New SEC Initiatives

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Global Capital Markets

RR Donnelley SEC Hot Topics

Interactive Data (XBRL)

Prepared and Presented by:

John TruzzolinoDirector, E-SolutionsRR Donnelley

September 24, 2008

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Agenda

• Interactive Data Electronic Applications (IDEA)• XBRL Technology Overview• Summary of SEC Proposed Rule• Data tagging alternatives

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Interactive Data Electronic Applications (IDEA): Overview

• On 8/19/08, SEC announced IDEA, the successor to EDGAR• Stated goal: To give investors faster and easier access to key financial

information about public companies and mutual funds – Will first supplement, then replace EDGAR– EDGAR will become archive for pre-XBRL filings

• Marks shift from submission of documents to submission of data

• Consistent with Interactive Data Initiative and previously announced $50M investment in EDGAR replacement

• Gradual phase-in of five years

• “By tapping the power of interactive data to tear down barriers to quick and meaningful investment information, markets can become fairer and more efficient while investors can possess far better quality data than was ever possible before.” (David Blaszkowsky, Director of the SEC’s Office of Interactive Disclosure)

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What Is XBRL?

What does it do?• Creates machine-processed data

for re-use and easy comparison

What is XBRL?• eXtensible Business Reporting

Language (Interactive Data)• Each line item is given data tag

standardized by US GAAP and different industries

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Key XBRL Terms to Know

Tag

• Machine-readable “barcode” that gives a standard definition for each line item in an income statement, SCF, or balance sheet

Taxonomy

A “dictionary” of tags for:• Specific accounting standards (US GAAP,

IFRS)• Industry segments (e.g., energy, REIT’s,

Broker-Dealers, Commercial)• Company-specific tags

Instance document

• Collection of tags that is the building block to viewing and analyzing data

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How Does XBRL Work?

FinancialStatements

FinancialStatements

XBRL-TaggedFinancial

Statements


Statements

SECSEC

Consumed by:

• Analysts / Research

• Investors (corporate & individual)

• Newswires / data aggregators

XBRL Taxonomy

TaggingSoftware


Statements


Statements

Scen

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2XB

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XBRL-EnabledFinancial Reporting

Software

XBRL-EnabledFinancial Reporting

Software

XBRL Taxonomy

FinancialStatements

FinancialStatements

Internal External

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XBRL in Action

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XBRL in Action

Mutual Fund viewer on the SEC website to view XBRL for Risk/Return Summaries.

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Fund A Fund B

Fund A Fund B

Fund Comparison

XBRL in Action

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XBRL Adoption Around the WorldExpected to be mandated in 75% of the World’s Market Cap by end of 2008

EUROPEBelgium -France – Bank de France, AMF

Netherlands -4 Major MinistriesNorway - Exchange

Spain - Bank of Spain Sweden – Companies House

UK – HMRC (Companies House)

ASIA/PACIFICAustralia – Government Wide

China – Shanghai & Shenzhen Exchanges, CSRC, SFC

India – Bombay & India National Exchange, Bank of India

Japan – Tokyo Exchange & Bank of Japan

Korea – KOSDAQSingapore - ACRA

Thailand – Thailand Exchange

MIDDLE EAST/AFRICAAbu Dhabi – Exchange

Israel - Securities AuthoritySouth Africa - Exchange

SOUTH AMERICAArgentina – Bank of Argentina

Bolivia - Government-wideBrazil – Bank of BrazilChile – Bank of Chile

Columbia – Bank of ColumbiaPeru – Bank of Peru

NORTH AMERICACanada – CSA, Toronto Exchange

Cayman Islands - CIMAUS – FDIC, SEC, IRS

World Bank – Micro Lending

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XBRL Progression in US

SEC gets involved in XBRL1999

2000SEC adopts HTML standard

FDIC adopts XBRL 2005

2006XBRL VoluntaryProgram for‘34 Act filers

2007XBRL VoluntaryProgram for‘40 Act filers

SEC mandates XBRL2008

RRD among first to file in new HTML Standard

RRD/EOL among the first to file XBRL in SEC’s Voluntary Filing Program

RRD/EOL the first to file XBRL mapped to new US GAAP Taxonomy

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SEC Proposed Rules Released – May 30th, 2008XBRL Mandate Phase-in Schedule

• Proposed three year phase-in schedule:

– In year 1, the proposed rules would apply only to domestic and foreign large accelerated filers that use U.S. GAAP and have a worldwide public float above $5 billion (measured as of 2nd Q of the fiscal year), estimated to cover approximately 500 companies.

