Implementing XBRL

Developing a roadmap for the SEC mandate

Contents

1 What is XBRL?

2 XBRL and the SEC

4 Implementing XBRL

14 Focus on quality
To our clients and friends
For several years now, momentum has been building towards
a single electronic financial reporting standard to allow
more efficient retrieval and analysis of financial information.
One of the key objectives of this movement to digital
financial reporting is to enhance the accessibility of financial
information, which proponents believe will be utilized better,
faster and cheaper. Furthermore, a digital format would
support more informed business and investing decisions,
including greater comparability across enterprises.
The SEC has required filers to begin using “interactive data”
— eXtensible Business Reporting Language (XBRL) — as the
electronic financial reporting standard. This indicates the
dawn of a new digital era in business and financial reporting.
Implementing XBRL | Developing a roadmap for the SEC mandate
This document is intended to help companies develop
an XBRL implementation strategy that includes an
understanding of the key considerations and decisions
required to create a quality XBRL submission. Thus allowing
investors, analysts, regulators and other financial statement
users to realize the full benefits of XBRL. It outlines the
building blocks for a company’s XBRL implementation plan.
The foundation of this plan is for a company to develop the
necessary background on XBRL basics and the SEC’s XBRL
mandate. With an implementation framework comprised of
education, preparation and compliance, the development of
a company’s XBRL implementation plan can begin to take
shape.
As with every new regulatory mandate or legislation, we
encourage organizations, as a critical first step, to conduct
an internal assessment of their needs to determine how
the rule will affect their business. We hope you find this
publication useful in assessing your needs and determining
your next steps in implementing XBRL.
XBRL related terminology
Block text — A block of information, such as a financial
statement note, that can be tagged using a single block text
taxonomy tag.
Bolt-on — Expected to be the most commonly used approach
for creating XBRL, this approach can use existing financial
statements as the basis for creating XBRL (as opposed to an
integrated creation as part of the financial reporting process),
or by consolidating different data sources. The bolt-on approach
is achieved using XBRL creation software or outsourcing the
creation of XBRL using a third party.
Contexts — Component of an XBRL instance document that is
assigned to each piece of tagged data and contains defining
meta-data, including reporting period, entity and other
information.
Detail tagging — The tagging of information such as a financial
statement footnote using multiple tags to capture individual
pieces of information within the footnote.
Dimensions — Information in an XBRL taxonomy that allows
for the representation of the horizontal and vertical axes in a
financial statement table such as the Statement of Equity.
Dry-run — Essentially the act of performing a practice run of
the entire XBRL creation, review and test submission process in
preparation for the actual submission of XBRL to the SEC.
Extensions — Modifications to a standard taxonomy. XBRL
allows users to create company taxonomy extensions, including
adding new tags, creating custom labels and editing various
relationships between tags.
Instance document — XBRL file containing a company’s
financial information reporting periods and other related
information. The instance document uses tags from taxonomies
such as the US GAAP taxonomy as well as extension tags.
Integrated — An approach where XBRL creation is integrated
with existing accounting and reporting processes such as an
accounting or financial reporting software system.
Interactive data — Real-time exchange of businesses’
information using XML and other electronic technologies such
as XBRL.
Meta-data — Means “data about data,” or the various contextual
detail that defines the financial reporting information, such as
the type of data or reporting period.
References — Part of a taxonomy used to associate tags to
authoritative accounting literature that is used to support the
selection of tags as a secondary criteria. References (when
they exist) usually represent disclosure requirements or
definitional information associated with the financial concept
for a tag and are not meant to be the full definition of a tag
(i.e., references often do not include the recognition or
measurement guidance for that concept).
Relationships — Part of a taxonomy (linkbases) used to define
specific associations and other information about tags. There
are five standard linkbase types: Presentation, Calculation,
Definition (Dimensions), Labels and References.
Rendering — A human-readable presentation of an XBRL
instance document used to review aspects of its contents.
Tag Definition — A description of a reporting concept
represented by a “taxonomy documentation label” used to help
identify if a given tag is appropriate.
Tagging — How individual financial reporting and other data
(e.g., values, textual data) are identified using elements from
the taxonomy.
Taxonomies — Electronic dictionaries of tags (elements) that
define financial and other information and the relationships
between them related to a defined reporting framework (e.g.,
US GAAP taxonomy).
US GAAP taxonomies — Standard taxonomies developed
to contain US GAAP financial reporting concepts necessary
for submitting primary financial statements, notes and
supplemental schedules with the SEC.
Validation — Various checks for different layers of consistency
and comparability for determining if XBRL is created properly.
VFRP — Voluntary Financial Reporting Program started by
the SEC in 2005 to evaluate and assess both the ability of
companies to tag their financial information using XBRL and the
costs and benefits of using XBRL-tagged data for analysis.
XBRL GL (global ledger) — Future prospect for using XBRL to
handle information that is found in a chart of accounts, journal
entries or historical transactions (financial and non-financial),
using an XBRL taxonomy and rules specially designed to
transfer information from one ledger to another (e.g., roll up
subsidiary ledger to general ledger).
XBRL US — The US jurisdiction of XBRL International, a not-
for-profit consortium of approximately 500 companies and
agencies worldwide that developed the XBRL language, as well
as promote and support XBRL adoption. XBRL US developed
and maintains the XBRL US GAAP taxonomies.
What is XBRL?

eXtensible Business Reporting Language (XBRL) is the financial and operational business reporting offshoot of Extensible Markup
Language (XML), which is a freely licensable, open technology standard used to electronically exchange business information. XML is a
universally preferred data description language used to describe the storage, manipulation and exchange of data via the internet.

