On August 20, 2019, the Division of Corporation Finance (Corp Fin) of the Securities and Exchange Commission (SEC) published new Compliance and Disclosure Interpretations (C&DIs) regarding the Inline XBRL rules.
Background
eXtensible Business Reporting Language (XBRL), the open international standard for digital business reporting, is a global framework for exchanging business information. XBRL was developed to improve the way in which financial data is communicated and accomplishes this goal by using “tags” to identify (or make interactive) each piece of financial data. Once tagged, available software is able to easily analyze such data without extensive and burdensome manual processing. As noted by the SEC, this efficiency allows investors, analysts and regulators to access and manipulate data in one disclosure, to compare disclosures across registrants and to make comparisons against previous disclosures from the same registrant. On January 30, 2009, the SEC adopted rules requiring filers, on a phased-in basis, to provide the financial statement information included in registration statements and periodic and current reports in the XBRL format by submitting it in the exhibits to such filings.
Inline XBRL is a format that allows SEC filers to embed XBRL data directly into their filing document and precludes the need to create a separate filing exhibit containing such data. On June 28, 2018, the SEC adopted rules requiring filers, on a phased-in basis, to submit financial statement information (referred to hereafter as “Interactive Data Files”) in the Inline XBRL format. For large accelerated filers, the use of the Inline XBRL format became a requirement beginning with their first Form 10-Q for fiscal periods ending on or after June 15, 2019.
The cover page of any SEC form (e.g., Form 10-K) contains a number of data points, known as document and entity identifier elements, such as form type, company name, filer size, public float, the exchange on which securities are registered and the state (or jurisdiction) of incorporation. Historically, many of such data points have not been required to be tagged in XBRL and none have been required to be tagged in Inline XBRL. On March 20, 2019, the SEC adopted rules requiring filers, on a phased-in basis, to tag in Inline XBRL all of the information on the cover pages of Form 10-K, Form 10-Q, Form 8-K, Form 20-F and Form 40-F. For large accelerated filers, cover page data tagging became a requirement beginning with their first Form 10-Q for fiscal periods ending on or after June 15, 2019.
Summary of New C&DIs
Question 101.01 (Identifying Interactive Data Files in the Exhibit Index)
Companies subject to Inline XBRL requirements should identify Interactive Data Files as exhibit 101 in the exhibit index and any Cover Page Interactive Data File as exhibit 104 in the exhibit index. The exhibit index should include the word “Inline” within the title description for any exhibit using Inline XBRL. Additionally, exhibit 104 in the exhibit index should cross-reference to the Interactive Data Files submitted under exhibit 101.
Question 101.02 (Voluntary Inline XBRL Filers Not Required to Comply with Cover Page Tagging Requirements)
A company that voluntarily submits Interactive Data Files in the Inline XBRL format prior to its applicable phase-in date is not required to comply with the cover page data tagging requirements for those filings.
Question 101.03 (All 8-Ks Subject to Cover Page Tagging)
For companies subject to Inline XBRL requirements, the cover pages of all Form 8-Ks, not just those that contain financial statements, are required to be tagged with XBRL data.
Question 101.04 (When Exhibit 104 Would be the Only Exhibit Required in a Form 8-K)
Cover Page Interactive Data Files should be identified as exhibit 104 in the exhibit index of any applicable filing. If, however, the exhibit index of a Form 8-K would include only a Cover Page Interactive Data File listed as exhibit 104, the company may omit the exhibit index.
Question 101.05 (Differing Company Name)
Where a company’s name, as it appears on the cover page of a form, differs from its conformed name in the Electronic Data Gathering, Analysis and Retrieval (EDGAR) system, it is permissible for the Inline XBRL tagged company name shown on the cover page of a filing to vary from the EDGAR conformed name and will not generally prevent the filing from being accepted and disseminated. In rare cases, the variation may result in a notice of suspension, in which case the company should contact EDGAR Filer Technical Support.
Question 101.06 (Ability to Cease Voluntary Submissions Prior to Phase-in Date)
If a company voluntarily submits Interactive Data Files in the Inline XBRL format prior to its applicable phase-in date, the company can later cease such voluntary submissions until they are required to submit Interactive Data Files in the Inline XBRL format under the phase-in schedule.
Question 101.07 (8-Ks Filed Before First 10-Q Subject to Inline XBRL Requirements)
When a company files a Form 8-K earlier on the same day as its first Form 10-Q for a fiscal period ending on or after the applicable Inline XBRL compliance date, the Form 8-K is not required to comply with Inline XBRL cover page tagging requirements.
Question 101.08 (Foreign Private Issuer Compliance)
Foreign private issuers are required to comply with the Inline XBRL requirements based on their filer status and basis of accounting.
- Large accelerated filers, including foreign private issuers, that prepare their financial statements in accordance with U.S. generally accepted accounting principles (GAAP) will be required to comply beginning with fiscal periods ending on or after June 15, 2019.
- Accelerated filers, including foreign private issuers, that prepare their financial statements in accordance with U.S. GAAP will be required to comply beginning with fiscal periods ending on or after June 15, 2020.
- All other filers, including foreign private issuers that prepare their financial statements in accordance with the International Financial Reporting Standards, will be required to comply beginning with fiscal periods ending on or after June 15, 2021.
Question 101.09 (Form 20-F and 40-F Filers Compliance)
Since Form 20-F and 40-F filers do not have quarterly report filing obligations, they are required to comply with Inline XBRL beginning with the first filing on a form for which Inline XBRL is required for a fiscal period ending on or after the applicable compliance date.
