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Quality vs. and Control:
You Don’t Have to Choose

        Mike Willis, PwC
   Raul Varela, Rivet Software

      Wednesday, December 5, 2012
          3:00 – 4:00 pm EST
DISCUSSION AGENDA

  Intro
  Quality
  Consequences of poor quality
  Taking control / streamlining 'last mile‘
  Differentiating features of Disclosure Management
  Q&A
POLL QUESTION

  To ensure the quality of my XBRL filing, I: (check all that apply)
      •   Work with an auditing firm
      •   Use an automated review tool
      •   Will review hard copies by hand
      •   Trust my vendor
Common Errors & Risks


     XBRL Common errors that create liability:
     Incorrect accounting values (amounts are ‘backwards’)
     Missing disclosures
     Incorrect or inaccurate accounting concepts
     Inconsistent or inaccurate descriptions
     Missing or untimely filing
     Incorrect or missing calculations

     Regulatory and Litigation Risks:
     Investor Liability
     Regulatory Actions:
      - Delayed registration statements
      - Loss of short form eligibility
     - Amended filings
     - Comment Letters
     - Noncompliance with regulatory requirements
     Reputational
NOTE:
Common observations outlined by the Staff at the SEC which can be found
on their webpage located here, http://www.sec.gov/spotlight/xbrl/staff-
review-observations.shtml.
     PwC                                                                  4
Penalties for Inaccuracies (India)


"A random scrutiny of XBRL filing
…reveals significant variations in
disclosures in published results…”

"Such XBRL filings, apart from
being misleading, also dilute the
effectiveness of XBRL for
stakeholders' usage relating to the
companies," it said.
"It is unfortunate that
professionals have certified the
authenticity of such incorrect data,
for which they are liable to be
penalised.”

PwC                                    5
SIFMA AMF Letter to SEC Requesting Expansion
of XBRL Mandate




                                               6
PwC
SIFMA Corporate Actions Forum
December 10th, 2012

SIFMA Sponsored
US SEC
BlueMatrix
United Technologies




PwC                             7
XBRL – NOT just the US SEC
      Adoption accelerating around the World




      PwC
© Gilles Maguet
Standard Business Reporting (‘SBR’)
Redefining “Convergence”


• Process vs. Principles Convergence
• 25%+ regulatory burden reduction via
  convergence of disparate territory
  agencies compliance processes
• SBR Program burden reduction occurring
  in countries around the world
• Harmonisation/reduction of reported
  disclosures using IFRS Taxonomy
• Relevant to both public and private
  companies
• Regulators & business sharing a common
  language
• Significant implications for territory
  compliance processes
PwC                                        9
General Benefits of Disclosure Management


• Disclosure Management benefits include:
      - Effectiveness and efficiency in the financial close last mile of report
        assembly and review processes via reduction of manual effort
        through automation
        ◦ Report assembly
        ◦ Report review
        ◦ Spreadsheet aggregation and analysis
      - Enhanced controls
        ◦ Over edit process and related turn-around time
        ◦ Automating manual controls
      - Enhanced ability to benchmark, analyze and access data

PwC                                                                          10
POLL QUESTION
  How big of a concern is loss of control, with regards to turnaround
  times, publishing information, etc., to you?
      •   A great concern
      •   A concern, but not a priority
      •   Not really a concern
      •   Not a concern at all
Typical Reporting Process Last Mile (Manual)
                                                                        Stat
                                                       Board     Stat
                                                                       Report
                                                                Report
Reports are created via             XBRL Press Proxy   Report
                             Form           Release
                             10K    Exhibit
a series of access and
                                                   Reports
rekeying efforts
manually replicating
information contained in            Accounting Records
the company accounting
records.                                                   Consolidation
                                                           Processes
In a typical company
process, there are ‘no’ to                                  Spreadsheet
‘very limited’ explicit                                     Aggregation
connections between
reported disclosures and
company accounting
records.

