2. Form 10-K Preparation Process
Company/Registrants
Attorneys & Accountants
Files for Conversion
Proofing Cycles
Final Approval
Final HTML/ASCII Version
Printed & Mailed to Investors
Reverse Conversion for Company
Filings
SEC
Final HTML & PDF
Filing Agent
Self-Filed Directly to SEC
Multiple Services &
File Exchanges
3. 10-K filings by one company
1996 263 pages
1999 265 pages
2009 1,376 pages
4.
5. “I read a few prospectuses for residential-
mortgage-backed securities – mortgages,
thousands of mortgages backing them, and
then those all tranched into maybe 30 slices.
You create a CDO by taking one of the lower
tranches of that one and 50 others like it.
Now if you’re going to understand that CDO,
you’ve got 50-times-300 pages to read, it’s
15,000. If you take one of the lower tranches
of the CDO and take 50 of those and create a
CDO squared, you’re now up to 750,000
pages to read to understand one security.”
Warren Buffett, Fortune Magazine, April 8, 2008.
6. Removal of Accounts
Subject to the conditions set forth in the next succeeding sentence, the Transferor may, but shall not be obligated to,
designate from time to time (which may be restricted to certain periods if so specified in the related Prospectus Supplement) certain
Accounts to be Removed Accounts, all Receivables in which shall be subject to deletion and removal from the related Trust. This
feature is intended to permit the Transferor to obtain unencumbered ownership of Receivables not needed to support any Series of
Certificates. Certificateholderswill not incur any cost, direct or indirect, as a result of the exercise of this feature. The Transferor
will be permitted to designate and require reassignment to it of the Receivables from Removed Accounts only upon satisfaction of
the following conditions: (i) the removal of any Receivables of any Removed Accounts shall not, in the reasonable belief of the
Transferor, cause a Pay Out Event to occur; (ii) the Transferor shall have delivered to the related Trustee for execution awritten
assignment and a computer file or microfiche list containing a true and complete list of all Removed Accounts identified by account
number and the aggregate amount of the Receivables in such Removed Accounts; (iii) none of (a) the Receivables are more than [
]% delinquent by [estimated] principal amount and weighted average delinquency of such Receivables does not exceed [ ] days, (b)
he Receivables are more than [ ]% delinquent by estimated principal balance and the weighted average delinquency of such
Receivables does not exceed [ ] days or (c) the Receivables are more than the specified percentage delinquent by estimated
principal amount and theweighted average delinquency of such Receivables does not exceed the number of days specified in the
related Prospectus Supplement; (iv) the Transferor shall represent andwarrant that no selection procedures believed by the
Transferor to be materially adverse to the interests of the holders of any Series of Certificates outstanding under such Trust were
utilized in selecting the Removed Accounts to be removed from such Trust; (v) each Rating Agency then rating each Series of
Certificates outstanding under such Trust shall have received notice of such proposed removal of Accounts and the Transferor shall
have received notice from each such Rating Agency that such proposed removalwill not result in a downgrade of its then-current
rating for any such Series; (vi) the aggregate amount of Principal Receivables of the Accounts then existing less the aggregate
amount of Principles Receivables of the Removed Accounts shall not be less than the amount, if any, specified for any period
specified; (vii) the Principal Receivables of the Removed Accounts shall not equal or exceed [ ]% (or such other percentage
specified in the related Prospectus Supplement) of the aggregate amount of the Principal Receivables in such Trust at such time;
provided, however, that if any Series has been paid in full, the Principal Receivables in such Removed Accounts may equal or
approximately equal the Investor Interest as of the last day of the Revolving Period or Full Investor Interest, as applicable, of such
Series; (viii) such other conditions as are specified in the related Prospectus Supplement; and (ix) the Transferor shall have
delivered to the related Trustee an officer's certificate confirming the items set forth in clauses (i) through (viii) above.
Notwithstanding the above, the Transferor will be permitted to designate as a Removed Account without the consent of the related
Trustee, Certificateholders or Rating Agencies anyAccount that has a zero balance and which the Transferorwill remove from its
computer file.
