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What Every Accountant Can Learn
           from XBRL
       Neal J. Hannon, CMA (inactive)
          University of Kansas
      Department of Accounting & Information Systems
               Florida Institute of CPA’s
                     December 2011



                                                       1
Speaker

Neal Hannon, CMA (inactive)
 Lecturer, Accounting & Information Systems at
  University of Kansas
 Member of XBRL-US since 2000
 Many XBRL articles, speeches, panels, and
presentations
Consultant to
Fujitsu, IBM, Webfilings, Altova, Rivet, EDGAR
Online, XBRL Cloud, Financial Accounting
Foundation, FASB and others

                                                  2
The Franciscan Roots of Modern Accounting

First surviving accounting textbook:
“The Summa” written by Fra. Luca Pacioli in 1494
   (included illustrations by L. Da Vinci)
    A best seller in its day
    Publicized the Method of Venice
    Helped to spread literacy in the middle class



Luca Pacioli—the ―Father of Accounting‖
A mathematician and merchant
Became a Franciscan friar
Franciscans came out of, and ministered to, merchant class
Did not invent double-entry accounting but spread the knowledge
The Method of Venice
(Double-entry Accounting)
A binary (0,1) method for recording economic events
Invention of the “Debit” and “Credit” concepts from the Italian terminology
Allowed for much easier addition and subtraction before calculators were invented


Debit
Comes from the Italian ―debito‖
which comes from the Latin “debita” and “debeo”
which means:
    OWED TO the proprietor
    or an asset of the proprietor


Credit
Comes from the Italian ―credito‖
which comes from the Latin “credo”
which means:
     Trust or belief (in the proprietor)
     or OWED BY the proprietor
From the 13th century to the present:
Double-entry accounting spread throughout the world
Accountants in each country adapted accounting practices
  to suit their:
      Cultures
      Laws & regulations
      Capital market structures
      Environments




National differences in accounting rules and practices
  render financial statements of companies based in
  different countries UNCOMPARABLE
Securities Act of 1933


 Often referred to as the "truth in securities" law,
  the Securities Act of 1933 has two basic
  objectives:
    require that investors receive financial and other
     significant information concerning securities being
     offered for public sale; and
    prohibit deceit, misrepresentations, and other fraud in
     the sale of securities.
Securities Exchange Act of 1934
 With this Act, Congress created the Securities
  and Exchange Commission. The Act empowers
  the SEC with broad authority over all aspects of
  the securities industry. This includes the power
  to register, regulate, and oversee brokerage
  firms, transfer agents, and clearing agencies as
  well as the nation's securities self regulatory
  organizations (SROs).
Sarbanes-Oxley Act of 2002
 On July 30, 2002, President Bush signed into law the
  Sarbanes-Oxley Act of 2002, which he characterized as
  "the most far reaching reforms of American business
  practices since the time of Franklin Delano Roosevelt."
  (the 1930’s)

 The Act mandated a number of reforms to enhance
  corporate responsibility, enhance financial disclosures,
  combat corporate and accounting fraud

 Created the "Public Company Accounting Oversight
  Board," also known as the PCAOB, to oversee the
  activities of the auditing profession.
First SEC Mention of XBRL


XBRL Committee Encouraged by SEC Chairman Arthur Levitt's Recommendation
 That It be Expanded and Used by Investors and Companies
Business Wire, Oct 30, 2000
Business Editors
NEW YORK--(BUSINESS WIRE)--Oct. 30, 2000
In remarks last week, Arthur Levitt, Chairman of the Securities Exchange Commission (SEC),
acknowledged XBRL and recommended its further development to turn financial statements
into meaningful information for investors using this new revolutionary technology.
Chairman Levitt's remarks were made at the American Institute of Certified Public
Accountants' (AICPA) Fall Council Meeting in Las Vegas, Nevada on October 24, 2000.
Former Chief Accountant
Lynn Turner:

 “I support XBRL. I wrote the comment for
  chairman Levitt’s speech. But please tell
 everyone you talk to about XBRL that you must

    Get the Accounting Right!‖
Accounting
Goes Digital
Do You Remember Vinyl Records?




   Had to Play
   from start to
   finish

 Record could be damaged if you attempted
          to play a specific track.
Vinyl Records And Disclosures




Similarly , Financial statements, notes
and disclosures today are meant to be read
and understood as a whole. Audit opinions
are given on the entire set of financials. The
paper-based, report centric world lives on.
Then Came Digital Music

•Individual Tracks Separated
•Choose Your Own Order for Play
•Start and Stop


The technology dramatically changed how we relate to music
and gave us more power to select individual cuts suited to
musical tastes and preferences
What can digital
   data do?
George Martin and the Beatles
 The task
   Collect, identify, classify the entire set of music created
    by the Beatles
   Using master tapes, break out the riffs
   Re-configure music into digital sound bytes


 The results
   New Music.. The Beatles Love Album
George Martin and the Beatles
 The task
   Collect, identify, classify the entire set of music created
    by the Beatles
   Using master tapes, break out the riffs
   Re-configure music into digital sound bytes
 The results
   New Music.. The Beatles Love Album
The SEC and Interactive Data

 The task
   Collect, identify, classify the entire set of GAAP created
    by US Authoritative Sources of GAAP
   Using financial statement hierarchy, break out the
    elements into an XBRL taxonomy
   Re-configure accounting into digital bytes
 The results
   New Filings.. The SEC Interactive Data initiative in
    XBRL
Digital data
fundamentally
   changes

 the paper-based
reporting paradigm
Who is using XBRL ?


• Federal Deposit Insurance Corporation (FDIC) went live
   with its XBRL system in 2005, and has since reduced
   errors from 18,000 to zero, with an estimated savings of
   $26 million over the next ten years.

• The Dutch Government went live in 2007 and expects to
   save $345 million annually as a result of implementing
   XBRL.

• The Australian Tax Office is implementing XBRL and
   expects to save $780 million (Australian) per year.
XBRL

Not just for the SEC
Scope and Role of XBRL

                XBRL for G/L           XBRL for Financial
                 Journal Entry            Statements
                  Reporting


                                   Interna         Externa
                                                                   Investme
                                       l               l
                                                                      nt,            Economic
Processes       Business           Financi         Financi
                                                                   Lending,          Policyma
               Operations             al              al
                                                                    Regulati           king
                                   Report          Reporti
                                                                      on
                                     ing             ng

               XBRL                XBRL              XBRL            XBRL


                                                               Financial
                                                              Publishers                   Central
                                 Companies                                     Investors
Participants                                                   and Data                    Banks
                                                             Aggregators

                 Trading         Management     Auditors                 Regulators
                 Partners        Accountants


                                                Software Vendors
Who is using XBRL ?

Kim Wallin, Controller, State of Nevada

 In 2007, Wallin begin considering XBRL as a
  solution to grant reporting, and when the
  Department of Agriculture asked for help with
  their reporting, Deloitte was brought in and two of
  Agriculture's grants were selected for the XBRL
  pilot.
"The goals were timely and accurate data,“
 said Wallin, "stronger internal controls,
reduced costs, a standardized system of
seamless data exchange, business processes
and data elements. XBRL     met all
of those goals."
XBRL Does NOT


 Change management’s accounting decisions.
 Require either more or less disclosure than
  companies are currently experiencing
 Restrict companies to using elements in the
  taxonomy (data dictionary) only.
Have you ever wondered which specific US GAAP
authoritative literature stands behind each item on
your company‘s SEC disclosures?

             A US GAAP XBRL Taxonomy ha

Ever wonder how accounting experts might
define each key item on your SEC 10K?