                                             Business Segment
                                             Systems Feeding
                                             Consolidation

    PwC
                                                                                12
Disclosure Management – Streamlining the Last Mile
                                                                  New Relationships
                                                                               Stat
                                                              Board     Stat
                                                                              Report
                                                                       Report
Mapping relationships between              XBRL Press Proxy   Report
                                    Form
company report writer systems              Exhibit Release
                                    10K
                                                                        Reports
and the company report are
explicit and access, reuse and
                                                  Accounting Records
some validation processes are
automated within the built-in                             Disclosure Management
application. These explicit                               Report Writer
relationships exist between
source system accounting
records and company report.                                            Consolidation
                                                                       Processes

Report Writer process controls
                                                                       Spreadsheet
are critical and may include:
                                                                       Aggregation
application access controls;
control over mappings (both
incoming and outgoing); log of                         Business Segment
changes; report versioning                             Systems Feeding
controls and audit trail; others.                      Consolidation
   PwC
A REAL LIFE EXAMPLE

 $1.85B market cap
 Oil and Gas Equipment and Services company

  Use Crossfire Disclosure Management solution to file
   XBRL and EDGAR HTML from a single source.

  They utilize an Oracle Financials Data Adapter which
   pulls data from their General Ledger system directly into
   Crossfire.

  They have gained a great deal of efficiency in
   streamlining their reporting process.
Common Process & Control Enhancements


  •    Automated Spreadsheet Assembly
  •    Automated Report Assembly
  •    Automated Report Validation                        • 25% to 50%
  •    Automated Narrative Text Generation                cost and time
  •    Contextual Review Process                          enhancements
  •    Automated XBRL Reports                             • Control
  •    Automated Benchmarking
  •    Explicit References
  •    Collaborative Review Processes
  •    Virtual Service Center


      Disclosure Management: Streamlining the Last Mile

PwC                                                                   15
Implementation Considerations


• Social process vs. ‘webmaster’
• Assembly automation enabling ‘flow through’ of source content updates
• Automation of analysis and validation rules
• Automation of content development
• Contextual review of disclosures
• Collaborative review of draft reports
• Multiple report presentation alternatives
• Transparency of supporting transaction level information
• Comparative analysis of peer disclosures
• Automated reference links
• Range of reports and professionals impacted


PwC                                                                       16
POLL QUESTION

 Do you believe there is value in XBRL?
     •   Yes, I currently utilize XBRL for business intelligence
     •   Yes, I currently utilize XBRL to improve my own filings
     •   Not yet, but I can see how there will be value in the future
     •   No, and there never will be
Structured IR Content
Enables automation of information relationships

Structured content enables automation of content development and
relationships with broad range of relevant supporting content.




PwC                                                                18
PEER COMPARISONS

 $1.7B market cap
 REIT

  Use Crossfire for Interactive Reporting and another
   vendor for SEC filing

  The company takes the filed XBRL information from the
   SEC of their 17 closest competitors and compares the
   results side by side with their results

  Every time one of the 17 competitors files a new Q or K -
   the peer comparison is automatically updated.
ROI Considerations
 + License cost of software, dependent on factors including vendor, nature of
implementation and number of seats.
+ Implementation costs, using software license cost as an estimate
+ Training time/costs, dependent on implementation approach
- Outsourcing costs for XBRL tagging and related time for "pencils-down" allotments
- Final format document costs including EDGARization fees/ typesetting fees/other
printer costs (hard dollar costs for current expenses that could be removed)
- Process enhancement costs (see listing of process enhancements areas)
- Time/cost reduction multiplied by the number of reports assembled manually
- Estimate a time line for increase in the number of reports processed through the
Disclosure Management application (not just relevant to quarterly/annual reports)


= Net Benefit/Cost (ROI)




PwC                                                                                   20
Differentiating DM Application Features

• Nature (client server vs. SAAS) – ability to connect to source systems
• Connectivity with full range of information sources (interoperability / consumption)
• Rules management (validation and analytical risk assessments)
• Collaborative workflows and controls (Administration across broadest range of
professionals)
• Presentation management (disclosures reusable across broad range of reports)
• Reference management (disclosure relationships w/ policies, models, risks)
• Report Analytical assessments (collaborative nature of risk assessment rules
management)
• Support (timely international support and range of languages)
• Technical compliance (with broadest range of technical standards – e.g. iXBRL)
• Taxonomy management (automated vs. manual; multiple vs. single)
      •   Mapping (wizards that support peer benchmarking / company specific extensions)
      •   Taxonomy support (timely support for range of taxonomies – e.g. Solvency II)

PwC                                                                                        21
This publication has been prepared for general guidance on matters of interest only, and does
not constitute professional advice. You should not act upon the information contained in this
publication without obtaining specific professional advice. No representation or warranty
(express or implied) is given as to the accuracy or completeness of the information contained
in this publication, and, to the extent permitted by law, [insert legal name of the PwC firm],
its members, employees and agents do not accept or assume any liability, responsibility or
duty of care for any consequences of you or anyone else acting, or refraining to act, in reliance
on the information contained in this publication or for any decision based on it.

