On March 1, 2017, the Securities and Exchange Commission (SEC) published for comment a proposed rule requiring the use of the Inline eXtensible Business Reporting Language (XBRL) format for the submission of operating company financial information and mutual fund risk/return summaries. With Inline XBRL, filers or filing agents would still need to tag the required disclosures using the applicable taxonomy. However, the tagging of information would be performed within the HTML document instead of a separate XBRL exhibit. Because the XBRL data would be displayed within the HTML filing in a browser, the preparer would have full control over the presentation of filer disclosures. As a result, Inline XBRL allows the use of a single document that is human-readable and also enables the automated extraction and analysis of embedded XBRL data by the user’s XBRL extraction software.

For operating companies, the requirement to submit and post information in XBRL applies through the exhibit requirements of Item 601(b)(101) of Regulation S-K and Forms F-10, 20-F, 40-F and 6-K with regard to financial statement information. These exhibit requirements specify when information in a filing triggers the requirement to submit and post an “Interactive Data File” in the manner provided by Rule 405 of Regulation S-T. The term Interactive Data File means the machine-readable computer code that presents information in XBRL electronic format pursuant to Rule 405. The proposed amendments would revise Rule 405 to require filers to submit the Interactive Data File using Inline XBRL.

The proposed amendments would require filers, on a phased-in basis, to embed a part of the Interactive Data File within an HTML document using Inline XBRL and to include the rest in an exhibit to that document. The portion filed as an exhibit to the form would contain contextual information about the XBRL tags embedded in the filing. The information as tagged would continue to be required to satisfy all other requirements of Rule 405, including the technical requirements in the EDGAR Filer Manual.

Because the proposed amendments do not alter the timing of the submission of the “Interactive Data File” for operating-company financial information, operating-company filers would continue to be required to submit the Interactive Data File with the filing (for mutual funds, the proposed rules would change the timing requirements). The proposed amendment would phase in the Inline XBRL requirements for operating companies in annual increments based on the category of filer status, as follows:

• Large Accelerated Filers that prepare their financial statements in accordance with U.S. Generally Accepted Accounting Principles (GAAP) would be required to comply with Inline XBRL requirements for financial statement information in the second year after the rule is effective
• Accelerated Filers that prepare their financial statements in accordance with U.S. GAAP would be required to comply with Inline XBRL requirements for financial statement information in the third year
• All other operating company filers that are required to submit Interactive Data Files would be required to comply with Inline XBRL requirements for financial statement information in the fourth year.

Filers would be permitted to file using Inline XBRL prior to the compliance date for each category of filers. However, if a filer does not opt for early adoption, then, prior to the applicable compliance date, such filer that does not file using Inline XBRL would continue to be required to submit the entire Interactive Data File as an exhibit.

Finally, the proposed amendments would eliminate the existing requirement to post the Interactive Data File on the filer’s website.