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Operating Company Inline XBRL Filing of Tagged Data

Sept. 14, 2018

A Small Entity Compliance Guide for Issuers*

September 14, 2018

Introduction

On June 28, 2018, the Commission adopted amendments that will require operating companies, on a phased in basis, to submit financial statement information in the Inline eXtensible Business Reporting Language (XBRL) format.  Currently, operating companies are required to submit all XBRL data entirely within a separate XBRL exhibit.  Inline XBRL involves embedding XBRL data directly into an HTML document so that the disclosure document is both human-readable and machine-readable.

Effective September 17, 2018, the amendments also eliminate the requirement for operating companies to post “Interactive Data Files” (i.e., machine-readable computer code that presents information in XBRL format) on their websites.

While the amendments require XBRL data to be embedded directly into the filing rather than submitted entirely within a separate XBRL exhibit as currently required, they do not change the categories of filers or scope of disclosures subject to XBRL requirements, and the legal framework for operating company financial statement XBRL otherwise stays the same.

The amendments are intended to improve the data’s usefulness, timeliness, and quality, benefiting investors, other market participants, and other data users.  The amendments are also intended to decrease, over time, the cost of preparing the data for submission to the Commission.

The XBRL requirements for operating company financial statement information are located in the Interactive Data File provisions of Item 601(b)(101) of Regulation S-K; Form F-10 under the Securities Act; Forms 20-F, 40-F, and 6-K under the Exchange Act;  Rule 405 of Regulation S-T; and the EDGAR Filer Manual.  

Phase-In

Operating companies will become subject to the Inline XBRL requirement in annual increments based on filer status and basis of accounting as set forth in the table below. 

Filer Status and Basis of Accounting

Compliance Date**

Large accelerated filers under Exchange Act Rule 12b-2 that use U.S. Generally Accepted Accounting Principles (U.S. GAAP)

Beginning with fiscal periods ending on or after June 15, 2019

Accelerated filers under Exchange Act Rule 12b-2 that use U.S. GAAP

Beginning with fiscal periods ending on or after June 15, 2020

All other operating company filers that use U.S. GAAP or International Financial Reporting Standards as issued by the International Accounting Standards Board

Beginning with fiscal periods ending on or after June 15, 2021

**Domestic form filers, however, will not become subject to the requirement until their first Form 10-Q filed for a fiscal period ending on or after the applicable compliance date, as opposed to the first filing for a fiscal period ending on or after that date.  As an example, a Form 10-Q filer in the first phase-in group with a calendar fiscal year end will be required to begin compliance with the requirement with its Form 10-Q for the period ending June 30, 2019.  As a further example, a Form 10-Q filer in the first phase-in group with a June 30 fiscal year end will be required to begin compliance with the requirement with its Form 10-Q for the period ending September 30, 2019. 

Optional Early Compliance

Operating companies will be permitted to file using Inline XBRL under the amendments prior to their compliance date once the EDGAR system has been has been modified to accept submissions in Inline XBRL for all forms under the amendments, which is anticipated to be in March 2019. 

Until the EDGAR system is modified, filers continue to be required to file the Interactive Data File entirely as an exhibit, as they do currently, unless they comply with the conditions of the Commission’s exemptive order issued on June 13, 2016 in Release No. 34-78041.  The exemptive order permits operating companies that comply with certain conditions listed in the order to file Interactive Data Files required in their periodic and current reports using Inline XBRL through March 2020, in lieu of filing all their XBRL data in a separate exhibit.

Other Resources

The adopting release for the amendments can be found on the SEC’s website at https://www.sec.gov/rules/final/2018/33-10514.pdf.

Regulations S-K and S-T and Rule 12b-2 under the Exchange Act can be accessed through the “Corporation Finance” section of the SEC’s website at http://www.sec.gov/divisions/corpfin/ecfrlinks.shtml.

The SEC’s forms described above can be accessed on the SEC’s website at http://www.sec.gov/about/forms/secforms.htm.

The SEC’s EDGAR Filer Manual is available on the SEC’s website at http://www.sec.gov/info/edgar.shtml.

The SEC’s exemptive order referenced above can be found on the SEC’s website at https://www.sec.gov/rules/exorders/2016/34-78041.pdf.

The EDGAR® Renderer/Previewer shows how an XBRL submission will appear on the SEC’s website once submitted via EDGAR, displays any error and warning messages that will be seen when filing in EDGAR and is freely available and accessible for download through the SEC’s website at https://www.sec.gov/page/osd_edgarvalandrender.

Additional materials regarding interactive data generally are available on the SEC’s website at https://www.sec.gov/structureddata.

Contacting the SEC Staff

The SEC’s Division of Corporation Finance and the Division of Economic and Risk Analysis’s Office of Structured Disclosure are available to assist small companies and others with questions regarding the new Inline XBRL requirements for operating companies.  You can contact the Division and Office for this purpose as follows:

Division of Corporation Finance - 202-551-3500 or https://tts.sec.gov/cgi-bin/corp_fin_interpretive

Division of Economic and Risk Analysis, Office of Structured Disclosure - 202-551-5494 or StructuredData@sec.gov

 

* This guide was prepared by the staff of the U.S. Securities and Exchange Commission as a “small entity compliance guide” under Section 212 of the Small Business Regulatory Enforcement Fairness Act of 1996, as amended.  The guide summarizes and explains rules adopted by the SEC, but is not a substitute for any rule itself.  Only the rule itself can provide complete and definitive information regarding its requirements.

Further, this guide applies to “operating companies” rather than “funds.”  For purposes of the guide, “operating companies” are filers subject to the financial statement XBRL requirements described in the introduction to the guide.  The term does not, however, include any investment company that is registered under the Investment Company Act, any business development company as defined in Section 2(a)(48) of that Act or any entity that reports under the Exchange Act and prepares its financial statements using Article 6 of Regulation S-X. For the small entity compliance guide related to Inline XBRL filing requirements for open-end management investment companies (including exchange-traded funds organized as open-end management investment companies), see Open-End Management Investment Company Inline XBRL Filing of Tagged Data at https://www.sec.gov/investment/open-end-management-investment-company-inline-xbrl-filing-tagged-data

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