Staff Interpretations and FAQs Related to Interactive Data Disclosure

From time to time, the staff of the Office of Interactive Disclosure will publish interpretations and FAQs to help filers understand how to comply with the Commission's interactive data disclosure rules.

The answers to these frequently asked questions represent the views of the staff of the Office of Interactive Disclosure. They are not rules, regulations or statements of the Securities and Exchange Commission. Further, the Commission has neither approved nor disapproved them

For further information please also review the Division of Corporation Finance's Compliance and Disclosure Interpretations for Release 33-9002.

Validation — General

Question 1

Q: Are submissions under the Voluntary Filing Program (VFP) validated the same way as those under the mandatory program adopted in Release 33-9002?

A: No. Interactive Data submissions are EX-101 attachments validated according to EDGAR Filer Manual Chapter 6. VFP Data submissions are EX-100 attachments validated as in EDGAR Filer Manual Chapter 5.

Question 2

Q: How does the EDGAR validator validate HTML embedded into Block Text?

A: In all SEC submissions and attachments (other than Ex. 100 and Ex. 101), EDGAR rejects HTML that does not conform to a restriction of HTML 3.2 DTD, in particular rejecting anything that could pose a security threat to a recipient. On that general principle, the EDGAR Validator will analyze Interactive Data content that, when un-escaped, may be interpreted as HTML, and will reject it if it contains content that the existing DTD would reject. EDGAR Filer Manual v11 Rules 6.5.15 and 6.5.16 address this currently. Note that Block Text content must also be well formed XML. This is a stronger requirement than validating against the EDGAR HTML 3.2 DTD.

Question 3

Q: Characters that are "special" are forbidden by EDGAR Filer Manual v11 6.10.6 but they appear in the Original HTML/ASCII, so how do I get them into labels?

A: Rule 6.10.6 forbids the appearance of these as unescaped characters.

Rendering — General

Question 4

Q: Are submissions under the Voluntary Filing Program supposed to render in the same way as Interactive Data submissions?

A: No. The older Voluntary Filing Program Data Viewers are separate from the Interactive Data Viewer. The Interactive Data Viewer has new features incorporating the architecture of the updated XBRL US GAAP Taxonomies 1.0 as released in 2008.

Question 5

Q: If a filer uses the Interactive Data Previewer, is there any guarantee that end users will see the same rendering?

A: If Voluntary Filing Program Data is previewed using the Interactive Data Previewer, there is no guarantee. If Interactive Data pursuant to the rules in Release No. 33-9002 is previewed using the Interactive Data Previewer, then the rendering will be the same.

Question 6

Q: How do I ensure that a statement renders with periods as rows rather than as columns, with a specific axis as columns, ignoring some axis, or other arrangements?

A: For the Interactive Data Previewer, there are some rules in EDGAR Filer Manual v11 oriented toward rendering. For example, EDGAR Filer Manual v11 rule 6.7.12 explains how to order the pages to be rendered from a submission by manipulating the link:description element of link:roleType declarations, rule 6.13.4 describes how parentheticals should be arranged in the presentation linkbase, etc.

Filers should be aware that the general philosophy used in the rendering engine is to infer layout from the contents of the instance first, then use the presentation linkbase to adjust it, then use key words in the role definition to further adjust it. Here are some of the basic rendering strategies:

1. Facts are arranged into columns with descending periods from left to right without regard to anything in the taxonomy.

2. Facts are shown in the same column if their end date and instant are the same, again without regard to anything in the taxonomy.

3. Facts are then shifted one column to the left if there is a "period start" preferred label, but only if the role definition contains the phrase "cash" followed by "flow".

4. Rows are grouped together into alphanumerically ordered groups, according to the contents of the segment elements (and scenario elements, although scenario elements are rejected by EDGAR).

5. If the role definition contains the word "shareholder" "equity", "partner" or "capital" then the periods become rows and the Equity Class axis are the columns.

Question 7

Q: Will Inline XBRL submissions be accepted in the future?

A: The conditions under which Inline XBRL may be accepted, and how the processing may be integrated into the EDGAR validation and the Interactive Data Viewer processes have not yet been determined.