             A US GAAP XBRL Taxonomy ha
XBRL BASICS

 Accountants: Industry experts have
  developed a data dictionary, or taxonomy that
  covers US GAAP reporting requirements to
  the SEC

 The taxonomy will has labels, definitions, and
  references to authoritative literature
  organized in a reporting hierarchy in addition
  to computer codes in XBRL.
Analysts           Current
                       Investors       Reporting Practice

                                                                   CFO
                                                            Investor Relations
       GAAP,
 SEC Regulations
Codification project
 Audit check lists
                           US GAAP Taxonomy
                                                                XBRL
                           Development Effort                 protocols
                             FAF, XBRL US

Key concept:
Create a Data model
                                   Internal and public        Taxonomy
                                         testing
                                                               Release
XBRL

The Accounting’s Inside
Standard Label

Standard label in English:
Revenue Recognition Accounting
Policy, Gross and Net Revenue
Disclosure

Standard label in XBRL:
RevenueRecognitionAccountingPolicyGrossNetRevenueDisclosure




                                                              34
Definition


Description of accounting policies associated
with the recognition of gross revenues and gross
revenue adjustments, which are components of
net revenues in the statement of operations for
the period.




                                              35
Authoritative Reference

Accounting Principles Board Opinions
(APB)
Number 22, Paragraph 8




                                       36
Will the Meta Data Count?


 So.. If a filing contains a label that is further described by a
  definition and a reference, the computer referencing the item will
  have all three pieces of information as discoverable meta data
        Label
        Definition
        Reference


 If the definition is off or the reference is wrong, is the
  tagged data also wrong? What if an investor, reading
  the XBRL meta data, relies on the XBRL definition or
  reference? Shouldn’t the entire financial information
  supply chain care about the triad of accounting?
Will the Meta Data Count?

 XML is a wonderful language for describing
  objects in computer readable formats. XML
  depends on meta data to describe the contents
  of its digital message.
 XBRL must contain several attributes in order to
  transform numbers into meaningful business
  reporting interactive data.
 When we move from a paper based reporting
  world to an interactive data world, the data
  contained in a finding will not be complete or
  understandable without accurate meta data
  accompanying the element reported.
Principles

GAAP accommodates variation in applied
 accounting methods as long as the methods
 generally conform to GAAP’s set of principles…..




This drives computers crazy!
Basic XML Concepts & Terminology

 Anatomy of XML element

  <CostOfGoodsSold>101000000</CostOfGoodsSold >


 Starting tag = <CostOfGoodsSold>
 Ending tag = </CostOfGoodsSold>
 Element name or element-type = CostOfGoodsSold
  [no spaces and case sensitive]
 Element content = 101000000


                                             43
Basic XML Concepts & Terminology

 Need for attributes
 What are the problems with the following
  elements?
    <price>34.50</price>
    <receipt_date>05/04/2008</receipt_date>
 Adding attributes
  <price currency=“USD”>34.50</price>
  <receipt_date date=“ISO 8601”>2008-05-
  04</receipt_date>



                                               44
A Remaining Problem (Implied vs. explicit)
   Company        Property, Plant and               Sales           Cost of Goods
                       Equipment                                          Sold
 Staples      Total property and            Sales                Cost of goods sold
                 equipment                                          and occupancy
                                                                    costs
 ExxonMobil   Property, plant, and          Total revenue        Crude oil and
                 equipment, at cost, less      and other            product
                 accumulated                   income               purchases
                 depreciation and
                 depletion
 Intel        Property, plant and           Net revenue          Cost of sales
                 equipment, net
 Amazon.com Fixed assets, net               Net sales            Cost of sales
 IBM          Plant, rental machines and    Total revenue        Total cost
                 other property

 Wal-Mart     Property and equipment, net   Net sales            Cost of sales

                                               Source: company annual reports         45
Where XBRL
 Comes In




             46
Some XBRL Terms

        Context          GrayCo
                     Income Statement
Label             Year ended Dec 31, 2008           Attribute
                         (millions)
                                      2008            2007
   Sales                                    $ 145        $ 132
   Cost of Goods Sold                        101                92
   Gross Profit                               44                40
   Sales, general, and            Value       10                8
   administrative
   Net Income                                $ 34         $ 32


                                                                47
What XBRL is based on ..



              XML Specifications
 Builds
Modules

              XBRL Specification
Bind to
Domain
              Taxonomy
 Builds

              Instance Document

                                    48
                                   48
THE XBRL Specification 2.1

 The XBRL Specification provides the fundamental
  technical definition of how XBRL works.
 The spec defines XML elements and attributes that can
  be used to express information used in the
  creation, exchange, and comparison tasks of business
  reporting.
 XBRL consists of a core language of XML elements and
  attributes used in XBRL instances as well as a language
  used to define new elements and taxonomies of elements
  referred to in XBRL instances, and to express constraints
  among the contents of elements in those XBRL instances.
 Only one specification for the whole world
                                                          49
Taxonomies

• A Taxonomy is a dictionary of financial reporting
terms or concepts
•The concepts captured in a taxonomy are referred
to as ELEMENTS. These Elements form the core of
XBRL.
• Separate Taxonomies are developed for different
reporting purposes such as US GAAP, IFRS, bank
regulatory reporting. etc




                                                      50
Anatomy of an XBRL Element




    Financial                 XBRL
Reporting Concept            Element




                                       51
Anatomy of an XBRL Element




                             52
Anatomy of an XBRL Element




                             53
COUNTRY /
   JURISDICTION   TAXONOMY                                                                   LEVEL   STATUS

Canada            GAAP Primary Financial Statements                                           Ack     Draft
                  Notes to Financial Statements                                               Ack     Draft

China             China Listed Company Taxonomy Framework                                     Ack     Draft
                  China Fund Company Taxonomy Framework                                       Ack     Draft

                  China Financial Listed Company Information Disclosure Taxonomy              Ack     Draft
IASB              IFRS General Purpose, 2005 rules                                            Ack     Final
                  IFRS General Purpose, 2004 rules                                            Ack     Final
                  IFRS General Purpose, 2003 rules                                            Ack     Draft

International     Global Common Data Taxonomies                                               Ack     Draft

Ireland           GAAP Commercial and Industrial                                              Ack     Draft

                  Israeli Annual and Periodic Reports General Purpose Financial Reporting,
                       extension for International Financial Reporting Standards (IL-IFRS-
Israel                 GP)                                                                    Ack     Draft

Japan             EDINET Taxonomy                                                             Ack     Final

Korea             GAAP Primary Financial Statements                                           Ack     Draft

New Zealand       GAAP Commercial and Industrial                                              Ack     Draft

Spain             General Data Idenfication                                                   Ack     Final

Thailand          Listed Companies - Banking Services                                         Ack     Draft
                  Listed Companies - Commercial and Industrial                                Ack     Draft
                  Listed Companies - Securities Companies                                     Ack     Draft

                                                                                              Ack
                                                                                                      54
                                                                                                      Draft
United Kingdom    GAAP Commercial and Industrial
COUNTRY /
   JURISDICTION   TAXONOMY                                                            LEVEL   STATUS
United States     GAAP - Investment Management                                        App      Final
                  XBRL US Accountants' Report Taxonomy 1.0                             Ack     Final
                  XBRL US Country Taxonomy 1.0                                         Ack     Final
                  XBRL US Currency Taxonomy 1.0                                        Ack     Final
                  XBRL US Document and Entity Information Taxonomy 1.0                 Ack     Final
                  XBRL US Exchange Taxonomy 1.0                                        Ack     Final
                  XBRL US GAAP Taxonomy 1.0                                            Ack     Final
                  XBRL US Management's Discussion and Analysis Taxonomy 1.0            Ack     Final
                  XBRL US Management Report Taxonomy 1.0                               Ack     Final
                  XBRL US North American Industrial Classification System (NAICS)
                     Taxonomy 1.0                                                      Ack     Final
                  XBRL US SEC Certification Taxonomy 1.0                               Ack     Final
                  XBRL US Standardized Industrial Classification (SIC) Taxonomy 1.0    Ack     Final
                  XBRL US State-Province Taxonomy 1.0                                  Ack     Final
                  GAAP - Commercial and Industrial (superseded by the 2008 version)   App      Final
                  GAAP - Banking and Savings (superseded by the 2008 version)         App      Final
                  GAAP - Insurance (superseded by the 2008 version)                   App      Final
                  GAAP - Brokers and Dealers (superseded by the 2008 version)          Ack     Draft
                  GAAP - Pensions (superseded by the 2008 version)                     Ack     Draft
                  SEC Certification (superseded by the 2008 version)                  App      Final
                  Management Report (superseded by the 2008 version)                  App      Final
                  Accountants Report (superseded by the 2008 version)                 App      Final
                  MD&A (superseded by the 2008 version)                               App      Final
                                                                                               55
Extension Taxonomies