The idea behind XBRL is simple. Instead of treating financial

information as a static text — as in a standard internet page
Benefits of XBRL Initially, preparing reports using XBRL will likely require
additional effort for many organizations, particularly with
or a printed document, XBRL provides an identifying tag for A number of groups are likely to benefit from XBRL respect to tagging the various elements of information
each individual item of data, whether numeric or textual. including investors, governments, regulators, economic included in notes to the financial statements. Much of the
This tag is computer readable and allows the information to agencies, stock exchanges, financial information companies, work in tagging XBRL documents is performed the first time
be used interactively. executives, financial analysts and creditors. Supporters each report type is created. On an ongoing basis, each new
believe XBRL offers major benefits at all stages of business XBRL instance document is created with current data and
XBRL allows for the exchange and analysis of business
reporting and analysis. The benefits should be visible leverages previous efforts.
reporting data by encoding information in a meaningful way.
through increased automation, cost savings and faster, more
Computer applications can use XBRL data “intelligently”
reliable and accurate handling of data.
— recognizing the information in an XBRL document — and
then applications can select it, analyze it, store it, exchange For consumers, XBRL allows investors to concentrate their
it with other computers and present it in a variety of ways to efforts on analysis, aided by software that can validate and
users. compare XBRL information from company to company, or
across industry sectors. Standardized financial data results in
XBRL tags are used for the presentation and definition of
improved analysis and higher quality information for decision
information. Tags are defined and maintained in taxonomies
making.
that contain meta-data such as label, definition, data type
and period type. Taxonomies are the dictionaries that are
used to identify information included in these electronic Who is using XBRL? In Asia, regulators in China, In Europe, XBRL adoption is In the US, the Federal Deposit
documents. XBRL is extensible (i.e., capable of being Japan, Korea and Singapore primarily driven by banking Insurance Corporation (FDIC),
extended). A registrant can create, define and describe have mandated the use of regulators (e.g., France, Office of Thrift Supervision
new tags that may be unique to its own circumstances, XBRL for some reporting Belgium), tax authorities (e.g., (OTS) and Office of the
while otherwise maintaining the comparability of its other requirements. Netherlands, UK) or stock Comptroller of the Currency
information tagged using the standard taxonomy. XBRL exchanges (e.g., Spain). (OCC) have required banks to
is designed to be flexible and is intended to support all submit quarterly call report
current aspects of financial reporting across countries and information in the XBRL format
since late 2005.
industries.

Implementing XBRL | Developing a roadmap for the SEC mandate 1

XBRL and the SEC
On 30 January 2009 the SEC published a final rule that requires the use of interactive data (XBRL) for financial reporting. The SEC’s
phase-in begins for certain companies with quarterly periods that end on or after 15 June 2009. By late 2011 all primary financial
statements, notes and schedules for most public companies will be available in XBRL.
Who:
Initially, the requirement is for domestic and foreign SEC
filers using US GAAP, but the rule will eventually include
filers using International Financial Reporting Standards
(IFRS)*.
XBRL financial statement tagging does not apply to:
• An investment company registered under the Investment
Company Act
• A “business development company,” as defined
• A foreign private issuer (FPI) that presents its financial
statements without using either US GAAP or IFRS (as
issued by the International Accounting Standards Board)
What:
XBRL will be phased-in over three years beginning with
the first Form 10-Q (or for FPIs, their first Form 20-F or
40-F, if applicable) for the period ending after the specified
transition date.
Interactive data will be required for, and is limited to, a
company’s annual and quarterly financial reports, transition
reports related to a change in year-end, and reports on
Form 8-K and 6-K that contain updated financial statements
that were tagged when originally filed, as well as Non-IPO
Securities Act registration statements. The information to be
* IFRS as issued by the International Accounting Standard Board (IASB).
2 Implementing XBRL | Developing a roadmap for the SEC mandate
tagged in XBRL for these reports is limited to the face of the
financial statements, footnotes and schedules.
The face of the financial statements needs to be tagged in
each company’s first year of interactive data reporting.
The financial statement footnotes and schedules in each
company’s first year of interactive data reporting only need
to be tagged in block text only.
In its second year, a company would be required to tag
footnotes using the following four levels of detail:
• Each complete footnote tagged as a single block of text
(as would be required by a company in its first year of
compliance)
• Each significant accounting policy within the significant
accounting policies footnote tagged as a single block of
text
• Each table within each footnote tagged as a separate block
of text
• Within each footnote, each amount (e.g., monetary value,
percentage, number) separately tagged. The tagging of
narrative disclosure text is not required, but optional
In addition, in the second year, a company would be required
to tag financial schedules using the following two levels of
detail:
• Each complete financial statement schedule tagged as a
single block of text (as would be required by a filer in its
first year of compliance)
• Within each financial statement schedule, each amount
(e.g., monetary value, percentage, number) separately
tagged
The SEC is not requiring or permitting tagging of information
other than the financial statements, footnotes and schedules
(e.g., management’s discussion and analysis or executive
compensation disclosures).
How:
• To create the interactive data files, companies are required
to define, or “tag,” their financial statements using
elements mainly from the appropriate standard list of tags.
However, companies must extend the standard list of tags
for financial concepts not included.
• The disclosure submitted in interactive data format would
be an exhibit to, but not replace or change, the filed
financial statements using the traditional electronic filing
formats in ASCII or HTML.
• The rule requires that companies provide to the SEC a
new exhibit with their financial statements, including the
footnotes and schedules to the financial statements, in
interactive data format.
Other rule provisions:
• XBRL exhibits must comply with the updated SEC EDGAR
Manual which contains over 200 rules.
• XBRL exhibits are required to be submitted with the
related EDGAR filing, except for 30-day grace periods for
a company’s initial submission and its first detailed tagging
of notes and schedules. If a company chooses to avail itself
of the 30-day grace period, it must file the XBRL exhibit as
an amendment to the related SEC filing.
• With the exception of a 24-month phase-in period, the
XBRL file submitted to the SEC will be subject to the
same liability as the traditional financial statements. For
the initial two years a registrant must comply with the
rule, its XBRL submissions will have liability limitations,
which terminate completely on 31 October 2014 for all
registrants under the rule.
• XBRL exhibits are required to be posted on the company’s
website on the same day they are submitted to the SEC.
• Companies that do not provide or post required XBRL
on the date required are deemed not current with their
Exchange Act reports and, as a result, would not be
eligible to use short form registration. In addition, they
would not be deemed to have available adequate current
public information for purposes of the resale exemption
safe harbor provided by Rule 144. However, such a
delinquent company will be considered to be current in
its reporting obligations immediately upon remedying the
delinquency.
Additional SEC activities:
The SEC has been monitoring XBRL for several years, and
has taken several steps, including:
• VFRP — instituted a Voluntary Financial Reporting
Program in the spring of 2005. Over 120 companies
have participated in the SEC’s VFRP, designed to allow
companies, on a voluntary basis, to furnish supplemental
financial information using XBRL through EDGAR. The
SEC’s aim was to assess both the ability for companies to
tag their financial information using XBRL and the costs
and benefits of using XBRL tagged data for analysis. The
SEC’s VFRP ends on 13 April 2009 for all non-investment
companies under the final rule.
• US GAAP Taxonomy — Funded the development of XBRL
US GAAP taxonomy.
• Risk and return — Adopted a separate rule to require
mutual funds to use XBRL to tag risk and return
information for periods beginning on or after 1 January
2010.
• Rating agency — Issued a rule in February 2009 requiring
rating agencies to utilize XBRL in tagging rating changes.
• IDEA — Unveiled plans for IDEA (Interactive Data Electronic
Applications), the successor to the agency’s existing
EDGAR system, which accepts the XBRL format. IDEA
is designed to make greater use of XBRL reporting and
analysis capabilities.
Implementing XBRL Developing a roadmap for the SEC mandate
Timing of when the rule applies
Large accelerated filers* using US GAAP
Phase 1
Worldwide public common equity float above $5 billion**
Applies for fiscal periods*** ending on or after
15 June 2009
Phase 2
All other large accelerated filers* using US GAAP
Applies for fiscal periods ending on or after
15 June 2010
All remaining filers using US GAAP, includes smaller
Phase 3
reporting companies
Foreign private issuers using IFRS
Applies for fiscal periods ending on or after
15 June 2011
*Exchange Act Rule 12b-2 generally defines “large accelerated filer” as an issuer that
has common equity held by unaffiliated persons with a value of at least US $700 million,
has been subject to the Exchange Act’s periodic reporting requirements for at least
12 months, has filed at least one annual report and is not eligible to use the disclosure
requirements available to smaller reporting companies for its periodic reports.
**Worldwide public float is defined as the aggregate worldwide market value of the voting
and non-voting common equity held by non-affiliates as of the last business day of the
second fiscal quarter of the company’s most recently completed fiscal year (i.e., the
same measure used to determine accelerated filer status). That is, a calendar year filer
will determine its eligibility for the first phase-in group using its worldwide public float
measured at 30 June 2008.
***For the first Form 10-Q (or for FPIs, their first form 20-F or 40-F, if applicable) for the
period ending after the specified transition date.
3
Implementing XBRL

