XBRL Voluntary Financial Reporting Program on the EDGAR System, 6556-6573 [05-2391]
Download as PDF
<![CDATA[
6556
Federal Register / Vol. 70, No. 25 / Tuesday, February 8, 2005 / Rules and Regulations
export product to the United States.
This establishment plans to export
approximately 520 tons of non-heat
treated shelf stable pork products and
non-shelf stable cooked pork products
to the United States per year. Because
the volume of pork products exported
from Slovakia to the United States is
expected to be very small, this final rule
is not likely have much of an effect on
supply and prices. Therefore, this final
rule is not expected to have a significant
impact on small domestic entities that
produce these types of products.
Paperwork Requirements
No new paperwork requirements are
associated with this final rule. A foreign
country that wants to export meat
products to the United States is required
to provide information to FSIS to certify
that its inspection system provides
standards equivalent to those of the
United States and that the legal
authority for the system and its
implementing regulations are equivalent
to those of the United States before it
may start exporting such product to the
United States. FSIS collects this
information one time only. FSIS gave
Slovakia questionnaires asking for
detailed information about the country’s
inspection practices and procedures to
assist the country in organizing its
materials. This information collection
was approved under OMB number
0583–0094. This final rule contains no
other paperwork requirements.
Additional Public Notification
Public awareness of all segments of
rulemaking and policy development is
important. Consequently, in an effort to
ensure that the public and in particular
minorities, women, and persons with
disabilities, are aware of this final rule,
FSIS will announce it on-line through
the FSIS Web page located at https://
www.fsis.usda.gov.
The Regulations.gov Web site is the
central online rulemaking portal of the
United States government. It is being
offered as a public service to increase
participation in the Federal
government’s regulatory activities. FSIS
participates in Regulations.gov and will
accept comments on documents
published on the site. The site allows
visitors to search by keyword or
Department or Agency for rulemakings
that allow for public comment. Each
entry provides a quick link to a
comment form so that visitors can type
in their comments and submit them to
FSIS. The Web site is located at
https://www.regulations.gov.
FSIS also will make copies of this
Federal Register publication available
through the FSIS Constituent Update,
VerDate jul<14>2003
14:45 Feb 07, 2005
Jkt 205001
which is used to provide information
regarding FSIS policies, procedures,
regulations, Federal Register notices,
FSIS public meetings, recalls, and other
types of information that could affect or
would be of interest to our constituents
and stakeholders. The update is
communicated via Listserv, a free e-mail
subscription service consisting of
industry, trade, and farm groups,
consumer interest groups, allied health
professionals, scientific professionals,
and other individuals who have
requested to be included. The update
also is available on the FSIS web page.
Through Listserv and the web page,
FSIS is able to provide information to a
much broader, more diverse audience.
List of Subjects 9 CFR Part 327
Imports, Meat and meat products.
For the reasons set out in the preamble
9 CFR part 327 is amended as follows:
I
PART 327—IMPORTED PRODUCTS
1. The authority citation for part 327
continues to read as follows:
I
Authority: 21 U.S.C. 601–695; 7 CFR 2.18,
2.53.
2. Section 327.2 is amended by adding
‘‘Slovakia’’ with footnote 1 in
alphabetical order to the list of countries
in paragraph (b) to read as follows:
I
§ 327.2 Eligibility of foreign countries for
importation of products into the United
States.
*
*
*
(b) * * *
Slovakia 1
*
*
Done at Washington, DC, on: February 3,
2005.
Barbara J. Masters,
Acting Administrator.
[FR Doc. 05–2389 Filed 2–7–05; 8:45 am]
BILLING CODE 3410–DM–P
SECURITIES AND EXCHANGE
COMMISSION
17 CFR Parts 228, 229, 232, 240, 249
and 270
[Release Nos. 33–8529, 34–51129, 35–27944,
39–2432, IC–26747; File Number S7–35–04]
RIN 3235–AJ32
XBRL Voluntary Financial Reporting
Program on the EDGAR System
Securities and Exchange
Commission.
AGENCY:
1 May export to the United States only processed
meat food products derived from animals
slaughtered under Federal inspection in the United
States, or in a country eligible to export meat and
meat products to the United States.
PO 00000
Frm 00006
Fmt 4700
Sfmt 4700
ACTION:
Final rule.
SUMMARY: We are adopting rule
amendments to enable registrants to
submit voluntarily supplemental tagged
financial information using the
eXtensible Business Reporting Language
(XBRL) format as exhibits to specified
EDGAR filings under the Securities
Exchange Act of 1934 and the
Investment Company Act of 1940.
Registrants choosing to participate in
the voluntary program also will
continue to file their financial
information in HTML or ASCII format,
as currently required. To participate in
the program, volunteers need to submit
their XBRL formatted information in
accordance with the amendments. The
voluntary program is intended to help
us evaluate the usefulness of data
tagging and XBRL to registrants,
investors, the Commission and the
marketplace.
EFFECTIVE DATE: March 16, 2005.
FOR FURTHER INFORMATION CONTACT: If
you have questions about the
amendments, please contact one of the
following members of our staff: Brigitte
Lippmann or Mark W. Green, Division
of Corporation Finance (202–942–2910),
Jeffrey W. Naumann, Office of the Chief
Accountant (202–942–4400), or Toai P.
Cheng (202–942–0590) or David S.
Schwartz (202–942–0721), Division of
Investment Management, Securities and
Exchange Commission, 450 Fifth Street,
NW., Washington, DC 20549. If you
have technical questions about the
EDGAR system, please contact the
EDGAR Filer Support Office (202–942–
8900) or Richard Heroux, EDGAR
Program Manager (202–942–8800), in
the Office of Information Technology.
We also invite public inquiries and
comments regarding the voluntary
program through the use of an Internet
electronic mailbox at https://
www.sec.gov/spotlight/xbrl.htm.
Because electronic mail (e-mail) on the
Internet is not secure, you should not
send confidential or sensitive
information.
We are
adopting 1 amendments that will add
Rules 401 2 and 402 3 to Regulation S–
T, revise Rules 11 4 and 305 5 under
Regulation S–T,6 Item 601 7 under
SUPPLEMENTARY INFORMATION:
1 The amendments were proposed in Release No.
33–8496 (Sept. 27, 2004) [69 FR 59094] (‘‘Proposing
Release’’).
2 17 CFR 232.401.
3 17 CFR 232.402.
4 17 CFR 232.11.
5 17 CFR 232.305.
6 17 CFR 232.10 et seq. We also are adopting an
amendment to add a heading for Rules 401 and 402.
7 17 CFR 229.601.
E:\FR\FM\08FER1.SGM
08FER1
Federal Register / Vol. 70, No. 25 / Tuesday, February 8, 2005 / Rules and Regulations
Regulation S–K,8 Item 601 9 under
Regulation S–B,10 Rules 13a–14 11 and
15d–14 12 under the Securities Exchange
Act of 1934 (‘‘Exchange Act’’) 13 and
Rules 8b–1,14 8b–2 15 and 30a–2 16
under the Investment Company Act of
1940 (‘‘Investment Company Act’’).17
We also are adopting amendments that
revise Forms 20–F 18 and 6–K 19 under
the Exchange Act and add new Rule 8b–
33 under the Investment Company Act.
Table of Contents
I. Background
II. The Amendments
A. Form of XBRL Submissions
B. Description of XBRL Data
C. Timing of XBRL Submissions
D. Official Filings Still Required
E. Voluntary Program Content and Format
F. XBRL Data Must Correlate to Standard
XBRL Taxonomies
G. Use of Tagged Data
H. Liability Issues
III. Paperwork Reduction Act
IV. Cost-Benefit Analysis
A. Benefits
B. Costs
V. Final Regulatory Flexibility Analysis
A. Reasons for, and Objectives of, the
Amendments
B. Significant Issues Raised by Public
Comment
C. Small Entities Subject to the
Amendments
D. Projected Reporting, Recordkeeping, and
Other Compliance Requirements
E. Agency Action To Minimize Effect on
Small Entities
VI. Consideration of Impact on the Economy,
Burden on Competition and Promotion
of Efficiency, Competition, and Capital
Formation
VII. Statutory Basis and Text of Amendments
I. Background
On September 27, 2004, we proposed
to adopt amendments to Regulation S–
T to allow registrants to supplement
their Commission filings by furnishing
financial data on the Commission’s
Electronic Data Gathering, Analysis and
Retrieval System (‘‘EDGAR’’) as an
exhibit using eXtensible Business
Reporting Language (‘‘XBRL’’),20
8 17
CFR 229.10 et seq.
CFR 228.601.
10 17 CFR 228.10 et seq.
11 17 CFR 240.13a–14.
12 17 CFR 240.15d–14.
13 15 U.S.C. 78a et seq.
14 17 CFR 270.8b–1.
15 17 CFR 270.8b–2.
16 17 CFR 270.30a–2.
17 15 U.S.C. 80a–1 et seq.
18 17 CFR 249.220f.
19 17 CFR 249.306.
20 XBRL is an open standard that provides a
format for tagging financial information and allows
users to extract, exchange, analyze and display
financial information. XBRL was developed and
continues to be supported by XBRL International,
a collaborative consortium of approximately 250
9 17
VerDate jul<14>2003
14:45 Feb 07, 2005
Jkt 205001
beginning with the 2004 calendar yearend reporting season.
All registrants who file with the
Commission are generally required to
file electronically on EDGAR.21 The
EDGAR database, accessible on our Web
site at https://www.sec.gov, provides
ready access to a broad range of
registrant information. Electronic
submissions are governed by Regulation
S–T, in conjunction with the EDGAR
Filer Manual 22 and the electronic filing
provisions of applicable rules,
regulations, and forms. Since we first
adopted rules to implement the
operational phase of EDGAR, we have
continually sought to make EDGAR
more useful to the investing public.
Proponents of the XBRL reporting
standard assert that it offers benefits for
all participants in the financial
information supply chain, from
registrants, who would benefit from
potential efficiencies in preparing their
filings, and improved transparency of
their filings, resulting in broader analyst
coverage, more market exposure and
greater investor confidence, to
regulators and investors, who would
benefit from ready access to tagged
financial data for analytical and review
purposes.23
The amendments that we adopt today
will permit volunteers to submit on
EDGAR supplemental exhibits using
XBRL for the purpose of allowing
registrants, the Commission and others
to test and evaluate tagging technology.
The voluntary program will permit any
registrant to participate merely by
submitting an XBRL exhibit in the
organizations representing many constituents of the
financial reporting community. Organizations in the
consortium include issuers, public accounting
firms, software companies, filing agents, data
aggregators, stock exchanges, regulators, financial
services companies, and industry associations. The
Commission is not a member of the consortium.
XBRL International and its related entities have
been developing standard taxonomies that they
state classify and define financial information in
accordance with U.S. Generally Accepted
Accounting Principles (‘‘GAAP’’) and our
regulations. An XBRL taxonomy is a standard
description and classification system for business
reporting and financial data. Tags consist of specific
financial data, such as the line items presented in
the financial statements, and words or labels, such
as headers in the notes to the financial statements.
See https://www.xbrl.org. and Release No. 33–8497
(Sept. 27, 2004) [69 FR 59111] (‘‘Concept Release’’)
for a further description of XBRL.
21 Rules 100 and 101 of Regulation S–T (17 CFR
232.100 and 232.101).
22 See Rule 301 of Regulation S-T (17 CFR
232.301). We originally adopted the EDGAR Filer
Manual on July 1, 1993, with an effective date of
July 26, 1993. Release No. 33–6986 (Apr. 1, 1993)
[58 FR 18638]. We most recently updated the
EDGAR Filer Manual on August 6, 2004, the current
version of which can be found at https://
www.sec.gov/info/edgar.shtml. See Release No. 33–
8454 (Aug. 6, 2004) [69 FR 49803].
23 See https://www.xbrl.org.
PO 00000
Frm 00007
Fmt 4700
Sfmt 4700
6557
required manner. The XBRL exhibits
will be publicly available but will be
considered furnished rather than filed.
Although XBRL exhibits will be
required to accurately reflect the
information that appears in the
corresponding part of the official filing,
the purpose of submitting XBRL data is
to test the related format and technology
and, as a result, investors and others
should continue to rely only on the
official version of a filing and not rely
on the XBRL data in making investment
decisions. We will include cautionary
language to this effect on the
Commission’s Web site.
We received 28 comment letters
relating to the Proposing Release from
various constituencies, including
issuers, accounting firms, financial
analysts, filing agents and associations
representing the interests of such
constituencies.24 Commenters expressed
general overall support for the
Commission’s approach to
implementing the voluntary program
and investigating tagged data.
Commenters also supported our
approach of not limiting the program by
size or specific industry.25 The final
rules include a number of changes from
the proposed rules to address the
comment letters, including commenters’
recommendations to encourage
participation in the program and
provide volunteers with greater
flexibility. For example, we have
addressed commenters’ requests to
allow volunteers the option of whether
to submit the notes to the financial
statements in XBRL in the voluntary
program.26 There were many additional
24 See letters from American Accounting
Association (‘‘AAA’’); American Institute of
Certified Public Accountants (‘‘AICPA’’); Arbortext
XML Solutions; Blastradius; Business Wire (‘‘Bus
Wire’’); Capricorn Research; The Consortium of
EDGAR Filing Agents and Software Developers
(‘‘CEFASD’’); Steve Cushing; Deloitte & Touche LLP
(‘‘D&T’’); EDGAR Online, Inc.; Ernst & Young LLP
(‘‘E&Y’’); Federal Deposit Insurance Corporation;
Federal Financial Institutions Examination Council;
Financial Executives International (‘‘FEI’’); C.R.
Fonseca; Grant Thornton LLP (‘‘Grant Thornton’’);
Institute of Management Accountants (‘‘IMA’’);
Investment Company Institute (‘‘ICI’’); KPMG LLP
(‘‘KPMG’’); Eric Paul Linder (‘‘Linder’’); Microsoft
Corporation (‘‘MSFT’’); James L. Nesfield; New
York Society of Security Analysts (‘‘NYSSA’’); New
York State Bar Association (‘‘NYSBA’’);
PricewaterhouseCoopers LLP (‘‘PWC’’); PR
Newswire Association LLC; Barry J. Reischling; and
Spredgar Software (‘‘Spredgar’’). The public
comments we received and a summary of the
comments prepared by our staff are available for
inspection in our Public Reference Room at 450
Fifth Street, NW., Washington, DC 20549, in File
No. S7–35–04, or may be viewed at https://
www.sec.gov/rules/proposed/s73504.shtml.
25 See, for example, the letters from AAA, AICPA,
CEFASD, E&Y, FEI, IMA and PWC.
26 See, for example, the letters from AAA, AICPA,
D&T, IMA, KPMG and MSFT.
E:\FR\FM\08FER1.SGM
08FER1
6558
Federal Register / Vol. 70, No. 25 / Tuesday, February 8, 2005 / Rules and Regulations
comments addressing the development
of the voluntary program and the XBRL
technology, including taxonomy
development, auditor attestation and
audit opinions. We discuss specific
comments where applicable in this
release; otherwise we may consider
these comments in the future based on
our experience with the voluntary
program.
We emphasize that we are in the
preliminary phases of testing XBRL and
we may amend the voluntary program
as the technology becomes more mature
and based on our experience with the
program.
II. The Amendments
In conjunction with establishing the
voluntary filing program, we are adding
new Rule 401 to Regulation S–T that
will allow filers, on a voluntary basis, to
furnish supplemental financial
information using XBRL. The revision to
Rule 11 of Regulation S–T, adopted as
proposed, makes ‘‘XBRL-Related
Documents’’ a defined term that means
documents related to presenting
financial information in XBRL format
that are part of a voluntary submission
in electronic format in accordance with
new Rule 401. New Rule 401 generally
provides that a registrant participating
in the voluntary program (a
‘‘volunteer’’) may submit XBRL-Related
Documents in electronic format if they
meet all the conditions of the rule.
Appendix L to the EDGARLink Filer
Manual will provide instructions and
guidance on the preparation,
submission, and validation of EDGARacceptable electronic filings with
attached XBRL-Related Documents.27
The EDGAR system upgrade to Release
8.10 is scheduled to become available
on February 7, 2005 to, among other
things, enable EDGAR to process XBRLRelated Documents when the voluntary
program becomes effective on March 16,
2005.28
27 Rule 301 of Regulation S–T, the regulation that
governs the preparation and transmission of
electronic filings on the Commission’s EDGAR
system, requires electronic filings to be prepared in
accordance with the provisions of the EDGAR Filer
Manual. The Filer Manual contains the technical
formatting requirements for electronic submissions.
Filers must comply with those requirements to
ensure the timely receipt and acceptance of
documents submitted to the Commission in an
electronic format. See the companion EDGAR Filer
Manual adopting release (Release No. 33–8528 (Feb.
3, 2005)) updating the EDGAR Filer Manual to
reflect EDGAR Release 8.10.
28 These submissions will be required to be made
in accordance with the EDGAR Filer Manual and
the exhibit provisions of Item 601(b) (100) of
Regulation S–K or S–B, revised Form 20–F, revised
Form 6–K or Rule 8b–33 under the Investment
Company Act, as applicable. As proposed, the items
and rule will list the Exchange Act and Investment
Company Act filings, in addition to Forms 20–F and
VerDate jul<14>2003
14:45 Feb 07, 2005
Jkt 205001
A. Form of XBRL Submissions
The amendments require that
volunteers furnish XBRL-Related
Documents as an exhibit to either the
Exchange Act or Investment Company
Act filing from which they were
derived, or as an exhibit to a filing on
Form 8–K 29 or Form 6–K,30 as
applicable, that references, and is
submitted no earlier than, the related
filing.31 The Forms 8–K and 6–K
alternative does not apply to volunteers
that are registered management
investment companies because they are
generally not eligible to file those
forms.32 XBRL-Related Documents will
be identifiable as Exhibit 100 to the
corresponding filing.
B. Description of XBRL Data
Rule 401, as adopted, contains three
requirements for disclosure that must
appear in the filing with which the
XBRL-Related Documents are
submitted. These requirements were not
included in the rule as proposed. First,
Rule 401 requires volunteers to describe
the XBRL-Related Documents (whether
they are filed as an exhibit to the related
official filing or to a Form 8–K or Form
6–K that references such filing) either as
‘‘unaudited’’ or, for quarterly financial
statements, ‘‘unreviewed.’’ Second, Rule
401 requires volunteers to provide
cautionary language advising investors
that the purpose of furnishing XBRL
data is to test the format and the
technology and, as a result, investors
should not rely on the XBRL data in
making investment decisions. This
additional disclosure will complement
the similar cautionary statements we
plan to add to our Web site as described
in the Proposing Release. Finally, Rule
401 provides that, if a reason to file a
Form 8–K or Form 6–K or an
amendment to a Form 8–K or Form 6–
K is to submit as an exhibit XBRL6–K, with which volunteers can submit XBRLRelated Documents. We are adopting as proposed
revisions to Rules 8b–1 and 8b–2 under the
Investment Company Act to reflect the addition of
Rule 8b–33. Finally, we are adopting as proposed
the revision to Rule 305(b) of Regulation S–T to
exempt the submissions from the formatting
requirements of Rule 305(a) because the formatting
requirements are unnecessary in this context.
29 17 CFR 249.308. Commenters supported
allowing volunteers to furnish XBRL data in a Form
8–K. See, for example, the letters from CEFASD and
KPMG.