    Why you might need an extension taxonomy
     1. You want to include a financial statements item not
        in the standard taxonomy you are using.
     2. Changing a label for a standard base taxonomy to
        match your label name
     3. Changing the presentation structure of one or
        more standard base taxonomy elements to match the
        presentation structure of your report.
     4. Changing the calculation structure of one or more
        standard base taxonomy elements to match the
        calculation structure of your report.



                                                         56
Taxonomies and Extensions can be thought of as
the building blocks for XBRL reporting




    First Raleigh   Company Specific Terms
        Bank
        Terms
     US GAAP
       Bank
      Terms         Industry Terms

     US GAAP
        FS
      Terms
     US GAAP
                    Foundation Terms
      Primary
       Terms
XBRL Linkbases
 Definition linkbase: Indicates for each concept whether it
  is a special case of some other defined concept.
 Calculation linkbase: Indicates how one concept in a
  group of “sibling” concepts is related to the value of their
  parent concept.
 Presentation linkbase: Indicates the order in which each
  concept should be presented when grouped with its
  siblings.
 Label linkbase: Associates each concept with one or
  more presentation labels, one per language.
 Reference linkbase: Associates each concept with one
  or more places in authoritative literature where the
  concept is defined.
 Dimension linkbase: Captures detailed information
  about the horizontal and vertical axes of a table in a note
  to the financial statements.

                                                            59
Instance Documents
• An Instance Document is your XBRL financial
report
• Instance Documents will include:
  • Values (ex. numbers, blocks of text etc)
  • Tags to identify the values
  • Taxonomy references – Telling you where the
  tags are defined
  • Context – Information describing the reporting
  entity and period
  • Units/Measure – Information on unit of
  measure, currency etc.
                                                  60
Company Financial Statement
                                  XBRL Taxonomy
                                  Created by XBRL Consortium

                        TAGGING




                       Creation
                        XBRL
 XBRL Document
 Created by Preparer



                                         AT 101
                                        Assurance



                                                               61
Software Used




   Six Steps to XBRL , Journal of Accountancy, Feb. 2008
                                                            65
                                                           65
XBRL:
A World-Wide
Phenomenon




               66
Services architecture leveraging taxonomies


 Transaction and
  or subsidiary                          Viewing and aggregation for
      Data                               department & management
    Controls       ‗Wrap & Map‘
ACORD
XBRL GL


    Controls
ACORD                 XBRL
                                Web
                                                              Senior
XBRL GL                       Services                      Management

    Controls
ACORD                                     Controls
XBRL GL
                                          Controls
                                          Controls
                                                                  81
The Answer - XBRL GL




       System 1                 System 2                    System 3
      XBRL GL                  XBRL GL                     XBRL GL

       Account#             Account Number         Identificador de la Cuenta
    accountMainID           accountMainID              accountMainID
      Description          Account Description    Descripción Principal de la Cuenta
accountMainDescription   accountMainDescription    accountMainDescription
       Amount                 Entry Amount             Monto Monetario
       amount                   amount                     amount
       PostDate               Posting Date        Fecha de Asignación/Ingreso
     postingDate              postingDate                postingDate
                                                                             82
Putting it all together:
What are the opportunities
for CPAs?
Providing XBRL services:
Still many unknowns/questions/issues!




                                        84
Introduction to Opportunities

 Advisory Services
 Assurance Services
 Agreed-upon Procedures
 Examination of an Assertion About XBRL-Tagged
  Data
 Examination of Controls Over the Preparation of
  the XBRL-Tagged Data
 AT Section 601, Compliance Attestation
 Review of an Assertion About XBRL-Tagged
  Data

               Center for Audit Quality [Alert #2009-55]   87
Advisory Services

 Assisting management in obtaining an understanding of
  XBRL, relevant requirements, implementation
  processes, and timetable
 Providing observations and recommendations to
  management on its XBRL project management
  plan, implementation process or supporting
  documentation prepared by the client
    XBRL team members?
    Outsourcing (filing agent)?
    Software selection?
    Timeline?
 Providing comments on the client’s mapping of its
  financial statements to the XBRL US GAAP Taxonomy

                                                     88
Preparing XBRL Documents for External Reporting

  Recommend fire drill to client(s) to work out
   issues before filing is required:
     Allocation of work between client, CPA, and 3rd parties
     Degree of changes to face of financial statements to
      match standard taxonomy [could be zero]
     Decide on block vs. detailed footnotes
     Develop/implement/test/modify extension taxonomies
  Develop plan for official filing based on fire drill
   results



                                                           89
Advisory Services: Warning…

 Avoid for audit clients…
   Performing project management of the XBRL
    implementation project;
   Selecting or recommending a specific software product
    for the client to use;
   Mapping the client‘s financial statements to the
    XBRL US GAAP Taxonomy;
   Designing a plan for the client to implement, or
    designing controls over that process;
   Preparing a prototype of the client‘s financial
    statements using XBRL;
   Providing ongoing support to management in tagging
    financial statements.

                                                      90
Assurance

 Independent auditor not required to have any role
  in XBRL exhibits in SEC filings.
 The following standards do NOT apply:
   AU 550--Other Information in Documents Containing
    Audited Financial Statements,
   AU 722--Interim Financial Information
   AU 711--Filings under Federal Securities Statutes
 However, the client may request the audit firm
  perform procedures or report on the XBRL
  instance document…


                                                        91
Assurance Services

 Key components of audit/attestation/assurance
  engagement…
     Subject matter
     Client assertions about subject matter
     Criteria
     Attestation of client’s assertions about subject matter in
      compliance with criteria
 Paper financial statements vs. XBRL
   What are the subject matters, assertions, criteria, and
    attestations?
   Are they the same of different? (Yes, no, maybe!)
Assurance Issues
 Paper financial statements not same as XBRL instance
  document (different subject matter/criteria)
 Current audit opinion focuses on document level (fair
  view)
 XBRL document is a dataset, presentation via a style
  sheet, so no fair view? XBRL needs assurance on data-
  level
 No taxonomy for the audit opinion or guidance how to
  connect the opinion to an instance document, could be the
  FS
 No guidance yet about signing audit opinions and
  validations of the signature
 No audit tools (as opposed to validation tools) available
  for analyzing instance documents

                                                        93
Preparation & Assurance Questions                                           1




        Was the appropriate standard taxonomy
         chosen based on the industry and applicable
         GAAP?
        Was the extension taxonomy properly created
         for new concepts and relationships not included
         in the standard taxonomy. Some related
         questions include:
          Was a tag included in the extension taxonomy that
           already existed in the applicable standard taxonomy?
          Are the customizations of labels, presentation
           order, and calculations, as captured in applicable
           linkbases, appropriate?
                                1List   inspired by Eric Cohen CICA presentation, 2004   94
Preparation & Assurance Questions

        Is everything tagged that should be tagged?
        Was the most appropriate XBRL tag chosen for
         each fact or concept in the source document?
         Two general types of errors could occur here:
          Judgment error
          Mechanical error
        Were there tags in the standard taxonomy that
         would have been expected to be used, but
         were not used?
        Are contexts consistent and appropriate?


