Inline XBRL Filing of Tagged Data, 40846-40881 [2018-14365]

Download as PDF 40846 Federal Register / Vol. 83, No. 159 / Thursday, August 16, 2018 / Rules and Regulations SECURITIES AND EXCHANGE COMMISSION 17 CFR Parts 229, 230, 232, 239, 249, 270, and 274 [Release Nos. 33–10514; 34–83551; IC–33139; File No. S7–03–17] RIN 3235–AL59 Inline XBRL Filing of Tagged Data Securities and Exchange Commission. ACTION: Final rule. AGENCY: We are adopting amendments to require the use of the Inline eXtensible Business Reporting Language (‘‘XBRL’’) format for the submission of operating company financial statement information and fund risk/return summary information. We also are SUMMARY: adopting the elimination of the 15 business day XBRL filing period for fund risk/return summaries. The amendments are intended to improve the data’s usefulness, timeliness, and quality, benefiting investors, other market participants, and other data users and to decrease, over time, the cost of preparing the data for submission to the Commission. The amendments will also eliminate the requirement for operating companies and funds to post ‘‘Interactive Data Files’’ (i.e., machine-readable computer code that presents information in XBRL format) on their websites and terminate the Commission’s voluntary program for the submission of financial statement information interactive data that is currently available only to investment companies and certain other entities. DATES: Effective date: These amendments are effective on September 17, 2018. Compliance dates: See Section III.A.1.c. FOR FURTHER INFORMATION CONTACT: Mark W. Green, Senior Special Counsel, Division of Corporation Finance, at (202) 551–3430; John Foley, Senior Counsel, Division of Investment Management, at (202) 551–6792; Robert M. Willis, Assistant Director, Office of Disclosure Technology, Anzhela Knyazeva, Senior Financial Economist, or Hermine Wong, Special Counsel, Division of Economic and Risk Analysis, at (202) 551–6600. SUPPLEMENTARY INFORMATION: Commission reference Regulation S–K 1 ..................................................................................... Regulation S–T 2 ..................................................................................... Securities Act of 1933 (Securities Act) 3 ................................................. Securities Exchange Act of 1934 (Exchange Act) 4 ................................ Investment Company Act of 1940 (Investment Company Act) 5 ............ sradovich on DSK3GMQ082PROD with RULES2 Securities Act and Investment Company Act ......................................... I. Introduction II. Background and Economic Baseline A. Overview of Existing XBRL Requirements for Operating Companies and Funds B. Current XBRL Practices and Affected Parties 1. XBRL Preparation 2. Voluntary Use of Inline XBRL by Operating Companies Under the Exemptive Order 3. XBRL Data Use III. Final Amendments and Anticipated Economic Effects A. Discussion of the Final Amendments 1. Inline XBRL Requirements 2. Elimination of the Website Posting Requirements 1 17 2 17 CFR 229.10 through 229.1208. CFR 232.10 through 232.903. VerDate Sep<11>2014 19:12 Aug 15, 2018 4 15 Jkt 244001 CFR citation (17 CFR) Item 601 ......................................... Rule 11 .......................................... Rule 201 ........................................ Rule 202 ........................................ Rule 305 ........................................ Rule 401 ........................................ Rule 402 ........................................ Rule 405 ........................................ Rule 144 ........................................ Rule 485 ........................................ Rule 497 ........................................ Form S–3 ....................................... Form S–8 ....................................... Form F–3 ....................................... Form F–10 ..................................... Rule 13a–14 .................................. Rule 15d–14 .................................. Form 10–Q .................................... Form 10–K ..................................... Form 20–F ..................................... Form 40–F ..................................... Form 6–K ....................................... Rule 8b–1 ...................................... Rule 8b–2 ...................................... Rule 8b–33 .................................... Rule 30a–2 .................................... Form N–1A .................................... 3. Termination of the 2005 XBRL Voluntary Program 4. Technical Amendments B. Potential Economic Effects of the Amendments 1. Inline XBRL Requirements 2. Elimination of the Website Posting Requirements for Financial Statement Information and Risk/Return Summaries 3. Termination of the 2005 XBRL Voluntary Program 4. Alternatives IV. Other Matters V. Paperwork Reduction Act A. Background B. Summary of Comment Letters and Revisions to Proposals C. Reporting and Cost Burden Estimates 3 15 PO 00000 U.S.C. 77a et seq. U.S.C. 78a et seq. Frm 00002 Fmt 4701 We are adopting amendments to: 1. Registration Statement and Periodic Reporting 2. Regulation S–K and Regulation S–T VI. Final Regulatory Flexibility Act Analysis A. Need for, and Objectives of, the Final Amendments B. Significant Issues Raised by Public Comments C. Small Entities Subject to the Amendments D. Projected Reporting, Recordkeeping and Other Compliance Requirements E. Agency Action To Minimize Effect on Small Entities VII. Statutory Basis Text of the Final Rule and Form Amendments 5 15 Sfmt 4700 § 229.601 § 232.11 § 232.201 § 232.202 § 232.305 § 232.401 § 232.402 § 232.405 § 230.144 § 230.485 § 230.497 § 239.13 § 239.16b § 239.33 § 239.40 § 240.13a–14 § 240.15d–14 § 249.308a § 249.310 § 249.220f § 249.240f § 249.306 § 270.8b–1 § 270.8b–2 § 270.8b–33 § 270.30a–2 § 239.15A and 274.11A E:\FR\FM\16AUR2.SGM U.S.C. 80a et seq. 16AUR2 Federal Register / Vol. 83, No. 159 / Thursday, August 16, 2018 / Rules and Regulations sradovich on DSK3GMQ082PROD with RULES2 I. Introduction In 2009 the Commission adopted rules requiring operating companies 6 to provide the information from the financial statements accompanying their registration statements and periodic and current reports in machine-readable format using XBRL by submitting it to the Commission in exhibits to such registration statements and reports and posting it on their websites, if any.7 That same year, the Commission similarly required open-end management investment companies (including exchange-traded funds (‘‘ETFs’’) organized as open-end management investment companies) (‘‘funds’’) to provide risk/return summary information from their prospectuses in XBRL format by submitting it to the Commission in exhibits and posting it on their websites, if any.8 XBRL requirements currently apply to operating companies that prepare their financial statements in accordance with U.S. generally accepted accounting principles (‘‘U.S. GAAP’’) or in accordance with International Financial Reporting Standards (‘‘IFRS’’) as issued by the International Accounting Standards Board (‘‘IASB’’).9 XBRL requirements also apply to funds pursuant to Form N–1A and related rules under Regulation S–T.10 Operating companies and funds subject to these XBRL requirements must submit an Interactive Data File,11 including 6 For purposes of both the existing XBRL requirements for financial statement information and these amendments, operating companies are filers subject to the financial statement information XBRL requirements of Item 601(b)(101) of Regulation S–K and Forms F–10, 20–F, 40–F and 6–K. Operating companies do not include any investment company that is registered under the Investment Company Act, any business development company (‘‘BDC’’), as defined in Section 2(a)(48) of that Act [15 U.S.C. 80a–2(a)(48)], or any entity that reports under the Exchange Act and prepares its financial statements in accordance with Article 6 of Regulation S–X [17 CFR 210.6–01 through 210.6–10], as well as asset-backed issuers. See Release No. 33–9002 (Jan. 30, 2009) [74 FR 6776] (‘‘2009 Financial Statement Information Adopting Release’’) as corrected by Release No. 33– 9002A (Apr. 1, 2009) [74 FR 15666], at 6780–1, nn. 69 and 78 and accompanying text. 7 17 CFR 232.405. See also 2009 Financial Statement Information Adopting Release. 8 See Release No. 33–9006 (Feb. 11, 2009) [74 FR 7747] (‘‘2009 Risk/Return Summary Adopting Release’’) as corrected by Release No. 33–9006A (May 1, 2009) [74 FR 21255]. The risk/return summary is set forth in Items 2, 3, and 4 of Form N–1A under the Securities Act and the Investment Company Act. 9 As used in this release, the phrase ‘‘IFRS as issued by the IASB’’ refers to the authoritative text of IFRS. 10 See General Instruction C.3.(g) to Form N–1A; Rule 405 of Regulation S–T. 11 17 CFR 232.11; 17 CFR 232.405. The term ‘‘Interactive Data File’’ means the machine-readable computer code that presents information in XBRL VerDate Sep<11>2014 19:12 Aug 15, 2018 Jkt 244001 information tagged in XBRL, as an exhibit to the Related Official Filing, which is filed in the traditional HyperText Markup Language (‘‘HTML’’) or, less commonly, American Standard Code for Information Interchange (‘‘ASCII’’) format.12 The 2009 requirements were intended to make financial information and fund risk/return summaries easier for investors to analyze and to assist in automating regulatory filings and business information processing.13 Since that time, however, some observers have expressed concerns regarding the quality of, extent of use of, and cost to create XBRL data.14 In addition, the Commission staff has identified common data quality issues associated with financial statement information XBRL data filed by operating companies.15 At the same time, since the adoption of the original XBRL requirements in 2009, other observers have disagreed with the claim that the XBRL requirements impose high costs and emphasized the decrease in costs over time as filers and filing agents have gained experience and widely adopted the XBRL technology.16 Other observers have discussed the improvement in XBRL data quality over time and examined the benefits of XBRL data.17 electronic format pursuant to Rule 405 of Regulation S–T. The Interactive Data File currently consists of an instance document and other documents as described in the Electronic Data Gathering, Analysis, and Retrieval system (EDGAR) Filer Manual. The instance document contains the XBRL tags for the information contained in the corresponding data in the Related Official Filing to satisfy the content and format requirements in Rule 405. The other documents in the Interactive Data File contain contextual information about the XBRL tags. 12 17 CFR 232.11. The term ‘‘Related Official Filing’’ means the ASCII or HTML format part of the official filing with which an Interactive Data File appears as an exhibit or, in the case of Form N–1A, the ASCII or HTML format part of the official filing that contains the information to which an Interactive Data File corresponds. 13 See 2009 Financial Statement Information Adopting Release, at 6776; 2009 Risk/Return Summary Adopting Release, at 7748. 14 See Release No. 33–10323 (Mar. 1, 2017) [82 FR 21487] (‘‘Inline XBRL Proposing Release’’), at 14283, nn. 29–30, at 14286, n. 70, at 14287, n. 78, and accompanying text. 15 See, e.g., Staff Observations of Custom Axis Tags (Mar. 29, 2016), https://www.sec.gov/ structureddata/reportspubs/osd_assessment_ custom-axis-tags.html (retrieved Jun. 20, 2018); Staff Observations of Custom Tag Rates (July 7, 2014), https://www.sec.gov/dera/reportspubs/ assessment-custom-tag-rates-xbrl.html (retrieved Jun. 20, 2018); Staff Observations from the Review of Interactive Data Financial Statements (Dec. 13, 2011), https://www.sec.gov/spotlight/xbrl/staffreview-observations-121311.shtml (retrieved Jun. 20, 2018). 16 See Inline XBRL Proposing Release, at 14286. 17 See Inline XBRL Proposing Release, at 14286 and at 14287, n. 81. PO 00000 Frm 00003 Fmt 4701 Sfmt 4700 40847 The same observers have associated XBRL data with better availability of information about smaller operating companies from an access to capital standpoint.18 We have reviewed and considered all of the comments that we received on the Inline XBRL Proposing Release.19 The final amendments reflect changes made in response to those comments. We are adopting the Inline XBRL requirements for operating companies and funds substantially as proposed, with modifications to address input from commenters. We are also eliminating the XBRL website posting requirements for operating companies and funds and eliminating the Commission’s interactive data voluntary program (‘‘2005 XBRL Voluntary Program’’),20 as 18 Id. 19 See letters from Advanced Computer Innovations, Inc. (Mar. 1, 2017) (‘‘ACI’’); Association of International Certified Professional Accountants (May 16, 2017) (‘‘AICPA’’); Biotechnology Innovation Organization (May 16, 2017) (‘‘BIO’’); CFA Institute (Jun. 12, 2017) (‘‘CFA Institute’’); Cigna Corporation (May 16, 2017) (‘‘Cigna’’); Data Coalition (May 16, 2017) (‘‘Data Coalition’’); Deloitte & Touche LLP (May 5, 2017) (‘‘Deloitte’’) ; Ernst & Young LLP (May 16, 2017) (‘‘EY’’); Federated Investors (May 16, 2017) (‘‘Federated I’’); Federated Investors (Jun. 1, 2018) (‘‘Federated II’’); Financial Executives International (May 16, 2017) (‘‘FEI’’); Jack Frei (Mar. 13, 2017) (‘‘Frei’’); Gartner, Inc. (May 10, 2017) (‘‘Gartner’’); Grant Thornton LLP (May 16, 2017) (‘‘Grant Thornton’’); Hindssight 2020, llc (May 15, 2017) (‘‘Hindssight’’); Charles S. Hoffman (May 14, 2017) (‘‘Hoffman’’); Investment Company Institute (May 16, 2017) (‘‘ICI I’’); Investment Company Institute (Jun. 1, 2018) (‘‘ICI II’’); IRIS Business Services Limited (Mar. 27, 2017) (‘‘IRIS’’); Hemant Khatod (Mar. 27, 2017) (‘‘Khatod 1’’); Hemant Khatod (Mar. 27, 2017) (‘‘Khatod 2’’); Suresh Kumar (Mar. 21, 2017) (‘‘Kumar’’); Paul Lewis (Mar. 10, 2017) (‘‘Lewis’’); Reps. Randy Hultgren, Carolyn Maloney, and Darrell Issa, Members of Congress (Apr. 27, 2017) (‘‘Members of Congress’’); Merrill Corporation (May 16, 2017) (‘‘Merrill’’); Morningstar, Inc. (May 16, 2017) (‘‘Morningstar’’); Octachoron Limited (May 15, 2017) (‘‘Octachoron’’); Bill Palmer (May 12, 2017) (‘‘Palmer’’); Laurie A. Pergamit (May 2, 2017) (‘‘Pergamit’’); Somnath Ray (May 17, 2017) (‘‘Ray’’); Daniel C. Sweeney (Mar. 27, 2017) (‘‘Sweeney’’); TagniFi (Apr. 19, 2017) (‘‘TagniFi’’); U.S. Bancorp Fund Services, LLC (May 16, 2017) (‘‘USBFS’’); Workiva Inc. (May 23, 2017) (‘‘Workiva I’’); Workiva Inc. (Mar. 6, 2018) (‘‘Workiva II’’); XBRL International (May 16, 2017) (‘‘XBRL International’’); XBRL US (May 16, 2017) (‘‘XBRL US’’). 20 See Rule 401 of Regulation S–T. In 2005, the Commission began to allow registrants to voluntarily submit financial information in XBRL form as exhibits to periodic reports and Investment Company Act filings. See Release No. 33–8529 (Feb. 3, 2005) [70 FR 6556]. In 2007, the voluntary program was expanded to permit risk/return summary submissions. See Release No. 33–8823 (Jul. 11, 2007) [72 FR 39289]. As a result of rule amendments adopted by the Commission in 2009, the 2005 XBRL Voluntary Program is now only open for participation by investment companies and other entities that prepare their financial statements in accordance with Article 6 of Regulation S–X. See 2009 Financial Statement Information Adopting Release and 2009 Risk/ Return Summary Adopting Release. E:\FR\FM\16AUR2.SGM 16AUR2 40848 Federal Register / Vol. 83, No. 159 / Thursday, August 16, 2018 / Rules and Regulations proposed. The discussion below begins with a background description of the existing XBRL requirements and current XBRL practices. The discussion of the amendments is found in Section III.A. We believe that the use of Inline XBRL may reduce the time and effort associated with preparing XBRL filings, simplify the review process for filers, and improve the quality and usability of XBRL data for investors, market participants, and other data users. The Commission will continue to monitor industry practices and market developments in disclosure technologies. Should future developments suggest that a more efficient or less costly reporting standard would provide at least substantively similar benefits as Inline XBRL, we would evaluate whether changes to our reporting format are appropriate, including, without limitation, designating another reporting standard as an alternative to Inline XBRL for some or all aspects of the rule. II. Background and Economic Baseline sradovich on DSK3GMQ082PROD with RULES2 A. Overview of Existing XBRL Requirements for Operating Companies and Funds The XBRL requirements for the required information are located in the Interactive Data File provisions of Regulation S–K; 21 Forms F–10,22 20– F,23 40–F,24 6–K,25 and N–1A; 26 Rule 405 of Regulation S–T; and the EDGAR Filer Manual.27 Operating companies are required to submit financial statements and any applicable financial statement schedules in XBRL as exhibits to certain Exchange Act reports and Securities Act registration statements.28 In general, 21 See Item 601(b)(101) of Regulation S–K [17 CFR 229.601(b)(101)]. 22 See Paragraph (101) of Part II—Information Not Required to be Delivered to Offerees or Purchasers of Form F–10. 23 See Paragraph 101 of the Instructions as to Exhibits of Form 20–F. 24 See Paragraph B.(15) of the General Instructions to Form 40–F. 25 See Paragraph C.(6) of the General Instructions to Form 6–K. 26 See General Instruction C.3.(g) to Form N–1A. 27 The EDGAR Filer Manual sets forth the technical formatting requirements for the presentation and submission of electronic filings through the EDGAR system. EDGAR performs automated collection, validation, indexing, acceptance, and forwarding of submissions by companies and others who are required to file forms with the Commission. See https://www.sec.gov/ edgar/aboutedgar.htm (retrieved Jun. 20, 2018). 28 Financial statements in XBRL are required as exhibits to Exchange Act reports on Forms 10–Q, 10–K, 20–F, 40–F, and, in some cases, 8–K and 6– K. Financial statements in XBRL also are required as exhibits to Securities Act registration statements that contain financial statements, such as Form S– 1 (except registration statements filed in connection VerDate Sep<11>2014 19:12 Aug 15, 2018 Jkt 244001 operating companies that prepare their financial statements in accordance with U.S. GAAP or in accordance with IFRS as issued by the IASB must submit their financial statements to the Commission in XBRL. Filers that are required to provide information in XBRL must use the taxonomies specified on the Commission’s website.29 Funds are required to submit risk/ return summary information in XBRL as exhibits to registration statements and to prospectuses with risk/return summary information that varies from the registration statement.30 An operating company generally must submit the Interactive Data File as an exhibit to the relevant Related Official Filing.31 Funds are required to submit the Interactive Data File within 15 business days of (1) the effective date of the registration statement or posteffective amendment that contains the related information,32 or (2) the filing of a form of prospectus made pursuant to paragraph (c) or (e) of Rule 497.33 Operating companies and funds may delay submission and posting to the extent provided under a hardship exemption.34 When filers submit XBRL exhibits during EDGAR filing, the XBRL exhibits are validated for compliance with certain EDGAR Filer Manual technical requirements before the attachments are accepted. During EDGAR filing, EDGAR validates XBRL documents that make up an Interactive Data File, producing error and warning messages when issues with the XBRL data are identified. EDGAR also ‘‘renders’’—creates a humanreadable version of—XBRL data that can be viewed on the EDGAR website. EDGAR users can view a rendered version of the tagged information submitted in the XBRL exhibit by clicking on the ‘‘Interactive Data’’ with an initial public offering). Securities Act registration statements that do not contain financial statements, such as a Form S–3 or other form filed by an issuer that incorporates by reference all required financial statement information from its periodic reports, and Exchange Act registration statements are not required to include Interactive Data Files. See 2009 Financial Statement Information Adopting Release. 29 See Rule 405(c)(1) of Regulation S–T. 30 See General Instruction C.3.(g) to Form N–1A. 31 See Rule 405(a) of Regulation S–T. 32 See General Instruction C.3.(g)(i), (iv) to Form N–1A. 33 See General Instruction C.3.(g)(ii), (iv) to Form N–1A. 34 An operating company may delay the submission and posting of the Interactive Data File to the extent provided under a temporary or a continuing hardship exemption. See Rules 201 and 202 of Regulation S–T. A fund filer may delay the submission and posting of the Interactive Data File to the extent provided under a continuing hardship exemption. See Rule 202 of Regulation S–T. PO 00000 Frm 00004 Fmt 4701 Sfmt 4700 button next to the relevant filing on EDGAR. For both operating companies and funds, the Interactive Data File submitted to the Commission also must be posted on the filer’s website, if any, on the earlier of the calendar day that the filer submitted or was required to submit it.35 Operating companies must keep the Interactive Data File posted for at least 12 months.36 Funds must keep the Interactive Data File posted until the registration statement or post-effective amendment to which the Interactive Data File relates is no longer current.37 Currently, the requirement for operating companies to submit and post financial statement information in XBRL applies through the exhibit requirements of Item 601(b)(101) of Regulation S–K 38 and Forms F–10,39 20–F,40 40–F,41 and 6–K.42 Similar requirements for funds to submit and post risk/return summary information in XBRL apply through the exhibit requirements of Form N–1A 43 and Rule 497.44 These exhibit requirements specify when information in the Related Official Filing triggers the requirement to submit and post an Interactive Data File in the manner provided by Rule 405 of Regulation S–T.45 Rule 405 sets forth the basic content, format, submission, and posting requirements for the Interactive Data File, such as the requirement to submit the Interactive Data File as an exhibit to the Related Official Filing.46 Rule 405 also requires 35 See Rule 405(g). 36 Id. 37 See Rule 405(g) and General Instruction C.3.(g)(iii) to Form N–1A. If a fund does not submit or post interactive data as required, its ability to file post-effective amendments to its registration statement under Rule 485(b) under the Securities Act is automatically suspended until it submits and posts the interactive data as required. See Rule 485(c) under the Securities Act. The Interactive Data File also must be submitted in such a manner that will permit the information for each series and, for any information that does not relate to all of the classes in a filing, each class of the fund to be separately identified. See General Instruction C.3.(g)(iv) to Form N–1A. 38 The exhibit requirements of Item 601(b)(101) relate to Forms S–1, S–3, S–4, S–11, F–1, F–3, F– 4, 8–K, 10–Q, and 10–K. 39 See Paragraph (101) of Part II (Information Not Required to be Delivered to Offerees or Purchasers) of Form F–10. 40 See Paragraph 101 of the Instructions as to Exhibits of Form 20–F. 41 See Paragraph B.(15) of the General Instructions to Form 40–F. 42 See Paragraph C.(6) of the General Instructions to Form 6–K. 43 See General Instruction C.3.(g) to Form N–1A. 44 See Rule 497(c), (e). 45 The exhibit provisions that specify when an Interactive Data File is required for financial information also specify when it is optional and when it is prohibited. 46 See Rule 405(a)(2) for the exhibit requirement. E:\FR\FM\16AUR2.SGM 16AUR2 Federal Register / Vol. 83, No. 159 / Thursday, August 16, 2018 / Rules and Regulations that an Interactive Data File be submitted in accordance with the EDGAR Filer Manual.47 The EDGAR Filer Manual contains additional formatting and submission requirements for the Interactive Data File. On June 13, 2016, the Commission issued an exemptive order under the Exchange Act to permit operating companies that comply with certain conditions listed in the order to file structured financial statement data required in their periodic and current reports using Inline XBRL through March 2020, in lieu of filing all their XBRL data in a separate exhibit.48 B. Current XBRL Practices and Affected Parties 1. XBRL Preparation There were approximately 8,315 filers of annual and quarterly reports (Forms 10–K, 10–Q, 20–F, and 40–F), including amendments, during calendar year 2017.49 As of December 2017, there were approximately 11,181 funds registered on Form N–1A.50 Filers may prepare their Interactive Data to comply with existing XBRL requirements inhouse or use an outside service provider.51 Tagging required disclosures in XBRL may involve either a standalone or integrated approach.52 47 See Rule 405(a)(3). Order Granting Limited and Conditional Exemption under Section 36(a) of the Securities Exchange Act of 1934 from Compliance with Interactive Data File Exhibit Requirement in Forms 6–K, 8–K, 10–Q, 10–K, 20–F, and 40–F to Facilitate Inline Filing of Tagged Financial Data, Release No. 34–78041 (Jun. 13, 2016) [81 FR 39741] (‘‘Exemptive Order’’). 49 The figures are based on staff analysis of EDGAR filings. Filers were identified based on Central Index Key (‘‘CIK’’) codes. Some filers, including investment companies, asset-backed issuers, and filers who have received a hardship exemption, are not subject to financial statement information interactive data requirements. Interactive data requirements for operating companies also pertain to certain Securities Act registration statements, as well as certain filings on Forms 8–K and 6–K containing specified financial statements. 50 The figures are based on data obtained from ICI as of December 31, 2017, available at https:// www.ici.org/research/stats, and staff analysis of EDGAR filings. This count includes 9,360 mutual funds and 1,821 ETFs registered as open-end investment companies. The estimate of ETFs is reduced to exclude approximately eight ETFs registered as unit investment trusts (‘‘UITs’’). UITs and closed-end funds are not subject to the proposed amendments and are therefore excluded from this estimate. 51 See Inline XBRL Proposing Release, at 14285. See also William Sinnett, SEC reporting and the impact of XBRL: 2013 survey, Financial Executives Research Foundation (Nov. 15, 2013) (‘‘FERF Study’’), at 15. 52 See Inline XBRL Proposing Release, at 14285. With a standalone approach, filers or filing agents create an XBRL exhibit by copying the information from the filing document and tagging it in XBRL, which requires them to expend incremental sradovich on DSK3GMQ082PROD with RULES2 48 See VerDate Sep<11>2014 19:12 Aug 15, 2018 Jkt 244001 In 2009 the Commission estimated the expected direct cost of compliance with XBRL requirements by operating companies.53 After the adoption of the 2009 rules, several pre-proposal commenters and studies provided estimates of the cost of compliance with financial statement information XBRL requirements.54 According to a 2013 survey, the median operating company filer required 25 hours for the preparation and 15 hours for the review of XBRL and between $8,000 and $10,000 for the services of outside professionals for its most recent annual filing.55 According to another survey, the median small filer paid $10,000 or less on an annual basis for fully outsourced creation and filing of its XBRL exhibits.56 Preliminary statistics from a pricing survey being conducted by the AICPA and XBRL US indicate that the cost of XBRL formatting has declined 41% since 2014 and that the average cost of XBRL preparation for small reporting companies in 2017 averaged $5,850 per year.57 The 2009 Risk/Return Summary Adopting Release estimated the expected direct cost of compliance with the fund risk/return summary XBRL requirements.58 resources to create and tag a copy of the data and verify the consistency of tagged data across documents. With an integrated approach, XBRL tagging of required disclosures is a part of a broader disclosure management process, and integrated disclosure management software is used to generate both the HTML filing and the XBRL exhibit. 53 See 2009 Financial Statement Information Adopting Release, at 6804 (estimating direct costs of preparing and submitting interactive dataformatted financial statements, excluding the cost of website posting, at $39,510–$81,220 ($12,450– $20,340) for the first submission (each subsequent submission) with block-text footnotes and schedules and $29,700–$59,150 ($20,075–$36,940) for the first submission (each subsequent submission) with detailed tagging of footnotes and schedules, and the cost of website posting at $1,000 per year). 54 See Inline XBRL Proposing Release, at 14285– 6, n. 69. 55 See FERF Study, at 18–19. 56 See Research shows XBRL filing costs are lower than expected, AICPA, https://www.aicpa.org/ InterestAreas/FRC/AccountingFinancialReporting/ XBRL/DownloadableDocuments/ XBRL%20Costs%20for%20Small%20 Companies.pdf (retrieved Jun. 20, 2018) (‘‘AICPA Study’’); Mohini Singh (2017) The Cost of Structured Data: Myth vs. Reality, CFA Institute, https://www.cfapubs.org/doi/pdf/10.2469/ ccb.v2017.n5.1 (retrieved Jun. 20, 2018). 57 See https://xbrl.us/wp-content/uploads/2018/ 06/XBRL-US-Letter-to-HFSC-RE-HR-5054-6-62018.pdf (retrieved Jun. 20, 2018). 58 See 2009 Risk/Return Summary Adopting Release, at 7769 (estimating direct costs of preparing and submitting interactive data-formatted risk/return summary information, excluding the cost of website posting, at $23,200 for the first submission ($3,100 for each subsequent submission) and the cost of website posting at $250). One commenter stated that it uses a third-party vendor for XBRL preparation and estimated the PO 00000 Frm 00005 Fmt 4701 Sfmt 4700 40849 2. Voluntary Use of Inline XBRL by Operating Companies Under the Exemptive Order A small but growing number of operating company filers have relied on the Exemptive Order to voluntarily file in Inline XBRL.59 Large accelerated, accelerated, and nonaccelerated filers and smaller reporting companies were well represented, with large accelerated filers representing a larger proportion of voluntary operating company filers than their proportionate share of all operating company filers.60 Filers that have filed in Inline XBRL under the Exemptive Order used XBRL preparation software or filing agents that already can accommodate Inline XBRL. Based on filing software information, where available in the filing, voluntary Inline XBRL filers used seven different vendors.61 In conjunction with the Exemptive Order, the Commission also made the open source Inline Viewer available to the public so that filers could test and view their submissions before EDGAR filing and the public could easily view the Inline XBRL document within the context of a web browser. One commenter—whose vendor members are estimated by the commenter to ‘‘provide XBRL creation services for an estimated 80% of U.S. public companies that file in XBRL to the SEC each quarter’’—stated that ‘‘[m]any vendors today already have Inline XBRL capabilities or have development underway’’ to incorporate this capability into their tools.62 average time the commenter expends to review the approximately 336 risk/return summary XBRL filings per year produced for its funds at approximately 12 hours per month, with a peak of 32 hours per month. See letter from Federated II. This amounts to an average review time of approximately 0.43 hours per filing (12 hours per month × 12 months/336 filings per year). The cost of outside services for XBRL preparation, which are incurred in addition to the review time, is not stated in this letter. 59 Based on staff analysis of Inline XBRL filings, as of May 21, 2018, approximately 152 unique operating company filers filed approximately 526 Inline XBRL filings. The number of filers that have voluntarily filed in Inline XBRL so far is modest relative to the overall number of filers (approximately 1.8%). 60 As of May 21, 2018, staff analysis of voluntary Inline XBRL filings showed that large accelerated filers accounted for approximately 38% and accelerated filers approximately 18% of such filings. By comparison, based on staff analysis of Forms 10–K, 10–Q, 20–F, and 40–F filings and amendments to them filed during calendar year 2017, large accelerated filers accounted for approximately 26% and accelerated filers for approximately 19% of such filings. 61 This estimate is based on filings information as of May 21, 2018. 62 See letter from XBRL US. See also letters from Workiva I, IRIS, and ACI. E:\FR\FM\16AUR2.SGM Continued 16AUR2 40850 Federal Register / Vol. 83, No. 159 / Thursday, August 16, 2018 / Rules and Regulations sradovich on DSK3GMQ082PROD with RULES2 Based on our understanding of the experience of voluntary Inline XBRL filers and the input from commenters whose XBRL solutions were used in voluntary Inline XBRL filings, filers have not incurred increases in the cost of XBRL software.63 We recognize, however, that filers that voluntarily elected to file in Inline XBRL under the Exemptive Order may not be representative of all filers affected by the amendments. For example, most voluntary filers already used integrated XBRL preparation software. Thus, their transition to Inline XBRL likely entailed minimal changes to XBRL preparation workflow, with the resulting minor impact on both the cost of XBRL preparation and XBRL data quality. With regard to data quality of voluntary Inline XBRL filings by operating companies under the Exemptive Order, Commission staff reviewed a random sample of 25 Form 10–Q and Form 10–K Inline XBRL filings submitted pursuant to the Exemptive Order as of November 1, 2017 64 to determine whether Inline XBRL had any effect on a particular issue of data quality: Negative values.65 For each of the 25 filings, Commission staff reviewed the Inline XBRL filing and the latest filing prior to the Inline XBRL filing to determine if amounts were inappropriately entered as negative values in either of the filings. Commission staff observed one Inline XBRL filing with an inappropriate negative value for a footnote disclosure; the same disclosure in the latest filing prior to the Inline XBRL filing did not have an inappropriate negative value. After the initial Inline XBRL filing, that filer submitted a subsequent Inline XBRL filing and corrected the error. One commenter stated that XBRL data quality has not improved significantly, based on errors in XBRL data identified Vendors identified as having been used in voluntary Inline XBRL filings and other software vendors and filing agents that reference Inline XBRL capabilities on their websites, and in other public sources, accounted for approximately 87% of financial statement XBRL filings filed during 2017 for which preparation software could be identified. Preparation software could not be identified for approximately 3% of financial statement XBRL filings. 63 See, e.g., letters from Workiva I and ACI. Both of these commenters were vendors whose XBRL preparation solutions were used by voluntary Inline XBRL filers. 64 The examined subset of filings was randomly drawn from 252 Inline XBRL filings submitted as of November 1, 2017. 65 Most XBRL numeric elements are designed to be entered as positive values. Even if the XBRL element is related to a credit balance, the element should still be submitted as a positive number because debit and credit balances represent presentation attributes for the HTML document, not the underlying meaning of the XBRL element. VerDate Sep<11>2014 19:12 Aug 15, 2018 Jkt 244001 during the commenter’s review of early voluntary Inline XBRL filings pursuant to the Exemptive Order.66 However, the example provided by the commenter of an Inline XBRL tagging error was not an error in the Inline XBRL document, but rather a presentation discrepancy when the Inline XBRL document was run through the EDGAR Renderer, which is designed for XBRL format documents and not Inline XBRL format documents. In part of the example provided, the Inline XBRL document had a dimensional axis that does not present in the EDGAR rendered view. Nevertheless, these observations suggest that some XBRL data quality issues may remain for a minority of filers. The relatively small number of voluntary Inline XBRL filings to date makes it difficult to draw definitive conclusions about the extent to which Inline XBRL may improve data quality going forward. Moreover, we are not able to observe whether the reviewed voluntary filings were prepared with the use of the Inline XBRL Viewer tool, which can facilitate detection of certain types of errors, such as negative values and scaling errors. In addition, the experience of a small number of voluntary filers may not be representative of all filers subject to the amendments. Since the implementation of the voluntary Inline XBRL program, we have observed that, not only is the public using the Inline XBRL data, but some data users have also made enhancements to the Commission’s open source Inline XBRL Viewer. These enhancements, such as creating instantly human-readable time series charting, may help to make the XBRL data even more useful. For example, using these enhancements, a user can hover over the revenues element of a filing and instantly view the latest two years of reported revenues for that filer, or hover over a narrative element and instantly view the latest two years of text reported for that element by that filer. 3. XBRL Data Use There is a wide range of XBRL data users, including investors, financial analysts, economic research firms, data aggregators, academic researchers, filers seeking information on their peers for benchmarking purposes, and Commission staff. During the second quarter of 2017, individual financial statement information XBRL exhibits were accessed on the EDGAR website approximately 53.1 million times 66 See PO 00000 letter from TagniFi. Frm 00006 Fmt 4701 Sfmt 4700 (including approximately 13.7 million unique filing views by approximately 149,000 unique IP addresses) and individual risk/return summary XBRL exhibits were accessed approximately 6.8 million times (including approximately 839,000 unique filing views by approximately 8,000 unique IP addresses).67 This is the approximate equivalent of 287 exhibit views and 74 unique filing views for each filing with financial statement information XBRL data and 224 exhibit views and 28 unique filing views for each filing with risk/return summary XBRL data during the examined quarter. The Commission also combines, organizes and posts for bulk download financial statement information and risk/return summary XBRL data extracted from filings.68 As of June 16, 67 The figures are based on staff analysis of EDGAR log file data for the second quarter of 2017. The analysis examined access during the second quarter of 2017 to all financial statement information XBRL exhibits filed with annual and current reports and amendments to them and all risk/return summary XBRL exhibits filed with amendments to registration statements and forms of prospectuses since inception of the XBRL requirements. The analysis did not exclude access by ‘‘bots’’ because machine-readable XBRL data is designed to enable automated aggregation and processing. Due to data availability, these statistics do not capture access to XBRL data through the Public Dissemination Service or the use of the data, tools, and products made available by third-party data aggregators, incorporating XBRL data to varying degrees, which likely account for the largest share of market participants’ access to such data. These statistics also do not capture access to DERA XBRL datasets, which is discussed separately. The data definitions used to identify XBRL exhibits excluded access to XBRL data as part of a complete submission file or as part of an Inline XBRL document (for filings pursuant to the Exemptive Order). Applying the same methodology, individual XBRL files of nonaccelerated filers and smaller reporting companies were accessed on the EDGAR website approximately 23.3 million times (including approximately 6.2 million unique filing views by approximately 46,000 unique IP addresses). This is the approximate equivalent of 239 exhibit views (64 unique filing views) per filing. Filer status was obtained from the XBRL portion of the respective filing. Applying the same methodology, individual XBRL files of biotechnology companies were accessed on the EDGAR website approximately 4.9 million times (including approximately 1.3 million unique filing views by approximately 24,000 unique IP addresses). This is the approximate equivalent of 288 exhibit views (78 unique filing views) per filing. Companies were classified as being in the biotechnology sector based on primary Standard Industry Classification (‘‘SIC’’) codes (obtained from the XBRL portion of the respective filing) that correspond to industry groups for pharmaceutical products and medical equipment in the Fama and French 49 industry classification (https:// mba.tuck.dartmouth.edu/pages/faculty/ken.french/ Data_Library/det_49_ind_port.html, retrieved Jun. 20, 2018). 68 See https://www.sec.gov/dera/data/financialstatement-data-sets.html, https://www.sec.gov/dera/ data/financial-statement-and-notes-data-set.html, and https://www.sec.gov/dera/data/mutual-fundprospectus-risk-return-summary-data-sets (retrieved Jun. 20, 2018). E:\FR\FM\16AUR2.SGM 16AUR2 Federal Register / Vol. 83, No. 159 / Thursday, August 16, 2018 / Rules and Regulations 2018, in the approximately eight months since the Commission began posting risk/return summary datasets, financial statement data sets had approximately 55,327 page views (including approximately 33,130 unique page views); financial statement and notes data sets had approximately 232,398 page views (including 194,623 unique page views), and risk/return summary data sets had approximately 2,089 page views (including approximately 1,791 unique page views).69 A number of businesses have created products that provide XBRL data to investors. Data aggregators (i.e., entities that, in general, collect, package, and resell data) have incorporated XBRL data into their products to varying degrees. Various third-party data providers extract or preview information contained in XBRL exhibits, offering XBRL analytics tools or using XBRL data to supplement other reported data based on filer disclosures.70 The Commission staff uses XBRL data to efficiently analyze large quantities of information in support of risk assessment, rulemaking, and enforcement activities, including as part of its internally developed Corporate Issuer Risk Assessment and Financial Statement Query Viewer applications. Commenters and studies have noted the benefits of XBRL data in providing a wide range of financial reporting data that is not always available elsewhere.71 Other commenters and studies have indicated that XBRL data use has been limited, in part due to concerns sradovich on DSK3GMQ082PROD with RULES2 69 These statistics do not account for the use of third-party products or websites incorporating these datasets. See, e.g., https:// console.cloud.google.com/launcher/details/secpublic-data-bq/sec-public-dataset (retrieved Jun. 20, 2018). 70 See, e.g., a discussion of XBRL analytics tools, https://xbrl.us/use/howto/ (retrieved Jun. 20, 2018); https://xbrl.us/home/category/productsservices/ service/data-aggregation/ (retrieved Jun. 20, 2018); Mitchell R. Wenger, Rick Elam, and Kelly L. Williams (2013) A tour of five XBRL tools, Journal of Accountancy (Apr. 1, 2013), https:// www.journalofaccountancy.com/issues/2013/apr/ 20126677.html (retrieved Jun. 20, 2018); Inline XBRL Proposing Release, at 14286, n. 77; letters from Octachoron and TagniFi. 71 See, e.g., letters from CFA Institute, Data Coalition, Grant Thornton, Members of Congress, Octachoron, TagniFi, XBRL US, and XBRL International. Various academic studies have examined the benefits of XBRL for the information environment of firms. See Inline XBRL Proposing Release, at 14295, n. 169. See also Yu Cong, Hui Du, and Miklos A. Vasarhelyi (2017) Are XBRL files being accessed? Evidence from the SEC EDGAR log file data set, Journal of Information Systems (forthcoming) (examining rates of access to XBRL files and providing some evidence that investors in smaller operating companies access XBRL files and that investors may prefer XBRL files to non-XBRL files when both types of files are included with the filing). VerDate Sep<11>2014 19:12 Aug 15, 2018 Jkt 244001 regarding data quality and lack of awareness of XBRL.72 Several commenters stated that risk/return summary XBRL data is little used by investors.73 Some commenters stated that the use of risk/return summary XBRL data is limited due to the delay in its availability as compared to the HTML version of the same information.74 One of these commenters, a large data aggregator that processes fund information for investors, indicated that it must manually extract information from fund HTML filings because the structured XBRL filing comes too late for investors’ preferences.75 The 2005 XBRL Voluntary Program for financial statement information has not been used for several years, with no submissions during calendar years 2011–2017.76 III. Final Amendments and Anticipated Economic Effects A. Discussion of the Final Amendments 1. Inline XBRL Requirements a. Use of Inline XBRL Format On March 1, 2017, the Commission proposed rule and form amendments to facilitate improvements in the quality and usefulness of XBRL data and, over time, decrease filing costs by decreasing XBRL preparation costs.77 The proposed amendments would require operating 72 See Inline XBRL Proposing Release, at 14287, n. 78. See also letter from BIO (stating that ‘‘XBRL data is little used by biotech investors’’). But see note 67 above (discussing XBRL data use for smaller and biotech companies that is generally consistent with the XBRL data use for all operating companies). A December 2016 global survey of members by the CFA Institute, corroborating the results of the prior surveys, found that less than half of the respondents (approximately 45%) were aware of XBRL and, among those aware of XBRL, a minority of respondents (approximately 23%) use financial XBRL data from periodic reports. See CFA Institute Member Survey: XBRL, https:// blogs.cfainstitute.org/marketintegrity/2016/12/05/ do-you-know-what-xbrl-is-a-majority-of-surveyrespondents-do-not-know/ and https:// www.cfainstitute.org/-/media/documents/survey/ xbrl-member-survey-report-2016.ashx (retrieved Jun. 20, 2018). 73 See letters from Federated I and II, Frei, ICI I and II, and USBFS. One of these letters cited limited use of XBRL data posted on the filer’s website in connection with the discussion of limited XBRL data use. See letter from Federated II. 74 See, e.g., letters from Morningstar (‘‘we use the HTML filings rather than the XBRL filings because we can process them and share the information with end investors more quickly than if we were to wait for the XBRL filing’’) and XBRL US (‘‘[r]isk/ return data from mutual funds today is not as timely as investors would prefer’’). 75 See letter from Morningstar. 76 A few filers submitted Voluntary Program XBRL exhibits (EX100), but those filings seem to have been made in error. 77 See Inline XBRL Proposing Release. PO 00000 Frm 00007 Fmt 4701 Sfmt 4700 40851 company financial statement information and fund risk/return summary information to be submitted in the Inline XBRL format.78 Inline XBRL allows filers to embed XBRL data directly into an HTML document, eliminating the need to tag a copy of the information in a separate XBRL exhibit. Inline XBRL is both human-readable and machine-readable for purposes of validation, aggregation, and analysis. The proposed amendments also would eliminate the requirements for filers to post Interactive Data Files on their websites and terminate the 2005 XBRL Voluntary Program with respect to financial statement information.79 The majority of commenters generally supported the proposed Inline XBRL requirements.80 Many of these commenters specifically supported the proposal to replace the XBRL format with the Inline XBRL format for operating company filers,81 while several commenters supported applying the proposed Inline XBRL requirements to both operating companies and funds.82 Several commenters opposed the proposed Inline XBRL requirements for some or all filers.83 After considering these comments, we are adopting, substantially as proposed, amendments to Rule 405 to require the submission of financial statement information and risk/return summary information Interactive Data Files in Inline XBRL.84 Operating companies and funds, on a phased in basis, will be required to embed a part of the 78 Inline XBRLTM and iXBRLTM are trademarks of XBRL International. XBRL® is a registered trademark of XBRL International. The Inline XBRL technology is freely licensed by XBRL International. See https://specifications.xbrl.org/spec-groupindex-inline-xbrl.html (retrieved Jun. 20, 2018) and https://specifications.xbrl.org/presentation.html (retrieved Jun. 20, 2018). 79 See note 20 above. 80 See, e.g., letters from ACI, AICPA, CFA Institute, Data Coalition, Deloitte, Grant Thornton, Hoffman, IRIS, Lewis, Kumar, Members of Congress, Merrill, Morningstar, Octachoron, Palmer, TagniFi, Workiva I, XBRL International, and XBRL US. 81 See, e.g., letters from ACI, AICPA, CFA Institute, Data Coalition, Deloitte, Grant Thornton, Hoffman, IRIS, Members of Congress, Merrill, Morningstar, Octachoron, TagniFi, XBRL International, XBRL US, and Workiva I. 82 See, e.g., letters from ACI, AICPA, CFA Institute, Data Coalition, Members of Congress, Morningstar, XBRL International, and XBRL US. Two of these commenters elaborated on their specific support to replace the XBRL format with the Inline XBRL format for risk/return summaries. See letters from Morningstar and XBRL US. 83 See, e.g., letters from Cigna and FEI (opposing the Inline XBRL requirement for financial statement information); letters from Hindssight and Pergamit (expressing general opposition to Inline XBRL); and letters from Federated I and II, Frei, ICI I and II, and USBFS (opposing the Inline XBRL requirement for risk/return summaries). 84 See new Rule 405(a)(3). E:\FR\FM\16AUR2.SGM 16AUR2 40852 Federal Register / Vol. 83, No. 159 / Thursday, August 16, 2018 / Rules and Regulations sradovich on DSK3GMQ082PROD with RULES2 Interactive Data File within an HTML document using Inline XBRL and to include the rest in an exhibit to that document. The portion filed as an exhibit to the form will contain contextual information about the XBRL tags embedded in the filing. The information as tagged will continue to be required to satisfy all other requirements of Rule 405, including the technical requirements in the EDGAR Filer Manual. The Inline XBRL requirement, similar to the current XBRL requirement, will apply to financial statement information in HTML regardless of whether it appears in the non-exhibit part of a filing and/or in one or more exhibits. Accordingly, under Inline XBRL, tags must be embedded wherever that HTML information appears. The Commission received a number of comments that addressed data usability, quality, and cost issues. Various commenters stated that Inline XBRL would, over time, (i) increase the efficiency of review and yield savings of XBRL preparation time and cost; 85 (ii) potentially improve the quality of XBRL data (by reducing discrepancies between HTML and XBRL data); 86 and (iii) increase the data’s usability (through greater accessibility and transparency of the data and enhanced capabilities for data users, who would no longer have to view the XBRL data separately from the text of the documents).87 One commenter stated that while ‘‘Inline XBRL will not directly contribute to increased quality . . . indirectly, Inline XBRL will contribute to better decisions related to the meaning conveyed by the machine-readable XBRL format.’’ 88 Another commenter emphasized the benefit of Inline XBRL ‘‘in allowing filers greater control over the presentation of financial exhibits.’’ 89 85 See, e.g., letters from ACI, AICPA, CFA Institute, Cigna, Data Coalition, FEI, IRIS, Kumar, Lewis, Members of Congress, Merrill, Workiva I, XBRL International, and XBRL US. But see letter from ICI I (stating that funds will not realize a significant increase in the effectiveness and efficiency of XBRL preparation) and letter from Pergamit (stating that Inline XBRL would not yield benefits for filers). 86 See, e.g., letters from ACI, AICPA, CFA Institute, IRIS, Kumar, Lewis, Members of Congress, Merrill, Morningstar, Octachoron, Palmer, Ray, XBRL International, and XBRL US. But see, e.g., note 107 below (stating that there would not be gains in data quality for risk/return summaries) and letters from EY, TagniFi, and Workiva I (stating that there would not be gains in data quality for financial statement information). 87 See, e.g., letters from ACI, AICPA, CFA Institute, Deloitte, IRIS, Morningstar, Octachoron, Ray, TagniFi, and XBRL US. But see letters from Federated I and II (regarding risk/return summaries) and Pergamit. 88 See letter from Hoffman. 