30 As proposed, we are revising Form 6–K to
permit submission of XBRL-Related Documents as
Exhibit 100.
31 As noted in the Proposing Release, in addition
to domestic issuers, the voluntary program is
available to foreign private issuers that otherwise
file their primary financial statements in
accordance with U.S. GAAP.
32 See Rules 13a–11(b) and 15d–11(b) under the
Exchange Act. [17 CFR 240.13a–11(b) and 240.15d–
11(b)].
PO 00000
Frm 00008
Fmt 4700
Sfmt 4700
Related Documents that present
information related to financial
information filed as part of a different
filing (e.g., a Form 8–K that references
a previously filed Form 10–Q 33),
volunteers must reference the official
filing from which the data in the XBRLRelated Documents was derived.34
These disclosures should be provided,
as applicable, in:
• The exhibit index of the Forms 10–
K,35 10–Q, 10,36 10–SB,37 10–KSB,38
10–QSB 39 or 20–F,
• Item 2.02 or 8.01 of Form 8–K, or
• The body of the Forms 6–K, N–
CSR 40 or N–Q.41
We received several comments and
recommendations regarding disclosure
about furnishing XBRL data.42 One
commenter agreed that it is reasonable
to require registrants to describe the
official filings to which the XBRL
exhibits correspond because investors
may not be aware that Exhibit 100
reflects XBRL data.43 Another
commenter 44 recommended that
volunteers submit a letter describing
management’s basic decisions involving
the use of taxonomies and policies
about creating instance documents,
including the correlation to printed
financial statements and other relevant
resources, the selection of taxonomies,
additions and adjustments to the base
taxonomy or taxonomies, and the level
of tagging detail.45 Another commenter
33 17
CFR 249.308a.
disclosure requirement also addresses the
concern of one commenter (CEFASD) about a Form
8–K whose sole purpose is to accompany an XBRL
Exhibit 100. The commenter noted that in such
circumstances, if the exhibit were removed, the
surviving, disseminated cover page would contain
no useful information. The commenter
recommended that in such circumstances, the
Commission should suspend the entire filing.
Although it would not be feasible to suspend the
entire filing, the required disclosures would clearly
identify the purpose of the filing. In this regard, we
note that even without the purpose disclosure
requirement, a form with an exhibit list would refer
to Exhibit 100 and that would identify the intent
to submit XBRL data.
35 17 CFR 249.310.
36 17 CFR 249.210.
37 17 CFR 249.210b.
38 17 CFR 249.310b.
39 17 CFR 249.308b.
40 17 CFR 249.331 and 274.128.
41 17 CFR 249.332 and 274.130.
42 See the letters from AICPA, E&Y and PWC.
43 See the letter from AICPA.
44 See the letter from PWC.
45 As noted in Section I of this release, an XBRL
taxonomy is intended to be a standard description
and classification system for business reporting and
financial data. An instance document, which is a
machine readable form, pairs a tag from the
taxonomy with the related piece of financial
information. For additional detail regarding
instance documents, see Section II.C.1 of the
Proposing Release.
34 The
E:\FR\FM\08FER1.SGM
08FER1
Federal Register / Vol. 70, No. 25 / Tuesday, February 8, 2005 / Rules and Regulations
believed that volunteers should be
encouraged to disclose:
• That the financial information in
the XBRL-Related Documents is
appropriately tagged,
• The source of the tagged
information (e.g., the financial
statements, MD&A),
• The extent of tagging used,
including whether there have been any
changes in the extent of tagging or the
use of extensions as compared to XBRLRelated Documents furnished for
previous fiscal periods, and
• Whether any extensions meet the
XBRL International technical
specification.46
To facilitate participation, we have
decided not to require such disclosure
for the voluntary program; however, we
encourage volunteers to provide the
additional disclosure recommended by
the commenters.
C. Timing of XBRL Submissions
The XBRL-Related Documents may be
submitted at the same time as the
official EDGAR filing to which they
relate, either as an exhibit to the official
filing or, for operating companies, as an
exhibit to a Form 8–K or Form 6–K 47
filed simultaneously. Alternatively, the
XBRL-Related Documents may be filed
subsequent to the official EDGAR filing
to which they relate, either in a later
amendment to the official filing or, for
operating companies, as an exhibit on
Form 8–K or Form 6–K. Volunteers will
not be permitted to submit the XBRLRelated Documents before they file the
related official document. Although the
amendments do not establish a deadline
for submitting or amending XBRL data,
volunteers are encouraged to submit the
XBRL-Related Documents with the
official document or shortly after the
official document is filed. Volunteers
will be free to submit their XBRL
exhibits regularly or from time to time
and can stop or start as they choose. If
a volunteer amends the XBRL-Related
Documents it submitted earlier, it
should amend the filing to which the
XBRL-Related Documents are attached
as an exhibit.48
46 See
the letter from E&Y.
47 As further discussed below, XBRL-Related
Documents will not be deemed filed or
incorporated by reference regardless of whether
they are exhibits to a document incorporated by
reference into another filing (e.g., an XBRL exhibit
to a Form 10–K filing will not be incorporated into
a Form S–3 [17 CFR 239.13] registration statement
even though other portions of the Form 10–K are
so incorporated).
48 For example, if the volunteer submitted XBRL
data with a Form 8–K, it should amend the Form
8–K. A volunteer must amend XBRL-Related
Documents it submitted earlier if they did not
comply with the content and format requirements
of new Rule 401.
VerDate jul<14>2003
14:45 Feb 07, 2005
Jkt 205001
Many commenters asserted that
allowing volunteers to submit their
XBRL-tagged financial statements after
they file the related official filing will be
important to securing volunteers.49
Commenters recommended that a
reasonable period of time be allowed for
submitting XBRL-Related Documents
and suggested periods typically ranging
from 30 days up to 90 days.50 One
commenter recommended that no
deadline be required.51 Other
commenters approved of a delay, but
did not specify a time period.52
As proposed, we have not
implemented a submission deadline for
furnishing XBRL data. One of the
reasons for this decision is that
volunteers may wish to furnish XBRLRelated Documents that relate to
historical financial information from
their previous Commission filings.
While it would be preferable for
registrants to submit all XBRL-Related
Documents promptly, data elements in
the submission would include date
information and the voluntary program
includes safeguards against reliance on
the data. In addition, we recognize that
registrants may be discouraged from
participating in the voluntary program if
we impose deadlines, especially during
the early stages of the program when
volunteers are testing the technology.
Some commenters recommended that
rather than amend submissions, the
volunteers be allowed to ‘‘withdraw’’
them from EDGAR.53 However,
submissions to EDGAR cannot, as a
practical matter, be withdrawn after
public dissemination.
D. Official Filings Still Required
The XBRL-Related Documents
submitted in the voluntary program will
be supplemental submissions and will
not replace the required HTML or ASCII
version of the financial information they
contain. Volunteers will be required to
continue to file their official EDGAR
filings.
E. Voluntary Program Content and
Format
XBRL-Related Documents must
contain only voluntary program content
(‘‘Voluntary Program Content’’) that
appears in voluntary program format
(‘‘Voluntary Program Format’’) as
further described below.
49 See, for example, the letters from AAA, AICPA,
Blastradius, CEFASD, E&Y, IMA, KPMG, MSFT and
PWC.
50 See, for example, the letters from AAA,
Blastradius and IMA.
51 See the letter from MSFT.
52 See, for example, the letter from D&T.
53 See the letters from AICPA, E&Y and NYSBA.
PO 00000
Frm 00009
Fmt 4700
Sfmt 4700
6559
Voluntary Program Content must
consist of mandatory content
(‘‘Mandatory Content’’) and may be
accompanied by optional content
(‘‘Optional Content’’).
Mandatory Content consists of a
complete set of information for all
periods presented in the corresponding
official EDGAR filing from one or more
of the following categories (as filed in
the corresponding official EDGAR
filing): 54
• The complete set of financial
statements (the only exceptions are that
notes to the financial statements and
schedules related to the financial
statements may be omitted 55 unless the
volunteer is a registered management
investment company, in which case it
must include Schedule I—Investments
in Securities of Unaffiliated Issuers); 56
• Earnings information set forth in
Form 6–K or Items 2.02 or 8.01 of Form
8–K (whether contained in the body of
the Form 8–K or Form 6–K or in an
exhibit, and whether filed or furnished);
or
• Financial highlights or condensed
financial information 57 (if the volunteer
is a registered management investment
company).
Optional Content can consist only of
a complete set of information that is:
• For all periods presented in the
corresponding official EDGAR filing;
• Related to financial information in
the corresponding official EDGAR filing
that is simultaneously submitted as
Mandatory Content; and
• From one or more of the following
categories (as filed in the corresponding
official EDGAR filing): 58
54 Although volunteers may furnish data as
Mandatory Content from certain specific categories
of financial information in the corresponding
official EDGAR filing in XBRL format (e.g., financial
statements only, omitting notes), the financial
information in the specific category provided in
XBRL format must be complete (e.g., if the financial
statements are provided, income statement, balance
sheet, cash flows and equity statements must all be
submitted).
55 In the Proposing Release at note 47, we stated
that financial statements other than those for
investment company volunteers should not include
the related schedules when submitted as XBRLRelated Documents in the voluntary program. In
order to provide additional testing opportunities,
however, we are permitting operating companies to
provide these schedules in the voluntary program.
We further discuss below related schedules of
investment companies.
56 Rule 12–12 of Regulation S–X [17 CFR 210.12–
12].
57 Item 8(a) of Form N–1A, Item 4.1 of Form N–
2 and Item 4(a) of Form N–3 [17 CFR 274.11A,
274.11a–1 and 274.11b]. Forms N–1A, N–2 and N–
3 also are authorized under the Securities Act of
1933 (‘‘Securities Act’’) [15 U.S.C 77a et seq.] under
17 CFR 239.15A, 239.14 and 239.17a.
58 Although volunteers may furnish data as
Optional Content from certain specific categories of
E:\FR\FM\08FER1.SGM
Continued
08FER1
6560
Federal Register / Vol. 70, No. 25 / Tuesday, February 8, 2005 / Rules and Regulations
• Audit opinions; 59
• Interim review reports; 60
• Reports of management on the
financial statements;
• Certifications; or
• Management’s Discussion and
Analysis of Financial Condition and
Results of Operations (‘‘MD&A’’),61
Management’s Discussion and Analysis
or Plan of Operation,62 Operating and
Financial Review and Prospects 63 or
Management’s Discussion of Fund
Performance (‘‘MDFP’’).64
Voluntary Program Content is in
Voluntary Program Format if:
• Each data element (i.e., all text and
all line item names and associated
values, dates and other labels) contained
in the XBRL-Related Documents reflects
the same information in the
corresponding official EDGAR filing
(i.e., the HTML or ASCII version);
• No data element in the
corresponding official EDGAR filing is
changed, deleted or summarized in the
XBRL-Related Documents;
• The XBRL-Related Documents
correlate to the appropriate version of a
standard taxonomy, supplemented with
extension taxonomies as specified in the
EDGAR Filer Manual;
• Each data element contained in the
XBRL-Related Documents is matched
with the appropriate tag in accordance
with any applicable taxonomy; and
• The XBRL-Related Documents
contain any additional mark-up related
content (e.g., the XBRL tags themselves,
identification of the core XML
documents used and other technology
related content) not found in the
corresponding official EDGAR filing that
are necessary to comply with the
EDGAR Filer Manual requirements.
We had proposed to require
volunteers to furnish in XBRL format a
complete set of financial statements,
including notes to the financial
statements. This approach would have
provided a comprehensive test of the
capacity of the XBRL format for
financial information to replicate the
HTML and ASCII versions. The
proposal also asked for comment on
whether volunteers should be permitted
to omit the notes to the financial
information in the corresponding official EDGAR
filing in XBRL format (e.g., MD&A), the information
in the specific category provided in XBRL format
must be complete (e.g., if MD&A is provided, all the
MD&A in the corresponding official EDGAR filing
must be submitted).
59 Rule 2–02 of Regulation S–X [17 CFR 210.2–
02].
60 Rule 10–01(d) of Regulation S–X [17 CFR
210.10–01(d)].
61 Item 303 of Regulation S–K [17 CFR 229.303].
62 Item 303 of Regulation S–B [17 CFR 228.303].
63 Item 5 of Form 20–F.
64 Item 22(b)(7) of Form N–1A.
VerDate jul<14>2003
14:45 Feb 07, 2005
Jkt 205001
statements. Many commenters disagreed
with the proposal to require a complete
set of the notes to the financial
statements in XBRL format.65 Several
commenters expressed the view that the
taxonomy development of the notes to
the financial statements is not detailed
enough in the standard taxonomies to
facilitate easy tagging.66 As a result,
commenters generally believed that
volunteers would need to create
substantial extensions, which would be
burdensome and could discourage
registrants from participating in the
program.67 Several commenters
recommended allowing volunteers to
submit financial statements in XBRL
format that omit the notes to the
financial statements.68 Other
commenters indicated that the notes to
the financial statements should be
included in XBRL format, noting,
however, that the Commission could
limit the notes required to be tagged or
allow the use of a single tag for all
notes.69 Some commenters
recommended that volunteers be
afforded flexibility in determining the
level of detail to which the notes to the
financial statements are tagged.70
Although we consider the notes to the
financial statements to be an integral
part of the financial statements for filing
purposes, we have determined not to
mandate them for purposes of the
voluntary program. Recognizing the
technical issues presented by tagging
the notes to the financial statements,
and in light of the other safeguards in
the rules, we are providing volunteers
with additional flexibility to determine
whether or not to include the notes to
the financial statements. If volunteers
do choose to tag the notes to the
financial statements in their XBRLRelated Documents, they must tag all
the notes so that they meet the
requirements of Voluntary Program
Content. Representing the entire set of
notes to the financial statements with a
single tag does not appear to be useful
to users because of the difficulty of
consuming such a large volume of data
in that format. Consequently, we
encourage volunteers that choose to tag
the notes to the financial statements to
tag at a level that provides practical data
to users and furthers the goal of testing
the capabilities of the XBRL technology.
As proposed, investment company
volunteers would have been required to
submit the schedules related to the
financial statements when submitting
the financial statements in XBRL format.
One commenter voiced the concern that,
because the XBRL taxonomy for
investment companies may not be
sufficiently developed to support
tagging of these schedules, requiring
inclusion of the related schedules
would force investment company
volunteers to create a substantial set of
taxonomy extensions, which would
discourage participation in the
program.71 We generally agree and have
modified the rules to limit the related
schedules that registered management
investment company volunteers must
submit in XBRL format with the
financial statements to Schedule I—
Investments in Securities of Unaffiliated
Issuers.72 We believe that this schedule
must be provided in XBRL format
because the information is critical to an
understanding of investment company
financial statements and to testing the
XBRL program with regard to
investment company filings.
Some commenters requested
clarification of the requirement to
provide XBRL data containing the
‘‘same information’’ as in the official
filing to which it relates.73 In response
to these comments, as discussed above,
we have revised proposed Rule 401 to
provide more detailed specification of
the various respects in which the
information in the XBRL-Related
Documents must be the ‘‘same’’ as that
in the official filing to which it relates.
We have explained that no information
in the corresponding official filing may
be deleted, changed or summarized in
the XBRL format. For example, if the
revenue line item in the related official
filing’s income statement is broken
down into different segments, the XBRL
data must also contain the revenue line
items for each segment; the volunteer
cannot only include the total revenue
line item. If a volunteer submits MD&A
or MDFP in XBRL format, all text in
71 See
the letter from ICI.
management investment company
volunteers may, but are not required to, submit
other related schedules in XBRL format with
financial statements in XBRL format including the
following: Schedule II—Investments—other than
securities [17 CFR 210.12–13]; Schedule III—
Investments in and advances to affiliates [17 CFR
210.12–14]; Schedule IV—Investments—securities
sold short [17 CFR 210.12–12A]; Schedule V—Open
option contracts written [17 CFR 210.12–12B]; and
Schedule VI—Summary schedule of investments in
securities of unaffiliated issuers [17 CFR 210.12–
12C].
73 See, for example, the letters from AICPA, D&T,
NYSBA and PWC.
72 Registered
65 See the letters from AAA, AICPA, D&T, IMA,
KPMG and MSFT.
66 See, for example, the letters from AICPA, D&T,
KPMG and PWC.
67 See, for example, the letters from D&T and
KPMG.
68 See, for example, the letters from AICPA, D&T,
KPMG and MSFT.
69 See, for example, the letters from CESFASD
(allow a single tag for all notes) and PWC (limit the
notes required to be tagged).
70 See, for example, the letters from AICPA, D&T,
E&Y and KPMG.
PO 00000
Frm 00010
Fmt 4700
Sfmt 4700
E:\FR\FM\08FER1.SGM
08FER1
Federal Register / Vol. 70, No. 25 / Tuesday, February 8, 2005 / Rules and Regulations
addition to the tables and schedules
must be tagged. We did not take the
approach suggested by some
commenters to require that the XBRL
data be ‘‘consistent with’’ 74 or
‘‘materially the same’’ 75 as the official
filing because we believe that this could
cause uncertainty, reduce the disclosure
provided in an XBRL format, and impair
our pursuit of the objectives of the
voluntary program.
One commenter recommended that
the voluntary program exclude XBRL
tagging of earnings releases, selected
financial data and schedules of ratio of
earnings to fixed charges because there
are no clear standards regarding the
content and presentation of such
information.76 This commenter also was
concerned that some volunteers may
interpret the proposed rule to allow
XBRL-Related Documents to contain
partial financial presentations so long as
the elements of such a presentation are
‘‘the same information’’ as presented in
(i.e., consistent with) the complete set of
annual or interim financial statements
or in MD&A. As noted above, we have
clarified that partial financial
presentations are not permissible
content for XBRL submissions. Also, in
view of the goals of the voluntary
program to test and evaluate data
tagging, we would like to test a wide
variety of XBRL data. Therefore,
volunteers will be able to present,
among other information, earnings
information, MD&A, MDFP, financial
highlights, management or accounting
reports and certifications 77 in XBRL
format.
F. XBRL Data Must Correlate to
Standard XBRL Taxonomies
The voluntary program requires all
volunteers to use the appropriate
version of a standard taxonomy,
supplemented with extension
taxonomies as specified by the EDGAR
Filer Manual. The XBRL Consortium
has publicly announced that it will
finalize the following standard
taxonomies, which have all completed
at least one review and comment period,
by the end of the first quarter of 2005: 78
74 See
the letters from D&T and PWC.
the letter from NYSBA.
76 See the letter from E&Y.
77 Commenters generally supported not requiring
certifications. See, for example, the letters from
AAA, AICPA, CEFASD, D&T, E&Y, FEI, IMA,
KPMG, MSFT, NYSBA, and PWC. Several
commenters further suggested that volunteers
should be allowed to submit certifications. See, for
example, the letters from AICPA, D&T, IMA and
PWC.
78 The XBRL Consortium has publicly announced
that it will finalize the Commercial and Industrial,
Banking and Savings Institutions and Insurance
standard taxonomies by February 28, 2005. It also
75 See
VerDate jul<14>2003
14:45 Feb 07, 2005
Jkt 205001
• Commercial and Industrial; 79
• Banking and Savings Institutions;
• Insurance; and
• Investment Companies.80
We have chosen March 16, 2005 as the
effective date for the program, since this
is the date by which accelerated filers
with December 31 fiscal year ends are
required to file their Form 10–Ks. We
will provide notice on our Web site of
the taxonomies supported for the
voluntary program and expect that
additional standard taxonomies will be
permitted on the EDGAR system as they
are finalized.81 The final standard
taxonomies will be incorporated into
the EDGAR system and volunteers may
not attach the standard taxonomies to
filings made on EDGAR.