                                                     95
Audit Approach (AICPA)
 “Attest Engagements on Financial Information Included in XBRL
   Instance Documents” (AT 9101.47–.54)
.52 …practitioner should consider performing include:
• Compare the rendered Instance Document to the financial
   information.
• Trace and agree the Instance Document's tagged information to the
   financial information.
• Test that the financial information is appropriately tagged and
   included in the Instance Document.
• Test for consistency of tagging (for example, an entity may use one
   taxonomy tag for one year and then switch to a different tag for the
   same financial information the following year. In this case, the
   financial information for both years should use the same tag).
• Test that the entity extension or custom taxonomy meets the XBRL
   International Technical Specification (for example, through the use
   of a validation tool).


                                                                    96
PCAOB Guidelines (2005!)

 PCAOB published 11-page staff Q&A regarding XBRL on
  May 25, 2005.
 A3. An auditor may be engaged to examine and report on
  whether the XBRL-Related Documents accurately reflect
  the information in the corresponding part of the official
  EDGAR filings… under AT section 101, Attest
  Engagements, as amended.
 A4…the auditor must have sufficient knowledge of the
  applicable SEC Regulations, EDGAR Filer Manual
  requirements, and XBRL taxonomies and specifications to
  perform the examination.




                                                        97
PCAOB Guidelines

 Q5. What criteria…?
 A5. US GAAP Version 2.1…suitable criteria [however]
  Company extensions of those taxonomies normally do not
  go through the same development processes as
  [standard taxonomies]. Accordingly, the auditor should
  evaluate whether company extensions represent suitable
  and available criteria as described in AT section 101.




                                                     98
Agreed-Upon Procedures

 Firm’s report identifies procedures
  performed and results.
 Report does not express an opinion
  and makes no representations
  regarding the sufficiency of the
  firm’s procedures.
 Report is restricted to the client and
  the named parties who have agreed
  to the procedures & accepted
  responsibility for the sufficiency for their purposes.
 It is not appropriate for companies to refer to
  services in a publicly available document
Examination of an Assertion about XBRL-
 Tagged Data
 SEC Rules note that issuers can obtain third-party
  assurance under the PCAOB Interim Attestation
  Standards, AT section 101
    AT 9101.47–.54 suggests rending, but this procedure alone
     does not sufficiently address the risk that errors could exist
     in the tagged financial information.
 Criteria: SEC Rules and the XBRL US GAAP Taxonomy
  Preparers Guide
    What about extension taxonomies? Are they subject matter
     or criteria?
    What about highly-technical XBRL Specification 2.1? What
     content? How do you decide? Skills? Specialist?
 How is materiality assessed? Document as a whole vs.
  line-by-line?

                                                                100
Examination of Controls Over the Preparation
 of XBRL-Tagged Data
 Not likely to be a stand-alone service
 Probably conducted in conjunction with other XBRL
  services
 Client’s focus is on just delivering an accurate & complete
  XBRL document [controls and efficiency are secondary for
  now]
 Because XBRL document creation is bolt-on (after-the-
  fact), tagging is typically not part of a company’s SOX 404
  internal control over financial reporting [but that could
  change in the future]




                                                         101
AT Section 601, Compliance Attestation

 AT section 601 provides guidance on performing an
  examination or agreed-upon procedures engagement
  related to:
    An entity's compliance with the requirements of specified
     laws, regulations, rules, contracts, or grants or
    The effectiveness of an entity's internal control over
     compliance with specified requirements.
 SEC Rule 405 of Regulation S-T imposes certain
  content, format, submission and posting requirements that
  an entity’s compliance could be evaluated against.
 However, the EDGAR Filer Manual includes highly
  detailed, technical information; as such, audit firms should
  consider carefully whether they have the technical
  expertise to perform such compliance services.

                                                                 102
General Requirements under SEC Rule 405 Regulation S-T


 Information in interactive data format should not be more or less
  than the information in the ASCII or HTML part of the report
 Use of the most recent and appropriate list of tags released by
  XBRL U.S. or the IASCF as required by EDGAR Filer Manual.
 Viewable interactive data as displayed through software available
  on the Commission’s Web site, and to the extent identical in all
  material respect to the corresponding portion of the traditional
  format filing
 Data in the interactive data file submitted to SEC would be
  protected from liability for failure to comply with the proposed
  tagging and related requirements if the interactive data file either
    Met the requirements; or
    Failed to meet those requirements, but failure occurred despite
      the issuer’s good faith and reasonable effort, and the issuer
      corrected the failure as soon as reasonably practical after
      becoming aware of it.

                                                                  103
Review of an Assertion about XBRL-Tagged
 Data
 Generally consist of inquiries and analytical procedures
  designed to provide a moderate level of assurance
  (i.e., negative assurance).
 However, probably could not perform meaningful
  analytical procedures on XBRL-tagged data sufficient to
  achieve even this level of assurance and it is uncertain
  what other procedures could be identified that, when
  combined with inquiries, could form the basis for a review
  engagement.
 Accordingly, the feasibility of a review engagement
  related to XBRL tagging is uncertain. If a review
  engagement could be developed, it would be important for
  the review report to communicate its limitations to users.

                                                        104
Management Assertions (SAS 106) & Related Audit
  Objectives

Assertions about account balances                  Audit Objectives
    Existence                                      Validity
    Completeness                                   Completeness
    Rights and Obligations                         Ownership
    Valuation or Allocation                        Valuation
Assertions about classes of transactions and        Cut-off
  events                                            Classification
    Occurrence                                     Disclosure
    Completeness
    Accuracy
    Cutoff
    Classification
Assertions about presentation and disclosure
    Occurrence and rights and obligations.
    Completeness
    Classification and understandability

                            Based on research of Srivastava & Kogan   105
Risk Based Approach for Conceptualizing Assertions


 Data Deficiencies in the XBRL Instance
  Document
   Omissions of relevant data from the traditional format
    documents (Completeness)
   Insertions of data not present in the traditional format
    documents (Existence)
   Erroneous element values and / or attribute values
    (such as context, unit, etc.) (Accuracy: Element
    Accuracy or Attribute Accuracy)




                                                          106
Risk Based Approach for Conceptualizing Assertions


     Deficiencies of the Mark-up in the XBRL
      instance Document
        Erroneous tagging of data that violates XML syntax
         rules (Violation of Well-formedness)
        Erroneous tagging of data that violates XML Schema
         (Violation of Validity)
        Inappropriate choice of XBRL elements to tag
         traditional format document data (Violation of Proper
         Representation)




                                                           107
Risk Based Approach for Conceptualizing Assertions


 Deficiencies of XBRL Taxonomies used by the
  Filer
   Improper choice of general and industry-specific
    XBRL taxonomies by the filer (Proper Taxonomies)
   Violations of XML or XBRL language rules in XBRL
    taxonomy extensions by the filer (Valid Taxonomy
    Extensions)
   Inappropriate introduction of new elements in XBRL
    taxonomy extensions (Proper Extension Elements)
   Inappropriate / erroneous linkbases in XBRL
    taxonomy extensions (including the choice of
    inappropriate/misleading labels) (Proper Linkbases)

                                                      108
An Accounting Intro to XBRL

Accounting can be found in the taxonomy
  • Accounting structure is in the linkbases
  • Definitions are explicit, not implied
  • Authoritative literature is linked
  • Taxonomy elements are highly vetted
    • FASB, SEC, Public reviews




                                               109
Tools for Accounting

•FASB‘s XBRL Yeti Tool
•SEC‘s EDGAR site
•SEC‘s XBRL site
•XBRL US site
•XBRL Cloud EDGAR Dashboard
•FASB‘s Codification of US GAAP
   •Proposed XBRL for New ASC‘s
•Smart Phone App BRIX


                                  110
US GAAP Taxonomy 2011




                        111
Path to the Taxonomy's Accounting


 •FASB.org; click on FASB XBRL
 •Click on ―taxonomy view‖, then
   • ‗Entire 2011 US GAAP Financial
   Reporting Taxonomy‘
   •Once there, type ―cash‖ into
   search box




                                      112
FASB‘s XBRL




              113
Yeti – A Taxonomy Reader




                           114
SEC‘s Interactive Data Site




                              115
XBRL US Site




               116
XBRL Cloud‘s EDGAR DASHBOARD




                               117
The Codification of US GAAP


US GAAP was contained in over 12
publications of official and semi-
official GAAP prior to the 2005-7
effort to place all US GAAP into an
electronic index called ACS.