89 See letter from Octachoron. VerDate Sep<11>2014 19:12 Aug 15, 2018 Jkt 244001 Several commenters that supported requiring Inline XBRL for financial statement information expressed concern that switching to Inline XBRL would not be sufficient to significantly improve the quality of financial statement information XBRL data without additional measures. Some of these commenters recommended that the Commission implement additional validation rules, including the incorporation of XBRL Data Quality Committee validation rules.90 Some of these commenters recommended expanding the scope of auditor assurance to include review of XBRL tags.91 Some commenters encouraged additional engagement or alignment with other entities such as the Financial Accounting Standards Board (‘‘FASB’’), the IASB, and international regulators who are also using the Inline XBRL format.92 We continue to analyze the data quality of submissions made in XBRL and Inline XBRL, as well as monitor developments related to the XRBL standard and the Inline XBRL specification. If additional technical rules within the EDGAR environment are deemed necessary, they may be reflected in updates to the EDGAR Filer Manual, but we are not imposing additional XBRL validation requirements at this time. We note that filers, vendors, and filing agents are currently able to voluntarily incorporate validation rules into their software and that the Commission makes available various tools to assist XBRL filers. Moreover, filers remain subject to Rule 405(c) of Regulation S–T, which imposes certain fundamental data quality requirements on Interactive Data File submissions.93 Regarding our engagement with other entities such as the FASB, we note that the staff actively engages with the FASB over the development of the U.S. GAAP Taxonomy throughout the year. For 90 See, e.g., letters from AICPA, CFA Institute, Deloitte, TagniFi, Workiva I, XBRL International, and XBRL US. 91 See, e.g., letters from AICPA, CFA Institute, Deloitte, EY, Grant Thornton, Hoffman, XBRL International, and XBRL US. 92 See, e.g., letters from AICPA, EY, and XBRL International. 93 17 CFR 232.405(c)(1). In particular, each data element in the Interactive Data File must reflect the same information in the corresponding data in the Related Official Filing; data elements contained in the corresponding data in the Related Official Filing may not be changed, deleted, or summarized in the Interactive Data File; and each data element contained in the Interactive Data File must be matched with an appropriate tag from the most recent version of the standard list of tags specified by the EDGAR Filer Manual, with a new special element required to be created and used only if an appropriate tag does not exist in the standard list. PO 00000 Frm 00008 Fmt 4701 Sfmt 4700 example, the staff reviews and consults on the taxonomy development process, taxonomy changes, and comments received from the public. We continue to encourage all members of the public to submit any comments they may have to improve the U.S. GAAP Taxonomy to the FASB. As we have noted throughout this release, we are aware of various developments that could impact the Commission’s XBRL requirements and will continue to monitor those developments as filers transition to Inline XBRL. With respect to expanded auditor assurance, one commenter stated that a recent survey of its members found that ‘‘77 per cent of respondents wish to have assurance of the tagged data.’’ 94 Another commenter stated that ‘‘audit committees are likely to request that auditors perform a separate attestation engagement to provide an opinion on the accuracy and consistency of the XBRL formatted information, and issue a report’’ in order ‘‘to provide investors additional confidence in the iXBRL formatted information.’’ 95 However, a different commenter stated that XBRL data cannot be audited because tag selection is subjective and no accounting standards are applicable.96 As the Commission stated in the Inline XBRL Proposing Release, the proposed amendments were intended to modernize existing financial statement information XBRL requirements to incorporate developments in the XBRL technology since the 2009 adoption of these requirements. The proposal did not contemplate any changes to the application of officer certifications or auditor assurance requirements to XBRL data.97 In particular, the Commission noted that, because the proposed amendments related only to the manner of submitting the Interactive Data File and not the data that comprises the Interactive Data File, it was not proposing to change the existing positions pertaining to the exclusion of the Interactive Data File from the officer certification and assurance requirements.98 Consistent with the 94 See letter from CFA Institute. letter from AICPA. 96 See letter from Workiva I. 97 See Inline XBRL Proposing Release, at 14297, n. 181 and accompanying text. 98 Id. Currently, the financial statement information Interactive Data File is excluded from the officer certification requirements under Rules 13a–14(f) and 15d–14(f) of the Exchange Act [17 CFR 240.13a–14 and 240.15d–14]. Furthermore, auditors are not required to apply AS 2710 (Other Information in Documents Containing Audited Financial Statements), AS 4101 (Responsibilities Regarding Filings Under Federal Securities Statutes), or AS 4105 (Reviews of Interim Financial Information) (prior to December 31, 2016, AU 95 See E:\FR\FM\16AUR2.SGM 16AUR2 Federal Register / Vol. 83, No. 159 / Thursday, August 16, 2018 / Rules and Regulations sradovich on DSK3GMQ082PROD with RULES2 proposal, we are not making any such changes at this time. Several commenters recommended clarifying that financial statement information XBRL data under the new Inline XBRL requirement would not be subject to auditor assurance in order to address a potential ‘‘expectations gap’’ that might arise if XBRL data is embedded in a document containing HTML financial statements subject to auditor assurance. Commenters had different suggestions on how to communicate the auditor’s responsibility related to financial statement information XBRL data, such as by including some form of reporting mechanism or disclosure within the filing, or by having the Commission reaffirm its position from the Inline XBRL Proposing Release that there is no change in auditor responsibility.99 Consistent with the suggestions of these commenters, we are reiterating that the change from the XBRL format to the Inline XBRL format does not change the Commission’s positions with respect to officer certifications and auditor assurance. Accordingly, we are not requiring additional transparency regarding auditors’ responsibilities related to financial statement information XBRL data at this time. However, consistent with the existing XBRL requirements, issuers would not be prohibited from indicating in the financial statements (such as in a footnote) the degree (or lack thereof) of auditor involvement related to the financial statement information XBRL data.100 A few commenters cited concerns about the burden of transition to Inline Sections 550, 711, and 722, respectively) to the Interactive Data File submitted with a company’s reports or registration statements. In addition, filers are not required to obtain assurance on their Interactive Data File or involve third parties, such as auditors or consultants, in the creation of their Interactive Data File. See 2009 Financial Statement Information Adopting Release, at 6796–6797. However, the Commission has previously stated that XBRL is part of an issuer’s disclosure controls and procedures. See 2009 Financial Statement Information Adopting Release, at 6797. Risk/return summary information Interactive Data File requirements do not require funds to involve third parties, such as auditors or consultants, in the creation of the interactive data provided as an exhibit to a fund’s Form N–1A filing, including assurance. With respect to registration statements, SAS 37 (currently AS 4101) was issued in April 1981 to address the auditor’s responsibilities in connection with filings under the federal securities statutes. With respect to existing risk/return summary information Interactive Data File requirements, an auditor is not required to apply AS 4101 to the Interactive Data File. See 2009 Risk/ Return Summary Adopting Release, at 7760–7761 and footnote 183. 99 See, e.g., letters from AICPA, Deloitte, EY, and Grant Thornton. 100 See 2009 Financial Statement Information Adopting Release, at 6796. VerDate Sep<11>2014 19:12 Aug 15, 2018 Jkt 244001 XBRL.101 The amendments address transition issues through the use of a staggered phase-in period, discussed in greater detail in Section III.A.1.c below. Further, in response to commenter concerns, we are making certain modifications from the proposed compliance dates to help filers address any transition issues. In particular, in response to commenters’ suggestions, the amendments include an additional transition accommodation for operating companies whereby Inline XBRL will be required for the first Form 10–Q for a fiscal period ending on or after the applicable compliance date, which is intended to further facilitate the transition to Inline XBRL. The amendments also modify the phase-in period for funds to provide funds and vendors with additional time to transition to Inline XBRL for risk/return summaries and to modify their processes for preparing and reviewing these filings to accommodate the elimination of the 15 business day filing period. We believe that these aspects of the amendments will help to mitigate the burden of transition to Inline XBRL. As proposed, the amendments will also require risk/return summary information to be submitted in Inline XBRL.102 Among commenters that addressed the Inline XBRL requirement for funds, several commenters expressed support for Inline XBRL for risk/return summaries.103 Some of these commenters cited the potential benefits of increased timeliness and usability of XBRL data to investors and other data users.104 They also described economies of scale that funds may realize from their vendors providing an XBRL preparation process that is consistent with operating companies under a single standard specification.105 Several commenters opposed the Inline XBRL requirement for risk/return summaries.106 These commenters stated that there are few, if any, data quality issues with risk/return summary XBRL data today and concluded that Inline 101 See, e.g., letters from Cigna and FEI (regarding the burden of transition for operating companies); Hindssight (expressing concern about costs but not specifying whether it pertained to operating companies or funds); Federated I and II, Frei, ICI I and II, and USBFS (regarding the burden of transition for funds). 102 See new Rule 405(a)(3)(ii) of Regulation S–T. 103 See, e.g., letters from ACI, AICPA, CFA Institute, Data Coalition, Members of Congress, Morningstar, XBRL International, and XBRL US. 104 See letters from Morningstar and XBRL US. 105 Id. 106 See, e.g., letters from Federated I and II; Frei; ICI I and II; and USBFS. In addition, two commenters generally opposed Inline XBRL without stating whether their opposition was specific to funds or operating companies. See letters from Pergamit and Hindssight. PO 00000 Frm 00009 Fmt 4701 Sfmt 4700 40853 XBRL would not improve the quality of risk/return summary XBRL data.107 One commenter stated that the proposed Inline XBRL requirements for funds do not have tangible benefits for investors and impose costs that would outweigh any benefits.108 Commenters also expressed differing views regarding the extent to which investors, Commission staff, and academics use the fund information submitted in XBRL. Some commenters stated that XBRL data filed by funds is little used by investors 109 or data aggregators.110 Others stated that it was used by data aggregators and, if more timely provided, its use by data aggregators and, indirectly, by investors, would increase.111 Two commenters observed that the current 15 business day filing delay decreases the usefulness of this data as a means of providing timely information to investors and stated that they or others would make greater use of this data if we eliminated the delay.112 After considering the input of commenters, we continue to believe that it is important for risk/return summary information to be provided in an XBRL 107 See letters from ICI (reiterating the observation in the Inline XBRL Proposing Release that, compared to financial statements of operating companies, mutual fund risk/return summaries have fewer instances in which numeric data is embedded into text and the data is generally more standardized as a reason why, in the commenter’s view, data quality is not an issue for mutual fund risk/return summaries) and USBFS (stating that it was not aware of any XBRL filing data quality issues affecting the funds serviced by the commenter or any other funds in the industry). 108 See letter from Federated II. 109 See letters from Federated I (stating that it does ‘‘not believe that either XBRL, or the proposed iXBRL filing and posting requirements are (or would be) useful to investors.’’); Federated II; Frei (‘‘There has been no evidence that the SEC staff, academics, or every day investors uses [sic] this data.’’); ICI I (stating that investors generally do not use XBRL tagged risk/return summary information and instead obtain this risk/return information in human-readable form from fund prospectuses, on fund websites, or on third party information provider websites.’’); ICI II; USBFS (stating that the XBRL data is generally not used by investors, investment advisers, or broker-dealers in making investment decisions or recommendations). 110 See letter from ICI (stating that its members provide data directly to many information providers and further noting that these information providers separately extract data from HTML filings). 111 See letters from Frei and USBFS (referencing XBRL data use by data aggregators) and XBRL US (noting Morningstar’s support of eliminating the 15 day filing period as it would allow them to use the XBRL data to more rapidly disseminate fund data to investors). 112 See letters from Morningstar (noting that it currently uses the HTML filings rather than the XBRL filings because it can process and share the information with investors more quickly than if it were to wait for the XBRL filing) and XBRL US (stating that the elimination of the 15 business day period would make XBRL data much more valuable to data providers and investors). E:\FR\FM\16AUR2.SGM 16AUR2 sradovich on DSK3GMQ082PROD with RULES2 40854 Federal Register / Vol. 83, No. 159 / Thursday, August 16, 2018 / Rules and Regulations format and that this format be as usable for investors and other data users as possible. We understand, based on commenter input, that many investors obtain risk/return summary information through data aggregators but that they may seek it out more quickly than it is currently available in XBRL through fund submissions. To meet this demand for more timely data, one data aggregator manually extracts the risk/ return summary information from fund HTML or ASCII filings over a period of days rather than wait up to 15 business days for the XBRL filings. We further understand, based on commenter input, that transitioning to Inline XBRL will allow risk/return summary information to reach investors via aggregators in hours, rather than days, after a Related Official Filing. As a result, we expect that more timely XBRL data will lead to increased use of that data by third-party data aggregators already in the market. We also anticipate that data aggregators with fewer resources or any new entrants to the data aggregation market would be better positioned to compete to provide information products to investors based on fund risk/return summaries if timely delivery does not require the resources necessary to tag the information manually. Investors will also be able to take further advantage of the XBRL data in ways that were not possible before. Because the Inline XBRL format embeds XBRL within the HTML document, investors can use their own web browser to view the embedded XBRL data and metadata within the context of the Related Official Filing, without having to download the information into any separate applications for review and analysis. Contrary to some commenters’ statements that this data is little used, risk/return summary XBRL data is accessed on EDGAR on a regular basis.113 We also disagree with commenters who suggested that investors do not benefit when data aggregators use XBRL data.114 These aggregators typically use this data to provide information to investors, and funds are primarily held by retail investors, who often look to third party information sites when evaluating various funds for investment. Preparing Inline XBRL filings involves embedding XBRL tags into the HTML document. This single-document approach should create long-term benefits by removing a separate workflow of checking the numbers and 113 See Section II.B.3 above. e.g., letters from Federated II, Frei, ICI II, and USBFS. 114 See, VerDate Sep<11>2014 19:12 Aug 15, 2018 Jkt 244001 text in the original HTML filing for consistency with the numbers and text in the separate XBRL filing and the related time demands that entails—time demands that currently contribute towards much later filings by funds and less timely information for fund investors. Several commenters indicated that funds would not realize cost savings from Inline XBRL and that funds would incur significant costs of transition to Inline XBRL, which would be compounded by the elimination of the 15 business day filing period and would outweigh any benefits.115 One commenter stated that its members do not anticipate a significant increase in the efficiency and effectiveness of their filing processes from the shift to Inline XBRL.116 Two commenters stated that a number of funds currently use a standalone approach to XBRL preparation and thus may require significant changes in XBRL preparation workflow to transition to Inline XBRL.117 One of these commenters further indicated that the Commission may have overestimated the proportion of funds that use an integrated approach to XBRL preparation.118 According to this commenter, while funds that use ‘‘the largest financial printers’’ are likely well positioned to comply with the Inline XBRL requirement, funds that instead rely on other service providers for preparing and submitting XBRL filings (e.g., law firms, administrators, in-house advisory firm personnel, and smaller financial printers) will be forced to incur significant costs and potentially change vendors.119 Thus, the commenter asserted, the Inline XBRL Proposing Release significantly underestimated the costs of transitioning to Inline XBRL for funds, particularly for smaller filers. We recognize that many funds today prepare and file an HTML or ASCII version of risk/return information in the Related Official Filing and then, up to 15 business days later, prepare and file a separate XBRL exhibit with this same risk/return information. As a result, 115 See letters from Federated I and II, Frei, ICI I and II, and USBFS. 116 See letter from ICI I. 117 See letters from USBFS and XBRL US. Another commenter referenced the comment letter by USBFS (stating that ‘‘at least one large filing vendor believes that the SEC’s proposal may have significantly underestimated the cost of implementing iXBRL tagging in the mutual fund context, particularly for smaller registrants’’). See letter from ICI II. 118 See letter from USBFS. 119 Id. We note, however, to the extent funds rely on other service providers to prepare and submit XBRL filings, those service providers in turn may be relying on financial printers. PO 00000 Frm 00010 Fmt 4701 Sfmt 4700 many funds may incur one-time costs to change their workflow processes as they transition to filing this information in an Inline XBRL format without this extended filing period. We acknowledge that this may cause some funds to change vendors or software products used to create these filings, and that these transition costs will likely be greater than estimated in the Proposing Release.120 However, we believe that the improved data usability that Inline XBRL offers, particularly when combined with the more efficient Inline XBRL process that reduces the need for the extended filing period, provides benefits to investors that justify these initial costs to funds. Accordingly, we are adopting Inline XBRL and the related elimination of the 15 business day filing period for fund risk/return summaries. However, in light of the comments and to help funds address transition issues, we are extending the proposed phase-in for risk/return summary Inline XBRL requirements, as discussed in greater detail in Section III.A.1.c below. After careful consideration, we continue to believe that the amendments to risk/ return summary XBRL requirements to reflect the evolution of XBRL technology will offer benefits to data users and further believe that the modified compliance dates provide sufficient time for filers, software vendors, and filing agents to transition to Inline XBRL. b. Timing of Submission of Interactive Data File The Commission did not propose any changes to the timing of the required submission of the financial statement information XBRL data, nor are we adopting any, and operating companies will generally continue to be required to submit the Interactive Data File with the filing. With respect to risk/return summary information, currently an Interactive Data File for a Form N–1A filing, whether the filing is an initial registration statement or a post-effective amendment to it, must be submitted as an amendment to the registration statement to which the Interactive Data File relates.121 That amendment with the Interactive Data File also must be submitted after the registration statement or post-effective amendment that contains the related information becomes effective but not later than 15 business days after the effective date of 120 See letters from Federated I and II, ICI I and II, and USBFS. 121 General Instruction C.3.(g)(i) to Form N–1A. E:\FR\FM\16AUR2.SGM 16AUR2 Federal Register / Vol. 83, No. 159 / Thursday, August 16, 2018 / Rules and Regulations that registration statement or posteffective amendment.122 Funds also are required to submit an Interactive Data File for any form of prospectus filed that includes risk/ return summary information that varies from the registration statement.123 In the case of those filings, however, funds are permitted to file the Interactive Data File concurrently with the filing or up to 15 business days subsequent to the filing.124 As the Commission noted in the 2009 Risk/Return Summary Adopting Release, the period of 15 business days was intended both to provide funds with adequate time to prepare the exhibit and to make the interactive data available promptly.125 i. Concurrent Submissions With Certain Post-Effective Amendment Filings To help facilitate efficiencies in the fund post-effective amendment filing process, the Commission proposed to permit funds to submit Interactive Data Files concurrently with certain posteffective amendments to fund registration statements.126 The Commission proposed this change in recognition of the fact that, in its experience, post-effective amendments filed pursuant to these paragraphs of Rule 485 generally are not subject to further revision.127 We received one comment letter on this aspect of the proposal. The commenter expressed support for the proposed amendment, believing that administrative costs would be reduced relative to making a separate filing for 122 Id. 123 See General Instruction C.3.(g)(ii) to Form N– 1A. sradovich on DSK3GMQ082PROD with RULES2 124 Id. 125 See 2009 Risk/Return Summary Adopting Release, at 7754, n. 97 and accompanying and following text. 126 See proposed General Instruction C.3.(g)(i)(B) to Form N–1A. 127 With the exception of post-effective amendments filed pursuant to Rule 485(b)(1)(iii), a post-effective amendment filed under Rule 485(b)(1) may become effective immediately upon filing. Paragraph (b)(1)(i) of Rule 485 permits a posteffective amendment filing for the purpose of bringing the financial statements up to date under Section 10(a)(3) of the Securities Act or Rule 3–12 or 3–18 of Regulation S–X. 17 CFR 210.3–12 and 210.3–18. Paragraph (b)(1)(ii) of Rule 485 permits a posteffective amendment filing for the purpose of complying with an undertaking to file an amendment containing financial statements, which may be unaudited, within four to six months after the effective date of the registrant’s registration statement under the Securities Act. Paragraph (b)(1)(v) of Rule 485 permits a posteffective amendment filing for the purpose of making any non-material changes which the registrant deems appropriate. Paragraph (b)(1)(vii) of Rule 485 permits a posteffective amendment filing for any other purpose which the Commission shall approve. VerDate Sep<11>2014 19:12 Aug 15, 2018 Jkt 244001 submitting the XBRL data.128 After considering commenter input, and to provide funds with flexibility to achieve cost and administrative efficiencies, we are adopting the amendments as proposed.129 ii. 15 Business Day Filing Period To improve the timeliness of the availability of risk/return summary XBRL information, the Commission proposed to eliminate the 15 business day filing period for the submission of the Interactive Data File accorded to all fund filings containing risk/return summaries (initial registration statements; post-effective amendments; and forms of prospectuses that include risk/return summary information that varies from the registration statement). At the same time, the Commission sought comment on whether a different length filing period might be more appropriate. In proposing to mandate the use of Inline XBRL, the Commission noted that Inline XBRL involves embedding XBRL data directly into the filing. Inline XBRL thereby reduces the need for this filing delay, which is typically used to prepare and review a separate XBRL-only filing. Two commenters supported the Commission’s proposal to eliminate the 15 business day filing period.130 These commenters noted that the elimination of the 15 business day filing period would allow data aggregators to process and share the information more quickly with investors, who are the end-users. This is because aggregators would no longer have to either wait 15 business days or manually extract information from the HTML or ASCII version of the risk/return summary in order to provide the information to investors in a more timely manner, which itself takes time.131 One commenter, while supporting elimination of the current filing period, noted that funds are ‘‘accustomed to taking advantage of the 15-day grace period’’ and so would need to enact major workflow changes if this period is eliminated, likely requiring increased staffing levels and resulting in higher costs for both funds and their vendors.132 This commenter also 128 See letter from Federated I (stating that it is ‘‘generally in support of allowing mutual funds to submit the interactive data files concurrently with certain post-effective amendments as we believe this would reduce administrative costs associated with filing interactive data separately’’). 129 See new General Instruction C.3.(g) to Form N–1A; see also new Rule 405(a)(3)(ii) of Regulation S–T. The amendments to these two provisions have the result of permitting fund filers to submit XBRL data concurrently with the Related Official Filing. 130 See letters from Morningstar and XBRL US. 131 Id. 132 See letter from XBRL US. PO 00000 Frm 00011 Fmt 4701 Sfmt 4700 40855 acknowledged that funds may encounter greater challenges than operating companies under the proposed amendments, given that many fund complexes must make multiple, simultaneous filings for the funds they sponsor or manage.133 This commenter asked the Commission to consider giving funds more time to make the transition to Inline XBRL due to these challenges, but nevertheless urged the Commission to adopt the proposal, believing that moving the marketplace to a single standard—Inline XBRL— would be ‘‘beneficial to all stakeholders over the long-term.’’ 134 Three commenters expressed concerns about the costs, changes in workflow, and loss of flexibility associated with the elimination of the 15 business day filing period.135 Two commenters proposed that the Commission preserve the 15 business day filing period to allow funds time to work through any technical difficulties that may occur with the tagging process and review and approve the tagged filings.136 These commenters also stated that, for those funds that mail the prospectus and shareholder report together, the shorter timeframe for Inline XBRL review would increase the likelihood of having to mail the prospectus and shareholder report separately, which if it occurred, would increase the mailing costs for fund shareholders.137 One commenter did not support eliminating the current XBRL filing period, but stated that funds would not be burdened by shortening this period from 15 business days to 10 business days.138 Another commenter suggested, as an alternative, shortening the 15 day timeframe to 7 days.139 After evaluating comments received on this issue, and in light of our decision to require the use of Inline XBRL for fund filers as proposed, we are eliminating the current 15 business day filing period for risk/return summary XBRL data. As a result: • For post-effective amendments filed pursuant to paragraph (b)(1)(i), (ii), (v), or (vii) of Rule 485, Interactive Data 133 Id. See also letters from Federated II (stating that it submitted 1,291 filings, in addition to 336 XBRL filings, in the past calendar year for its funds) and ICI II (referencing the letter from Federated II). 134 See letter from XBRL US. 135 See letters from Federated I and II, ICI I and II, and USBFS. 136 See letters from ICI I and II and Federated I and II. 137 Id. One of these commenters estimated the additional mailing costs of sending the prospectuses separately at approximately $1.5 million per year. See letter from Federated II. 138 See letter from USBFS. 139 See letter from ICI II. E:\FR\FM\16AUR2.SGM 16AUR2 40856 Federal Register / Vol. 83, No. 159 / Thursday, August 16, 2018 / Rules and Regulations sradovich on DSK3GMQ082PROD with RULES2 Files must be filed either concurrently with the filing or in a subsequent amendment that is filed on or before the date that the post-effective amendment that contains the related information becomes effective; 140 • For initial registration statements and post-effective amendments filed other than pursuant to paragraph (b)(1)(i), (ii), (v), or (vii) of Rule 485, Interactive Data Files must be filed in a subsequent amendment on or before the date the registration statement or posteffective amendment that contains the related information becomes effective; 141 and • For any form of prospectus filed pursuant to Rule 497(c) or (e), funds must submit the Interactive Data File concurrently with the filing.142 We recognize that many funds will experience changes in workflow and associated costs once the filing period is eliminated. However, we believe that eliminating the 15 business day filing period will significantly improve the timely availability of risk/return summary XBRL information for investors, other market participants, and other data users, yielding substantial benefits. Two commenters indicated that the benefits of XBRL data are currently not being realized for many potential data users, including data aggregators and (indirectly) investors, due to the filing period.143 For data aggregators responding to demand for the data earlier than 15 business days after the effective date of the related filing, eliminating this period will remove the need for time consuming manual extraction of this information from HTML or ASCII filings and allow data aggregators to obtain this data earlier, thereby expediting the availability of the data and related analysis to investors.144 Further, the transition of funds to Inline XBRL will entail embedding XBRL tags into the HTML filing, reducing the need for a separate XBRL filing period. In addition, eliminating the current 15 day filing period could have other, indirect beneficial effects. We understand some funds currently provide more timely return information to some data aggregators. However, funds do not provide other information contained in the risk/return summary information on a more timely basis, such as fee and risk information, which 140 See new General Instruction C.3.(g)(i)(B) to Form N–1A. 141 See new General Instruction C.3.(g)(i)(A) to Form N–1A. 142 See new General Instruction C.3.(g)(ii) to Form N–1A. 143 See letters from Morningstar and XBRL US. 144 Id. VerDate Sep<11>2014 19:12 Aug 15, 2018 Jkt 244001 data aggregators also use to provide information products to investors. Providing more timely XBRL data may enable data aggregators to better compete in providing timely information to investors. Today, only those aggregators with sufficient resources to manually extract this information from the text filings can respond to demands to provide investors with more timely data. Further, in the staff’s experience, risk/ return summary information is relatively standardized and the list of XBRL data elements that are tagged in the risk/return summary should not vary substantially from period to period, minimizing the impact of workflow changes in this area. Therefore, we do not see a compelling reason to retain even a shortened filing period, such as 10 or 7 days, and note that any delayed filing period would undermine the timeliness and usability benefits. We also note that, while funds may currently use the 15 business day filing period to review the XBRL data, operating companies prepare, review, and file XBRL data without an additional filing period. Compared to fund filings with risk/return summaries, operating company XBRL filings entail a more complex taxonomy, with more data elements, as well as more instances of numeric data being embedded into text. Studies have shown that concurrent submission of the HTML and XBRL data for operating companies began with a standalone approach and over time transitioned to an integrated approach as technology developed to achieve efficiencies.145 For example, one recent study found that the median small filer paid $10,000 or less for fully outsourced XBRL preparation.146 Similarly, preliminary statistics from a pricing survey being conducted by the AICPA and XBRL US indicate that the cost of XBRL formatting has declined 145 See Trevor S. Harris and Suzanne Morsfield, ‘‘An Evaluation of the Current State and Future of XBRL and Interactive Data for Investors and Analysts’’—‘‘White Paper Number Three,’’ Columbia Business School Center for Excellence in Accounting and Security Analysis (December 2012), https://www8.gsb.columbia.edu/rtfiles/ceasa/ An%20Evaluation%20of%20the %20Current%20State%20and%20Future%20of %20XBRL%20and%20Interactive%20Data %20for%20Investors%20and%20Analysts.pdf (retrieved Jun. 20, 2018), at 38 (stating that filers have transitioned over time to integrated disclosure management solutions). Consistent with this observation, approximately 71% of operating company filers relied on integrated solutions in the 2013 FERF survey, compared to approximately 54% of operating company filers in the 2012 FERF survey. See FERF Study, at 6; William Sinnett, SEC reporting and the impact of XBRL: 2012 survey, Financial Executives Research Foundation (Nov. 15, 2013), at 25–26. 146 See AICPA Study. PO 00000 Frm 00012 Fmt 4701 Sfmt 4700 41% since 2014 and that the average cost of XBRL preparation for small reporting companies in 2017 averaged $5,850 per year.147 The experience of operating companies leads us to believe that, while many funds may not currently use an integrated approach to XBRL preparation and filing, with the concurrent HTML and XBRL filing, funds will likely transition to an integrated approach to achieve efficiencies. We would expect, after the initial transition, the costs to funds of preparing and reviewing XBRL submissions using an integrated approach similarly to go down over time, as they have for operating companies. We anticipate that the technology and related workflow changes that accompany the transition to Inline XBRL will partly mitigate the concern about certain fund groups having to mail prospectuses separately if the 15 business day filing period is eliminated, because XBRL tags will be embedded in the HTML filing. In addition, based on staff analysis of fund filing data on EDGAR, most fund groups currently mail prospectuses and shareholder reports separately. Finally, recently adopted 17 CFR 270.30e–3 (‘‘Rule 30e– 3’’ under the Investment Company Act) will provide certain registered investment companies with an optional method to satisfy their obligations to transmit shareholder reports by making such reports and other materials accessible at a website address and mailing investors a short paper notice indicating how to access the reports.148 This change may reduce the mailing costs associated with shareholder reports, thereby potentially mitigating some of these concerns. The amendments eliminating the 15 business day filing period do not change the liability provisions related to the Interactive Data File. One commenter recommended a temporary modification to the liability provisions pertaining to the Interactive Data File for risk/return summary filings following the elimination of the 15 business day filing period, similar to the temporary modified liability provision that was put in place when the XBRL requirements were adopted in 2009.149 Given that we have delayed compliance with the Inline XBRL requirement and the elimination of the 15 business day period until two years after the effective date for funds that, together with other investment companies in the same 147 See 148 See note 57 above. Release No. IC–33115 (June 5, 2018) 83 FR 29158. 149 See letter from Federated II. E:\FR\FM\16AUR2.SGM 16AUR2 Federal Register / Vol. 83, No. 159 / Thursday, August 16, 2018 / Rules and Regulations ‘‘group of related investment companies,’’ 150 have net assets of $1 billion or more as of the end of their most recent fiscal year (‘‘large fund groups’’) and three years after the effective date for small fund groups, as discussed in greater detail in Section III.A.1.c below, we do not believe that such a temporary liability modification is necessary. 40857 c. Phase-In of the Inline XBRL Requirements We are adopting phased compliance dates substantially as proposed, with modifications to further mitigate the potential burden of the initial transition on filers and preparers: Compliance date 151 Operating companies Large accelerated filers that prepare their financial statements in accordance with U.S. GAAP. Accelerated filers that prepare their financial statements in accordance with U.S. GAAP. All other filers ............................................................................................ Fiscal periods ending on or after June 15, 2019. Fiscal periods ending on or after June 15, 2020. Fiscal periods ending on or after June 15, 2021. Funds Compliance date Large fund groups .................................................................................... Any initial registration statement (or post-effective amendment that is an annual update to an effective registration statement) that becomes effective on or after: September 17, 2020 (two years after the effective date of the amendments) September 17, 2021 (three years after the effective date of the amendments) Small fund groups .................................................................................... sradovich on DSK3GMQ082PROD with RULES2 Except as noted below, based on the information on vendor readiness provided by commenters and the staff’s observations of developments in the XBRL preparation industry and experience with voluntary Inline XBRL filings pursuant to the Exemptive Order, we are adopting a three-year phase-in for operating companies, as proposed: (i) Large accelerated filers that prepare their financial statements in accordance with U.S. GAAP will be required to comply with Inline XBRL for financial statements for fiscal periods ending on or after June 15, 2019; (ii) accelerated filers that prepare their financial statements in accordance with U.S. GAAP will be required to comply with Inline XBRL for financial statements for fiscal periods ending on or after June 15, 2020; and (iii) all other operating company filers that are subject to financial statement information XBRL requirements, including foreign private issuers (‘‘FPIs’’) 152 that prepare their financial statements in accordance with IFRS, will be required to comply with Inline XBRL for financial statements for fiscal periods ending on or after June 15, 2021.153 In a modification from the proposal, in response to comments,154 domestic form filers 155 will be required to comply beginning with their first Form 10–Q for a fiscal period ending on or after the applicable compliance date, as opposed to the first filing for a fiscal period ending on or after that date, to enable filers to gain experience with Inline XBRL through less complex filings.156 This approach is similar to the approach in the 2009 Financial Statement Information Adopting Release, which was intended to facilitate the transition of filers to financial statement information XBRL requirements. Most commenters that addressed the proposed phase-in for operating companies supported it.157 Some commenters supported the general phase-in approach but recommended postponing the compliance dates until after the third quarter of 2018 or creating a fourth early phase-in category for the largest 500 filers.158 One of these commenters supported the phase-in for smaller filers because of potential cost increases during the transition period and specifically suggested that emerging growth companies (‘‘EGCs’’) 159 be added to the third phase-in category.160 Several commenters proposed adjusting the compliance dates for the Inline XBRL requirement so that they initially apply to quarterly reports on Form 10– Q rather than Form 10–K, due to the lower complexity of Form 10–Q.161 Some commenters expressed a concern about the initial transition of operating companies to Inline XBRL because not all software vendors and filing agents are currently Inlinecapable.162 One of those commenters stated that the relative burden of initial transition for filers would depend on vendor readiness and that compliance 150 For these purposes, the definition of a ‘‘group of related investment companies’’ is the same as the term defined in Rule 0–10 under the Investment Company Act [17 CFR 270.0–10]. Rule 0–10(a)(1) defines the term as applied to management investment companies as two or more management companies (including series thereof) that (i) hold themselves out to investors as related companies for purposes of investment and investor services; and (ii) either (A) have a common investment adviser or have investment advisers that are affiliated persons of each other, or (B) have a common administrator. We believe that this broad definition would encompass most types of fund complexes and therefore is an appropriate definition for compliance date purposes. 151 Form 10–Q filers will not become subject to the Inline XBRL requirements with respect to Form 10–K or any other form, however, until after they have been required to comply with the Inline XBRL requirements for their first Form 10–Q for a fiscal period ending on or after the applicable compliance date for the respective category of filers. 152 See Rule 405 under the Securities Act [17 CFR 230.405] and Rule 3b–4(c) under the Exchange Act [17 CFR 240.3b–4(c)]. 153 See new Rule 405(f)(1)(i). 154 See note 161 below. 155 Form 20–F and 40–F filers do not have quarterly report filing obligations and are therefore not affected by this provision. 156 As an example, a Form 10–Q filer in the first phase-in group with a calendar fiscal year end will be required to begin compliance with the Inline XBRL requirement with its Form 10–Q for the period ending June 30, 2019. As a further example, a Form 10–Q filer in the first phase-in group with a June 30 fiscal year end will be required to begin compliance with the requirement with its Form 10– Q for the period ending September 30, 2019. 157 See, e.g., letters from AICPA, Kumar, Merrill, and XBRL US (also citing a survey of filers among which 71% supported a phase-in and 13% did not, while 52% thought that one year was the right amount of time before the first phase of filers is required to comply). 158 See, e.g., letters from EY and FEI. 159 See Rule 405 under the Securities Act and Rule 12b–2 of the Exchange Act [17 CFR 240.12b– 2]. 160 See letter from BIO. 161 See, e.g., letters from AICPA, EY, and Kumar. VerDate Sep<11>2014 19:12 Aug 15, 2018 Jkt 244001 PO 00000 Frm 00013 Fmt 4701 Sfmt 4700 E:\FR\FM\16AUR2.SGM 16AUR2 40858 Federal Register / Vol. 83, No. 159 / Thursday, August 16, 2018 / Rules and Regulations sradovich on DSK3GMQ082PROD with RULES2 dates should reflect this.163 However, two commenters opposed a phase-in, stating that the costs of Inline XBRL transition would be minimal and that the phase-in would lower the benefits to data users.164 One of those commenters suggested that compliance should begin with quarterly filings ending on or after June 15, 2019.165 In addition, a number of commenters stated that the Inline XBRL transition would involve either no burden or only a small burden for filers and preparers because many vendors already include the Inline XBRL capability as part of their software package or could easily incorporate it as they have for their foreign customers that are required to use Inline XBRL for other reporting purposes.166 Several commenters also stated that the Inline XBRL transition would have little impact on data users’ existing processes for analyzing XBRL data and that many of them already use Inline XBRL data from foreign jurisdictions.167 After considering commenter input, we are not introducing additional phase-in categories, postponing the compliance date for EGCs, or making further modifications to the phase-in for operating companies. We do not believe that the potential incremental benefits to some filers from such changes would offset the increased complexity and delays of the benefits of Inline XBRL for market participants and other data users. EGCs will be required to comply beginning with fiscal periods ending on or after June 15, 2020, or June 15, 2021, depending on filer status and basis of accounting. Because the relative burden for filers of the fixed costs of initial transition to Inline XBRL, if any, is likely to depend on filer size, we believe that this approach provides smaller EGC filers, and other smaller filers, with sufficient time to transition to Inline XBRL. With respect to funds, the Commission proposed a two-year phasein based on net asset size. Specifically, for large fund groups, it proposed a compliance date of one year after the effective date to comply with the new requirements. For small fund groups, the Commission proposed a compliance date of two years after the effective date, to provide these filers with an additional year to comply with the new requirements. 162 See, e.g., letters from Cigna and FEI. letter from FEI. 164 See letters from Workiva I and CFA Institute. 165 See letter from Workiva I. 166 See, e.g., letters from ACI; IRIS; Workiva I; Merrill; XBRL US (‘‘At the latest, all XBRL US vendor members will be ready to file using inline XBRL by the second quarter of 2019.’’). 163 See VerDate Sep<11>2014 19:12 Aug 15, 2018 Jkt 244001 Several commenters expressed concerns about the workflow and vendor changes that may be required for funds to transition to Inline XBRL and adjust to the elimination of the 15 business day filing period.168 In particular, one commenter stated that ‘‘to the extent the Commission determines to proceed in adopting the Proposed Rule, we encourage the Commission to provide mutual funds and their filing agents a minimum of two years to plan for and implement the changes needed to comply with the Proposed Rule.’’ 169 Another commenter stated that one year would not be ‘‘a realistic timeframe for implementation of the proposed amendments’’ and suggested 18 months ‘‘as a more achievable compliance date.’’ 170 Another commenter supported the Inline XBRL requirement for funds and the elimination of their 15 business day filing period but suggested that ‘‘the Commission may want to consider giving mutual funds more time to make the transition than operating companies’’ given the likely workflow changes in instituting these amendments.171 After considering commenters’ concerns, and consistent with their suggestions, to provide funds and vendors with additional time to implement any necessary workflow changes, we are extending the phase-in with respect to the Inline XBRL and timing requirements for risk/return summary XBRL data and modifying the compliance dates to two years after the effective date of the amendments for large fund groups and three years after the effective date of the amendments for small fund groups.172 We believe that these compliance dates will provide sufficient time for filers, filing agents, and software vendors to transition to Inline XBRL and adjust to the elimination of the extended filing period. Given that any fixed cost of initial transition may have a relatively greater impact on smaller filers, this approach will give such filers 167 See, e.g., letters from Morningstar; Octachoron; TagniFi; XBRL US (‘‘We held informal discussions with several of these organizations ranging from startup companies . . . to large established organizations . . . These organizations, which today use XBRL-formatted US corporate data, indicated that extracting data from Inline XBRL is the same as extracting data from conventional XBRL files. Several indicated that they have already begun to use Inline XBRL given its availability in other non-US markets. Of these, the cost to do so was minimal, requiring zero to little change to their current process.’’). 168 See notes 115–119 above and accompanying text. 169 See letter from USBFS. 170 See letters from Federated I and II. 171 See letter from XBRL US. PO 00000 Frm 00014 Fmt 4701 Sfmt 4700 time to develop related expertise, as well as the opportunity to benefit from the experience of larger filers with Inline XBRL. The phase-in is also expected to provide filing agents and software vendors with additional time to transition to Inline XBRL and develop related expertise. Similar to the proposal and consistent with a commenter’s suggestion,173 the amendments will permit all filers to file using Inline XBRL prior to the compliance date for each category of filers. Filers will be able to file in Inline XBRL under the amendments once the EDGAR system has been modified to accept submissions in Inline XBRL for all forms subject to the amendments, which is anticipated to be March 2019.174 Notice of EDGAR system readiness to accept filings in Inline XBRL will be provided in a manner similar to notices of taxonomy updates and EDGAR Filer Manual updates. We believe that offering filers the option to file using Inline XBRL before the compliance date will enable filers that are ready to transition to Inline XBRL to begin realizing the benefits of Inline XBRL sooner. It will also enable vendors and filing agents used by early Inline XBRL adopters to gain valuable expertise that may help facilitate the transition to Inline XBRL for filers that transition to Inline XBRL at a later time. Otherwise, prior to the applicable compliance date, filers that do not file using Inline XBRL will continue to be required to submit the entire Interactive Data File as an exhibit, as they do currently.175 d. Scope of the Inline XBRL Requirements The Inline XBRL requirements for financial statement information will apply to all operating company filers, including smaller reporting companies (‘‘SRCs’’),176 EGCs, and FPIs that are currently required to submit financial statement information in XBRL. Several commenters supported our proposal not to exempt individual categories of operating company filers subject to XBRL requirements from the Inline XBRL requirement, citing data quality 173 See letter from Workiva II. companies may continue to voluntarily file certain Exchange Act reports in Inline XBRL prior to that time pursuant to the Exemptive Order, which will cease to be operative once voluntary reporting under the amendments is permitted. See note 48 above and accompanying text. 175 See new Rule 405(f)(2) and (3). 176 See Rule 405 under the Securities Act, Rule 12b–2 under the Exchange Act and Item 10(f) of Regulation S–K [17 CFR 229.10(f)]. 174 Operating E:\FR\FM\16AUR2.SGM 16AUR2 Federal Register / Vol. 83, No. 159 / Thursday, August 16, 2018 / Rules and Regulations and efficiency reasons.177 One commenter did not specifically address an exemption from the Inline XBRL format requirement but recommended exempting EGCs, SRCs, and nonaccelerated filers from XBRL requirements generally, citing concerns about cost and lack of use of XBRL data.178 We do not expect Inline XBRL to significantly affect the overall costs of compliance with XBRL requirements. While filers may incur a small initial transition cost, they also may realize reductions in ongoing costs of compliance with XBRL requirements.179 Furthermore, filers may realize reductions in ongoing costs due to the elimination of the website posting requirement. We have sought to alleviate the initial transition burden for filers through phased compliance dates. Given the benefits expected from the Inline XBRL requirement, the overall readiness of the Inline XBRL technology, and the input from commenters regarding vendor readiness, we are not exempting any filers that are subject to existing XBRL requirements. Exempting some categories of filers subject to XBRL requirements from Inline XBRL could reduce the aggregate data quality and usability benefits for investors, analysts, and other users and create a need for investors and other data users to maintain indefinitely the support for both sets of technologies, potentially resulting in ongoing inefficiencies. Some commenters addressed the scope of information subject to XBRL requirements more generally, although no such changes were contemplated as part of the Inline XBRL Proposing Release.180 Several commenters expressed overall support for XBRL requirements in general 181 or suggested expanding the scope of operating company information that is required to be tagged,182 or is permitted to be tagged,183 in XBRL, while other commenters recommended exemptions sradovich on DSK3GMQ082PROD with RULES2 177 See, e.g., letters from CFA Institute, Merrill, Morningstar, and XBRL US. 178 See letter from BIO. But see AICPA Study (discussing XBRL preparation costs for smaller filers) and note 67 above (discussing XBRL data use for smaller filers and biotechnology companies). 179 See Sections III.B.1.a and V.C below. 180 See Inline XBRL Proposing Release, at 14291. 