Commenters generally believed that
the draft U.S. GAAP taxonomies are
sufficiently developed for use in the
voluntary program, but acknowledged
that most volunteers will need to create
extensions to meet their reporting
requirements.82 Some commenters
believed there are sufficient software
tools available in the market to create
such extensions, but noted that the
software requires further development
for satisfactory end-user
implementation.83 One commenter,
while strongly supporting the voluntary
program, recommended that the XBRL
specification for the standard
taxonomies be changed to eliminate the
required use of what the commenter
described as its complex proprietary
structure.84 This commenter believed
that the full XBRL specification will not
be useful to financial analysts because
the customized extensions must be
analyzed to determine comparability
has publicly announced that it will finalize the
Investment Company taxonomy by March 31, 2005.
See https://www.xbrl.org.
79 This taxonomy has detailed financial reporting
elements specific to commercial and industrial-type
companies. If a registrant is not a bank, savings
institution, insurance company, broker-dealer or
investment company, it would likely use the
commercial and industrial standard taxonomy. See
https://www.xbrl.org.
80 The investment companies taxonomy was
released for public comment on December 21, 2004
with a request for comments to be submitted by
January 20, 2005.
81 Commenters noted that they were unaware of
any other standard taxonomies that are sufficiently
developed to support Commission submissions.
Some commenters noted that the Commission may
wish to consider allowing volunteers to use
International Financial Reporting Standards,
formerly known as International Accounting
Standards, taxonomies as a means of encouraging
non-U.S. issuers to participate. See the letters from
AAA, CEFASD, FEI, IMA, MSFT and PWC. We are
continuing to consider this suggestion.
82 See, for example, the letters from AAA, AICPA,
FEI, IMA, KPMG, MSFT and PWC.
83 See, for example, the letters from AAA, AICPA,
IMA, MSFT and PWC.
84 See the letter from Linder.
PO 00000
Frm 00011
Fmt 4700
Sfmt 4700
6561
among companies. We expect that the
voluntary program will enable us to
better analyze the adequacy of the
standard taxonomies and whether it
would be desirable to develop our own
taxonomy for some or all regulatory
reporting requirements.85
G. Use of Tagged Data
As discussed in the Proposing
Release, we had considered developing
an application, such as a standard style
sheet, so that users would be able to
view XBRL data in a human readable
format on our Web site. This application
would have converted XBRL files into a
document that would have the
appearance of traditional financial
information, such as a balance sheet or
income statement.
Commenters generally did not
support a standard style sheet.86 Some
commenters believed that a standard
style sheet was not feasible because it
would not be able to render
extensions.87 A style sheet that could
not render extensions would not display
all the information tagged from the
corresponding official EDGAR filing.
We have decided to commence the
voluntary program without providing a
style sheet or other rendering
application on our Web site. Users of
EDGAR data on https://www.sec.gov will
be able to download the XBRL data to
perform their own financial analysis if
they have appropriate software.88 We
plan to continue to analyze rendering
and other capabilities and we may add
these features in the future. Users will
continue to be able to view the official
filing in ASCII or HTML format, as they
can today.
H. Liability Issues
Because the voluntary program is
experimental, contains other
appropriate safeguards, and should not
unnecessarily deter volunteers from
participating, the revised rules provide
limited protections from liability under
the federal securities laws. Commenters
generally supported the proposed
liability protections; 89 however, several
commenters requested clarification as
further discussed below. Accordingly,
85 The letter from AAA noted that the
Commission should develop a small taxonomy that
covers the key reporting elements.
86 See, for example, the letters from AAA,
CEFASD, IMA, KPMG and PWC. One commenter,
however, stated that the Commission should
provide a standard template to render information
and allow participants to provide their own
company specific presentation template. See the
letter from Grant Thornton.
87 See the letters from CEFASD, IMA and KPMG.
88 See the letters from Blastradius and FEI.
89 See, for example, AAA, AICPA and FEI.
E:\FR\FM\08FER1.SGM
08FER1
6562
Federal Register / Vol. 70, No. 25 / Tuesday, February 8, 2005 / Rules and Regulations
we are adopting Rule 402 as proposed
with minor clarifying revisions.90
Rule 402(a) generally will provide
that XBRL-Related Documents
submitted in the program:
• Are not deemed filed for purposes
of Section 18 of the Exchange Act 91 or
Section 34(b) of the Investment
Company Act 92 or otherwise subject to
the liability of these sections; 93
• Are not deemed incorporated by
reference; 94
• Are subject to all other liability and
anti-fraud provisions of the Exchange
Act and Investment Company Act; 95
and
• Are deemed filed for purposes of
Rule 103 of Regulation S–T.96
Rule 402(b) provides additional relief
from liability under the Securities Act,
Exchange Act, Public Utility Holding
Company Act, Trust Indenture Act and
Investment Company Act for
information in a volunteer’s XBRLRelated Documents that complies with
the content and format requirements of
Rule 401, to the extent that the
information in the corresponding
90 This rule will not affect in any way
participants’ existing obligations with respect to
official filings. The official financial information
required to be filed by participants in HTML or
ASCII will continue to be subject to the liability
provisions of the federal securities laws.
91 15 U.S.C 78r.
92 15 U.S.C. 80a–33(b). We modified proposed
Rule 402(a) by omitting references to the XBRLRelated Documents as not deemed filed under
Section 16 of the Public Utility Holding Company
Act of 1935 (‘‘Public Utility Holding Company
Act’’) [15 U.S.C. 79p] and Section 323 of the Trust
Indenture Act of 1939 (‘‘Trust Indenture Act’’) [15
U.S.C. 77www]. We omitted these references as
unnecessary because XBRL-Related Documents
only will be submitted as exhibits to filings under
the Exchange Act and the Investment Company Act.
93 We will caution users on the Commission’s
Web site that, although XBRL-Related Documents
are required to comply with format and content
requirements related to the corresponding official
filing, the purpose of submitting the XBRL-Related
Documents is to test the related format and
technology and, as a result, investors and others
should continue to rely on the official version of the
filing and not rely on the XBRL-Related Documents
in making investment decisions.
94 Because the XBRL-Related Documents will not
be filed under the Exchange Act, they will not be
incorporated by reference into registration
statements filed under the Securities Act or
prospectuses they contain. These protections will
apply regardless of whether the documents are
exhibits to a document otherwise incorporated by
reference into a filing.
95 For example, material misstatements or
omissions in an XBRL submission will continue to
be subject to liability under Section 10(b) [15 U.S.C.
78j(b)] and Rule 10b–5 [17 CFR 240.10b–5] under
the Exchange Act.
96 17 CFR 232.103. Rule 103 generally provides
that an electronic filer is not subject to liability as
to an error or omission in an electronic filing
resulting solely from electronic transmission errors
beyond the control of the filer if the filer corrects
the problem through an amendment as soon as
reasonably practicable after the filer becomes aware
of the problem.
VerDate jul<14>2003
14:45 Feb 07, 2005
Jkt 205001
portion of the official EDGAR filing was
not materially false or misleading.97
Rule 402(b) also provides additional
relief from liability to volunteers that
fail to comply with the content and
format requirements of Rule 401 if:
• The volunteer has made a good
faith and reasonable attempt to comply
with the content and format
requirements,
• As soon as reasonably practicable
after the volunteer becomes aware that
the information in the XBRL-Related
Documents does not comply with the
content and format requirements, the
volunteer amends the XBRL-Related
Documents to correct the problem, and
• The information in the
corresponding official EDGAR filing was
not materially false or misleading.
As discussed earlier, several
commenters asked us to clarify the
reference in proposed Rule 402(b) to
presenting information in the XBRLRelated Documents that ‘‘reflects the
same information as appears in the
corresponding portion of the official
version of the filing to which they
relate.’’ 98 Accordingly, Rule 402(b), as
adopted, clarifies the reference by
specifying that the information must
comply with the content and format
requirements of Rule 401.
One commenter asserted that
proposed Rule 402(b) established a
‘‘negligence’’ standard and suggested
that we establish an ‘‘actual knowledge’’
standard instead. We have decided to
adopt the standard as proposed. A
volunteer that fails to satisfy Rule 402(b)
still may rely on the liability protections
of Rule 402(a). In addition, the
Commission has provided similar
protections to those in Rule 402 in other
appropriate circumstances and it
appears that these protections are
workable for filers in those
circumstances.99
97 XBRL-Related Documents that do not meet the
requirements for the relief provided by Rule 402(b)
still would receive the relief provided by Rule
402(a). In adopting Rule 402(a) we changed our
proposal to remove references to liability relief
under the Securities Act, Public Utility Holding
Company Act and Trust Indenture Act because
XBRL-Related Documents cannot be submitted
under those Acts. We maintained these references
in Rule 402(b), however, because, unlike Rule
402(a), Rule 402(b)’s protections are not tied to
filing status.
98 See, for example, the letters from AICPA, D&T,
NYSBA and PWC.
99 See, for example, General Instruction B.2 of
Form 8–K (‘‘The information in a report furnished
pursuant to Item 2.02 (Results of Operations and
Financial Condition) or Item 7.01 (Regulation FD
Disclosure) shall not be deemed to be ‘filed’ for
purposes of Section 18 of the Exchange Act or
otherwise subject to the liabilities of that section
unless the registrant specifically states that the
information is to be considered ‘filed’ under the
Exchange Act or incorporates it by reference into a
filing under the Securities Act or Exchange Act.’’).
PO 00000
Frm 00012
Fmt 4700
Sfmt 4700
Finally, for purposes of the voluntary
program, new paragraph (f) of Rules
13a–14 and 15d–14 under the Exchange
Act and new paragraph (d) of Rule 30a–
2 under the Investment Company Act
provide that XBRL-Related Documents
are not subject to the certification
requirements of these rules.100
One commenter voiced concern that
investment companies would be
discouraged from participating in the
voluntary program if they were required
to provide additional certifications
when filing amendments whose sole
purpose was to submit XBRL-Related
Documents attached as exhibits.101 The
commenter emphasized that the concern
applied to investment companies in
particular because operating companies
can file a Form 8–K rather than an
amendment to submit XBRL-Related
Documents after the corresponding
official EDGAR filing has been filed.
Rule 12b–15 under the Exchange Act 102
and Rule 8b–15 under the Investment
Company Act 103 generally provide that
any amendment to a filing that required
a certification must contain another
certification. We clarify that, consistent
with the exclusion of XBRL-Related
Documents from the disclosure
certification requirements discussed
above, an amendment whose sole
purpose is to submit XBRL-Related
Documents attached as exhibits for the
voluntary program is not subject to the
certification requirements of Rule 12b–
15 under the Exchange Act and Rule
8b–15 under the Investment Company
Act.
Two of the items these certifications
must address are internal control over
financial reporting and disclosure
controls and procedures.104 In this
regard, several commenters asked us to
clarify that XBRL-Related Documents
are not subject to the internal control
over financial reporting and disclosure
controls and procedures provisions 105
100 As a result of recently adopted rule revisions,
we are adopting new paragraph (f) rather than the
proposed new paragraph (h) of Rules 13a–14 and
15d–14. After we issued the Proposing Release, we
adopted amendments to Rules 13a–14 and 15d–14,
effective March 8, 2005, that, among other things,
remove paragraphs (f) and (g) of these rules.
Consequently, in order to add a new last paragraph
to each of these rules, we add paragraph (f). See
Release No. 33–8518 (Dec. 22, 2004) [70 FR 1506].
101 See the letter from ICI.
102 17 CFR 240.12b–15.
103 17 CFR 270.8b–15.
104 See, for example, Item 601(b)(31)(i) of
Regulation S–K [17 CFR 229.601(b)(31)(i)].
105 See Exchange Act Rule 13a–15(e) and
Investment Company Act Rule 30a–3(c) (defining
‘‘disclosure controls and procedures’’) and
Exchange Act Rule 13a–15(f) and Investment
Company Act Rule 30a–3(d) (defining ‘‘internal
control over financial reporting’’) [17 CFR 240.13a–
15(e), 270.30a–3(c), 240.13a–15(f) and 270.30a–
3(d)].
E:\FR\FM\08FER1.SGM
08FER1
Federal Register / Vol. 70, No. 25 / Tuesday, February 8, 2005 / Rules and Regulations
that we have adopted after passage of
the Sarbanes-Oxley Act.106 We clarify
that, for purposes of the voluntary
program and consistent with the
exclusion of XBRL-Related Documents
from the disclosure certification
requirements discussed above, XBRLRelated Documents are not subject to
any of the internal control over financial
reporting provisions adopted under
Section 404 of the Sarbanes-Oxley Act
or the disclosure controls and
procedures provisions.107
III. Paperwork Reduction Act
The new and amended rules contain
‘‘collection of information’’
requirements within the meaning of the
Paperwork Reduction Act of 1995
(‘‘PRA’’).108 We published a notice
requesting comment on the collection of
information requirements in the
Proposing Release, and submitted a
request to the Office of Management and
Budget (‘‘OMB’’) for review in
accordance with the PRA.109 OMB
approved the request on a pilot basis.
An agency may not conduct or sponsor,
and a person is not required to respond
to, an information collection unless it
displays a currently valid OMB control
number.
The title of the new collection of
information is ‘‘Voluntary XBRL-Related
Documents’’ (OMB Control No. 3235–
0611). This collection of information
stems from already existing regulations
and forms adopted under the Exchange
Act and Investment Company Act that
set forth financial disclosure
requirements for annual and periodic
reports as well as current reports.110 The
new and amended rules will allow
registrants to furnish specified financial
information in XBRL-Related
Documents as exhibits to their current
or periodic reports filed on EDGAR. The
specified financial information already
is required under existing periodic and
annual report requirements, but will be
tagged using XBRL. During the
voluntary program, registrants will
106 See, for example, the letters from E&Y
(addressing internal control over financial
reporting) and NYSBA (addressing internal control
over financial reporting and disclosure controls and
procedures).
107 Section 404 and the rules we have adopted
under that section do not apply to registered
management investment companies.
108 44 U.S.C. 3501 et seq.
109 44 U.S.C. 3507(d) and 5 CFR 1320.11.
110 The proposed voluntary program allows for
XBRL-Related Documents to be furnished in
connection with Exchange Act registration through
Forms 10, 10–SB and 20–F. We expect, however,
that volunteers for the program will already be
subject to Exchange Act reporting requirements
and, as a result, do not include an analysis relating
to Forms 10 and 10–SB or, to the extent it can be
used to for Exchange Act registration, Form 20–F.
VerDate jul<14>2003
14:45 Feb 07, 2005
Jkt 205001
continue to include this information in
ASCII or HTML format in their official
EDGAR filings, but also will furnish the
XBRL tagged data as exhibits to these
filings. The XBRL-Related Documents
will consist of an instance document, a
schema file,111 and linkbase files.112
Submission of XBRL-Related
Documents will be voluntary and the
information submitted will not be kept
confidential.
We estimate for PRA purposes that
each of 80 participants will submit four
sets of XBRL-Related Documents per
year that will result in an internal
preparation burden of 60 hours per year
and an external cost of $6,333 per
year.113 We base this estimate on
discussions regarding XBRL and data
tagging in general.114
Two commenters responded to our
request for comments on the PRA.115
Neither commenter addressed
specifically our actual estimates.
One commenter stated that our cost
estimates are based on current manual
processes, ignore costs to those other
than preparers and do not address the
cost savings the commenter expects will
accrue in connection with preparation,
distribution and analysis of financial
information over time as XBRL and the
111 The XBRL data file that a participant creates
can adhere to either a standard taxonomy or a
standard taxonomy with extensions. Extensions to
the standard taxonomy further refine the data
contained in the standard taxonomy so that the
XBRL data can present the information in the
corresponding official EDGAR filing. Such
extensions would be included in a schema file. For
additional detail regarding schema files, see Section
II.C.2 of the Proposing Release.
112 Linkbase files, in general, manage references,
labels and relationships for an instance document.
For additional detail regarding linkbase files, see
Section II.C.3 of the Proposing Release.
113 In our initial PRA request, our external cost
estimate of $6,000 focused on the cost of
professionals and consultants. It is our
understanding that many participants will also have
annual software licensing costs. From further
discussions with software providers and others
familiar with XBRL, we estimate that the cost of
licensing software will range from $200 to $3,000
each year, with the majority of companies licensing
less complex XBRL software in the $200 to $500
range. We also understand from these discussions
that software providers have indicated that they
intend to provide these products for free in the
initial stages of the voluntary program. In order to
determine a price estimate, we base our software
cost estimate at $500, which is the highest cost for
the simpler XBRL software license. We have further
assumed that the first year license fee will be
waived. Because the PRA estimates represent the
average burden over a three-year period, we
estimate the average burden for software license
costs to be $333 per year.
114 See Proposing Release Section VII.A.1 for a
further description of our PRA estimate. We note
that we expect 80 participants per year. The
calculations presented in the description in the
Proposing Release based on the expected number of
participants per year were based on 80 participants
a year.
115 See the letters from AICPA and PWC.
PO 00000
Frm 00013
Fmt 4700
Sfmt 4700
6563
process efficiencies it enables take hold.
As to non-preparer costs, the commenter
asserted that public accounting firms
will need to invest in training and skill
development to enable them to provide
the assurance on XBRL data that the
public ultimately will expect.116 These
comments do not raise issues for our
PRA estimates because our estimates are
based on registrant costs.
Similarly, the other commenter
asserted that our cost estimates fall short
because they are based on the need of
most registrants to automate what are
today almost entirely manual reporting
processes, take into account the cost to
prepare but not consume information
and omit anticipated cost savings over
time as adoption of XBRL spreads to
more internal and external processes of
information exchange.117
We note that for PRA purposes we
estimate the average yearly cost to a
registrant that participates in the
voluntary program over a three-year
period.118 Consequently, our estimates
are intended to reflect both initial cost
and on-going cost over a three-year
period. In calculating these costs, we
have tried to take into account, among
other things, the current state of
reporting process automation,
automation that likely would be
introduced in connection with the
initial cost incurred and the efficiencies
that likely would be realized over the
course of three years.
As reflected throughout this release,
we also received comments, not
specifically in response to the PRA,
directed at the substance of the new and
amended rules. As previously
discussed, we have revised the
proposals in response to these
comments. As noted earlier, we are
adding to proposed Rule 401
requirements to label XBRL data as
‘‘unaudited’’ or ‘‘unreviewed,’’ provide
cautionary language concerning reliance
on XBRL-Related Documents and, in
some cases, reference the official filing
from which XBRL data was derived. In
this regard, we note the revision to
proposed Rule 401 to make it optional,
rather than required, to tag financial
statement footnotes would reduce the
burden.119 Therefore, on balance, we do
not change our estimates.
116 See
the letter from AICPA.
the letter from PWC.
118 While the PRA requires an estimate based on
a hypothetical three years of participation, as noted
earlier, a registrant could participate in the
voluntary program by submitting XBRL data over a
shorter period or even just once as the registrant
chooses.
119 See Proposing Release, Part VII for a
description of, and the burden estimates for, the
117 See
E:\FR\FM\08FER1.SGM
Continued
08FER1
6564
Federal Register / Vol. 70, No. 25 / Tuesday, February 8, 2005 / Rules and Regulations
Compliance with the amendments is
mandatory for those who wish to
participate in the voluntary program.