Access to the ACS is either public
or professional. Professional
access is a paid service.

                                      118
Accounting Standards Codification




                                    119
120
SEC‘s EDGAR System




                     121
Starbucks




            122
Starbucks




            123
Starbucks




            124
Starbucks




            125
Starbucks




            126
XBRL US Smart Phone App




                          127
Acknowledgements

Mike Willis and Eric Cohen,   Charlie Hoffman,
PwC                            EDGAR Online
Yossef Newman,                Walter Hamscher,
Deloitte                       Standard Advantage
Liv Watson,                   Jan Pasmooij, Royal NIVRA,
XBRL International             Netherlands
Roger Debreceny,              Clinton ―Skip‖ White,
U. of Hawaii                   U. of Delaware
Raj Srivastava,               Glen Gray,
U. of Kansas                   Cal State Northridge
Greg Zegarowski, Financial    Amy Pawlicki,
Leadership Corporation         AICPA
Paul Penler,                  XBRL International
E&Y                            XBRL US
                               Center for Audit Quality

             Apologies to anyone I missed.
                                                             128
Questions?

  Thank You

hannon@ku.edu



                129

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What Every Accountant Can Learn from XBRL

  • 1. What Every Accountant Can Learn from XBRL Neal J. Hannon, CMA (inactive) University of Kansas Department of Accounting & Information Systems Florida Institute of CPA’s December 2011 1
  • 2. Speaker Neal Hannon, CMA (inactive)  Lecturer, Accounting & Information Systems at University of Kansas  Member of XBRL-US since 2000  Many XBRL articles, speeches, panels, and presentations Consultant to Fujitsu, IBM, Webfilings, Altova, Rivet, EDGAR Online, XBRL Cloud, Financial Accounting Foundation, FASB and others 2
  • 3. The Franciscan Roots of Modern Accounting First surviving accounting textbook: “The Summa” written by Fra. Luca Pacioli in 1494 (included illustrations by L. Da Vinci) A best seller in its day Publicized the Method of Venice Helped to spread literacy in the middle class Luca Pacioli—the ―Father of Accounting‖ A mathematician and merchant Became a Franciscan friar Franciscans came out of, and ministered to, merchant class Did not invent double-entry accounting but spread the knowledge
  • 4. The Method of Venice (Double-entry Accounting) A binary (0,1) method for recording economic events Invention of the “Debit” and “Credit” concepts from the Italian terminology Allowed for much easier addition and subtraction before calculators were invented Debit Comes from the Italian ―debito‖ which comes from the Latin “debita” and “debeo” which means: OWED TO the proprietor or an asset of the proprietor Credit Comes from the Italian ―credito‖ which comes from the Latin “credo” which means: Trust or belief (in the proprietor) or OWED BY the proprietor
  • 5. From the 13th century to the present: Double-entry accounting spread throughout the world Accountants in each country adapted accounting practices to suit their: Cultures Laws & regulations Capital market structures Environments National differences in accounting rules and practices render financial statements of companies based in different countries UNCOMPARABLE
  • 6. Securities Act of 1933  Often referred to as the "truth in securities" law, the Securities Act of 1933 has two basic objectives:  require that investors receive financial and other significant information concerning securities being offered for public sale; and  prohibit deceit, misrepresentations, and other fraud in the sale of securities.
  • 7. Securities Exchange Act of 1934  With this Act, Congress created the Securities and Exchange Commission. The Act empowers the SEC with broad authority over all aspects of the securities industry. This includes the power to register, regulate, and oversee brokerage firms, transfer agents, and clearing agencies as well as the nation's securities self regulatory organizations (SROs).
  • 8. Sarbanes-Oxley Act of 2002  On July 30, 2002, President Bush signed into law the Sarbanes-Oxley Act of 2002, which he characterized as "the most far reaching reforms of American business practices since the time of Franklin Delano Roosevelt." (the 1930’s)  The Act mandated a number of reforms to enhance corporate responsibility, enhance financial disclosures, combat corporate and accounting fraud  Created the "Public Company Accounting Oversight Board," also known as the PCAOB, to oversee the activities of the auditing profession.
  • 9.
  • 10. First SEC Mention of XBRL XBRL Committee Encouraged by SEC Chairman Arthur Levitt's Recommendation That It be Expanded and Used by Investors and Companies Business Wire, Oct 30, 2000 Business Editors NEW YORK--(BUSINESS WIRE)--Oct. 30, 2000 In remarks last week, Arthur Levitt, Chairman of the Securities Exchange Commission (SEC), acknowledged XBRL and recommended its further development to turn financial statements into meaningful information for investors using this new revolutionary technology. Chairman Levitt's remarks were made at the American Institute of Certified Public Accountants' (AICPA) Fall Council Meeting in Las Vegas, Nevada on October 24, 2000.
  • 11. Former Chief Accountant Lynn Turner: “I support XBRL. I wrote the comment for chairman Levitt’s speech. But please tell everyone you talk to about XBRL that you must Get the Accounting Right!‖
  • 13. Do You Remember Vinyl Records? Had to Play from start to finish Record could be damaged if you attempted to play a specific track.
  • 14. Vinyl Records And Disclosures Similarly , Financial statements, notes and disclosures today are meant to be read and understood as a whole. Audit opinions are given on the entire set of financials. The paper-based, report centric world lives on.
  • 15. Then Came Digital Music •Individual Tracks Separated •Choose Your Own Order for Play •Start and Stop The technology dramatically changed how we relate to music and gave us more power to select individual cuts suited to musical tastes and preferences
  • 16. What can digital data do?
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  • 19. George Martin and the Beatles  The task  Collect, identify, classify the entire set of music created by the Beatles  Using master tapes, break out the riffs  Re-configure music into digital sound bytes  The results  New Music.. The Beatles Love Album
  • 20. George Martin and the Beatles  The task  Collect, identify, classify the entire set of music created by the Beatles  Using master tapes, break out the riffs  Re-configure music into digital sound bytes  The results  New Music.. The Beatles Love Album
  • 21. The SEC and Interactive Data  The task  Collect, identify, classify the entire set of GAAP created by US Authoritative Sources of GAAP  Using financial statement hierarchy, break out the elements into an XBRL taxonomy  Re-configure accounting into digital bytes  The results  New Filings.. The SEC Interactive Data initiative in XBRL
  • 22. Digital data fundamentally changes the paper-based reporting paradigm
  • 23. Who is using XBRL ? • Federal Deposit Insurance Corporation (FDIC) went live with its XBRL system in 2005, and has since reduced errors from 18,000 to zero, with an estimated savings of $26 million over the next ten years. • The Dutch Government went live in 2007 and expects to save $345 million annually as a result of implementing XBRL. • The Australian Tax Office is implementing XBRL and expects to save $780 million (Australian) per year.
  • 24. XBRL Not just for the SEC
  • 25. Scope and Role of XBRL XBRL for G/L XBRL for Financial Journal Entry Statements Reporting Interna Externa Investme l l nt, Economic Processes Business Financi Financi Lending, Policyma Operations al al Regulati king Report Reporti on ing ng XBRL XBRL XBRL XBRL Financial Publishers Central Companies Investors Participants and Data Banks Aggregators Trading Management Auditors Regulators Partners Accountants Software Vendors
  • 26. Who is using XBRL ? Kim Wallin, Controller, State of Nevada  In 2007, Wallin begin considering XBRL as a solution to grant reporting, and when the Department of Agriculture asked for help with their reporting, Deloitte was brought in and two of Agriculture's grants were selected for the XBRL pilot.
