• Automation
• Minimized costs
• Increased efficiency of data handling
• Improved data analysis and comparison
• Improved accuracy
• Improved publishing process

We highly recommend that you start before the mandatory period.

XBRL RULES FOR FILING

Type of Issuer	Initial Compliance Deadline	Examples of Initial Compliance Deadline
Large accelerated filers that: use U.S. GAAP, and have a worldwide market value of voting and non-voting common equity held by non-affiliates of more than U.S. $5 billion[1]	First Form 10-Q, Form 20-F or Form 40-F filed for a fiscal period ending on or after June 15, 2009	Calendar year-end companies filing on domestic forms will be subject to the new XBRL requirement beginning with their Form 10-Q due on or before August 10, 2009 for the quarter ended June 30, 2009 Companies with a June 30 fiscal year-end filing on domestic forms will not be subject to the XBRL requirement until their Form 10-Q due on or before November 9, 2009 for the quarter ended September 30, 2009
All other U.S. and non-U.S. large accelerated filers that use U.S. GAAP (worldwide public float of more than $700 million)	First Form 10-Q, Form 20-F or Form 40-F filed for a fiscal period ending on or after June 15, 2010	Calendar year-end companies filing on domestic forms will be subject to the new XBRL requirement beginning with their Form 10-Q due on or before August 9, 2010 for the quarter ended June 30, 2010 Companies with a June 30 fiscal year-end filing on domestic forms will not be subject to the XBRL requirement until their Form 10-Q due on or before November 9, 2010 for the quarter ended September 30, 2010
All other companies that use U.S. GAAP, including accelerated filers and smaller reporting companies, and all foreign private issuers that use IFRS as issued by the IASB	First Form 10-Q, Form 20-F or Form 40-F filed for a fiscal period ending on or after June 15, 2011	Calendar year-end companies filing on domestic forms will be subject to the new XBRL requirement beginning with their Form 10-Q for the quarter ended June 30, 2011 Companies with a June 30 fiscal year-end filing on domestic forms will not be subject to the XBRL requirement until their Form 10-Q for the quarter ended September 30, 2011
All other U.S. and non-U.S. large accelerated filers that use U.S. GAAP (worldwide public float of more than $700 million)	First Form 10-Q, Form 20-F or Form 40-F filed for a fiscal period ending on or after June 15, 2010	Calendar year-end companies filing on domestic forms will be subject to the new XBRL requirement beginning with their Form 10-Q due on or before August 9, 2010 for the quarter ended June 30, 2010 Companies with a June 30 fiscal year-end filing on domestic forms will not be subject to the XBRL requirement until their Form 10-Q due on or before November 9, 2010 for the quarter ended September 30, 2010
All other companies that use U.S. GAAP, including accelerated filers and smaller reporting companies, and all foreign private issuers that use IFRS as issued by the IASB	First Form 10-Q, Form 20-F or Form 40-F filed for a fiscal period ending on or after June 15, 2011	Calendar year-end companies filing on domestic forms will be subject to the new XBRL requirement beginning with their Form 10-Q for the quarter ended June 30, 2011 Companies with a June 30 fiscal year-end filing on domestic forms will not be subject to the XBRL requirement until their Form 10-Q for the quarter ended September 30, 2011

XBRL REQUIREMENTS

Once subject to the XBRL requirements, a company must submit two versions of its financial statements. The first version will be the filed financial statements formatted as they are today, in HTML or ASCII format. The second version, required by new Rule 405 of Regulation S-T, will be a submitted exhibit containing only the XBRL interactive data that has been tagged as required by the XBRL rules. The interactive data submission, which must include all periods covered in the filed financial statements, as well as any prior comparative periods, will appear as Exhibit 101 under Item 601 of Regulation S-K.

In an effort to ease the transition to XBRL, companies are not initially required to provide detailed tagging for all financial statement footnotes and financial statement schedules. Instead, during the first year that companies are subject to the XBRL rules, the SEC will allow these financial statement footnotes and financial statement schedules to be tagged as individual blocks of text. After a year of such “block” tagging, the company will be required to tag the detailed quantitative disclosures within the footnotes and schedules and will be permitted, but not required, to tag each narrative disclosure.

