Trend Analysis of Custom Tag Rates in XBRL Exhibits Submitted from 2017 to 2019

The staff in the Commission’s Division of Economic and Risk Analysis (DERA) recently analyzed eXtensible Business Reporting Language (XBRL) exhibits[1] submitted by issuers complying with the 2009 Interactive Data rules to file financial statement information in an XBRL format.[2] Our analysis covered XBRL exhibits submitted in Forms 10-K and 10-K/A from January 2017 to December 2019.[3] The purpose of the analysis was to analyze trends in filers’ use of custom tags[4] in their XBRL submissions during the last three years.

The Commission’s rules allow filers to create custom tags when the standard taxonomy does not provide a tag for the necessary financial element. While this customization accommodates unique circumstances in a filer’s particular disclosure, the Commission has acknowledged that the use of unnecessary customized tags could potentially reduce the comparability of inter-company data.[5] Thus, the Commission’s rules specify the limited circumstances under which a filer may create custom tags.[6]

I. TREND ANALYSIS

Graph A: Average Custom Tag Rates by Calendar Year – Forms 10-K and 10-K/A

Custom tag rates for all filers combined have remained flat at 18% in 2017 and 2018, but decreased to 17% in 2019. Large accelerated filers’ custom tag rates decreased from 18% in 2017 and 2018 to 16% in 2019. Accelerated filers’ custom tag rates remained at 18% from 2017 to 2019. Non-accelerated filers’ tag rates declined from 21% in 2017 to 18% in 2018 and 17% in 2019. Smaller reporting companies‘ custom tag rates remained at 16% in 2017 and 2018, but increased to 17% in 2019.

* DERA staff identified “large accelerated filers,” “accelerated filers,” “non-accelerated filers,” and “smaller reporting companies” based on the filers’ self-identifications in XBRL data of their Forms 10-K and 10-K/A. The Commission adopted amendments to the definition of “smaller reporting company” on June 10, 2018 with the rule effective date of September 10, 2018.[7] In conjunction with these amendments, the Commission also modified several forms (including Form 10-K) to remove the parenthetical next to the “non-accelerated filer” definition that states “(Do not check if a smaller reporting company)” and directed filers to “check all applicable boxes on the cover page addressing, among other things, non-accelerated, accelerated, and large accelerated filer status, SRC status, and emerging growth company status.”[8]

For the purposes of this analysis, filers that self-identified as smaller reporting companies and also reported a separate filer status (i.e., large accelerated filer, accelerated filer, or non-accelerated filer status) were included in the respective categories of large accelerated filers, accelerated filers, or non-accelerated filers in the 2019 analysis along with other filers that only reported one filer status (i.e., large accelerated filer, accelerated filer or non-accelerated filer).

In light of the aforementioned cover page modification and the consequent increase in filers self-identifying as smaller reporting companies while also reporting a separate filer status, such companies were included in the smaller reporting company category for 2019 in order to maintain the trend analysis on smaller reporting companies.

The smaller reporting company category for 2019 also includes twenty filers that self-identified as smaller reporting companies and did not report a separate filer status in 2019.

Verifying the accuracy of the filers’ self-identification is beyond the scope of this analysis.

The trend analysis for Forms 10-K and 10-K/A shows that the average custom tag rates for the filers remained flat from 2017 to 2018, but decreased in 2019. With respect to filer subsets, custom tag rates for large accelerated filers and non-accelerated filers declined over the three-year assessment period, while custom tag rates for accelerated filers remained flat. Custom tag rates for smaller reporting companies remained flat from 2017 to 2018, but increased in 2019.

II. CONCLUSION

DERA staff intends to continue reviewing filers’ use of XBRL custom tags in their submissions to the Commission. Depending on the results of those efforts, DERA staff may share additional trends, issue guidance, or pursue other actions.

For the staff observations DERA staff published on custom tag rates in 2014, see http://www.sec.gov/dera/reportspubs/assessment-custom-tag-rates-xbrl.html. For the staff’s previous trend analyses on custom tags, see the Trends section on this page, https://www.sec.gov/structureddata/osdstaffobsandguide. DERA staff welcomes your questions and comments. Please feel free to call us at (202) 551-5494 or email us at StructuredData@sec.gov.

[1]Exhibits submitted in the Inline XBRL format were included in the analysis. In 2019, 1,330 of 2,716 surveyed filers submitted Forms 10-K and 10-K/A in the Inline XBRL format.

[2]Release No. 33-9002 (Jan. 30, 2009), 74 FR 6776 (Feb. 10, 2009).

[3]Our analysis includes custom tags of line item tags and excludes tags that are abstract, text-related, member, domain, and document and entity. For definitions of abstract, member, and domain, see XBRL glossary at https://www.sec.gov/page/osd_xbrlglossary. Document and entity tags are largely related to identification and classification of filers and include, among other things, form type, company name, filer size, and public float.

[4]17 CFR 232.405(c)(1)(iii).

[5]See n. 1. at 104-05.

[6]See 17 CFR 232.405(c)(1)(iii)(B) (“An electronic filer must create and use a new special element if and only if an appropriate tag does not exist in the standard list of tags for reasons other than or in addition to an inappropriate standard label.”).

[7]Release No. 33-10513 (Jun. 28, 2018), 83 FR 31992 (Jul. 10, 2018).

[8]See id. at n. 131.

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