Removal of Accounts
Subject to the conditions set forth in the next succeeding sentence, the Transferor may, but shall not be obligated to,
designate from time to time (which may be restricted to certain periods if so specified in the related Prospectus Supplement) certain
Accounts to be Removed Accounts, all Receivables in which shall be subject to deletion and removal from the related Trust. This
feature is intended to permit the Transferor to obtain unencumbered ownership of Receivables not needed to support any Series of
Certificates. Certificateholderswill not incur any cost, direct or indirect, as a result of the exercise of this feature. The Transferor
will be permitted to designate and require reassignment to it of the Receivables from Removed Accounts only upon satisfaction of
the following conditions: (i) the removal of any Receivables of any Removed Accounts shall not, in the reasonable belief of the
Transferor, cause a Pay Out Event to occur; (ii) the Transferor shall have delivered to the related Trustee for execution awritten
assignment and a computer file or microfiche list containing a true and complete list of all Removed Accounts identified by account
number and the aggregate amount of the Receivables in such Removed Accounts; (iii) none of (a) the Receivables are more than [
]% delinquent by [estimated] principal amount and weighted average delinquency of such Receivables does not exceed [ ] days, (b)
he Receivables are more than [ ]% delinquent by estimated principal balance and the weighted average delinquency of such
Receivables does not exceed [ ] days or (c) the Receivables are more than the specified percentage delinquent by estimated
principal amount and theweighted average delinquency of such Receivables does not exceed the number of days specified in the
related Prospectus Supplement; (iv) the Transferor shall represent andwarrant that no selection procedures believed by the
Transferor to be materially adverse to the interests of the holders of any Series of Certificates outstanding under such Trust were
utilized in selecting the Removed Accounts to be removed from such Trust; (v) each Rating Agency then rating each Series of
Certificates outstanding under such Trust shall have received notice of such proposed removal of Accounts and the Transferor shall
have received notice from each such Rating Agency that such proposed removalwill not result in a downgrade of its then-current
rating for any such Series; (vi) the aggregate amount of Principal Receivables of the Accounts then existing less the aggregate
amount of Principles Receivables of the Removed Accounts shall not be less than the amount, if any, specified for any period
specified; (vii) the Principal Receivables of the Removed Accounts shall not equal or exceed [ ]% (or such other percentage
specified in the related Prospectus Supplement) of the aggregate amount of the Principal Receivables in such Trust at such time;
provided, however, that if any Series has been paid in full, the Principal Receivables in such Removed Accounts may equal or
approximately equal the Investor Interest as of the last day of the Revolving Period or Full Investor Interest, as applicable, of such
Series; (viii) such other conditions as are specified in the related Prospectus Supplement; and (ix) the Transferor shall have
delivered to the related Trustee an officer's certificate confirming the items set forth in clauses (i) through (viii) above.
Notwithstanding the above, the Transferor will be permitted to designate as a Removed Account without the consent of the related
Trustee, Certificateholders or Rating Agencies anyAccount that has a zero balance and which the Transferorwill remove from its
computer file.
7. Post Filing / Data Usage
•Holds Document of Record
•Filing search/retrieval
•By Company
•By Form Type
•Full Text Search
Produces entire
form with limited
search capabilities
Performs:
SEC
SEC.gov
Dissemination
Subsystem
Info-
Mediaries
Users:
Perform:
•Financial Websites
•Law Firms
•Analysts
•Exchanges & FINRA
•Market Professionals
•Government Subscribers
Users:
•Individual Investors
•Press
•Students
•Professionals
•Registrants
•Complex Searches
•Financial Data
•Databases
•Extracts
•XBRL-marked
•Watch Service/Alerts
8. Investor’s Access to Information Today…
How does XYZ
company’s EPS compare
to others in the same
industry for Q3?
16. I have to repeat this
process for other
companies in the
industry?