– In year 2, all other domestic and foreign large accelerated filers using U.S. GAAP would be subject to interactive data reporting.

– In year 3, all remaining filers using U.S. GAAP, including smaller reporting companies, and all foreign private issuers that prepare their financial statements in accordance with IFRS as issued by the IASB would be subject to the same interactive data reporting requirements.

• If proposed rules are adopted, the first phase would begin with fiscal periods ending on or after December 15, 2008

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SEC Proposed Rules Released – May 30th, 2008What Needs to be Tagged in XBRL?

Face Financial Statements

• Financial statements refer to the statements of financial position (balance sheet), income statement, statement of comprehensive income, statement of cash flows and statement of owner’s equity

• Interactive data would be required for all periods included in the filer’s financial statements.

• The disclosure in interactive data format would supplement, but not replace or change, disclosure using the traditional electronic filing formats in ASCII or HTML.

Footnotes & Schedules

• The financial statement footnotes and financial statement schedules also would be tagged in each filer's first year, but in block text only.

• After the first year of such tagging, a filer also would be required to tag the detailed disclosures within the footnotes and schedules.

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SEC Proposed Rules Released – May 30th, 2008XBRL Submission Timing

• Interactive data would be required to be provided to the Commission, and posted on company websites, at the same time as the related report or registration statement, with two exceptions:

• A 30 day grace period would be permitted for the first interactive data exhibit of each filer

• A 30 day grace period would be permitted for the first interactive data exhibit that is required to include the footnotes and schedules tagged in detail.

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SEC Proposed Rules Released – May 30th, 2008EDGAR Submissions Affected

Periodic & Transition Reports

• Interactive data would be required to be provided as an exhibit to Annual and Quarterly reports and transition reports

• XBRL files would supplement, but not replace or change, disclosure using the traditional electronic filing formats in ASCII or HTML.

Registration Statements

• All registration statements filed under the Securities Act, including IPOs, will be required to include interactive data when financial statements are included directly in the registration statement

• Interactive data would not be required as an exhibit to a Securities Act registration statement that does not contain financial statements (such as a Form S-3 filed by an issuer that is eligible to and does incorporate by reference all required financial statements from its periodic reports).

Business Combinations

• Under the proposed rules, interactive data would be required for the acquiring company, the filer, but not for the company being acquired, in the context of a business combination.

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SEC Proposed Rules Released – May 30th, 2008Liability Framework

The Proposed Liability Framework

What is Furnished What is Filed• Interactive data file itself (instance

documents) • What the machines read (non-viewable

to humans)

• Viewable interactive data as displayed through software available on the Commission’s web site

• What humans read

• Would carry forward the pilot program’s liability regime

• Subject to the same liability under the federal securities laws as the corresponding portions of the official HTML or ASCII format filing

There’s no additional requirement for an auditor attestation or senior officer certification of XBRL data.

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SEC Proposed Rules Released – Summary of Comments

Implementation timeline

• Delay implementation 6-12 months to give technology and tools more time to mature

• Extend grace period for all filings for the first year (60 days for initial, 30 for subsequent)

Detailed footnotes

• Requirement to separately tag each number and narrative disclosure within each footnote excessive

• Lower level of specificity to avoid custom tags

• Create permanent grace period once detailed footnotes required

Delay concurrent filings

• Continue to file as 8-K

• Provide a five day grace period between HTML and XBRL

Form Types

• Start with 10-Qs, not 10-Ks

• Do not include Registration Statements – too burdensome

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XBRL Adoption Schedule for the US Timeline For Mandatory XBRL Filing

SEC Proposed Rules

SEC Final Rules

SEC mandate to file XBRL for Largest Accelerated Filers (Public float > $5B)

SEC mandate to file XBRL for remaining companies that report in US GAAP

End of May, 2008

Sept – Nov 2008

(for fiscal periods that end on or after 12/15/2008)

