Latest Draft of EDGAR Manual and XBRL Validation Rules Released

The SEC has released an updated draft version of the EDGAR Manual (now officially referred to as Version 11) that contains detailed validation rules for mandated XBRL filings.  The link to the PDF is here (be ready...it's 18 MB) and although still a draft, the SEC is expected to vote on this and, if approved, is scheduled to take effect on Monday, March 16, 2009 (which should not be confused with the start of the mandated filing program, which is April 13, 2009).

My initial reaction from doing a review of the tracked changes is that much has stayed the same from the original draft released back in December while a number of the specific rules have had their examples modified or firmed up.  Although a small change in the midst of the 125+ rules contained within, it is good to see that the list of special characters not allowed in XBRL labels has been modified to now allow the following:

":", ";", "&",  and "%"

Although purely cosmetic in nature, this change will allow XBRL labels such as "In-process research & development" and "Gain on repurchase of 1% Convertible Subordinated Notes" to match their HTML brethren...which is a good thing.

Unfortunately a number of the specific rules I was hoping would have their examples made stronger/more direct to the tagging process did not.  Specifically, search Secton 6 and you will not find reference to "Audited" or "Unaudited" data although item 6.6.11 says:

"An instance containing multiple reports about the same entity for the same periods under different reporting assumptions must distinguish the facts in different reports using xbrli:context elements whose xbrldi:explicitMember elements have a dimension attribute of us-gaap:StatementScenarioAxis"

...and then refers to "actual" data in the example when instead it could/should provide an example of how to tag "Audited" and "Unaudited".  Call me crazy that it'd be a good idea somewhere within the XBRL rules to address this since most companies at some point identify portions of their data as such.

And then there's still a few inconsistencies such as:

5.2.4.1 The XBRL portion of a submission is comprised of two major components:

                1. One or more instance documents

6.1  One or more instance documents (instances) that contain actual data and facts

6.3.8.  A submission must contain exactly one EX-100.INS [voluntary program instance document] or EX-101.INS [mandated program instance document]

Regardless, it's still very good to have this out in a more final draft so we can all finalize preparations for XBRL filings on and after April 13, 2009 (the start of the mandate).  Now, if we can only get the SEC via XBRL US to approve and release the US GAAP 2009 taxonomies, all the core pieces of the mandated filing puzzle will be in place.  Putting the pieces together...well, that's for a different blog post...=).

-Rob