181 See, e.g., letters from CFA Institute, Grant Thornton, Members of Congress, Morningstar, TagniFi, XBRL International, and XBRL US. 182 See, e.g., letters from CFA Institute, Data Coalition, Merrill, XBRL International, and XBRL US. 183 See letter from Gartner. VerDate Sep<11>2014 19:12 Aug 15, 2018 Jkt 244001 from XBRL requirements for certain operating companies 184 or funds,185 citing concerns about cost. Two commenters recommended that, to the extent that the Commission wishes to modernize structured disclosure requirements for fund filers, it should rescind the existing XBRL requirements for risk/return summary information and replace them with requirements to tag certain risk/return summary information in the XML format on Form N–CEN.186 Another commenter recommended that risk/ return summary XBRL requirements apply only to forms of prospectuses that have been used to sell shares of the fund.187 As the Commission stated in the Inline XBRL Proposing Release, these amendments are aimed at modernizing existing XBRL requirements to incorporate developments in the XBRL technology since the 2009 adoption of these requirements.188 Therefore, at this time, we are not changing the categories of operating company or fund filers, or the scope of operating company or fund disclosures, that are subject to these XBRL requirements. 2. Elimination of the Website Posting Requirements We are adopting, as proposed, the elimination of the XBRL website posting requirements for financial statement information and risk/return summaries.189 In the 2009 Financial Statement Information Adopting Release and the 2009 Risk/Return Summary Adopting Release, the Commission stated that it thought that the website availability of 184 See note 178 above. letters from Federated I and II (recommending that we exempt funds from XBRL or replace XBRL with XML on Form N–CEN); ICI I and II (recommending that we exempt funds from XBRL); USBFS (recommending that we require funds to submit XBRL data only for forms of their prospectus that have been used to sell shares of the fund). 186 See letters from Federated (stating that filing tagged data on Form N–CEN would create consistency in data tagging language and allow the Commission and third-party information providers to access important data about a fund in one location) and ICI. See also Release No. IC–32314 (Oct. 13, 2016) [81 FR 81870]. We note that, while funds are currently required to update their registration statements and file new XBRL data every time risk/return summary information changes, there is no requirement to update Form N– CEN (filed annually) for intra-year changes to its information. Therefore, filing risk/return summary tagged data on Form N–CEN could result in investors receiving risk/return summary information in a less timely manner. 187 See letter from USBFS. 188 See Inline XBRL Proposing Release, at 14291. 189 Website posting is currently required by Rule 405(g) and General Instruction C.3.(g) to Form N– 1A. 185 See PO 00000 Frm 00015 Fmt 4701 Sfmt 4700 40859 the interactive data would encourage its widespread dissemination, make it easier and faster for investors to collect information on a particular filer, enable search engines and other data aggregators to more quickly and cheaply aggregate the data and make them available to investors, and potentially increase the reliability of data availability to the public.190 However, the Commission also noted that this benefit could be limited since investors seeking to aggregate machine-readable XBRL data across companies, manually or through an automated process, may find XBRL exhibits posted on individual filers’ websites less useful.191 We believe, based on our experience, that users of XBRL data generally do not seek the information directly from individual filers’ websites; rather, they obtain the data from a more central repository of the data, such as the Commission’s EDGAR system or thirdparty aggregators. We believe that access to XBRL data for purposes of aggregation and processing, whether by data aggregators or individual data users, is most efficiently achieved when such machine-readable data is consistently organized (e.g., with respect to directory structure) and made available at a single source. Based on our experience since the Commission adopted the website posting requirements in 2009, we believe that potential data users can obtain sufficiently reliable access to XBRL data through EDGAR and do not need the backup of a website posting on a filer’s website to access the XBRL data. Thus, data users should not incur significant costs from the elimination of the requirement to post the XBRL data on filers’ websites. Operating companies and funds are expected to recognize a modest benefit from the elimination of this requirement.192 All of the commenters that addressed this aspect of the proposal supported eliminating the website posting requirements, citing the lack of utility to data users and/or the potential cost 190 See 2009 Financial Statement Information Adopting Release, at 6791–6792. Similarly, in adopting the website posting requirement for risk/ return summary XBRL information, the Commission stated that website availability of the interactive data will encourage its widespread dissemination, contributing to lower access costs for users. See 2009 Risk/Return Summary Adopting Release at 7755–7756. 191 See 2009 Financial Statement Information Adopting Release, at 6807. See also 2009 Risk/ Return Summary Adopting Release, at 7767, n. 263 (‘‘We believe the benefits will stem primarily from the requirement to submit interactive data to the Commission and the Commission’s disseminating that data.’’). 192 See Sections III.B.2 and V.C below. E:\FR\FM\16AUR2.SGM 16AUR2 40860 Federal Register / Vol. 83, No. 159 / Thursday, August 16, 2018 / Rules and Regulations savings to filers.193 One commenter that is a filer of risk/return summary information noted that an average of only three users per month access XBRL risk/return summary information through that filer’s website.194 After considering the input from commenters, we agree that data users will not benefit from continued application of the website posting requirements, in light of the greater efficiency of retrieving XBRL data from EDGAR or other sources for purposes of aggregation and analysis. We continue to believe that most filers will realize a small benefit from the elimination of the website posting requirements, although the magnitude of the benefit for the average filer is likely to be small. 3. Termination of the 2005 XBRL Voluntary Program We are adopting, as proposed, the termination of the 2005 XBRL Voluntary Program for financial statement information interactive data.195 Subsequent to the adoption of the interactive data requirements for financial statement information for operating companies in 2009, the only filers that remain eligible for the program are registered investment companies, BDCs, and other entities that report under the Exchange Act and prepare their financial statements in accordance with Article 6 of Regulation S–X. No commenters objected to the termination of the program and given its very infrequent use, we do not believe that its continued existence will provide significant benefits. sradovich on DSK3GMQ082PROD with RULES2 4. Technical Amendments We are adopting, as proposed, certain technical, conforming changes to the rules for hardship exemptions, current public information under Rule 144(c)(1) under the Securities Act, and form eligibility, consistent with the changes in format to the Interactive Data File and elimination of the website posting requirements. In addition, in Regulation S–T, we are deleting the definition of ‘‘promptly’’ from Rule 11 because it was used only in 17 CFR 232.406T (‘‘Rule 406T’’), which has expired, and deleting references to Forms S–2 and F–2 because those forms have been eliminated. 193 See, e.g., letters from CFA Institute; Federated I and II; ICI I; Merrill; USBFS (supporting elimination but noting that it will not generate cost savings and may entail a small cost to modify the website to remove XBRL links and pages); and Workiva I. 194 See letter from Federated II. 195 We are amending Regulation S–T to remove Rule 401 that specifies voluntary program requirements and making related technical and conforming changes. VerDate Sep<11>2014 19:12 Aug 15, 2018 Jkt 244001 Although not proposed, we are adopting additional technical, conforming changes consistent with the elimination of the 2005 XBRL Voluntary Program and additional technical clarifying changes. In connection with the elimination of the 2005 XBRL Voluntary Program, these changes affect Item 601(b)(100) of Regulation S–K; a heading within and Rules 11, 305(b), and 402 of Regulation S–T; Rules 13a– 14(f) and 15d–14(f) under the Exchange Act; paragraph 100 of the Instructions as to Exhibits of Form 20–F; paragraph C.(5) of the General Instructions to Form 6–K; Rules 8b–1, 8b–2, 8b–33, and 30a– 2(d) under the Investment Company Act; and General Instruction B.4.(b) of Form N–1A under the Investment Company Act. We are substituting the term ‘‘filing’’ for ‘‘form’’ in the definition of Interactive Data File in Rule 11 of Regulation S–T and in some instances within Rule 405 of Regulation S–T because the term ‘‘filing’’ better describes the range of documents subject to XBRL requirements. Also, we are altering proposed Rules 201(c)(1) and 202(c)(2) under Regulation S–T to specify that when a hardship exemption is received the document required to set forth a related legend must appear where the Interactive Data File exhibit otherwise would have appeared. Further, we are amending Rule 201 under Regulation S–T to adopt a temporary hardship exemption for the inability to timely file Interactive Data Files for risk/return summary information.196 Since 2009, while operating companies could avail themselves of both the temporary hardship exemption under Rule 201 and continuing hardship exemption under Rule 202, funds were limited to continuing hardship exemptions. The 2009 Risk/Return Summary Adopting Release explained that while the Commission was adopting a continuing hardship exemption with respect to risk/return summary information data, the Commission was not adopting a temporary hardship exemption because the final rules included a 15 business day filing period for submitting the Interactive Data File.197 Because we are eliminating the 15 business day filing period, we are amending Rule 201 to similarly allow funds to avail themselves of the temporary hardship exemption. Additionally, we are adopting technical changes to Rule 485 under the Securities Act to account for the 196 See Note to Paragraph (c) of Rule 201. 2009 Risk/Return Summary Adopting Release, at 7757, n. 129. 197 See PO 00000 Frm 00016 Fmt 4701 Sfmt 4700 elimination of the website posting requirements. We are also adopting technical changes to paragraphs (c) and (e) of Rule 497 under the Securities Act to indicate that a fund that files pursuant to Rule 497 must, if applicable pursuant to General Instruction C.3.(g) of Form N–1A, ‘‘submit’’ an Interactive Data File.198 B. Potential Economic Effects of the Amendments We are mindful of the costs imposed by and the benefits obtained from our rules. Securities Act Section 2(b),199 Exchange Act Section 3(f),200 and Investment Company Act Section 2(c) 201 require us, when engaging in rulemaking that requires us 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. Additionally, Exchange Act Section 23(a)(2) requires us, when adopting rules under the Exchange Act, to consider the impact that any new rule will have on competition and not to adopt any rule that will impose a burden on competition that is not necessary or appropriate in furtherance of the purposes of the Exchange Act.202 The amendments aim to increase the efficiency and lower the cost of compliance with the existing XBRL requirements through process improvements associated with the Inline XBRL technology and the elimination of the website posting requirements. The discussion below addresses the potential economic effects of the amendments, including their likely costs and benefits, as well as the likely effects of the amendments on efficiency, competition, and capital formation, relative to the economic baseline, which is comprised of XBRL practices in existence today.203 At the outset, we note that, where possible, we have attempted to quantify the costs and benefits expected to result from the amendments to the XBRL requirements.204 However, in some cases we have been unable to quantify the economic effects. For example, it is difficult to quantify the extent to which Inline XBRL will enhance the quality 198 This change in terminology makes Rule 497 consistent with Rule 485 under the Securities Act. 199 15 U.S.C. 77b(b). 200 15 U.S.C. 78c(f). 201 15 U.S.C. 80a–2(c). 202 15 U.S.C. 78w(a)(2). 203 See Section II.B above. 204 One comment letter requested that the Commission quantify the benefits of the proposal. See letter from Federated II. E:\FR\FM\16AUR2.SGM 16AUR2 Federal Register / Vol. 83, No. 159 / Thursday, August 16, 2018 / Rules and Regulations and usability of XBRL data and, if so, how it will affect XBRL data use. We have been able to gain some insight into the potential economic effects of the amendments based on the experience of filers that have used Inline XBRL on a voluntary basis pursuant to the Exemptive Order; however, these insights are necessarily limited by the relatively small and self-selected nature of this subset of filers. We assess the potential impact of the amendments relative to the economic baseline, which includes existing XBRL requirements, information about filers subject to these requirements, and current practices related to XBRL filing and use, described in Section II above. 1. Inline XBRL Requirements a. Use of Inline XBRL sradovich on DSK3GMQ082PROD with RULES2 i. Benefits After considering the input from commenters, as well as the experience of operating companies that voluntarily filed in Inline XBRL,205 we continue to believe that filing in Inline XBRL has the potential to benefit both filers and users of this information. In particular, we continue to believe that the use of Inline XBRL may reduce the time and effort associated with preparing XBRL filings; simplify the review process for filers; and improve the quality and usability of XBRL data and thus increase the use of XBRL data by investors, other market participants, and other data users.206 Embedding XBRL data in an HTML document rather than tagging a copy of the data to create a separate XBRL exhibit should increase the efficiency and effectiveness of the filing preparation process and, by saving time and effort spent on the filing process, over time, reduce the cost of compliance with existing XBRL requirements.207 Inline XBRL eliminates the need to create a separate XBRL instance document containing all of the XBRL tags, which can reduce the incidence of those re-keying errors that are associated with producing separate documents for the same information. Inline XBRL also makes it possible for filers or filing agents to view XBRL metadata 208 within the HTML document, which can facilitate the review of XBRL data and better equip filers to detect XBRL errors. 205 Funds are not eligible to voluntarily file in Inline XBRL pursuant to the Exemptive Order. 206 See Inline XBRL Proposing Release, at 14293– 4, nn. 154, 155, and 162. See also notes 86–88 above. 207 See Inline XBRL Proposing Release, at 14293– 4, nn. 155, 156. See also note 85 above. 208 Such metadata include, for example, definitions, reporting period information, data type, and related references. VerDate Sep<11>2014 19:12 Aug 15, 2018 Jkt 244001 Further, filers or filing agents can use tools like the open source Inline XBRL Viewer to review the Interactive Data File and more efficiently filter and identify errors and locate information within the filing (e.g., by using the topic query feature). Thus, by facilitating the preparation and review of XBRL data, Inline XBRL can decrease the overall time and cost required by filers to comply with the existing XBRL requirements. Various commenters stated that they expect Inline XBRL to result in a lower cost and/or greater efficiency of XBRL preparation.209 However, other commenters stated that Inline XBRL will not necessarily result in burden savings for filers.210 As the Commission noted in the Inline XBRL Proposing Release, the benefit of savings in ongoing XBRL preparation and filing costs due to Inline XBRL will be smaller for filers that presently rely on the integrated XBRL preparation approach.211 Nevertheless, such filers may realize small time savings and/or efficiencies in the filing process from Inline XBRL.212 Additionally, because Inline XBRL gives the preparer full control over the presentation of filer disclosures, those filers that currently choose XBRL tags so that the data looks similar to the HTML document when rendered by software into a humanreadable presentation will have less of an incentive to do so because Inline XBRL will embed XBRL tags into the HTML document.213 It is challenging to quantify potential gains in the effectiveness and efficiency of the filing preparation process and the resulting reductions in the ongoing cost of compliance with the XBRL requirements due to data limitations and variation in filer circumstances. However, for purposes of the Paperwork Reduction Act of 1995 (‘‘PRA’’),214 we continue to estimate that the average burden of XBRL preparation will decrease slightly after the initial transition to Inline XBRL and the average annual external cost of XBRL 209 See note 85 above. e.g., letters from ICI I (regarding risk/ return summaries) and Pergamit. 211 See Inline XBRL Proposing Release, at 14294. 212 Software vendors and filing agents that currently use the integrated XBRL preparation approach, combining the processes of creating interactive data tags and an HTML document, cannot presently take full advantage of the resulting efficiency because of current requirements. At present, filing agents and/or filers that use integrated XBRL solutions must expend the effort, albeit minimal, to split out the interactive data and save it to a separate instance document for filing. 213 See also note 89 above and accompanying text. 214 44 U.S.C. 3501 et seq. 210 See, PO 00000 Frm 00017 Fmt 4701 Sfmt 4700 40861 preparation will increase slightly.215 We recognize that individual filers’ costs and cost savings from Inline XBRL may vary for a number of reasons, including the filer’s and the filing agent’s experience with Inline XBRL. The use of Inline XBRL may also improve XBRL data quality and thus potentially benefit data users. When XBRL is embedded directly into the HTML document, the filer prepares and reviews a single document, rather than separate documents—as is the case with the current reporting requirement— which should enable a reduction in data errors, particularly for those filers that currently use the standalone XBRL preparation approach.216 Further, filers or filing agents can use review tools like the open source Inline XBRL Viewer to more readily filter and identify errors. To the extent that Inline XBRL technology can reduce the rate of XBRL errors that are not detected by filers with the current XBRL filing practices and technology, Inline XBRL could incrementally improve XBRL data quality, which could potentially benefit data users.217 Additionally, since Inline XBRL filers will have less of an 215 See Section V.C.1 below. Compared to the existing XBRL requirements for operating companies, the annual internal burden per filer for Inline XBRL filers is expected to be approximately 1 hour lower in the first year (1 response × (8 ¥ 2) hours + 3.5 responses × ( ¥ 2) hours) and 9 hours lower after the first year (4.5 responses × ( ¥ 2) hours); the annual external cost per filer for Inline XBRL filers is expected to be approximately $22.50 higher, beginning in the first year (4.5 responses × $5). Compared to the existing XBRL requirements for funds, the annual internal burden per filer for Inline XBRL filers is expected to be approximately 3.32 hours higher in the first year (1 response × (4 ¥ 0.5) hours + 0.36 responses × (¥ 0.5) hours) and 0.68 hours lower after the first year (1.36 responses × (¥ 0.5) hours); the annual external cost per filer for Inline XBRL filers is expected to be approximately $10 higher, beginning in the first year. 216 See Inline XBRL Proposing Release, at 14288, n. 83 and at 14293–4, n. 155. Filers that do not currently use an integrated approach may achieve greater benefits in data quality and efficiency from the more integrated process that Inline XBRL offers. See notes 117–119 above (discussing the use of a standalone approach by fund filers). 217 Existing format requirements for Interactive Data Files include the element accuracy requirement, which provides that each data element (i.e., all text, line item names, monetary values, percentages, numbers, dates, and other labels) contained in the Interactive Data File must reflect the same information in the corresponding data in the Related Official Filing. See Rule 405(c)(1)(i) of Regulation S–T. We also note that the incremental effects of Inline XBRL on the reduction in XBRL errors will be smaller if other ongoing initiatives continue to reduce XBRL data errors. For example, the XBRL US Data Quality Committee periodically publishes guidance and validation rules to help public companies detect inconsistencies or errors in their XBRL-formatted financial data, such as incorrect E:\FR\FM\16AUR2.SGM Continued 16AUR2 40862 Federal Register / Vol. 83, No. 159 / Thursday, August 16, 2018 / Rules and Regulations incentive to create custom XBRL tags solely to mimic the appearance of an HTML filing, Inline XBRL could increase the ability of investors, other market participants, and other data users to compare information across filers for those filers that currently engage in such tagging practices.218 A number of commenters stated that Inline XBRL could result in an improvement in XBRL data quality and a potential decrease in XBRL errors.219 However, several commenters stated that Inline XBRL by itself will not improve data quality since the change in the format does not affect the nature of tagging or the filer’s ability to select inappropriate custom tags.220 As the Commission stated in the Inline XBRL Proposing Release, because the amendments do not modify the scope and substance of existing XBRL requirements or the categories of filers subject to the requirements, the improvement in data quality and the overall economic benefits incremental to Inline XBRL likely will be smaller than the benefits of the XBRL requirements more generally.221 The Commission also noted that Inline XBRL filers may continue to use custom tags to represent certain companyspecific data after the switch to Inline XBRL.222 Therefore, while Inline XBRL and tools such as the Inline XBRL Viewer facilitate review and detection of certain re-keying errors, they will not resolve all XBRL data quality issues. A review of a sample of voluntary Inline XBRL filings pursuant to the Exemptive Order suggests that some XBRL data quality issues may remain for a minority of filers. However, the experience of a relatively small number of voluntary filers may not be representative of all filers subject to the amendments, particularly given that the Exemptive Order only extended to operating companies and that most voluntary filers already use integrated software, thus their transition to Inline XBRL likely entailed minimal changes to XBRL preparation workflow and a resulting minor data quality impact. Several commenters indicated that Inline XBRL would not result in significant improvements in risk/return summary XBRL data quality because there is little evidence of issues with the quality of risk/return summary XBRL data today.223 We acknowledge that data quality benefits may be more modest for funds than for operating companies, in part due to greater standardization of risk/return summary XBRL data.224 However, we understand that funds can also experience data quality issues in compiling separate XBRL risk/return summary files.225 Overall, we continue to believe that the benefits of potential reduction in certain errors from Inline XBRL, although incremental, may generally contribute to future improvements in XBRL data quality, especially when used in conjunction with tools such as the Inline XBRL Viewer.226 Inline XBRL could also enhance how users view XBRL data related to Commission disclosures. Several commenters stated that Inline XBRL will contribute to greater usability and transparency of XBRL data for investors and other data users.227 With Inline XBRL, the EDGAR system enables users to view information about the reported XBRL data embedded in Inline XBRL filings on the Commission’s website, using any recent standard Internet browser, without the need to access a separate document. With this feature, when a user views a filing submitted in Inline XBRL on EDGAR, the user will be able to see tags and the related metadata while viewing the HTML document. These Inline XBRL features can provide the benefit of greater context and information to investors. The software enabling this feature has been made freely available in an effort to facilitate the creation of cost-effective Inline XBRL viewers and analytical products.228 Moreover, despite the limited number of Inline XBRL filings so far, we have observed enhancements that the public has made to the Inline XBRL Viewer to improve analysis of Inline XBRL data, which may improve the usability of the data. With respect to funds, the benefit of increased usability of risk/return summary XBRL data is expected to be further enhanced when combined with 223 See sradovich on DSK3GMQ082PROD with RULES2 224 See negative values, improper relationships between elements, and incorrect dates associated with certain data. See https://xbrl.us/data-quality/rulesguidance/ (retrieved Jun. 20, 2018). 218 See notes 89 and 213 above and accompanying text. 219 See note 86 above. 220 See, e.g., letters from EY, TagniFi, and Workiva I (regarding financial statement information). 221 See Inline XBRL Proposing Release, at 14295. 222 Id. VerDate Sep<11>2014 19:12 Aug 15, 2018 Jkt 244001 note 107 above. also Inline XBRL Proposing Release, at 14287. 225 See Inline XBRL Proposing Release, at 14294– 14295. See also note 216 above and accompanying text. 226 The Inline XBRL Viewer can enable a faster review and detection of certain data quality errors because of its data filter functions, such as sorting amounts entered as negative values in Inline XBRL filings. 227 See notes 87–88 above. 228 See https://www.sec.gov/structureddata/ edgarvalandrender (retrieved Jun. 20, 2018). PO 00000 Frm 00018 Fmt 4701 Sfmt 4700 the elimination of the 15 business day filing period for risk/return summary XBRL information, which will make XBRL data available to investors and other data users more quickly. To the extent that the use of Inline XBRL results in an improvement in XBRL data quality and usability, and thus in increased use of XBRL data by investors, market participants, and other data users, we expect the benefits associated with XBRL in general to be enhanced. As the Commission stated in the 2009 Financial Statement Information Adopting Release and 2009 Risk/Return Summary Adopting Release, the availability of information in XBRL enables investors and other data users to capture and analyze that information more quickly and at a lower cost, as well as to search and analyze the information dynamically; facilitates comparison of information across filers and reporting periods; and leads to better-informed investment decisions and potential gains in the efficiency of capital formation and allocation, through a reduction in the information barriers faced by investors or costs of collecting and analyzing disclosures.229 We lack the ability to quantify the incremental contribution of Inline XBRL to potential increases in the use of XBRL data and the broader economic benefits of XBRL. We anticipate that the effect will depend on several factors, including the extent of improvements in XBRL data quality and usability following the transition to Inline XBRL; changes in XBRL data use by investors, other market participants, and other data users; and technological innovation in XBRL preparation and analytics solutions. ii. Costs The Inline XBRL requirement may impose costs on filers, XBRL preparation software vendors, filing agents, and data users. We expect that the initial transition to Inline XBRL could result in a cost to filers. Filers may switch to Inline XBRL either by using Inline XBRL enabled preparation software that they develop or license or by obtaining Inline XBRL preparation services from a third-party service provider (filing agent). Filers that rely on filing agents for XBRL preparation may incur an incremental cost of Inline XBRL upgrades (to the extent that the cost incurred by filing agents is passed on to filers). Filers that prepare XBRL filings in-house will need to replace or update their XBRL 229 See 2009 Financial Statement Information Adopting Release, at 6777, 6807–6808; 2009 Risk/ Return Summary Adopting Release, at 7766–7768. E:\FR\FM\16AUR2.SGM 16AUR2 Federal Register / Vol. 83, No. 159 / Thursday, August 16, 2018 / Rules and Regulations sradovich on DSK3GMQ082PROD with RULES2 preparation software with versions that include Inline XBRL capabilities. We expect such costs to be lower if there is more competition among filing agents and software vendors that offer Inline XBRL capabilities. Filers also may incur an internal cost to train their personnel to use Inline XBRL and to comply with the Inline XBRL requirements. Filers that use software that is already enabled for Inline XBRL or that can readily be modified to accommodate the Inline XBRL format, as well as filers that use filing agents that use such software, are expected to incur a minimal transition cost. In particular, for filers and filing agents that rely on integrated XBRL filing solutions, filing in Inline XBRL could require only a very minor adjustment to the filing process, similar to choosing the format in which the file will be saved out of several available formats. Conversely, filers and filing agents using a standalone approach will require greater changes to their workflow. Several commenters expressed concerns about a lack of software vendor readiness and a greater than anticipated burden of initial transition.230 Some operating company filers have demonstrated the Inline XBRL capability through electing to voluntarily file in Inline XBRL pursuant to the Exemptive Order.231 In addition, a number of XBRL software vendors and filing agents involved in XBRL preparation for a significant share of the U.S. XBRL market have developed or indicated plans to offer Inline XBRL capabilities.232 One commenter stated that ‘‘[m]any vendors today already have Inline XBRL capabilities or have development underway’’ to incorporate this capability into their tools. 233 The commenter also stated that, at the latest, all of its vendor members will be ready to file using Inline XBRL by the second quarter of 2019, which is compatible with the compliance date for the first operating company phase-in category.234 Another commenter stated that ‘‘[m]ost providers either have Inline XBRL capabilities or will have it soon’’ and that ‘‘[t]he cost of switching to providing Inline XBRL is not significant enough to cause a competitive change in the marketplace.’’ 235 Several XBRL vendors indicated in their comment 230 See notes 101, 115, 117–118, and 162 above. Section II.B.2 above. Funds are not eligible to voluntarily file in Inline XBRL under the Exemptive Order. 232 See note 62 above. 233 See letter from XBRL US. 234 Id. 235 See letter from Merrill. letters that they have Inline XBRL capabilities.236 Further, the experience of operating company filers electing to make voluntary Inline XBRL submissions pursuant to the Exemptive Order suggests that filers have not incurred a significant change in external preparation costs. However, this inference is based on a relatively small number of operating company filers, most of which already use integrated XBRL software. Thus their change in costs may not be representative of the overall population of filers subject to the amendments. Although we recognize the likelihood of relatively greater initial costs being incurred by filers that do not use such software or such filing agents, we believe that, as a general matter, the overall cost of initial transition to Inline XBRL technology will be relatively small. In particular, we expect this to be the case because the amendments do not modify the substance of the XBRL requirements and thus do not affect the process of selecting tags from the taxonomy for the required disclosures (the disclosure mapping process that precedes the creation of the XBRL submission accounts for the overwhelming majority of the XBRL preparation time and cost). The creation of the Inline XBRL document will occur after the mapping of company disclosures to the taxonomy is completed and will consist largely of a software function, which could include a broad range of file formats (e.g., HTML, PDF, XBRL, and Inline XBRL). Inline XBRL cannot be used with the ASCII format. Thus, filers that prepare the Related Official Filing in the ASCII format will incur additional costs of switching to HTML, and any fixed costs of such a change will have a relatively greater effect on smaller entities.237 We continue to believe that such costs will be minimal. First, relatively few filers presently use the ASCII format and therefore only those few filers will need to incur the cost of switching to HTML as a result of the amendments. On March 1, 2017, the Commission adopted amendments to require the use of the HTML format for registration statements and periodic and current reports that are subject to the exhibit requirements under Item 601 of Regulation S–K and for Forms F–10 and 20–F.238 As of September 1, 2018, all registrants will 231 See VerDate Sep<11>2014 19:12 Aug 15, 2018 Jkt 244001 236 See, e.g., letters from ACI, IRIS, and Workiva I. 237 See Inline XBRL Proposing Release, at 14288– 14289. 238 See Release No. 33–10322 (Mar. 1, 2017) [82 FR 14130]. PO 00000 Frm 00019 Fmt 4701 Sfmt 4700 40863 be required to comply with those amendments.239 While those amendments excluded some operating company filings that will be subject to Inline XBRL requirements, in particular, Form 6–K and Form 40–F filings, in practice almost no such filings are presently filed in the ASCII format.240 Similarly, a relatively small proportion of fund filings is filed in the ASCII format.241 Second, the average costs of switching from ASCII to HTML will be small because the software tools to prepare and file documents in HTML are widely used and the incremental cost of HTML features is minimal.242 Additionally, the phase-in of the Inline XBRL requirements is expected to partly mitigate the impact on smaller ASCII filers by giving them more time to adjust. While we expect that filers will continue to incur ongoing costs of compliance with the XBRL requirements,243 we do not expect those ongoing costs to increase appreciably due to Inline XBRL. For most filers, we anticipate that the transition to Inline XBRL will, over time, somewhat reduce the ongoing costs of compliance with the XBRL requirements, as discussed in greater detail in Section V.C below. For purposes of the PRA, we continue to estimate that the average filer will incur a one-time increase in in-house personnel time to transition to Inline XBRL and a slight increase in the annual external cost of XBRL preparation. After the initial transition to Inline XBRL, we estimate that the average filer will experience a small decrease in the in-house personnel time required to comply with XBRL On October 11, 2017, the Commission proposed amendments that would similarly require funds to file in HTML format registration statements and reports that include exhibits. See Release No. 33– 10425 (Oct. 11, 2017) [82 FR 50988] (‘‘FAST Act Proposing Release’’). 239 The requirements were effective September 1, 2017, although smaller reporting companies and nonaccelerated filers need not comply until September 1, 2018. 240 We have identified approximately 0.1% of filings in ASCII format among Forms 6–K filed in 2017. We have not identified filings in ASCII format among Forms 40–F filed in 2017. 241 In 2016, approximately 2.6% of Form N–1A filings, 4.9% of amendments filed under Rule 485(a), 14.1% of amendments filed under Rule 485(b), and 5.5% of filings under Rule 497 were in the ASCII format, as shown by staff analysis of EDGAR filings. On October 11, 2017, the Commission proposed amendments that would similarly require funds to file in HTML format registration statements and reports that include exhibits. See FAST Act Proposing Release. 242 See Inline XBRL Proposing Release, at 14289. 243 See 2009 Financial Statement Information Adopting Release, at 6800–6802, 6804–6806. E:\FR\FM\16AUR2.SGM 16AUR2 40864 Federal Register / Vol. 83, No. 159 / Thursday, August 16, 2018 / Rules and Regulations requirements.244 While the incremental initial and ongoing costs of Inline XBRL are not expected to be significant for the average filer, such costs for individual filers may vary due to filer circumstances, including their familiarity with Inline XBRL and the XBRL preparation solution used by the filer or its filing agent. Further, the European Securities and Markets Authority has recently adopted a requirement for issuers that are listed on European Union (EU) regulated markets and that prepare their annual financial reports in accordance with IFRS to use the Inline XBRL format beginning on January 1, 2020.245 Under the amendments, FPIs that prepare their financial statements in accordance with IFRS as issued by the IASB will be required to comply with the Inline XBRL requirements for financial statements for periods ending on or after June 15, 2021. Thus, the incremental burden of transition to Inline XBRL under the amendments for FPIs filing IFRS financial reports with the EU market regulators is expected to be minimal. We note that some filers may incur an increased burden if their filings contain a major technical error in the XBRL data. In particular, currently, when there is a major technical error in the XBRL data submitted in an exhibit, the EDGAR validation system causes the exhibit to be removed from the submission, but the submission as a whole is not suspended.246 With the Inline XBRL format, the EDGAR validation system will typically suspend a filing that contains any major technical error in the Interactive Data File, which will require the filing to be revised before it can be accepted by EDGAR.247 Based on staff observations, very few XBRL exhibits are removed by the EDGAR system due to such major technical errors, in part, because filers and filing agents routinely use tools, including ones that the Commission makes available, to help identify and correct technical errors prior to EDGAR 244 See Section V.C below. https://www.esma.europa.eu/policyactivities/corporate-disclosure/european-singleelectronic-format (retrieved Jun. 20, 2018). 246 During filing and validation, the EDGAR Renderer creates error and warning messages when issues with the XBRL data are identified. Certain errors will result in the XBRL exhibits being ‘‘stripped’’ from a filing, although the rest of the filing is accepted in EDGAR. 247 In some cases, a major technical error in the Interactive Data File would instead cause the XBRL content to be removed from the submission, but in that case the submission as a whole would not be suspended. sradovich on DSK3GMQ082PROD with RULES2 245 See VerDate Sep<11>2014 19:12 Aug 15, 2018 Jkt 244001 filing.248 Because similar validation tools will be available to Inline XBRL filers, we believe that such suspensions should be rare for Inline XBRL filers. The Commission did not propose and is not making changes with respect to application of officer certifications or auditor assurance requirements to XBRL data.249 In response to commenters’ suggestions, we are reiterating that the change from the XBRL format to the Inline XBRL format does not affect our existing positions with respect to those requirements. Therefore, we do not anticipate changes in audit fees or other filer costs relative to the baseline stemming from officer certifications or auditor assurance. One commenter stated that the use of Inline XBRL might result in an increase in the rate of voluntary use of auditor assurance.250 While we acknowledge this possibility, we lack the information necessary to quantify the magnitude of such a potential effect. Changes to the XBRL format may affect XBRL preparation software vendors and filing agents, and some of the transition costs incurred by software vendors and filing agents from Inline XBRL may be passed on to filers. Various commenters stated that the effect of the amendments on software vendors and filing agents will be small,251 while some commenters expressed concern about vendor readiness.252 As the Commission stated in the Inline XBRL Proposing Release, we recognize that XBRL preparation software vendors and filing agents that do not already use Inline XBRL would have to expend resources to transition to Inline XBRL, including upgrading or replacing software and training staff. Initially, software vendors and filing agents that cannot readily implement Inline XBRL, particularly smaller vendors, will be at a competitive disadvantage. Transition costs could be partly mitigated by the availability of 248 To assist with XBRL filing, the Commission has made available for download certain tools, such as the Previewer and Interactive Data Test Suite, that filers can use with their own systems to test XBRL submissions prior to EDGAR filing. See https://www.sec.gov/structureddata/edgar valandrender and https://www.sec.gov/structured data/interactive-data-test-suite (retrieved Jun. 20, 2018). 249 See note 98 above. 250 See AICPA (stating that ‘‘going forward, to provide investors additional confidence in the iXBRL formatted information, audit committees are likely to request that auditors perform a separate attestation engagement to provide an opinion on the accuracy and consistency of the XBRL formatted information, and issue a report . . .’’). See also note 100 above and accompanying text. 251 See notes 231–236 above and accompanying text. 252 See note 230 above. PO 00000 Frm 00020 Fmt 4701 Sfmt 4700 the royalty-free Inline XBRL specification and transformation registry, which defines how the values of facts that appear in HTML documents are converted to the required data types for XBRL.253 Transition costs may also be lower for software vendors or filing agents that have experience with Inline XBRL in other jurisdictions.254 The phase-in incorporated in the amendments is expected to give software vendors and filing agents time to develop and update software in ways that minimize transition costs. It is also possible that the ongoing costs of Inline XBRL preparation solutions will go down over time, including for filers in later phase-in categories, as Inline XBRL solutions become more widespread in the XBRL preparation industry. Data users may incur a cost to modify their XBRL extraction software or algorithms to accommodate Inline XBRL (e.g., to download files from a different URL, to use different filenames, or to parse XBRL information from a different file format). Although we do not have sufficient information to quantify the costs to data users of a change from the XBRL format to the Inline XBRL format, we believe that such costs are likely to be minimal because the amendments do not affect the taxonomy or the scope of the information required to be tagged. Additionally, we have made freely available to the public the software enabling users to view information about the reported XBRL data contained in embedded tags and to extract XBRL data, in an effort to facilitate the creation of cost-effective Inline XBRL viewers and analytical products.255 For most data users that previously processed either XBRL instance documents or HTML documents, the slight increase in processing times due to the potentially larger size of the Inline XBRL document is unlikely to be a significant limitation in light of the advanced state of existing computing technology and internet connectivity 253 See note 78 above. example, Inline XBRL is used in the UK (https://www.gov.uk/government/publications/xbrltagging-when-what-and-how-to-tag); Australia (https://asic.gov.au/about-asic/media-centre/find-amedia-release/2015-releases/15–104mr-asicintroduces-format-for-improved-communication-offinancial-information/); Ireland (https:// www.revenue.ie/en/companies-and-charities/ submitting-financial-statements/who-must-submitfinancial-statements-in-ixbrl.aspx); South Africa (https://www.xbrl.org/news/progress-in-the-cipcimplementation-of-xbrl/); Denmark and Japan (https://www.xbrl.org/the-standard/why/who-elseuses-xbrl/) (retrieved Jun. 20, 2018). Specific disclosure requirements differ from those in the United States. See also note 245 above. 255 See https://www.sec.gov/structureddata/ edgarval9landrender (retrieved Jun. 20, 2018) and https://arelle.org/download/ (retrieved Jun. 20, 2018). 254 For E:\FR\FM\16AUR2.SGM 16AUR2 Federal Register / Vol. 83, No. 159 / Thursday, August 16, 2018 / Rules and Regulations speeds. Several commenters stated that they either already have the capability to use Inline XBRL data or that XBRL data users will incur minimal costs to transition from XBRL to Inline XBRL.256 sradovich on DSK3GMQ082PROD with RULES2 b. Timing of Submission of Interactive Data File The Commission did not propose, and is not adopting, changes to the timing of the required submission of the financial statement information XBRL data. Thus, no economic effects are expected relative to the baseline. The Commission proposed to permit funds to submit Interactive Data Files concurrently with certain post-effective amendments to registration statements under Rule 485(b), which was supported by one commenter,257 with no commenters opposing the proposed change. As proposed, we are permitting filers to file risk/return summary information Interactive Data File concurrently with certain post-effective amendments under Rule 485(b). We continue to believe, as the Commission stated in the Inline XBRL Proposing Release, that this change may help facilitate efficiencies in the posteffective amendment filing process and result in small savings in compliance costs for some fund filers, and no commenters disagreed with our analysis. We are eliminating the current 15 business day filing period for the submission of risk/return summary XBRL data, as proposed. We continue to believe that eliminating the 15 business day filing period will significantly benefit investors, other market participants, and other data users by ensuring timely availability of risk/ 256 See, e.g., letters from XBRL US (stating that it ‘‘held informal discussions with several of these organizations ranging from startup companies . . . to large established organizations . . .’’ and that ‘‘[t]hese organizations, which today use XBRLformatted US corporate data, indicated that extracting data from Inline XBRL is the same as extracting data from conventional XBRL files. Several indicated that they have already begun to use Inline XBRL given its availability in other nonUS markets. Of these, the cost to do so was minimal, requiring zero to little change to their current process.’’); TagniFi (stating that it has used XBRL to collect and standardize financial statement data for more than 6,000 companies representing over 99% of the U.S. market capitalization, using approximately 140,000 XBRL filings since 2009 and further stating that it has used Inline XBRL financial data since June 2016); Octachoron (stating that ‘‘[t]he technologies we have developed to build and manipulate individual company information, compare filings across time and across sectors, and compile market-wide statistical analysis, would in principle be unaffected by a change to Inline XBRL filing.’’); and Morningstar (stating that ‘‘[i]n our experience, it will be a relatively seamless transition from XBRL to Inline XBRL because the technology is sufficiently developed.’’). 257 See note 128 above. VerDate Sep<11>2014 19:12 Aug 15, 2018 Jkt 244001 return summary XBRL information. The more timely availability of risk/return summary XBRL information is expected to reduce the time that investors, other market participants, and other data users require to extract risk/return summary information from filings and to facilitate aggregation, analysis, and comparisons of risk/return summary information across funds. Eliminating this period will remove the need for manual extraction of this information from HTML or ASCII files and make important fund fee, return, and risk information contained in the risk/return summary freely available to investors more quickly than it is today. As indicated by commenters that supported the proposed change, XBRL data users currently face a delay in the availability of risk/return summary XBRL data relative to risk/return summary information filed in HTML, which for some users has rendered the XBRL data less useful.258 To the extent that having risk/return summary information available in the XBRL format in a timely manner enhances the ability of investors, either directly or through third parties such as data aggregators, to perform aggregation, analysis, and comparison of information about funds, the amendments may facilitate better informed investment decisions, increase competition among funds for investor capital, and improve the efficiency of capital allocation. To the extent that more timely information on fund fees, returns, and risks becomes available to investors through these tools, fund complexes may benefit as well if greater investor awareness of risk/return information helps funds attract investors. We understand many fund complexes urge these third parties to provide fund information and analysis to investors as quickly as possible (and well in advance of 15 business days) for these reasons. We acknowledge that these benefits will be limited, to the extent that investors currently can efficiently obtain timely information about fund performance and risks from other sources, such as the Related Official Filing, fund websites, or third parties. Two commenters stated that tagged risk/return summary information would not be valuable because the information is historical and is not as timely as the performance information investors may obtain from other sources.259 However, to the extent that risk/return summary information in a registration statement is generally valuable to investors, timely availability 258 See notes 130 and 143 above and accompanying and following text. 259 See letters from Federated II and ICI II. PO 00000 Frm 00021 Fmt 4701 Sfmt 4700 40865 of the same information in XBRL format should enhance its value by enabling more efficient aggregation, analysis, and comparison of that information across funds and time periods. As the Commission stated in the Inline XBRL Proposing Release, we recognize that eliminating the 15-day period will reduce the flexibility with respect to the timing of preparing and reviewing XBRL data that is presently afforded to fund filers.260 We also recognize that most fund filers currently rely on this flexibility to submit XBRL data after the post-effective amendment or form of prospectus to which it relates and that its elimination could increase XBRL compliance costs for fund filers and their filing agents (that may pass these costs on to filers) as they adjust their workflows. Consistent with this analysis, several commenters noted that funds currently rely on the flexibility afforded by the XBRL filing period to prepare and review XBRL data and resolve any technical issues with XBRL tagging and that the removal of the filing period would cause funds to incur costs to change current workflows.261 However, the Inline XBRL format required under the amendments involves embedding tags into the filing itself, which reduces the relevance of preserving the 15 business day filing period. Based on input from commenters,262 we also understand that certain funds currently file the Related Official Filing for forms of prospectuses early in order to be able to combine the mailing of annual reports and prospectuses. If these funds wish to continue combining these mailings, the elimination of the 15 business day XBRL filing period may require changes to XBRL preparation workflow to ensure that risk/return summary XBRL data is prepared for filing earlier than it is currently prepared, potentially leading to additional costs. Alternatively, funds that do not implement these workflow changes will incur additional mailing costs if they file forms of prospectuses with XBRL data at a later date and, as a result, mail them separately from the annual reports.263 Workflow changes to prepare risk/return summary XBRL data at the same time as the Related Official Filing of the form of prospectus will be most pronounced for funds that 260 See Inline XBRL Proposing Release, at 14297. letters from Federated I and II; ICI I and II; and USBFS. 