2009 / 2010 Results

Expected

Dates 2008 Results

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Alternatives for Tagging Your Data in XBRL

Enterprise SolutionIntegrate the XBRL mapping into your financial reporting system

Enterprise SolutionIntegrate the XBRL mapping into your financial reporting system

Self Tagging Software SolutionExport your financial statements, then use software to assign tags to each line item

Self Tagging Software SolutionExport your financial statements, then use software to assign tags to each line item

Full Service SolutionProvide your financials to service provider for tagging, then review and validate

Full Service SolutionProvide your financials to service provider for tagging, then review and validate

1. Identify XBRL software compatible with your enterprise GL system

2. Hire firm for enterprise implementation3. Train staff on XBRL mapping4. Map data at the GL level5. Export data for creation of XBRL submission

documents

1. Identify XBRL software compatible with your enterprise GL system

2. Hire firm for enterprise implementation3. Train staff on XBRL mapping4. Map data at the GL level5. Export data for creation of XBRL submission

documents

1. Purchase XBRL tagging software2. Output your financial statements3. Train staff on XBRL mapping4. Select taxonomy, then map each line item to

the correct XBRL element5. Prepare documents for SEC submission

1. Purchase XBRL tagging software2. Output your financial statements3. Train staff on XBRL mapping4. Select taxonomy, then map each line item to

the correct XBRL element5. Prepare documents for SEC submission

• Select full service provider• Provide financial statements • Review and verify XBRL tags• Sign off for submission of documents to SEC

• Select full service provider• Provide financial statements • Review and verify XBRL tags• Sign off for submission of documents to SEC

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Estimated Costs from SEC Proposed Rule

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Additional Resources

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Corporate Use of Corporate Use of WebsitesWebsites

Making the Most of the SEC’s Latest Website Guidance

David M. LynnSeptember 24, 2008

http://www.investorrelationships.com/

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Background

Use of Electronic Media ReleasesAdoption of Regulation FDSEC Embraces Web Posting for Some

Corporate DisclosureSun Microsystems and Jonathan’s BlogAdvisory Committee on Improvements to

Financial Reporting

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Good News or Bad News? The SEC recognizes the importance of technology for

disseminating information in a disclosure-based system of regulation.

For the first time, the SEC indicates that companies can post information and have that information be considered “disseminated” without having to place the same information on a newswire or file (or furnish) it on a Form 8-K.

Principles-based guidance that companies can apply to their own circumstances.

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The Framework In the interpretive release, the SEC sets forth three

considerations to help determine whether information posted on a corporate website is considered public:• Recognized channel of distribution—Whether a company’s website is

a “recognized channel of distribution.”• Broad dissemination—Whether information is posted in a manner

calculated to reach investors.• Waiting period—Whether information is posted for a reasonable

period of time so that it has been absorbed by investors. The SEC also describes how website postings can satisfy the

public disclosure requirement of FD when selective disclosure occurs.

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An Opportunity

Companies now have an opportunity to revisit the Investor Relations portion of their website:• How well does it work for investors?• Can investors find the information they are looking for?• Will investors think of the company’s website as a “one stop

shop” for all of the important information they need about the company?

• What is the company doing to “market” its website to investors as a place where they can find information?

• How usable is the website for investors?• How can Web 2.0 technologies be used to “get the word out” to

the company’s investors?

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Usability

How Do Investors Use the Web?• Scanning vs. Reading• Use of Search Engines• Placement of Links and Information• Use of Effective Keywords• Use of Visual Cues• Appropriate Formats for Documents• Pushing the Information Out• Avoid Overload!

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An Example: GM

Note: It is easy to find investor information from the home page, either under the Corporate Information or Investorslinks.

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An Example: GM

Note: Scrolling across Corporate Information provides easy to follow links with effective key words.

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An Example: GM

Note: The Corporate Information page provides links to Investor Information as well as information for other stakeholdersalong the left side.

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An Example: GM

Note: The Investor Information page includes 12 key links listed on the left side in alphabetical order.