There is no retention period for the
information disclosed.
IV. Cost-Benefit Analysis
The adopted voluntary program
reflects our desire to increase EDGAR’s
efficiency and utility. The tagging of
financial and other information
submitted to us through EDGAR has the
potential to improve the analysis of that
information. In order to evaluate data
tagging, we are allowing registrants to
furnish XBRL-Related Documents as
exhibits to their official EDGAR filings.
A. Benefits
We believe that tagged financial
information may allow more efficient
and effective retrieval, research and
analysis of financial information
through automated means. The adopted
voluntary program will assist us in
assessing whether using XBRL tagged
financial information enhances the
analysis of financial information
included in Commission filings. The
voluntary program also will facilitate
our ability to assess the technical
requirements of processing XBRLRelated Documents using EDGAR.
Today, a number of companies use
the financial information provided on
EDGAR to create databases of tagged
information that they resell to users of
the information. Allowing registrants to
tag their own financial data has the
potential to reduce third party
participation in the tagging process and
may reduce the cost of access to tagged
information. Data tagging by registrants
may make the tagging process more
accurate. Additionally, the voluntary
program may benefit registrants and the
public by permitting experimentation
with data tagged using XBRL. In the
future, increased availability of
accurate, tagged financial information
could reduce the cost of research and
analysis and create new opportunities
for companies that compile, provide and
analyze data to provide more value
added services. Enhanced access to
tagged information has the potential to
increase analyst coverage and investor
interest in a registrant’s securities,
which could increase liquidity in the
market and lower the cost of capital.
These benefits, however, are difficult to
quantify and may only be realized if a
significant number of registrants
provide data in XBRL format. Many of
voluntary program. We note that we expect 80
participants per year. The calculations presented in
the description based on the expected number of
participants per year were based on 80 participants
a year.
VerDate jul<14>2003
14:45 Feb 07, 2005
Jkt 205001
the commenters cited one or more of
these or related potential benefits.
As to related benefits, commenters
stated, among other things, that:
• XBRL will lower the cost of
producing information through
automation;120
• XBRL will free resources from
manual reporting to do work that adds
value to the business;121
• XBRL-tagged data will motivate
registrants to provide comparable
information;122
• Registrants that use XBRL internally
will have improved internal reporting
processes;123 and
• Tagged data may assist auditors.124
One commenter asserted that, in order
to realize the benefit of enhanced
financial analysis, XBRL must be
revised by:
• Restructuring the taxonomies to
break down items into a more
hierarchical format without alternative
classification locations that can lead to
non-comparable data;
• Enabling end-users to validate and
read the level of adherence to the
standard industrial taxonomies without
high-level XBRL processing; and
• Eliminating duplicate elements in
the standard industrial taxonomies so
end users can map to a spreadsheet
template or EDGAR web site/style sheet
without complex programming code.125
Another commenter stated that the
Commission should be able to assess
more effectively whether the benefits of
full-scale implementation justify the
costs by taking steps in the initial
implementation of XBRL to assess:
• How XBRL is being used by
investors and analysts;
• Whether the structure of the XBRL
specification facilitates broad-based use
by sophisticated users and third-party
software developers; and
• Whether adequate safeguards are in
place to ensure that the data is prepared
and disseminated correctly.126
We acknowledge these commenters’
concerns and suggestions. We plan to
the letters from AICPA and PWC.
the letter from PWC.
122 See the letters from AAA, D&T (market
demand will encourage registrants to adopt
financial reporting practices that increase
comparability) and Spredgar (XBRL would produce
comparable data across companies).
123 See the letters from AAA, Bus Wire and IMA
(creation of financial data in an XML-based
language will prepare the registrant to re-use the
data for internal reporting activities that might help
the registrant improve its internal controls).
124 See the letter from D&T (tagged data allows
auditors to do better risk assessment and analytics
and may allow systematic identification of unusual
transactions the net result of which may be a more
effective and efficient audit process).
125 See the letters from Linder and NYSSA
(supports these changes).
126 See the letter from NYSSA.
PO 00000
120 See
121 See
Frm 00014
Fmt 4700
Sfmt 4700
monitor the voluntary program
accordingly.
B. Costs
The voluntary program will lead to
some additional costs for registrants
choosing to furnish XBRL-Related
Documents as exhibits to their periodic
and current reports. Some companies
may already tag their financial
information using XBRL, in which case
the additional cost of submitting XBRLRelated Documents will be minimal.
The proposals do not dictate that
companies follow any particular
procedure; however, some participants
may choose to acquire additional
software or hire consultants to assist
them with data tagging. Based on
discussions with software providers and
others familiar with XBRL, we estimate
that between 60 and 100 registrants will
participate in the voluntary program at
an annual cost per registrant based on
our PRA estimates.127 Based on the
foregoing discussion, we estimate the
aggregate cost to registrants that choose
to participate in the voluntary program
will be between $1,009,980 and
$1,683,300 in the first year.128
Due to the recent development of the
technology, we have had limited data to
quantify the cost of implementing data
tagging using XBRL. Further, methods of
tagging data may vary considerably,
making accurate cost estimates difficult.
In the future, there may be additional
costs to participants in the EDGAR data
stream, including lower demand for
data tagging and data dissemination.
The availability of registrant tagged
data, however, may provide these
127 To determine the annual cost, assuming 80
registrants will participate, we estimate that the
incremental burden would result in 4800 internal
burden hours and $506,640 in external costs
including $26,640 in software licensing costs.
Assuming a cost of $175 per hour for in-house
professional staff, the total cost associated with
internal burden hours would be $840,000.
Consequently, the PRA cost estimate is $1,346,640
or $16,833 per registrant. Proposing Release note 87
inadvertently overestimated the number of internal
burden hours and, as a result, also overestimated
the total in-house professional staff cost and the
aggregate cost estimate on both per registrant and
gross bases.
128 Based on discussions with software providers
and others familiar with XBRL, we believe that our
initial estimate of software costs at $3,000 per
registrant is not an accurate assumption of the
average cost to participants. We currently
understand that annual software licensing costs will
likely range between $200 and $3,000 and that a
number of software providers intend to provide
XBRL software free in the initial stages of the
program. We have revised our PRA estimates to
account for software licensing costs and no longer
treat them separately in the cost-benefit analysis.
The figures in this release correct the estimates
provided in the Proposing Release.
E:\FR\FM\08FER1.SGM
08FER1
Federal Register / Vol. 70, No. 25 / Tuesday, February 8, 2005 / Rules and Regulations
participants with alternative business
opportunities.129
In the Proposing Release, we sought
comments and supporting data on our
estimates. We received no comments
specifically on the estimates we
provided in our cost-benefit
discussion.130 Three commenters
expressly cited software and personnel
costs as we did in the Proposing
Release.131 Some commenters cited
other specific types of costs.
For example, two commenters
suggested that the initial cost of
participating in the voluntary program
would be significant.132 Two
commenters suggested that costs would
go down over time,133 while one
commenter stated that the costs would
remain significant.134
Two commenters emphasized that
XBRL is complex. One commenter
asserted that its complexity has the
potential to cause errors in both
preparation and dissemination of
financial data.135 The other commenter
stated that the XBRL specification,
though openly disclosed, is so complex
that it virtually requires use of
specialized software tools to create,
access and validate data and, as a result
increases costs, reduces transparency,
raises the potential for erroneous data
use, unduly complicates the analytical
process, restricts analytical creativity
and violates the easy equal access
nature of EDGAR.136
One commenter suggested that
registrants that participate in the
voluntary program at the outset may
129 For example, an entity that traditionally has
focused on data dissemination might be able to redirect its data processing abilities to perform and
sell analyses of registrant-tagged data.
130 We note, however, the estimates we provided
in our cost-benefit discussion were based on our
PRA estimates that two commenters questioned as
previously discussed in Section III.
131 See the letters from AAA, D&T and IMA.
132 See the letters from D&T and NYSSA. One
commenter stated that it believed the assumed
investment in training and workload to produce the
first filing has been underestimated. See the letter
from Grant Thornton.
133 See the letters from D&T and PWC. Another
commenter addressing costs over time stated that
the cost of capital will be reduced in relation to
improved transparency and timeliness and this
reduction would more than offset the costs of XBRL
if XBRL’s potential benefits were realized. See the
letter from AAA.
134 See the letter from NYSSA.
135 See the letter from NYSSA.
136 See the letters from Linder and NYSSA (some
of its members are concerned that XBRL is so
complex that it would be difficult and costly for
even sophisticated users to create applications).
Another commenter stated, however, that unless
taxonomies are a good fit with companies’ reporting
practices, there will be a potential loss of data that
would force the capital markets to process two sets
of data with a negative effect on trust that increases
relational risk and, consequently, the cost of capital.
See the letter from AAA.
VerDate jul<14>2003
14:45 Feb 07, 2005
Jkt 205001
face a costly reworking of their XBRL
implementation as methods and
procedures are refined and, to minimize
this, the Commission could encourage
experimentation but should oversee full
implementation of XBRL by a small
subset of registrants to make any
appropriate adjustments before broad
implementation.137
We intend to monitor the voluntary
program as to complexity, ongoing
adjustments and other matters.
V. Final Regulatory Flexibility Analysis
We prepared this Final Regulatory
Flexibility Analysis (‘‘FRFA’’), in
accordance with the Regulatory
Flexibility Act.138 This FRFA relates to
amendments we are adopting that allow
registrants, on a voluntary basis, to tag
financial information in specified filings
using XBRL. The amendments set forth
the method by which a registrant
participating in the voluntary program
may furnish XBRL-Related Documents
as an exhibit to its official EDGAR filing.
A. Reasons for, and Objectives of, the
Amendments
The purpose of the amendments is to
further our ability to assess the
feasibility and desirability of using
tagged data on a more widespread basis
in EDGAR filings. We believe the
program to accept XBRL-Related
Documents through EDGAR on a
voluntary basis will better enable us to
study the extent to which XBRL
enhances the comparability of that data,
its usefulness for financial analysis, and
our staff’s ability to review and assess
filings. In addition, the voluntary
program will help us assess the effect of
XBRL data tagging on the quality and
transparency of financial information as
well as the compatibility of XBRL data
tagging with the Commission’s financial
reporting requirements.
B. Significant Issues Raised by Public
Comment
The Initial Regulatory Flexibility Act
Analysis (‘‘IRFA’’) appeared in the
Proposing Release. We requested
comment on any aspect of the IRFA,
including the number of small entities
that would be affected by the proposals,
the nature of the impact, and how to
quantify the impact of the proposals.
Two commenters specifically
responded to our request.139 Both
commenters stated that:
• It is difficult to quantify the impact
of the proposed rules on small entities;
• The impact will include the initial
investment for first-time creation of an
PO 00000
instance document followed by more
efficient creation of subsequent instance
documents;
• Small entities that participate will
benefit from greater market visibility
due to the ability of analysts to
incorporate their results quickly into
their analysis; and
• Additional exemptions should not
be required during the early stages of
the voluntary program and the
extension of the program throughout
calendar 2005 will enable more small
entities to participate after their initial
reporting under the Sarbanes-Oxley
requirements.
One of the commenters asserted that
many small entities may choose to defer
participation until system developers
provide the ability to create XBRL
documents as a standard output option,
thereby making the process much easier
and cheaper.140 Similarly, the other
commenter stated that it expected small
entities, having documented their
reporting processes and controls, to
automate their systems and in doing so
implement XBRL-enabled streamlining
of their reporting.141
C. Small Entities Subject to the
Amendments
The voluntary program may have an
impact on three broad categories of
small entities: all filers; participants in
the voluntary program; and non-filers
that interact with EDGAR. Filers include
operating companies and investment
companies. Under Exchange Act Rule
0–10, for purposes of the Regulatory
Flexibility Act, an issuer, other than an
investment company, that on the last
day of its most recent fiscal year, has
total assets of $5 million or less is a
‘‘small business’’ or ‘‘small
organization.’’ 142 We estimate there are
approximately 2500 small operating
company issuers. Under Rule 0–10
under the Investment Company Act, an
investment company is a small entity if
it, together with other investment
companies in the same group of related
investment companies, has net assets of
$50 million or less as of the end of its
most recent fiscal year.143 We estimate
that there are approximately 186
investment companies that file reports
on Forms N–CSR and N–Q that meet
this definition. These and other filers
may be affected by any change to the
EDGAR system.
A small subset of these operating and
investment company issuers may
voluntarily participate in the program;
140 See
137 See
the letter from NYSSA.
138 5 U.S.C. 603.
139 See letters from AICPA and PWC.
Frm 00015
Fmt 4700
Sfmt 4700
6565
the letter from AICPA.
the letter from PWC.
142 17 CFR 240.0–10.
143 17 CFR 270.0–10.
141 See
E:\FR\FM\08FER1.SGM
08FER1
6566
Federal Register / Vol. 70, No. 25 / Tuesday, February 8, 2005 / Rules and Regulations
however, we estimate that number will
be very low.
Finally, the dissemination of XBRL
data may have an impact on those
entities that interact with the EDGAR
data stream. We are aware that entities
have developed certain products and
services based on data in EDGAR; many
entities disseminate, re-package, analyze
and sell the information. The
Commission does not regulate all these
entities and therefore it is currently not
feasible to accurately estimate the
number or size of these potentially
affected entities. We sought comment on
the number of small entities that would
be impacted by the proposal and did not
receive any additional information that
would allow us to accurately estimate
the number or size of these potentially
affected entities.
feasibility and desirability of using
tagged data on a more widespread basis.
Provision of the XBRL-Related
Documents is voluntary. We have
considered different or simpler
requirements for small entities. For
tagged data to provide benefits such as
ready comparability, however, the data
tagging system cannot have alternative
requirements. Similarly, in order to
achieve the benefits of data tagging, use
of a single data tagging technology is
necessary. If we determine to require
data tagging in the future, we will look
to the results of the voluntary program
to find alternatives to minimize any
burden on small entities. Two
commenters stated that additional
exemptions should not be required for
small entities during the early stages of
the voluntary program.144
The adopted amendments seek to
implement a voluntary program and are
intended to help us evaluate the
usefulness to registrants, investors and
the Commission of data tagging in
general, and XBRL in particular. We
believe that the amendments will
promote efficiency because tagged data
may allow more efficient and effective
retrieval, research and analysis of
financial information through
automated means. Because the program
is voluntary and the amendments are
designed to permit filers to provide
information in a format that we believe
has the potential to be more useful to
investors, we believe the amendments
do not impose any burden on
competition that is not necessary or
appropriate in furtherance of the
purposes of the Exchange Act.
D. Projected Reporting, Recordkeeping,
and Other Compliance Requirements
VI. Consideration of Impact on the
Economy, Burden on Competition and
Promotion of Efficiency, Competition,
and Capital Formation
Section 23(a)(2) of the Exchange
Act 145 requires us, when adopting rules
under the Exchange Act, to consider the
impact that any new rule would have on
competition. In addition, Section
23(a)(2) prohibits us from adopting any
rule that would impose a burden on
competition not necessary or
appropriate in furtherance of the
purposes of the Exchange Act.
Furthermore, Section 2(b) 146 of the
Securities Act, Section 3(f) 147 of the
Exchange Act, and Section 2(c) 148 of the
Investment Company Act require us,
when engaging in rulemaking where we
are required to consider or determine
whether an action is necessary or
appropriate in the public interest, to
consider, in addition to the protection of
investors, whether the action will
promote efficiency, competition, and
capital formation.
In the Proposing Release, we
considered the amendments in light of
the standards set forth in the above
statutory sections. We requested
comment on whether the proposals, if
adopted, would promote efficiency,
competition and capital formation or
have an impact or burden on
competition. We also requested
commenters to provide empirical data
and other factual support for their views
if possible. No commenter addressed
anti-competitive effects.149 Some
commenters addressed efficiency and
capital formation which we considered
and addressed in the cost-benefit
section.
VII. Statutory Basis and Text of
Amendments
The voluntary program is an
experiment to determine the feasibility
of using XBRL on a broader basis.
Therefore, the cost of participating, the
burden on the EDGAR system and the
possible effect on those entities that use
the EDGAR data stream are somewhat
speculative at this point.
As the amendments relate to a
voluntary filing program, no registrant is
required to file XBRL-Related
Documents. If a voluntary participant
already uses XBRL to tag data, it may
incur minimal additional cost to
participate. Other participants who wish
to volunteer may have to purchase
software or retain a consultant to assist
in tagging data. The inclusion of XBRLRelated Documents on EDGAR may also
have effects on other filers, including
small entities, who use the system.
The voluntary program may have
some effect on any entity that interacts
with the data dissemination stream.
Allowing filers to submit information in
XBRL, even voluntarily, may have an
impact on entities providing EDGARbased services and products. The
limited, voluntary nature of the program
will help the Commission assess the
impact, if any, on these entities.
E. Agency Action To Minimize Effect on
Small Entities
The Regulatory Flexibility Act directs
us to consider significant alternatives
that would accomplish the stated
objective, while minimizing any
significant adverse impact on small
entities. The purpose of the proposals is
to further our ability to assess the
144 See
146 15
145 15
the letters from AICPA and PWC.
U.S.C. 78w(a)(2).
147 15
U.S.C. 77b(b).
U.S.C. 78c(f).
We are adopting the amendments
outlined above under Sections 19(a) and
28 of the Securities Act, Sections 3, 12,
13, 14, 15(d), 23(a), 35A and 36 of the
Exchange Act, Section 20(a) of the
Public Utility Holding Company Act,
Section 319(a) of the Trust Indenture
Act, Sections 8, 30 and 38 of the
Investment Company Act and Section
3(a) of the Sarbanes-Oxley Act.
List of Subjects in 17 CFR Parts 228,
229, 232, 240, 249 and 270
Reporting and recordkeeping
requirements, Securities.
For the reasons set forth above, we
amend title 17, Chapter II of the Code of
Federal Regulations as follows:
I
PART 228—INTEGRATED
DISCLOSURE SYSTEM FOR SMALL
BUSINESS ISSUERS
1. The authority citation for Part 228
continues to read in part as follows:
I
Authority: 15 U.S.C. 77e, 77f, 77g, 77h, 77j,
77k, 77s, 77z–2, 77z–3, 77aa(25), 77aa(26),
77ddd, 77eee, 77ggg, 77hhh, 77jjj, 77nnn,
77sss, 78l, 78m, 78n, 78o, 78u–5, 78w, 78ll,
78mm, 80a-8, 80a–29, 80a–30, 80a–37, 80b–
11, and 7201 et seq.; and 18 U.S.C. 1350.
*
*
*
*
*
2. Amend § 228.601 by:
I a. Revising the exhibit table; and
I b. Adding paragraph (b)(100).
The revision and addition read as
follows.
I
§ 228.601 (Item 601)
148 15
U.S.C. 80a–2(c).
discuss efficiency-related issues in Section
149 We
IV.
VerDate jul<14>2003
14:45 Feb 07, 2005
Jkt 205001
PO 00000
Frm 00016
Fmt 4700
Sfmt 4700
Exhibits.