262 See note 137 above and accompanying text. 263 See letters from ICI I and II and Federated I and II. One of these commenters estimated the additional mailing costs of sending the prospectuses separately at approximately $1.5 million per year. See letter from Federated II. 261 See E:\FR\FM\16AUR2.SGM 16AUR2 40866 Federal Register / Vol. 83, No. 159 / Thursday, August 16, 2018 / Rules and Regulations sradovich on DSK3GMQ082PROD with RULES2 currently prepare XBRL data separately, after preparing the Related Official Filing. The Commission stated in the Inline XBRL Proposing Release that timely availability of free risk/return summary information in XBRL might reduce demand for some subscription products and services of fund data aggregators, to the extent that their value added is reduced by the timely availability of free XBRL information. However, as users of the data, data aggregators are likely to benefit from greater timeliness of risk/ return summary XBRL data.264 c. Phase-In of Inline XBRL Requirements The amendments include a staggered phase-in of the Inline XBRL requirements for operating companies based on filer size and method of accounting, largely as proposed. In a change from the proposal, as suggested by several commenters,265 the amendments permit operating company Form 10–Q filers in each phase-in category to begin compliance with the Inline XBRL requirement with their first Form 10–Q for a fiscal period ending on or after the applicable compliance date for the respective phase-in category. This modification is expected to enable Form 10–Q filers in each phase-in category to accumulate Inline XBRL expertise by starting with a less complex filing and thus potentially facilitate the initial transition to Inline XBRL. The amendments also include a staggered phase-in of the Inline XBRL requirements for funds based on filer size. In a change from the proposal, based on input from commenters, the compliance dates have been extended by one year to give funds additional time to implement workflow changes necessary to transition to Inline XBRL and elimination of the 15 business day filing period. This modification is expected to facilitate transition, particularly for filers and filing agents that presently lack Inline XBRL capabilities. The use of a phase-in defers the costs and benefits of Inline XBRL for some categories of filers. To the extent that the initial cost of transition to Inline XBRL has a fixed component that is independent of filer size, it will have a relatively greater effect on smaller filers. In light of this, under the phase-in schedule we are adopting, smaller filers will be given additional time to 264 See, e.g., letters from Frei, Morningstar, and USBFS (referencing XBRL data use by data aggregators) and notes 130 and 143 above and accompanying and following text (discussing the benefits of greater timeliness to data aggregators). 265 See note 161 above. VerDate Sep<11>2014 19:12 Aug 15, 2018 Jkt 244001 transition to Inline XBRL, which will defer the initial cost for small filers and partly mitigate the associated competitive effects. We further anticipate that late adopters will incur lower transition costs in absolute terms than early adopters. In particular, as time elapses after the initial group of filers adopts Inline XBRL, we expect filing agents and software vendors to accumulate Inline XBRL expertise and refine technological solutions offered to filers, which also may result in lower costs to filers. Furthermore, to the extent that the market for Inline XBRL preparation services and software becomes more competitive over time, the switching cost incurred by subsequent filers may be reduced. Similar to the proposal, the amendments will permit filers to use Inline XBRL before required. A high rate of such early transition to Inline XBRL would accelerate the economic impact of Inline XBRL. Until all filers adopt Inline XBRL, data users will have to maintain the capability to extract data in both the Inline XBRL format and the XBRL format, which may be incrementally costlier than using a single format (e.g., if all filers were required to use Inline XBRL at the same time and if early switching to Inline XBRL were not allowed). Given the very limited scope of modifications to their XBRL data extraction algorithms that data users are likely to need to switch to Inline XBRL and the public availability of open source tools to facilitate Inline XBRL data use, we expect this potential cost to be minimal. Differences in the timeliness of the availability of risk/ return summary XBRL information during the transition period may reduce the efficiency of the use of XBRL data for fund comparisons until the XBRL filing delay is eliminated for all filers. 2. Elimination of the Website Posting Requirements for Financial Statement Information and Risk/Return Summaries The elimination of the website posting requirements is expected to yield cost savings for filers. For purposes of the PRA, we estimate that the elimination of the website posting requirements will result in an average reduction in the annual internal burden associated with XBRL requirements of approximately four hours per filer per year for operating companies and approximately one hour per filing for funds.266 All of the commenters that addressed the proposed elimination of 266 See PO 00000 Section V.C.1 below. Frm 00022 Fmt 4701 Sfmt 4700 the website posting requirements supported it.267 The elimination of the website posting requirements could impose costs on some data users by reducing their access to XBRL data about individual filers. However, commenters indicated that investors and other users do not generally access XBRL data from operating company or fund websites.268 Based on our experience and input from commenters, we continue to believe that data users can efficiently and reliably access XBRL filing data through EDGAR and the Commission’s Really Simple Syndication (‘‘RSS’’) Feeds for purposes of data aggregation and processing and comparison of information across filers. Accordingly, we continue to believe that data users will incur minimal costs from the elimination of the website posting requirements. 3. Termination of the 2005 XBRL Voluntary Program The termination of the 2005 XBRL Voluntary Program is expected to have negligible economic effects on filers, filing agents, and software vendors given continued absence of participants in the program in recent years. Similarly, the aggregate economic effects on data users of terminating the 2005 XBRL Voluntary Program will likely be negligible. We did not receive comments on this aspect of the proposal. 4. Alternatives We considered several alternatives to the amendments concerning timing, scope, and optionality. We could require Inline XBRL for all filers without a phase-in.269 A faster transition to Inline XBRL on a large scale could accelerate the realization of efficiency and data usability and quality gains. However, compared to the amendments, this alternative would accelerate the initial compliance costs for smaller filers, potentially placing them at a disadvantage, as stated by various commenters that supported the 267 See note 193 above. e.g., letters from Federated I (stating that ‘‘very few fund shareholders currently access, or have historically accessed, XBRL risk/return summary information via the Funds’ website’’); USBFS (stating that it ‘‘is not aware of any significant use by investors or analysts of XBRL data posted to mutual fund websites and believes that any firm seeking to aggregate XBRL data would only be able to do so efficiently from a centralized location, such as the Commission’s EDGAR system.’’); and Workiva I (stating that ‘‘the need to separately post filings on corporate filer websites no longer exists. Investors may locate filings either by searching EDGAR or the Internet. This unnecessary requirement should be removed.’’) 269 See note 164 above (discussing two commenters that opposed a phase-in). 268 See, E:\FR\FM\16AUR2.SGM 16AUR2 Federal Register / Vol. 83, No. 159 / Thursday, August 16, 2018 / Rules and Regulations sradovich on DSK3GMQ082PROD with RULES2 use of a phase-in to mitigate the initial transition burden on smaller filers, XBRL preparation software vendors, and filing agents.270 As another alternative, we could apply a different phase-in schedule. For example, one commenter recommended using a phase-in with four groups rather than three, starting with the 500 largest registrants, similar to the phase-in at the outset of the financial statement information XBRL requirements.271 Another commenter recommended moving EGCs to the last year of the phase-in, regardless of accelerated filer status.272 The tradeoff between the costs and benefits of an alternative phase-in schedule depends on the number of affected filers, the net effect of Inline XBRL on the cost of compliance with XBRL requirements and the usability and quality of XBRL data for different categories of affected filers, the timing of the phase-in, and the number of early adopters. With respect to a later phasein for all EGCs, the relative burden for filers of the fixed costs of initial transition to Inline XBRL is likely to depend on filer size rather than EGC status. Smaller EGC filers, which would have a potentially greater relative burden of initial transition, will not be required to comply until the fourth year after the effective date of the final amendments. More generally, we do not believe that further changes to the phase-in would result in meaningful net benefits relative to the amendments. A greater number of phase-in categories may introduce additional complexity and postpone the realization of benefits by data users. Moreover, the benefit of adding other phase-in categories to filers, XBRL preparation software vendors, and filing agents may be relatively incremental in light of the other steps taken to alleviate the potential burden of transition for those filers that use software or filing agents that do not presently have Inline XBRL capabilities. Inline XBRL requirements for financial statement information will apply to all operating company filers, 270 See notes 157–158 above. Separately, several commenters expressed concerns about the burden of initial transition. See note 230 above. 271 See letter from EY. 272 See letter from BIO. VerDate Sep<11>2014 19:12 Aug 15, 2018 Jkt 244001 including SRCs,273 EGCs,274 and FPIs,275 that currently are required to submit financial statement information in XBRL. As an alternative, as the Commission discussed in the Inline XBRL Proposing Release, we could exempt one or more of these categories of filers from the Inline XBRL requirement or create a new category of exempt filers (based on size or other criteria). One commenter did not specifically address an exemption from the Inline XBRL requirement but recommended exempting EGCs, SRCs, and nonaccelerated filers from XBRL requirements altogether, citing concerns about cost.276 Similarly, Inline XBRL requirements for risk/return summary information will apply to all funds that currently are required to submit risk/ return summary information in XBRL. As an alternative, to address the concerns about the burden of initial transition to Inline XBRL for smaller filers,277 we could exempt smaller funds from the Inline XBRL requirement. To the extent that some filers that are currently subject to XBRL requirements would not be required to adopt Inline XBRL under these alternatives, the alternatives would likely result in smaller economic costs and benefits compared to the amendments. To the extent that smaller filers that do not currently have the Inline XBRL capability are more likely to be affected by the initial cost of transition to Inline XBRL, these alternatives would mitigate the competitive disadvantage for smaller filers relative to larger filers. However, compared to the amendments, these alternatives would likely reduce the benefits to data users expected from Inline XBRL. Several commenters indicated that exempting certain XBRL filers from Inline XBRL would diminish the benefits to data users and reduce economies of scale with regard to tools for creation and extraction of XBRL 273 Based on staff analysis of EDGAR filings of Forms 10–K and 10–Q, we estimate that there were approximately 2,745 filers during calendar year 2017 that identified themselves as SRCs. Forms 20– F and 40–F do not contain a checkbox to indicate SRC status. Concurrent with this release, the Commission is adopting amendments to the SRC definition, which will expand the set of companies eligible for SRC status. See Release No. 33–10513 (Jun. 28, 2018). 274 Based on Ives Group’s AuditAnalytics data, as of December 2017, we estimate that there were approximately 1,941 filers of Form 10–K, 20–F, or 40–F during calendar year 2017 that had at some point identified themselves as EGCs. 275 Based on staff analysis of EDGAR filings, we estimate that there were approximately 745 filers of Forms 20–F and 40–F during calendar year 2017. The estimate excludes foreign filers that filed only domestic forms. 276 See letter from BIO. 277 See letter from USBFS. PO 00000 Frm 00023 Fmt 4701 Sfmt 4700 40867 data.278 Further, to the extent that some filers would use XBRL while other filers would use Inline XBRL under this alternative, data users would have to maintain indefinitely the capabilities to extract both XBRL and Inline XBRL data, although the incremental cost of maintaining both sets of capabilities likely would be minimal. As another alternative, we could exempt FPIs from the Inline XBRL requirement. Compared to the final amendments, such an alternative could place FPIs at a competitive advantage relative to domestic filers, particularly smaller domestic filers, to the extent that exempt filers would not incur the cost of switching to Inline XBRL. It also would deprive investors and other XBRL data users of the associated benefits of Inline XBRL. Under the amendments, the use of Inline XBRL will be mandatory for operating companies and funds. As an alternative, we could allow but not require the use of Inline XBRL for financial statement information and/or for risk/return summaries. Compared to the amendments, a voluntary approach could have lower costs for those filers and filing agents that do not believe Inline XBRL to be cost-efficient and would not transition to Inline XBRL.279 However, a voluntary approach would also reduce potential benefits to data users, including potential data quality improvements and the ability to view contextual information about XBRL disclosures, compared to mandatory Inline XBRL, to the extent that Inline XBRL use would be more widespread under a mandatory approach than a voluntary one. In this regard, even if Inline XBRL is ultimately more efficient and generates aggregate benefits for filers and data users, individual filers may fail to voluntarily transition to Inline XBRL, resulting in a lower rate of Inline XBRL use under a voluntary approach than under a mandatory approach. This may occur for several reasons. A lack of awareness of new technology and inertia are common hurdles to market-wide adoption in voluntary regimes. In addition, coordination problems, as well as the existence of network externalities related to the majority of filers utilizing a particular technology, may lower the rate of voluntary adoption. Because individual filers do not internalize the aggregate benefits of Inline XBRL to other filers and data users, from an individual filer’s standpoint, it may be optimal to delay the one-time adjustment of workflow processes 278 See 279 See E:\FR\FM\16AUR2.SGM note 177 above. note 230 above. 16AUR2 sradovich on DSK3GMQ082PROD with RULES2 40868 Federal Register / Vol. 83, No. 159 / Thursday, August 16, 2018 / Rules and Regulations required to transition to Inline XBRL until other filers transition to Inline XBRL, in order to take advantage of potential future gains in Inline XBRL preparation experience and reductions in Inline XBRL preparation cost due to economies of scale. Because the industry is currently utilizing a nonInline XBRL specification, until there is an impetus for coordinated transition, the rate of voluntary adoption of Inline XBRL may remain modest.280 In addition, under a voluntary alternative, to the extent that some filers use the Inline XBRL format while others use the XBRL format, data users would have to maintain indefinitely the capabilities to extract both XBRL and Inline XBRL data, although we expect the incremental costs of maintaining both capabilities would be minimal. The amendments eliminate the 15 business day filing period for fund risk/ return summary XBRL information. As an alternative, we could modify rather than eliminate the 15 business day filing period. For example, one commenter suggested that shortening the filing period to 10 business days would not result in a significant burden to funds while another commenter suggested shortening the filing period to 7 days.281 These alternatives present a tradeoff between the flexibility that the filing period provides and the timeliness of the availability of risk/return summary XBRL information to data users. Compared to the elimination of the XBRL filing period under the amendments, the alternatives of a 7- or 10-business day filing period would reduce the benefits to investors and other data users from receiving more timely information on fund expenses, risks, and returns in XBRL. Further, because Inline XBRL involves embedding tags into the HTML document, once a filer transitions to Inline XBRL, the relevance of preserving the separate XBRL filing period is reduced and the incremental benefits to the filer of an extended filing period are likely to be attenuated. The amendments eliminating the 15 business day filing period for funds do not change the liability provisions related to the Interactive Data File. As an alternative, we could temporarily modify the liability provisions pertaining to risk/return summary information XBRL data following the elimination of the 15 business day filing period, as suggested by one commenter.282 This alternative would temporarily reduce the costs to funds of 280 See note 59 above. notes 138–139 above. 282 See letter from Federated II. liability for errors and omissions in risk/ return summary information XBRL data, potentially decreasing the initial transition cost. However, given the extended period under the amendments for complying with the Inline XBRL requirement and the elimination of the 15 business day period, the benefit to funds from this alternative may be limited. Further, to the extent that this alternative could potentially weaken the incentives of filers to review XBRL data for accuracy during the temporary modified liability period, it could negatively impact data users. IV. Other Matters If any of the provisions of these rules, or the application thereof to any person or circumstance, is held to be invalid, such invalidity shall not affect other provisions or application of such provisions to other persons or circumstances that can be given effect without the invalid provision or application. V. Paperwork Reduction Act A. Background The amendments concern existing XBRL data rules that contain collection of information requirements within the meaning of the PRA. The Commission published a notice requesting comment on changes to these collection of information requirements in the Inline XBRL Proposing Release, and the Commission submitted these changes to the Office of Management and Budget (‘‘OMB’’) for review in accordance with the PRA.283 The titles for the affected collections of information are: ‘‘Interactive Data’’ (OMB Control No. 3235– 0645); and ‘‘Mutual Fund Interactive Data’’ (OMB Control No. 3235–0642). These collections of information require operating company and fund filers to submit specified information to the Commission as an exhibit to their current and periodic reports and registration statements and post it on their websites, if any, in interactive data format. The information required is referred to as an Interactive Data File. The amendments will require operating company and fund filers, on a phased in basis, to embed part of the Interactive Data File within an HTML document using Inline XBRL and include the rest in an exhibit to that document. The amendments also will eliminate the current website posting requirements. The primary purpose of the amendments is to improve the usefulness and quality of, and, over 281 See VerDate Sep<11>2014 19:12 Aug 15, 2018 283 44 Jkt 244001 PO 00000 U.S.C. 3507(d) and 5 CFR 1320.11. Frm 00024 Fmt 4701 Sfmt 4700 time, to decrease the cost of preparing for submission, certain information filers are required to submit to the Commission in interactive data form. Compliance with the amendments will be mandatory according to the phase-in schedule. Responses to the collections of information will not be kept confidential by the Commission and there is no mandatory retention period for the collections of information. An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information requirement unless it displays a currently valid OMB control number. B. Summary of Comment Letters and Revisions to Proposals In the Inline XBRL Proposing Release, the Commission requested comment on our PRA burden hour and cost estimates and the analysis used to derive such estimates. We did not receive any comments that provided quantitative estimates concerning our PRA analysis and burden estimates of the amendments. However, several commenters that specifically addressed risk/return summary Inline XBRL requirements stated that the Commission may have underestimated the burden of initial transition to Inline XBRL.284 Therefore, we are revising upward our estimate of the burden of initial transition to Inline XBRL for funds, as described in greater detail below. Further, in response to commenter concerns, we are modifying the compliance dates for funds and providing funds an additional year after the effective date of the amendments to comply with the Inline XBRL requirements. Therefore, we are revising the calculation of the average aggregate change in burden during the three-year period after the effective date of the amendments to reflect the modified phase-in. The other modifications to the proposal are not expected to affect burden estimates for the purposes of the PRA. We also are revising the estimate of the number of operating company and fund filers to reflect more recent information. C. Reporting and Cost Burden Estimates 1. Registration Statement and Periodic Reporting Form S–1 (OMB Control No. 3235– 0065), Form S–3 (OMB Control No. 3235–0073), Form S–4 (OMB Control No. 3235–0324), and Form S–11 (OMB Control No. 3235–0067) prescribe information that a filer must disclose to register certain offers and sales of 284 See letters from Federated I and II, ICI I and II, and USBFS. E:\FR\FM\16AUR2.SGM 16AUR2 sradovich on DSK3GMQ082PROD with RULES2 Federal Register / Vol. 83, No. 159 / Thursday, August 16, 2018 / Rules and Regulations securities under the Securities Act. Form F–1 (OMB Control No. 3235– 0258), Form F–3 (OMB Control No. 3235–0256), Form F–4 (OMB Control No. 3235–0325), and Form F–10 (OMB Control No. 3235–0380) prescribe information that an FPI must disclose to register certain offers and sales of securities under the Securities Act. Form 10–K (OMB Control No. 3235– 0063) prescribes information that a filer must disclose annually to the market about its business. Form 10–Q (OMB Control No. 3235–0070) prescribes information that a filer must disclose quarterly to the market about its business. Form 10 (OMB No. 3235– 0064) prescribes information that a filer must disclose when registering a class of securities pursuant to the Exchange Act. Form 8–K (OMB No. 3235–0060) prescribes information an issuer must disclose to the market upon the occurrence of certain specified events and enables an issuer to disclose other information voluntarily. Form 20–F (OMB Control No. 3235–0288) and Form 40–F (OMB No. 3235–0381) are used by an FPI both to register a class of securities under the Exchange Act as well as to provide its annual report required under the Exchange Act. Form 6–K (OMB No. 3235–0116) prescribes information that an FPI must disclose regarding certain specified changes to its business and securities pursuant to the Exchange Act and enables an issuer to disclose other information voluntarily. The information required by the Interactive Data collection of information corresponds to specified financial information required by these forms. Form N–1A (OMB Control No. 3235– 0307) is used by funds to register under the Investment Company Act and to offer their securities under the Securities Act. The information required by the Mutual Fund Interactive Data collection of information corresponds to specified risk/return summary information now required by Form N– 1A and is required to appear in exhibits to registration statements on Form N–1A and Rule 497 submissions and on fund websites. Although the Mutual Fund Interactive Data filing requirements are included in Form N–1A, the Commission has separately reflected the burden for these requirements in the burden estimate for Mutual Fund Interactive Data and not in the burden for Form N–1A. We continue to estimate that the Inline XBRL requirement for financial statement information will result in an initial increase in the existing internal burden of XBRL requirements (56 hours per response) by eight hours to switch VerDate Sep<11>2014 19:12 Aug 15, 2018 Jkt 244001 to Inline XBRL. This increase in burden will be borne only for the initial response that uses Inline XBRL. We also continue to estimate that reductions in review time will result in a decrease of two hours per response in the existing internal burden, beginning with the initial response and continuing on an ongoing basis.285 We further estimate that the average filer will incur a small increase in external cost of $5 per response (from $6,170 to $6,175) on an ongoing basis, beginning in the first year of compliance for its phase-in category. In the Inline XBRL Proposing Release we estimated that there would be 38,705 responses per year by 8,601 filers.286 Based on more recent information on the number of filers, we estimate that there will be 37,418 responses per year by 8,315 filers.287 Based on the number of filers that we expect to be phased in during each of the first three years under the requirements,288 the number of filings that we expect those filers to make that will require interactive data, and the internal burden hour and external cost estimates per response discussed above, we estimate that, over the first three years of the Inline XBRL requirements, switching to the Inline XBRL format will decrease the aggregate average yearly burden of financial statement information XBRL requirements by 20,455 hours of inhouse personnel time 289 and increase the aggregate average yearly cost of 285 Thus, for the initial response using Inline XBRL, we estimate that filers will experience a net increase in internal burden of 6 hours (8 hours¥2 hours = 6 hours). 286 See Inline XBRL Proposing Release, at 14301, n. 200. 8,601 filers × 4.5 responses per filer = 38,705 responses per year. 287 See note 49 above. We continue to estimate that there will be 4.5 responses per filer per year. 8,315 filers × 4.5 responses per filer = 37,418 responses. 288 Based on staff analysis of Form 10–K, 10–Q, 20–F, and 40–F filings and amendments to them filed during calendar year 2017, approximately 26% of filers were large accelerated filers and approximately 19% of filers were accelerated filers. For purposes of this estimate, we assume that these percentages are representative of the percentages of filers in different phase-in categories. 289 The first response is estimated to incur a net additional burden of six hours per response and the remaining responses are estimated to incur a net decrease in burden of two hours per response. The calculation below considers the aggregate average yearly change in internal burden incurred by each of the three categories of filers during the first three years of the Inline XBRL requirements. Filers that are phased in during year two are assumed to incur no change in burden during year one. Filers that are phased in during year three are assumed to incur no change in burden during years one and two. Filers phased in during year one: 8,315 × 26%. Average yearly change in internal burden per filer: [6 + (3.5 + 4.5 + 4.5) × (¥2)]/3 = ¥6.33 hours. Aggregate average yearly change in internal burden for filers phased in during year one: 8,315 × 26% × (¥6.33 hours) = ¥13,685 hours. PO 00000 Frm 00025 Fmt 4701 Sfmt 4700 40869 services of outside professionals by $106,640.290 The elimination of the website posting requirement also is expected to reduce the paperwork burden of the financial statement information XBRL requirements. The Commission previously estimated that operating companies would incur an average of approximately four burden hours per filer per year to post interactive data to their websites. Based on the updated estimate of 8,315 filers, we estimate that the elimination of the website posting requirement will decrease the aggregate average yearly burden on operating company filers by 33,260 hours.291 The Commission previously estimated the aggregate average yearly burden of the existing XBRL requirements for operating companies as 2,167,480 hours of in-house personnel time 292 and $238,809,850 in the cost of services of outside professionals.293 Using more recent information on the number of filers, the aggregate average yearly burden of the existing XBRL Filers phased in during year two: 8,315 × 19%. Average yearly change in internal burden per filer: [0 + 6 + (3.5 + 4.5) × (¥2)]/3 = ¥3.33 hours. Aggregate average yearly change in internal burden for filers phased in during year two: 8,315 × 19% × (¥3.33 hours) = ¥5,261 hours. Filers phased in during year three: 8,315 × 55%. Average yearly change in internal burden per filer: [0 + 0 + 6 + 3.5 × (¥2)]/3 = ¥0.33 hours. Aggregate average yearly change in internal burden for filers phased in during year three: 8,315 × 55% × (¥0.33 hours) = ¥1,509 hours. Aggregate average yearly change in internal burden: ¥13,685¥5,261¥1,509 = ¥20,455 hours. 290 Filers are estimated to incur an additional $5 per response beginning with the first year of compliance for their phase-in category. The calculation below considers the aggregate average yearly change in external cost incurred by each of the three categories of filers during the first three years of the Inline XBRL requirements. Filers that are phased in during year two are assumed to incur no change in external cost during year one. Filers that are phased in during year three are assumed to incur no change in external cost during years one and two. Filers phased in during year one: 8,315 × 26%. Average yearly change in external cost per filer: [$5 × 3 × 4.5]/3 = $22.50. Aggregate average yearly change in external cost for filers phased in during year one: 8,315 × 26% × $22.50 = $48,643. Filers phased in during year two: 8,315 × 19%. Average yearly change in external cost per filer: [$0 + $5 × 2 × 4.5]/3 = $15.00. Aggregate average yearly change in external cost for filers phased in during year two: 8,315 × 19% × $15.00 = $23,698. Filers phased in during year three: 8,315 × 55%. Average yearly change in external cost per filer: [$0 + $0 + $5 × 4.5]/3 = $7.50. Aggregate average yearly change in external cost for filers phased in during year three: 8,315 × 55% × $7.50 = $34,299. Aggregate average yearly change in external cost: $48,643 + $23,698 + $34,299 = $106,640. 291 8,315 × (¥4) = ¥33,260 hours. 292 8,601 × 4.5 = 38,705 responses. 38,705 responses × 56 hours per response = 2,167,480 hours. 293 8,601 × 4.5 = 38,705 responses. 38,705 responses × $6,170 per response = $238,809,850. E:\FR\FM\16AUR2.SGM 16AUR2 40870 Federal Register / Vol. 83, No. 159 / Thursday, August 16, 2018 / Rules and Regulations sradovich on DSK3GMQ082PROD with RULES2 requirements for operating companies would be 2,095,408 hours of in-house personnel time 294 and $230,869,060 in the cost of services of outside professionals.295 We estimate that in the first three years of the Inline XBRL requirements, the aggregate average yearly burden of XBRL requirements for operating companies will be 2,041,693 hours of in-house personnel time 296 and $230,975,700 in the cost of services of outside professionals,297 which represents a decrease of 53,715 hours of in-house personnel time 298 and an increase of $106,640 in the cost of services of outside professionals,299 or a decrease of 6.46 hours of in-house personnel time per filer 300 and an increase of $12.83 in the cost of services of outside professionals per filer.301 With respect to fund risk/return summaries, the Commission previously estimated that each fund will submit one Interactive Data File as an exhibit to a registration statement or a posteffective amendment thereto, and that 36% of funds will submit an additional Interactive Data File as an exhibit to a filing pursuant to Rule 485(b) or Rule 497. The Commission also previously estimated that (1) tagging and submitting fund risk/return data in XBRL format requires 11 hours per response, and (2) posting interactive data to the fund website requires one additional hour per response. In addition, the Commission previously estimated an external cost burden of $890 for the cost of goods and services purchased to comply with the current Interactive Data requirements, such as for software and/or the services of consultants and filing agents. The cost burden does not include the cost of the hour burden described above. In the Inline XBRL Proposing Release, the Commission estimated that there would be 15,104 responses per year by 11,106 funds.302 Based on updated industry figures on the number of funds, 294 8,315 × 4.5 = 37,418 responses. 37,418 responses × 56 hours per response = 2,095,408 hours. 295 8,315 × 4.5 = 37,418 responses. 37,418 responses × $6,170 per response = $230,869,060. 296 2,095,408¥53,715 = 2,041,693 hours. See note 294 above and note 298 below. 297 $230,869,060 + $106,640 = $230,975,700. See notes 290 and 295 above. 298 ¥20,455¥33,260 = ¥53,715 hours. See notes 289 and 291 above. 299 See note 290 above. 300 ¥53,715 hours/8,315 filers = ¥6.46 hours per filer. See notes 49 and 298 above. 301 $106,640/8,315 filers = $12.83 per filer. See notes 49 and 290 above. 302 See Inline XBRL Proposing Release, at 14302, n. 217. VerDate Sep<11>2014 19:12 Aug 15, 2018 Jkt 244001 we estimate that there will be 15,206 responses per year by 11,181 funds.303 The Inline XBRL Proposing Release also estimated that the Inline XBRL requirement for risk/return summary information would result in an initial increase in internal burden by two hours to switch to Inline XBRL. Commenters did not provide quantitative estimates of the impact of Inline XBRL on the burden of XBRL preparation for risk/return summaries. However, after considering qualitative input from some commenters that indicated the Commission may have underestimated the cost of transition to Inline XBRL for funds,304 we are revising the estimate of the increase in internal burden for funds from two hours to four hours for the initial response. We continue to estimate that this increase in burden will be borne only for the initial response that uses Inline XBRL. Further, we continue to estimate that there will be a reduction in review time that will result in a decrease in internal burden of approximately 0.5 hours per response, beginning with the initial response and continuing on an ongoing basis.305 We are postponing the phase-in for funds by one additional year after the effective date of the amendments. Based on the estimate of 11,181 funds,306 and accounting for the modifications to the phase-in of different filer categories, we estimate that the aggregate average yearly internal burden of risk/return summary information XBRL requirements will increase by 11,537 hours of in-house personnel time.307 We 303 See note 50 above. We continue to estimate that there will be 1.36 responses per fund per year. 11,181 funds × 1.36 responses = 15,206 responses. One commenter estimated that it prepared approximately 336 XBRL filings during the past calendar year. See letter from Federated II. In its 2017 letter, the commenter stated that it had 123 mutual funds. See letter from Federated I. This results in an estimate of approximately 2.73 (336/ 123) filings per fund per year. However, we are not able to determine whether this commenter’s estimate of the average number of filings per fund is representative of other fund complexes. A comparable estimate for other filers is not readily obtainable from XBRL filings data since a number of XBRL filings report risk/return summary information for more than one fund. 304 See letters from Federated I and II; ICI I and II; and USBFS. 305 Thus, for the initial response using Inline XBRL, we estimate that funds will experience a net increase in hour burden of 3.5 hours (4.0 hours¥0.5 hours = 3.5 hours). 306 See note 50 above and accompanying text. 307 The calculation below considers the aggregate average yearly change in burden incurred by each of the two categories of funds during the first three years under the amendments. Based on staff analysis of data obtained from Morningstar Direct, as of May 2018, we estimate that a $1 billion asset threshold for groups of related investment companies will provide an extended compliance PO 00000 Frm 00026 Fmt 4701 Sfmt 4700 also continue to estimate that the average fund will incur an increase in software costs of $10 per year on an ongoing basis, beginning in the first year of compliance for its phase-in category with the Inline XBRL requirement. Based on the estimate of 11,181 funds,308 we estimate that the Inline XBRL requirement will result in an increase of $49,557 in the aggregate average yearly cost of services of outside professionals.309 The elimination of the website posting requirements is expected to reduce the paperwork burden for funds by one hour per response. We therefore estimate that the elimination of the website posting requirements will decrease the aggregate average yearly burden on funds by 15,206 hours of inhouse personnel time or 1.36 hours per fund.310 The Commission previously estimated that the existing risk/return summary information XBRL requirements require funds to expend 181,248 hours of inhouse personnel time and $9,884,340 in the cost of services of outside professionals per year, based on an period to approximately two-thirds, or approximately 67%, of all mutual funds affected by the Inline XBRL requirements. See note 150 and accompanying text. Funds that are phased in during year two are assumed to incur no change in burden in year one. Funds that are phased in during year three are assumed to incur no change in burden in years one and two. Funds phased in during year two: 33% × 11,181 funds = 3,690 funds. Aggregate average yearly change in internal burden for funds phased in during year one: 3,690 funds × {[0 + 3.5 + (0.36 + 1.36) × (¥0.5)]/3} hours per fund = 3,247 hours. Funds phased in during year three: 67% × 11,181 funds = 7,491 funds. Aggregate average yearly change in internal burden for funds phased in during year two: 7,491 funds × {[0 + 0 + 3.5 + (0.36) × (¥0.5)]/3} hours per fund = 8,290 hours. Aggregate average yearly change in burden: 3,247 + 8,290 = 11,537 hours. 308 See note 50 above and accompanying text. 309 Funds are estimated to incur an additional $10 per year beginning with the first year of compliance for their phase-in category. The calculation below considers the aggregate average yearly change in external cost incurred by each of the two categories of funds during the first three years under the amendments. See note 307 above. Funds phased in during year two: 33% × 11,181 funds = 3,690 funds. Average yearly change in external cost per fund: [$0 + $10 + $10]/3 = $6.67 per fund. Aggregate average yearly change in external cost for all funds phased in during year one: 3,690 funds × $6.67 per fund = $24,612. Funds phased in during year three: 67% × 11,181 funds = 7,491 funds. Average yearly change in external cost per fund: [$0 + $0 + $10]/3 = $3.33 per fund. Aggregate average yearly change in external cost for all funds phased in during year two: 7,491 funds × $3.33 per fund = $24,945. Aggregate average yearly change in external cost: $24,612 + $24,945 = $49,557. 310 15,206 responses × (¥1) hour per response = ¥15,206 hours. 1.36 responses per fund × (¥1) hour per response = ¥1.36 hours per fund. E:\FR\FM\16AUR2.SGM 16AUR2 Federal Register / Vol. 83, No. 159 / Thursday, August 16, 2018 / Rules and Regulations estimate of 11,106 funds.311 Based on updated industry figures, the existing XBRL requirements for funds will require 182,472 hours of in-house personnel time and $9,951,090 in the cost of services of outside professionals.312 We estimate that in the first three years under the amendments, the aggregate average yearly burden of XBRL requirements for funds will decrease to 178,803 hours of in-house personnel time 313 and the aggregate average yearly cost of services of outside professionals will increase to $10,000,647,314 which represents a decrease of 3,669 hours of in-house personnel time 315 and an increase of $49,557 in the cost of services of outside professionals,316 or a decrease of 0.33 hours of in-house personnel time per filer 317 and an increase of $4.43 in the cost of services of outside professionals per filer.318 We are submitting these revised burden estimates to OMB for review in accordance with the PRA and its implementing regulations.319 2. Regulation S–K and Regulation S–T sradovich on DSK3GMQ082PROD with RULES2 Regulation S–K (OMB Control No. 3235–0071) specifies information that must be provided in filings under both the Securities Act and the Exchange Act. Regulation S–T (OMB Control No. 3235–0424) specifies the requirements that govern the electronic submission of documents. The amendments will revise rules under Regulations S–K and S–T. Any changes in the paperwork burden arising from these amendments, however, will be reflected in the Interactive Data collection of information and the Mutual Fund Interactive Data collection of information. The rules in Regulations S– K and S–T do not impose any separate burden. We assign one burden hour each to Regulations S–K and S–T for administrative convenience to reflect 311 See Inline XBRL Proposing Release, nn. 219– 220. 15,104 responses × (11 + 1) hours per response = 181,248 hours. 11,106 funds × $890 per fund = $9,884,340. 312 See note 303 above. 15,206 responses × (11 + 1) hours per response = 182,472 hours. 11,181 funds × $890 per fund = $9,951,090. 313 182,472¥15,206 + 11,537 = 178,803 hours. See notes 307, 310, and 312 above. 314 $9,951,090 + $49,557 = $10,000,647. See notes 309 and 312 above. 315 ¥15,206 + 11,537 =¥3,669 hours. See notes 307 and 310 above. 316 See note 309 above. 317 ¥3,669 hours/11,181 filers =¥0.33 hours per filer. See notes 50 and 315 above. 318 $49,557/11,181 filers = $4.43 per filer. See notes 50 and 309 above. 319 44 U.S.C. 3507(d); 5 CFR 1320.11. VerDate Sep<11>2014 19:12 Aug 15, 2018 Jkt 244001 the fact that these regulations do not impose any direct burden on filers.320 VI. Final Regulatory Flexibility Act Analysis This Final Regulatory Flexibility Analysis (‘‘FRFA’’) has been prepared in accordance with the Regulatory Flexibility Act (‘‘RFA’’).321 This FRFA relates to amendments that will require operating companies to provide financial statement information and funds to provide risk/return summary information to the Commission in the Inline XBRL format. A. Need for, and Objectives of, the Final Amendments The primary reason for, and objective of, these amendments is to improve the usefulness and quality of, and, over time, to decrease the cost of preparing for submission, certain information that filers are required to submit to the Commission in interactive data form. The need for, and objectives of, the final amendments are discussed in more detail in Section III.A above. B. Significant Issues Raised by Public Comments In the Inline XBRL Proposing Release, the Commission requested comment on any aspect of the Initial Regulatory Flexibility Analysis (‘‘IRFA’’), including the number of small entities that would be affected by the proposed rules, the nature of the impact, and how to quantify the impact of the amendments. We did not receive comments specifically addressing the IRFA. Several commenters, however, addressed aspects of the proposed amendments that could potentially affect small entities. In particular, several commenters expressed concern that the proposed transition to Inline XBRL will have a relatively greater impact on smaller filers. To facilitate transition for smaller filers, the majority of the commenters that addressed this issue supported a phase-in period.322 Several commenters also recommended that Form 10–Q filers not be required to file Form 10–K in Inline XBRL until after they have filed Form 10–Q in Inline XBRL.323 Several commenters opposed requiring Inline XBRL for some 320 For purposes of the PRA, we estimate that no funds participate in the 2005 XBRL Voluntary Program each year. This information collection, therefore, imposes no paperwork burden. The proposed termination of the program will therefore not result in changes in burden, except the elimination of one hour associated with this information collection for administrative purposes. 321 5 U.S.C. 601 et seq. 322 See notes 157–158 above. 323 See note 161 above. PO 00000 Frm 00027 Fmt 4701 Sfmt 4700 40871 or all filers.324 A few commenters that specifically discussed risk/return summaries expressed concern about the burden to filers of the initial transition to Inline XBRL and the elimination of the 15 business day filing period.325 To alleviate the potential impact of transition to Inline XBRL on smaller operating company filers, we are adopting, as proposed, the phased compliance dates that defer the Inline XBRL requirement until the fourth year after the effective date for nonaccelerated filers that prepare their financial statements in accordance with U.S. GAAP. In a modification from the proposal, in response to comments, and to further alleviate the potential impact of transition for all domestic form filers, including small entities, domestic form filers will be required to comply beginning with their first Form 10–Q for a fiscal period ending on or after the applicable compliance date, as opposed to the first filing for a fiscal period ending on or after that date, to enable filers to gain experience with Inline XBRL through less complex filings. Further, to alleviate the potential impact of transition to Inline XBRL on smaller fund filers, we are postponing the proposed phased compliance dates to defer the Inline XBRL requirement by an additional year. To facilitate XBRL submissions, as proposed, and consistent with commenter input, we are permitting concurrent submission of risk/return summary XBRL data with certain post-effective amendments under Rule 485(b). C. Small Entities Subject to the Amendments The amendments will affect some small entities. The RFA defines ‘‘small entity’’ to mean ‘‘small business’’, ‘‘small organization’’, or ‘‘small governmental jurisdiction’’.326 For purposes of the RFA, under our rules, an entity, other than an investment company, is a ‘‘small business’’ or ‘‘small organization’’ if it had total assets of $5 million or less on the last day of its most recent fiscal year.327 We estimate that there are approximately 1,163 filers, other than investment companies, that may be considered small entities and are subject to the amendments.328 All of these filers will 324 See note 83 above. note 115 above. One of these commenters specifically mentioned the concern that the requirement would impose costs on smaller registrants. See letter from USBFS. 326 5 U.S.C. 601(6). 327 17 CFR 240.0–10(a). 328 This estimate is based on staff analysis of XBRL data submitted by filers, other than co325 See E:\FR\FM\16AUR2.SGM Continued 16AUR2 40872 Federal Register / Vol. 83, No. 159 / Thursday, August 16, 2018 / Rules and Regulations be required to comply with the amendments by the end of the phase-in. In addition, for purposes of the RFA, an investment company, including a BDC, 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.329 We estimate that, as of December 31, 2017, there were 54 openend investment companies that would be considered small entities, including open-end ETFs.330 D. Projected Reporting, Recordkeeping and Other Compliance Requirements sradovich on DSK3GMQ082PROD with RULES2 All filers subject to the amendments currently are required to file an Interactive Data File entirely as an exhibit to their Commission filings. Under the amendments, filers will be required to embed part of the Interactive Data File within an HTML document using Inline XBRL and include the rest in an exhibit to that document. The requirement to use Inline XBRL will result in a small initial switching cost for filers but, as discussed in Sections III.B.1.a and V.C above, overall, for most filers, we anticipate that the use of Inline XBRL will, over time, reduce the ongoing internal burden of compliance with the XBRL requirements due to the removal of the requirement to include the entire Interactive Data File within an exhibit and slightly increase the external cost burden of compliance with the XBRL requirements due to modifications to XBRL preparation software.331 We also expect that the adopted elimination of the requirements to post the Interactive Data File on filers’ websites will reduce their compliance costs.332 The Inline XBRL requirement is expected to result in an initial cost of transition for filers when the requirement is implemented. The professional skills necessary for this requirement may be developed internally by filers or outsourced to third-party vendors. To that end, filer costs may include obtaining Inline XBRL preparation software or service capabilities from their own or thirdparty sources. Filers that already use their own or third-party Inline XBRL registrants, with EDGAR filings of Forms 10–K, 20– F, and 40–F and amendments filed during the calendar year 2017. 329 17 CFR 270.0–10(a). 330 This estimate is derived from an analysis of data obtained from Morningstar Direct as well as data reported on Form N–SAR filed with the Commission for the period ending December 31, 2017. 331 See notes 300, 301, 317, and 318 above. 332 See notes 291 and 310 above. VerDate Sep<11>2014 19:12 Aug 15, 2018 Jkt 244001 enabled filing solutions or filing solutions that can readily be modified to accommodate the Inline XBRL format are expected to incur a minimal initial cost.333 Although we recognize the likelihood of somewhat greater initial costs being incurred by filers that do not use such filing solutions, we believe that the initial cost of transition to Inline XBRL for those filers will still be small. In particular, we expect the cost to be small because the amendments consist primarily of an electronic format change. The amendments do not modify the substance of the XBRL requirements and thus do not affect the disclosure mapping process, which precedes the creation of the XBRL submission and accounts for the overwhelming majority of the XBRL preparation burden. Inline XBRL cannot be used with the ASCII format. Thus, filers that prepare the Related Official Filing in ASCII will incur additional costs of switching to HTML, and any fixed costs of such a change will have a relatively greater effect on smaller entities. We continue to believe that such costs will be minimal. First, a relatively small proportion of filers will have to switch to HTML as a result of the amendments.334 Second, the average costs of switching from ASCII to HTML are expected to be small because the software tools to prepare and file documents in HTML are widely used and the incremental cost of HTML features is minimal.335 We continue to believe that the remaining impact on smaller ASCII filers, if any, will be alleviated by the phase-in. The amendments are discussed in detail in Section III.A above. We discuss the economic impact, including the estimated compliance costs and burdens, of the amendments in Section III.B and Section V above. E. Agency Action To Minimize Effect on Small Entities The RFA directs us to consider alternatives that would accomplish the stated objectives of our amendments, while minimizing any significant adverse impact on small entities. Specifically, we considered the following alternatives: (1) Establishing different compliance or reporting requirements or timetables that take into account the resources available to small entities; (2) clarifying, consolidating, or simplifying compliance and reporting requirements for small entities under the amendments; (3) using performance 333 See 334 See notes 61–62 above. notes 238–241 above and accompanying text. 335 See PO 00000 note 242 above. Frm 00028 Fmt 4701 Sfmt 4700 rather than design standards; and (4) exempting small entities from coverage of all or part of these amendments. The amendments include different compliance schedules for operating companies, with a three-year phase-in based on filer size and use of accounting principles. Operating company small entities will not be subject to the Inline XBRL requirements until the final year of the phase-in. This different compliance timetable will enable smaller filers to defer the burden of any additional cost, learn from filers that comply earlier, and take advantage of any increases in the quality or decreases in the price of Inline XBRL preparation services or software that arise from expertise or competition that develops prior to their compliance date. Commenters generally supported the proposed phased approach to compliance. Additionally, in response to comments, we are changing the phase-in for operating company filers to start with a Form 10–Q filing, which will simplify the initial compliance and reporting requirement for all domestic form filers, including small entities. With respect to fund filers, the amendments similarly include different compliance schedules for funds based on filer size. The amendments extend the phase-in by an additional year relative to the proposal in response to commenter suggestions and concerns about the burden of transition for smaller funds. Thus, fund small entities will not be subject to the Inline XBRL requirements or the elimination of the 15 business day filing period until three years after the effective date of the amendments. The elimination of the website posting requirements also will consolidate and simplify the compliance and reporting requirements for all operating companies and funds with respect to their interactive data. We do not believe that further clarification, consolidation, or simplification for small entities is appropriate because we believe that phased mandatory conversion of all filers to Inline XBRL is necessary to realize the benefits of Inline XBRL to data users. We are not adopting a partial or complete exemption from the Inline XBRL requirements or the use of performance rather than design standards for filers that are small entities because we believe that the long-term, consistent use of Inline XBRL may reduce the time and effort required to prepare XBRL filings, simplify the review process for filers, and improve the usefulness and quality of XBRL data, thereby benefiting investors, other E:\FR\FM\16AUR2.SGM 16AUR2 Federal Register / Vol. 83, No. 159 / Thursday, August 16, 2018 / Rules and Regulations market participants, and other data users and potentially increasing the use of XBRL data. We also note that the elimination of the website posting requirements is expected to decrease the burden on all filers, including small entities. VII. Statutory Basis The amendments contained in this document are being adopted under the authority set forth in Sections 7, 10, and 19(a) of the Securities Act; 336 Sections 3, 12, 13, 15(d), 23(a), and 35A of the Exchange Act; 337 Sections 8, 24, 30, and 38 of the Investment Company Act; 338 and Section 3(a) of the Sarbanes-Oxley Act.339 Text of the Final Rule and Form Amendments List of Subjects 17 CFR Part 229 Reporting and recordkeeping requirements, Securities. 