17. If we want to give investors
easy access to the data they
want, we have to change the
way we collect and provide it.
18. A company file promises easy access to high
quality data
Company File
SEC
Contains
Company Information, e.g.:
• Name, Address
• Industry, SIC, State
• Fiscal Year End
Periodic & Current
Information, e.g.:
• Annual reports
• Material events
• Proxy statements
Transaction Information, e.g.:
• Merger
• Sale of securities
19. A Company File promises to deliver easy
access to high quality data
Company File
SEC
Contains
Company Information, e.g.:
• Name, Address
• Industry, SIC, State
• Fiscal Year End
Filing Information, e.g.:
• Change in beneficial
ownership
• Proxy statement
• Annual report
Transaction Information, e.g.:
• Acquisition
• Sale of securities
Structured
Accessible
20. The Company File user interface can meet the
needs of all investors.
Company File
SEC
Subscriber
Data Stream
• Constant, immediate flow of information
• Data will be processed, aggregated, & modeled
• “More data is better, as granular as possible”
• Looking for basic information about companies
and industries
• Ease-of-use is paramount
• Data ready to plug into off-the-shelf softwareRetail Investor
• Looking for specific information
• Complex queries, mash-ups
• Requires accurate data ready for analysisSophisticated
User
21. Company/Registrants
Company File
SEC
Reinventing the SEC’s system for collecting
and storing disclosure will give investors easy
access to high quality data
Subscriber
Data Stream
Sophisticated
User
Retail Investor
24. Slide 24
What is XBRL?
Semantic platform for standardizing business information concepts
XBRL (Extensible Business Reporting
Language) is an open standard which
supports information modeling and the
expression of semantic meaning
commonly required in business
reporting.
25.
26.
27. “Disclosure isn’t disclosure if
it doesn’t communicate.”
Arthur Levitt, Chairman
U.S. Securities and Exchange
Commission
1993-2001
28. The defendant says, and the SEC agrees,
that the information was disclosed in public
documents, yet the SEC maintains that this
disclosure did not meet the legal
requirements for disclosure. “The SEC
says those documents were too obscure
and difficult to understand to qualify as
adequate disclosure.”
The Wall Street Journal, September 3, 2010
Editor's Notes
52 results were returned
But I cant do a text search in the format its presented to me. So I paste the entire document into Microsoft Word…
And I find the EPS information in the MD&A
How did we get into this state of affairs? For one thing the filer doesn’t have it any easier…
Company info is relatively static.
Company info is relatively static.
Structured - is a way of storing data in a computer so that it can be used efficiently.
Valid – the data conforms to rules set by the SEC for that particular data element.
Consistent – the data in one field means the same as data in the same field for another entity.
Accessible – the data can be accessed by many different users, with minimal barriers for cost and distance.
Standardized – the system conforms to uniform technical standards so it can be extended and integrated with 3rd party products.
Company info is relatively static.
Task based information filing. The filer updates the information about itself that’s new. The SEC combines it with its own information about the company to complete its own investigation. SEC will guide companies in a new filing process to ensure the data is structured, contextual, consistent, comparable, and accessible to investors.
Understanding XBRL can be challenging. Consider what it might be like to try and understand algebra if you did not know how to count or if you did not understand the basic operators of mathematics; addition, subtraction, multiplication, and addition. This is the challenge we have to overcome in trying to explain XBRL.
In order to truly understand XBRL, one needs to understand the meaning of and differences between terms such as “meta-data”, “business rules”, “semantic meaning” and “syntax”. This makes it quite challenging to explain XBRL in a two minute sound bite.
Basically, XBRL is a global open standard which supports the expression of meaning required in business reporting in a form which a computer can effectively understand. One of the things you can do as a result of expressing this semantic meaning is effectively and automatically exchange information. But there are lots and lots of other things you can do. People tend to focus on the information exchange. This is a fundamental mistake though because you miss 99% of the value of XBRL.
We will explain what things like semantic meaning and what that means to business reporting as we progress through this presentation.