In general terms, there are three major steps in preparing for and complying with a move The three major steps of an XBRL implementation
framework include:
to digital financial reporting through XBRL.
• Educate and assess — The time to learn more about
First—year XBRL timeline (for any phase) XBRL and better understand the specific regulatory
requirements and implementation timeline.

Educate and assess
• Understand SEC plans
• Learn about XBRL and taxonomy
• Assess needs and readiness
• Prepare for the rule — The “think, design and build” phase,
1 which includes mapping of financial statement information
to the appropriate XBRL taxonomy (e.g., IFRS, SEC).
• Comply with the rule — Create, review and submit
the appropriate XBRL documents to the regulatory
authorities.

Thirty day grace period

Prepare for the rule
• Design and build creation process
• Map financial information to taxonomy
• Perform an XBRL “dry-run”
2 This three-step process, depicted in the graphic and outlined
here in more detail, may vary based on the organization’s
decisions (e.g., managing XBRL efforts “in-house” vs.
outsourcing). For each step in the process, look at the key
activities, decisions and action items within the step.

When implementing this framework, some companies may

Nine months prior
to first submission due
Comply with the rule
• Create XBRL documents
• Review XBRL documents
• Submit XBRL documents
Six months prior Three months prior
to first submission due to first submission due
3 strive for a more self-sufficient XBRL implementation at the
outset, while others will choose an interim approach with the
intent of evolving to an optimal implementation approach
after gaining experience with XBRL. For example, many
companies may use an EDGAR filing agency to create their
first-year XBRL submissions, and later transition to creating
XBRL documents themselves in year two or three. By taking
this approach, companies may more effectively manage the
tagging of notes and supplemental schedules to the financial
statements at the lowest level of detail (potentially hundreds
of additional tags for some companies).