Question 8

Q: What does the Interactive Data Previewer do with filings that do not pass validation?

A: The previewer renders them as best it can, but may fail in a way that does not identify the root cause. The previewer does not test the validity of the filing; you must do this separately either by submitting it as an EDGAR test filing or using a commercial validation software product that tests filings against the Commission's rules.

Question 9

Q: How do I arrange for facts with different types to appear on the same row?

A: None of the Commission viewers can currently render facts of different types on the same row.

Question 10

Q: How do I force a row that is entirely nil-valued facts to render?

A: The current version of the Interactive Data viewer will not render a row of entirely nil-valued facts.

Question 11

Q: I got some of the label linkbases for my submission from a site that used xml:lang="en" instead of xml:lang="en-US", will they render correctly?

A: It does not matter whether they render correctly or not, the submission should be rejected by the Validator if facts use a mix of "en" and "en-US" labels.

Question 12

Q: Why is some of my escaped HTML rendering as raw HTML?

A: Make sure that the embedded HTML appears in elements whose type is us-types:textBlockItemType. It is not enough for the element name to end with "TextBlock". Different versions of the XBRL US GAAP Taxonomy may have more or less consistent naming conventions, but it will always be the element type that is important, not the element name.

Question 13

Q: Even though XBRL 2.1 allows XHTML to appear inside the xbrl:footnote element, the XHTML renders in the SEC viewer unreadably, so how do I put a formatted table into an XBRL footnote?

A: This is a limitation of the current version of the Interactive Data viewer. For the time being use plain text in XBRL footnotes.

Question 14

Q: Why do some Interactive Data filings render with definitions and references for each line item and others do not?

A: The current version of the viewer does not render definitions and references for submissions that are fully compliant with EDGAR Filer Manual rules that forbid the inclusion of standard label and reference linkbases. Follow the EDGAR Filer Manual rules.

Standard Taxonomies

Question 15

Q: Which files from a standard taxonomy can an Interactive Data submission refer to?

A: The schema files of a taxonomy that define elements, types or roles are listed on the SEC website (http://www.sec.gov/edgar/info/edgartaxonomies.shtml) as soon as the taxonomy is available for use in EDGAR.

Linkbase files of a taxonomy cannot generally be used except in specific circumstances, in which case the linkbase will appear in the list. Specific circumstances may include:

1. The linkbase defines a form, such as the Form N-1A, that mandates a particular presentation order, and the element labels need not be modified by the filer;

2. The linkbase contains definition relationships that cannot be overridden because they define a table of data structured in a way mandated by a Commission Rule.

Entry point schemas (schemas with no elements or types but only linkbase references) will generally not be allowed, except where they support exceptions (a) and (b) above.

Question 16

Q: What does it mean to "use the US GAAP Taxonomy" if the filing cannot refer to US GAAP Taxonomy linkbases?

A: As EDGAR Filer Manual v11 rule 6.3.6 says:

There are dozens of XBRL US GAAP Taxonomies files to be used as templates to copy from during the preparation process, but their inclusion in an EDGAR filing tends to load unused linkbases and therefore introduces unwarranted complications such as unused extended links and a need for many prohibiting relationships. Reducing the amount of content in the DTS of the instance to its essentials frees users to more easily link the submitted documents to the linkbases of their particular interest for analysis.

Question 17

Q: What does it mean to "use the C&I Industry Taxonomy" if the filing cannot refer to C&I Taxonomy linkbases?

A: As EDGAR Filer Manual v11 rule 6.6.29 says:

The calculation, definition, and presentation linkbases published along with standard taxonomies schemas are extremely useful ways to communicate how elements are related to each other, but these linkbases are to be used as templates by preparers to build their own linkbases to communicate their own intended relationships. Also, any element in a standard taxonomy schema may be used in an instance that has the schema in its DTS independently of which "industry" linkbases it might have appeared in. Therefore it is the elements standing by themselves with their definitions, references and attributes that are definitive.

Question 18

Q: Do all the rules in EDGAR Filer Manual chapter 6 apply to the standard taxonomies?

