the XBRL filing

• Be aware of how HTML content changes drive needed changes to XBRL taxonomy

• Communicate

56


SEC’s Guidance of “Lessons Learned” for Tier 3 Filers

From SEC’S website at: http://www.sec.gov/spotlight/xbrl/xbrlsummaryinfophase3-051011.shtml

• Data quality — At the core of the XBRL tagging process, selecting the best tags to

represent the information in your financial statements is the most critical part of the

process. Carefully selecting the best tags is likely to be the greatest contributor to the

quality of your XBRL submission. Some tips on how to select the best tags can be found in

the Interpretive Guidance section on http://xbrl.sec.gov/.

• Viewing submissions — The SEC’s free previewer allows you to view your submission before

filing to see what it will look like on the SEC’s website. However, this rendering of your

XBRL submission will NOT exactly visually match your corresponding HTML

submission, and there is no requirement for it to do so. You should NOT make changes

to your tagged data solely to achieve a particular visual effect. The previewer may be one

of the tools used to help verify the completeness of your XBRL submission, but relying solely

on the rendered document to review your tagged data will not identify all of the details

necessary to assess potential filing errors. Your software vendor or service provider may be

able to provide reports that will help you review these other aspects of your submission,

including validation results.

• Validation — Although selecting the correct tags is the most critical aspect of the

process, if your XBRL submission is not technically valid it will not be accepted by the

EDGAR system. Consider using the validation tools from your vendor and the SEC test filing

mechanism to make sure your submission is technically valid before filing.

57


XBRL Resources

• SEC’s XBRL Portal

• http://xbrl.sec.gov/

• XBRL US’s website

• http://xbrl.us/Pages/default.aspx

• US GAAP Taxonomies

• 2009: http://xbrl.us/taxonomies/Pages/US-

GAAP2009.aspx

• 2011: http://xbrl.us/taxonomies/pages/US-

GAAP2011.aspx

• FASB’s Portal for 2011 taxonomy release notes,

webcast replay and other materials

• http://www.fasb.org/jsp/FASB/Page/SectionPage%26c

id=1176157088698

Be

prepared.

Get

Educated.

Become

XBRL

savvy.

58


RR Donnelley’s XBRL Resources

RR Donnelley’s Publications for XBRL

• http://fsgmarketing.rrd.com/mk/get/RR_DONNELLEY_THOUGHT_LEADERSHIP_PUB

LICATIONS_FSG

RR Donnelley’s XBRL Webcast Replays

• http://financial.rrd.com/wwwFinancial/Resources/Events/ArchivedEventsandTranscripts

_2011.asp

• http://financial.rrd.com/wwwFinancial/Resources/Events/ArchivedEventsandTranscripts

_2010.asp

RR Donnelley’s XBRL Education Center

• http://www.rrdonnelley.com/financial/Resources/Library/XBRL/1933and1934ActCompa

nies/EducationCenter.asp

• EDGAR Online and RRD webcast replays, including ORG webcasts at:

• http://www.rrdonnelley.com/financial/xbrl/edgaronline.asp

59


Next Steps

• Join us for our XBRL BN Webinar Series Part II at 2 pm ET on Wednesday, July 13 th . Focal points

include:

• Types of HTML changes and XBRL impact

• Dimensions in XBRL

• SEC Viewer and Rendering: Overview of rendering challenges

• Valid XBRL and official part of the XBRL filing

• Final steps and reminders to getting filed concurrently!

• Read the FAQ

• Watch webcast replays from our Deep Dive XBRL Webcast Series

• http://financial.rrd.com/wwwFinancial/Resources/Events/ArchivedEventsandTranscripts_2011.asp

• Read SEC’s newest Staff Observations and updated FAQs

• Discuss and establish your XBRL Milestones with your RRD Team

• Make sure you have the website posting requirement solution in place for first XBRL filing

• Send Q2 ProFormas to RRD

• 0s must be present in current period end where final numbers are pending instead of blanks,

dashes or XXX

60


Questions

61


Thank You!

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