4 Implementing XBRL | Developing a roadmap for the SEC mandate

 1 Educate and assess
The first step in the framework involves taking the time to
learn more about XBRL, the specific details surrounding the
SEC rule and assessing unique aspects of an organization
that may affect XBRL implementation. A critical point to
consider, however, is that having only one person in an
organization who is knowledgeable about XBRL may not be
sufficient. Key stakeholders across the enterprise should
invest the appropriate time to learn about and discuss
the implications of implementing XBRL. During this step,
companies should focus on the following activities to prepare
for XBRL:
• Understand the overall regulatory requirements for
implementing XBRL
• Identify an internal XBRL “point-person” or coordinator
(i.e., process owner) to coordinate the process, including
educating key stakeholders
• Assess the need, if any, for outside technical support or
assistance with XBRL tagging and/or internal issues to
manage the XBRL implementation in-house
Reasons to get XBRL right • Maximize usefulness to
investors
• XBRL files that do not pass
SEC validation criteria will not
be accepted
• SEC comments may result in
amended filing, prospective
changes or other SEC action
• Explore and better understand the various implementation
approach options:
−− Internal skills needed within the organization to
implement XBRL
−− External assistance options from vendors and
advisory firms
−− Tools and software packages available to support the
transition to XBRL
Communication, coordination and education
Companies should first gain a clear understanding of the
regulatory authority’s plans and requirements for XBRL
and to assess the potential effects and options around
implementing XBRL. The SEC rule and EDGAR Manual detail
the timing and requirements for each company and should
be carefully analyzed and clearly understood.
The learning curve for XBRL is steep and requires a mix of
technical and accounting skills to fully understand how best
to create a quality XBRL submission. Often, the best starting
point is to identify an individual within the organization to
• Exposure to Securities Act or −− Inconsistent with
Exchange Act Liability comparable companies
• Inaccuracies may cause users −− Not usable by all
to find the XBRL: XBRL‑enabled software
−− Inconsistent with the
traditional format of the
financial statements
Implementing XBRL | Developing a roadmap for the SEC mandate
serve as the XBRL point-person, or coordinator, for the
effort. For most organizations, this individual will be part of
the company’s external financial reporting group.
Training and education are also important aspects in this
initial step. Websites for XBRL US (www.xbrl.us), Ernst &
Young (www.ey.com/xbrl) and regulatory authorities (www.
sec.gov) are good resources for the XBRL point-person to
start his or her education.
XBRL will affect an organization by placing additional
pressure on the management and coordination of the
financial reporting process. As a result, teaming and overall
coordination are important. Taking the time to educate key
stakeholders on XBRL is critical. Assembling a core team
and gaining access to the right resources and materials
are important ingredients to developing a high-level
implementation plan.
In developing the high-level plan, coordination across
enterprise business units and functional areas is essential.
For example, the XBRL point-person or core team needs to
communicate how XBRL will affect the various departments
that participate in the financial reporting process, including
areas such as investor relations, general counsel and
information technology.
5
Implementing XBRL
Learn about XBRL: Implementation approaches
There are two basic approaches to creating XBRL documents
for financial reporting, each with a range of options to be
considered:
Internal creation: This involves the company creating the
XBRL documents, and can be accomplished by using stand-
alone XBRL creation software as part of a “bolt-on” creation
process that uses existing reporting formats as the source
for the XBRL. Another alternative is a process in which data
(including footnotes) are integrated and managed from
various sources to create XBRL. The bolt-on process is based
on financial information from the existing reporting process
using developed electronic formats such as Microsoft Excel,
Word, HTML, PDF, etc., which is then used as the source
data for creating XBRL-formatted financials. This bolt-on
process could evolve to where the XBRL-formatted financial
statements are being partially or fully generated from the
organization’s financial reporting system.
6 Implementing XBRL | Developing a roadmap for the SEC mandate
Outsourced services: This involves outsourcing different
components of XBRL implementation (e.g., project
management, XBRL tagging, XBRL creation) to a third-
party service provider with the company reviewing the
results. Different outsource providers offer varying levels of
assistance. For example, some service providers may involve
company personnel actively in the process of determining
the tags used, while others may not require company input
until the review process.
Due to the technical complexity of creating XBRL instance
documents and taxonomy extensions, and the relative
immaturity of XBRL software, many users are expected to
use a partial or full outsourcing model initially. When XBRL
services are not entirely outsourced, the need for a third-
party advisor should be evaluated early in the process.
Implementation approach criteria
There are several criteria to consider when choosing an
internal or outsource implementation approach. The
selection of an implementation approach depends on those
criteria that are most important to the company, and may
change over time.
• Control — How much control does the company want over
the implementation process? The desire for more control
typically favors an in-house approach.
• Cost — How much does the company plan to spend on
implementation and what is the available budget for
outside support? Internal resources are not without costs
and may result in a lower level of efficiency.
• Knowledge investment — Does the company have the
level of knowledge necessary to successfully implement
XBRL and to produce a quality XBRL submission? What
investments are the company willing to make to assign
internal resources to do this work?
• Level of effort — What level of effort can personnel
effectively devote to the creation of XBRL? In addition to
knowledge and experience, do they have the capacity?
• Timing — What is the overall timing and current status
of efforts relative to regulatory requirements? Is the
company on track or is it behind?
• Future functionality — What are the future functionality
needs (e.g., tagging of detail notes and integrating
creation into the financial reporting process)? It is
important to note that companies can move from one
approach to another, and many in the SEC’s XBRL VFRP
have done so.
Outside support needs and internal readiness
A company may want to consider obtaining external
assistance to help it determine the criteria for and selection
of an implementation approach, help provide an independent
assessment of its readiness in meeting the SEC requirements
and help it develop its plans.
It is important for an organization to assess its internal
readiness level and specific needs to meet the SEC
requirements. One helpful and time-saving step in assessing
XBRL implementation is to talk to companies that have
participated in the SEC’s XBRL VFRP. These participant
companies can offer insights into the challenges and leading
practices of XBRL implementation. They can provide
feedback on the creation approach initially utilized, their
current approach and future plans to tag notes in detail.
They can also provide insight on the various XBRL software
vendors and service providers they used.
Desired outcomes:
• An XBRL point-person, or coordinator, is identified to
coordinate the process
• Key stakeholders understand XBRL basics and the SEC
rule requirements
• Management understands the effects of XBRL on
financial reporting, including unique aspects that will
affect implementation
• Company has determined its interest and ability to
develop XBRL-skilled resources

• Company understands and has assessed the different

implementation approaches

• Company has determined if outside assistance is

needed (e.g., EDGAR filer, software vendor, auditor)

IDEA (Interactive Data This new system is designed The decision to replace the investors move from the existing
Electronic Applications) to give investors faster and EDGAR system marks the process of manual sifting and

easier access to key financial
information about public
companies and mutual funds.
According to the SEC, it will
at first supplement and then
eventually replace the EDGAR
system.
transition from collecting forms
and documents to making the
information freely available
to investors in a more user-
friendly electronic format. This
electronic format (including
XBRL) will help analysts and
1
then re-keying the information
for analysis, to being able to
instantly search, collate and
analyze the information for
thousands of companies.