(a) * * *
E:\FR\FM\08FER1.SGM
08FER1
Federal Register / Vol. 70, No. 25 / Tuesday, February 8, 2005 / Rules and Regulations
6567
Exhibit Table
VerDate jul<14>2003
14:45 Feb 07, 2005
Jkt 205001
PO 00000
Frm 00017
Fmt 4700
Sfmt 4725
E:\FR\FM\08FER1.SGM
08FER1
ER08FE05.003</GPH>
BILLING CODE 4310–05–P
Federal Register / Vol. 70, No. 25 / Tuesday, February 8, 2005 / Rules and Regulations
(b) * * *
(100) XBRL-Related Documents. An
electronic filer that participates in the
voluntary XBRL (eXtensible Business
Reporting Language) program may
submit XBRL-Related Documents
(§ 232.11 of this chapter) in electronic
format as an exhibit to: the filing to
which they relate; an amendment to
such filing; or a Form 8–K (§ 249.308 of
this chapter) that references such filing,
if the Form 8–K is submitted no earlier
than the date of that filing.
VerDate jul<14>2003
14:45 Feb 07, 2005
Jkt 205001
PART 229—STANDARD
INSTRUCTIONS FOR FILING FORMS
UNDER SECURITIES ACT OF 1933,
SECURITIES EXCHANGE ACT OF 1934
AND ENERGY POLICY AND
CONSERVATION ACT OF 1975—
REGULATION S–K
3. The authority citation for Part 229
continues to read in part as follows:
I
Authority: 15 U.S.C. 77e, 77f, 77g, 77h, 77j,
77k, 77s, 77z–2, 77z–3, 77aa(25), 77aa(26),
77ddd, 77eee, 77ggg, 77hhh, 77iii, 77jjj,
77nnn, 77sss, 78c, 78i, 78j, 78l, 78m, 78n,
78o, 78u–5, 78w, 78ll, 78mm, 79e, 79j, 79n,
79t, 80a–8, 80a–9, 80a–20, 80a–29, 80a–30,
PO 00000
Frm 00018
Fmt 4700
Sfmt 4700
80a–31(c), 80a–37, 80a–38(a), 80a–39, 80b–
11, and 7201 et seq.; and 18 U.S.C. 1350,
unless otherwise noted.
*
*
*
*
*
4. Amend § 229.601 by:
a. Revising the exhibit table; and
b. Adding paragraph (b)(100).
The revision and addition read as
follows:
I
I
I
§ 229.601 (Item 601)
Exhibits.
(a) * * *
Exhibit Table
Instructions to the Exhibit Table
*
E:\FR\FM\08FER1.SGM
*
08FER1
*
*
*
ER08FE05.004</GPH>
6568
VerDate jul<14>2003
14:45 Feb 07, 2005
Jkt 205001
PO 00000
Frm 00019
Fmt 4700
Sfmt 4725
E:\FR\FM\08FER1.SGM
08FER1
6569
ER08FE05.005</GPH>
Federal Register / Vol. 70, No. 25 / Tuesday, February 8, 2005 / Rules and Regulations
6570
Federal Register / Vol. 70, No. 25 / Tuesday, February 8, 2005 / Rules and Regulations
VerDate jul<14>2003
14:45 Feb 07, 2005
Jkt 205001
PO 00000
Frm 00020
Fmt 4700
Sfmt 4700
E:\FR\FM\08FER1.SGM
08FER1
ER08FE05.006</GPH>
BILLING CODE 8010–01–C
Federal Register / Vol. 70, No. 25 / Tuesday, February 8, 2005 / Rules and Regulations
(b) * * *
(100) XBRL-Related Documents. An
electronic filer that participates in the
voluntary XBRL (eXtensible Business
Reporting Language) program may
submit XBRL-Related Documents
(§ 232.11 of this chapter) in electronic
format as an exhibit to: the filing to
which they relate; an amendment to
such filing; or a Form 8–K (§ 249.308 of
this chapter) that references such filing,
if the Form 8–K is submitted no earlier
than date of that filing.
PART 232—REGULATION S–T—
GENERAL RULES AND REGULATIONS
FOR ELECTRONIC FILINGS
5. The authority citation for Part 232
continues to read as follows:
I
Authority: 15 U.S.C. 77f, 77g, 77h, 77j,
77s(a), 77sss(a), 78c(b), 78l, 78m, 78n, 78o(d),
78w(a), 78ll(d), 79t(a), 80a–8, 80a–29, 80a–
30, 80a–37, and 7201 et seq.; and 18 U.S.C.
1350.
*
*
*
*
*
6. Amend § 232.11 by adding the
following definition in alphabetical
order.
I
§ 232.11
232.
Definition of terms used in part
*
*
*
*
*
XBRL-Related Documents. The term
XBRL-Related Documents means
documents related to presenting
information in eXtensible Business
Reporting Language that are part of a
voluntary submission in electronic
format in accordance with § 232.401.
I 7. Amend § 232.305 by revising
paragraph (b) to read as follows:
§ 232.305 Number of characters per line;
tabular and columnar information.
*
*
*
*
*
(b) Paragraph (a) of this section does
not apply to HTML documents or XBRLRelated Documents (§ 232.11).
I 8. Amend Part 232 by adding an
undesignated center heading and text to
§§ 232.401 and 232.402 to read as
follows:
XBRL-Related Documents
§ 232.401 XBRL-Related Document
submissions.
(a) An electronic filer that participates
in the voluntary XBRL (eXtensible
Business Reporting Language) program
may submit XBRL-Related Documents
(§ 232.11) in electronic format as an
exhibit to: the filing to which they
relate; an amendment to such filing; or,
if the electronic filer is eligible to file a
Form 8–K (§ 249.308 of this chapter) or
a Form 6–K (§ 249.306 of this chapter),
a Form 8–K or a Form 6–K, as
applicable, that references the filing to
VerDate jul<14>2003
14:45 Feb 07, 2005
Jkt 205001
which the XBRL-Related Documents
relate if such Form 8–K or Form 6–K is
submitted no earlier than the date of
that filing. The XBRL-Related
Documents must comply with the
content and format requirements of this
section, be submitted as an exhibit to a
form that contains the disclosure
required by this section and be
submitted in accordance with the
EDGAR Filer Manual and, as applicable,
one of Item 601(b)(100) of Regulation S–
K (§ 229.601(b)(100) of this chapter),
Item 601(b)(100) of Regulation S–B
(§ 228.601(b)(100) of this chapter), Form
20–F (§ 249.220f of this chapter), Form
6–K or § 270.8b–33 of this chapter.
(b) XBRL-Related Documents must
consist of mandatory content and may
consist of optional content but only if
the optional content accompanies the
mandatory content in the same
submission.
(1) Mandatory content consists of a
complete set of information for all
periods presented in the corresponding
official EDGAR filing from one or more
of the following categories (as filed in
the corresponding official EDGAR
filing):
(i) The complete set of financial
statements (the only exceptions are that
notes to the financial statements and
schedules related to the financial
statements may be omitted unless the
electronic filer is a registered
management investment company in
which case it must include Schedule I—
Investments in Securities of Unaffiliated
Issuers (§ 210.12–12 of this chapter));
(ii) Earnings information set forth in
Form 6–K or Items 2.02 or 8.01 of Form
8–K (whether contained in the body of
the Form 6–K or Form 8–K or in an
exhibit, and whether filed or furnished);
or
(iii) Financial highlights or condensed
financial information set forth in Item
8(a) of Form N–1A (§ 239.15A and
§ 274.11A of this chapter), Item 4.1 of
Form N–2 (§ 239.14 and § 274.11a–1 of
this chapter) or Item 4(a) of Form N–3
(§ 239.17a and § 274.11b of this
chapter), as applicable.
(2) Optional content can consist only
of a complete set of information that is:
(i) For all periods presented in the
corresponding official EDGAR filing;
(ii) Related to financial information in
the corresponding official EDGAR filing
that is simultaneously submitted as
mandatory content (as specified in
paragraph (b)(1) of this section); and
(iii) From one or more of the
following categories (as filed in the
corresponding official EDGAR filing):
(A) Audit opinions (as specified by
Rule 2–02 of Regulation S–X (§ 210.2–02
of this chapter));
PO 00000
Frm 00021
Fmt 4700
Sfmt 4700
6571
(B) Interim review reports (as
specified by Rule 10–01(d) of Regulation
S–X (§ 210.10–01(d) of this chapter));
(C) Reports of management on the
financial statements;
(D) Certifications;
(E) Management’s discussion and
analysis of financial condition and
results of operations (as specified by
Item 303 of Regulation S–K (§ 229.303 of
this chapter));
(F) Management’s discussion and
analysis or plan of operation (as
specified by Item 303 of Regulation S–
B (§ 228.303 of this chapter));
(G) Operating and financial review
and prospects (as specified by Item 5 of
Form 20–F); or
(H) Management’s discussion of fund
performance (as specified by Item
22(b)(7) of Form N–1A).
(c) XBRL-Related Documents must
appear in voluntary program format.
XBRL-Related Documents appear in
voluntary program format if:
(1) Each data element (i.e., all text and
all line item names and associated
values, dates and other labels) contained
in the XBRL-Related Documents reflects
the same information in the
corresponding official EDGAR filing
(i.e., the HTML or ASCII version);
(2) No data element contained in the
corresponding official EDGAR filing is
changed, deleted or summarized in the
XBRL-Related Documents;
(3) The XBRL-Related Documents
correlate to the appropriate version of a
standard taxonomy, supplemented with
extension taxonomies as specified in the
EDGAR Filer Manual (§ 232.11);
(4) Each data element contained in the
XBRL-Related Documents is matched
with an appropriate tag in accordance
with any applicable taxonomy; and
(5) The XBRL-Related Documents
contain any additional mark-up related
content (e.g., the XBRL tags themselves,
identification of the core XML
documents used and other technology
related content) not found in the
corresponding official EDGAR filing that
are necessary to comply with the
EDGAR Filer Manual requirements.
(d) The filing with which XBRLRelated Documents are submitted as an
exhibit must contain the disclosures
specified in paragraph (d)(1) of this
section in the location specified in
paragraph (d)(2) of this section.
(1) The filing must disclose:
(i) That the financial information
contained in the XBRL-Related
Documents is ‘‘unaudited’’ or
‘‘unreviewed,’’ as applicable;
(ii) That the purpose of submitting the
XBRL-Related Documents is to test the
related format and technology and, as a
result, investors should not rely on the
E:\FR\FM\08FER1.SGM
08FER1
6572
Federal Register / Vol. 70, No. 25 / Tuesday, February 8, 2005 / Rules and Regulations
XBRL-Related Documents in making
investment decisions; and
(iii) The identity of the corresponding
official EDGAR filing (but only if the
filing is a Form 8–K or Form 6–K or an
amendment to a Form 8–K or Form 6–
K and a purpose of filing the form was
to submit as an exhibit XBRL-Related
Documents that present information
related to financial information filed as
part of a different form in the
corresponding official EDGAR filing).
(2) The disclosures required by
paragraph (d)(1) of this section must
appear, as applicable, in:
(i) The exhibit index of a Form 10–K
(§ 249.310 of this chapter), 10–Q
(§ 249.308a of this chapter), 10
(§ 249.210 of this chapter), 10–SB
(§ 249.210b of this chapter), 10–KSB
(§ 249.310b of this chapter), 10–QSB
(§ 249.308b of this chapter) or 20–F;
(ii) Item 2.02 or 8.01 of a Form 8–K;
or
(iii) The body of a Form 6–K, N–CSR
(§ 274.128 of this chapter) or N–Q
(§ 274.130 of this chapter).
Note to § 232.401: Although XBRL-Related
Documents are required by this section to
comply with content and format
requirements related to the corresponding
official EDGAR filing, the purpose of
submitting the XBRL-Related Documents is
to test the related format and technology and,
as a result, investors and others should
continue to rely on the official version of the
filing and not rely on the XBRL-Related
Documents in making investment decisions.
§ 232.402 Liability for XBRL-Related
Documents.
14:45 Feb 07, 2005
Jkt 205001
PART 240—GENERAL RULES AND
REGULATIONS, SECURITIES
EXCHANGE ACT OF 1934
9. The authority citation for Part 240
continues to read in part as follows:
I
Authority: 15 U.S.C. 77c, 77d, 77g, 77j,
77s, 77z–2, 77z–3, 77eee, 77ggg, 77nnn,
77sss, 77ttt, 78c, 78d, 78e, 78f, 78g, 78i, 78j,
78j–1, 78k, 78k–1, 78l, 78m, 78n, 78o, 78p,
78q, 78s, 78u–5, 78w, 78x, 78ll, 78mm, 79q,
79t, 80a–20, 80a–23, 80a–29, 80a–37, 80b–3,
80b–4, 80b–11, and 7201 et seq.; and 18
U.S.C. 1350, unless otherwise noted.
*
*
*
*
*
10. Amend § 240.13a–14 by adding
paragraph (f) to read as follows:
through 99 and adding paragraph 100 at
the end of ‘‘Instructions as to Exhibits’’
to read as follows:
Note: The text of Form 20–F does not and
this amendment will not appear in the Code
of Federal Regulations.
FORM 20–F
*
*
*
*
*
INSTRUCTIONS AS TO EXHIBITS
*
*
*
*
*
16 through 99 [Reserved]
100. XBRL-Related Documents. XBRLRelated Documents (§ 232.11 of this chapter).
*
*
*
*
*
14. Amend Form 6–K (referenced in
(§ 249.306) by adding paragraph (5) to
General Instruction C to read as follows:
I
Note: The text of Form 6–K does not and
this amendment will not appear in the Code
of Federal Regulations.
Form 6–K
*
*
*
*
*
GENERAL INSTRUCTIONS
*
*
*
*
*
C. * * *
(5) XBRL-Related Documents. XBRLRelated Documents (§ 232.11 of this chapter)
can be submitted if listed as exhibit 100.
*
*
*
*
*
PART 270—GENERAL RULES AND
REGULATIONS, INVESTMENT
COMPANY ACT OF 1940
15. The authority citation for Part 270
continues to read in part as follows:
I
I
§ 240.13a–14 Certification of disclosure in
annual and quarterly reports.
Authority: 15 U.S.C. 80a–1 et seq., 80a–
34(d), 80a–37, and 80a–39, unless otherwise
noted.
*
(a) Not deemed filed for liability
purposes. XBRL-Related Documents,
regardless of whether they are exhibits
to a document incorporated by reference
into a filing:
(1) Are not deemed filed for purposes
of section 18 of the Exchange Act (15
U.S.C. 78r) or section 34(b) of the
Investment Company Act (15 U.S.C.
80a–33(b)) or otherwise subject to the
liabilities of these sections;
(2) Are not deemed incorporated by
reference;
(3) Are subject to all other liability
and anti-fraud provisions of these Acts;
and
(4) Are deemed filed for purposes of
Item 103 of Regulation S–T (§ 232.103).
(b) Accurate reflection of underlying
documents. An electronic filer is not
liable under the Securities Act,
Exchange Act, Public Utility Act, Trust
Indenture Act or Investment Company
Act for information in its XBRL-Related
Documents that complies with the
requirements of Item 401 of Regulation
S–T (§ 232.401) to the extent that such
information was not materially false or
VerDate jul<14>2003
misleading in the corresponding official
EDGAR filing. To the extent the
information in an electronic filer’s
XBRL-Related Documents does not
comply with the requirements of Item
401, the information in the XBRLRelated Documents will be deemed to
comply with Item 401 for purposes of
this paragraph if the electronic filer
makes a good faith and reasonable
attempt to comply with Item 401 and, as
soon as reasonably practicable after the
electronic filer becomes aware that the
information in the XBRL-Related
Documents does not comply with Item
401, the electronic filer amends the
XBRL-Related Documents and, as a
result, the information complies with
Item 401.
*
*
*
*
(f) The certification requirements of
this section do not apply to XBRLRelated Documents, as defined in
§ 232.11 of this chapter.
*
*
*
*
*
I 11. Amend § 240.15d–14 by adding
paragraph (f) to read as follows:
§ 240.15d–14 Certification of disclosure in
annual and quarterly reports.
*
*
*
*
*
(f) The certification requirements of
this section do not apply to XBRLRelated Documents, as defined in
§ 232.11 of this chapter.
*
*
*
*
*
PART 249—FORMS, SECURITIES
EXCHANGE ACT OF 1934
*
*
*
*
*
16. Revise § 270.8b–1 to read as
follows:
I
§ 270.8b–1 Scope of §§ 270.8b–1 to
270.8b–33.
The rules contained in §§ 270.8b–1 to
270.8b–33 shall govern all registration
statements pursuant to section 8 of the
Act (15 U.S.C. 80a–8), including
notifications of registration pursuant to
section 8(a), and all reports pursuant to
section 30(a) or (b) of the Act (15 U.S.C.
80a–29(a) or (b)), including all
amendments to such statements and
reports, except that any provision in a
form covering the same subject matter as
any such rule shall be controlling.
§ 270.8b–2
[Amended]
Authority: 15 U.S.C. 78a et seq. and 7201
et seq.; and 18 U.S.C. 1350, unless otherwise
noted.
17. Amend § 270.8b–2 by revising the
phrase ‘‘§§ 270.8b–1 through 270.8b–32’’
to read ‘‘§§ 270.8b–1 through 270.8b–33’’
in the introductory text of the section.
I 18. Add § 270.8b–33 to read as follows:
*
§ 270.8b–33
I
A registrant that participates in the
voluntary XBRL (eXtensible Business
12. The authority citation for Part 249
continues to read in part as follows:
I
*
*
*
*
13. Amend Form 20–F (referenced in
(§ 249.220f) by reserving paragraphs 16
PO 00000
Frm 00022
Fmt 4700
Sfmt 4700
I
E:\FR\FM\08FER1.SGM
08FER1
XBRL-Related Documents.
Federal Register / Vol. 70, No. 25 / Tuesday, February 8, 2005 / Rules and Regulations
Reporting Language) program may
submit, in electronic format as an
exhibit to a filing on Form N–CSR
(§§ 249.331 and 274.128 of this chapter)
or Form N–Q (§§ 249.332 and 274.130 of
this chapter) to which they relate,
XBRL-Related Documents (§ 232.11 of
this chapter). A registrant that submits
XBRL-Related Documents as an exhibit
to a form must name each XBRL-Related
Document ‘‘EX–100’’ as specified in the
EDGAR Filer Manual and submit the
XBRL-Related Documents in such a
manner that will permit the information
for each series of an investment
company registrant and each contract of
an insurance company separate account
to be separately identifiable. A registrant
may submit such exhibit with, or in an
amendment to, the filing to which it
relates.
I 19. Amend § 270.30a–2 by adding
paragraph (d) to read as follows:
§ 270.30a–2
and N–Q.
Certification of Forms N–CSR
*
*
*
*
*
(d) The certification requirements of
this section do not apply to XBRLRelated Documents, as defined in
§ 232.11 of this chapter.
Dated: February 3, 2005.
By the Commission.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 05–2391 Filed 2–7–05; 8:45 am]
BILLING CODE 8010–01–P
SECURITIES AND EXCHANGE
COMMISSION
17 CFR Part 232
[Release Nos. 33–8528; 34–51128; 35–
27943; 39–2431; IC–26746]
RIN 3235–AG96
Adoption of Updated EDGAR Filer
Manual
Securities and Exchange
Commission.
ACTION: Final rule.