  • 27. "The goals were timely and accurate data,“ said Wallin, "stronger internal controls, reduced costs, a standardized system of seamless data exchange, business processes and data elements. XBRL met all of those goals."
  • 28. XBRL Does NOT  Change management’s accounting decisions.  Require either more or less disclosure than companies are currently experiencing  Restrict companies to using elements in the taxonomy (data dictionary) only.
  • 29. Have you ever wondered which specific US GAAP authoritative literature stands behind each item on your company‘s SEC disclosures? A US GAAP XBRL Taxonomy ha Ever wonder how accounting experts might define each key item on your SEC 10K? A US GAAP XBRL Taxonomy ha
  • 30. XBRL BASICS  Accountants: Industry experts have developed a data dictionary, or taxonomy that covers US GAAP reporting requirements to the SEC  The taxonomy will has labels, definitions, and references to authoritative literature organized in a reporting hierarchy in addition to computer codes in XBRL.
  • 31. Analysts Current Investors Reporting Practice CFO Investor Relations GAAP, SEC Regulations Codification project Audit check lists US GAAP Taxonomy XBRL Development Effort protocols FAF, XBRL US Key concept: Create a Data model Internal and public Taxonomy testing Release
  • 33. Standard Label Standard label in English: Revenue Recognition Accounting Policy, Gross and Net Revenue Disclosure Standard label in XBRL: RevenueRecognitionAccountingPolicyGrossNetRevenueDisclosure 34
  • 34. Definition Description of accounting policies associated with the recognition of gross revenues and gross revenue adjustments, which are components of net revenues in the statement of operations for the period. 35
  • 35. Authoritative Reference Accounting Principles Board Opinions (APB) Number 22, Paragraph 8 36
  • 36. Will the Meta Data Count?  So.. If a filing contains a label that is further described by a definition and a reference, the computer referencing the item will have all three pieces of information as discoverable meta data  Label  Definition  Reference  If the definition is off or the reference is wrong, is the tagged data also wrong? What if an investor, reading the XBRL meta data, relies on the XBRL definition or reference? Shouldn’t the entire financial information supply chain care about the triad of accounting?
  • 37. Will the Meta Data Count?  XML is a wonderful language for describing objects in computer readable formats. XML depends on meta data to describe the contents of its digital message.  XBRL must contain several attributes in order to transform numbers into meaningful business reporting interactive data.  When we move from a paper based reporting world to an interactive data world, the data contained in a finding will not be complete or understandable without accurate meta data accompanying the element reported.
  • 38. Principles GAAP accommodates variation in applied accounting methods as long as the methods generally conform to GAAP’s set of principles….. This drives computers crazy!
  • 39. Basic XML Concepts & Terminology  Anatomy of XML element <CostOfGoodsSold>101000000</CostOfGoodsSold >  Starting tag = <CostOfGoodsSold>  Ending tag = </CostOfGoodsSold>  Element name or element-type = CostOfGoodsSold [no spaces and case sensitive]  Element content = 101000000 43
  • 40. Basic XML Concepts & Terminology  Need for attributes  What are the problems with the following elements?  <price>34.50</price>  <receipt_date>05/04/2008</receipt_date>  Adding attributes <price currency=“USD”>34.50</price> <receipt_date date=“ISO 8601”>2008-05- 04</receipt_date> 44
  • 41. A Remaining Problem (Implied vs. explicit) Company Property, Plant and Sales Cost of Goods Equipment Sold Staples Total property and Sales Cost of goods sold equipment and occupancy costs ExxonMobil Property, plant, and Total revenue Crude oil and equipment, at cost, less and other product accumulated income purchases depreciation and depletion Intel Property, plant and Net revenue Cost of sales equipment, net Amazon.com Fixed assets, net Net sales Cost of sales IBM Plant, rental machines and Total revenue Total cost other property Wal-Mart Property and equipment, net Net sales Cost of sales Source: company annual reports 45
  • 43. Some XBRL Terms Context GrayCo Income Statement Label Year ended Dec 31, 2008 Attribute (millions) 2008 2007 Sales $ 145 $ 132 Cost of Goods Sold 101 92 Gross Profit 44 40 Sales, general, and Value 10 8 administrative Net Income $ 34 $ 32 47
  • 44. What XBRL is based on .. XML Specifications Builds Modules XBRL Specification Bind to Domain Taxonomy Builds Instance Document 48 48
  • 45. THE XBRL Specification 2.1  The XBRL Specification provides the fundamental technical definition of how XBRL works.  The spec defines XML elements and attributes that can be used to express information used in the creation, exchange, and comparison tasks of business reporting.  XBRL consists of a core language of XML elements and attributes used in XBRL instances as well as a language used to define new elements and taxonomies of elements referred to in XBRL instances, and to express constraints among the contents of elements in those XBRL instances.  Only one specification for the whole world 49
  • 46. Taxonomies • A Taxonomy is a dictionary of financial reporting terms or concepts •The concepts captured in a taxonomy are referred to as ELEMENTS. These Elements form the core of XBRL. • Separate Taxonomies are developed for different reporting purposes such as US GAAP, IFRS, bank regulatory reporting. etc 50
  • 47. Anatomy of an XBRL Element Financial XBRL Reporting Concept Element 51
  • 48. Anatomy of an XBRL Element 52
  • 49. Anatomy of an XBRL Element 53
  • 50. COUNTRY / JURISDICTION TAXONOMY LEVEL STATUS Canada GAAP Primary Financial Statements Ack Draft Notes to Financial Statements Ack Draft China China Listed Company Taxonomy Framework Ack Draft China Fund Company Taxonomy Framework Ack Draft China Financial Listed Company Information Disclosure Taxonomy Ack Draft IASB IFRS General Purpose, 2005 rules Ack Final IFRS General Purpose, 2004 rules Ack Final IFRS General Purpose, 2003 rules Ack Draft International Global Common Data Taxonomies Ack Draft Ireland GAAP Commercial and Industrial Ack Draft Israeli Annual and Periodic Reports General Purpose Financial Reporting, extension for International Financial Reporting Standards (IL-IFRS- Israel GP) Ack Draft Japan EDINET Taxonomy Ack Final Korea GAAP Primary Financial Statements Ack Draft New Zealand GAAP Commercial and Industrial Ack Draft Spain General Data Idenfication Ack Final Thailand Listed Companies - Banking Services Ack Draft Listed Companies - Commercial and Industrial Ack Draft Listed Companies - Securities Companies Ack Draft Ack 54 Draft United Kingdom GAAP Commercial and Industrial
  • 51. COUNTRY / JURISDICTION TAXONOMY LEVEL STATUS United States GAAP - Investment Management App Final XBRL US Accountants' Report Taxonomy 1.0 Ack Final XBRL US Country Taxonomy 1.0 Ack Final XBRL US Currency Taxonomy 1.0 Ack Final XBRL US Document and Entity Information Taxonomy 1.0 Ack Final XBRL US Exchange Taxonomy 1.0 Ack Final XBRL US GAAP Taxonomy 1.0 Ack Final XBRL US Management's Discussion and Analysis Taxonomy 1.0 Ack Final XBRL US Management Report Taxonomy 1.0 Ack Final XBRL US North American Industrial Classification System (NAICS) Taxonomy 1.0 Ack Final XBRL US SEC Certification Taxonomy 1.0 Ack Final XBRL US Standardized Industrial Classification (SIC) Taxonomy 1.0 Ack Final XBRL US State-Province Taxonomy 1.0 Ack Final GAAP - Commercial and Industrial (superseded by the 2008 version) App Final GAAP - Banking and Savings (superseded by the 2008 version) App Final GAAP - Insurance (superseded by the 2008 version) App Final GAAP - Brokers and Dealers (superseded by the 2008 version) Ack Draft GAAP - Pensions (superseded by the 2008 version) Ack Draft SEC Certification (superseded by the 2008 version) App Final Management Report (superseded by the 2008 version) App Final Accountants Report (superseded by the 2008 version) App Final MD&A (superseded by the 2008 version) App Final 55
