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Sample Letter to Companies Regarding Their XBRL Disclosures[1]

Sept. 7, 2023

Since 2009, the Commission’s rules have required companies to provide the information from the financial statements in their registration statements and periodic and current reports in machine-readable format using eXtensible Business Reporting Language (XBRL).[2]  In 2018, the Commission began requiring the use of Inline XBRL for financial statement information.[3]  Subsequently, the Commission has required additional disclosures to be made using XBRL and Inline XBRL.[4]  The Commission has noted that investors and market participants have gained experience with XBRL and Inline XBRL and that there is increased evidence that data in these formats is useful to investors.[5]

In December 2022, the Financial Data Transparency Act (FDTA) became law.[6]  The FDTA requires, among other things, that the Commission establish a program to improve the quality of the corporate financial data filed or furnished by issuers under the Securities Act of 1933 Act (the Securities Act) and the Securities Exchange Act of 1934 (the Exchange Act).[7]

At times, the Division of Corporation Finance (the Division) has provided comments to companies regarding their disclosure obligations as they relate to XBRL and Inline XBRL through the Division’s selective reviews of filings made under the Securities Act and the Exchange Act.   

The following illustrative letter contains sample comments that, depending on the particular facts and circumstances, and type of filing under review, the Division may issue to certain companies.[8]  These sample comments do not constitute an exhaustive list of the issues that companies should consider as they prepare their XBRL and Inline XBRL disclosures.  The Division urges companies to consider these sample comments and additional guidance in this area as they prepare their disclosure documents.  Additional guidance relating to the structured data filing requirements is available on the SEC website at SEC.gov | Office of Structured Disclosure.

September 2023

Name
ABC Corporation
Address

Dear Issuer:

We have reviewed your filing and have the following comments. Please revise or update your disclosure in response to our comments.

Item 405 of Regulation S-T

  1. Your filing does not include the required Inline XBRL presentation in accordance with Item 405 of Regulation S-T.  Please file an amendment to the filing to include the required Inline XBRL presentation. 

Cover Page

  1. The common shares outstanding reported on the cover page and on your balance sheet are tagged with materially different values.  It appears that you present the same data using different scales (presenting the whole amount in one instance and the same amount in thousands in the second).  Please confirm that you will present the information consistently in future filings.

Pay versus Performance

  1. Disclosure under Regulation S-K Item 402(v) must be in Inline XBRL, in accordance with Item 405 of Regulation S-T and the EDGAR Filer Manual.  Please ensure that you have provided the appropriate Inline XBRL tagging for all the required Item 402(v) data points.
  1. Refer to the [relationship disclosures] graph.  Although it is permissible to combine one or more sets of relationship disclosures under Regulation S-K Item 402(v)(5) into one graph, table, or other format, note that you must still provide separate XBRL tags for each required item.  Please ensure that you have provided the appropriate Inline XBRL tagging for all the required Item 402(v) data points.

Financial Statements and Supplementary Data

  1. You have used different XBRL elements to tag the same reported line item on the income statement from period to period.  Please provide us your analysis as to how you concluded that the results reported necessitated the change in the element.  Alternatively, if you conclude that the change from period to period was not necessary to communicate a change in the nature of the line item, confirm that you will ensure that your choice remains consistent for line items from period to period.
  1. We note that instead of using an XBRL element consistent with current U.S. GAAP in your income statement, you instead used a custom tag.  Custom tags are to be used by filers when an appropriate tag does not exist in the standard taxonomy.  See Item 405(c)(1)(iii)(B) of Regulation S-T.  Please tell us why the current U.S. GAAP tag is not applicable, or alternatively revise your disclosure, beginning with your next filing, to correctly tag this disclosure.

Acceptance of your filing by EDGAR does not mean that your filing is complete or in compliance with the Commission's requirements. We ask that you, in preparing your required XBRL data, take the necessary steps to ensure that you are including all required information. Please refer the EDGAR Filer Manual. You may find other guidance relating to your structured data filing requirements on the SEC web site at http://xbrl.sec.gov/.

Sincerely,

Division of Corporation Finance

 

[1] The statements in this guidance represent the views of the staff of the Division of Corporation Finance. This guidance is not a rule, regulation, or statement of the Securities and Exchange Commission (“Commission”). The Commission has neither approved nor disapproved its content. This guidance, like all staff guidance, has no legal force or effect: it does not alter or amend applicable law, and it creates no new or additional obligations for any person.

[2] 17 CFR 232.405.  See also, Interactive Data to Improve Financial Reporting, Release No. 33-9002 (adopting release) [74 FR 6776 (Feb. 10, 2009)] as corrected by Interactive Data to Improve Financial Reporting, Release No. 33-9002A [74 FR 15666 (Apr. 7, 2009)].

[3] See Inline XBRL Filing of Tagged Data, Release No. 33-10514 (adopting release) [83 FR 40846 (Aug. 16, 2018)].  Inline XBRL requires companies to prepare a single document that is both human-readable and machine-readable, rather than prior requirements where a company generated an HTML document of their financial statement information and then tagged a copy of the data to create a separate XBRL exhibit.

[4] See, e.g., FAST Act Modernization and Simplification of Regulation S-K, Release No. 33-10618 (adopting release) [84 FR 12674 (Apr. 2, 2019)] as corrected by FAST Act Modernization and Simplification of Regulation S-K; Correction, Release No. 33-10618A [84 FR 13796 (Apr. 8, 2019)]; Filing Fee Disclosure and Payment Methods Modernization, Release No. 33-10997 (adopting release) [86 FR 70166 (Dec. 9, 2021)]; Holding Foreign Companies Accountable Act Disclosure, Release No. 34-93701 (adopting release) [86 FR 70027 (Dec. 9, 2021)].  More recently, the Commission has adopted additional disclosures requirements subject to XBRL and Inline XBRL.  See, e.g., Share Repurchase Disclosure Modernization, Release 34-97424 (adopting release) [88 FR 36002 (Jun. 1, 2023)]; Insider Trading Arrangements and Related Disclosures, Release No. 33-11138 (adopting release) [87 FR 80362 (Dec. 29, 2022)].

[5] See, e.g., Pay Versus Performance, Release 34-95607 (adopting release) [87 FR 55134 (Sept. 8, 2022)].

[6] The Financial Data Transparency Act was adopted as Title LVIII of the James M. Inhofe National Defense Authorization Act for Fiscal Year 2023. Pub. L. 117-263, 136 Stat. 2395 (Dec. 23, 2022).

[7] See Sec. 5825(a)(1) of the FDTA.

[8] Our evaluation and comments do not address Securities Act registration statements or Exchange Act reports of asset-backed security (ABS) issuers, who operate under separate data tagging requirements.

Modified: Sept. 7, 2023
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