Implementing XBRL | Developing a roadmap for the SEC mandate 7

 2 Prepare for the rule
The second step in the process involves preparing for the
specific regulatory rule, or rules, concerning XBRL that will
affect an organization. Essentially, this step involves the
following activities:
• Design and build the XBRL creation process
• Determine the specific approach and process to map
financial information to create XBRL documents
• Identify software needs and contract for tools and/or third-
party service providers
• Map financial information to appropriate taxonomy (e.g.,
US GAAP or IFRS) and determine the level of tagging with
XBRL
• Perform an XBRL “dry-run”
Design and build creation process
As previously outlined, there are two basic approaches
to XBRL implementation, or creation (internal creation
and outsourced services), each with a range of options.
Because of the different implementation approaches and the
continued development of solutions for the market, XBRL
implementation for many companies will be an evolutionary
process. In other words, they may start with one approach
and transition to another. As more integrated options
become available, many companies will likely move from a
manual or outsourced bolt-on model to a more integrated
and consolidated creation process.
8 Implementing XBRL | Developing a roadmap for the SEC mandate
In preparing for the rule, the implementation approach
(i.e., internal creation vs. outsourced services) needs to be
finalized. For example, in an outsourced approach, which
specific elements (e.g., project management, XBRL tagging,
XBRL creation) will be outsourced?
Software selection
XBRL is still an emerging technology. Given the size and
complexity of the XBRL US GAAP or IFRS taxonomies,
companies should select the appropriate XBRL creation
software carefully by considering the following:
• Ease of use
• Costs
• Training and support considerations
• Ability to fully extend taxonomy
• Ability to tag notes in detail
• XBRL and regulatory authority validation requirements
• Compatibility with existing formats (e.g., PDF, Word, Excel,
HTML)
• Review and validation capability
• Rendering capabilities (e.g., compatibility with SEC or
other regulatory viewer requirements)
−− Desired level of automation
−− Comprehensive compatibility with all aspects of the
relevant taxonomy or future taxonomies such as IFRS
A critical consideration when selecting software is full
compatibility with all aspects of the SEC rule and EDGAR
Manual XBRL requirements, and the US GAAP or IFRS
taxonomies. As a result, it is best to understand how the
XBRL software being considered supports these important
requirements.
Third-party implications
While third-party creation services are expected to be
the common method for many companies to initially
create their XBRL filings, certain considerations should be
examined before determining if the third-party approach,
or a specific third-party vendor, outweighs the benefits
of performing XBRL tagging in-house. The preparer is
ultimately responsible for XBRL mapping and the resulting
XBRL documents. As a result, the preparer should clearly
outline the responsibilities of the third party to help maintain
a robust process resulting in the desired output. Financial
reporting experts should participate in the mapping of the
company’s financial statements to the US GAAP taxonomy,
including a detailed review of the results.
Some of the key considerations that relate to outsourcing
with a third party include:
• A cost-benefit analysis associated with the third-party
approach
• The specific knowledge of the company’s business and
industry
• The ability to deliver XBRL content in a timely fashion
• The effectiveness of the process and tools utilized for
XBRL creation
• The level of XBRL experience and expertise on the client
service team
• The representations from the third party to management
on its responsibility for, and extent of, validation
procedures on the XBRL exhibit.
Map financial information to taxonomy
The first step is to determine the right XBRL taxonomy (e.g.,
US GAAP, IFRS). In preparing for the rule, take the time to
review and understand the different taxonomies, including
industry variations.
The US GAAP taxonomy has several different industry “entry
points.” These entry points represent a set of tags that have
common relationships based on industry, including specific
tags and variations in reporting structures (e.g., classified
vs. unclassified balance sheets). If an organization’s specific
industry is represented by the taxonomy and is appropriate
for its business, companies should use that taxonomy as the
entry point.
It is important to note that a specific industry entry point
may not represent relationships for all elements in the US
GAAP taxonomy. It is therefore critical to be aware of this
risk when a company performs its mapping process, as
navigation of relationships should not be the only method for
finding tags. Additionally a full search of all taxonomy tags
should be performed in order to assess all available tags.
The next step is to map the financial statement information
to the most appropriate taxonomy tags. In this step, it
is important to capture the right information, including
alternative options and extension details. A mechanism for
capturing this information such as a structured spreadsheet
Implementing XBRL | Developing a roadmap for the SEC mandate
More about XBRL taxonomies
Taxonomies are the basis for tagging financial statements, Additionally, interim extensions to the US GAAP taxonomy will be
supplemental schedules and notes to the financial statements in released as needed to provide timely content not available in the
XBRL. A taxonomy is an electronic dictionary defining thousands current release. Additionally, companies should understand the
of business reporting concepts (including text) and their impact of subsequently issued taxonomies and consider how some
relationships. The taxonomy provides details for each concept, of their extension tags might be incorporated into future versions
including the labels, definitions, accounting balance (i.e., debit or of the taxonomy.
credit), presentation and summation information.
The XBRL US GAAP taxonomy can be found and viewed at the
The SEC uses the XBRL US taxonomy, which is maintained and XBRL website at www.xbrl.us.
updated by XBRL US, to reflect changes in the US GAAP and SEC
financial statement disclosure requirements, as well as changes in
common reporting practice. The US GAAP taxonomy is expected to
be updated once a year with new content and improvements.
ABC Corporation (in millions) 21,081 – What is being tagged?
Balance sheets Cash/cash equivalents: 21,081,000,000
June 30
Currency: US dollars
2009 2008
Assets
Reporting period: 2008-06-30
Current assets:     Balance: Debit
Company: ABC Corporation
Cash equivalents $ 19,188 $ 21,081
Short-term investments (including securities pledged Statement: Balance sheets
as collateral of $3,797 and $9,624) 54,322 86,183
Definition: Cash equivalents, excluding
Total cash and short-term investments 73,510 107,264 items classified as marketable
Accounts receivable, net of allowance for securities, include short-term, highly