  • 52. Extension Taxonomies  Why you might need an extension taxonomy 1. You want to include a financial statements item not in the standard taxonomy you are using. 2. Changing a label for a standard base taxonomy to match your label name 3. Changing the presentation structure of one or more standard base taxonomy elements to match the presentation structure of your report. 4. Changing the calculation structure of one or more standard base taxonomy elements to match the calculation structure of your report. 56
  • 53. Taxonomies and Extensions can be thought of as the building blocks for XBRL reporting First Raleigh Company Specific Terms Bank Terms US GAAP Bank Terms Industry Terms US GAAP FS Terms US GAAP Foundation Terms Primary Terms
  • 54. XBRL Linkbases  Definition linkbase: Indicates for each concept whether it is a special case of some other defined concept.  Calculation linkbase: Indicates how one concept in a group of “sibling” concepts is related to the value of their parent concept.  Presentation linkbase: Indicates the order in which each concept should be presented when grouped with its siblings.  Label linkbase: Associates each concept with one or more presentation labels, one per language.  Reference linkbase: Associates each concept with one or more places in authoritative literature where the concept is defined.  Dimension linkbase: Captures detailed information about the horizontal and vertical axes of a table in a note to the financial statements. 59
  • 55. Instance Documents • An Instance Document is your XBRL financial report • Instance Documents will include: • Values (ex. numbers, blocks of text etc) • Tags to identify the values • Taxonomy references – Telling you where the tags are defined • Context – Information describing the reporting entity and period • Units/Measure – Information on unit of measure, currency etc. 60
  • 56. Company Financial Statement XBRL Taxonomy Created by XBRL Consortium TAGGING Creation XBRL XBRL Document Created by Preparer AT 101 Assurance 61
  • 57. Software Used Six Steps to XBRL , Journal of Accountancy, Feb. 2008 65 65
  • 59. Services architecture leveraging taxonomies Transaction and or subsidiary Viewing and aggregation for Data department & management Controls ‗Wrap & Map‘ ACORD XBRL GL Controls ACORD XBRL Web Senior XBRL GL Services Management Controls ACORD Controls XBRL GL Controls Controls 81
  • 60. The Answer - XBRL GL System 1 System 2 System 3 XBRL GL XBRL GL XBRL GL Account# Account Number Identificador de la Cuenta accountMainID accountMainID accountMainID Description Account Description Descripción Principal de la Cuenta accountMainDescription accountMainDescription accountMainDescription Amount Entry Amount Monto Monetario amount amount amount PostDate Posting Date Fecha de Asignación/Ingreso postingDate postingDate postingDate 82
  • 61. Putting it all together: What are the opportunities for CPAs?
  • 62. Providing XBRL services: Still many unknowns/questions/issues! 84
  • 63. Introduction to Opportunities  Advisory Services  Assurance Services  Agreed-upon Procedures  Examination of an Assertion About XBRL-Tagged Data  Examination of Controls Over the Preparation of the XBRL-Tagged Data  AT Section 601, Compliance Attestation  Review of an Assertion About XBRL-Tagged Data Center for Audit Quality [Alert #2009-55] 87
  • 64. Advisory Services  Assisting management in obtaining an understanding of XBRL, relevant requirements, implementation processes, and timetable  Providing observations and recommendations to management on its XBRL project management plan, implementation process or supporting documentation prepared by the client  XBRL team members?  Outsourcing (filing agent)?  Software selection?  Timeline?  Providing comments on the client’s mapping of its financial statements to the XBRL US GAAP Taxonomy 88
  • 65. Preparing XBRL Documents for External Reporting  Recommend fire drill to client(s) to work out issues before filing is required:  Allocation of work between client, CPA, and 3rd parties  Degree of changes to face of financial statements to match standard taxonomy [could be zero]  Decide on block vs. detailed footnotes  Develop/implement/test/modify extension taxonomies  Develop plan for official filing based on fire drill results 89
  • 66. Advisory Services: Warning…  Avoid for audit clients…  Performing project management of the XBRL implementation project;  Selecting or recommending a specific software product for the client to use;  Mapping the client‘s financial statements to the XBRL US GAAP Taxonomy;  Designing a plan for the client to implement, or designing controls over that process;  Preparing a prototype of the client‘s financial statements using XBRL;  Providing ongoing support to management in tagging financial statements. 90
  • 67. Assurance  Independent auditor not required to have any role in XBRL exhibits in SEC filings.  The following standards do NOT apply:  AU 550--Other Information in Documents Containing Audited Financial Statements,  AU 722--Interim Financial Information  AU 711--Filings under Federal Securities Statutes  However, the client may request the audit firm perform procedures or report on the XBRL instance document… 91
  • 68. Assurance Services  Key components of audit/attestation/assurance engagement…  Subject matter  Client assertions about subject matter  Criteria  Attestation of client’s assertions about subject matter in compliance with criteria  Paper financial statements vs. XBRL  What are the subject matters, assertions, criteria, and attestations?  Are they the same of different? (Yes, no, maybe!)
  • 69. Assurance Issues  Paper financial statements not same as XBRL instance document (different subject matter/criteria)  Current audit opinion focuses on document level (fair view)  XBRL document is a dataset, presentation via a style sheet, so no fair view? XBRL needs assurance on data- level  No taxonomy for the audit opinion or guidance how to connect the opinion to an instance document, could be the FS  No guidance yet about signing audit opinions and validations of the signature  No audit tools (as opposed to validation tools) available for analyzing instance documents 93
  • 70. Preparation & Assurance Questions 1  Was the appropriate standard taxonomy chosen based on the industry and applicable GAAP?  Was the extension taxonomy properly created for new concepts and relationships not included in the standard taxonomy. Some related questions include:  Was a tag included in the extension taxonomy that already existed in the applicable standard taxonomy?  Are the customizations of labels, presentation order, and calculations, as captured in applicable linkbases, appropriate? 1List inspired by Eric Cohen CICA presentation, 2004 94
  • 71. Preparation & Assurance Questions  Is everything tagged that should be tagged?  Was the most appropriate XBRL tag chosen for each fact or concept in the source document? Two general types of errors could occur here:  Judgment error  Mechanical error  Were there tags in the standard taxonomy that would have been expected to be used, but were not used?  Are contexts consistent and appropriate? 95
  • 72. Audit Approach (AICPA) “Attest Engagements on Financial Information Included in XBRL Instance Documents” (AT 9101.47–.54) .52 …practitioner should consider performing include: • Compare the rendered Instance Document to the financial information. • Trace and agree the Instance Document's tagged information to the financial information. • Test that the financial information is appropriately tagged and included in the Instance Document. • Test for consistency of tagging (for example, an entity may use one taxonomy tag for one year and then switch to a different tag for the same financial information the following year. In this case, the financial information for both years should use the same tag). • Test that the entity extension or custom taxonomy meets the XBRL International Technical Specification (for example, through the use of a validation tool). 96
  • 73. PCAOB Guidelines (2005!)  PCAOB published 11-page staff Q&A regarding XBRL on May 25, 2005.  A3. An auditor may be engaged to examine and report on whether the XBRL-Related Documents accurately reflect the information in the corresponding part of the official EDGAR filings… under AT section 101, Attest Engagements, as amended.  A4…the auditor must have sufficient knowledge of the applicable SEC Regulations, EDGAR Filer Manual requirements, and XBRL taxonomies and specifications to perform the examination. 97