17 CFR Part 230 Investment companies, Reporting and recordkeeping requirements, Securities. 17 CFR Part 232 Administrative practice and procedure, Reporting and recordkeeping requirements, Securities. 17 CFR Parts 239 and 249 Reporting and recordkeeping requirements, Securities. 17 CFR Parts 270 and 274 Investment companies, Reporting and recordkeeping requirements, Securities. For the reasons stated in the preamble, the Commission is amending title 17, chapter II of the Code of the Federal Regulations as follows: 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 1. The authority citation for part 229 continues to read as follows: sradovich on DSK3GMQ082PROD with RULES2 ■ 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, 78j–3, 78l, 78m, 78n, 78n–1, 78o, 78u–5, 78w, 78ll, 78mm, 80a–8, 80a–9, 80a–20, 80a–29, 80a– 336 15 337 15 U.S.C. 77g, 77j and 77s(a). U.S.C. 78c, 78l, 78m, 78o(d), 78w(a) and 78ll. 338 15 U.S.C. 80a–8, 80a–24, 80a–29 and 80a–37. Law 107–204, 116 Stat. 745. 339 Public VerDate Sep<11>2014 19:12 Aug 15, 2018 Jkt 244001 30, 80a–31(c), 80a–37, 80a–38(a), 80a–39, 80b–11, and 7201 et seq.; 18 U.S.C. 1350; Sec. 953(b) Pub. L. 111–203, 124 Stat. 1904 (2010); and Sec. 102, Pub. L. 112–106, 126 Stat. 310 (2012). 2. Amend § 229.601 by: a. Removing and reserving entry (100) from the exhibit table in paragraph (a); ■ b. Removing and reserving paragraph (b)(100); and ■ c. Revising paragraph (b)(101). The revision reads as follows: ■ ■ § 229.601 (Item 601) Exhibits. * * * * * (b) * * * (100) [Reserved] (101) Interactive Data File. Where a registrant prepares its financial statements in accordance with either generally accepted accounting principles as used in the United States or International Financial Reporting Standards as issued by the International Accounting Standards Board, an Interactive Data File (§ 232.11 of this chapter) is: (i) Required to be submitted. Required to be submitted to the Commission in the manner provided by § 232.405 of this chapter if the registrant does not prepare its financial statements in accordance with 17 CFR 210.6–01 through 210.6–10 (Article 6 of Regulation S–X), except that an Interactive Data File: (A) First is required for a periodic report on Form 10–Q (§ 249.308a of this chapter), Form 20–F (§ 249.220f of this chapter), or Form 40–F (§ 249.240f of this chapter), as applicable; (B) Is required for a registration statement under the Securities Act only if the registration statement contains a price or price range; and (C) Is required for a Form 8–K (§ 249.308 of this chapter) only when the Form 8–K contains audited annual financial statements that are a revised version of financial statements that previously were filed with the Commission and that have been revised pursuant to applicable accounting standards to reflect the effects of certain subsequent events, including a discontinued operation, a change in reportable segments or a change in accounting principle. In such case, the Interactive Data File will be required only as to such revised financial statements regardless of whether the Form 8–K contains other financial statements. (ii) Permitted to be submitted. Permitted to be submitted to the Commission in the manner provided by § 232.405 of this chapter if the: (A) Registrant does not prepare its financial statements in accordance with PO 00000 Frm 00029 Fmt 4701 Sfmt 4700 40873 17 CFR 210.6–01 through 210.6–10 (Article 6 of Regulation S–X); and (B) Interactive Data File is not required to be submitted to the Commission under paragraph (b)(101)(i) of this section. Instruction 1 to paragraphs (b)(101)(i) and (ii): When an Interactive Data File is submitted as provided by § 232.405(a)(3)(i) of this chapter, the exhibit index must include the word ‘‘Inline’’ within the title description for any eXtensible Business Reporting Language (XBRL)-related exhibit. (iii) Not permitted to be submitted. Not permitted to be submitted to the Commission if the registrant prepares its financial statements in accordance with 17 CFR 210.6–01 through 210.6–10 (Article 6 of Regulation S–X). * * * * * PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 3. The authority citation for part 230 continues to read in part as follows: ■ Authority: 15 U.S.C. 77b, 77b note, 77c, 77d, 77f, 77g, 77h, 77j, 77r, 77s, 77z–3, 77sss, 78c, 78d, 78j, 78l, 78m, 78n, 78o, 78o–7 note, 78t, 78w, 78ll(d), 78mm, 80a–8, 80a–24, 80a– 28, 80a–29, 80a–30, and 80a–37, and Pub. L. 112–106, sec. 201(a), sec. 401, 126 Stat. 313 (2012), unless otherwise noted. * * * * * 4. Amend § 230.144 by revising paragraph (c)(1)(ii) and paragraphs 1.b and 2 of Note to § 230.144(c) to read as follows: ■ § 230.144 Persons deemed not to be engaged in a distribution and therefore not underwriters. * * * * * (c) * * * (1) * * * (ii) Submitted electronically every Interactive Data File (§ 232.11 of this chapter) required to be submitted pursuant to § 232.405 of this chapter, during the 12 months preceding such sale (or for such shorter period that the issuer was required to submit such files); or * * * * * Note to § 230.144(c): * * * 1. * * * b. Submitted electronically every Interactive Data File (§ 232.11 of this chapter) required to be submitted pursuant to § 232.405 of this chapter, during the preceding 12 months (or for such shorter period that the issuer was required to submit such files); or 2. A written statement from the issuer that it has complied with such reporting or submission requirements. * E:\FR\FM\16AUR2.SGM * * 16AUR2 * * 40874 Federal Register / Vol. 83, No. 159 / Thursday, August 16, 2018 / Rules and Regulations ■ 5. Amend § 230.485 by revising paragraph (c)(3) to read as follows: 78n, 78o(d), 78w(a), 78ll, 80a–6(c), 80a–8, 80a–29, 80a–30, 80a–37, 7201 et seq.; and 18 U.S.C. 1350, unless otherwise noted. § 230.485 Effective date of post-effective amendments filed by certain registered investment companies. * * * * * * (c) * * * (3) A registrant’s ability to file a posteffective amendment, other than an amendment filed solely for purposes of submitting an Interactive Data File, under paragraph (b) of this section is automatically suspended if a registrant fails to submit any Interactive Data File as required by General Instruction C.3.(g) of Form N–1A (§§ 239.15A and 274.11A of this chapter). A suspension under this paragraph (c)(3) shall become effective at such time as the registrant fails to submit an Interactive Data File as required by General Instruction C.3.(g) of Form N–1A. Any such suspension, so long as it is in effect, shall apply to any post-effective amendment that is filed after the suspension becomes effective, but shall not apply to any post-effective amendment that was filed before the suspension became effective. Any suspension shall apply only to the ability to file a post-effective amendment pursuant to paragraph (b) of this section and shall not otherwise affect any post-effective amendment. Any suspension under this paragraph (c)(3) shall terminate as soon as a registrant has submitted the Interactive Data File as required by General Instruction C.3.(g) of Form N–1A. * * * * * ■ 6. Amend § 230.497 by revising the last sentence of paragraphs (c) and (e) to read as follows: sradovich on DSK3GMQ082PROD with RULES2 * * * * (c) * * * Investment companies filing on Form N–1A must, if applicable pursuant to General Instruction C.3.(g) of Form N–1A, submit an Interactive Data File (§ 232.11 of this chapter). * * * * * (e) * * * Investment companies filing on Form N–1A must, if applicable pursuant to General Instruction C.3.(g) of Form N–1A, submit an Interactive Data File (§ 232.11 of this chapter). * * * * * PART 232—REGULATION S–T— GENERAL RULES AND REGULATIONS FOR ELECTRONIC FILINGS 7. The authority citation for part 232 continues to read in part as follows: ■ Authority: 15 U.S.C. 77c, 77f, 77g, 77h, 77j, 77s(a), 77z–3, 77sss(a), 78c(b), 78l, 78m, Jkt 244001 Definition of terms used in part * * * * * Interactive Data File. The term Interactive Data File means the machine-readable computer code that presents information in eXtensible Business Reporting Language (XBRL) electronic format pursuant to § 232.405 and as specified by the EDGAR Filer Manual. When a filing is submitted using Inline XBRL as provided by § 232.405(a)(3), a portion of the Interactive Data File is embedded into a filing with the remainder submitted as an exhibit to the filing. * * * * * Related Official Filing. The term Related Official Filing means the ASCII or HTML format part of the official filing with which all or part of an Interactive Data File appears as an exhibit or, in the case of a filing on Form N–1A (§§ 239.15A and 274.11A of this chapter), the ASCII or HTML format part of an official filing that contains the information to which an Interactive Data File corresponds. * * * * * ■ 9. Amend § 232.201 by revising paragraphs (b) and (c) to read as follows: Temporary hardship exemption. * * 19:12 Aug 15, 2018 § 232.11 232. § 232.201 § 230.497 Filing of investment company prospectuses—number of copies. VerDate Sep<11>2014 * * * * 8. Amend § 232.11 by revising the definition of ‘‘Interactive Data File’’, removing the definition of ‘‘Promptly’’, revising the definition of ‘‘Related Official Filing’’, and removing the definition of ‘‘XBRL-Related Documents’’ to read as follows: ■ * * * * (b) An electronic format copy of the filed paper format document shall be submitted to the Commission within six business days of filing the paper format document. Failure to submit the confirming electronic copy of a paper filing made in reliance on the temporary hardship exemption, as required in this paragraph (b), will result in ineligibility to use Form SF–3 (see § 239.45 of this chapter). The electronic format version shall contain the following statement in capital letters at the top of the first page of the document: THIS DOCUMENT IS A COPY OF THE (specify document) FILED ON (date) PURSUANT TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION Note 1 to paragraph (b): As provided elsewhere in this chapter, failure to submit the confirming electronic copy of a paper filing made in reliance on the temporary PO 00000 Frm 00030 Fmt 4701 Sfmt 4700 hardship exemption, as required in paragraph (b) of this section, will result in ineligibility to use Forms S–3, S–8, and F– 3 (see §§ 239.13, 239.16b, and 239.33 of this chapter, respectively), restrict incorporation by reference into an electronic filing of the document submitted in paper (see § 232.303), and toll certain time periods associated with tender offers (see §§ 240.13e–4(f)(13) and 240.14e-1(e) of this chapter). Note 2 to paragraph (b): If the exemption relates to an exhibit only, the requirement to submit a confirming electronic copy shall be satisfied by refiling the exhibit in electronic format in an amendment to the filing to which it relates. The confirming copy tag should not be used. The amendment should note that the purpose of the amendment is to add an electronic copy of an exhibit previously filed in paper pursuant to a temporary hardship exemption. (c) If an electronic filer experiences unanticipated technical difficulties preventing the timely preparation and submission of an Interactive Data File (§ 232.11) as required pursuant to § 232.405, the electronic filer still can timely satisfy the requirement to submit the Interactive Data File in the following manner: (1) Substitute for the Interactive Data File exhibit a document that sets forth the following legend: IN ACCORDANCE WITH THE TEMPORARY HARDSHIP EXEMPTION PROVIDED BY RULE 201 OF REGULATION S–T, THE DATE BY WHICH THE INTERACTIVE DATA FILE IS REQUIRED TO BE SUBMITTED HAS BEEN EXTENDED BY SIX BUSINESS DAYS; and (2) Submit the required Interactive Data File no later than six business days after the Interactive Data File originally was required to be submitted. Note 1 to paragraph (c): As provided elsewhere in this chapter, electronic filers unable to submit the Interactive Data File under the circumstances specified by paragraph (c) of this section, must comply with the provisions of this section and cannot use Form 12b–25 (§ 249.322 of this chapter) as a notification of late filing. As also provided elsewhere in this chapter, failure to submit the Interactive Data File as required by the end of the six-business-day period specified by paragraph (c) of this section will result in ineligibility to use Forms S–3, S–8, and F–3 (§§ 239.13, 239.16b, and 239.33 of this chapter, respectively), constitute a failure to have filed all required reports for purposes of the current public information requirements of § 230.144(c)(1) of this chapter, and, pursuant to § 230.485(c)(3) of this chapter, suspend the ability to file post-effective amendments under § 230.485(b) of this chapter. * ■ * * * * 10. Amend § 232.202 by: E:\FR\FM\16AUR2.SGM 16AUR2 Federal Register / Vol. 83, No. 159 / Thursday, August 16, 2018 / Rules and Regulations a. Revising paragraphs (a) introductory text, (a)(2), (b)(2) and (3), (c)(1), and (c)(2) introductory text; ■ b. Removing paragraph (c)(3); and ■ c. Revising paragraphs (d)(1) and (2) and Notes 3 and 4 to § 232.202. The revisions read as follows: ■ sradovich on DSK3GMQ082PROD with RULES2 § 232.202 Continuing hardship exemption. (a) An electronic filer may apply in writing for a continuing hardship exemption if all or part of a filing, group of filings or submission, other than a Form ID (§§ 239.63, 249.446, 269.7, and 274.402 of this chapter), a Form D (§ 239.500 of this chapter), or an Asset Data File (§ 232.11), otherwise to be filed or submitted in electronic format cannot be so filed or submitted, as applicable, without undue burden or expense. Such written application shall be made at least ten business days before the required due date of the filing(s) or submission(s) or the proposed filing or submission date, as appropriate, or within such shorter period as may be permitted. The written application shall contain the information set forth in paragraph (b) of this section. * * * * * (2) If the Commission, or the staff acting pursuant to delegated authority, denies the application for a continuing hardship exemption, the electronic filer shall file or submit the required document or Interactive Data File in electronic format, as applicable, on the required due date or the proposed filing or submission date, or such other date as may be permitted. * * * * * (b) * * * (2) The burden and expense involved to employ alternative means to make the electronic submission; and/or (3) The reasons for not submitting electronically the document, group of documents or Interactive Data File, as well as the justification for the requested time period. (c) * * * (1) Electronic filing of a document or group of documents, not electronic submission of an Interactive Data File, then the electronic filer shall submit the document or group of documents for which the continuing hardship exemption is granted in paper format on the required due date specified in the applicable form, rule or regulation, or the proposed filing date, as appropriate and the following legend shall be placed in capital letters at the top of the cover page of the paper format document(s): IN ACCORDANCE WITH RULE 202 OF REGULATION S–T, THIS (specify document) IS BEING FILED IN PAPER VerDate Sep<11>2014 19:12 Aug 15, 2018 Jkt 244001 PURSUANT TO A CONTINUING HARDSHIP EXEMPTION. (2) Electronic submission of an Interactive Data File, then the electronic filer shall substitute for the Interactive Data File exhibit a document that sets forth one of the following legends, as appropriate: * * * * * (d) * * * (1) Electronic filing of a document or group of documents, not electronic submission of an Interactive Data File, then the grant may be conditioned upon the filing of the document or group of documents that is the subject of the exemption in electronic format upon the expiration of the period for which the exemption is granted. The electronic format version shall contain the following statement in capital letters at the top of the first page of the document: THIS DOCUMENT IS A COPY OF THE (specify document) FILED ON (date) PURSUANT TO A RULE 202(d) CONTINUING HARDSHIP EXEMPTION. (2) Electronic submission of an Interactive Data File, then the grant may be conditioned upon the electronic submission of the Interactive Data File that is the subject of the exemption upon the expiration of the period for which the exemption is granted. * * * * * Note 3 to § 232.202: As provided elsewhere in this chapter, failure to submit a required confirming electronic copy of a paper filing made in reliance on a continuing hardship exemption granted pursuant to paragraph (d) of this section will result in ineligibility to use Forms S–3, S–8, and F–3 (see, §§ 239.13, 239.16b, and 239.33 of this chapter, respectively), restrict incorporation by reference into an electronic filing of the document submitted in paper (see § 232.303), and toll certain time periods associated with tender offers (see §§ 240.13e–4(f)(13) and 240.14e–1(e) of this chapter). Note 4 to § 232.202: As provided elsewhere in this chapter, failure to submit the Interactive Data File as required by § 232.405 by the end of the continuing hardship exemption if granted for a limited period of time, will result in ineligibility to use Forms S–3, S–8, and F–3 (§§ 239.13, 239.16b, and 239.33 of this chapter, respectively), constitute a failure to have filed all required reports for purposes of the current public information requirements of § 230.144(c)(1) of this chapter, and, pursuant to § 230.485(c)(3) of this chapter, suspend the ability to file post-effective amendments under § 230.485(b) of this chapter. 11. Amend § 232.305 by revising paragraph (b) to read as follows: ■ § 232.305 Number of characters per line; tabular and columnar information. * PO 00000 * * Frm 00031 * Fmt 4701 * Sfmt 4700 40875 (b) Paragraph (a) of this section does not apply to HTML documents, Interactive Data Files (§ 232.11) or Interactive Data Financial Reports (§ 232.11). ■ 12. Revise the undesignated center heading between §§ 232.314 and 232.401 to read as follows: Interactive Data §§ 232.401 and 232.402 Reserved] [Removed and 13. Remove and reserve §§ 232.401 and 232.402. ■ 14. Amend § 232.405 by: ■ a. Revising the section heading; ■ b. Removing Preliminary Notes 1, 2, and 3; ■ c. Adding introductory text; ■ d. Revising the heading of paragraph (a) and paragraphs (a)(1) and (2); ■ e. Removing paragraph (a)(4) and redesignating paragraph (a)(3) as paragraph (a)(4); ■ f. Adding new paragraph (a)(3); ■ g. Revising newly redesignated paragraph (a)(4); ■ h. Revising the introductory text of paragraphs (d) and (e) and paragraph (f); ■ i. Removing paragraph (g); and ■ j. Revising Note to § 232.405. The revisions and addition read as follows: ■ § 232.405 Interactive Data File submissions. This section applies to electronic filers that submit Interactive Data Files. Section 229.601(b)(101) of this chapter (Item 601(b)(101) of Regulation S–K), paragraph (101) of Part II—Information Not Required to be Delivered to Offerees or Purchasers of Form F–10 (§ 239.40 of this chapter), paragraph 101 of the Instructions as to Exhibits of Form 20– F (§ 249.220f of this chapter), paragraph B.(15) of the General Instructions to Form 40–F (§ 249.240f of this chapter), paragraph C.(6) of the General Instructions to Form 6–K (§ 249.306 of this chapter), and General Instruction C.3.(g) of Form N–1A (§§ 239.15A and 274.11A of this chapter) specify when electronic filers are required or permitted to submit an Interactive Data File (§ 232.11), as further described in the note to this section. This section imposes content, format and submission requirements for an Interactive Data File, but does not change the substantive content requirements for the financial and other disclosures in the Related Official Filing (§ 232.11). (a) Content, format, and submission requirements—General. * * * (1) Comply with the content, format, and submission requirements of this section; E:\FR\FM\16AUR2.SGM 16AUR2 sradovich on DSK3GMQ082PROD with RULES2 40876 Federal Register / Vol. 83, No. 159 / Thursday, August 16, 2018 / Rules and Regulations (2) Be submitted only by an electronic filer either required or permitted to submit an Interactive Data File as specified by § 229.601(b)(101) of this chapter (Item 601(b)(101) of Regulation S–K), paragraph (101) of Part II— Information Not Required to be Delivered to Offerees or Purchasers of Form F–10 (§ 239.40 of this chapter), paragraph 101 of the Instructions as to Exhibits of Form 20–F (§ 249.220f of this chapter), paragraph B.(15) of the General Instructions to Form 40–F (§ 249.240f of this chapter), paragraph C.(6) of the General Instructions to Form 6–K (§ 249.306 of this chapter), or General Instruction C.3.(g) of Form N–1A (§§ 239.15A and 274.11A of this chapter), as applicable; (3) Be submitted using Inline XBRL: (i) If the electronic filer is not an open-end management investment company registered under the Investment Company Act of 1940 (15 U.S.C. 80a et seq.) and is not within one of the categories specified in paragraph (f)(1)(i) of this section, as partly embedded into a filing with the remainder simultaneously submitted as an exhibit to: (A) A filing that contains the disclosure this section requires to be tagged; or (B) An amendment to a filing that contains the disclosure this section requires to be tagged if the amendment is filed no more than 30 days after the earlier of the due date or filing date of the filing and the Interactive Data File is the first Interactive Data File the electronic filer submits; or (ii) If the electronic filer is an openend management investment company registered under the Investment Company Act of 1940 (15 U.S.C. 80a et seq.) and is not within one of the categories specified in paragraph (f)(1)(ii) of this section, as partly embedded into a filing with the remainder simultaneously submitted as an exhibit to a filing that contains the disclosure this section requires to be tagged; and (4) Be submitted in accordance with the EDGAR Filer Manual and, as applicable, either § 229.601(b)(101) of this chapter (Item 601(b)(101) of Regulation S–K), paragraph (101) of Part II—Information Not Required to be Delivered to Offerees or Purchasers of Form F–10 (§ 239.40 of this chapter), paragraph 101 of the Instructions as to Exhibits of Form 20–F (§ 249.220f of this chapter), paragraph B.(15) of the General Instructions to Form 40–F (§ 249.240f of this chapter), paragraph C.(6) of the General Instructions to Form 6–K (§ 249.306 of this chapter), or General Instruction C.3.(g) of Form N–1A VerDate Sep<11>2014 19:12 Aug 15, 2018 Jkt 244001 (§§ 239.15A and 274.11A of this chapter). * * * * * (d) Format—Footnotes—Generally. The part of the Interactive Data File for which the corresponding data in the Related Official Filing consists of footnotes to financial statements must comply with the requirements of paragraphs (c)(1) and (2) of this section, as modified by this paragraph (d). Footnotes to financial statements must be tagged as follows: * * * * * (e) Format—Schedules—Generally. The part of the Interactive Data File for which the corresponding data in the Related Official Filing consists of financial statement schedules as set forth in 17 CFR 210.12–01 through 210.12–29 (Article 12 of Regulation S– X) must comply with the requirements of paragraphs (c)(1) and (2) of this section, as modified by this paragraph (e). Financial statement schedules as set forth in 17 CFR 210.12–01 through 210.12–29 (Article 12 of Regulation S– X) must be tagged as follows: * * * * * (f) Format—Phase-in for Inline XBRL submissions. (1) The following electronic filers may choose to submit an Interactive Data File: (i) In the manner specified in paragraph (f)(2) of this section rather than as specified by paragraph (a)(3)(i) of this section: Any electronic filer that is not an open-end management investment company registered under the Investment Company Act of 1940 (15 U.S.C. 80a et seq.) if it is within one of the following categories, provided, however, that an Interactive Data File first is required to be submitted in the manner specified by paragraph (a)(3)(i) of this section for a periodic report on Form 10–Q (§ 249.308a of this chapter) if the filer reports on Form 10–Q: (A) A large accelerated filer (§ 240.12b–2 of this chapter) that prepares its financial statements in accordance with generally accepted accounting principles as used in the United States and none of the financial statements for which an Interactive Data File is required is for a fiscal period that ends on or after June 15, 2019; (B) An accelerated filer (§ 240.12b–2 of this chapter) that prepares its financial statements in accordance with generally accepted accounting principles as used in the United States and none of the financial statements for which an Interactive Data File is required is for a fiscal period that ends on or after June 15, 2020; and (C) A filer not specified in paragraph (f)(1)(i)(A) or (B) of this section that PO 00000 Frm 00032 Fmt 4701 Sfmt 4700 prepares its financial statements in accordance with either generally accepted accounting principles as used in the United States or International Financial Reporting Standards as issued by the International Accounting Standards Board and none of the financial statements for which an Interactive Data File is required is for a fiscal period that ends on or after June 15, 2021. (ii) In the manner specified in paragraph (f)(3) of this section rather than as specified by paragraph (a)(3)(ii) of this section: Any electronic filer that is an open-end management investment company registered under the Investment Company Act of 1940 (15 U.S.C. 80a et seq.) that, together with other investment companies in the same ‘‘group of related investment companies,’’ as such term is defined in § 270.0–10 of this chapter, has assets of: (A) $1 billion or more as of the end of the most recent fiscal year until it files an initial registration statement (or post-effective amendment that is an annual update to an effective registration statement) that becomes effective on or after September 17, 2020; and (B) Less than $1 billion as of the end of the most recent fiscal year until it files an initial registration statement (or post-effective amendment that is an annual update to an effective registration statement) that becomes effective on or after September 17, 2021. (2) The electronic filers specified in paragraph (f)(1)(i) of this section may submit the Interactive Data File solely as an exhibit to: (i) A filing that contains the disclosure this section requires to be tagged; or (ii) An amendment to a filing that contains the disclosure this section requires to be tagged if the amendment is filed no more than 30 days after the earlier of the due date or filing date of the filing and the Interactive Data File is the first Interactive Data File the electronic filer submits. (3) The electronic filers specified in paragraph (f)(1)(ii) of this section may submit the Interactive Data File solely as an exhibit to a filing that contains the disclosure this section requires to be tagged, up to 15 business days after the effective date of the registration statement or post-effective amendment that contains the related information, or the filing of a form of prospectus made pursuant to § 230.497(c) or (e) of this chapter (paragraph (c) or (e) of Rule 497). Note to § 232.405: Section 229.601(b)(101) of this chapter (Item 601(b)(101) of E:\FR\FM\16AUR2.SGM 16AUR2 Federal Register / Vol. 83, No. 159 / Thursday, August 16, 2018 / Rules and Regulations Regulation S–K) specifies the circumstances under which an Interactive Data File must be submitted and the circumstances under which it is permitted to be submitted, with respect to Forms S–1 (§ 239.11 of this chapter), S–3 (§ 239.13 of this chapter), S–4 (§ 239.25 of this chapter), S–11 (§ 239.18 of this chapter), F–1 (§ 239.31 of this chapter), F–3 (§ 239.33 of this chapter), F–4 (§ 239.34 of this chapter), 10–K (§ 249.310 of this chapter), 10–Q (§ 249.308a of this chapter), and 8–K (§ 249.308 of this chapter). Paragraph (101) of Part II—Information not Required to be Delivered to Offerees or Purchasers of Form F–10 (§ 239.40 of this chapter) specifies the circumstances under which an Interactive Data File must be submitted and the circumstances under which it is permitted to be submitted, with respect to Form F–10. Paragraph 101 of the Instructions as to Exhibits of Form 20–F (§ 249.220f of this chapter) specifies the circumstances under which an Interactive Data File must be submitted and the circumstances under which it is permitted to be submitted, with respect to Form 20–F. Paragraph B.(15) of the General Instructions to Form 40–F (§ 249.240f of this chapter) and Paragraph C.(6) of the General Instructions to Form 6–K (§ 249.306 of this chapter) specify the circumstances under which an Interactive Data File must be submitted and the circumstances under which it is permitted to be submitted, with respect to Form 40–F and Form 6–K (§ 249.240f of this chapter and § 249.306 of this chapter), respectively. Section 229.601(b)(101) (Item 601(b)(101) of Regulation S–K), paragraph (101) of Part II— Information not Required to be Delivered to Offerees or Purchasers of Form F–10, paragraph 101 of the Instructions as to Exhibits of Form 20–F, paragraph B.(15) of the General Instructions to Form 40–F, and paragraph C.(6) of the General Instructions to Form 6–K all prohibit submission of an Interactive Data File by an issuer that prepares its financial statements in accordance with 17 CFR 210.6-01 through 210.6–10 (Article 6 of Regulation S–X). For an issuer that is an open-end management investment company registered under the Investment Company Act of 1940 (15 U.S.C. 80a et seq.), General Instruction C.3.(g) of Form N–1A (§§ 239.15A and 274.11A of this chapter) specifies the circumstances under which an Interactive Data File must be submitted. § 239.13 Form S–3, for registration under the Securities Act of 1933 of securities of certain issuers offered pursuant to certain types of transactions. PART 239—FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933 § 239.16b Form S–8, for registration under the Securities Act of 1933 of securities to be offered to employees pursuant to employee benefit plans. 15. The authority citation for part 239 continues to read in part as follows: sradovich on DSK3GMQ082PROD with RULES2 ■ Authority: 15 U.S.C. 77c, 77f, 77g, 77h, 77j, 77s, 77z–2, 77z–3, 77sss, 78c, 78l, 78m, 78n, 78o(d), 78o–7 note, 78u–5, 78w(a), 78ll, 78mm, 80a–2(a), 80a–3, 80a–8, 80a–9, 80a– 10, 80a–13, 80a–24, 80a–26, 80a–29, 80a–30, 80a–37; and 107 Pub. L. 112–106, 126 Stat. 312, unless otherwise noted. * * * * * 16. Amend § 239.13 by revising paragraph (a)(7)(ii) to read as follows: ■ VerDate Sep<11>2014 19:12 Aug 15, 2018 Jkt 244001 * * * * * (a) * * * (7) * * * (ii) Submitted electronically to the Commission all Interactive Data Files required to be submitted pursuant to § 232.405 of this chapter during the twelve calendar months and any portion of a month immediately preceding the filing of the registration statement on this Form (or for such shorter period of time that the registrant was required to submit such files). * * * * * ■ 17. Amend Form S–3 (referenced in § 239.13) by revising General Instruction I.A.7.(b) to read as follows: Note: The text of Form S–3 does not, and this amendment will not, appear in the Code of Federal Regulations. FORM S–3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 * * * * * GENERAL INSTRUCTIONS I. Eligibility Requirements for Use of Form S–3 * * * * * A. * * * 7. * * * (b) Submitted electronically to the Commission all Interactive Data Files required to be submitted pursuant to Rule 405 of Regulation S–T (§ 232.405 of this chapter) during the twelve calendar months and any portion of a month immediately preceding the filing of the registration statement on this Form (or for such shorter period of time that the registrant was required to submit such files). * * * * * ■ 18. Amend § 239.16b by revising paragraph (b)(2) to read as follows: * * * * * (b) * * * (2) Submitted electronically to the Commission all Interactive Data Files required to be submitted pursuant to § 232.405 of this chapter during the twelve calendar months and any portion of a month immediately preceding the filing of the registration statement on this Form (or for such shorter period of time that the registrant was required to submit such files). PO 00000 Frm 00033 Fmt 4701 Sfmt 4700 40877 19. Amend Form S–8 (referenced in § 239.16b) by revising General Instruction A.3.(b) to read as follows: ■ Note: The text of Form S–8 does not, and this amendment will not, appear in the Code of Federal Regulations. FORM S–8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 * * * * * GENERAL INSTRUCTIONS A. Rule as to Use of Form S–8 * * * * * 3. * * * (b) Submitted electronically to the Commission all Interactive Data Files required to be submitted pursuant to Rule 405 of Regulation S–T (§ 232.405 of this chapter) during the twelve calendar months and any portion of a month immediately preceding the filing of the registration statement on this Form (or for such shorter period of time that the registrant was required to submit such files). * * * * * ■ 20. Amend § 239.33 by revising paragraph (a)(6)(ii) to read as follows: § 239.33 Form F–3, for registration under the Securities Act of 1933 of securities of certain foreign private issuers offered pursuant to certain types of transactions. * * * * * (a) * * * (6) * * * (ii) Submitted electronically to the Commission all Interactive Data Files required to be submitted pursuant to § 232.405 of this chapter during the twelve calendar months and any portion of a month immediately preceding the filing of the registration statement on this Form (or for such shorter period of time that the registrant was required to submit such files). * * * * * ■ 21. Amend Form F–3 (referenced in § 239.33) by revising General Instruction I.A.6.(ii) to read as follows: Note: The text of Form F–3 does not, and this amendment will not, appear in the Code of Federal Regulations. FORM F–3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 * * * * * GENERAL INSTRUCTIONS I. Eligibility Requirements for Use of Form F–3 * E:\FR\FM\16AUR2.SGM * * 16AUR2 * * 40878 Federal Register / Vol. 83, No. 159 / Thursday, August 16, 2018 / Rules and Regulations A. Registrant Requirements * * * * 6. Electronic filings. * * * * * * * * (ii) Submitted electronically to the Commission all Interactive Data Files required to be submitted pursuant to Rule 405 of Regulation S–T (§ 232.405 of this chapter) during the twelve calendar months and any portion of a month immediately preceding the filing of the registration statement on this Form (or for such shorter period of time that the registrant was required to submit such files). * * * * * ■ 22. Amend Form F–10 (referenced in § 239.40) by revising paragraph (101) of Part II—Information Not Required to be Delivered to Offerees or Purchasers to read as follows: * Note: The text of Form F–10 does not, and this amendment will not, appear in the Code of Federal Regulations. FORM F–10 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 * * * * * PART II—INFORMATION NOT REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS sradovich on DSK3GMQ082PROD with RULES2 * * * * * (101) Where a registrant prepares its financial statements in accordance with either generally accepted accounting principles as used in the United States or International Financial Reporting Standards as issued by the International Accounting Standards Board, an Interactive Data File (§ 232.11 of this chapter) is: (a) Required to be submitted. Required to be submitted to the Commission in the manner provided by Rule 405 of Regulation S–T (§ 232.405 of this chapter) if the registrant does not prepare its financial statements in accordance with Article 6 of Regulation S–X (17 CFR 210.6–01 et seq.), except that an Interactive Data File: (i) First is required for a periodic report on Form 10–Q (§ 249.308a of this chapter), Form 20–F (§ 249.220f of this chapter), or Form 40–F (§ 249.240f of this chapter), as applicable; and (ii) Is required for a registration statement under the Securities Act only if the registration statement contains a price or price range. (b) Permitted to be submitted. Permitted to be submitted to the Commission in the manner provided by Rule 405 of Regulation S–T (§ 232.405 of this chapter) if the: (i) Registrant does not prepare its financial statements in accordance with VerDate Sep<11>2014 19:12 Aug 15, 2018 Jkt 244001 Article 6 of Regulation S–X (17 CFR 210.6–01 et seq.); and (ii) Interactive Data File is not required to be submitted to the Commission under subparagraph (a) of this paragraph (101). (c) Not permitted to be submitted. Not permitted to be submitted to the Commission if the registrant prepares its financial statements in accordance with Article 6 of Regulation S–X (17 CFR 210.6–01 et seq.). Instruction to paragraphs (101)(a) and (b): When an Interactive Data File is submitted as provided by Rule 405(a)(3)(i) of Regulation S–T (§ 232.405(a)(3)(i) of this chapter), the exhibit index must include the word ‘‘Inline’’ within the title description for any eXtensible Business Reporting Language (XBRL)-related exhibit. * * * * * PART 240—GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE ACT OF 1934 23. The authority citation for part 240 continues to read in part as follows: ■ Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77z–2, 77z–3, 77eee, 77ggg, 77nnn, 77sss, 77ttt, 78c, 78c–3, 78c–5, 78d, 78e, 78f, 78g, 78i, 78j, 78j–1, 78k, 78k–1, 78l, 78m, 78n, 78n–1, 78o, 78o–4, 78o–10, 78p, 78q, 78q–1, 78s, 78u–5, 78w, 78x, 78ll, 78mm, 80a–20, 80a–23, 80a–29, 80a–37, 80b–3, 80b– 4, 80b–11, 7201 et seq.; and 8302; 7 U.S.C. 2(c)(2)(E); 12 U.S.C. 5221(e)(3); 18 U.S.C. 1350; and Pub. L. 111–203, 939A, 124 Stat. 1887 (2010); and secs. 503 and 602, Pub. L. 112–106, 126 Stat. 326 (2012), unless otherwise noted. Authority: 15 U.S.C. 78a et seq. and 7201 et seq.; 12 U.S.C. 5461 et seq.; 18 U.S.C. 1350; Sec. 953(b), Pub. L. 111–203, 124 Stat. 1904; Sec. 102(a)(3), Pub. L. 112–106, 126 Stat. 309 (2012); Sec. 107, Pub. L. 112–106, 126 Stat. 313 (2012), and Sec. 72001, Pub. L. 114–94, 129 Stat. 1312 (2015), unless otherwise noted. * * * * * 27. Amend Form 20–F (referenced in § 249.220f) by: ■ a. Revising the undesignated paragraph on the cover that begins ‘‘Indicate by check mark whether the registrant has submitted electronically’’; ■ b. Removing and reserving paragraph 100 of the Instructions as to Exhibits; and ■ c. Revising paragraph 101 of the Instructions as to Exhibits. The revisions 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 bREGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR bANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 § 240.13a–14 Certification of disclosure in annual and quarterly reports. * * * * Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S–T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). * * * * * * INSTRUCTIONS AS TO EXHIBITS * * * * * 24. Amend § 240.13a–14 by revising paragraph (f) to read as follows: ■ * * * * (f) The certification requirements of this section do not apply to an Interactive Data File, as defined in § 232.11 of this chapter (Rule 11 of Regulation S–T). ■ 25. Amend § 240.15d–14 by revising 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 an Interactive Data File, as defined in § 232.11 of this chapter (Rule 11 of Regulation S–T). PART 249—FORMS, SECURITIES EXCHANGE ACT OF 1934 26. The authority citation for part 249 continues to read in part as follows: ■ PO 00000 Frm 00034 Fmt 4701 Sfmt 4700 * * * * * * 100. [Reserved] 101. Interactive Data File. Where a registrant prepares its financial statements in accordance with either generally accepted accounting principles as used in the United States or International Financial Reporting Standards as issued by the International Accounting Standards Board, an Interactive Data File (§ 232.11 of this chapter) is: (a) Required to be submitted. Required to be submitted to the Commission in the manner provided by Rule 405 of Regulation S–T (§ 232.405 of this chapter) if the Form 20–F is an annual report and the registrant does not prepare its financial statements in accordance with Article 6 of Regulation S–X (17 CFR 210.6–01 et seq.). E:\FR\FM\16AUR2.SGM 16AUR2 Federal Register / Vol. 83, No. 159 / Thursday, August 16, 2018 / Rules and Regulations (b) Permitted to be submitted. Permitted to be submitted to the Commission in the manner provided by Rule 405 of Regulation S–T (§ 232.405 of this chapter) if the: (i) Registrant does not prepare its financial statements in accordance with Article 6 of Regulation S–X (17 CFR 210.6–01 et seq.); and (ii) Interactive Data File is not required to be submitted to the Commission under subparagraph (a) of this paragraph 101. (c) Not permitted to be submitted. Not permitted to be submitted to the Commission if the registrant prepares its financial statements in accordance with Article 6 of Regulation S–X (17 CFR 210.6–01 et seq.). Instruction to paragraphs 101.(a) and (b): When an Interactive Data File is submitted as provided by Rule 405(a)(3)(i) of Regulation S–T (§ 232.405(a)(3)(i) of this chapter), the exhibit index must include the word ‘‘Inline’’ within the title description for any eXtensible Business Reporting Language (XBRL)-related exhibit. ■ 28. Amend Form 40–F (referenced in § 249.240f) by: ■ a. Revising the undesignated paragraph on the cover that begins ‘‘Indicate by check mark whether the registrant has submitted electronically’’; and ■ b. Revising paragraph B.(15) of the General Instructions. The revisions read as follows: Note: The text of Form 40–F does not, and this amendment will not, appear in the Code of Federal Regulations. FORM 40–F bREGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 OR bANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 sradovich on DSK3GMQ082PROD with RULES2 * * * * * Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S–T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). * * * * * (15) Where a registrant prepares its financial statements in accordance with either generally accepted accounting principles as used in the United States or International Financial Reporting Standards as issued by the International Accounting Standards Board, an Interactive Data File (§ 232.11 of this chapter) is: (a) Required to be submitted. Required to be submitted to the Commission in the manner provided by Rule 405 of Regulation S–T (§ 232.405 of this chapter) and, to the extent submitted as an exhibit, listed as exhibit 101, if the Form 40–F is an annual report and the registrant does not prepare its financial statements in accordance with Article 6 of Regulation S–X (17 CFR 210.6–01 et seq.). (b) Permitted to be submitted. Permitted to be submitted to the Commission in the manner provided by Rule 405 of Regulation S–T (§ 232.405 of this chapter) if the: (i) Registrant does not prepare its financial statements in accordance with Article 6 of Regulation S–X (17 CFR 210.6–01 et seq.); and (ii) Interactive Data File is not required to be submitted to the Commission under subparagraph (a) of this paragraph B.(15). (c) Not permitted to be submitted. Not permitted to be submitted to the Commission if the registrant prepares its financial statements in accordance with Article 6 of Regulation S–X (17 CFR 210.6–01 et seq.). Instruction to paragraphs B.(15)(a) and (b): When an Interactive Data File is submitted as provided by Rule 405(a)(3)(i) of Regulation S–T (§ 232.405(a)(3)(i) of this chapter), the exhibit index must include the word ‘‘Inline’’ within the title description for any eXtensible Business Reporting Language (XBRL)-related exhibit. * * * * * ■ 29. Amend Form 6–K (referenced in § 249.306) by: ■ a. Removing and reserving paragraph (5) to General Instruction C; and ■ b. Revising paragraph (6) to General Instruction C. The revisions read as follows: Note: The text of Form 6–K does not, and this amendment will not, appear in the Code of Federal Regulations. FORM 6–K B. Information To Be Filed on this Form REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a–16 OR 15d–16 OF THE SECURITIES EXCHANGE ACT OF 1934 * * GENERAL INSTRUCTIONS * * * * * VerDate Sep<11>2014 * * * * 19:12 Aug 15, 2018 Jkt 244001 PO 00000 * * Frm 00035 * Fmt 4701 * Sfmt 4700 40879 GENERAL INSTRUCTIONS * * * * * C. Preparation and Filing of Report. * * * * * (5) [Reserved] (6) Interactive Data File. Where a registrant prepares its financial statements in accordance with either generally accepted accounting principles as used in the United States or International Financial Reporting Standards as issued by the International Accounting Standards Board, an Interactive Data File (§ 232.11 of this chapter) is: (a) Required to be submitted. Required to be submitted to the Commission in the manner provided by Rule 405 of Regulation S–T (§ 232.405 of this chapter) and, to the extent submitted as an exhibit, listed as exhibit 101, if the registrant does not prepare its financial statements in accordance with Article 6 of Regulation S–X (17 CFR 210.6–01 et seq.), except that an Interactive Data File: (i) First is required for a periodic report on Form 10–Q (§ 249.308a of this chapter), Form 20–F (§ 249.220f of this chapter), or Form 40–F (§ 249.240f of this chapter), as applicable; and (ii) Is required for a Form 6–K (§ 249.306 of this chapter) only when the Form 6–K contains either of the following: audited annual financial statements that are a revised version of financial statements that previously were filed with the Commission and that have been revised pursuant to applicable accounting standards to reflect the effects of certain subsequent events, including a discontinued operation, a change in reportable segments or a change in accounting principle; or current interim financial statements included pursuant to the nine-month updating requirement of Item 8.A.5 of Form 20–F. In either such case, the Interactive Data File will be required only as to such revised financial statements or current interim financial statements regardless of whether the Form 6–K contains other financial statements. (b) Permitted to be submitted. Permitted to be submitted to the Commission in the manner provided by Rule 405 of Regulation S–T (§ 232.405 of this chapter) if the: (i) Registrant does not prepare its financial statements in accordance with Article 6 of Regulation S–X (17 CFR 210.6–01 et seq.); and (ii) Interactive Data File is not required to be submitted to the Commission under subparagraph (a) of this paragraph C.(6). E:\FR\FM\16AUR2.SGM 16AUR2 40880 Federal Register / Vol. 83, No. 159 / Thursday, August 16, 2018 / Rules and Regulations (c) Not permitted to be submitted. Not permitted to be submitted to the Commission if the registrant prepares its financial statements in accordance with Article 6 of Regulation S–X (17 CFR 210.6–01 et seq.). Instruction to paragraphs C.(6)(a) and (b): When an Interactive Data File is submitted as provided by Rule 405(a)(3)(i) of Regulation S–T (§ 232.405(a)(3)(i) of this chapter), the exhibit index must include the word ‘‘Inline’’ within the title description for any eXtensible Business Reporting Language (XBRL)-related exhibit. * * * * * 30. Amend Form 10–Q (referenced in § 249.308a) by revising the undesignated paragraph on the cover that begins ‘‘Indicate by check mark whether the registrant has submitted electronically’’ to read as follows: ■ Note: The text of Form 10–Q does not, and this amendment will not, appear in the Code of Federal Regulations. FORM 10–Q * * * * * bQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 * * * * * bTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 * * * * * Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S–T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). * * * * * 31. Amend Form 10–K (referenced in § 249.310) by revising the undesignated paragraph on the cover that begins ‘‘Indicate by check mark whether the registrant has submitted electronically’’ to read as follows: ■ sradovich on DSK3GMQ082PROD with RULES2 Note: The text of Form 10–K does not, and this amendment will not, appear in the Code of Federal Regulations. FORM 10–K * * * * * bANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 * * * VerDate Sep<11>2014 * * 19:12 Aug 15, 2018 Jkt 244001 bTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 * * * * * Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S–T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). * * * * * PART 270—RULES AND REGULATIONS, INVESTMENT COMPANY ACT OF 1940 32. The authority citation for part 270 continues to read in part as follows: ■ Authority: 15 U.S.C. 80a–1 et seq., 80a– 34(d), 80a–37, 80a–39, and Pub. L. 111–203, sec. 939A, 124 Stat. 1376 (2010), unless otherwise noted. * * * * * ■ 33. Revise § 270.8b–1 to read as follows: § 270.8b–1 Scope of §§ 270.8b–1 through 270.8b–32. The rules contained in §§ 270.8b–1 through 270.8b–32 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. ■ 34. Amend § 270.8b–2 by revising the introductory text to read as follows: § 270.8b–2 Definitions. Unless the context otherwise requires, the terms in paragraphs (a) through (m) of this section, when used in the rules contained in §§ 270.8b–1 through 270.8b–32, in the rules under section 30(a) or (b) of the Act or in the forms for registration statements and reports pursuant to section 8 or 30(a) or (b) of the Act, shall have the respective meanings indicated in this section. The terms ‘‘EDGAR,’’ ‘‘EDGAR Filer Manual,’’ ‘‘electronic filer,’’ ‘‘electronic filing,’’ ‘‘electronic format,’’ ‘‘electronic submission,’’ ‘‘paper format,’’ and ‘‘signature’’ shall have the meanings assigned to such terms in part 232 of this chapter (Regulation S–T—General Rules for Electronic Filings). * * * * * PO 00000 Frm 00036 Fmt 4701 Sfmt 4700 § 270.8b–33 ■ [Removed] 35. Remove § 270.8b–33. § 270.30a–2 [Amended] 36. Amend § 270.30a–2 by removing paragraph (d). ■ PART 274—FORMS PRESCRIBED UNDER THE INVESTMENT COMPANY ACT OF 1940 37. The authority citation for part 274 continues to read in part as follows: ■ Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 78c(b),78l, 78m, 78n, 78o(d), 80a–8, 80a– 24, 80a–26, 80a–29, and Pub. L. 111–203, sec. 939A, 124 Stat. 1376 (2010), unless otherwise noted. * * * * * 38. Amend Form N–1A (referenced in §§ 239.15A and 274.11A) by revising General Instructions B.4.(b) and C.3.(g) to read as follows: ■ Note: The text of Form N–1A does not, and this amendment will not, appear in the Code of Federal Regulations. FORM N–1A * * * * * bREGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 * * * * * bREGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 * * * * * GENERAL INSTRUCTIONS * * * * * B. * * * 4. * * * (b) For registration statements and amendments filed only under the Investment Company Act, the general provisions in rules 8b–1—8b–32 [17 CFR 270.8b–1—270.8b–32] apply to the filing of Form N–1A. * * * * * C. * * * 3. * * * (g) Interactive Data File (i) An Interactive Data File (§ 232.11 of this chapter) is required to be submitted to the Commission in the manner provided by rule 405 of Regulation S–T (§ 232.405 of this chapter) for any registration statement or post-effective amendment thereto on Form N–1A that includes or amends information provided in response to Items 2, 3, or 4. (A) Except as required by paragraph (g)(i)(B), the Interactive Data File must be submitted as an amendment to the registration statement to which the Interactive Data File relates. The E:\FR\FM\16AUR2.SGM 16AUR2 Federal Register / Vol. 83, No. 159 / Thursday, August 16, 2018 / Rules and Regulations sradovich on DSK3GMQ082PROD with RULES2 amendment must be submitted on or before the date the registration statement or post-effective amendment that contains the related information becomes effective. (B) In the case of a post-effective amendment to a registration statement filed pursuant to paragraphs (b)(1)(i), (ii), (v), or (vii) of rule 485 under the Securities Act [17 CFR 230.485(b)], the Interactive Data File must be submitted either with the filing, or as an amendment to the registration statement to which the Interactive Data Filing relates that is submitted on or before the date the post-effective amendment that VerDate Sep<11>2014 19:12 Aug 15, 2018 Jkt 244001 contains the related information becomes effective. (ii) An Interactive Data File is required to be submitted to the Commission in the manner provided by rule 405 of Regulation S–T for any form of prospectus filed pursuant to paragraphs (c) or (e) of rule 497 under the Securities Act [17 CFR 230.497(c) or (e)] that includes information provided in response to Items 2, 3, or 4 that varies from the registration statement. The Interactive Data File must be submitted with the filing made pursuant to rule 497. (iii) The Interactive Data File must be submitted in accordance with the PO 00000 Frm 00037 Fmt 4701 Sfmt 9990 40881 specifications in the EDGAR Filer Manual, and in such a manner that will permit the information for each Series and, for any information that does not relate to all of the Classes in a filing, each Class of the Fund to be separately identified. * * * * * By the Commission. Dated: June 28, 2018. Brent J. Fields, Secretary. [FR Doc. 2018–14365 Filed 8–15–18; 8:45 am] BILLING CODE 8011–01–P E:\FR\FM\16AUR2.SGM 16AUR2

