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Scaling and Tagging Errors for Entity Common Stock Shares Outstanding and Common Stock Shares Outstanding

Oct. 6, 2022

On certain annual reports, filers reporting under U.S. Generally Accepted Accounting Principles (GAAP) are required to disclose the number of common shares outstanding on the cover page and on the balance sheet, and tag these amounts in XBRL using tags dei:EntityCommonStockSharesOutstanding and us-gaap:CommonStockSharesOutstanding, respectively. Staff in the Commission’s Division of Economic and Risk Analysis has observed in some Forms 10-K and 20-F[1] that filers are reporting incorrect fact values[2] for these tags, or incorrectly tagging those values. Absent subsequent events after the balance sheet date that affect the number of shares of common stock outstanding, the fact values for dei:EntityCommonStockSharesOutstanding and us-gaap:CommonStockSharesOutstanding should not differ significantly.

Staff observations include scaling errors both on the cover page and balance sheet (e.g., tagging 555,555,000 shares as 555,555 shares). Further, staff noted that some filers incorrectly used us-gaap:CommonStockSharesIssued instead of us-gaap:CommonStockSharesOutstanding to tag outstanding shares on the balance sheet, and some filers did not tag the number of outstanding shares disclosed on the cover page.

For more information on these two tags, please refer to the documentation for dei:EntityCommonStockSharesOutstanding and us-gaap:CommonStockSharesOutstanding. For more data quality reminders, see Staff Observations and Guidance.

[1] A limited number of Form 20-F filers report under U.S. GAAP.

[2] A fact is represented by reporting a value against a concept (e.g., profit, assets), and associating it with a number of dimension values (e.g., units, entity, period, other dimensions) that together uniquely define a data point. See

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