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Additional Guidance

Antifraud Considerations• Previously Posted Materials• Liability for Hyperlinks• Using Summaries

Disclosure Controls and ProceduresFormatting and Readability

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Corporate Use of Corporate Use of WebsitesWebsites

Making the Most of the SEC’s Latest Website Guidance

David M. LynnSeptember 24, 2008

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BackgroundBackground

Use of Electronic Media ReleasesUse of Electronic Media Releases Adoption of Regulation FDAdoption of Regulation FD SEC Embraces Web Posting for Some SEC Embraces Web Posting for Some

Corporate DisclosureCorporate Disclosure Sun Microsystems and Jonathan’s Sun Microsystems and Jonathan’s

BlogBlog Advisory Committee on Advisory Committee on

Improvements to Financial ReportingImprovements to Financial Reporting

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Good News or Bad Good News or Bad News?News? The SEC recognizes the importance of The SEC recognizes the importance of

technology for disseminating information technology for disseminating information in a disclosure-based system of regulation.in a disclosure-based system of regulation.

For the first time, the SEC indicates that For the first time, the SEC indicates that companies can post information and have companies can post information and have that information be considered that information be considered “disseminated” without having to place “disseminated” without having to place the same information on a newswire or file the same information on a newswire or file (or furnish) it on a Form 8-K.(or furnish) it on a Form 8-K.

Principles-based guidance that companies Principles-based guidance that companies can apply to their own circumstances.can apply to their own circumstances.

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The Framework The Framework

In the interpretive release, the SEC sets forth In the interpretive release, the SEC sets forth three considerations to help determine three considerations to help determine whether information posted on a corporate whether information posted on a corporate website is considered public:website is considered public:• Recognized channel of distribution—Whether a Recognized channel of distribution—Whether a

company’s website is a “recognized channel of company’s website is a “recognized channel of distribution.”distribution.”

• Broad dissemination—Whether information is posted Broad dissemination—Whether information is posted in a manner calculated to reach investors.in a manner calculated to reach investors.

• Waiting period—Whether information is posted for a Waiting period—Whether information is posted for a reasonable period of time so that it has been reasonable period of time so that it has been absorbed by investors.absorbed by investors.

The SEC also describes how website postings The SEC also describes how website postings can satisfy the public disclosure requirement of can satisfy the public disclosure requirement of FD when selective disclosure occurs. FD when selective disclosure occurs.

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An OpportunityAn Opportunity

Companies now have an opportunity to revisit Companies now have an opportunity to revisit the Investor Relations portion of their website:the Investor Relations portion of their website:• How well does it work for investors?How well does it work for investors?• Can investors find the information they are looking Can investors find the information they are looking

for?for?• Will investors think of the company’s website as a Will investors think of the company’s website as a

“one stop shop” for all of the important information “one stop shop” for all of the important information they need about the company?they need about the company?

• What is the company doing to “market” its website to What is the company doing to “market” its website to investors as a place where they can find information?investors as a place where they can find information?

• How usable is the website for investors?How usable is the website for investors?• How can Web 2.0 technologies be used to “get the How can Web 2.0 technologies be used to “get the

word out” to the company’s investors?word out” to the company’s investors?

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UsabilityUsability

How Do Investors Use the Web?How Do Investors Use the Web?• Scanning vs. ReadingScanning vs. Reading• Use of Search EnginesUse of Search Engines• Placement of Links and InformationPlacement of Links and Information• Use of Effective KeywordsUse of Effective Keywords• Use of Visual CuesUse of Visual Cues• Appropriate Formats for DocumentsAppropriate Formats for Documents• Pushing the Information OutPushing the Information Out• Avoid Overload!Avoid Overload!

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An Example: GMAn Example: GM

Note: It is easy to find investor information from the home page, either under the Corporate Information or Investorslinks.

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Note: Scrolling across Corporate Information provides easy to follow links with effective key words.

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Note: The Corporate Information page provides links to Investor Information as well as information for other stakeholdersalong the left side.

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Note: The Investor Information page includes 12 key links listed on the left side in alphabetical order.

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Additional GuidanceAdditional Guidance

Antifraud ConsiderationsAntifraud Considerations• Previously Posted MaterialsPreviously Posted Materials• Liability for HyperlinksLiability for Hyperlinks• Using SummariesUsing Summaries

Disclosure Controls and Disclosure Controls and ProceduresProcedures

Formatting and ReadabilityFormatting and Readability