Agencies

SECURITIES AND EXCHANGE COMMISSION

[Federal Register Volume 83, Number 159 (Thursday, August 16, 2018)]
[Rules and Regulations]
[Pages 40846-40881]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2018-14365]

[[Page 40845]]

Vol. 83

Thursday,

No. 159

August 16, 2018

Part II

Securities and Exchange Commission

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17 CFR Parts 229, 230, 232, et al.

Inline XBRL Filing of Tagged Data; Rules

Federal Register / Vol. 83 , No. 159 / Thursday, August 16, 2018 /
Rules and Regulations

[[Page 40846]]

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SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 229, 230, 232, 239, 249, 270, and 274

[Release Nos. 33-10514; 34-83551; IC-33139; File No. S7-03-17]
RIN 3235-AL59

Inline XBRL Filing of Tagged Data

AGENCY: Securities and Exchange Commission.

ACTION: Final rule.

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SUMMARY: We are adopting amendments to require the use of the Inline
eXtensible Business Reporting Language (``XBRL'') format for the
submission of operating company financial statement information and
fund risk/return summary information. We also are adopting the
elimination of the 15 business day XBRL filing period for fund risk/
return summaries. The amendments are intended to improve the data's
usefulness, timeliness, and quality, benefiting investors, other market
participants, and other data users and to decrease, over time, the cost
of preparing the data for submission to the Commission. The amendments
will also eliminate the requirement for operating companies and funds
to post ``Interactive Data Files'' (i.e., machine-readable computer
code that presents information in XBRL format) on their websites and
terminate the Commission's voluntary program for the submission of
financial statement information interactive data that is currently
available only to investment companies and certain other entities.

DATES:
Effective date: These amendments are effective on September 17,
2018.
Compliance dates: See Section III.A.1.c.

FOR FURTHER INFORMATION CONTACT: Mark W. Green, Senior Special Counsel,
Division of Corporation Finance, at (202) 551-3430; John Foley, Senior
Counsel, Division of Investment Management, at (202) 551-6792; Robert
M. Willis, Assistant Director, Office of Disclosure Technology, Anzhela
Knyazeva, Senior Financial Economist, or Hermine Wong, Special Counsel,
Division of Economic and Risk Analysis, at (202) 551-6600.

SUPPLEMENTARY INFORMATION: We are adopting amendments to:
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\1\ 17 CFR 229.10 through 229.1208.
\2\ 17 CFR 232.10 through 232.903.
\3\ 15 U.S.C. 77a et seq.
\4\ 15 U.S.C. 78a et seq.
\5\ 15 U.S.C. 80a et seq.

------------------------------------------------------------------------
Commission reference CFR citation (17
CFR)
------------------------------------------------------------------------
Regulation S-K \1\.............. Item 601.......... Sec. 229.601
Regulation S-T \2\.............. Rule 11........... Sec. 232.11
Rule 201.......... Sec. 232.201
Rule 202.......... Sec. 232.202
Rule 305.......... Sec. 232.305
Rule 401.......... Sec. 232.401
Rule 402.......... Sec. 232.402
Rule 405.......... Sec. 232.405
Securities Act of 1933 Rule 144.......... Sec. 230.144
(Securities Act) \3\.
Rule 485.......... Sec. 230.485
Rule 497.......... Sec. 230.497
Form S-3.......... Sec. 239.13
Form S-8.......... Sec. 239.16b
Form F-3.......... Sec. 239.33
Form F-10......... Sec. 239.40
Securities Exchange Act of 1934 Rule 13a-14....... Sec. 240.13a-14
(Exchange Act) \4\.
Rule 15d-14....... Sec. 240.15d-14
Form 10-Q......... Sec. 249.308a
Form 10-K......... Sec. 249.310
Form 20-F......... Sec. 249.220f
Form 40-F......... Sec. 249.240f
Form 6-K.......... Sec. 249.306
Investment Company Act of 1940 Rule 8b-1......... Sec. 270.8b-1
(Investment Company Act) \5\.
Rule 8b-2......... Sec. 270.8b-2
Rule 8b-33........ Sec. 270.8b-33
Rule 30a-2........ Sec. 270.30a-2
Securities Act and Investment Form N-1A......... Sec. 239.15A and
Company Act. 274.11A
------------------------------------------------------------------------

I. Introduction
II. Background and Economic Baseline
A. Overview of Existing XBRL Requirements for Operating
Companies and Funds
B. Current XBRL Practices and Affected Parties
1. XBRL Preparation
2. Voluntary Use of Inline XBRL by Operating Companies Under the
Exemptive Order
3. XBRL Data Use
III. Final Amendments and Anticipated Economic Effects
A. Discussion of the Final Amendments
1. Inline XBRL Requirements
2. Elimination of the Website Posting Requirements
3. Termination of the 2005 XBRL Voluntary Program
4. Technical Amendments
B. Potential Economic Effects of the Amendments
1. Inline XBRL Requirements
2. Elimination of the Website Posting Requirements for Financial
Statement Information and Risk/Return Summaries
3. Termination of the 2005 XBRL Voluntary Program
4. Alternatives
IV. Other Matters
V. Paperwork Reduction Act
A. Background
B. Summary of Comment Letters and Revisions to Proposals
C. Reporting and Cost Burden Estimates
1. Registration Statement and Periodic Reporting
2. Regulation S-K and Regulation S-T
VI. Final Regulatory Flexibility Act Analysis
A. Need for, and Objectives of, the Final Amendments
B. Significant Issues Raised by Public Comments
C. Small Entities Subject to the Amendments
D. Projected Reporting, Recordkeeping and Other Compliance
Requirements
E. Agency Action To Minimize Effect on Small Entities
VII. Statutory Basis
Text of the Final Rule and Form Amendments

[[Page 40847]]

I. Introduction

In 2009 the Commission adopted rules requiring operating companies
\6\ to provide the information from the financial statements
accompanying their registration statements and periodic and current
reports in machine-readable format using XBRL by submitting it to the
Commission in exhibits to such registration statements and reports and
posting it on their websites, if any.\7\ That same year, the Commission
similarly required open-end management investment companies (including
exchange-traded funds (``ETFs'') organized as open-end management
investment companies) (``funds'') to provide risk/return summary
information from their prospectuses in XBRL format by submitting it to
the Commission in exhibits and posting it on their websites, if any.\8\
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\6\ For purposes of both the existing XBRL requirements for
financial statement information and these amendments, operating
companies are filers subject to the financial statement information
XBRL requirements of Item 601(b)(101) of Regulation S-K and Forms F-
10, 20-F, 40-F and 6-K. Operating companies do not include any
investment company that is registered under the Investment Company
Act, any business development company (``BDC''), as defined in
Section 2(a)(48) of that Act [15 U.S.C. 80a-2(a)(48)], or any entity
that reports under the Exchange Act and prepares its financial
statements in accordance with Article 6 of Regulation S-X [17 CFR
210.6-01 through 210.6-10], as well as asset-backed issuers. See
Release No. 33-9002 (Jan. 30, 2009) [74 FR 6776] (``2009 Financial
Statement Information Adopting Release'') as corrected by Release
No. 33-9002A (Apr. 1, 2009) [74 FR 15666], at 6780-1, nn. 69 and 78
and accompanying text.
\7\ 17 CFR 232.405. See also 2009 Financial Statement
Information Adopting Release.
\8\ See Release No. 33-9006 (Feb. 11, 2009) [74 FR 7747] (``2009
Risk/Return Summary Adopting Release'') as corrected by Release No.
33-9006A (May 1, 2009) [74 FR 21255]. The risk/return summary is set
forth in Items 2, 3, and 4 of Form N-1A under the Securities Act and
the Investment Company Act.
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XBRL requirements currently apply to operating companies that
prepare their financial statements in accordance with U.S. generally
accepted accounting principles (``U.S. GAAP'') or in accordance with
International Financial Reporting Standards (``IFRS'') as issued by the
International Accounting Standards Board (``IASB'').\9\ XBRL
requirements also apply to funds pursuant to Form N-1A and related
rules under Regulation S-T.\10\ Operating companies and funds subject
to these XBRL requirements must submit an Interactive Data File,\11\
including information tagged in XBRL, as an exhibit to the Related
Official Filing, which is filed in the traditional HyperText Markup
Language (``HTML'') or, less commonly, American Standard Code for
Information Interchange (``ASCII'') format.\12\
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\9\ As used in this release, the phrase ``IFRS as issued by the
IASB'' refers to the authoritative text of IFRS.
\10\ See General Instruction C.3.(g) to Form N-1A; Rule 405 of
Regulation S-T.
\11\ 17 CFR 232.11; 17 CFR 232.405. The term ``Interactive Data
File'' means the machine-readable computer code that presents
information in XBRL electronic format pursuant to Rule 405 of
Regulation S-T. The Interactive Data File currently consists of an
instance document and other documents as described in the Electronic
Data Gathering, Analysis, and Retrieval system (EDGAR) Filer Manual.
The instance document contains the XBRL tags for the information
contained in the corresponding data in the Related Official Filing
to satisfy the content and format requirements in Rule 405. The
other documents in the Interactive Data File contain contextual
information about the XBRL tags.
\12\ 17 CFR 232.11. The term ``Related Official Filing'' means
the ASCII or HTML format part of the official filing with which an
Interactive Data File appears as an exhibit or, in the case of Form
N-1A, the ASCII or HTML format part of the official filing that
contains the information to which an Interactive Data File
corresponds.
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The 2009 requirements were intended to make financial information
and fund risk/return summaries easier for investors to analyze and to
assist in automating regulatory filings and business information
processing.\13\ Since that time, however, some observers have expressed
concerns regarding the quality of, extent of use of, and cost to create
XBRL data.\14\ In addition, the Commission staff has identified common
data quality issues associated with financial statement information
XBRL data filed by operating companies.\15\
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\13\ See 2009 Financial Statement Information Adopting Release,
at 6776; 2009 Risk/Return Summary Adopting Release, at 7748.
\14\ See Release No. 33-10323 (Mar. 1, 2017) [82 FR 21487]
(``Inline XBRL Proposing Release''), at 14283, nn. 29-30, at 14286,
n. 70, at 14287, n. 78, and accompanying text.
\15\ See, e.g., Staff Observations of Custom Axis Tags (Mar. 29,
2016), https://www.sec.gov/structureddata/reportspubs/osd_assessment_custom-axis-tags.html (retrieved Jun. 20, 2018);
Staff Observations of Custom Tag Rates (July 7, 2014), https://www.sec.gov/dera/reportspubs/assessment-custom-tag-rates-xbrl.html
(retrieved Jun. 20, 2018); Staff Observations from the Review of
Interactive Data Financial Statements (Dec. 13, 2011), https://www.sec.gov/spotlight/xbrl/staff-review-observations-121311.shtml
(retrieved Jun. 20, 2018).
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At the same time, since the adoption of the original XBRL
requirements in 2009, other observers have disagreed with the claim
that the XBRL requirements impose high costs and emphasized the
decrease in costs over time as filers and filing agents have gained
experience and widely adopted the XBRL technology.\16\ Other observers
have discussed the improvement in XBRL data quality over time and
examined the benefits of XBRL data.\17\ The same observers have
associated XBRL data with better availability of information about
smaller operating companies from an access to capital standpoint.\18\
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\16\ See Inline XBRL Proposing Release, at 14286.
\17\ See Inline XBRL Proposing Release, at 14286 and at 14287,
n. 81.
\18\ Id.
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We have reviewed and considered all of the comments that we
received on the Inline XBRL Proposing Release.\19\ The final amendments
reflect changes made in response to those comments. We are adopting the
Inline XBRL requirements for operating companies and funds
substantially as proposed, with modifications to address input from
commenters. We are also eliminating the XBRL website posting
requirements for operating companies and funds and eliminating the
Commission's interactive data voluntary program (``2005 XBRL Voluntary
Program''),\20\ as

[[Page 40848]]

proposed. The discussion below begins with a background description of
the existing XBRL requirements and current XBRL practices. The
discussion of the amendments is found in Section III.A.
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\19\ See letters from Advanced Computer Innovations, Inc. (Mar.
1, 2017) (``ACI''); Association of International Certified
Professional Accountants (May 16, 2017) (``AICPA''); Biotechnology
Innovation Organization (May 16, 2017) (``BIO''); CFA Institute
(Jun. 12, 2017) (``CFA Institute''); Cigna Corporation (May 16,
2017) (``Cigna''); Data Coalition (May 16, 2017) (``Data
Coalition''); Deloitte & Touche LLP (May 5, 2017) (``Deloitte'') ;
Ernst & Young LLP (May 16, 2017) (``EY''); Federated Investors (May
16, 2017) (``Federated I''); Federated Investors (Jun. 1, 2018)
(``Federated II''); Financial Executives International (May 16,
2017) (``FEI''); Jack Frei (Mar. 13, 2017) (``Frei''); Gartner, Inc.
(May 10, 2017) (``Gartner''); Grant Thornton LLP (May 16, 2017)
(``Grant Thornton''); Hindssight 2020, llc (May 15, 2017)
(``Hindssight''); Charles S. Hoffman (May 14, 2017) (``Hoffman'');
Investment Company Institute (May 16, 2017) (``ICI I''); Investment
Company Institute (Jun. 1, 2018) (``ICI II''); IRIS Business
Services Limited (Mar. 27, 2017) (``IRIS''); Hemant Khatod (Mar. 27,
2017) (``Khatod 1''); Hemant Khatod (Mar. 27, 2017) (``Khatod 2'');
Suresh Kumar (Mar. 21, 2017) (``Kumar''); Paul Lewis (Mar. 10, 2017)
(``Lewis''); Reps. Randy Hultgren, Carolyn Maloney, and Darrell
Issa, Members of Congress (Apr. 27, 2017) (``Members of Congress'');
Merrill Corporation (May 16, 2017) (``Merrill''); Morningstar, Inc.
(May 16, 2017) (``Morningstar''); Octachoron Limited (May 15, 2017)
(``Octachoron''); Bill Palmer (May 12, 2017) (``Palmer''); Laurie A.
Pergamit (May 2, 2017) (``Pergamit''); Somnath Ray (May 17, 2017)
(``Ray''); Daniel C. Sweeney (Mar. 27, 2017) (``Sweeney''); TagniFi
(Apr. 19, 2017) (``TagniFi''); U.S. Bancorp Fund Services, LLC (May
16, 2017) (``USBFS''); Workiva Inc. (May 23, 2017) (``Workiva I'');
Workiva Inc. (Mar. 6, 2018) (``Workiva II''); XBRL International
(May 16, 2017) (``XBRL International''); XBRL US (May 16, 2017)
(``XBRL US'').
\20\ See Rule 401 of Regulation S-T. In 2005, the Commission
began to allow registrants to voluntarily submit financial
information in XBRL form as exhibits to periodic reports and
Investment Company Act filings. See Release No. 33-8529 (Feb. 3,
2005) [70 FR 6556]. In 2007, the voluntary program was expanded to
permit risk/return summary submissions. See Release No. 33-8823
(Jul. 11, 2007) [72 FR 39289]. As a result of rule amendments
adopted by the Commission in 2009, the 2005 XBRL Voluntary Program
is now only open for participation by investment companies and other
entities that prepare their financial statements in accordance with
Article 6 of Regulation S-X. See 2009 Financial Statement
Information Adopting Release and 2009 Risk/Return Summary Adopting
Release.
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We believe that the use of Inline XBRL may reduce the time and
effort associated with preparing XBRL filings, simplify the review
process for filers, and improve the quality and usability of XBRL data
for investors, market participants, and other data users. The
Commission will continue to monitor industry practices and market
developments in disclosure technologies. Should future developments
suggest that a more efficient or less costly reporting standard would
provide at least substantively similar benefits as Inline XBRL, we
would evaluate whether changes to our reporting format are appropriate,
including, without limitation, designating another reporting standard
as an alternative to Inline XBRL for some or all aspects of the rule.

II. Background and Economic Baseline

A. Overview of Existing XBRL Requirements for Operating Companies and
Funds

The XBRL requirements for the required information are located in
the Interactive Data File provisions of Regulation S-K; \21\ Forms F-
10,\22\ 20-F,\23\ 40-F,\24\ 6-K,\25\ and N-1A; \26\ Rule 405 of
Regulation S-T; and the EDGAR Filer Manual.\27\
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\21\ See Item 601(b)(101) of Regulation S-K [17 CFR
229.601(b)(101)].
\22\ See Paragraph (101) of Part II--Information Not Required to
be Delivered to Offerees or Purchasers of Form F-10.
\23\ See Paragraph 101 of the Instructions as to Exhibits of
Form 20-F.
\24\ See Paragraph B.(15) of the General Instructions to Form
40-F.
\25\ See Paragraph C.(6) of the General Instructions to Form 6-
K.
\26\ See General Instruction C.3.(g) to Form N-1A.
\27\ The EDGAR Filer Manual sets forth the technical formatting
requirements for the presentation and submission of electronic
filings through the EDGAR system. EDGAR performs automated
collection, validation, indexing, acceptance, and forwarding of
submissions by companies and others who are required to file forms
with the Commission. See https://www.sec.gov/edgar/aboutedgar.htm
(retrieved Jun. 20, 2018).
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Operating companies are required to submit financial statements and
any applicable financial statement schedules in XBRL as exhibits to
certain Exchange Act reports and Securities Act registration
statements.\28\ In general, operating companies that prepare their
financial statements in accordance with U.S. GAAP or in accordance with
IFRS as issued by the IASB must submit their financial statements to
the Commission in XBRL. Filers that are required to provide information
in XBRL must use the taxonomies specified on the Commission's
website.\29\
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\28\ Financial statements in XBRL are required as exhibits to
Exchange Act reports on Forms 10-Q, 10-K, 20-F, 40-F, and, in some
cases, 8-K and 6-K. Financial statements in XBRL also are required
as exhibits to Securities Act registration statements that contain
financial statements, such as Form S-1 (except registration
statements filed in connection with an initial public offering).
Securities Act registration statements that do not contain financial
statements, such as a Form S-3 or other form filed by an issuer that
incorporates by reference all required financial statement
information from its periodic reports, and Exchange Act registration
statements are not required to include Interactive Data Files. See
2009 Financial Statement Information Adopting Release.
\29\ See Rule 405(c)(1) of Regulation S-T.
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Funds are required to submit risk/return summary information in
XBRL as exhibits to registration statements and to prospectuses with
risk/return summary information that varies from the registration
statement.\30\
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\30\ See General Instruction C.3.(g) to Form N-1A.
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An operating company generally must submit the Interactive Data
File as an exhibit to the relevant Related Official Filing.\31\ Funds
are required to submit the Interactive Data File within 15 business
days of (1) the effective date of the registration statement or post-
effective amendment that contains the related information,\32\ or (2)
the filing of a form of prospectus made pursuant to paragraph (c) or
(e) of Rule 497.\33\ Operating companies and funds may delay submission
and posting to the extent provided under a hardship exemption.\34\
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\31\ See Rule 405(a) of Regulation S-T.
\32\ See General Instruction C.3.(g)(i), (iv) to Form N-1A.
\33\ See General Instruction C.3.(g)(ii), (iv) to Form N-1A.
\34\ An operating company may delay the submission and posting
of the Interactive Data File to the extent provided under a
temporary or a continuing hardship exemption. See Rules 201 and 202
of Regulation S-T. A fund filer may delay the submission and posting
of the Interactive Data File to the extent provided under a
continuing hardship exemption. See Rule 202 of Regulation S-T.
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When filers submit XBRL exhibits during EDGAR filing, the XBRL
exhibits are validated for compliance with certain EDGAR Filer Manual
technical requirements before the attachments are accepted. During
EDGAR filing, EDGAR validates XBRL documents that make up an
Interactive Data File, producing error and warning messages when issues
with the XBRL data are identified. EDGAR also ``renders''--creates a
human-readable version of--XBRL data that can be viewed on the EDGAR
website. EDGAR users can view a rendered version of the tagged
information submitted in the XBRL exhibit by clicking on the
``Interactive Data'' button next to the relevant filing on EDGAR.
For both operating companies and funds, the Interactive Data File
submitted to the Commission also must be posted on the filer's website,
if any, on the earlier of the calendar day that the filer submitted or
was required to submit it.\35\ Operating companies must keep the
Interactive Data File posted for at least 12 months.\36\ Funds must
keep the Interactive Data File posted until the registration statement
or post-effective amendment to which the Interactive Data File relates
is no longer current.\37\
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\35\ See Rule 405(g).
\36\ Id.
\37\ See Rule 405(g) and General Instruction C.3.(g)(iii) to
Form N-1A.
If a fund does not submit or post interactive data as required,
its ability to file post-effective amendments to its registration
statement under Rule 485(b) under the Securities Act is
automatically suspended until it submits and posts the interactive
data as required. See Rule 485(c) under the Securities Act. The
Interactive Data File also must be submitted in such a manner that
will permit the information for each series and, for any information
that does not relate to all of the classes in a filing, each class
of the fund to be separately identified. See General Instruction
C.3.(g)(iv) to Form N-1A.
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Currently, the requirement for operating companies to submit and
post financial statement information in XBRL applies through the
exhibit requirements of Item 601(b)(101) of Regulation S-K \38\ and
Forms F-10,\39\ 20-F,\40\ 40-F,\41\ and 6-K.\42\ Similar requirements
for funds to submit and post risk/return summary information in XBRL
apply through the exhibit requirements of Form N-1A \43\ and Rule
497.\44\ These exhibit requirements specify when information in the
Related Official Filing triggers the requirement to submit and post an
Interactive Data File in the manner provided by Rule 405 of Regulation
S-T.\45\ Rule 405 sets forth the basic content, format, submission, and
posting requirements for the Interactive Data File, such as the
requirement to submit the Interactive Data File as an exhibit to the
Related Official Filing.\46\ Rule 405 also requires

[[Page 40849]]

that an Interactive Data File be submitted in accordance with the EDGAR
Filer Manual.\47\ The EDGAR Filer Manual contains additional formatting
and submission requirements for the Interactive Data File.
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\38\ The exhibit requirements of Item 601(b)(101) relate to
Forms S-1, S-3, S-4, S-11, F-1, F-3, F-4, 8-K, 10-Q, and 10-K.
\39\ See Paragraph (101) of Part II (Information Not Required to
be Delivered to Offerees or Purchasers) of Form F-10.
\40\ See Paragraph 101 of the Instructions as to Exhibits of
Form 20-F.
\41\ See Paragraph B.(15) of the General Instructions to Form
40-F.
\42\ See Paragraph C.(6) of the General Instructions to Form 6-
K.
\43\ See General Instruction C.3.(g) to Form N-1A.
\44\ See Rule 497(c), (e).
\45\ The exhibit provisions that specify when an Interactive
Data File is required for financial information also specify when it
is optional and when it is prohibited.
\46\ See Rule 405(a)(2) for the exhibit requirement.
\47\ See Rule 405(a)(3).
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On June 13, 2016, the Commission issued an exemptive order under
the Exchange Act to permit operating companies that comply with certain
conditions listed in the order to file structured financial statement
data required in their periodic and current reports using Inline XBRL
through March 2020, in lieu of filing all their XBRL data in a separate
exhibit.\48\
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\48\ See Order Granting Limited and Conditional Exemption under
Section 36(a) of the Securities Exchange Act of 1934 from Compliance
with Interactive Data File Exhibit Requirement in Forms 6-K, 8-K,
10-Q, 10-K, 20-F, and 40-F to Facilitate Inline Filing of Tagged
Financial Data, Release No. 34-78041 (Jun. 13, 2016) [81 FR 39741]
(``Exemptive Order'').
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B. Current XBRL Practices and Affected Parties