© 2012. All rights reserved. In this document, “PwC” refers to PricewaterhouseCoopers LLP
which is a member firm of PricewaterhouseCoopers International Limited, each member firm
of which is a separate legal entity.                                                                22
Q&A

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Quality and Control

  • 1. Quality vs. and Control: You Don’t Have to Choose Mike Willis, PwC Raul Varela, Rivet Software Wednesday, December 5, 2012 3:00 – 4:00 pm EST
  • 2. DISCUSSION AGENDA  Intro  Quality  Consequences of poor quality  Taking control / streamlining 'last mile‘  Differentiating features of Disclosure Management  Q&A
  • 3. POLL QUESTION To ensure the quality of my XBRL filing, I: (check all that apply) • Work with an auditing firm • Use an automated review tool • Will review hard copies by hand • Trust my vendor
  • 4. Common Errors & Risks XBRL Common errors that create liability: Incorrect accounting values (amounts are ‘backwards’) Missing disclosures Incorrect or inaccurate accounting concepts Inconsistent or inaccurate descriptions Missing or untimely filing Incorrect or missing calculations Regulatory and Litigation Risks: Investor Liability Regulatory Actions: - Delayed registration statements - Loss of short form eligibility - Amended filings - Comment Letters - Noncompliance with regulatory requirements Reputational NOTE: Common observations outlined by the Staff at the SEC which can be found on their webpage located here, http://www.sec.gov/spotlight/xbrl/staff- review-observations.shtml. PwC 4
  • 5. Penalties for Inaccuracies (India) "A random scrutiny of XBRL filing …reveals significant variations in disclosures in published results…” "Such XBRL filings, apart from being misleading, also dilute the effectiveness of XBRL for stakeholders' usage relating to the companies," it said. "It is unfortunate that professionals have certified the authenticity of such incorrect data, for which they are liable to be penalised.” PwC 5
  • 6. SIFMA AMF Letter to SEC Requesting Expansion of XBRL Mandate 6 PwC
  • 7. SIFMA Corporate Actions Forum December 10th, 2012 SIFMA Sponsored US SEC BlueMatrix United Technologies PwC 7
  • 8. XBRL – NOT just the US SEC Adoption accelerating around the World PwC © Gilles Maguet
  • 9. Standard Business Reporting (‘SBR’) Redefining “Convergence” • Process vs. Principles Convergence • 25%+ regulatory burden reduction via convergence of disparate territory agencies compliance processes • SBR Program burden reduction occurring in countries around the world • Harmonisation/reduction of reported disclosures using IFRS Taxonomy • Relevant to both public and private companies • Regulators & business sharing a common language • Significant implications for territory compliance processes PwC 9
  • 10. General Benefits of Disclosure Management • Disclosure Management benefits include: - Effectiveness and efficiency in the financial close last mile of report assembly and review processes via reduction of manual effort through automation ◦ Report assembly ◦ Report review ◦ Spreadsheet aggregation and analysis - Enhanced controls ◦ Over edit process and related turn-around time ◦ Automating manual controls - Enhanced ability to benchmark, analyze and access data PwC 10
  • 11. POLL QUESTION How big of a concern is loss of control, with regards to turnaround times, publishing information, etc., to you? • A great concern • A concern, but not a priority • Not really a concern • Not a concern at all
  • 12. Typical Reporting Process Last Mile (Manual) Stat Board Stat Report Report Reports are created via XBRL Press Proxy Report Form Release 10K Exhibit a series of access and Reports rekeying efforts manually replicating information contained in Accounting Records the company accounting records. Consolidation Processes In a typical company process, there are ‘no’ to Spreadsheet ‘very limited’ explicit Aggregation connections between reported disclosures and company accounting records. Business Segment Systems Feeding Consolidation PwC 12
  • 13. Disclosure Management – Streamlining the Last Mile New Relationships Stat Board Stat Report Report Mapping relationships between XBRL Press Proxy Report Form company report writer systems Exhibit Release 10K Reports and the company report are explicit and access, reuse and Accounting Records some validation processes are automated within the built-in Disclosure Management application. These explicit Report Writer relationships exist between source system accounting records and company report. Consolidation Processes Report Writer process controls Spreadsheet are critical and may include: Aggregation application access controls; control over mappings (both incoming and outgoing); log of Business Segment changes; report versioning Systems Feeding controls and audit trail; others. Consolidation PwC