REPORTS SUBJECT TO XBRL REQUIREMENTS

The XBRL requirements pertain to all periodic reports on Forms 10-K, 10-Q, 20-F, and Form 40-F (when used as an annual report), current reports on Forms 8-K and 6-K if they contain revised or updated financial statements, and transition reports on Forms 10-Q, 10-K, and 20-F. However, a company is not required to submit interactive data using XBRL until its first Form 10-Q or, for a foreign private issuer not required to file quarterly reports, its first annual report on Form 20-F or Form 40-F after becoming subject to the XBRL requirements. After this first filing has been made, any other periodic report, current report containing revised or updated financial statements or transition report will be required to include separate exhibits containing the XBRL interactive data for its financial statements.

Subject to the phase-in schedule discussed above, the XBRL requirements also will apply to all registration statements filed under the Securities Act of 1933 where the financial statements are included directly in the filing and are not incorporated by reference, including registration statements on Forms S-1, S-3, S-4, F-9, F-10, S-11, F-1, F-3, and F-4. However, the required submission of XBRL interactive data with such a registration statement applies only to any filing of a registration statement after a price or price range has been determined and any subsequent pre-effective or post-effective amendment of the registration statement where the financial statements have changed.

Accordingly, once a company has filed its first periodic report required to include XBRL interactive data, the company will be required to include XBRL interactive data in any subsequent Securities Act registration statement that contains price information (whether it is the initial filing or a subsequent amendment) and any subsequent amendment where the financial statements have changed. Further, as with the requirement to include XBRL interactive data in Exchange Act reports, the interactive data will be required to include all periods covered in the filed financial statements, as well as any prior comparative periods.

The XBRL reporting requirements do not apply to:

• Securities Act registration statements for initial public offerings;
• Exchange Act registration statements on Forms 10, 20-F, and 40-F;
• Pro forma financial statements prepared in accordance with Article 11 of Regulation S-X; and
• Financial statements that may be required under Rules 3-05, 3-09, 3-14, and 3-16 of Regulation S-X (e.g., financial statements of a material acquiree under Rule 3-05 of Regulation S-X and financial statements of a company being acquired or merged, if they are provided in Form S-4).

WEBSITE POSTING

Rule 405(g) of Regulation S-T will require a company to post the same XBRL interactive data that it was required to provide to the SEC (and not merely a hyperlink to the SEC website) on its company website on the same day the related registration statement or report is filed or is required to be filed with the SEC. This XBRL interactive data must remain posted on the company website for at least twelve months.

GRACE PERIODS FOR INITIAL COMPLIANCE

The SEC has provided certain grace periods for a company’s initial interactive data submission:

• The initial XBRL-formatted exhibits must be submitted within 30 days of the earlier of the due date or filing date of the related report or registration statement.
• In year two, a company will have a similar 30-day grace period for the submission of its first XBRL-formatted exhibits that include detailed tagging of footnotes and schedules.

During these grace periods for initial filings, companies may submit the XBRL-formatted exhibits as amendments to the previously filed report. Please note that these grace periods for initial submission and initial detail-tagged-submission only apply once, no matter whether the initial submissions were submitted voluntarily or as required by the XBRL rules.

EFFECT OF FAILURE TO COMPLY AND AVAILABILITY OF HARDSHIP EXEMPTION

After the expiration of any applicable grace periods, any company that fails to submit required XBRL interactive data electronically to the SEC and to post the data on its website by the required due date will not be considered current in the filing of its reports under the Exchange Act. This status will result in a company’s loss of eligibility to use Forms S-3, F-3 or S-8 for registered offerings and an inability to incorporate certain items by reference into Forms S-4 or F-4. In addition, the company will not be considered current in its Exchange Act reporting requirements for purposes of the resale exemption safe harbor provided by Rule 144. In each such case, the company will once again be considered current in its Exchange Act reporting and its form-eligibility and Rule 144 status will be regained as soon as the company submits the required XBRL interactive data.

Under Rule 201 of Regulation S-T, if a company experiences unanticipated technical difficulties that prevent the timely preparation and electronic submission of required XBRL interactive data, the company may substitute a document with a legend explaining that fact and submit the required XBRL interactive data within six business days of the filing of the financial statements. During this interim period, the company will be deemed current for purposes of form eligibility, incorporation by reference, and Rule 144 and will also be deemed not to have violated the website posting requirement. On and after the seventh business day following the filing, if the required XBRL interactive data has not been submitted, the company will not be considered current in its Exchange Act reporting for each of those purposes until the interactive data is electronically submitted to the SEC and posted on the company website. A company may also apply in writing for a continuing hardship exemption under Rule 202 of Regulation S-T if required XBRL interactive data cannot be submitted without undue burden or expense. If granted, the exemption may apply indefinitely or for only a specified period.