doubtful accounts of $357 and $426 35,601 29,252
liquid investments that are both
Inventories 3,538 4,640 readily convertible to known amounts
Deferred income taxes 5,962 6,091 of cash, and so near their maturity
Other 7,514 6,641 that they present insignificant risk
of changes in value because of changes
Total current assets 126,125 153,888
in interest rates
9
Implementing XBRL
for organizing and communicating taxonomy tagging
information is needed. This recording mechanism has the
added benefit of providing a trail of the thought process and
tagging decisions, including alternative considerations. In
addition, you may want to understand how and when the
taxonomy is updated, and the process for providing feedback
to help with future submissions. In order to obtain feedback
on the taxonomy, XBRL US recommends that companies
consider sending their identified extension tags that might
apply to other companies (e.g., specialized industries) in
order to minimize the need for future extensions.
Due to its relative immaturity, specialized industries that
use the XBRL US GAAP taxonomy will likely need to create
more extension tags. Deciding on the most appropriate
tags and extending the taxonomy are vital tasks. The SEC’s
stated intent is to review non-standard (extension) tags,
especially when companies choose to extend the taxonomy
because it does not contain a financial concept represented
in the financial statements. Due to the nature and size of
the taxonomies, identifying the most appropriate tag is a
skill developed over time. For example, during the mapping
process a company may encounter two tags that appear to
represent its financial data, but one tag is more general and
the other more specific. Although both may seem accurate,
a decision needs to be made as to the better tag to use.
In cases where a public XBRL taxonomy (e.g., US GAAP)
does not provide the necessary tag for an organization’s
financial statement, an extension tag can be created in a
taxonomy extension without altering the original taxonomy.
The preparer will need to determine if any extensions need to
be made to the taxonomy to report its financial information,
10
and a preliminary mapping process would determine those
needs.
The following summarizes some of the EDGAR Manual rules
when selecting the appropriate taxonomy tags:
• Use the tag with a period type that matches the amount
being reported. For example, “instant” period type is
for values that are only measurable at a point in time;
while the value “duration” is used for all other elements,
including textual information.
• Use the tag with the most specific type where facts are
consistently reported in one or more periods. For example,
use a tag with monetary type (tagged as a dollar amount)
over a tag whose type is string (tagged as text) when
tagging a monetary fact.
• A tag’s definition (documentation label) must match all
of the facts being tagged by it. If any of the amounts being
tagged do not match the tag’s definition or it explicitly
excludes one or more of the amounts tagged by it, another
tag must be used.
• When there is more than one tag with a definition that
fits a fact being reported, use the tag with the narrowest
definition.
• If there is a choice between standard tags with distinct
references, use the tag with the more specific reference.
• If a taxonomy tag’s label does not match exactly to a
company’s line item caption, it should be changed in a
company’s extension without adding a new tag.
Implementing XBRL | Developing a roadmap for the SEC mandate
The different relationships (presentation and calculation)
used to navigate the US GAAP taxonomies are based on
industry variations in common reporting practices (financial
statements, footnotes and schedules). These relationships
assist users viewing tags by providing clues as to their
meaning, but are not the best mechanism for selection,
because tags may not be found in the expected hierarchy
(e.g., an appropriate tag for a balance sheet caption may
actually be located under the note hierarchy, not the balance
sheet hierarchy).
If a tag cannot be found for a given financial reporting
concept, companies should use a search mechanism that
searches all taxonomy tags regardless of industry entry
point, and look in other areas in the taxonomy trees (e.g.,
tags that one company might use on its balance sheet might
be located in the notes to the financial statements). It is
important to note that not all search mechanisms function in
the same way (e.g., search all tags and tag criteria).
If after a thorough search an accurate or specific-enough
tag cannot be found, that element should be added in a
company’s extension taxonomy.
Consult the SEC EDGAR Manual (www.sec.gov) and the XBRL
US Preparers’ Guide (www.xbrl.us) for more information on
tag selection and the different industry entry points into the
taxonomy.
Website functionality
As mentioned previously, the SEC rule requires companies
to simultaneously post their XBRL submissions on their
corporate website when they are submitted to the SEC. In
addition, companies could also:
• Provide a user-friendly viewer for the posted XBRL
documents
• Provide an interactive mechanism to analyze and compare
the XBRL documents (i.e., compare between reporting
periods, perform simple ratios or other analysis)
To maximize XBRL benefits for investors, many companies
are expected to provide a mechanism for viewing or
interacting with XBRL data on their website. The assessment
of website functionality should weigh the timing, cost and
level of effort against the perceived benefits to investors
and analysts.
Dry-run of the XBRL process
The old adage “practice makes perfect” applies to XBRL.
Public companies that currently are not required to submit
XBRL exhibits should begin creating XBRL exhibits prior to
the first required reporting period. In addition, companies
might weigh the benefits of detail tagging their notes before
they are required to do so. If a company chooses not to
submit XBRL before it is required, it may want to consider
performing a “dry-run” of the XBRL creation process prior to
its initial required filing.
A leading practice consideration is for companies to go
through the newly designed process as a “dry-run” of the
XBRL creation, review and submission process to assess the
experience and modify the process as needed. The “dry-
run” could include uploading a test submission to the SEC
website to assess if it meets the SEC automated validation
requirements and viewing the test submission using the
SEC’s XBRL previewer.
Implementing XBRL | Developing a roadmap for the SEC mandate
Desired outcomes:
• Overall approach and implementation plans finalized
• XBRL creation software and/or third-party service
providers selected
• XBRL budget approved and the overall roles and
responsibilities for key personnel outlined
• The specific XBRL taxonomy to be used has been
identified
• Preliminary mapping of financial concepts to relevant
taxonomy tags and identification of extensions
completed
• Validation and review processes are developed and key
processes tested
• XBRL website plans developed
• A pilot or “dry-run” of an XBRL submission conducted
to gain experience
2
11
 3 Comply with the rule

