Several months ago I searched and searched, trying to find what I would consider a model SEC XBRL filing. I did find one. (Here is a blog post which summarizes the types of mistakes filers are making.)
In the latest set of SEC XBRL filings, I found 24 SEC XBRL filings which I gave a "5 Star Rating"! That is quite a nice leap. You can see the list here on an HTML page (and here is the list in XML if you want to read the list programatically and perform your own analysis).
Model SEC XBRL Filings
While these filings may not be totally perfect, this is a very significant move in the right direction for SEC filings in my view. There is one thing which is a bit disappointing about the list which is that one filing agent created all of the filings. That vendor is EdgarOnline. Nothing against EdgarOnline, I just would like to have seen more vendors on the list of those getting a 5 Star Rating.
An interesting point here is that there are at least three separate parties who say that the list of 24 filers did a good job. First there is me, I say those are good filings. See below how I define "good". Second, EdgarOnline says they are good; otherwise they would have done them differently. Third, XBRL Cloud says that they are good. The public list of SEC filings validation results (called the "dashboard") made available show zero errors in all the categories I used. (I excluded certain best practices and informational messages from my evaluation criteria.)
Conceivably, you could add another "party" to those who say that those SEC XBRL Filings are on target which is the US GAAP Taxonomy Architecture. That is where XBRL Cloud, EdgarOnline, and myself get the information to help us figure out how to properly create SEC XBRL filings.
5 Star Ratings
Here is a list of SEC XBRL filings which I gave a 5 Star Rating to. I consider these filings models of what I consider a good SEC XBRL filing. Can you consider these best practices? I think so. Show be better practices. See a detailed listing of the characteristics below. But here is the list of the 24 SEC filers who get my 5 Star Rating (again, here is the list on a web page where you can get to additional details):
- ALCOA INC
- BOEING CO
- CARDINAL HEALTH INC
- CISCO SYSTEMS INC
- CLIFFS NATURAL RESOURCES INC.
- CNX GAS CORP
- CONSOL Energy Inc
- EBAY INC
- ELECTRONIC ARTS INC.
- FASTENAL CO
- Google Inc.
- HOLOGIC INC
- INTERCONTINENTALEXCHANGE INC
- INTUITIVE SURGICAL INC
- OPEN TEXT CORP
- PARKER HANNIFIN CORP
- PPG INDUSTRIES INC
- PRECISION CASTPARTS CORP
- QWEST COMMUNICATIONS INTERNATIONAL INC
- SIGMA ALDRICH CORP
- UNITEDHEALTH GROUP INC
- VARIAN MEDICAL SYSTEMS INC
- WALT DISNEY CO/
- WELLPOINT, INC
Congratulations to these 24 filers and to EdgarOnline for helping to move the list of models from 1 to 24. There is still a ways to go to get where we need to be, but this is certainly a big step in the right direction.
Criteria for Receiving 5 Star Rating
Here are my criteria for receiving a 5 Star Rating. First, let me say that the rating is not about perfection, it is about a minimum standard. A lot of people tell me, "Well, it got into the SEC so it is good enough." My quality standards are higher than the SEC. They are where the SEC really needs to go to make the XBRL truly "interactive data" (as the SEC calls it), usable for analysis across companies and to allow for the HTML/ASCII filings to eventually be phased out. Again, even my criteria are not sufficient to attain the goal of usable analysis or phasing out the legacy formats. However, they are absolutely necessary to achieve that goal.
The data set I am working with are 10-K and 10-Q SEC XBRL filings between 2010-01-12 and 2010-02-19 from the XBRL Cloud report. (I use that and not the SEC RSS feed because I cannot get a what I need from the SEC RSS feeds.)