A: No. The rules in EDGAR Filer Manual chapter 6 apply to company extensions and instances. Although the standard taxonomies are consistent with many of the EDGAR Filer Manual rules, here are some exceptions:

• File names, namespaces, schemaLocation and xlink:href attributes of a standard taxonomy are not restricted by any of the EDGAR Filer Manual rules.

• Element declarations: A standard taxonomy might include elements that do not follow the LC3 convention.

• Role declarations: A linkbase xlink:role might be defined as being used on only one type of linkbase instead of all three.

• Linkbases: Since these linkbases will not be in the submission's DTS anyway, there may be any number of EDGAR Filer Manual violations.

Question 19

Q: Does 6.9.3 forbid the use of 'prohibited' arcs because such an arc would then cause some arc to be 'ineffectual'?

A: The rule applies only to arcs in the company extension taxonomy. If the company extension taxonomy has a 'prohibiting' arc that prohibits an arc in a standard taxonomy, then it's the standard taxonomy that has the 'ineffectual' arc, not the company extension.

Company Extensions and Instances

Question 20

Q: What does it mean for an element label to be "the same" as the original HTML/ASCII document?

A: EDGAR Filer Manual v11 rule 6.11.1 states this more precisely. Roughly speaking, all the contents of the Original HTML/ASCII Document must appear somewhere in the EX-101 attachments, and all contents of the EX-101 attachments must appear somewhere in the Original. The rules adopted in Release 33-9002 do not require identical appearance, and neither does the EDGAR Filer Manual. Achieving adequate correspondence is the source of many of the "semantic" rules in EDGAR Filer Manual v11 Chapter 6.

This is why standard label linkbases are usually not in the list of taxonomies on the SEC website. Consider: all element labels must match the exact wording in the Original HTML/ASCII file. If a standard label link base were included in the DTS of an instance, then any label that would be different would require both a prohibiting relationship as well as the new label. In the case of the XBRL US GAAP Taxonomies 1.0 us-gaap standard label linkbase, the file is 9MB, containing some 12,000 element labels, yet a very small percentage of those ever likely to be an exact match to the line item of a filer's financial statement. The EDGAR Validator lets the filer assign a label to each element that is used in the instance, and requires no other labels. A filer should expect their company label linkbase to change in some way with every new filing, just as the instance will change.

Question 21

Q: What does it mean for the presentation to "match" the original HTML/ASCII document?

A: EDGAR Filer Manual v11 rule 6.13.1 states this requirement more precisely. The presentation relationships within a given role (for a statement, say) must be the same as the original ordering. Also, the indentation of real financial statements is much "flatter" than the deep nesting of a typical standard taxonomy, and the presentation linkbase should reflect that. Also, EDGAR Filer Manual v11 rule 6.13.4 forces parentheticals out of the main statement roles, and into separate roles specifically for parentheticals.

This is why standard presentation linkbases are usually not in the list of taxonomies on the SEC website. Consider: the element order must match the order of the Original HTML/ASCII file. If a standard presentation linkbase (for a statement or a disclosure) were included in the DTS of an instance, then any change of order (due to a difference in materiality, for example) would require both a prohibiting relationship as well as the new label. In the case of the XBRL US GAAP Taxonomies 1.0 standard presentation linkbases, only a small percentage of those presentation relationships even in the smaller statements and disclosures are likely to be a match to the ordering of a filer's financial statements. The EDGAR Validator lets the filer construct the presentation order appropriate for the instance, and requires no other presentation relationships. A filer should expect their company presentation linkbase to change in some way with every new filing, though perhaps not as much as the instance and labels change.

Question 22

Q: Am I required to use existing linkbase roles or make up my own? Can they change with every submission?

A: EDGAR Filer Manual v11 rule 6.7.12 explains that filers should develop an ordering and naming scheme that is appropriate to the organization of their Original HTML/ASCII Document while supporting a sensible (though obviously not identical) rendering. That implies filer-specific roles. Changing the roles frequently is akin to frequently changing the elements used in the instance: there is no rule against it, but given such freedom to define the roles at the outset, a reasonable amount of forethought should lead to a stable arrangement.

Question 23

Q: Is the company namespace really limited to http://{authority}/CCYYMMDD, and if so, why is the date convention different than CCYY-MM-DD conventionally used in all other XBRL applications?

