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U.S. Securities and Exchange Commission

Regulation S-T

Last Update: September 17, 2010

These Compliance and Disclosure Interpretations ("C&DIs") comprise the Division's interpretations of Regulation S-T. The bracketed date following each C&DI is the latest date of publication or revision.

QUESTIONS AND ANSWERS OF GENERAL APPLICABILITY

Sections 101 to 129. Rules 10 to 402 [Reserved]

Section 130. Rule 405

Question 130.01

Question: Under Rule 405(a)(2) of Regulation S-T, a filer may submit its first Interactive Data File (or first Interactive Data File containing or required to contain, whichever first occurs, detail-tagged footnotes or schedules) within a 30-day grace period by amending the form to which the interactive data relates — for example, by filing a Form 10-Q amendment. Assuming the sole purpose of such amendment is to include the Interactive Data File as exhibit 101, what should the filer include in the amendment?

Answer: In the case of an amendment to a periodic report, the filer should include the cover page, an explanatory note, the signature page, an exhibit index, and exhibit 101. [May 29, 2009]

Question 130.02

Question: A filer submits its first Interactive Data File on a voluntary basis — that is, before it is required to do so pursuant to the phase-in schedule — and uses the 30-day grace period applicable to initial submissions under Rule 405(a)(2) of Regulation S-T. When the filer becomes required to submit Interactive Data Files pursuant to the phase-in schedule, may it avail itself of an initial submission 30-day grace period again for its first required Interactive Data File?

Answer: No. Each filer has only one initial submission 30-day grace period irrespective of whether that initial submission is made voluntarily (i.e., in advance of its scheduled phase-in) or as required (i.e., at its scheduled phase-in). Similarly, each filer has only one 30-day grace period for its initial detail-tagged footnote and schedule submission, whether submitted voluntarily or as required. [May 29, 2009]

Question 130.03

Question: If a filer submits its initial interactive data in advance of the phase-in schedule, can it wait to begin submitting its detail-tagged footnotes and schedules until it is required to do so under its scheduled phase-in?

Answer: Yes. Filers can also cease voluntary submissions of Interactive Data Files at any time until they are required to submit them pursuant to the phase-in schedule. [May 29, 2009]

Question 130.04

Question: Rule 405(d)(4)(i) of Regulation S-T states that each amount (i.e., monetary value, percentage and number) within each footnote must be tagged separately. Is an amount expressed as text (e.g., seven percent) required to be tagged under this provision?

Answer: Yes. Each amount, whether expressed numerically or textually, must be tagged separately under Rule 405(d)(4)(i). This guidance also applies to tagging each amount within the financial statement schedules under Rule 405(e)(2)(i) of Regulation S-T. Each tagged amount must be mapped to the applicable monetary, decimal, percent, integer or shares data type element. [May 29, 2009]

Question 130.05

Question: A filer's footnote states, "The assumed discount rate at December 31, 2008 is 7%." Can this fact be tagged as a string of text in satisfaction of Rule 405(d)(4)(i) of Regulation S-T?

Answer: No. Rule 405(d)(4)(i) of Regulation S-T requires that each amount be separately tagged. Each tagged amount must be mapped to the applicable monetary, decimal, percent, integer or shares data type element. Guidance on how to associate a specific date with an amount is provided under Chapter 6 of Volume II of the EDGAR Filer Manual. [May 29, 2009]

Question 130.06

Question: Rule 405(d)(4)(i) of Regulation S-T states that each amount (i.e., monetary value, percentage, and number) within each footnote must be tagged separately. How does this requirement apply when the numbers relate to periods or years, such as used in the following example? "Annual maturities of debt are: Year 1 (or 2010) is $1,000, Year 2 (or 2011) is $2,000, Year 3 (or 2012) is $3,000, Year 4 (or 2013) is $4,000, and Year 5 (or 2014) is $5,000."

Answer: In this example, the only amounts that should be tagged are the dollar amounts. The "year" references (i.e., Year 1, 2010, etc.) merely provide context to the dollar amounts. Examples of other disclosures in which this format may be common are future minimum lease payments and unconditional purchase obligations. The filer should carefully review the elements in the standard taxonomy because in some cases, the taxonomy will include separate elements for each specific period, and in other cases, the filer would use the same element from the taxonomy and distinguish each period by creating contextual information (see Section 6.5 of the EDGAR Filer Manual for guidance on defining contexts). [May 29, 2009]

Question 130.07

Question: Will the filer be permitted to include in interactive data format the auditor's report on the financial statements, or an assurance report on the interactive data voluntarily obtained from a third party, in its Interactive Data File submitted to the Commission?

