As a reminder, in June 2018 the SEC adopted new rules relating to its eXtensible Business Reporting Language (“XBRL”) requirements. The new rules require companies to file interactive data in a new format named Inline XBRL. The Inline XBRL format requires companies to embed the XBRL data directly into their HTML filing rather than as a separate interactive data file, essentially making filings in Inline XBRL machine-readable and human-readable. The requirement to adopt the Inline XBRL format is being phased in for operating companies depending on their filing status. Adoption is required for the first Form 10-Q for a fiscal period ending on or after the following compliance dates:

As a result, calendar year companies that are Large Accelerated Filers were required to adopt the Inline XBRL format for their second quarter Form 10-Qs.

Also, as a reminder, once a company is required to adopt Inline XBRL, it must tag all of the cover page data on its Form 10-Ks, Form 10-Qs and Form 8-Ks using Inline XBRL and include a “Cover Page Interactive Data File.” This adds an additional tagging requirement for Form 10-K and 10-Q filings and adds Form 8-K as an additional filing that must be tagged using Inline XBRL.

In response to a number of technical questions that arose as calendar year Large Accelerated Filers adopted Inline XBRL in connection with their second quarter Form 10-Qs, the SEC recently published interpretative guidance clarifying certain technical aspects of the Inline XBRL rules. This guidance was published in the form of updated Compliance and Disclosure Interpretations “C&DIs”.

Following is a summary of certain key updated C&DIs for Inline XBRL with respect to domestic issuers.

• In the exhibit index, companies are required to include the word “Inline” within the description of each XBRL exhibit.
• Companies should identify in the exhibit index any required Interactive Data File as Exhibit 101 and any required Cover Page Interactive Data File as Exhibit 104. As a technical compliance point, in the case of the Cover Page Interactive Data File identified as Exhibit 104 in the exhibit index, the Exhibit 104 description should cross reference the Interactive Data Files submitted as Exhibit 101. The purpose of this requirement is to explain to the reader why there will be Exhibit 101 files, but not Exhibit 104 files, in the “Filing Detail” page. See the following bullet point for clarification/exception for Form 8-K Cover Page Interactive Data File exhibit references.
• If the exhibit index for a Form 8-K would include only a Cover Page Interactive Data File (as Exhibit 104), i.e., where there is not any exhibits otherwise being filed, the SEC staff stated that they would not object if companies do not add an exhibit index to the Form 8-K filing solely for the purposes of identifying the Cover Page Interactive Data File as an exhibit under Item 9.01 of Form 8-K.
• As indicated in the above phase-in schedule, the first filing required to be made using Inline XBRL format is Form 10-Q, with Form 8-Ks being subject to tagging of the cover page data thereafter. The C&DIs clarify that where a company files a Form 8-K on the same day as its first Form 10-Q adopting Inline XBRL, the Form 8-K does not need to comply with the Inline XBRL tagging requirements so long as that Form 8-K is filed earlier in the day before the Form 10-Q filing.
• Companies that voluntarily submit Inline XBRL filings prior to the required adoption date (see above) are not required to comply with the cover page data tagging requirements. Also, companies that voluntarily submit Inline XBRL filings prior to the required adoption date may subsequently cease such voluntary submissions until the required adoption date.