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Statement at Open Meeting on Inline XBRL Filing of Tagged Data

Chairman Jay Clayton

June 28, 2018

Next on the agenda is a recommendation that the Commission require the use of Inline XBRL for financial statement information and risk/return summary information that is currently submitted in XBRL format, and that the Commission adopt related amendments to XBRL requirements.

The recommendation is part of the Commission’s continued work to modernize reporting and to improve the accessibility and usefulness of disclosures to Main Street investors.  The recommendation also reflects the Commission’s efforts to use developments in structured disclosure technology to lower costs borne by filers and investors. 

Inline XBRL allows filers to report disclosures in a format that is both human- and machine-readable.  XBRL data is embedded directly into the human-readable HTML filing, which eliminates the need for filers to submit two filings that represent the same data, and reduces problems associated with rekeying and duplication.  In turn, Inline XBRL reduces preparation burdens, facilitates review of XBRL data to identify potential errors, gives filers control over data presentation, and, by providing contextual information related to the XBRL data, improves its usability for Main Street investors. 

Inline XBRL may, over time, reduce the time and effort associated with preparing XBRL filings.  That being said, we know that technology evolves.  Thus, we will continue to monitor industry practices and market developments in disclosure technologies.  Should future developments suggest that a more efficient or less costly reporting standard would provide at least substantially similar benefits as Inline XBRL, we will evaluate whether changes to our reporting format are appropriate, including, for example, designating another reporting standard as an alternative to Inline XBRL for some or all aspects of the rule.

Furthermore, we are particularly mindful of balancing the interests of data users and the concerns of smaller filers.  To mitigate the potential impact of initial transition costs, the amendments contemplate phased adoption of Inline XBRL.  Small filers will have three years to switch to Inline XBRL, giving them additional time to transition and the opportunity to benefit from the experience of larger filers.

The recommendation is the result of a collaborative effort involving the Division of Corporation Finance, the Division of Investment Management, and the Division of Economic and Risk Analysis.  Before I ask Chyhe Becker, Acting Chief Economist and Acting Director of the Division of Economic and Risk Analysis, to discuss the staff recommendation, I would like to thank the following individuals: 

From the Division of Corporation Finance:  Bill Hinman, David Fredrickson, and Mark Green;

From the Division of Investment Management:  Dalia Blass, Paul Cellupica, Sarah ten Siethoff, Michael Pawluk, John Foley, and former Associate Director of Rulemaking Diane Blizzard;

From the Division of Economic and Risk Analysis:  Scott Bauguess, Vanessa Countryman, Hari Phatak, Mike Willis, Anzhela Knyazeva, Hermine Wong, Walter Hamscher, Mariesa Ho, Julie Marlowe, Matthew Slavin, and former Chief Economist Jeffrey Harris.

From the Office of the General Counsel:  Lori Price, Bryant Morris, Marie-Louise Huth, Dorothy McCuaig, and Mykaila DeLesDernier.

In addition, I would like to thank Thomas Collens, Michal Dusza, Marc Panucci, and Kevin Stout from the Office of the Chief Accountant and Mark Ambrose and Chris Windsor from the EDGAR Business Office.

Now, I will turn it over to Chyhe Becker.

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