LIABILITY FOR SUBMITTED XBRL INTERACTIVE DATA

Interactive data files submitted by a company to the SEC will be subject to modified liability under the federal securities laws for the first twenty-four months after the company becomes subject to the XBRL requirements, but no later than October 31, 2014. During this modified-liability transition period, XBRL interactive data files will be:

• subject to the anti-fraud provisions in Section 17(a)(1) of the Securities Act, Section 10(b) and Rule 10b-5 under the Exchange Act, and Section 206(1) of the Investment Advisers Act of 1940, except in connection with a failure to comply with the tagging requirements that occurs despite a good faith attempt to comply, as long as the failure to comply with the tagging requirements is corrected promptly after the company becomes aware of the failure;
• deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act and not otherwise subject to liability under those sections;
• deemed not filed for purposes of Section 18 of the Exchange Act or Section 34(b) of the Investment Company Act and not otherwise subject to liability under those sections; and
• deemed filed for purposes of Rule 103 of Regulation S-T and, as a result of that status, not subject to liability for electronic transmission errors beyond the company’s control if the company corrects the problem through an amendment as soon as reasonably practicable after it becomes aware of the problem.

Although the XBRL interactive data files will be subject to modified liability during this transition period, the financial statements themselves will, of course, continue to be subject to full liability under the federal securities laws, including liability under Sections 11 and 12 of the Securities Act, Section 18 of the Exchange Act, and Section 34(b) of the Investment Company Act. XBRL interactive data files will become subject to these same liability provisions after expiration of the modified-liability transition period specified above.

OFFICER CERTIFICATIONS

XBRL interactive data submissions will be excluded from the officer certification requirements of Exchange Act Rules 13a-14 and 15d-14, even after the transition period. However, as the SEC has indicated its view that XBRL interactive data falls within the definition of “disclosure controls and procedures” under Exchange Act Rules 13a-15(e) and 15d-15(e), a company’s obligation to maintain and evaluate its disclosure controls and procedures under Exchange Act Rules 13a-15 and 15d-15, and the related disclosure requirements under Item 307 of Regulation S-K and Item 15 of Form 20-F, will encompass all XBRL interactive data submissions.

AUDITOR LIABILITY

The SEC made clear in its adoption of the new XBRL requirements that, in connection with the auditor’s audit and review of a company’s financial statements, there is neither a requirement for a formal audit of the interactive data submission nor any additional basis for auditor liability based on data tagging under SAS 8 (AU Section 550), SAS 100 (AU Section 722) or SAS 37 (AU Section 711).

COVER PAGES OF SEC FORMS

In connection with the new XBRL requirements, effective April 13, 2009, the SEC modified the cover page of several of its forms, including Forms 10-K, 10-Q, and 20-F, to include check boxes indicating whether a company has submitted and posted on its website every interactive data file required to be submitted or posted during the preceding twelve months. We understand that the staff of the Division of Corporation Finance has informally taken the position that companies who are not currently subject to the XBRL requirements (including companies who submit interactive data files voluntarily) should leave the boxes unchecked until they are subject to the XBRL requirements.

ACTION ITEMS

The XBRL compliance deadlines are approaching quickly for large accelerated filers with a worldwide public common equity float above $5 billion. Companies should confirm that they have taken, or are taking, the steps necessary to implement the new requirements. These steps include:

• Confirming that the company’s accounting, technological, and financial reporting specialists, as well as its principal financial officer and other key executives, understand and are comfortable with the new requirements;
• Deciding whether to use third-party software or engage a third party, such as a financial printer, to carry out the XBRL data-tagging process;
• Discussing XBRL requirements with the company’s auditors and determine to what extent the auditors will review interactive financial data; and
• Reviewing the company’s disclosure controls and procedures to ensure that they cover the new XBRL interactive data requirements and provide controls and procedures to ensure that the XBRL interactive data files will be accurate and tagged correctly.

Companies that are not subject to the initial compliance deadline for XBRL may still choose to submit interactive data on a voluntary basis. Doing so provides the chance to compare different third-party vendors, overcome any technical challenges, and hone in-house protocols for interactive data submissions ahead of time. If a company chooses to make voluntary interactive data submissions, it may cease voluntary submissions at any time; however, it is important to note that the grace periods available for initial submission and initial detail-tagged submission (as discussed above) apply only once, regardless of whether the initial submissions were submitted voluntarily or as required by the SEC’s rules.

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