1. XBRL Preparation
There were approximately 8,315 filers of annual and quarterly
reports (Forms 10-K, 10-Q, 20-F, and 40-F), including amendments,
during calendar year 2017.\49\ As of December 2017, there were
approximately 11,181 funds registered on Form N-1A.\50\ Filers may
prepare their Interactive Data to comply with existing XBRL
requirements in-house or use an outside service provider.\51\ Tagging
required disclosures in XBRL may involve either a standalone or
integrated approach.\52\
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\49\ The figures are based on staff analysis of EDGAR filings.
Filers were identified based on Central Index Key (``CIK'') codes.
Some filers, including investment companies, asset-backed issuers,
and filers who have received a hardship exemption, are not subject
to financial statement information interactive data requirements.
Interactive data requirements for operating companies also pertain
to certain Securities Act registration statements, as well as
certain filings on Forms 8-K and 6-K containing specified financial
statements.
\50\ The figures are based on data obtained from ICI as of
December 31, 2017, available at https://www.ici.org/research/stats,
and staff analysis of EDGAR filings. This count includes 9,360
mutual funds and 1,821 ETFs registered as open-end investment
companies. The estimate of ETFs is reduced to exclude approximately
eight ETFs registered as unit investment trusts (``UITs''). UITs and
closed-end funds are not subject to the proposed amendments and are
therefore excluded from this estimate.
\51\ See Inline XBRL Proposing Release, at 14285. See also
William Sinnett, SEC reporting and the impact of XBRL: 2013 survey,
Financial Executives Research Foundation (Nov. 15, 2013) (``FERF
Study''), at 15.
\52\ See Inline XBRL Proposing Release, at 14285. With a
standalone approach, filers or filing agents create an XBRL exhibit
by copying the information from the filing document and tagging it
in XBRL, which requires them to expend incremental resources to
create and tag a copy of the data and verify the consistency of
tagged data across documents. With an integrated approach, XBRL
tagging of required disclosures is a part of a broader disclosure
management process, and integrated disclosure management software is
used to generate both the HTML filing and the XBRL exhibit.
---------------------------------------------------------------------------

In 2009 the Commission estimated the expected direct cost of
compliance with XBRL requirements by operating companies.\53\ After the
adoption of the 2009 rules, several pre-proposal commenters and studies
provided estimates of the cost of compliance with financial statement
information XBRL requirements.\54\ According to a 2013 survey, the
median operating company filer required 25 hours for the preparation
and 15 hours for the review of XBRL and between $8,000 and $10,000 for
the services of outside professionals for its most recent annual
filing.\55\ According to another survey, the median small filer paid
$10,000 or less on an annual basis for fully outsourced creation and
filing of its XBRL exhibits.\56\ Preliminary statistics from a pricing
survey being conducted by the AICPA and XBRL US indicate that the cost
of XBRL formatting has declined 41% since 2014 and that the average
cost of XBRL preparation for small reporting companies in 2017 averaged
$5,850 per year.\57\ The 2009 Risk/Return Summary Adopting Release
estimated the expected direct cost of compliance with the fund risk/
return summary XBRL requirements.\58\
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\53\ See 2009 Financial Statement Information Adopting Release,
at 6804 (estimating direct costs of preparing and submitting
interactive data-formatted financial statements, excluding the cost
of website posting, at $39,510-$81,220 ($12,450-$20,340) for the
first submission (each subsequent submission) with block-text
footnotes and schedules and $29,700-$59,150 ($20,075-$36,940) for
the first submission (each subsequent submission) with detailed
tagging of footnotes and schedules, and the cost of website posting
at $1,000 per year).
\54\ See Inline XBRL Proposing Release, at 14285-6, n. 69.
\55\ See FERF Study, at 18-19.
\56\ See Research shows XBRL filing costs are lower than
expected, AICPA, https://www.aicpa.org/InterestAreas/FRC/AccountingFinancialReporting/XBRL/DownloadableDocuments/XBRL%20Costs%20for%20Small%20Companies.pdf (retrieved Jun. 20, 2018)
(``AICPA Study''); Mohini Singh (2017) The Cost of Structured Data:
Myth vs. Reality, CFA Institute, https://www.cfapubs.org/doi/pdf/10.2469/ccb.v2017.n5.1 (retrieved Jun. 20, 2018).
\57\ See https://xbrl.us/wp-content/uploads/2018/06/XBRL-US-Letter-to-HFSC-RE-HR-5054-6-6-2018.pdf (retrieved Jun. 20, 2018).
\58\ See 2009 Risk/Return Summary Adopting Release, at 7769
(estimating direct costs of preparing and submitting interactive
data-formatted risk/return summary information, excluding the cost
of website posting, at $23,200 for the first submission ($3,100 for
each subsequent submission) and the cost of website posting at
$250).
One commenter stated that it uses a third-party vendor for XBRL
preparation and estimated the average time the commenter expends to
review the approximately 336 risk/return summary XBRL filings per
year produced for its funds at approximately 12 hours per month,
with a peak of 32 hours per month. See letter from Federated II.
This amounts to an average review time of approximately 0.43 hours
per filing (12 hours per month x 12 months/336 filings per year).
The cost of outside services for XBRL preparation, which are
incurred in addition to the review time, is not stated in this
letter.
---------------------------------------------------------------------------

2. Voluntary Use of Inline XBRL by Operating Companies Under the
Exemptive Order
A small but growing number of operating company filers have relied
on the Exemptive Order to voluntarily file in Inline XBRL.\59\ Large
accelerated, accelerated, and nonaccelerated filers and smaller
reporting companies were well represented, with large accelerated
filers representing a larger proportion of voluntary operating company
filers than their proportionate share of all operating company
filers.\60\
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\59\ Based on staff analysis of Inline XBRL filings, as of May
21, 2018, approximately 152 unique operating company filers filed
approximately 526 Inline XBRL filings. The number of filers that
have voluntarily filed in Inline XBRL so far is modest relative to
the overall number of filers (approximately 1.8%).
\60\ As of May 21, 2018, staff analysis of voluntary Inline XBRL
filings showed that large accelerated filers accounted for
approximately 38% and accelerated filers approximately 18% of such
filings. By comparison, based on staff analysis of Forms 10-K, 10-Q,
20-F, and 40-F filings and amendments to them filed during calendar
year 2017, large accelerated filers accounted for approximately 26%
and accelerated filers for approximately 19% of such filings.
---------------------------------------------------------------------------

Filers that have filed in Inline XBRL under the Exemptive Order
used XBRL preparation software or filing agents that already can
accommodate Inline XBRL. Based on filing software information, where
available in the filing, voluntary Inline XBRL filers used seven
different vendors.\61\ In conjunction with the Exemptive Order, the
Commission also made the open source Inline Viewer available to the
public so that filers could test and view their submissions before
EDGAR filing and the public could easily view the Inline XBRL document
within the context of a web browser.
---------------------------------------------------------------------------

\61\ This estimate is based on filings information as of May 21,
2018.
---------------------------------------------------------------------------

One commenter--whose vendor members are estimated by the commenter
to ``provide XBRL creation services for an estimated 80% of U.S. public
companies that file in XBRL to the SEC each quarter''--stated that
``[m]any vendors today already have Inline XBRL capabilities or have
development underway'' to incorporate this capability into their
tools.\62\
---------------------------------------------------------------------------

\62\ See letter from XBRL US. See also letters from Workiva I,
IRIS, and ACI.
Vendors identified as having been used in voluntary Inline XBRL
filings and other software vendors and filing agents that reference
Inline XBRL capabilities on their websites, and in other public
sources, accounted for approximately 87% of financial statement XBRL
filings filed during 2017 for which preparation software could be
identified. Preparation software could not be identified for
approximately 3% of financial statement XBRL filings.

---------------------------------------------------------------------------

[[Page 40850]]

Based on our understanding of the experience of voluntary Inline
XBRL filers and the input from commenters whose XBRL solutions were
used in voluntary Inline XBRL filings, filers have not incurred
increases in the cost of XBRL software.\63\ We recognize, however, that
filers that voluntarily elected to file in Inline XBRL under the
Exemptive Order may not be representative of all filers affected by the
amendments. For example, most voluntary filers already used integrated
XBRL preparation software. Thus, their transition to Inline XBRL likely
entailed minimal changes to XBRL preparation workflow, with the
resulting minor impact on both the cost of XBRL preparation and XBRL
data quality.
---------------------------------------------------------------------------

\63\ See, e.g., letters from Workiva I and ACI. Both of these
commenters were vendors whose XBRL preparation solutions were used
by voluntary Inline XBRL filers.
---------------------------------------------------------------------------

With regard to data quality of voluntary Inline XBRL filings by
operating companies under the Exemptive Order, Commission staff
reviewed a random sample of 25 Form 10-Q and Form 10-K Inline XBRL
filings submitted pursuant to the Exemptive Order as of November 1,
2017 \64\ to determine whether Inline XBRL had any effect on a
particular issue of data quality: Negative values.\65\ For each of the
25 filings, Commission staff reviewed the Inline XBRL filing and the
latest filing prior to the Inline XBRL filing to determine if amounts
were inappropriately entered as negative values in either of the
filings. Commission staff observed one Inline XBRL filing with an
inappropriate negative value for a footnote disclosure; the same
disclosure in the latest filing prior to the Inline XBRL filing did not
have an inappropriate negative value. After the initial Inline XBRL
filing, that filer submitted a subsequent Inline XBRL filing and
corrected the error.
---------------------------------------------------------------------------

\64\ The examined subset of filings was randomly drawn from 252
Inline XBRL filings submitted as of November 1, 2017.
\65\ Most XBRL numeric elements are designed to be entered as
positive values. Even if the XBRL element is related to a credit
balance, the element should still be submitted as a positive number
because debit and credit balances represent presentation attributes
for the HTML document, not the underlying meaning of the XBRL
element.
---------------------------------------------------------------------------

One commenter stated that XBRL data quality has not improved
significantly, based on errors in XBRL data identified during the
commenter's review of early voluntary Inline XBRL filings pursuant to
the Exemptive Order.\66\ However, the example provided by the commenter
of an Inline XBRL tagging error was not an error in the Inline XBRL
document, but rather a presentation discrepancy when the Inline XBRL
document was run through the EDGAR Renderer, which is designed for XBRL
format documents and not Inline XBRL format documents. In part of the
example provided, the Inline XBRL document had a dimensional axis that
does not present in the EDGAR rendered view.
---------------------------------------------------------------------------

\66\ See letter from TagniFi.
---------------------------------------------------------------------------

Nevertheless, these observations suggest that some XBRL data
quality issues may remain for a minority of filers. The relatively
small number of voluntary Inline XBRL filings to date makes it
difficult to draw definitive conclusions about the extent to which
Inline XBRL may improve data quality going forward. Moreover, we are
not able to observe whether the reviewed voluntary filings were
prepared with the use of the Inline XBRL Viewer tool, which can
facilitate detection of certain types of errors, such as negative
values and scaling errors. In addition, the experience of a small
number of voluntary filers may not be representative of all filers
subject to the amendments.
Since the implementation of the voluntary Inline XBRL program, we
have observed that, not only is the public using the Inline XBRL data,
but some data users have also made enhancements to the Commission's
open source Inline XBRL Viewer. These enhancements, such as creating
instantly human-readable time series charting, may help to make the
XBRL data even more useful. For example, using these enhancements, a
user can hover over the revenues element of a filing and instantly view
the latest two years of reported revenues for that filer, or hover over
a narrative element and instantly view the latest two years of text
reported for that element by that filer.
3. XBRL Data Use
There is a wide range of XBRL data users, including investors,
financial analysts, economic research firms, data aggregators, academic
researchers, filers seeking information on their peers for benchmarking
purposes, and Commission staff.
During the second quarter of 2017, individual financial statement
information XBRL exhibits were accessed on the EDGAR website
approximately 53.1 million times (including approximately 13.7 million
unique filing views by approximately 149,000 unique IP addresses) and
individual risk/return summary XBRL exhibits were accessed
approximately 6.8 million times (including approximately 839,000 unique
filing views by approximately 8,000 unique IP addresses).\67\ This is
the approximate equivalent of 287 exhibit views and 74 unique filing
views for each filing with financial statement information XBRL data
and 224 exhibit views and 28 unique filing views for each filing with
risk/return summary XBRL data during the examined quarter.
---------------------------------------------------------------------------

\67\ The figures are based on staff analysis of EDGAR log file
data for the second quarter of 2017. The analysis examined access
during the second quarter of 2017 to all financial statement
information XBRL exhibits filed with annual and current reports and
amendments to them and all risk/return summary XBRL exhibits filed
with amendments to registration statements and forms of prospectuses
since inception of the XBRL requirements. The analysis did not
exclude access by ``bots'' because machine-readable XBRL data is
designed to enable automated aggregation and processing. Due to data
availability, these statistics do not capture access to XBRL data
through the Public Dissemination Service or the use of the data,
tools, and products made available by third-party data aggregators,
incorporating XBRL data to varying degrees, which likely account for
the largest share of market participants' access to such data. These
statistics also do not capture access to DERA XBRL datasets, which
is discussed separately. The data definitions used to identify XBRL
exhibits excluded access to XBRL data as part of a complete
submission file or as part of an Inline XBRL document (for filings
pursuant to the Exemptive Order).
Applying the same methodology, individual XBRL files of
nonaccelerated filers and smaller reporting companies were accessed
on the EDGAR website approximately 23.3 million times (including
approximately 6.2 million unique filing views by approximately
46,000 unique IP addresses). This is the approximate equivalent of
239 exhibit views (64 unique filing views) per filing. Filer status
was obtained from the XBRL portion of the respective filing.
Applying the same methodology, individual XBRL files of
biotechnology companies were accessed on the EDGAR website
approximately 4.9 million times (including approximately 1.3 million
unique filing views by approximately 24,000 unique IP addresses).
This is the approximate equivalent of 288 exhibit views (78 unique
filing views) per filing. Companies were classified as being in the
biotechnology sector based on primary Standard Industry
Classification (``SIC'') codes (obtained from the XBRL portion of
the respective filing) that correspond to industry groups for
pharmaceutical products and medical equipment in the Fama and French
49 industry classification (https://mba.tuck.dartmouth.edu/pages/faculty/ken.french/Data_Library/det_49_ind_port.html, retrieved Jun.
20, 2018).
---------------------------------------------------------------------------

The Commission also combines, organizes and posts for bulk download
financial statement information and risk/return summary XBRL data
extracted from filings.\68\ As of June 16,

[[Page 40851]]

2018, in the approximately eight months since the Commission began
posting risk/return summary datasets, financial statement data sets had
approximately 55,327 page views (including approximately 33,130 unique
page views); financial statement and notes data sets had approximately
232,398 page views (including 194,623 unique page views), and risk/
return summary data sets had approximately 2,089 page views (including
approximately 1,791 unique page views).\69\
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\68\ See https://www.sec.gov/dera/data/financial-statement-data-sets.html, https://www.sec.gov/dera/data/financial-statement-and-notes-data-set.html, and https://www.sec.gov/dera/data/mutual-fund-prospectus-risk-return-summary-data-sets (retrieved Jun. 20, 2018).
\69\ These statistics do not account for the use of third-party
products or websites incorporating these datasets. See, e.g.,
https://console.cloud.google.com/launcher/details/sec-public-data-bq/sec-public-dataset (retrieved Jun. 20, 2018).
---------------------------------------------------------------------------

A number of businesses have created products that provide XBRL data
to investors. Data aggregators (i.e., entities that, in general,
collect, package, and resell data) have incorporated XBRL data into
their products to varying degrees. Various third-party data providers
extract or preview information contained in XBRL exhibits, offering
XBRL analytics tools or using XBRL data to supplement other reported
data based on filer disclosures.\70\
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\70\ See, e.g., a discussion of XBRL analytics tools, https://xbrl.us/use/howto/ (retrieved Jun. 20, 2018); https://xbrl.us/home/category/productsservices/service/data-aggregation/ (retrieved Jun.
20, 2018); Mitchell R. Wenger, Rick Elam, and Kelly L. Williams
(2013) A tour of five XBRL tools, Journal of Accountancy (Apr. 1,
2013), https://www.journalofaccountancy.com/issues/2013/apr/20126677.html (retrieved Jun. 20, 2018); Inline XBRL Proposing
Release, at 14286, n. 77; letters from Octachoron and TagniFi.
---------------------------------------------------------------------------

The Commission staff uses XBRL data to efficiently analyze large
quantities of information in support of risk assessment, rulemaking,
and enforcement activities, including as part of its internally
developed Corporate Issuer Risk Assessment and Financial Statement
Query Viewer applications.
Commenters and studies have noted the benefits of XBRL data in
providing a wide range of financial reporting data that is not always
available elsewhere.\71\ Other commenters and studies have indicated
that XBRL data use has been limited, in part due to concerns regarding
data quality and lack of awareness of XBRL.\72\ Several commenters
stated that risk/return summary XBRL data is little used by
investors.\73\ Some commenters stated that the use of risk/return
summary XBRL data is limited due to the delay in its availability as
compared to the HTML version of the same information.\74\ One of these
commenters, a large data aggregator that processes fund information for
investors, indicated that it must manually extract information from
fund HTML filings because the structured XBRL filing comes too late for
investors' preferences.\75\
---------------------------------------------------------------------------

\71\ See, e.g., letters from CFA Institute, Data Coalition,
Grant Thornton, Members of Congress, Octachoron, TagniFi, XBRL US,
and XBRL International.
Various academic studies have examined the benefits of XBRL for
the information environment of firms. See Inline XBRL Proposing
Release, at 14295, n. 169. See also Yu Cong, Hui Du, and Miklos A.
Vasarhelyi (2017) Are XBRL files being accessed? Evidence from the
SEC EDGAR log file data set, Journal of Information Systems
(forthcoming) (examining rates of access to XBRL files and providing
some evidence that investors in smaller operating companies access
XBRL files and that investors may prefer XBRL files to non-XBRL
files when both types of files are included with the filing).
\72\ See Inline XBRL Proposing Release, at 14287, n. 78. See
also letter from BIO (stating that ``XBRL data is little used by
biotech investors''). But see note 67 above (discussing XBRL data
use for smaller and biotech companies that is generally consistent
with the XBRL data use for all operating companies).
A December 2016 global survey of members by the CFA Institute,
corroborating the results of the prior surveys, found that less than
half of the respondents (approximately 45%) were aware of XBRL and,
among those aware of XBRL, a minority of respondents (approximately
23%) use financial XBRL data from periodic reports. See CFA
Institute Member Survey: XBRL, https://blogs.cfainstitute.org/marketintegrity/2016/12/05/do-you-know-what-xbrl-is-a-majority-of-survey-respondents-do-not-know/ and https://www.cfainstitute.org/-/media/documents/survey/xbrl-member-survey-report-2016.ashx
(retrieved Jun. 20, 2018).
\73\ See letters from Federated I and II, Frei, ICI I and II,
and USBFS. One of these letters cited limited use of XBRL data
posted on the filer's website in connection with the discussion of
limited XBRL data use. See letter from Federated II.
\74\ See, e.g., letters from Morningstar (``we use the HTML
filings rather than the XBRL filings because we can process them and
share the information with end investors more quickly than if we
were to wait for the XBRL filing'') and XBRL US (``[r]isk/return
data from mutual funds today is not as timely as investors would
prefer'').
\75\ See letter from Morningstar.
---------------------------------------------------------------------------

The 2005 XBRL Voluntary Program for financial statement information
has not been used for several years, with no submissions during
calendar years 2011-2017.\76\
---------------------------------------------------------------------------

\76\ A few filers submitted Voluntary Program XBRL exhibits
(EX100), but those filings seem to have been made in error.
---------------------------------------------------------------------------

III. Final Amendments and Anticipated Economic Effects

A. Discussion of the Final Amendments

1. Inline XBRL Requirements
a. Use of Inline XBRL Format
On March 1, 2017, the Commission proposed rule and form amendments
to facilitate improvements in the quality and usefulness of XBRL data
and, over time, decrease filing costs by decreasing XBRL preparation
costs.\77\ The proposed amendments would require operating company
financial statement information and fund risk/return summary
information to be submitted in the Inline XBRL format.\78\ Inline XBRL
allows filers to embed XBRL data directly into an HTML document,
eliminating the need to tag a copy of the information in a separate
XBRL exhibit. Inline XBRL is both human-readable and machine-readable
for purposes of validation, aggregation, and analysis. The proposed
amendments also would eliminate the requirements for filers to post
Interactive Data Files on their websites and terminate the 2005 XBRL
Voluntary Program with respect to financial statement information.\79\
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\77\ See Inline XBRL Proposing Release.
\78\ Inline XBRL^TM and iXBRL^TM are
trademarks of XBRL International. XBRL[supreg] is a registered
trademark of XBRL International. The Inline XBRL technology is
freely licensed by XBRL International. See https://specifications.xbrl.org/spec-group-index-inline-xbrl.html (retrieved
Jun. 20, 2018) and https://specifications.xbrl.org/presentation.html
(retrieved Jun. 20, 2018).
\79\ See note 20 above.
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The majority of commenters generally supported the proposed Inline
XBRL requirements.\80\ Many of these commenters specifically supported
the proposal to replace the XBRL format with the Inline XBRL format for
operating company filers,\81\ while several commenters supported
applying the proposed Inline XBRL requirements to both operating
companies and funds.\82\ Several commenters opposed the proposed Inline
XBRL requirements for some or all filers.\83\
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\80\ See, e.g., letters from ACI, AICPA, CFA Institute, Data
Coalition, Deloitte, Grant Thornton, Hoffman, IRIS, Lewis, Kumar,
Members of Congress, Merrill, Morningstar, Octachoron, Palmer,
TagniFi, Workiva I, XBRL International, and XBRL US.
\81\ See, e.g., letters from ACI, AICPA, CFA Institute, Data
Coalition, Deloitte, Grant Thornton, Hoffman, IRIS, Members of
Congress, Merrill, Morningstar, Octachoron, TagniFi, XBRL
International, XBRL US, and Workiva I.
\82\ See, e.g., letters from ACI, AICPA, CFA Institute, Data
Coalition, Members of Congress, Morningstar, XBRL International, and
XBRL US.
Two of these commenters elaborated on their specific support to
replace the XBRL format with the Inline XBRL format for risk/return
summaries. See letters from Morningstar and XBRL US.
\83\ See, e.g., letters from Cigna and FEI (opposing the Inline
XBRL requirement for financial statement information); letters from
Hindssight and Pergamit (expressing general opposition to Inline
XBRL); and letters from Federated I and II, Frei, ICI I and II, and
USBFS (opposing the Inline XBRL requirement for risk/return
summaries).
---------------------------------------------------------------------------

After considering these comments, we are adopting, substantially as
proposed, amendments to Rule 405 to require the submission of financial
statement information and risk/return summary information Interactive
Data Files in Inline XBRL.\84\ Operating companies and funds, on a
phased in basis, will be required to embed a part of the

[[Page 40852]]

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

\84\ See new Rule 405(a)(3).
---------------------------------------------------------------------------

The Inline XBRL requirement, similar to the current XBRL
requirement, will apply to financial statement information in HTML
regardless of whether it appears in the non-exhibit part of a filing
and/or in one or more exhibits. Accordingly, under Inline XBRL, tags
must be embedded wherever that HTML information appears.
The Commission received a number of comments that addressed data
usability, quality, and cost issues. Various commenters stated that
Inline XBRL would, over time, (i) increase the efficiency of review and
yield savings of XBRL preparation time and cost; \85\ (ii) potentially
improve the quality of XBRL data (by reducing discrepancies between
HTML and XBRL data); \86\ and (iii) increase the data's usability
(through greater accessibility and transparency of the data and
enhanced capabilities for data users, who would no longer have to view
the XBRL data separately from the text of the documents).\87\ One
commenter stated that while ``Inline XBRL will not directly contribute
to increased quality . . . indirectly, Inline XBRL will contribute to
better decisions related to the meaning conveyed by the machine-
readable XBRL format.'' \88\ Another commenter emphasized the benefit
of Inline XBRL ``in allowing filers greater control over the
presentation of financial exhibits.'' \89\
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\85\ See, e.g., letters from ACI, AICPA, CFA Institute, Cigna,
Data Coalition, FEI, IRIS, Kumar, Lewis, Members of Congress,
Merrill, Workiva I, XBRL International, and XBRL US. But see letter
from ICI I (stating that funds will not realize a significant
increase in the effectiveness and efficiency of XBRL preparation)
and letter from Pergamit (stating that Inline XBRL would not yield
benefits for filers).
\86\ See, e.g., letters from ACI, AICPA, CFA Institute, IRIS,
Kumar, Lewis, Members of Congress, Merrill, Morningstar, Octachoron,
Palmer, Ray, XBRL International, and XBRL US. But see, e.g., note
107 below (stating that there would not be gains in data quality for
risk/return summaries) and letters from EY, TagniFi, and Workiva I
(stating that there would not be gains in data quality for financial
statement information).
\87\ See, e.g., letters from ACI, AICPA, CFA Institute,
Deloitte, IRIS, Morningstar, Octachoron, Ray, TagniFi, and XBRL US.
But see letters from Federated I and II (regarding risk/return
summaries) and Pergamit.
\88\ See letter from Hoffman.
\89\ See letter from Octachoron.
---------------------------------------------------------------------------

Several commenters that supported requiring Inline XBRL for
financial statement information expressed concern that switching to
Inline XBRL would not be sufficient to significantly improve the
quality of financial statement information XBRL data without additional
measures. Some of these commenters recommended that the Commission
implement additional validation rules, including the incorporation of
XBRL Data Quality Committee validation rules.\90\ Some of these
commenters recommended expanding the scope of auditor assurance to
include review of XBRL tags.\91\ Some commenters encouraged additional
engagement or alignment with other entities such as the Financial
Accounting Standards Board (``FASB''), the IASB, and international
regulators who are also using the Inline XBRL format.\92\
---------------------------------------------------------------------------

\90\ See, e.g., letters from AICPA, CFA Institute, Deloitte,
TagniFi, Workiva I, XBRL International, and XBRL US.
\91\ See, e.g., letters from AICPA, CFA Institute, Deloitte, EY,
Grant Thornton, Hoffman, XBRL International, and XBRL US.
\92\ See, e.g., letters from AICPA, EY, and XBRL International.
---------------------------------------------------------------------------

We continue to analyze the data quality of submissions made in XBRL
and Inline XBRL, as well as monitor developments related to the XRBL
standard and the Inline XBRL specification. If additional technical
rules within the EDGAR environment are deemed necessary, they may be
reflected in updates to the EDGAR Filer Manual, but we are not imposing
additional XBRL validation requirements at this time. We note that
filers, vendors, and filing agents are currently able to voluntarily
incorporate validation rules into their software and that the
Commission makes available various tools to assist XBRL filers.
Moreover, filers remain subject to Rule 405(c) of Regulation S-T, which
imposes certain fundamental data quality requirements on Interactive
Data File submissions.\93\
---------------------------------------------------------------------------

\93\ 17 CFR 232.405(c)(1). In particular, each data element in
the Interactive Data File must reflect the same information in the
corresponding data in the Related Official Filing; data elements
contained in the corresponding data in the Related Official Filing
may not be changed, deleted, or summarized in the Interactive Data
File; and each data element contained in the Interactive Data File
must be matched with an appropriate tag from the most recent version
of the standard list of tags specified by the EDGAR Filer Manual,
with a new special element required to be created and used only if
an appropriate tag does not exist in the standard list.
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Regarding our engagement with other entities such as the FASB, we
note that the staff actively engages with the FASB over the development
of the U.S. GAAP Taxonomy throughout the year. For example, the staff
reviews and consults on the taxonomy development process, taxonomy
changes, and comments received from the public. We continue to
encourage all members of the public to submit any comments they may
have to improve the U.S. GAAP Taxonomy to the FASB. As we have noted
throughout this release, we are aware of various developments that
could impact the Commission's XBRL requirements and will continue to
monitor those developments as filers transition to Inline XBRL.
With respect to expanded auditor assurance, one commenter stated
that a recent survey of its members found that ``77 per cent of
respondents wish to have assurance of the tagged data.'' \94\ Another
commenter stated that ``audit committees are likely to request that
auditors perform a separate attestation engagement to provide an
opinion on the accuracy and consistency of the XBRL formatted
information, and issue a report'' in order ``to provide investors
additional confidence in the iXBRL formatted information.'' \95\
However, a different commenter stated that XBRL data cannot be audited
because tag selection is subjective and no accounting standards are
applicable.\96\
---------------------------------------------------------------------------

\94\ See letter from CFA Institute.
\95\ See letter from AICPA.
\96\ See letter from Workiva I.
---------------------------------------------------------------------------

As the Commission stated in the Inline XBRL Proposing Release, the
proposed amendments were intended to modernize existing financial
statement information XBRL requirements to incorporate developments in
the XBRL technology since the 2009 adoption of these requirements. The
proposal did not contemplate any changes to the application of officer
certifications or auditor assurance requirements to XBRL data.\97\ In
particular, the Commission noted that, because the proposed amendments
related only to the manner of submitting the Interactive Data File and
not the data that comprises the Interactive Data File, it was not
proposing to change the existing positions pertaining to the exclusion
of the Interactive Data File from the officer certification and
assurance requirements.\98\ Consistent with the

[[Page 40853]]

proposal, we are not making any such changes at this time.
---------------------------------------------------------------------------

\97\ See Inline XBRL Proposing Release, at 14297, n. 181 and
accompanying text.
\98\ Id. Currently, the financial statement information
Interactive Data File is excluded from the officer certification
requirements under Rules 13a-14(f) and 15d-14(f) of the Exchange Act
[17 CFR 240.13a-14 and 240.15d-14]. Furthermore, auditors are not
required to apply AS 2710 (Other Information in Documents Containing
Audited Financial Statements), AS 4101 (Responsibilities Regarding
Filings Under Federal Securities Statutes), or AS 4105 (Reviews of
Interim Financial Information) (prior to December 31, 2016, AU
Sections 550, 711, and 722, respectively) to the Interactive Data
File submitted with a company's reports or registration statements.
In addition, filers are not required to obtain assurance on their
Interactive Data File or involve third parties, such as auditors or
consultants, in the creation of their Interactive Data File. See
2009 Financial Statement Information Adopting Release, at 6796-6797.
However, the Commission has previously stated that XBRL is part of
an issuer's disclosure controls and procedures. See 2009 Financial
Statement Information Adopting Release, at 6797.
Risk/return summary information Interactive Data File
requirements do not require funds to involve third parties, such as
auditors or consultants, in the creation of the interactive data
provided as an exhibit to a fund's Form N-1A filing, including
assurance. With respect to registration statements, SAS 37
(currently AS 4101) was issued in April 1981 to address the
auditor's responsibilities in connection with filings under the
federal securities statutes. With respect to existing risk/return
summary information Interactive Data File requirements, an auditor
is not required to apply AS 4101 to the Interactive Data File. See
2009 Risk/Return Summary Adopting Release, at 7760-7761 and footnote
183.
---------------------------------------------------------------------------

Several commenters recommended clarifying that financial statement
information XBRL data under the new Inline XBRL requirement would not
be subject to auditor assurance in order to address a potential
``expectations gap'' that might arise if XBRL data is embedded in a
document containing HTML financial statements subject to auditor
assurance. Commenters had different suggestions on how to communicate
the auditor's responsibility related to financial statement information
XBRL data, such as by including some form of reporting mechanism or
disclosure within the filing, or by having the Commission re-affirm its
position from the Inline XBRL Proposing Release that there is no change
in auditor responsibility.\99\
---------------------------------------------------------------------------

\99\ See, e.g., letters from AICPA, Deloitte, EY, and Grant
Thornton.
---------------------------------------------------------------------------

Consistent with the suggestions of these commenters, we are
reiterating that the change from the XBRL format to the Inline XBRL
format does not change the Commission's positions with respect to
officer certifications and auditor assurance. Accordingly, we are not
requiring additional transparency regarding auditors' responsibilities
related to financial statement information XBRL data at this time.
However, consistent with the existing XBRL requirements, issuers would
not be prohibited from indicating in the financial statements (such as
in a footnote) the degree (or lack thereof) of auditor involvement
related to the financial statement information XBRL data.\100\
---------------------------------------------------------------------------

\100\ See 2009 Financial Statement Information Adopting Release,
at 6796.
---------------------------------------------------------------------------

A few commenters cited concerns about the burden of transition to
Inline XBRL.\101\ The amendments address transition issues through the
use of a staggered phase-in period, discussed in greater detail in
Section III.A.1.c below. Further, in response to commenter concerns, we
are making certain modifications from the proposed compliance dates to
help filers address any transition issues. In particular, in response
to commenters' suggestions, the amendments include an additional
transition accommodation for operating companies whereby Inline XBRL
will be required for the first Form 10-Q for a fiscal period ending on
or after the applicable compliance date, which is intended to further
facilitate the transition to Inline XBRL. The amendments also modify
the phase-in period for funds to provide funds and vendors with
additional time to transition to Inline XBRL for risk/return summaries
and to modify their processes for preparing and reviewing these filings
to accommodate the elimination of the 15 business day filing period. We
believe that these aspects of the amendments will help to mitigate the
burden of transition to Inline XBRL.
---------------------------------------------------------------------------

\101\ See, e.g., letters from Cigna and FEI (regarding the
burden of transition for operating companies); Hindssight
(expressing concern about costs but not specifying whether it
pertained to operating companies or funds); Federated I and II,
Frei, ICI I and II, and USBFS (regarding the burden of transition
for funds).
---------------------------------------------------------------------------

As proposed, the amendments will also require risk/return summary
information to be submitted in Inline XBRL.\102\ Among commenters that
addressed the Inline XBRL requirement for funds, several commenters
expressed support for Inline XBRL for risk/return summaries.\103\ Some
of these commenters cited the potential benefits of increased
timeliness and usability of XBRL data to investors and other data
users.\104\ They also described economies of scale that funds may
realize from their vendors providing an XBRL preparation process that
is consistent with operating companies under a single standard
specification.\105\ Several commenters opposed the Inline XBRL
requirement for risk/return summaries.\106\ These commenters stated
that there are few, if any, data quality issues with risk/return
summary XBRL data today and concluded that Inline XBRL would not
improve the quality of risk/return summary XBRL data.\107\ One
commenter stated that the proposed Inline XBRL requirements for funds
do not have tangible benefits for investors and impose costs that would
outweigh any benefits.\108\
---------------------------------------------------------------------------

\102\ See new Rule 405(a)(3)(ii) of Regulation S-T.
\103\ See, e.g., letters from ACI, AICPA, CFA Institute, Data
Coalition, Members of Congress, Morningstar, XBRL International, and
XBRL US.
\104\ See letters from Morningstar and XBRL US.
\105\ Id.
\106\ See, e.g., letters from Federated I and II; Frei; ICI I
and II; and USBFS. In addition, two commenters generally opposed
Inline XBRL without stating whether their opposition was specific to
funds or operating companies. See letters from Pergamit and
Hindssight.
\107\ See letters from ICI (reiterating the observation in the
Inline XBRL Proposing Release that, compared to financial statements
of operating companies, mutual fund risk/return summaries have fewer
instances in which numeric data is embedded into text and the data
is generally more standardized as a reason why, in the commenter's
view, data quality is not an issue for mutual fund risk/return
summaries) and USBFS (stating that it was not aware of any XBRL
filing data quality issues affecting the funds serviced by the
commenter or any other funds in the industry).
\108\ See letter from Federated II.
---------------------------------------------------------------------------

Commenters also expressed differing views regarding the extent to
which investors, Commission staff, and academics use the fund
information submitted in XBRL. Some commenters stated that XBRL data
filed by funds is little used by investors \109\ or data
aggregators.\110\ Others stated that it was used by data aggregators
and, if more timely provided, its use by data aggregators and,
indirectly, by investors, would increase.\111\ Two commenters observed
that the current 15 business day filing delay decreases the usefulness
of this data as a means of providing timely information to investors
and stated that they or others would make greater use of this data if
we eliminated the delay.\112\
---------------------------------------------------------------------------

\109\ See letters from Federated I (stating that it does ``not
believe that either XBRL, or the proposed iXBRL filing and posting
requirements are (or would be) useful to investors.''); Federated
II; Frei (``There has been no evidence that the SEC staff,
academics, or every day investors uses [sic] this data.''); ICI I
(stating that investors generally do not use XBRL tagged risk/return
summary information and instead obtain this risk/return information
in human-readable form from fund prospectuses, on fund websites, or
on third party information provider websites.''); ICI II; USBFS
(stating that the XBRL data is generally not used by investors,
investment advisers, or broker-dealers in making investment
decisions or recommendations).
\110\ See letter from ICI (stating that its members provide data
directly to many information providers and further noting that these
information providers separately extract data from HTML filings).
\111\ See letters from Frei and USBFS (referencing XBRL data use
by data aggregators) and XBRL US (noting Morningstar's support of
eliminating the 15 day filing period as it would allow them to use
the XBRL data to more rapidly disseminate fund data to investors).
\112\ See letters from Morningstar (noting that it currently
uses the HTML filings rather than the XBRL filings because it can
process and share the information with investors more quickly than
if it were to wait for the XBRL filing) and XBRL US (stating that
the elimination of the 15 business day period would make XBRL data
much more valuable to data providers and investors).
---------------------------------------------------------------------------

After considering the input of commenters, we continue to believe
that it is important for risk/return summary information to be provided
in an XBRL

[[Page 40854]]

format and that this format be as usable for investors and other data
users as possible. We understand, based on commenter input, that many
investors obtain risk/return summary information through data
aggregators but that they may seek it out more quickly than it is
currently available in XBRL through fund submissions. To meet this
demand for more timely data, one data aggregator manually extracts the
risk/return summary information from fund HTML or ASCII filings over a
period of days rather than wait up to 15 business days for the XBRL
filings. We further understand, based on commenter input, that
transitioning to Inline XBRL will allow risk/return summary information
to reach investors via aggregators in hours, rather than days, after a
Related Official Filing. As a result, we expect that more timely XBRL
data will lead to increased use of that data by third-party data
aggregators already in the market. We also anticipate that data
aggregators with fewer resources or any new entrants to the data
aggregation market would be better positioned to compete to provide
information products to investors based on fund risk/return summaries
if timely delivery does not require the resources necessary to tag the
information manually. Investors will also be able to take further
advantage of the XBRL data in ways that were not possible before.
Because the Inline XBRL format embeds XBRL within the HTML document,
investors can use their own web browser to view the embedded XBRL data
and metadata within the context of the Related Official Filing, without
having to download the information into any separate applications for
review and analysis.
Contrary to some commenters' statements that this data is little
used, risk/return summary XBRL data is accessed on EDGAR on a regular
basis.\113\ We also disagree with commenters who suggested that
investors do not benefit when data aggregators use XBRL data.\114\
These aggregators typically use this data to provide information to
investors, and funds are primarily held by retail investors, who often
look to third party information sites when evaluating various funds for
investment.
---------------------------------------------------------------------------

\113\ See Section II.B.3 above.
\114\ See, e.g., letters from Federated II, Frei, ICI II, and
USBFS.
---------------------------------------------------------------------------

Preparing Inline XBRL filings involves embedding XBRL tags into the
HTML document. This single-document approach should create long-term
benefits by removing a separate workflow of checking the numbers and
text in the original HTML filing for consistency with the numbers and
text in the separate XBRL filing and the related time demands that
entails--time demands that currently contribute towards much later
filings by funds and less timely information for fund investors.
Several commenters indicated that funds would not realize cost
savings from Inline XBRL and that funds would incur significant costs
of transition to Inline XBRL, which would be compounded by the
elimination of the 15 business day filing period and would outweigh any
benefits.\115\ One commenter stated that its members do not anticipate
a significant increase in the efficiency and effectiveness of their
filing processes from the shift to Inline XBRL.\116\ Two commenters
stated that a number of funds currently use a standalone approach to
XBRL preparation and thus may require significant changes in XBRL
preparation workflow to transition to Inline XBRL.\117\ One of these
commenters further indicated that the Commission may have overestimated
the proportion of funds that use an integrated approach to XBRL
preparation.\118\ According to this commenter, while funds that use
``the largest financial printers'' are likely well positioned to comply
with the Inline XBRL requirement, funds that instead rely on other
service providers for preparing and submitting XBRL filings (e.g., law
firms, administrators, in-house advisory firm personnel, and smaller
financial printers) will be forced to incur significant costs and
potentially change vendors.\119\ Thus, the commenter asserted, the
Inline XBRL Proposing Release significantly underestimated the costs of
transitioning to Inline XBRL for funds, particularly for smaller
filers.
---------------------------------------------------------------------------

\115\ See letters from Federated I and II, Frei, ICI I and II,
and USBFS.
\116\ See letter from ICI I.
\117\ See letters from USBFS and XBRL US. Another commenter
referenced the comment letter by USBFS (stating that ``at least one
large filing vendor believes that the SEC's proposal may have
significantly underestimated the cost of implementing iXBRL tagging
in the mutual fund context, particularly for smaller registrants'').
See letter from ICI II.
\118\ See letter from USBFS.
\119\ Id. We note, however, to the extent funds rely on other
service providers to prepare and submit XBRL filings, those service
providers in turn may be relying on financial printers.
---------------------------------------------------------------------------

We recognize that many funds today prepare and file an HTML or
ASCII version of risk/return information in the Related Official Filing
and then, up to 15 business days later, prepare and file a separate
XBRL exhibit with this same risk/return information. As a result, many
funds may incur one-time costs to change their workflow processes as
they transition to filing this information in an Inline XBRL format
without this extended filing period. We acknowledge that this may cause
some funds to change vendors or software products used to create these
filings, and that these transition costs will likely be greater than
estimated in the Proposing Release.\120\ However, we believe that the
improved data usability that Inline XBRL offers, particularly when
combined with the more efficient Inline XBRL process that reduces the
need for the extended filing period, provides benefits to investors
that justify these initial costs to funds.
---------------------------------------------------------------------------

\120\ See letters from Federated I and II, ICI I and II, and
USBFS.
---------------------------------------------------------------------------