AGENCY:
SUMMARY: The Securities and Exchange
Commission (the Commission) is
adopting revisions to the Electronic Data
Gathering, Analysis, and Retrieval
System (EDGAR) Filer Manual to reflect
updates to the EDGAR system. The
revisions are being made primarily to
support a voluntary program that would
allow the submission of eXtensible
Business Reporting Language (XBRL)
documents to assess the usefulness of
data tagging in general and XBRL in
particular. Revisions are also being
made to provide support for the new
VerDate jul<14>2003
14:45 Feb 07, 2005
Jkt 205001
requirement for filers to enter an
effectiveness date on submission types
485BPOS and 486BPOS; addition of
new Exhibit EX–99.Rule23C1 for Form
N–CSR and rescinding of submission
types N–23C–1 and N–23C–1/A;
changes to submission form type 25,
which the Commission has proposed to
be filed electronically by a national
securities exchange to delist and/or
deregister a class of securities under
Section 12(b) of the Exchange Act, and
by an issuer to voluntarily remove a
class of securities from listing on a
national securities exchange and/or
registration under Section 12(b); and the
list of Self-Regulatory Organizations in
Appendix C section C.1.5 of the EDGAR
Release 8.10 EDGARLink Filer Manual
has been updated to show the name
change of Cincinnati Stock Exchange to
National Stock Exchange.
The revisions to the Filer Manual
reflect changes within Volumes I, II and
III, entitled ‘‘EDGAR Release 8.10
EDGARLink Filer Manual,’’ ‘‘EDGAR
Release 8.10 N–SAR Supplement Filer
Manual,’’ and ‘‘EDGAR Release 8.10
OnlineForms Filer Manual’’
respectively. The updated manual will
be incorporated by reference into the
Code of Federal Regulations.
EFFECTIVE DATES: February 7, 2005. The
incorporation by reference of the
EDGAR Filer Manual is approved by the
Director of the Federal Register as of
February 7, 2005.
FOR FURTHER INFORMATION CONTACT: In
the Office of Information Technology,
Rick Heroux, at (202) 942–8800; for
questions concerning the Division of
Investment Management filings, in the
Division of Investment Management,
Ruth Armfield Sanders, Senior Special
Counsel, at (202) 942–0978; for
questions concerning the Division of
Corporation Finance filings, in the
Division of Corporation Finance,
Herbert Scholl, Office Chief, EDGAR
and Information Analysis, at (202) 942–
2940; for questions concerning the
Division of Market Regulation filings, in
the Division of Market Regulation,
Sharon Lawson, Senior Special Counsel,
at (202) 942–0182; for questions
concerning the Office of the Chief
Accountant, Jeff Naumann, Enabling
Technologies Specialist, at (202) 942–
4400; and, in the Office of Filings and
Information Services, Margaret A. Favor,
at (202) 942–8900.
SUPPLEMENTARY INFORMATION: Today we
are adopting an updated EDGAR Filer
Manual (Filer Manual). The Filer
Manual describes the technical
formatting requirements for the
preparation and submission of
electronic filings through the EDGAR
PO 00000
Frm 00023
Fmt 4700
Sfmt 4700
6573
system.1 It also describes the
requirements for filing using
modernized EDGARLink.2
The Filer Manual contains all the
technical specifications for filers to
submit filings using the EDGAR system.
Filers must comply with the applicable
provisions of the Filer Manual in order
to assure the timely acceptance and
processing of filings made in electronic
format.3 Filers should consult the Filer
Manual in conjunction with our rules
governing mandated electronic filing
when preparing documents for
electronic submission.4
The revisions are being made
primarily to support a voluntary
program 5 that would allow the
submission of eXtensible Business
Reporting Language (XBRL) documents
to assess the usefulness of data tagging
in general and XBRL in particular.
XBRL is an eXtensible Markup
Language (XML) based language that is
being developed by an international
consortium. During the initial
‘‘voluntary’’ period that would begin in
accordance with the requirements of the
XBRL Voluntary Financial Reporting
Program on the EDGAR System, EDGAR
1 We originally adopted the Filer Manual on April
1, 1993, with an effective date of April 26, 1993.
Release No. 33–6986 (April 1, 1993) [58 FR 18638].
We implemented the most recent update to the Filer
Manual on August 23, 2004. See Release No. 33–
8454 (August 6, 2004) [69 FR 49803].
2 This is the filer assistance software we provide
filers filing on the EDGAR system.
3 See Rule 301 of Regulation S–T (17 CFR
232.301).
4 See Release Nos. 33–6977 (February 23, 1993)
[58 FR 14628], IC–19284 (February 23, 1993) [58 FR
14848], 35–25746 (February 23, 1993) [58 FR
14999], and 33–6980 (February 23, 1993) [58 FR
15009] in which we comprehensively discuss the
rules we adopted to govern mandated electronic
filing. See also Release No. 33–7122 (December 19,
1994) [59 FR 67752], in which we made the EDGAR
rules final and applicable to all domestic
registrants; Release No. 33–7427 (July 1, 1997) [62
FR 36450], in which we adopted minor
amendments to the EDGAR rules; Release No. 33–
7472 (October 24, 1997) [62 FR 58647], in which
we announced that, as of January 1, 1998, we would
not accept in paper filings that we require filers to
submit electronically; Release No. 34–40934
(January 12, 1999) [64 FR 2843], in which we made
mandatory the electronic filing of Form 13F;
Release No. 33–7684 (May 17, 1999) [64 FR 27888],
in which we adopted amendments to implement
the first stage of EDGAR modernization; Release No.
33–7855 (April 24, 2000) [65 FR 24788], in which
we implemented EDGAR Release 7.0; Release No.
33–7999 (August 7, 2001) [66 FR 42941], in which
we implemented EDGAR Release 7.5; Release No.
33–8007 (September 24, 2001) [66 FR 49829], in
which we implemented EDGAR Release 8.0;
Release No. 33–8224 (April 30, 2003) [66 FR 24345],
in which we implemented EDGAR Release 8.5;
Release Nos. 33–8255 (July 22, 2003) [68 FR 44876]
and 33–8255A (September 4, 2003) [68 FR 53289]
in which we implemented EDGAR Release 8.6;
Release No. 33–8409 (April 19, 2004) [69 FR 21954]
in which we implemented EDGAR Release 8.7; and
Release No. 33–8454 (August 6, 2004) [69 FR 49803]
in which we implemented EDGAR Release 8.8.
5 See Release No. 33–8529 (February 3, 2005).
E:\FR\FM\08FER1.SGM
08FER1
]]>Agencies
[Federal Register Volume 70, Number 25 (Tuesday, February 8, 2005)]
[Rules and Regulations]
[Pages 6556-6573]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 05-2391]
=======================================================================
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
17 CFR Parts 228, 229, 232, 240, 249 and 270
[Release Nos. 33-8529, 34-51129, 35-27944, 39-2432, IC-26747; File
Number S7-35-04]
RIN 3235-AJ32
XBRL Voluntary Financial Reporting Program on the EDGAR System
AGENCY: Securities and Exchange Commission.
ACTION: Final rule.
-----------------------------------------------------------------------
SUMMARY: We are adopting rule amendments to enable registrants to
submit voluntarily supplemental tagged financial information using the
eXtensible Business Reporting Language (XBRL) format as exhibits to
specified EDGAR filings under the Securities Exchange Act of 1934 and
the Investment Company Act of 1940. Registrants choosing to participate
in the voluntary program also will continue to file their financial
information in HTML or ASCII format, as currently required. To
participate in the program, volunteers need to submit their XBRL
formatted information in accordance with the amendments. The voluntary
program is intended to help us evaluate the usefulness of data tagging
and XBRL to registrants, investors, the Commission and the marketplace.
EFFECTIVE DATE: March 16, 2005.
FOR FURTHER INFORMATION CONTACT: If you have questions about the
amendments, please contact one of the following members of our staff:
Brigitte Lippmann or Mark W. Green, Division of Corporation Finance
(202-942-2910), Jeffrey W. Naumann, Office of the Chief Accountant
(202-942-4400), or Toai P. Cheng (202-942-0590) or David S. Schwartz
(202-942-0721), Division of Investment Management, Securities and
Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549. If
you have technical questions about the EDGAR system, please contact the
EDGAR Filer Support Office (202-942-8900) or Richard Heroux, EDGAR
Program Manager (202-942-8800), in the Office of Information
Technology.
We also invite public inquiries and comments regarding the
voluntary program through the use of an Internet electronic mailbox at
https://www.sec.gov/spotlight/xbrl.htm. Because electronic mail (e-mail)
on the Internet is not secure, you should not send confidential or
sensitive information.
SUPPLEMENTARY INFORMATION: We are adopting \1\ amendments that will add
Rules 401 \2\ and 402 \3\ to Regulation S-T, revise Rules 11 \4\ and
305 \5\ under Regulation S-T,\6\ Item 601 \7\ under
[[Page 6557]]
Regulation S-K,\8\ Item 601 \9\ under Regulation S-B,\10\ Rules 13a-14
\11\ and 15d-14 \12\ under the Securities Exchange Act of 1934
(``Exchange Act'') \13\ and Rules 8b-1,\14\ 8b-2 \15\ and 30a-2 \16\
under the Investment Company Act of 1940 (``Investment Company
Act'').\17\ We also are adopting amendments that revise Forms 20-F \18\
and 6-K \19\ under the Exchange Act and add new Rule 8b-33 under the
Investment Company Act.
---------------------------------------------------------------------------
\1\ The amendments were proposed in Release No. 33-8496 (Sept.
27, 2004) [69 FR 59094] (``Proposing Release'').
\2\ 17 CFR 232.401.
\3\ 17 CFR 232.402.
\4\ 17 CFR 232.11.
\5\ 17 CFR 232.305.
\6\ 17 CFR 232.10 et seq. We also are adopting an amendment to
add a heading for Rules 401 and 402.
\7\ 17 CFR 229.601.
\8\ 17 CFR 229.10 et seq.
\9\ 17 CFR 228.601.
\10\ 17 CFR 228.10 et seq.
\11\ 17 CFR 240.13a-14.
\12\ 17 CFR 240.15d-14.
\13\ 15 U.S.C. 78a et seq.
\14\ 17 CFR 270.8b-1.
\15\ 17 CFR 270.8b-2.
\16\ 17 CFR 270.30a-2.
\17\ 15 U.S.C. 80a-1 et seq.
\18\ 17 CFR 249.220f.
\19\ 17 CFR 249.306.
---------------------------------------------------------------------------
Table of Contents
I. Background
II. The Amendments
A. Form of XBRL Submissions
B. Description of XBRL Data
C. Timing of XBRL Submissions
D. Official Filings Still Required
E. Voluntary Program Content and Format
F. XBRL Data Must Correlate to Standard XBRL Taxonomies
G. Use of Tagged Data
H. Liability Issues
III. Paperwork Reduction Act
IV. Cost-Benefit Analysis
A. Benefits
B. Costs
V. Final Regulatory Flexibility Analysis
A. Reasons for, and Objectives of, the Amendments
B. Significant Issues Raised by Public Comment
C. Small Entities Subject to the Amendments
D. Projected Reporting, Recordkeeping, and Other Compliance
Requirements
E. Agency Action To Minimize Effect on Small Entities
VI. Consideration of Impact on the Economy, Burden on Competition
and Promotion of Efficiency, Competition, and Capital Formation
VII. Statutory Basis and Text of Amendments
I. Background
On September 27, 2004, we proposed to adopt amendments to
Regulation S-T to allow registrants to supplement their Commission
filings by furnishing financial data on the Commission's Electronic
Data Gathering, Analysis and Retrieval System (``EDGAR'') as an exhibit
using eXtensible Business Reporting Language (``XBRL''),\20\ beginning
with the 2004 calendar year-end reporting season.
---------------------------------------------------------------------------
\20\ XBRL is an open standard that provides a format for tagging
financial information and allows users to extract, exchange, analyze
and display financial information. XBRL was developed and continues
to be supported by XBRL International, a collaborative consortium of
approximately 250 organizations representing many constituents of
the financial reporting community. Organizations in the consortium
include issuers, public accounting firms, software companies, filing
agents, data aggregators, stock exchanges, regulators, financial
services companies, and industry associations. The Commission is not
a member of the consortium. XBRL International and its related
entities have been developing standard taxonomies that they state
classify and define financial information in accordance with U.S.
Generally Accepted Accounting Principles (``GAAP'') and our
regulations. An XBRL taxonomy is a standard description and
classification system for business reporting and financial data.
Tags consist of specific financial data, such as the line items
presented in the financial statements, and words or labels, such as
headers in the notes to the financial statements. See https://
www.xbrl.org. and Release No. 33-8497 (Sept. 27, 2004) [69 FR 59111]
(``Concept Release'') for a further description of XBRL.
---------------------------------------------------------------------------
All registrants who file with the Commission are generally required
to file electronically on EDGAR.\21\ The EDGAR database, accessible on
our Web site at https://www.sec.gov, provides ready access to a broad
range of registrant information. Electronic submissions are governed by
Regulation S-T, in conjunction with the EDGAR Filer Manual \22\ and the
electronic filing provisions of applicable rules, regulations, and
forms. Since we first adopted rules to implement the operational phase
of EDGAR, we have continually sought to make EDGAR more useful to the
investing public. Proponents of the XBRL reporting standard assert that
it offers benefits for all participants in the financial information
supply chain, from registrants, who would benefit from potential
efficiencies in preparing their filings, and improved transparency of
their filings, resulting in broader analyst coverage, more market
exposure and greater investor confidence, to regulators and investors,
who would benefit from ready access to tagged financial data for
analytical and review purposes.\23\
---------------------------------------------------------------------------
\21\ Rules 100 and 101 of Regulation S-T (17 CFR 232.100 and
232.101).
\22\ See Rule 301 of Regulation S-T (17 CFR 232.301). We
originally adopted the EDGAR Filer Manual on July 1, 1993, with an
effective date of July 26, 1993. Release No. 33-6986 (Apr. 1, 1993)
[58 FR 18638]. We most recently updated the EDGAR Filer Manual on
August 6, 2004, the current version of which can be found at https://
www.sec.gov/info/edgar.shtml. See Release No. 33-8454 (Aug. 6, 2004)
[69 FR 49803].
\23\ See https://www.xbrl.org.
---------------------------------------------------------------------------
The amendments that we adopt today will permit volunteers to submit
on EDGAR supplemental exhibits using XBRL for the purpose of allowing
registrants, the Commission and others to test and evaluate tagging
technology. The voluntary program will permit any registrant to
participate merely by submitting an XBRL exhibit in the required
manner. The XBRL exhibits will be publicly available but will be
considered furnished rather than filed. Although XBRL exhibits will be
required to accurately reflect the information that appears in the
corresponding part of the official filing, the purpose of submitting
XBRL data is to test the related format and technology and, as a
result, investors and others should continue to rely only on the
official version of a filing and not rely on the XBRL data in making
investment decisions. We will include cautionary language to this
effect on the Commission's Web site.
We received 28 comment letters relating to the Proposing Release
from various constituencies, including issuers, accounting firms,
financial analysts, filing agents and associations representing the
interests of such constituencies.\24\ Commenters expressed general
overall support for the Commission's approach to implementing the
voluntary program and investigating tagged data. Commenters also
supported our approach of not limiting the program by size or specific
industry.\25\ The final rules include a number of changes from the
proposed rules to address the comment letters, including commenters'
recommendations to encourage participation in the program and provide
volunteers with greater flexibility. For example, we have addressed
commenters' requests to allow volunteers the option of whether to
submit the notes to the financial statements in XBRL in the voluntary
program.\26\ There were many additional
[[Page 6558]]
comments addressing the development of the voluntary program and the
XBRL technology, including taxonomy development, auditor attestation
and audit opinions. We discuss specific comments where applicable in
this release; otherwise we may consider these comments in the future
based on our experience with the voluntary program.
---------------------------------------------------------------------------
\24\ See letters from American Accounting Association (``AAA'');
American Institute of Certified Public Accountants (``AICPA'');
Arbortext XML Solutions; Blastradius; Business Wire (``Bus Wire'');
Capricorn Research; The Consortium of EDGAR Filing Agents and
Software Developers (``CEFASD''); Steve Cushing; Deloitte & Touche
LLP (``D&T''); EDGAR Online, Inc.; Ernst & Young LLP (``E&Y'');
Federal Deposit Insurance Corporation; Federal Financial
Institutions Examination Council; Financial Executives International
(``FEI''); C.R. Fonseca; Grant Thornton LLP (``Grant Thornton'');
Institute of Management Accountants (``IMA''); Investment Company
Institute (``ICI''); KPMG LLP (``KPMG''); Eric Paul Linder
(``Linder''); Microsoft Corporation (``MSFT''); James L. Nesfield;
New York Society of Security Analysts (``NYSSA''); New York State
Bar Association (``NYSBA''); PricewaterhouseCoopers LLP (``PWC'');
PR Newswire Association LLC; Barry J. Reischling; and Spredgar
Software (``Spredgar''). The public comments we received and a
summary of the comments prepared by our staff are available for
inspection in our Public Reference Room at 450 Fifth Street, NW.,
Washington, DC 20549, in File No. S7-35-04, or may be viewed at
https://www.sec.gov/rules/proposed/s73504.shtml.
\25\ See, for example, the letters from AAA, AICPA, CEFASD, E&Y,
FEI, IMA and PWC.
\26\ See, for example, the letters from AAA, AICPA, D&T, IMA,
KPMG and MSFT.
---------------------------------------------------------------------------
We emphasize that we are in the preliminary phases of testing XBRL
and we may amend the voluntary program as the technology becomes more
mature and based on our experience with the program.
II. The Amendments
In conjunction with establishing the voluntary filing program, we
are adding new Rule 401 to Regulation S-T that will allow filers, on a
voluntary basis, to furnish supplemental financial information using
XBRL. The revision to Rule 11 of Regulation S-T, adopted as proposed,
makes ``XBRL-Related Documents'' a defined term that means documents
related to presenting financial information in XBRL format that are
part of a voluntary submission in electronic format in accordance with
new Rule 401. New Rule 401 generally provides that a registrant
participating in the voluntary program (a ``volunteer'') may submit
XBRL-Related Documents in electronic format if they meet all the
conditions of the rule. Appendix L to the EDGARLink Filer Manual will
provide instructions and guidance on the preparation, submission, and
validation of EDGAR-acceptable electronic filings with attached XBRL-
Related Documents.\27\ The EDGAR system upgrade to Release 8.10 is
scheduled to become available on February 7, 2005 to, among other
things, enable EDGAR to process XBRL-Related Documents when the
voluntary program becomes effective on March 16, 2005.\28\
---------------------------------------------------------------------------
\27\ Rule 301 of Regulation S-T, the regulation that governs the
preparation and transmission of electronic filings on the
Commission's EDGAR system, requires electronic filings to be
prepared in accordance with the provisions of the EDGAR Filer
Manual. The Filer Manual contains the technical formatting
requirements for electronic submissions. Filers must comply with
those requirements to ensure the timely receipt and acceptance of
documents submitted to the Commission in an electronic format. See
the companion EDGAR Filer Manual adopting release (Release No. 33-
8528 (Feb. 3, 2005)) updating the EDGAR Filer Manual to reflect
EDGAR Release 8.10.
\28\ These submissions will be required to be made in accordance
with the EDGAR Filer Manual and the exhibit provisions of Item
601(b) (100) of Regulation S-K or S-B, revised Form 20-F, revised
Form 6-K or Rule 8b-33 under the Investment Company Act, as
applicable. As proposed, the items and rule will list the Exchange
Act and Investment Company Act filings, in addition to Forms 20-F
and 6-K, with which volunteers can submit XBRL-Related Documents. We
are adopting as proposed revisions to Rules 8b-1 and 8b-2 under the
Investment Company Act to reflect the addition of Rule 8b-33.