  • 74. PCAOB Guidelines  Q5. What criteria…?  A5. US GAAP Version 2.1…suitable criteria [however] Company extensions of those taxonomies normally do not go through the same development processes as [standard taxonomies]. Accordingly, the auditor should evaluate whether company extensions represent suitable and available criteria as described in AT section 101. 98
  • 75. Agreed-Upon Procedures  Firm’s report identifies procedures performed and results.  Report does not express an opinion and makes no representations regarding the sufficiency of the firm’s procedures.  Report is restricted to the client and the named parties who have agreed to the procedures & accepted responsibility for the sufficiency for their purposes.  It is not appropriate for companies to refer to services in a publicly available document
  • 76. Examination of an Assertion about XBRL- Tagged Data  SEC Rules note that issuers can obtain third-party assurance under the PCAOB Interim Attestation Standards, AT section 101  AT 9101.47–.54 suggests rending, but this procedure alone does not sufficiently address the risk that errors could exist in the tagged financial information.  Criteria: SEC Rules and the XBRL US GAAP Taxonomy Preparers Guide  What about extension taxonomies? Are they subject matter or criteria?  What about highly-technical XBRL Specification 2.1? What content? How do you decide? Skills? Specialist?  How is materiality assessed? Document as a whole vs. line-by-line? 100
  • 77. Examination of Controls Over the Preparation of XBRL-Tagged Data  Not likely to be a stand-alone service  Probably conducted in conjunction with other XBRL services  Client’s focus is on just delivering an accurate & complete XBRL document [controls and efficiency are secondary for now]  Because XBRL document creation is bolt-on (after-the- fact), tagging is typically not part of a company’s SOX 404 internal control over financial reporting [but that could change in the future] 101
  • 78. AT Section 601, Compliance Attestation  AT section 601 provides guidance on performing an examination or agreed-upon procedures engagement related to:  An entity's compliance with the requirements of specified laws, regulations, rules, contracts, or grants or  The effectiveness of an entity's internal control over compliance with specified requirements.  SEC Rule 405 of Regulation S-T imposes certain content, format, submission and posting requirements that an entity’s compliance could be evaluated against.  However, the EDGAR Filer Manual includes highly detailed, technical information; as such, audit firms should consider carefully whether they have the technical expertise to perform such compliance services. 102
  • 79. General Requirements under SEC Rule 405 Regulation S-T  Information in interactive data format should not be more or less than the information in the ASCII or HTML part of the report  Use of the most recent and appropriate list of tags released by XBRL U.S. or the IASCF as required by EDGAR Filer Manual.  Viewable interactive data as displayed through software available on the Commission’s Web site, and to the extent identical in all material respect to the corresponding portion of the traditional format filing  Data in the interactive data file submitted to SEC would be protected from liability for failure to comply with the proposed tagging and related requirements if the interactive data file either  Met the requirements; or  Failed to meet those requirements, but failure occurred despite the issuer’s good faith and reasonable effort, and the issuer corrected the failure as soon as reasonably practical after becoming aware of it. 103
  • 80. Review of an Assertion about XBRL-Tagged Data  Generally consist of inquiries and analytical procedures designed to provide a moderate level of assurance (i.e., negative assurance).  However, probably could not perform meaningful analytical procedures on XBRL-tagged data sufficient to achieve even this level of assurance and it is uncertain what other procedures could be identified that, when combined with inquiries, could form the basis for a review engagement.  Accordingly, the feasibility of a review engagement related to XBRL tagging is uncertain. If a review engagement could be developed, it would be important for the review report to communicate its limitations to users. 104
  • 81. Management Assertions (SAS 106) & Related Audit Objectives Assertions about account balances Audit Objectives  Existence  Validity  Completeness  Completeness  Rights and Obligations  Ownership  Valuation or Allocation  Valuation Assertions about classes of transactions and  Cut-off events  Classification  Occurrence  Disclosure  Completeness  Accuracy  Cutoff  Classification Assertions about presentation and disclosure  Occurrence and rights and obligations.  Completeness  Classification and understandability Based on research of Srivastava & Kogan 105
  • 82. Risk Based Approach for Conceptualizing Assertions  Data Deficiencies in the XBRL Instance Document  Omissions of relevant data from the traditional format documents (Completeness)  Insertions of data not present in the traditional format documents (Existence)  Erroneous element values and / or attribute values (such as context, unit, etc.) (Accuracy: Element Accuracy or Attribute Accuracy) 106
  • 83. Risk Based Approach for Conceptualizing Assertions  Deficiencies of the Mark-up in the XBRL instance Document  Erroneous tagging of data that violates XML syntax rules (Violation of Well-formedness)  Erroneous tagging of data that violates XML Schema (Violation of Validity)  Inappropriate choice of XBRL elements to tag traditional format document data (Violation of Proper Representation) 107
  • 84. Risk Based Approach for Conceptualizing Assertions  Deficiencies of XBRL Taxonomies used by the Filer  Improper choice of general and industry-specific XBRL taxonomies by the filer (Proper Taxonomies)  Violations of XML or XBRL language rules in XBRL taxonomy extensions by the filer (Valid Taxonomy Extensions)  Inappropriate introduction of new elements in XBRL taxonomy extensions (Proper Extension Elements)  Inappropriate / erroneous linkbases in XBRL taxonomy extensions (including the choice of inappropriate/misleading labels) (Proper Linkbases) 108
  • 85. An Accounting Intro to XBRL Accounting can be found in the taxonomy • Accounting structure is in the linkbases • Definitions are explicit, not implied • Authoritative literature is linked • Taxonomy elements are highly vetted • FASB, SEC, Public reviews 109
  • 86. Tools for Accounting •FASB‘s XBRL Yeti Tool •SEC‘s EDGAR site •SEC‘s XBRL site •XBRL US site •XBRL Cloud EDGAR Dashboard •FASB‘s Codification of US GAAP •Proposed XBRL for New ASC‘s •Smart Phone App BRIX 110
  • 87. US GAAP Taxonomy 2011 111
  • 88. Path to the Taxonomy's Accounting •FASB.org; click on FASB XBRL •Click on ―taxonomy view‖, then • ‗Entire 2011 US GAAP Financial Reporting Taxonomy‘ •Once there, type ―cash‖ into search box 112
  • 90. Yeti – A Taxonomy Reader 114
  • 93. XBRL Cloud‘s EDGAR DASHBOARD 117
  • 94. The Codification of US GAAP US GAAP was contained in over 12 publications of official and semi- official GAAP prior to the 2005-7 effort to place all US GAAP into an electronic index called ACS. Access to the ACS is either public or professional. Professional access is a paid service. 118
  • 96. 120
  • 98. Starbucks 122
  • 99. Starbucks 123
  • 100. Starbucks 124
  • 101. Starbucks 125
  • 102. Starbucks 126
  • 103. XBRL US Smart Phone App 127
  • 104. Acknowledgements Mike Willis and Eric Cohen, Charlie Hoffman, PwC EDGAR Online Yossef Newman, Walter Hamscher, Deloitte Standard Advantage Liv Watson, Jan Pasmooij, Royal NIVRA, XBRL International Netherlands Roger Debreceny, Clinton ―Skip‖ White, U. of Hawaii U. of Delaware Raj Srivastava, Glen Gray, U. of Kansas Cal State Northridge Greg Zegarowski, Financial Amy Pawlicki, Leadership Corporation AICPA Paul Penler, XBRL International E&Y XBRL US Center for Audit Quality Apologies to anyone I missed. 128
  • 105. Questions? Thank You hannon@ku.edu 129