The third step in the process involves complying with the SEC Review XBRL documents Risks Review activities Considerations
rule, and includes the following activities that are performed The next task is to review the resulting XBRL documents. The
around the creation, review and submission of XBRL for issues and concerns during the XBRL review process extend Guidance:
Viewable form of XBRL Compare XBRL in SEC
• SEC requirements
financial reporting: beyond the need to identify the most appropriate tags. In does not reflect the previewer to official
(including EDGAR
addition to tag selection, the review must be broader in its related official filing filing
Manual)
• Create XBRL documents • XBRL US Preparers’
scope and include the accuracy, completeness, rendering
Manual review of Guide (including
• Review XBRL documents and structure of the data in XBRL. Since XBRL is a technical Amounts and consistency
XBRL tags (including
standard, it needs to conform to both the XBRL specification Block Text are not
comparing to the checks)
• Determine auditor involvement, if any appropriately tagged • XBRL technical
and the specific requirements of the SEC. Testing the XBRL taxonomy)
specifications
• Submit XBRL for conformity is commonly known as validation. Potential assistance:
• Use XBRL validator
XBRL dimensions,
• Test submit to • EDGAR filers
• Assess short- and long-term implications Validation is an important part of the XBRL review process. calculations and other
• Software vendors
EDGAR
The review process includes the validation of the XBRL technical requirements
• XBRL markup • Auditor
Create XBRL documents are not valid
• Other
documents at various levels, from a technical perspective to review
The first task in complying with the rule is creating the
checking the accuracy of the tagging. The key focus areas
XBRL documents. Using the selected XBRL implementation 3. Use XBRL validator — There are third party software
include accuracy and consistency. The diagram outlines
approach (i.e., internal vs. outsourced services), the validation routines (both in stand alone software and as
the three basic risks related to the propriety of the XBRL
experience from the “dry-run” process will help provide a part of XBRL creation tools) that will assess if an XBRL
documents. There are five basic review activities that can be
solid foundation for the formal creation of XBRL documents exhibit complies with the XBRL technical specifications.
performed to address the three basic risks.
for submission. As discussed previously, key elements in this By using validation software, companies can assess
step are the mapping of financial statements to XBRL tags, The five basic review activities are: the XBRL exhibit’s compliance with the XBRL technical
including any taxonomy extensions, and the creation of an 1. Compare the XBRL tagged data in the SEC previewer to specifications.
XBRL instance document. It is recommended that companies the official filing — The SEC has made available its viewer
4. T
est submit to EDGAR — In order to evaluate whether an
using a third-party outsource provider, such as an EDGAR code to allow filers to see how their XBRL would appear
XBRL exhibit would be able to be uploaded into EDGAR,
filer, obtain commitment from the provider to communicate once submitted to the SEC. By using the previewer,
companies have the ability to voluntarily submit XBRL
any judgments or interpretations of the SEC rule and EDGAR filers can review their SEC submissions for material
exhibits through the SEC’s test submission process. The
Manual made on their part during the creation of the consistency with the official financial statement filings.
test submission software processes XBRL exhibits in a
company’s XBRL documents. This step will help companies
2. Manual review of XBRL tags — Companies must put manner similar to the EDGAR system. By making a test
better understand the XBRL creation process and in turn
sufficient diligence into the review of selected tags to submission, companies may be able to identify issues
become educated on any decisions made during the mapping
determine that they are the most appropriate. that would prevent acceptance by EDGAR.
and creation of their XBRL exhibit by a third party.