Finally, we are adopting as proposed the revision to Rule 305(b) of
Regulation S-T to exempt the submissions from the formatting
requirements of Rule 305(a) because the formatting requirements are
unnecessary in this context.
---------------------------------------------------------------------------
A. Form of XBRL Submissions
The amendments require that volunteers furnish XBRL-Related
Documents as an exhibit to either the Exchange Act or Investment
Company Act filing from which they were derived, or as an exhibit to a
filing on Form 8-K \29\ or Form 6-K,\30\ as applicable, that
references, and is submitted no earlier than, the related filing.\31\
The Forms 8-K and 6-K alternative does not apply to volunteers that are
registered management investment companies because they are generally
not eligible to file those forms.\32\ XBRL-Related Documents will be
identifiable as Exhibit 100 to the corresponding filing.
---------------------------------------------------------------------------
\29\ 17 CFR 249.308. Commenters supported allowing volunteers to
furnish XBRL data in a Form 8-K. See, for example, the letters from
CEFASD and KPMG.
\30\ As proposed, we are revising Form 6-K to permit submission
of XBRL-Related Documents as Exhibit 100.
\31\ As noted in the Proposing Release, in addition to domestic
issuers, the voluntary program is available to foreign private
issuers that otherwise file their primary financial statements in
accordance with U.S. GAAP.
\32\ See Rules 13a-11(b) and 15d-11(b) under the Exchange Act.
[17 CFR 240.13a-11(b) and 240.15d-11(b)].
---------------------------------------------------------------------------
B. Description of XBRL Data
Rule 401, as adopted, contains three requirements for disclosure
that must appear in the filing with which the XBRL-Related Documents
are submitted. These requirements were not included in the rule as
proposed. First, Rule 401 requires volunteers to describe the XBRL-
Related Documents (whether they are filed as an exhibit to the related
official filing or to a Form 8-K or Form 6-K that references such
filing) either as ``unaudited'' or, for quarterly financial statements,
``unreviewed.'' Second, Rule 401 requires volunteers to provide
cautionary language advising investors that the purpose of furnishing
XBRL data is to test the format and the technology and, as a result,
investors should not rely on the XBRL data in making investment
decisions. This additional disclosure will complement the similar
cautionary statements we plan to add to our Web site as described in
the Proposing Release. Finally, Rule 401 provides that, if a reason to
file a Form 8-K or Form 6-K or an amendment to a Form 8-K or Form 6-K
is to submit as an exhibit XBRL-Related Documents that present
information related to financial information filed as part of a
different filing (e.g., a Form 8-K that references a previously filed
Form 10-Q \33\), volunteers must reference the official filing from
which the data in the XBRL-Related Documents was derived.\34\ These
disclosures should be provided, as applicable, in:
---------------------------------------------------------------------------
\33\ 17 CFR 249.308a.
\34\ The disclosure requirement also addresses the concern of
one commenter (CEFASD) about a Form 8-K whose sole purpose is to
accompany an XBRL Exhibit 100. The commenter noted that in such
circumstances, if the exhibit were removed, the surviving,
disseminated cover page would contain no useful information. The
commenter recommended that in such circumstances, the Commission
should suspend the entire filing. Although it would not be feasible
to suspend the entire filing, the required disclosures would clearly
identify the purpose of the filing. In this regard, we note that
even without the purpose disclosure requirement, a form with an
exhibit list would refer to Exhibit 100 and that would identify the
intent to submit XBRL data.
---------------------------------------------------------------------------
The exhibit index of the Forms 10-K,\35\ 10-Q, 10,\36\ 10-
SB,\37\ 10-KSB,\38\ 10-QSB \39\ or 20-F,
---------------------------------------------------------------------------
\35\ 17 CFR 249.310.
\36\ 17 CFR 249.210.
\37\ 17 CFR 249.210b.
\38\ 17 CFR 249.310b.
\39\ 17 CFR 249.308b.
---------------------------------------------------------------------------
Item 2.02 or 8.01 of Form 8-K, or
The body of the Forms 6-K, N-CSR \40\ or N-Q.\41\
---------------------------------------------------------------------------
\40\ 17 CFR 249.331 and 274.128.
\41\ 17 CFR 249.332 and 274.130.
---------------------------------------------------------------------------
We received several comments and recommendations regarding
disclosure about furnishing XBRL data.\42\ One commenter agreed that it
is reasonable to require registrants to describe the official filings
to which the XBRL exhibits correspond because investors may not be
aware that Exhibit 100 reflects XBRL data.\43\ Another commenter \44\
recommended that volunteers submit a letter describing management's
basic decisions involving the use of taxonomies and policies about
creating instance documents, including the correlation to printed
financial statements and other relevant resources, the selection of
taxonomies, additions and adjustments to the base taxonomy or
taxonomies, and the level of tagging detail.\45\ Another commenter
[[Page 6559]]
believed that volunteers should be encouraged to disclose:
---------------------------------------------------------------------------
\42\ See the letters from AICPA, E&Y and PWC.
\43\ See the letter from AICPA.
\44\ See the letter from PWC.
\45\ As noted in Section I of this release, an XBRL taxonomy is
intended to be a standard description and classification system for
business reporting and financial data. An instance document, which
is a machine readable form, pairs a tag from the taxonomy with the
related piece of financial information. For additional detail
regarding instance documents, see Section II.C.1 of the Proposing
Release.
---------------------------------------------------------------------------
That the financial information in the XBRL-Related
Documents is appropriately tagged,
The source of the tagged information (e.g., the financial
statements, MD&A),
The extent of tagging used, including whether there have
been any changes in the extent of tagging or the use of extensions as
compared to XBRL-Related Documents furnished for previous fiscal
periods, and
Whether any extensions meet the XBRL International
technical specification.\46\
\46\ See the letter from E&Y.
To facilitate participation, we have decided not to require such
disclosure for the voluntary program; however, we encourage volunteers
to provide the additional disclosure recommended by the commenters.
C. Timing of XBRL Submissions
The XBRL-Related Documents may be submitted at the same time as the
official EDGAR filing to which they relate, either as an exhibit to the
official filing or, for operating companies, as an exhibit to a Form 8-
K or Form 6-K \47\ filed simultaneously. Alternatively, the XBRL-
Related Documents may be filed subsequent to the official EDGAR filing
to which they relate, either in a later amendment to the official
filing or, for operating companies, as an exhibit on Form 8-K or Form
6-K. Volunteers will not be permitted to submit the XBRL-Related
Documents before they file the related official document. Although the
amendments do not establish a deadline for submitting or amending XBRL
data, volunteers are encouraged to submit the XBRL-Related Documents
with the official document or shortly after the official document is
filed. Volunteers will be free to submit their XBRL exhibits regularly
or from time to time and can stop or start as they choose. If a
volunteer amends the XBRL-Related Documents it submitted earlier, it
should amend the filing to which the XBRL-Related Documents are
attached as an exhibit.\48\
---------------------------------------------------------------------------
\47\ As further discussed below, XBRL-Related Documents will not
be deemed filed or incorporated by reference regardless of whether
they are exhibits to a document incorporated by reference into
another filing (e.g., an XBRL exhibit to a Form 10-K filing will not
be incorporated into a Form S-3 [17 CFR 239.13] registration
statement even though other portions of the Form 10-K are so
incorporated).
\48\ For example, if the volunteer submitted XBRL data with a
Form 8-K, it should amend the Form 8-K. A volunteer must amend XBRL-
Related Documents it submitted earlier if they did not comply with
the content and format requirements of new Rule 401.
---------------------------------------------------------------------------
Many commenters asserted that allowing volunteers to submit their
XBRL-tagged financial statements after they file the related official
filing will be important to securing volunteers.\49\ Commenters
recommended that a reasonable period of time be allowed for submitting
XBRL-Related Documents and suggested periods typically ranging from 30
days up to 90 days.\50\ One commenter recommended that no deadline be
required.\51\ Other commenters approved of a delay, but did not specify
a time period.\52\
---------------------------------------------------------------------------
\49\ See, for example, the letters from AAA, AICPA, Blastradius,
CEFASD, E&Y, IMA, KPMG, MSFT and PWC.
\50\ See, for example, the letters from AAA, Blastradius and
IMA.
\51\ See the letter from MSFT.
\52\ See, for example, the letter from D&T.
---------------------------------------------------------------------------
As proposed, we have not implemented a submission deadline for
furnishing XBRL data. One of the reasons for this decision is that
volunteers may wish to furnish XBRL-Related Documents that relate to
historical financial information from their previous Commission
filings. While it would be preferable for registrants to submit all
XBRL-Related Documents promptly, data elements in the submission would
include date information and the voluntary program includes safeguards
against reliance on the data. In addition, we recognize that
registrants may be discouraged from participating in the voluntary
program if we impose deadlines, especially during the early stages of
the program when volunteers are testing the technology.
Some commenters recommended that rather than amend submissions, the
volunteers be allowed to ``withdraw'' them from EDGAR.\53\ However,
submissions to EDGAR cannot, as a practical matter, be withdrawn after
public dissemination.
---------------------------------------------------------------------------
\53\ See the letters from AICPA, E&Y and NYSBA.
---------------------------------------------------------------------------
D. Official Filings Still Required
The XBRL-Related Documents submitted in the voluntary program will
be supplemental submissions and will not replace the required HTML or
ASCII version of the financial information they contain. Volunteers
will be required to continue to file their official EDGAR filings.
E. Voluntary Program Content and Format
XBRL-Related Documents must contain only voluntary program content
(``Voluntary Program Content'') that appears in voluntary program
format (``Voluntary Program Format'') as further described below.
Voluntary Program Content must consist of mandatory content
(``Mandatory Content'') and may be accompanied by optional content
(``Optional Content'').
Mandatory Content consists of a complete set of information for all
periods presented in the corresponding official EDGAR filing from one
or more of the following categories (as filed in the corresponding
official EDGAR filing): \54\
---------------------------------------------------------------------------
\54\ Although volunteers may furnish data as Mandatory Content
from certain specific categories of financial information in the
corresponding official EDGAR filing in XBRL format (e.g., financial
statements only, omitting notes), the financial information in the
specific category provided in XBRL format must be complete (e.g., if
the financial statements are provided, income statement, balance
sheet, cash flows and equity statements must all be submitted).
---------------------------------------------------------------------------
The complete set of financial statements (the only
exceptions are that notes to the financial statements and schedules
related to the financial statements may be omitted \55\ unless the
volunteer is a registered management investment company, in which case
it must include Schedule I--Investments in Securities of Unaffiliated
Issuers); \56\
---------------------------------------------------------------------------
\55\ In the Proposing Release at note 47, we stated that
financial statements other than those for investment company
volunteers should not include the related schedules when submitted
as XBRL-Related Documents in the voluntary program. In order to
provide additional testing opportunities, however, we are permitting
operating companies to provide these schedules in the voluntary
program. We further discuss below related schedules of investment
companies.
\56\ Rule 12-12 of Regulation S-X [17 CFR 210.12-12].
---------------------------------------------------------------------------
Earnings information set forth in Form 6-K or Items 2.02
or 8.01 of Form 8-K (whether contained in the body of the Form 8-K or
Form 6-K or in an exhibit, and whether filed or furnished); or
Financial highlights or condensed financial information
\57\ (if the volunteer is a registered management investment company).
---------------------------------------------------------------------------
\57\ Item 8(a) of Form N-1A, Item 4.1 of Form N-2 and Item 4(a)
of Form N-3 [17 CFR 274.11A, 274.11a-1 and 274.11b]. Forms N-1A, N-2
and N-3 also are authorized under the Securities Act of 1933
(``Securities Act'') [15 U.S.C 77a et seq.] under 17 CFR 239.15A,
239.14 and 239.17a.
---------------------------------------------------------------------------
Optional Content can consist only of a complete set of information
that is:
For all periods presented in the corresponding official
EDGAR filing;
Related to financial information in the corresponding
official EDGAR filing that is simultaneously submitted as Mandatory
Content; and
From one or more of the following categories (as filed in
the corresponding official EDGAR filing): \58\
---------------------------------------------------------------------------
\58\ Although volunteers may furnish data as Optional Content
from certain specific categories of information in the corresponding
official EDGAR filing in XBRL format (e.g., MD&A), the information
in the specific category provided in XBRL format must be complete
(e.g., if MD&A is provided, all the MD&A in the corresponding
official EDGAR filing must be submitted).
---------------------------------------------------------------------------
[[Page 6560]]
Audit opinions; \59\
---------------------------------------------------------------------------
\59\ Rule 2-02 of Regulation S-X [17 CFR 210.2-02].
---------------------------------------------------------------------------
Interim review reports; \60\
---------------------------------------------------------------------------
\60\ Rule 10-01(d) of Regulation S-X [17 CFR 210.10-01(d)].
---------------------------------------------------------------------------
Reports of management on the financial statements;
Certifications; or
Management's Discussion and Analysis of Financial
Condition and Results of Operations (``MD&A''),\61\ Management's
Discussion and Analysis or Plan of Operation,\62\ Operating and
Financial Review and Prospects \63\ or Management's Discussion of Fund
Performance (``MDFP'').\64\
---------------------------------------------------------------------------
\61\ Item 303 of Regulation S-K [17 CFR 229.303].
\62\ Item 303 of Regulation S-B [17 CFR 228.303].
\63\ Item 5 of Form 20-F.
\64\ Item 22(b)(7) of Form N-1A.
---------------------------------------------------------------------------
Voluntary Program Content is in Voluntary Program Format if:
Each data element (i.e., all text and all line item names
and associated values, dates and other labels) contained in the XBRL-
Related Documents reflects the same information in the corresponding
official EDGAR filing (i.e., the HTML or ASCII version);
No data element in the corresponding official EDGAR filing
is changed, deleted or summarized in the XBRL-Related Documents;
The XBRL-Related Documents correlate to the appropriate
version of a standard taxonomy, supplemented with extension taxonomies
as specified in the EDGAR Filer Manual;
Each data element contained in the XBRL-Related Documents
is matched with the appropriate tag in accordance with any applicable
taxonomy; and
The XBRL-Related Documents contain any additional mark-up
related content (e.g., the XBRL tags themselves, identification of the
core XML documents used and other technology related content) not found
in the corresponding official EDGAR filing that are necessary to comply
with the EDGAR Filer Manual requirements.
We had proposed to require volunteers to furnish in XBRL format a
complete set of financial statements, including notes to the financial
statements. This approach would have provided a comprehensive test of
the capacity of the XBRL format for financial information to replicate
the HTML and ASCII versions. The proposal also asked for comment on
whether volunteers should be permitted to omit the notes to the
financial statements. Many commenters disagreed with the proposal to
require a complete set of the notes to the financial statements in XBRL
format.\65\ Several commenters expressed the view that the taxonomy
development of the notes to the financial statements is not detailed
enough in the standard taxonomies to facilitate easy tagging.\66\ As a
result, commenters generally believed that volunteers would need to
create substantial extensions, which would be burdensome and could
discourage registrants from participating in the program.\67\ Several
commenters recommended allowing volunteers to submit financial
statements in XBRL format that omit the notes to the financial
statements.\68\ Other commenters indicated that the notes to the
financial statements should be included in XBRL format, noting,
however, that the Commission could limit the notes required to be
tagged or allow the use of a single tag for all notes.\69\ Some
commenters recommended that volunteers be afforded flexibility in
determining the level of detail to which the notes to the financial
statements are tagged.\70\
---------------------------------------------------------------------------
\65\ See the letters from AAA, AICPA, D&T, IMA, KPMG and MSFT.
\66\ See, for example, the letters from AICPA, D&T, KPMG and
PWC.
\67\ See, for example, the letters from D&T and KPMG.
\68\ See, for example, the letters from AICPA, D&T, KPMG and
MSFT.
\69\ See, for example, the letters from CESFASD (allow a single
tag for all notes) and PWC (limit the notes required to be tagged).
\70\ See, for example, the letters from AICPA, D&T, E&Y and
KPMG.
---------------------------------------------------------------------------
Although we consider the notes to the financial statements to be an
integral part of the financial statements for filing purposes, we have
determined not to mandate them for purposes of the voluntary program.
Recognizing the technical issues presented by tagging the notes to the
financial statements, and in light of the other safeguards in the
rules, we are providing volunteers with additional flexibility to
determine whether or not to include the notes to the financial
statements. If volunteers do choose to tag the notes to the financial
statements in their XBRL-Related Documents, they must tag all the notes
so that they meet the requirements of Voluntary Program Content.
Representing the entire set of notes to the financial statements with a
single tag does not appear to be useful to users because of the
difficulty of consuming such a large volume of data in that format.
Consequently, we encourage volunteers that choose to tag the notes to
the financial statements to tag at a level that provides practical data
to users and furthers the goal of testing the capabilities of the XBRL
technology.
As proposed, investment company volunteers would have been required
to submit the schedules related to the financial statements when
submitting the financial statements in XBRL format. One commenter
voiced the concern that, because the XBRL taxonomy for investment
companies may not be sufficiently developed to support tagging of these
schedules, requiring inclusion of the related schedules would force
investment company volunteers to create a substantial set of taxonomy
extensions, which would discourage participation in the program.\71\ We
generally agree and have modified the rules to limit the related
schedules that registered management investment company volunteers must
submit in XBRL format with the financial statements to Schedule I--
Investments in Securities of Unaffiliated Issuers.\72\ We believe that
this schedule must be provided in XBRL format because the information
is critical to an understanding of investment company financial
statements and to testing the XBRL program with regard to investment
company filings.
---------------------------------------------------------------------------
\71\ See the letter from ICI.
\72\ Registered management investment company volunteers may,
but are not required to, submit other related schedules in XBRL
format with financial statements in XBRL format including the
following: Schedule II--Investments--other than securities [17 CFR
210.12-13]; Schedule III--Investments in and advances to affiliates
[17 CFR 210.12-14]; Schedule IV--Investments--securities sold short
[17 CFR 210.12-12A]; Schedule V--Open option contracts written [17
CFR 210.12-12B]; and Schedule VI--Summary schedule of investments in
securities of unaffiliated issuers [17 CFR 210.12-12C].
---------------------------------------------------------------------------
Some commenters requested clarification of the requirement to
provide XBRL data containing the ``same information'' as in the
official filing to which it relates.\73\ In response to these comments,
as discussed above, we have revised proposed Rule 401 to provide more
detailed specification of the various respects in which the information
in the XBRL-Related Documents must be the ``same'' as that in the
official filing to which it relates. We have explained that no
information in the corresponding official filing may be deleted,
changed or summarized in the XBRL format. For example, if the revenue
line item in the related official filing's income statement is broken
down into different segments, the XBRL data must also contain the
revenue line items for each segment; the volunteer cannot only include
the total revenue line item. If a volunteer submits MD&A or MDFP in
XBRL format, all text in
[[Page 6561]]
addition to the tables and schedules must be tagged. We did not take
the approach suggested by some commenters to require that the XBRL data
be ``consistent with'' \74\ or ``materially the same'' \75\ as the
official filing because we believe that this could cause uncertainty,
reduce the disclosure provided in an XBRL format, and impair our
pursuit of the objectives of the voluntary program.
---------------------------------------------------------------------------
\73\ See, for example, the letters from AICPA, D&T, NYSBA and
PWC.
