The staff in the Commission’s Division of Economic and Risk Analysis (DERA) recently analyzed custom tags used in eXtensible Business Reporting Language (XBRL) exhibits[1] submitted by issuers to comply with the 2009 Interactive Data rules requiring financial statement information to be reported in XBRL.[2] Our analysis covered XBRL exhibits submitted in Forms 10-K and 10-K/A for fiscal years 2018 through 2020.[3] The analysis looked at 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 an appropriate element to tag the data. While this customization accommodates unique circumstances in a filer’s particular disclosure, the Commission has acknowledged that the use of custom 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

Custom tag rates for large accelerated filers decreased from 18% in 2018 to 16% in 2019, and then increased to 20% in 2020. Custom tag rates for accelerated filers remained flat at 18% from 2018 to 2019, and then increased to 20% in 2020. Custom tag rates for non-accelerated filers decreased from 18% in 2018 to 17% in 2019, and then increased to 21% in 2020. Custom tag rates for smaller reporting companies increased from 16% in 2018 to 17% in 2019, and then continued to increase to 19% in 2020. Overall, custom tag rates for all filers decreased from 18% in 2018 to 17% in 2019, and then increased to 20% in 2020.

The analysis for Forms 10-K and 10-K/A shows an increase in the average custom tag rates for filers across each status in 2020 compared to 2019, indicating a reversal of the decrease from 2018 to 2019 with the exception of smaller reporting companies. Smaller reporting companies have seen steady increases in the average custom tag rate since 2018.

* DERA staff classified “large accelerated filers,” “accelerated filers,” “non-accelerated filers,” and “smaller reporting companies” based on the filers’ self-identification 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 a rule effective date of September 10, 2018. As part of these amendments, the Commission removed the parenthetical next to the “non-accelerated filer” definition in these forms 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 .” For purposes of this analysis, filers that self-identified as a smaller reporting company and also reported a separate filer status (i.e., large accelerated filer, accelerated filer, or non-accelerated filer status) were included in both categories.

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] Includes Inline XBRL exhibits. 3,479 out of 5,658 filers that submitted fiscal year 2020 filings have made them using Inline XBRL

[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 of filings and filers including, for example, form type, company name, filer size, and public float.

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

[5] See n. 2. 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.”).

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