Answer: No. Under Rule 405(b) of Regulation S-T, only the filer's financial statements, financial statement footnotes, and financial statement schedules are permitted to be included in the Interactive Data File submitted to the Commission. [May 29, 2009]

Question 130.08

Question: Must an Interactive Data File that complies with the requirements of Rule 405 of Regulation S-T appear identical to the traditional format financial statements when displayed by a viewer on the Commission's website?

Answer: No. There is no such requirement. [May 29, 2009]

Question 130.09

Question: A filer is required to post an interactive data file on the filer's web site, if it has one. The filer cannot comply with this requirement by providing a hyperlink on its web site to the Commission's web site. See Securities Act Release No. 9002 (Jan. 30, 2009). May the filer comply with this requirement by providing a hyperlink on its web site directly to the interactive data file, which is itself on a non-Commission third-party web site?

Answer: Yes, if the hyperlink goes directly to the interactive data file, the interactive data file is made available in the required time frame, and access to the interactive data file is free of charge to the user. [Sep. 14, 2009]

Question 130.10

Question: How does a filer determine when it is required to submit interactive data and to "detail tag" the financial statement footnotes and schedules in its interactive data?

Answer: A filer first assesses its filing status at the end of each fiscal year (by looking to its public float as of the end of the most recently completed second quarter) and then follows the phase-in provisions for that status in the filings it makes during the immediately following fiscal year.

For example, as of December 31, 2009, a calendar-year domestic filer is a large accelerated filer with a public float under $5 billion on the last business day of its second quarter ended June 30, 2009. For purposes of its 2010 filings, the filer will follow the submission requirements of Item 601(b)(101)(i)(B) of Regulation S-K and the detail tagging requirements of Rule 405(f)(2) of Regulation S-T. Accordingly, the filer is required to submit interactive data with its Forms 10-Q for the quarters ended June 30 and September 30, 2010 but need not detail tag the financial statement footnotes and schedules until its Form 10-Q for the quarter ended June 30, 2011, assuming that, as of December 31, 2010, it is a large accelerated filer with a public float under $5 billion on the last business day of its second quarter ended June 30, 2010.

If the filer, as of December 31, 2010, is no longer a large accelerated filer, for purposes of its 2011 filings, it will follow the submission requirements of Item 601(b)(101)(i)(C) of Regulation S-K and the detail tagging requirements of Rule 405(f)(3) of Regulation S-T. Accordingly, the filer would not be required to submit interactive data with its Form 10-K for the year ended December 31, 2010 or Form 10-Q for the quarter ended March 31, 2011, but it would be required to submit interactive data with its Forms 10-Q for the quarters ended June 30 and September 30, 2011. The filer would not be required to detail tag the financial statement footnotes and schedules until its Form 10-Q for the quarter ended June 30, 2012.

Conversely, if the filer, as of December 31, 2010, is a large accelerated filer with a public float over $5 billion on the last business day of its second quarter ended June 30, 2010, it will follow the submission requirements of Item 601(b)(101)(i)(A) of Regulation S-K and the detail tagging requirements of Rule 405(f)(1) of Regulation S-T. Accordingly, the filer would be required to submit interactive data with its Form 10-K for the year ended December 31, 2010 and Forms 10-Q for the quarters ended March 31, June 30 and September 30, 2011 and to detail tag the financial statement footnotes and schedules in the interactive data it submits with all of these forms, even though the filer is in its first year of interactive data reporting. A filer that is required to begin detail tagging within its first year of interactive data reporting may apply for a continuing hardship exemption pursuant to Rule 202 of Regulation S-T if it cannot detail tag without undue burden or expense. Such applications will be considered on a case-by-case basis. [Sept. 17, 2010]

Section 131. Rule 406T

Question 131.01

Question: If a filer voluntarily submits an interactive data file before it "first was required to submit" such file for purposes of Rule 406T(d) of Regulation S-T, does that voluntary submission start the rule's 24-month modified liability period?

Answer: No. [Sept. 17, 2010]

Section 132. Rule 501

None

INTERPRETIVE RESPONSES REGARDING PARTICULAR SITUATIONS

Sections 201 to 232. Rules 10 to 501 [Reserved]

 

http://www.sec.gov/divisions/corpfin/guidance/regs-tinterp.htm

Modified: 09/17/2010