\74\ See the letters from D&T and PWC.
\75\ See the letter from NYSBA.
---------------------------------------------------------------------------
One commenter recommended that the voluntary program exclude XBRL
tagging of earnings releases, selected financial data and schedules of
ratio of earnings to fixed charges because there are no clear standards
regarding the content and presentation of such information.\76\ This
commenter also was concerned that some volunteers may interpret the
proposed rule to allow XBRL-Related Documents to contain partial
financial presentations so long as the elements of such a presentation
are ``the same information'' as presented in (i.e., consistent with)
the complete set of annual or interim financial statements or in MD&A.
As noted above, we have clarified that partial financial presentations
are not permissible content for XBRL submissions. Also, in view of the
goals of the voluntary program to test and evaluate data tagging, we
would like to test a wide variety of XBRL data. Therefore, volunteers
will be able to present, among other information, earnings information,
MD&A, MDFP, financial highlights, management or accounting reports and
certifications \77\ in XBRL format.
---------------------------------------------------------------------------
\76\ See the letter from E&Y.
\77\ Commenters generally supported not requiring
certifications. See, for example, the letters from AAA, AICPA,
CEFASD, D&T, E&Y, FEI, IMA, KPMG, MSFT, NYSBA, and PWC. Several
commenters further suggested that volunteers should be allowed to
submit certifications. See, for example, the letters from AICPA,
D&T, IMA and PWC.
---------------------------------------------------------------------------
F. XBRL Data Must Correlate to Standard XBRL Taxonomies
The voluntary program requires all volunteers to use the
appropriate version of a standard taxonomy, supplemented with extension
taxonomies as specified by the EDGAR Filer Manual. The XBRL Consortium
has publicly announced that it will finalize the following standard
taxonomies, which have all completed at least one review and comment
period, by the end of the first quarter of 2005: \78\
---------------------------------------------------------------------------
\78\ The XBRL Consortium has publicly announced that it will
finalize the Commercial and Industrial, Banking and Savings
Institutions and Insurance standard taxonomies by February 28, 2005.
It also has publicly announced that it will finalize the Investment
Company taxonomy by March 31, 2005. See https://www.xbrl.org.
---------------------------------------------------------------------------
Commercial and Industrial; \79\
---------------------------------------------------------------------------
\79\ This taxonomy has detailed financial reporting elements
specific to commercial and industrial-type companies. If a
registrant is not a bank, savings institution, insurance company,
broker-dealer or investment company, it would likely use the
commercial and industrial standard taxonomy. See https://
www.xbrl.org.
---------------------------------------------------------------------------
Banking and Savings Institutions;
Insurance; and
Investment Companies.\80\
\80\ The investment companies taxonomy was released for public
comment on December 21, 2004 with a request for comments to be
submitted by January 20, 2005.
---------------------------------------------------------------------------
We have chosen March 16, 2005 as the effective date for the program,
since this is the date by which accelerated filers with December 31
fiscal year ends are required to file their Form 10-Ks. We will provide
notice on our Web site of the taxonomies supported for the voluntary
program and expect that additional standard taxonomies will be
permitted on the EDGAR system as they are finalized.\81\ The final
standard taxonomies will be incorporated into the EDGAR system and
volunteers may not attach the standard taxonomies to filings made on
EDGAR.
---------------------------------------------------------------------------
\81\ Commenters noted that they were unaware of any other
standard taxonomies that are sufficiently developed to support
Commission submissions. Some commenters noted that the Commission
may wish to consider allowing volunteers to use International
Financial Reporting Standards, formerly known as International
Accounting Standards, taxonomies as a means of encouraging non-U.S.
issuers to participate. See the letters from AAA, CEFASD, FEI, IMA,
MSFT and PWC. We are continuing to consider this suggestion.
---------------------------------------------------------------------------
Commenters generally believed that the draft U.S. GAAP taxonomies
are sufficiently developed for use in the voluntary program, but
acknowledged that most volunteers will need to create extensions to
meet their reporting requirements.\82\ Some commenters believed there
are sufficient software tools available in the market to create such
extensions, but noted that the software requires further development
for satisfactory end-user implementation.\83\ One commenter, while
strongly supporting the voluntary program, recommended that the XBRL
specification for the standard taxonomies be changed to eliminate the
required use of what the commenter described as its complex proprietary
structure.\84\ This commenter believed that the full XBRL specification
will not be useful to financial analysts because the customized
extensions must be analyzed to determine comparability among companies.
We expect that the voluntary program will enable us to better analyze
the adequacy of the standard taxonomies and whether it would be
desirable to develop our own taxonomy for some or all regulatory
reporting requirements.\85\
---------------------------------------------------------------------------
\82\ See, for example, the letters from AAA, AICPA, FEI, IMA,
KPMG, MSFT and PWC.
\83\ See, for example, the letters from AAA, AICPA, IMA, MSFT
and PWC.
\84\ See the letter from Linder.
\85\ The letter from AAA noted that the Commission should
develop a small taxonomy that covers the key reporting elements.
---------------------------------------------------------------------------
G. Use of Tagged Data
As discussed in the Proposing Release, we had considered developing
an application, such as a standard style sheet, so that users would be
able to view XBRL data in a human readable format on our Web site. This
application would have converted XBRL files into a document that would
have the appearance of traditional financial information, such as a
balance sheet or income statement.
Commenters generally did not support a standard style sheet.\86\
Some commenters believed that a standard style sheet was not feasible
because it would not be able to render extensions.\87\ A style sheet
that could not render extensions would not display all the information
tagged from the corresponding official EDGAR filing.
---------------------------------------------------------------------------
\86\ See, for example, the letters from AAA, CEFASD, IMA, KPMG
and PWC. One commenter, however, stated that the Commission should
provide a standard template to render information and allow
participants to provide their own company specific presentation
template. See the letter from Grant Thornton.
\87\ See the letters from CEFASD, IMA and KPMG.
---------------------------------------------------------------------------
We have decided to commence the voluntary program without providing
a style sheet or other rendering application on our Web site. Users of
EDGAR data on https://www.sec.gov will be able to download the XBRL data
to perform their own financial analysis if they have appropriate
software.\88\ We plan to continue to analyze rendering and other
capabilities and we may add these features in the future. Users will
continue to be able to view the official filing in ASCII or HTML
format, as they can today.
---------------------------------------------------------------------------
\88\ See the letters from Blastradius and FEI.
---------------------------------------------------------------------------
H. Liability Issues
Because the voluntary program is experimental, contains other
appropriate safeguards, and should not unnecessarily deter volunteers
from participating, the revised rules provide limited protections from
liability under the federal securities laws. Commenters generally
supported the proposed liability protections; \89\ however, several
commenters requested clarification as further discussed below.
Accordingly,
[[Page 6562]]
we are adopting Rule 402 as proposed with minor clarifying
revisions.\90\
---------------------------------------------------------------------------
\89\ See, for example, AAA, AICPA and FEI.
\90\ This rule will not affect in any way participants' existing
obligations with respect to official filings. The official financial
information required to be filed by participants in HTML or ASCII
will continue to be subject to the liability provisions of the
federal securities laws.
---------------------------------------------------------------------------
Rule 402(a) generally will provide that XBRL-Related Documents
submitted in the program:
Are not deemed filed for purposes of Section 18 of the
Exchange Act \91\ or Section 34(b) of the Investment Company Act \92\
or otherwise subject to the liability of these sections; \93\
---------------------------------------------------------------------------
\91\ 15 U.S.C 78r.
\92\ 15 U.S.C. 80a-33(b). We modified proposed Rule 402(a) by
omitting references to the XBRL-Related Documents as not deemed
filed under Section 16 of the Public Utility Holding Company Act of
1935 (``Public Utility Holding Company Act'') [15 U.S.C. 79p] and
Section 323 of the Trust Indenture Act of 1939 (``Trust Indenture
Act'') [15 U.S.C. 77www]. We omitted these references as unnecessary
because XBRL-Related Documents only will be submitted as exhibits to
filings under the Exchange Act and the Investment Company Act.
\93\ We will caution users on the Commission's Web site that,
although XBRL-Related Documents are required to comply with format
and content requirements related to the corresponding official
filing, the purpose of submitting the XBRL-Related Documents is to
test the related format and technology and, as a result, investors
and others should continue to rely on the official version of the
filing and not rely on the XBRL-Related Documents in making
investment decisions.
---------------------------------------------------------------------------
Are not deemed incorporated by reference; \94\
---------------------------------------------------------------------------
\94\ Because the XBRL-Related Documents will not be filed under
the Exchange Act, they will not be incorporated by reference into
registration statements filed under the Securities Act or
prospectuses they contain. These protections will apply regardless
of whether the documents are exhibits to a document otherwise
incorporated by reference into a filing.
---------------------------------------------------------------------------
Are subject to all other liability and anti-fraud
provisions of the Exchange Act and Investment Company Act; \95\ and
---------------------------------------------------------------------------
\95\ For example, material misstatements or omissions in an XBRL
submission will continue to be subject to liability under Section
10(b) [15 U.S.C. 78j(b)] and Rule 10b-5 [17 CFR 240.10b-5] under the
Exchange Act.
---------------------------------------------------------------------------
Are deemed filed for purposes of Rule 103 of Regulation S-
T.\96\
---------------------------------------------------------------------------
\96\ 17 CFR 232.103. Rule 103 generally provides that an
electronic filer is not subject to liability as to an error or
omission in an electronic filing resulting solely from electronic
transmission errors beyond the control of the filer if the filer
corrects the problem through an amendment as soon as reasonably
practicable after the filer becomes aware of the problem.
---------------------------------------------------------------------------
Rule 402(b) provides additional relief from liability under the
Securities Act, Exchange Act, Public Utility Holding Company Act, Trust
Indenture Act and Investment Company Act for information in a
volunteer's XBRL-Related Documents that complies with the content and
format requirements of Rule 401, to the extent that the information in
the corresponding portion of the official EDGAR filing was not
materially false or misleading.\97\
---------------------------------------------------------------------------
\97\ XBRL-Related Documents that do not meet the requirements
for the relief provided by Rule 402(b) still would receive the
relief provided by Rule 402(a). In adopting Rule 402(a) we changed
our proposal to remove references to liability relief under the
Securities Act, Public Utility Holding Company Act and Trust
Indenture Act because XBRL-Related Documents cannot be submitted
under those Acts. We maintained these references in Rule 402(b),
however, because, unlike Rule 402(a), Rule 402(b)'s protections are
not tied to filing status.
---------------------------------------------------------------------------
Rule 402(b) also provides additional relief from liability to
volunteers that fail to comply with the content and format requirements
of Rule 401 if:
The volunteer has made a good faith and reasonable attempt
to comply with the content and format requirements,
As soon as reasonably practicable after the volunteer
becomes aware that the information in the XBRL-Related Documents does
not comply with the content and format requirements, the volunteer
amends the XBRL-Related Documents to correct the problem, and
The information in the corresponding official EDGAR filing
was not materially false or misleading.
As discussed earlier, several commenters asked us to clarify the
reference in proposed Rule 402(b) to presenting information in the
XBRL-Related Documents that ``reflects the same information as appears
in the corresponding portion of the official version of the filing to
which they relate.'' \98\ Accordingly, Rule 402(b), as adopted,
clarifies the reference by specifying that the information must comply
with the content and format requirements of Rule 401.
---------------------------------------------------------------------------
\98\ See, for example, the letters from AICPA, D&T, NYSBA and
PWC.
---------------------------------------------------------------------------
One commenter asserted that proposed Rule 402(b) established a
``negligence'' standard and suggested that we establish an ``actual
knowledge'' standard instead. We have decided to adopt the standard as
proposed. A volunteer that fails to satisfy Rule 402(b) still may rely
on the liability protections of Rule 402(a). In addition, the
Commission has provided similar protections to those in Rule 402 in
other appropriate circumstances and it appears that these protections
are workable for filers in those circumstances.\99\
---------------------------------------------------------------------------
\99\ See, for example, General Instruction B.2 of Form 8-K
(``The information in a report furnished pursuant to Item 2.02
(Results of Operations and Financial Condition) or Item 7.01
(Regulation FD Disclosure) shall not be deemed to be `filed' for
purposes of Section 18 of the Exchange Act or otherwise subject to
the liabilities of that section unless the registrant specifically
states that the information is to be considered `filed' under the
Exchange Act or incorporates it by reference into a filing under the
Securities Act or Exchange Act.'').
---------------------------------------------------------------------------
Finally, for purposes of the voluntary program, new paragraph (f)
of Rules 13a-14 and 15d-14 under the Exchange Act and new paragraph (d)
of Rule 30a-2 under the Investment Company Act provide that XBRL-
Related Documents are not subject to the certification requirements of
these rules.\100\
---------------------------------------------------------------------------
\100\ As a result of recently adopted rule revisions, we are
adopting new paragraph (f) rather than the proposed new paragraph
(h) of Rules 13a-14 and 15d-14. After we issued the Proposing
Release, we adopted amendments to Rules 13a-14 and 15d-14, effective
March 8, 2005, that, among other things, remove paragraphs (f) and
(g) of these rules. Consequently, in order to add a new last
paragraph to each of these rules, we add paragraph (f). See Release
No. 33-8518 (Dec. 22, 2004) [70 FR 1506].
---------------------------------------------------------------------------
One commenter voiced concern that investment companies would be
discouraged from participating in the voluntary program if they were
required to provide additional certifications when filing amendments
whose sole purpose was to submit XBRL-Related Documents attached as
exhibits.\101\ The commenter emphasized that the concern applied to
investment companies in particular because operating companies can file
a Form 8-K rather than an amendment to submit XBRL-Related Documents
after the corresponding official EDGAR filing has been filed. Rule 12b-
15 under the Exchange Act \102\ and Rule 8b-15 under the Investment
Company Act \103\ generally provide that any amendment to a filing that
required a certification must contain another certification. We clarify
that, consistent with the exclusion of XBRL-Related Documents from the
disclosure certification requirements discussed above, an amendment
whose sole purpose is to submit XBRL-Related Documents attached as
exhibits for the voluntary program is not subject to the certification
requirements of Rule 12b-15 under the Exchange Act and Rule 8b-15 under
the Investment Company Act.
---------------------------------------------------------------------------
\101\ See the letter from ICI.
\102\ 17 CFR 240.12b-15.
\103\ 17 CFR 270.8b-15.
---------------------------------------------------------------------------
Two of the items these certifications must address are internal
control over financial reporting and disclosure controls and
procedures.\104\ In this regard, several commenters asked us to clarify
that XBRL-Related Documents are not subject to the internal control
over financial reporting and disclosure controls and procedures
provisions \105\
[[Page 6563]]
that we have adopted after passage of the Sarbanes-Oxley Act.\106\ We
clarify that, for purposes of the voluntary program and consistent with
the exclusion of XBRL-Related Documents from the disclosure
certification requirements discussed above, XBRL-Related Documents are
not subject to any of the internal control over financial reporting
provisions adopted under Section 404 of the Sarbanes-Oxley Act or the
disclosure controls and procedures provisions.\107\
---------------------------------------------------------------------------
\104\ See, for example, Item 601(b)(31)(i) of Regulation S-K [17
CFR 229.601(b)(31)(i)].
\105\ See Exchange Act Rule 13a-15(e) and Investment Company Act
Rule 30a-3(c) (defining ``disclosure controls and procedures'') and
Exchange Act Rule 13a-15(f) and Investment Company Act Rule 30a-3(d)
(defining ``internal control over financial reporting'') [17 CFR
240.13a-15(e), 270.30a-3(c), 240.13a-15(f) and 270.30a-3(d)].
\106\ See, for example, the letters from E&Y (addressing
internal control over financial reporting) and NYSBA (addressing
internal control over financial reporting and disclosure controls
and procedures).
\107\ Section 404 and the rules we have adopted under that
section do not apply to registered management investment companies.
---------------------------------------------------------------------------
III. Paperwork Reduction Act
The new and amended rules contain ``collection of information''
requirements within the meaning of the Paperwork Reduction Act of 1995
(``PRA'').\108\ We published a notice requesting comment on the
collection of information requirements in the Proposing Release, and
submitted a request to the Office of Management and Budget (``OMB'')
for review in accordance with the PRA.\109\ OMB approved the request on
a pilot basis. An agency may not conduct or sponsor, and a person is
not required to respond to, an information collection unless it
displays a currently valid OMB control number.
---------------------------------------------------------------------------
\108\ 44 U.S.C. 3501 et seq.
\109\ 44 U.S.C. 3507(d) and 5 CFR 1320.11.
---------------------------------------------------------------------------
The title of the new collection of information is ``Voluntary XBRL-
Related Documents'' (OMB Control No. 3235-0611). This collection of
information stems from already existing regulations and forms adopted
under the Exchange Act and Investment Company Act that set forth
financial disclosure requirements for annual and periodic reports as
well as current reports.\110\ The new and amended rules will allow
registrants to furnish specified financial information in XBRL-Related
Documents as exhibits to their current or periodic reports filed on
EDGAR. The specified financial information already is required under
existing periodic and annual report requirements, but will be tagged
using XBRL. During the voluntary program, registrants will continue to
include this information in ASCII or HTML format in their official
EDGAR filings, but also will furnish the XBRL tagged data as exhibits
to these filings. The XBRL-Related Documents will consist of an
instance document, a schema file,\111\ and linkbase files.\112\
Submission of XBRL-Related Documents will be voluntary and the
information submitted will not be kept confidential.
---------------------------------------------------------------------------
\110\ The proposed voluntary program allows for XBRL-Related
Documents to be furnished in connection with Exchange Act
registration through Forms 10, 10-SB and 20-F. We expect, however,
that volunteers for the program will already be subject to Exchange
Act reporting requirements and, as a result, do not include an
analysis relating to Forms 10 and 10-SB or, to the extent it can be
used to for Exchange Act registration, Form 20-F.
\111\ The XBRL data file that a participant creates can adhere
to either a standard taxonomy or a standard taxonomy with
extensions. Extensions to the standard taxonomy further refine the
data contained in the standard taxonomy so that the XBRL data can
present the information in the corresponding official EDGAR filing.
Such extensions would be included in a schema file. For additional
detail regarding schema files, see Section II.C.2 of the Proposing
Release.
\112\ Linkbase files, in general, manage references, labels and
relationships for an instance document. For additional detail
regarding linkbase files, see Section II.C.3 of the Proposing
Release.
---------------------------------------------------------------------------
We estimate for PRA purposes that each of 80 participants will
submit four sets of XBRL-Related Documents per year that will result in
an internal preparation burden of 60 hours per year and an external
cost of $6,333 per year.\113\ We base this estimate on discussions
regarding XBRL and data tagging in general.\114\
---------------------------------------------------------------------------
\113\ In our initial PRA request, our external cost estimate of
$6,000 focused on the cost of professionals and consultants. It is
our understanding that many participants will also have annual
software licensing costs. From further discussions with software
providers and others familiar with XBRL, we estimate that the cost
of licensing software will range from $200 to $3,000 each year, with
the majority of companies licensing less complex XBRL software in
the $200 to $500 range. We also understand from these discussions
that software providers have indicated that they intend to provide
these products for free in the initial stages of the voluntary
program. In order to determine a price estimate, we base our
software cost estimate at $500, which is the highest cost for the
simpler XBRL software license. We have further assumed that the
first year license fee will be waived. Because the PRA estimates
represent the average burden over a thre