  • 14. A REAL LIFE EXAMPLE $1.85B market cap Oil and Gas Equipment and Services company  Use Crossfire Disclosure Management solution to file XBRL and EDGAR HTML from a single source.  They utilize an Oracle Financials Data Adapter which pulls data from their General Ledger system directly into Crossfire.  They have gained a great deal of efficiency in streamlining their reporting process.
  • 15. Common Process & Control Enhancements • Automated Spreadsheet Assembly • Automated Report Assembly • Automated Report Validation • 25% to 50% • Automated Narrative Text Generation cost and time • Contextual Review Process enhancements • Automated XBRL Reports • Control • Automated Benchmarking • Explicit References • Collaborative Review Processes • Virtual Service Center Disclosure Management: Streamlining the Last Mile PwC 15
  • 16. Implementation Considerations • Social process vs. ‘webmaster’ • Assembly automation enabling ‘flow through’ of source content updates • Automation of analysis and validation rules • Automation of content development • Contextual review of disclosures • Collaborative review of draft reports • Multiple report presentation alternatives • Transparency of supporting transaction level information • Comparative analysis of peer disclosures • Automated reference links • Range of reports and professionals impacted PwC 16
  • 17. POLL QUESTION Do you believe there is value in XBRL? • Yes, I currently utilize XBRL for business intelligence • Yes, I currently utilize XBRL to improve my own filings • Not yet, but I can see how there will be value in the future • No, and there never will be
  • 18. Structured IR Content Enables automation of information relationships Structured content enables automation of content development and relationships with broad range of relevant supporting content. PwC 18
  • 19. PEER COMPARISONS $1.7B market cap REIT  Use Crossfire for Interactive Reporting and another vendor for SEC filing  The company takes the filed XBRL information from the SEC of their 17 closest competitors and compares the results side by side with their results  Every time one of the 17 competitors files a new Q or K - the peer comparison is automatically updated.
  • 20. ROI Considerations + License cost of software, dependent on factors including vendor, nature of implementation and number of seats. + Implementation costs, using software license cost as an estimate + Training time/costs, dependent on implementation approach - Outsourcing costs for XBRL tagging and related time for "pencils-down" allotments - Final format document costs including EDGARization fees/ typesetting fees/other printer costs (hard dollar costs for current expenses that could be removed) - Process enhancement costs (see listing of process enhancements areas) - Time/cost reduction multiplied by the number of reports assembled manually - Estimate a time line for increase in the number of reports processed through the Disclosure Management application (not just relevant to quarterly/annual reports) = Net Benefit/Cost (ROI) PwC 20
  • 21. Differentiating DM Application Features • Nature (client server vs. SAAS) – ability to connect to source systems • Connectivity with full range of information sources (interoperability / consumption) • Rules management (validation and analytical risk assessments) • Collaborative workflows and controls (Administration across broadest range of professionals) • Presentation management (disclosures reusable across broad range of reports) • Reference management (disclosure relationships w/ policies, models, risks) • Report Analytical assessments (collaborative nature of risk assessment rules management) • Support (timely international support and range of languages) • Technical compliance (with broadest range of technical standards – e.g. iXBRL) • Taxonomy management (automated vs. manual; multiple vs. single) • Mapping (wizards that support peer benchmarking / company specific extensions) • Taxonomy support (timely support for range of taxonomies – e.g. Solvency II) PwC 21
  • 22. This publication has been prepared for general guidance on matters of interest only, and does not constitute professional advice. You should not act upon the information contained in this publication without obtaining specific professional advice. No representation or warranty (express or implied) is given as to the accuracy or completeness of the information contained in this publication, and, to the extent permitted by law, [insert legal name of the PwC firm], its members, employees and agents do not accept or assume any liability, responsibility or duty of care for any consequences of you or anyone else acting, or refraining to act, in reliance on the information contained in this publication or for any decision based on it. © 2012. All rights reserved. In this document, “PwC” refers to PricewaterhouseCoopers LLP which is a member firm of PricewaterhouseCoopers International Limited, each member firm of which is a separate legal entity. 22
  • 23. Q&A Questions?