12 Implementing XBRL | Developing a roadmap for the SEC mandate

5. XBRL markup review — In order to comply with the SEC
EDGAR Manual, companies must verify that all details
present in the existing filings are properly captured in the
actual XBRL submissions (e.g., proper use of contexts
and calculations).
Auditor involvement
The SEC rule does not require independent auditor
assurance on XBRL submissions. An auditor is also not
expected to read the XBRL exhibit to assess if there are
inconsistencies with the audited financial statements as with
Management Discussion and Analysis (MD&A). The SEC’s
belief and expectation is that each preparer is in the best
position to determine the appropriate manner to assess the
accuracy of the XBRL documents. The SEC also expects that
software providers and other third parties will help develop
procedures and tools to help in that regard.
Because the independent auditor is familiar with the financial
statements of the company, companies might benefit by
engaging their independent auditor to provide assistance to
management in assessing whether:
• Taxonomy tags or extensions selected are appropriate
• The XBRL rendering reflects the related official filing
• XBRL documents comply with other aspects of XBRL
(e.g., proper use of contexts and calculations)
The independent auditor can be engaged to provide
permissible advisory services, or agreed upon procedures, in
order to increase the company’s confidence level in its XBRL
exhibit.
Submit XBRL documents
It is now time to submit the XBRL documents to the SEC’s
EDGAR system. Once the XBRL is submitted into the SEC’s
EDGAR system, it must be made available on the company’s
public website on the same day as the official filing.
It is important to note that the SEC EDGAR system
may automatically suspend the XBRL exhibit due to
non-compliance with SEC requirements. Suspension of
submissions can have an adverse effect on the timeliness of
submissions, causing delays and requiring changes to the
XBRL documents. Awareness of the validation status of a
company’s XBRL prior to submission is important because
the SEC system may accept the filing but suspend the XBRL
exhibit and a company would have to file an amendment to
the filing to resubmit the XBRL exhibit. It is recommended
that companies using third-party outsource providers,
such as EDGAR filers, obtain a commitment from the
filer that they follow all the SEC rules and EDGAR Manual
requirements and preferences.
Short- and long-term implications
Now that the XBRL documents have been successfully
submitted, appropriate people in the organization should
review all aspects of the XBRL implementation process with
a focus on improving its efficiency and effectiveness. With
the process for the first year of SEC compliance complete,
a strategy for the second year of compliance can be
developed. This process should build on the existing creation
outputs and experiences gained, while considering the
effects of detail tagging of the footnotes and
Implementing XBRL | Developing a roadmap for the SEC mandate
schedules and evaluating the feasibility of a long-term plan
for integrating the creation of the XBRL into the financial
reporting process.
New, more integrated software applications are starting to
be developed, which will allow XBRL to work more effectively
with existing accounting and reporting systems. Instead of
a bolt-on approach, this software will feature an integrated
or automated approach, in which XBRL can be exported
directly from the ERP or financial reporting systems. The
integrated creation approach has been slower to market
than the current largely manual bolt-on approach. For many
companies, however, an integrated, or automated, process
will likely replace the stand-alone creation process when
existing accounting and reporting systems are XBRL-enabled.
These integrated systems will provide taxonomy-tagging
functionality and XBRL instance document creation output.
While XBRL may evolve to be utilized for internal reporting,
currently there appears to be very little interest in replacing
existing systems with an XBRL-enabled internal reporting
system. XBRL GL is another future prospect, but one that
needs to mature in order to gain wider acceptance among
software vendors.
13

Desired outcomes:
• Creation of a valid XBRL instance document and
taxonomy extensions
• Development of validation and review reports that
consider accuracy and consistency
• Independent auditor involvement is determined, if any
• XBRL documents submitted to the SEC and posted on
the company’s website
• Assessment made of overall experience, including any
open issues or challenges experienced
• Year-two strategy developed
• Long-term approach strategy considered (i.e., bolt-on
vs. integrated approach)
3
14
14
Focus on quality
Meeting the SEC submission requirements alone will not necessarily result in high-quality
XBRL documents. Preparers should strive for the highest quality submission for analysts,
regulators and consumers to realize overall benefits of XBRL. Therefore, companies need
not only to understand the technical requirements, but also put sufficient diligence into the
selection of appropriate tags and verify that all details present in the existing filings are
properly captured in the XBRL submissions. Quality considerations include:
• Selecting the most appropriate XBRL tags Quality considerations extend beyond just selecting the
optimal tags. The SEC EDGAR Manual includes over 200
• Carefully assessing the implications of internally preparing
requirements for XBRL submissions such as representing
XBRL files versus having the work performed by a third
how each individually tagged value relates or calculates to
party (e.g., EDGAR filing agency)
its parent. These calculations must be accurate and without
• Utilizing an investor-friendly platform for presenting XBRL error.
files on the organization’s public website
When reviewing the XBRL-formatted financial statements,
The US GAAP taxonomy for XBRL is relatively large. companies should keep the following in mind:
As a result, it is fairly complex and requires the use of
• The taxonomy tags, and any extensions selected, are
judgment. Unless tagging is correctly and consistently
appropriate
applied, the promised benefits of improved analysis will
not be generated. Companies creating XBRL need to fully • The XBRL rendering reflects the related official filing
understand the taxonomies and how best to align them with
• The XBRL documents comply with other aspects that
their financial information. In addition, the underlying XBRL
cannot be assessed solely by viewing a rendering
code must meet quality standards and be consistent with
(e.g., XBRL technical validation, whether contexts and
other submissions to increase comparability.
calculations are used appropriately)
Finally, the experience of financial statement users accessing
and utilizing the XBRL files on the company’s website should
be thoughtfully addressed.
Implementing XBRL | Developing a roadmap for the SEC mandate
Conclusion

We hope this document has provided you with insights to XBRL, including some of the key
activities associated with implementing XBRL for financial reporting. While there are a
number of issues and considerations, we believe the following are the key aspects that will
drive the quality of XBRL-formatted financial statements:
• Invest the time needed to understand the specific SEC • Consider involving a third-party vendor and/or your
requirements and timing concerning XBRL and what it external auditor for assistance in developing your overall
means to your organization; for areas not addressed by XBRL implementation approach and in reviewing your
the SEC rule and EDGAR Manual, utilize the guidelines in XBRL documents.
the XBRL US Preparers’ Guide.
• Invest the time needed to fully understand the various
• Identify a point-person, or coordinator, to coordinate XBRL taxonomies and carefully select the most
the XBRL implementation efforts in your organization, appropriate tags for your organization; do not base
focusing on education, awareness and communication with tagging decisions solely on their location in the taxonomy.
key stakeholders.
• Develop appropriate XBRL validation process controls
• Develop an initial high-level plan outlining your approach around accuracy and consistency.
(i.e., internal creation vs. outsourced services), as
• Provide feedback to XBRL US in the form of extension tags
well as the specific issues and considerations for your
to be considered for future taxonomy updates.
organization; if you are using an outsourced creation
model, be aware of the mapping, creation and review • Look beyond year-one requirements and develop a plan
process steps and understand the deliverables. for XBRL for year-two and beyond.

Implementing XBRL | Developing a roadmap for the SEC mandate

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