Here are the criteria:
- No XML, XBRL, or EFM Errors: The first criteria is no basic errors. This is indicated by having a "0" in Column 8 which is marked with "E" under "Edgar Filing Manual" on the XBRL Cloud validation report. There really should be no difference between what XBRL Cloud says is an error, what the SEC says is an error, and what any other vendor says is an error. The fact that there are submissions with errors as indicated by XBRL Cloud means that there are disagreements between the SEC, XBRL Cloud, and other vendors as to what is an XML, XBRL or EFM error. (i.e. interoperability issues) Making these interoperability issues go away is key to making SEC XBRL filings usable. EdgarOnline seems to believe that XBRL Cloud is correct. I say that because they pass XBRL Cloud definition of "EFM Errors". (An interesting side note here is that these issues seem to be going WAY down. Analysis of prior quarters showed multiple vendors being inconsistent with XBRL Cloud validation. In this last analysis there was only one vendor who was inconsistent (7 are consistent with XBRL Cloud) and there were only 25 inconsistencies (last quarter there were 255 inconsistencies spread among the 7 vendors).
- Calculations consistent: Automated processing and calculation inconsistencies don't go together. It is my view that if most filers can get rid of 100% of calculation inconsistencies, then ALL filers should be able to do so. I will hold that view until I have evidence to support a different view. All calculation inconsistencies which I have seen are, in my view, a result of sloppy preparation of the XBRL instance. As such, if you have calculation inconsistencies, you get no 5 Star Rating. See the calculation reports for the 24 companies on the list. All the calculations are squeaky clean. (Keep in mind though that I am not testing to be sure that 100% of computations have some test to be sure they are correct. That is where things need to go, but first the existing inconsistencies need to be made to go away so that is the current focus.)
- Pass one basic XBRL Formula test: The filings need to pass one basic XBRL Formula test or business rule. The business rule states that the beginning balance of cash plus total changes in cash equal the ending balance of cash. EVERYONE has cash generally. Cash changes for everyone. Therefore EVERYONE should both have all these concepts and the computation needs to work. For all these filers, those criteria are met. There are many reasons one can come up with to argue that this is not a valid criteria. But, the point here is to drive that discussion which needs to happen to truly resolve a number of real issues relating to using XBRL. Some of these are accounting related such as the unnecessarily inconsistent way filers calculate this change. See this blog post for more information.
- [Table]s created correctly: The US GAAP Taxonomy Architecture calls for [Table]s to be constructed in a specific way. Every [Table] in the US GAAP Taxonomy follows the US GAAP Taxonomy Architecture. SEC filers likewise need to follow the rules for [Table]s. To not do so will cause very serious comparability problems. There are other areas where filers need to follow the US GAAP Taxonomy, but this area is a start. I am not even testing the XBRL Dimensions aspect of [Table]s at this point, that will come. First, the basics. If you don't use [Axis] and [Line Items] properly in a [Table], your information will not be comparable to other information and therefore you don't get a 5 Star Rating.
- Extension concepts make sense: This is a bit more subjective so I am actually cutting people a lot of slack here. But, if you provide an extension concept, it needs to make sence in the grand scheme of things and you need to provide a description of the concept. Poor choices here reduce comparability of the information, which is not good for investors using the information, and therefore if you do this you don't get a 5 Star Rating.
There you have it, those are the criteria. Again, pretty basic. As the number of SEC XBRL filings pass these basic criteria, then one can start looking at the additional things which will need to be addressed to make the SEC XBRL filings useful for comparison and so they can completely replace the HTML/ASCII filings.
If you are creating an SEC XBRL filing, these are good examples to follow. I consider these 24 SEC XBRL filings to be good models for others to follow.
To get a fuller appreciation of the filings, go look at the details on this page. Click on the reports such as the calculation validation reports, the actual "Interactive data" at the SEC web site, and all other information which can help you understand the filing. If you are a software vendor and you want to run your tools over this set of filings, use this XML document.
Want to get added to the list? Should someone be removed?
If you believe that your filing or any filing should be added to this list let me know. Point me to the filing and I will check it out. I personally want the club of 5 Star Ratings to grow, the more the merrier. If you think someone deserves to be removed from this list due to some fatal flaw that I am not checking, let me know about that also. I want to point to good examples for others to follow. No need to have poor XBRL filings listed here.