A: This may be addressed in a future EDGAR release.

Question 24

Q: Rule 6.5.21 implies that the Required Context has to have a start date even if it is an instant, but that isn't valid XBRL.

A: The rule is defining what the "Required Context" of an instance is: it is a duration context, with certain start and end dates, and is only required for the period covered by the report.

Question 25

Q: The submission I am tagging requires the public float, so what context should I use?

A: When the public float is reported, it is in a context that is just like the Required Context except that it is an instant, with its dateTime being the dateTime that the public float was measured.

Question 26

Q: Rule 6.5.21 does not explain the relationship between AmendmentFlag and AmendmentDescription.

A: AmendmentDescription is nonempty if and only if the AmendmentFlag is true.

Question 27

Q: Duplicate contexts are forbidden but duplicate units are allowed, why not both or neither?

A: The time and space used by consuming processors due to redundant contexts could be significant, but that used by redundant units is minor.

Question 28

Q: Can the content of a text block be in a language other than English?

A: No.

Question 29

Q: Since the target of the dimension-default and dimension-domain relationships must be a domain or member, why not also the domain-member relationship?

A: That restriction would not work because the domain-member relationship also represents the hierarchy of primary items.

Question 30

Q: Does 6.16.2 allow for multiple dimension-default effective arcs as long as they all have the same source and target?

A: Note that XBRL Dimensions 1.0 specification would require a validation error to be signaled if the targets were different, no matter in which link role they appeared. Furthermore, if the duplicated arcs had the same link role and priority one of them would be ineffectual and thus forbidden by rule 6.9.3.

Question 31

Q: Why do the rules in the definition linkbase syntax section (6.17) limit flexibility in using tables, while allowing tables that would not be allowed in the US GAAP Taxonomies 1.0 itself?

A: Filers have the freedom to avoid using any of the standard definition linkbases, so there will be submissions that therefore have no tables, axes or domains at all. Where filers have the specific situations described in the XBRL US GAAP Taxonomies Preparer Guide, specific axes are used with some pre-defined domain members. In these cases the rules remove unnecessary ambiguities, and ensure that (for example) every axis has a global default value and (for example) every table is closed. Some of these restrictions imply other restrictions — if every axis must have a default, then typed dimensions cannot be used. Once these restrictions are in place, it then becomes possible to relax other restrictions, such as the prohibition on nested tables. Nested tables make it easier to understand when a certain axis applies to only certain facts in a statement. The EDGAR Filer Manual rules are still being refined. The EDGAR Filer Manual rules are believed to be adequate for level (i) tagging because it only requires detail (and therefore possibly axes such as class of stock or restatement) on the face of the financial statements. Feedback on EDGAR Filer Manual v11 from filers experimenting with level (iv) tagging is encouraged.

Question 32

Q: How do I make a text block appear by itself in a presentation link role as 6.12.3 seems to require? Do I have to provide a heading?

A: The way to satisfy these rules is to use an abstract to be the parent of the text block, in each of the separate roles. For example,

06100 — Disclosure — Business Segments (Level i)
 Segment Disclosure [Abstract]
 + Segment Disclosure [Text Block]

06101 — Disclosure — Oil Reserves (Level i)
 Oil Reserves Disclosure [Abstract]
 + Oil Reserves Disclosure [Text Block]

And so on.

Question 33

Q: EDGAR Filer Manual 6.7.10 seems redundant with XBRL 2.1's prohibition on duplicate role declarations.

A: XBRL 2.1 forbids duplicate role declarations in a schema file; 6.7.10 applies to the entire DTS.

Question 34

Q: EDGAR Filer Manual 6.8.1 seems to contradict Section 405(c)(1) of Regulation S-T (17 CFR §232.405(c)(1)), which requires each data element and label contained in the Interactive Data File to reflect the same information in the corresponding data in the Related Official Filing.

A: Section 405(c)(1) of Regulation S-T (17 CFR §232.405(c)(1)) takes precedence.

Question 35

Q: Does EDGAR Filer Manual 6.14.2 mean that weights must be string equal to 1 or -1, or numerically equal to the values 1 or -1?

A: Numeric value.

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