Accordingly, we are adopting Inline XBRL and the related
elimination of the 15 business day filing period for fund risk/return
summaries. However, in light of the comments and to help funds address
transition issues, we are extending the proposed phase-in for risk/
return summary Inline XBRL requirements, as discussed in greater detail
in Section III.A.1.c below. After careful consideration, we continue to
believe that the amendments to risk/return summary XBRL requirements to
reflect the evolution of XBRL technology will offer benefits to data
users and further believe that the modified compliance dates provide
sufficient time for filers, software vendors, and filing agents to
transition to Inline XBRL.
b. Timing of Submission of Interactive Data File
The Commission did not propose any changes to the timing of the
required submission of the financial statement information XBRL data,
nor are we adopting any, and operating companies will generally
continue to be required to submit the Interactive Data File with the
filing.
With respect to risk/return summary information, currently an
Interactive Data File for a Form N-1A filing, whether the filing is an
initial registration statement or a post-effective amendment to it,
must be submitted as an amendment to the registration statement to
which the Interactive Data File relates.\121\ That amendment with the
Interactive Data File also must be submitted after the registration
statement or post-effective amendment that contains the related
information becomes effective but not later than 15 business days after
the effective date of

[[Page 40855]]

that registration statement or post-effective amendment.\122\
---------------------------------------------------------------------------

\121\ General Instruction C.3.(g)(i) to Form N-1A.
\122\ Id.
---------------------------------------------------------------------------

Funds also are required to submit an Interactive Data File for any
form of prospectus filed that includes risk/return summary information
that varies from the registration statement.\123\ In the case of those
filings, however, funds are permitted to file the Interactive Data File
concurrently with the filing or up to 15 business days subsequent to
the filing.\124\ As the Commission noted in the 2009 Risk/Return
Summary Adopting Release, the period of 15 business days was intended
both to provide funds with adequate time to prepare the exhibit and to
make the interactive data available promptly.\125\
---------------------------------------------------------------------------

\123\ See General Instruction C.3.(g)(ii) to Form N-1A.
\124\ Id.
\125\ See 2009 Risk/Return Summary Adopting Release, at 7754, n.
97 and accompanying and following text.
---------------------------------------------------------------------------

i. Concurrent Submissions With Certain Post-Effective Amendment Filings
To help facilitate efficiencies in the fund post-effective
amendment filing process, the Commission proposed to permit funds to
submit Interactive Data Files concurrently with certain post-effective
amendments to fund registration statements.\126\ The Commission
proposed this change in recognition of the fact that, in its
experience, post-effective amendments filed pursuant to these
paragraphs of Rule 485 generally are not subject to further
revision.\127\
---------------------------------------------------------------------------

\126\ See proposed General Instruction C.3.(g)(i)(B) to Form N-
1A.
\127\ With the exception of post-effective amendments filed
pursuant to Rule 485(b)(1)(iii), a post-effective amendment filed
under Rule 485(b)(1) may become effective immediately upon filing.
Paragraph (b)(1)(i) of Rule 485 permits a post-effective
amendment filing for the purpose of bringing the financial
statements up to date under Section 10(a)(3) of the Securities Act
or Rule 3-12 or 3-18 of Regulation S-X. 17 CFR 210.3-12 and 210.3-
18.
Paragraph (b)(1)(ii) of Rule 485 permits a post-effective
amendment filing for the purpose of complying with an undertaking to
file an amendment containing financial statements, which may be
unaudited, within four to six months after the effective date of the
registrant's registration statement under the Securities Act.
Paragraph (b)(1)(v) of Rule 485 permits a post-effective
amendment filing for the purpose of making any non-material changes
which the registrant deems appropriate.
Paragraph (b)(1)(vii) of Rule 485 permits a post-effective
amendment filing for any other purpose which the Commission shall
approve.
---------------------------------------------------------------------------

We received one comment letter on this aspect of the proposal. The
commenter expressed support for the proposed amendment, believing that
administrative costs would be reduced relative to making a separate
filing for submitting the XBRL data.\128\ After considering commenter
input, and to provide funds with flexibility to achieve cost and
administrative efficiencies, we are adopting the amendments as
proposed.\129\
---------------------------------------------------------------------------

\128\ See letter from Federated I (stating that it is
``generally in support of allowing mutual funds to submit the
interactive data files concurrently with certain post-effective
amendments as we believe this would reduce administrative costs
associated with filing interactive data separately'').
\129\ See new General Instruction C.3.(g) to Form N-1A; see also
new Rule 405(a)(3)(ii) of Regulation S-T. The amendments to these
two provisions have the result of permitting fund filers to submit
XBRL data concurrently with the Related Official Filing.
---------------------------------------------------------------------------

ii. 15 Business Day Filing Period
To improve the timeliness of the availability of risk/return
summary XBRL information, the Commission proposed to eliminate the 15
business day filing period for the submission of the Interactive Data
File accorded to all fund filings containing risk/return summaries
(initial registration statements; post-effective amendments; and forms
of prospectuses that include risk/return summary information that
varies from the registration statement). At the same time, the
Commission sought comment on whether a different length filing period
might be more appropriate. In proposing to mandate the use of Inline
XBRL, the Commission noted that Inline XBRL involves embedding XBRL
data directly into the filing. Inline XBRL thereby reduces the need for
this filing delay, which is typically used to prepare and review a
separate XBRL-only filing.
Two commenters supported the Commission's proposal to eliminate the
15 business day filing period.\130\ These commenters noted that the
elimination of the 15 business day filing period would allow data
aggregators to process and share the information more quickly with
investors, who are the end-users. This is because aggregators would no
longer have to either wait 15 business days or manually extract
information from the HTML or ASCII version of the risk/return summary
in order to provide the information to investors in a more timely
manner, which itself takes time.\131\ One commenter, while supporting
elimination of the current filing period, noted that funds are
``accustomed to taking advantage of the 15-day grace period'' and so
would need to enact major workflow changes if this period is
eliminated, likely requiring increased staffing levels and resulting in
higher costs for both funds and their vendors.\132\ This commenter also
acknowledged that funds may encounter greater challenges than operating
companies under the proposed amendments, given that many fund complexes
must make multiple, simultaneous filings for the funds they sponsor or
manage.\133\ This commenter asked the Commission to consider giving
funds more time to make the transition to Inline XBRL due to these
challenges, but nevertheless urged the Commission to adopt the
proposal, believing that moving the marketplace to a single standard--
Inline XBRL--would be ``beneficial to all stakeholders over the long-
term.'' \134\
---------------------------------------------------------------------------

\130\ See letters from Morningstar and XBRL US.
\131\ Id.
\132\ See letter from XBRL US.
\133\ Id. See also letters from Federated II (stating that it
submitted 1,291 filings, in addition to 336 XBRL filings, in the
past calendar year for its funds) and ICI II (referencing the letter
from Federated II).
\134\ See letter from XBRL US.
---------------------------------------------------------------------------

Three commenters expressed concerns about the costs, changes in
workflow, and loss of flexibility associated with the elimination of
the 15 business day filing period.\135\ Two commenters proposed that
the Commission preserve the 15 business day filing period to allow
funds time to work through any technical difficulties that may occur
with the tagging process and review and approve the tagged
filings.\136\ These commenters also stated that, for those funds that
mail the prospectus and shareholder report together, the shorter
timeframe for Inline XBRL review would increase the likelihood of
having to mail the prospectus and shareholder report separately, which
if it occurred, would increase the mailing costs for fund
shareholders.\137\
---------------------------------------------------------------------------

\135\ See letters from Federated I and II, ICI I and II, and
USBFS.
\136\ See letters from ICI I and II and Federated I and II.
\137\ Id. One of these commenters estimated the additional
mailing costs of sending the prospectuses separately at
approximately $1.5 million per year. See letter from Federated II.
---------------------------------------------------------------------------

One commenter did not support eliminating the current XBRL filing
period, but stated that funds would not be burdened by shortening this
period from 15 business days to 10 business days.\138\ Another
commenter suggested, as an alternative, shortening the 15 day timeframe
to 7 days.\139\
---------------------------------------------------------------------------

\138\ See letter from USBFS.
\139\ See letter from ICI II.
---------------------------------------------------------------------------

After evaluating comments received on this issue, and in light of
our decision to require the use of Inline XBRL for fund filers as
proposed, we are eliminating the current 15 business day filing period
for risk/return summary XBRL data. As a result:
For post-effective amendments filed pursuant to paragraph
(b)(1)(i), (ii), (v), or (vii) of Rule 485, Interactive Data

[[Page 40856]]

Files must be filed either concurrently with the filing or in a
subsequent amendment that is filed on or before the date that the post-
effective amendment that contains the related information becomes
effective; \140\
---------------------------------------------------------------------------

\140\ See new General Instruction C.3.(g)(i)(B) to Form N-1A.
---------------------------------------------------------------------------

For initial registration statements and post-effective
amendments filed other than pursuant to paragraph (b)(1)(i), (ii), (v),
or (vii) of Rule 485, Interactive Data Files must be filed in a
subsequent amendment on or before the date the registration statement
or post-effective amendment that contains the related information
becomes effective; \141\ and
---------------------------------------------------------------------------

\141\ See new General Instruction C.3.(g)(i)(A) to Form N-1A.
---------------------------------------------------------------------------

For any form of prospectus filed pursuant to Rule 497(c)
or (e), funds must submit the Interactive Data File concurrently with
the filing.\142\
---------------------------------------------------------------------------

\142\ See new General Instruction C.3.(g)(ii) to Form N-1A.
---------------------------------------------------------------------------

We recognize that many funds will experience changes in workflow
and associated costs once the filing period is eliminated. However, we
believe that eliminating the 15 business day filing period will
significantly improve the timely availability of risk/return summary
XBRL information for investors, other market participants, and other
data users, yielding substantial benefits. Two commenters indicated
that the benefits of XBRL data are currently not being realized for
many potential data users, including data aggregators and (indirectly)
investors, due to the filing period.\143\ For data aggregators
responding to demand for the data earlier than 15 business days after
the effective date of the related filing, eliminating this period will
remove the need for time consuming manual extraction of this
information from HTML or ASCII filings and allow data aggregators to
obtain this data earlier, thereby expediting the availability of the
data and related analysis to investors.\144\ Further, the transition of
funds to Inline XBRL will entail embedding XBRL tags into the HTML
filing, reducing the need for a separate XBRL filing period.
---------------------------------------------------------------------------

\143\ See letters from Morningstar and XBRL US.
\144\ Id.
---------------------------------------------------------------------------

In addition, eliminating the current 15 day filing period could
have other, indirect beneficial effects. We understand some funds
currently provide more timely return information to some data
aggregators. However, funds do not provide other information contained
in the risk/return summary information on a more timely basis, such as
fee and risk information, which data aggregators also use to provide
information products to investors. Providing more timely XBRL data may
enable data aggregators to better compete in providing timely
information to investors. Today, only those aggregators with sufficient
resources to manually extract this information from the text filings
can respond to demands to provide investors with more timely data.
Further, in the staff's experience, risk/return summary information is
relatively standardized and the list of XBRL data elements that are
tagged in the risk/return summary should not vary substantially from
period to period, minimizing the impact of workflow changes in this
area. Therefore, we do not see a compelling reason to retain even a
shortened filing period, such as 10 or 7 days, and note that any
delayed filing period would undermine the timeliness and usability
benefits.
We also note that, while funds may currently use the 15 business
day filing period to review the XBRL data, operating companies prepare,
review, and file XBRL data without an additional filing period.
Compared to fund filings with risk/return summaries, operating company
XBRL filings entail a more complex taxonomy, with more data elements,
as well as more instances of numeric data being embedded into text.
Studies have shown that concurrent submission of the HTML and XBRL data
for operating companies began with a standalone approach and over time
transitioned to an integrated approach as technology developed to
achieve efficiencies.\145\ For example, one recent study found that the
median small filer paid $10,000 or less for fully outsourced XBRL
preparation.\146\ Similarly, preliminary statistics from a pricing
survey being conducted by the AICPA and XBRL US indicate that the cost
of XBRL formatting has declined 41% since 2014 and that the average
cost of XBRL preparation for small reporting companies in 2017 averaged
$5,850 per year.\147\ The experience of operating companies leads us to
believe that, while many funds may not currently use an integrated
approach to XBRL preparation and filing, with the concurrent HTML and
XBRL filing, funds will likely transition to an integrated approach to
achieve efficiencies. We would expect, after the initial transition,
the costs to funds of preparing and reviewing XBRL submissions using an
integrated approach similarly to go down over time, as they have for
operating companies.
---------------------------------------------------------------------------

\145\ See Trevor S. Harris and Suzanne Morsfield, ``An
Evaluation of the Current State and Future of XBRL and Interactive
Data for Investors and Analysts''--``White Paper Number Three,''
Columbia Business School Center for Excellence in Accounting and
Security Analysis (December 2012), https://www8.gsb.columbia.edu/rtfiles/ceasa/An%20Evaluation%20of%20the%20Current%20State%20and%20Future%20of%20XBRL%20and%20Interactive%20Data%20for%20Investors%20and%20Analysts.pdf
(retrieved Jun. 20, 2018), at 38 (stating that filers have
transitioned over time to integrated disclosure management
solutions). Consistent with this observation, approximately 71% of
operating company filers relied on integrated solutions in the 2013
FERF survey, compared to approximately 54% of operating company
filers in the 2012 FERF survey. See FERF Study, at 6; William
Sinnett, SEC reporting and the impact of XBRL: 2012 survey,
Financial Executives Research Foundation (Nov. 15, 2013), at 25-26.
\146\ See AICPA Study.
\147\ See note 57 above.
---------------------------------------------------------------------------

We anticipate that the technology and related workflow changes that
accompany the transition to Inline XBRL will partly mitigate the
concern about certain fund groups having to mail prospectuses
separately if the 15 business day filing period is eliminated, because
XBRL tags will be embedded in the HTML filing. In addition, based on
staff analysis of fund filing data on EDGAR, most fund groups currently
mail prospectuses and shareholder reports separately. Finally, recently
adopted 17 CFR 270.30e-3 (``Rule 30e-3'' under the Investment Company
Act) will provide certain registered investment companies with an
optional method to satisfy their obligations to transmit shareholder
reports by making such reports and other materials accessible at a
website address and mailing investors a short paper notice indicating
how to access the reports.\148\ This change may reduce the mailing
costs associated with shareholder reports, thereby potentially
mitigating some of these concerns.
---------------------------------------------------------------------------

\148\ See Release No. IC-33115 (June 5, 2018) 83 FR 29158.
---------------------------------------------------------------------------

The amendments eliminating the 15 business day filing period do not
change the liability provisions related to the Interactive Data File.
One commenter recommended a temporary modification to the liability
provisions pertaining to the Interactive Data File for risk/return
summary filings following the elimination of the 15 business day filing
period, similar to the temporary modified liability provision that was
put in place when the XBRL requirements were adopted in 2009.\149\
Given that we have delayed compliance with the Inline XBRL requirement
and the elimination of the 15 business day period until two years after
the effective date for funds that, together with other investment
companies in the same

[[Page 40857]]

``group of related investment companies,'' \150\ have net assets of $1
billion or more as of the end of their most recent fiscal year (``large
fund groups'') and three years after the effective date for small fund
groups, as discussed in greater detail in Section III.A.1.c below, we
do not believe that such a temporary liability modification is
necessary.
---------------------------------------------------------------------------

\149\ See letter from Federated II.
\150\ For these purposes, the definition of a ``group of related
investment companies'' is the same as the term defined in Rule 0-10
under the Investment Company Act [17 CFR 270.0-10]. Rule 0-10(a)(1)
defines the term as applied to management investment companies as
two or more management companies (including series thereof) that (i)
hold themselves out to investors as related companies for purposes
of investment and investor services; and (ii) either (A) have a
common investment adviser or have investment advisers that are
affiliated persons of each other, or (B) have a common
administrator. We believe that this broad definition would encompass
most types of fund complexes and therefore is an appropriate
definition for compliance date purposes.
---------------------------------------------------------------------------

c. Phase-In of the Inline XBRL Requirements
We are adopting phased compliance dates substantially as proposed,
with modifications to further mitigate the potential burden of the
initial transition on filers and preparers:
---------------------------------------------------------------------------

\151\ Form 10-Q filers will not become subject to the Inline
XBRL requirements with respect to Form 10-K or any other form,
however, until after they have been required to comply with the
Inline XBRL requirements for their first Form 10-Q for a fiscal
period ending on or after the applicable compliance date for the
respective category of filers.

------------------------------------------------------------------------
Operating companies Compliance date \151\
------------------------------------------------------------------------
Large accelerated filers that prepare Fiscal periods ending on or
their financial statements in after June 15, 2019.
accordance with U.S. GAAP.
Accelerated filers that prepare their Fiscal periods ending on or
financial statements in accordance after June 15, 2020.
with U.S. GAAP.
All other filers....................... Fiscal periods ending on or
after June 15, 2021.
------------------------------------------------------------------------

------------------------------------------------------------------------
Funds Compliance date
------------------------------------------------------------------------
Any initial registration
statement (or post-effective
amendment that is an annual
update to an effective
registration statement) that
becomes effective on or after:
Large fund groups...................... September 17, 2020 (two years
after the effective date of
the amendments)
Small fund groups...................... September 17, 2021 (three years
after the effective date of
the amendments)
------------------------------------------------------------------------

Except as noted below, based on the information on vendor readiness
provided by commenters and the staff's observations of developments in
the XBRL preparation industry and experience with voluntary Inline XBRL
filings pursuant to the Exemptive Order, we are adopting a three-year
phase-in for operating companies, as proposed: (i) Large accelerated
filers that prepare their financial statements in accordance with U.S.
GAAP will be required to comply with Inline XBRL for financial
statements for fiscal periods ending on or after June 15, 2019; (ii)
accelerated filers that prepare their financial statements in
accordance with U.S. GAAP will be required to comply with Inline XBRL
for financial statements for fiscal periods ending on or after June 15,
2020; and (iii) all other operating company filers that are subject to
financial statement information XBRL requirements, including foreign
private issuers (``FPIs'') \152\ that prepare their financial
statements in accordance with IFRS, will be required to comply with
Inline XBRL for financial statements for fiscal periods ending on or
after June 15, 2021.\153\
---------------------------------------------------------------------------

\152\ See Rule 405 under the Securities Act [17 CFR 230.405] and
Rule 3b-4(c) under the Exchange Act [17 CFR 240.3b-4(c)].
\153\ See new Rule 405(f)(1)(i).
---------------------------------------------------------------------------

In a modification from the proposal, in response to comments,\154\
domestic form filers \155\ will be required to comply beginning with
their first Form 10-Q for a fiscal period ending on or after the
applicable compliance date, as opposed to the first filing for a fiscal
period ending on or after that date, to enable filers to gain
experience with Inline XBRL through less complex filings.\156\ This
approach is similar to the approach in the 2009 Financial Statement
Information Adopting Release, which was intended to facilitate the
transition of filers to financial statement information XBRL
requirements.
---------------------------------------------------------------------------

\154\ See note 161 below.
\155\ Form 20-F and 40-F filers do not have quarterly report
filing obligations and are therefore not affected by this provision.
\156\ As an example, a Form 10-Q filer in the first phase-in
group with a calendar fiscal year end will be required to begin
compliance with the Inline XBRL requirement with its Form 10-Q for
the period ending June 30, 2019. As a further example, a Form 10-Q
filer in the first phase-in group with a June 30 fiscal year end
will be required to begin compliance with the requirement with its
Form 10-Q for the period ending September 30, 2019.
---------------------------------------------------------------------------

Most commenters that addressed the proposed phase-in for operating
companies supported it.\157\ Some commenters supported the general
phase-in approach but recommended postponing the compliance dates until
after the third quarter of 2018 or creating a fourth early phase-in
category for the largest 500 filers.\158\ One of these commenters
supported the phase-in for smaller filers because of potential cost
increases during the transition period and specifically suggested that
emerging growth companies (``EGCs'') \159\ be added to the third phase-
in category.\160\ Several commenters proposed adjusting the compliance
dates for the Inline XBRL requirement so that they initially apply to
quarterly reports on Form 10-Q rather than Form 10-K, due to the lower
complexity of Form 10-Q.\161\
---------------------------------------------------------------------------

\157\ See, e.g., letters from AICPA, Kumar, Merrill, and XBRL US
(also citing a survey of filers among which 71% supported a phase-in
and 13% did not, while 52% thought that one year was the right
amount of time before the first phase of filers is required to
comply).
\158\ See, e.g., letters from EY and FEI.
\159\ See Rule 405 under the Securities Act and Rule 12b-2 of
the Exchange Act [17 CFR 240.12b-2].
\160\ See letter from BIO.
\161\ See, e.g., letters from AICPA, EY, and Kumar.
---------------------------------------------------------------------------

Some commenters expressed a concern about the initial transition of
operating companies to Inline XBRL because not all software vendors and
filing agents are currently Inline-capable.\162\ One of those
commenters stated that the relative burden of initial transition for
filers would depend on vendor readiness and that compliance

[[Page 40858]]

dates should reflect this.\163\ However, two commenters opposed a
phase-in, stating that the costs of Inline XBRL transition would be
minimal and that the phase-in would lower the benefits to data
users.\164\ One of those commenters suggested that compliance should
begin with quarterly filings ending on or after June 15, 2019.\165\ In
addition, a number of commenters stated that the Inline XBRL transition
would involve either no burden or only a small burden for filers and
preparers because many vendors already include the Inline XBRL
capability as part of their software package or could easily
incorporate it as they have for their foreign customers that are
required to use Inline XBRL for other reporting purposes.\166\ Several
commenters also stated that the Inline XBRL transition would have
little impact on data users' existing processes for analyzing XBRL data
and that many of them already use Inline XBRL data from foreign
jurisdictions.\167\
---------------------------------------------------------------------------

\162\ See, e.g., letters from Cigna and FEI.
\163\ See letter from FEI.
\164\ See letters from Workiva I and CFA Institute.
\165\ See letter from Workiva I.
\166\ See, e.g., letters from ACI; IRIS; Workiva I; Merrill;
XBRL US (``At the latest, all XBRL US vendor members will be ready
to file using inline XBRL by the second quarter of 2019.'').
\167\ See, e.g., letters from Morningstar; Octachoron; TagniFi;
XBRL US (``We held informal discussions with several of these
organizations ranging from startup companies . . . to large
established organizations . . . These organizations, which today use
XBRL-formatted US corporate data, indicated that extracting data
from Inline XBRL is the same as extracting data from conventional
XBRL files. Several indicated that they have already begun to use
Inline XBRL given its availability in other non-US markets. Of
these, the cost to do so was minimal, requiring zero to little
change to their current process.'').
---------------------------------------------------------------------------

After considering commenter input, we are not introducing
additional phase-in categories, postponing the compliance date for
EGCs, or making further modifications to the phase-in for operating
companies. We do not believe that the potential incremental benefits to
some filers from such changes would offset the increased complexity and
delays of the benefits of Inline XBRL for market participants and other
data users. EGCs will be required to comply beginning with fiscal
periods ending on or after June 15, 2020, or June 15, 2021, depending
on filer status and basis of accounting. Because the relative burden
for filers of the fixed costs of initial transition to Inline XBRL, if
any, is likely to depend on filer size, we believe that this approach
provides smaller EGC filers, and other smaller filers, with sufficient
time to transition to Inline XBRL.
With respect to funds, the Commission proposed a two-year phase-in
based on net asset size. Specifically, for large fund groups, it
proposed a compliance date of one year after the effective date to
comply with the new requirements. For small fund groups, the Commission
proposed a compliance date of two years after the effective date, to
provide these filers with an additional year to comply with the new
requirements.
Several commenters expressed concerns about the workflow and vendor
changes that may be required for funds to transition to Inline XBRL and
adjust to the elimination of the 15 business day filing period.\168\ In
particular, one commenter stated that ``to the extent the Commission
determines to proceed in adopting the Proposed Rule, we encourage the
Commission to provide mutual funds and their filing agents a minimum of
two years to plan for and implement the changes needed to comply with
the Proposed Rule.'' \169\ Another commenter stated that one year would
not be ``a realistic timeframe for implementation of the proposed
amendments'' and suggested 18 months ``as a more achievable compliance
date.'' \170\ Another commenter supported the Inline XBRL requirement
for funds and the elimination of their 15 business day filing period
but suggested that ``the Commission may want to consider giving mutual
funds more time to make the transition than operating companies'' given
the likely workflow changes in instituting these amendments.\171\
---------------------------------------------------------------------------

\168\ See notes 115-119 above and accompanying text.
\169\ See letter from USBFS.
\170\ See letters from Federated I and II.
\171\ See letter from XBRL US.
---------------------------------------------------------------------------

After considering commenters' concerns, and consistent with their
suggestions, to provide funds and vendors with additional time to
implement any necessary workflow changes, we are extending the phase-in
with respect to the Inline XBRL and timing requirements for risk/return
summary XBRL data and modifying the compliance dates to two years after
the effective date of the amendments for large fund groups and three
years after the effective date of the amendments for small fund
groups.\172\
---------------------------------------------------------------------------

\172\ When we adopted the risk/return summary information XBRL
requirements on February 11, 2009, all filers had approximately two
years to comply (until January 1, 2011). After considering commenter
feedback, we are providing a similar period for larger filers to
comply with the proposed Inline XBRL requirements. Further, after
considering commenter feedback, we believe that smaller fund filers
may benefit from even more time to comply with these new
requirements.
---------------------------------------------------------------------------

We believe that these compliance dates will provide sufficient time
for filers, filing agents, and software vendors to transition to Inline
XBRL and adjust to the elimination of the extended filing period. Given
that any fixed cost of initial transition may have a relatively greater
impact on smaller filers, this approach will give such filers time to
develop related expertise, as well as the opportunity to benefit from
the experience of larger filers with Inline XBRL. The phase-in is also
expected to provide filing agents and software vendors with additional
time to transition to Inline XBRL and develop related expertise.
Similar to the proposal and consistent with a commenter's
suggestion,\173\ the amendments will permit all filers to file using
Inline XBRL prior to the compliance date for each category of filers.
Filers will be able to file in Inline XBRL under the amendments once
the EDGAR system has been modified to accept submissions in Inline XBRL
for all forms subject to the amendments, which is anticipated to be
March 2019.\174\ Notice of EDGAR system readiness to accept filings in
Inline XBRL will be provided in a manner similar to notices of taxonomy
updates and EDGAR Filer Manual updates. We believe that offering filers
the option to file using Inline XBRL before the compliance date will
enable filers that are ready to transition to Inline XBRL to begin
realizing the benefits of Inline XBRL sooner. It will also enable
vendors and filing agents used by early Inline XBRL adopters to gain
valuable expertise that may help facilitate the transition to Inline
XBRL for filers that transition to Inline XBRL at a later time.
Otherwise, prior to the applicable compliance date, filers that do not
file using Inline XBRL will continue to be required to submit the
entire Interactive Data File as an exhibit, as they do currently.\175\
---------------------------------------------------------------------------

\173\ See letter from Workiva II.
\174\ Operating companies may continue to voluntarily file
certain Exchange Act reports in Inline XBRL prior to that time
pursuant to the Exemptive Order, which will cease to be operative
once voluntary reporting under the amendments is permitted. See note
48 above and accompanying text.
\175\ See new Rule 405(f)(2) and (3).
---------------------------------------------------------------------------

d. Scope of the Inline XBRL Requirements
The Inline XBRL requirements for financial statement information
will apply to all operating company filers, including smaller reporting
companies (``SRCs''),\176\ EGCs, and FPIs that are currently required
to submit financial statement information in XBRL. Several commenters
supported our proposal not to exempt individual categories of operating
company filers subject to XBRL requirements from the Inline XBRL
requirement, citing data quality

[[Page 40859]]

and efficiency reasons.\177\ One commenter did not specifically address
an exemption from the Inline XBRL format requirement but recommended
exempting EGCs, SRCs, and nonaccelerated filers from XBRL requirements
generally, citing concerns about cost and lack of use of XBRL
data.\178\
---------------------------------------------------------------------------

\176\ See Rule 405 under the Securities Act, Rule 12b-2 under
the Exchange Act and Item 10(f) of Regulation S-K [17 CFR
229.10(f)].
\177\ See, e.g., letters from CFA Institute, Merrill,
Morningstar, and XBRL US.
\178\ See letter from BIO. But see AICPA Study (discussing XBRL
preparation costs for smaller filers) and note 67 above (discussing
XBRL data use for smaller filers and biotechnology companies).
---------------------------------------------------------------------------

We do not expect Inline XBRL to significantly affect the overall
costs of compliance with XBRL requirements. While filers may incur a
small initial transition cost, they also may realize reductions in
ongoing costs of compliance with XBRL requirements.\179\ Furthermore,
filers may realize reductions in ongoing costs due to the elimination
of the website posting requirement. We have sought to alleviate the
initial transition burden for filers through phased compliance dates.
Given the benefits expected from the Inline XBRL requirement, the
overall readiness of the Inline XBRL technology, and the input from
commenters regarding vendor readiness, we are not exempting any filers
that are subject to existing XBRL requirements. Exempting some
categories of filers subject to XBRL requirements from Inline XBRL
could reduce the aggregate data quality and usability benefits for
investors, analysts, and other users and create a need for investors
and other data users to maintain indefinitely the support for both sets
of technologies, potentially resulting in ongoing inefficiencies.
---------------------------------------------------------------------------

\179\ See Sections III.B.1.a and V.C below.
---------------------------------------------------------------------------

Some commenters addressed the scope of information subject to XBRL
requirements more generally, although no such changes were contemplated
as part of the Inline XBRL Proposing Release.\180\ Several commenters
expressed overall support for XBRL requirements in general \181\ or
suggested expanding the scope of operating company information that is
required to be tagged,\182\ or is permitted to be tagged,\183\ in XBRL,
while other commenters recommended exemptions from XBRL requirements
for certain operating companies \184\ or funds,\185\ citing concerns
about cost.
---------------------------------------------------------------------------

\180\ See Inline XBRL Proposing Release, at 14291.
\181\ See, e.g., letters from CFA Institute, Grant Thornton,
Members of Congress, Morningstar, TagniFi, XBRL International, and
XBRL US.
\182\ See, e.g., letters from CFA Institute, Data Coalition,
Merrill, XBRL International, and XBRL US.
\183\ See letter from Gartner.
\184\ See note 178 above.
\185\ See letters from Federated I and II (recommending that we
exempt funds from XBRL or replace XBRL with XML on Form N-CEN); ICI
I and II (recommending that we exempt funds from XBRL); USBFS
(recommending that we require funds to submit XBRL data only for
forms of their prospectus that have been used to sell shares of the
fund).
---------------------------------------------------------------------------

Two commenters recommended that, to the extent that the Commission
wishes to modernize structured disclosure requirements for fund filers,
it should rescind the existing XBRL requirements for risk/return
summary information and replace them with requirements to tag certain
risk/return summary information in the XML format on Form N-CEN.\186\
Another commenter recommended that risk/return summary XBRL
requirements apply only to forms of prospectuses that have been used to
sell shares of the fund.\187\
---------------------------------------------------------------------------

\186\ See letters from Federated (stating that filing tagged
data on Form N-CEN would create consistency in data tagging language
and allow the Commission and third-party information providers to
access important data about a fund in one location) and ICI. See
also Release No. IC-32314 (Oct. 13, 2016) [81 FR 81870]. We note
that, while funds are currently required to update their
registration statements and file new XBRL data every time risk/
return summary information changes, there is no requirement to
update Form N-CEN (filed annually) for intra-year changes to its
information. Therefore, filing risk/return summary tagged data on
Form N-CEN could result in investors receiving risk/return summary
information in a less timely manner.
\187\ See letter from USBFS.
---------------------------------------------------------------------------

As the Commission stated in the Inline XBRL Proposing Release,
these amendments are aimed at modernizing existing XBRL requirements to
incorporate developments in the XBRL technology since the 2009 adoption
of these requirements.\188\ Therefore, at this time, we are not
changing the categories of operating company or fund filers, or the
scope of operating company or fund disclosures, that are subject to
these XBRL requirements.
---------------------------------------------------------------------------

\188\ See Inline XBRL Proposing Release, at 14291.
---------------------------------------------------------------------------

2. Elimination of the Website Posting Requirements
We are adopting, as proposed, the elimination of the XBRL website
posting requirements for financial statement information and risk/
return summaries.\189\
---------------------------------------------------------------------------

\189\ Website posting is currently required by Rule 405(g) and
General Instruction C.3.(g) to Form N-1A.
---------------------------------------------------------------------------

In the 2009 Financial Statement Information Adopting Release and
the 2009 Risk/Return Summary Adopting Release, the Commission stated
that it thought that the website availability of the interactive data
would encourage its widespread dissemination, make it easier and faster
for investors to collect information on a particular filer, enable
search engines and other data aggregators to more quickly and cheaply
aggregate the data and make them available to investors, and
potentially increase the reliability of data availability to the
public.\190\ However, the Commission also noted that this benefit could
be limited since investors seeking to aggregate machine-readable XBRL
data across companies, manually or through an automated process, may
find XBRL exhibits posted on individual filers' websites less
useful.\191\
---------------------------------------------------------------------------

\190\ See 2009 Financial Statement Information Adopting Release,
at 6791-6792. Similarly, in adopting the website posting requirement
for risk/return summary XBRL information, the Commission stated that
website availability of the interactive data will encourage its
widespread dissemination, contributing to lower access costs for
users. See 2009 Risk/Return Summary Adopting Release at 7755-7756.
\191\ See 2009 Financial Statement Information Adopting Release,
at 6807. See also 2009 Risk/Return Summary Adopting Release, at
7767, n. 263 (``We believe the benefits will stem primarily from the
requirement to submit interactive data to the Commission and the
Commission's disseminating that data.'').
---------------------------------------------------------------------------

We believe, based on our experience, that users of XBRL data
generally do not seek the information directly from individual filers'
websites; rather, they obtain the data from a more central repository
of the data, such as the Commission's EDGAR system or third-party
aggregators. We believe that access to XBRL data for purposes of
aggregation and processing, whether by data aggregators or individual
data users, is most efficiently achieved when such machine-readable
data is consistently organized (e.g., with respect to directory
structure) and made available at a single source. Based on our
experience since the Commission adopted the website posting
requirements in 2009, we believe that potential data users can obtain
sufficiently reliable access to XBRL data through EDGAR and do not need
the backup of a website posting on a filer's website to access the XBRL
data. Thus, data users should not incur significant costs from the
elimination of the requirement to post the XBRL data on filers'
websites. Operating companies and funds are expected to recognize a
modest benefit from the elimination of this requirement.\192\
---------------------------------------------------------------------------

\192\ See Sections III.B.2 and V.C below.
---------------------------------------------------------------------------

All of the commenters that addressed this aspect of the proposal
supported eliminating the website posting requirements, citing the lack
of utility to data users and/or the potential cost

[[Page 40860]]

savings to filers.\193\ One commenter that is a filer of risk/return
summary information noted that an average of only three users per month
access XBRL risk/return summary information through that filer's
website.\194\
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\193\ See, e.g., letters from CFA Institute; Federated I and II;
ICI I; Merrill; USBFS (supporting elimination but noting that it
will not generate cost savings and may entail a small cost to modify
the website to remove XBRL links and pages); and Workiva I.
\194\ See letter from Federated II.
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After considering the input from commenters, we agree that data
users will not benefit from continued application of the website
posting requirements, in light of the greater efficiency of retrieving
XBRL data from EDGAR or other sources for purposes of aggregation and
analysis. We continue to believe that most filers will realize a small
benefit from the elimination of the website posting requirements,
although the magnitude of the benefit for the average filer is likely
to be small.
3. Termination of the 2005 XBRL Voluntary Program
We are adopting, as proposed, the termination of the 2005 XBRL
Voluntary Program for financial statement information interactive
data.\195\ Subsequent to the adoption of the interactive data
requirements for financial statement information for operating
companies in 2009, the only filers that remain eligible for the program
are registered investment companies, BDCs, and other entities that
report under the Exchange Act and prepare their financial statements in
accordance with Article 6 of Regulation S-X. No commenters objected to
the termination of the program and given its very infrequent use, we do
not believe that its continued existence will provide significant
benefits.
---------------------------------------------------------------------------

\195\ We are amending Regulation S-T to remove Rule 401 that
specifies voluntary program requirements and making related
technical and conforming changes.
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4. Technical Amendments
We are adopting, as proposed, certain technical, conforming changes
to the rules for hardship exemptions, current public information under
Rule 144(c)(1) under the Securities Act, and form eligibility,
consistent with the changes in format to the Interactive Data File and
elimination of the website posting requirements. In addition, in
Regulation S-T, we are deleting the definition of ``promptly'' from
Rule 11 because it was used only in 17 CFR 232.406T (``Rule 406T''),
which has expired, and deleting references to Forms S-2 and F-2 because
those forms have been eliminated.
Although not proposed, we are adopting additional technical,
conforming changes consistent with the elimination of the 2005 XBRL
Voluntary Program and additional technical clarifying changes. In
connection with the elimination of the 2005 XBRL Voluntary Program,
these changes affect Item 601(b)(100) of Regulation S-K; a heading
within and Rules 11, 305(b), and 402 of Regulation S-T; Rules 13a-14(f)
and 15d-14(f) under the Exchange Act; paragraph 100 of the Instructions
as to Exhibits of Form 20-F; paragraph C.(5) of the General
Instructions to Form 6-K; Rules 8b-1, 8b-2, 8b-33, and 30a-2(d) under
the Investment Company Act; and General Instruction B.4.(b) of Form N-
1A under the Investment Company Act.
We are substituting the term ``filing'' for ``form'' in the
definition of Interactive Data File in Rule 11 of Regulation S-T and in
some instances within Rule 405 of Regulation S-T because the term
``filing'' better describes the range of documents subject to XBRL
requirements. Also, we are altering proposed Rules 201(c)(1) and
202(c)(2) under Regulation S-T to specify that when a hardship
exemption is received the document required to set forth a related
legend must appear where the Interactive Data File exhibit otherwise
would have appeared.
Further, we are amending Rule 201 under Regulation S-T to adopt a
temporary hardship exemption for the inability to timely file
Interactive Data Files for risk/return summary information.\196\ Since
2009, while operating companies could avail themselves of both the
temporary hardship exemption under Rule 201 and continuing hardship
exemption under Rule 202, funds were limited to continuing hardship
exemptions. The 2009 Risk/Return Summary Adopting Release explained
that while the Commission was adopting a continuing hardship exemption
with respect to risk/return summary information data, the Commission
was not adopting a temporary hardship exemption because the final rules
included a 15 business day filing period for submitting the Interactive
Data File.\197\ Because we are eliminating the 15 business day filing
period, we are amending Rule 201 to similarly allow funds to avail
themselves of the temporary hardship exemption.
---------------------------------------------------------------------------

\196\ See Note to Paragraph (c) of Rule 201.
\197\ See 2009 Risk/Return Summary Adopting Release, at 7757, n.
129.
---------------------------------------------------------------------------

Additionally, we are adopting technical changes to Rule 485 under
the Securities Act to account for the elimination of the website
posting requirements. We are also adopting technical changes to
paragraphs (c) and (e) of Rule 497 under the Securities Act to indicate
that a fund that files pursuant to Rule 497 must, if applicable
pursuant to General Instruction C.3.(g) of Form N-1A, ``submit'' an
Interactive Data File.\198\
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\198\ This change in terminology makes Rule 497 consistent with
Rule 485 under the Securities Act.
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B. Potential Economic Effects of the Amendments

We are mindful of the costs imposed by and the benefits obtained
from our rules. Securities Act Section 2(b),\199\ Exchange Act Section
3(f),\200\ and Investment Company Act Section 2(c) \201\ require us,
when engaging in rulemaking that requires us 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.
Additionally, Exchange Act Section 23(a)(2) requires us, when adopting
rules under the Exchange Act, to consider the impact that any new rule
will have on competition and not to adopt any rule that will impose a
burden on competition that is not necessary or appropriate in
furtherance of the purposes of the Exchange Act.\202\
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\199\ 15 U.S.C. 77b(b).
\200\ 15 U.S.C. 78c(f).
\201\ 15 U.S.C. 80a-2(c).
\202\ 15 U.S.C. 78w(a)(2).
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The amendments aim to increase the efficiency and lower the cost of
compliance with the existing XBRL requirements through process
improvements associated with the Inline XBRL technology and the
elimination of the website posting requirements. The discussion below
addresses the potential economic effects of the amendments, including
their likely costs and benefits, as well as the likely effects of the
amendments on efficiency, competition, and capital formation, relative
to the economic baseline, which is comprised of XBRL practices in
existence today.\203\
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\203\ See Section II.B above.
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At the outset, we note that, where possible, we have attempted to
quantify the costs and benefits expected to result from the amendments
to the XBRL requirements.\204\ However, in some cases we have been
unable to quantify the economic effects. For example, it is difficult
to quantify the extent to which Inline XBRL will enhance the quality

[[Page 40861]]

and usability of XBRL data and, if so, how it will affect XBRL data
use. We have been able to gain some insight into the potential economic
effects of the amendments based on the experience of filers that have
used Inline XBRL on a voluntary basis pursuant to the Exemptive Order;
however, these insights are necessarily limited by the relatively small
and self-selected nature of this subset of filers.
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\204\ One comment letter requested that the Commission quantify
the benefits of the proposal. See letter from Federated II.
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We assess the potential impact of the amendments relative to the
economic baseline, which includes existing XBRL requirements,
information about filers subject to these requirements, and current
practices related to XBRL filing and use, described in Section II
above.
1. Inline XBRL Requirements
a. Use of Inline XBRL
i. Benefits
After considering the input from commenters, as well as the
experience of operating companies that voluntarily filed in Inline
XBRL,\205\ we continue to believe that filing in Inline XBRL has the
potential to benefit both filers and users of this information. In
particular, we continue to believe that the use of Inline XBRL may
reduce the time and effort associated with preparing XBRL filings;
simplify the review process for filers; and improve the quality and
usability of XBRL data and thus increase the use of XBRL data by
investors, other market participants, and other data users.\206\
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\205\ Funds are not eligible to voluntarily file in Inline XBRL
pursuant to the Exemptive Order.
\206\ See Inline XBRL Proposing Release, at 14293-4, nn. 154,
155, and 162. See also notes 86-88 above.
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Embedding XBRL data in an HTML document rather than tagging a copy
of the data to create a separate XBRL exhibit should increase the
efficiency and effectiveness of the filing preparation process and, by
saving time and effort spent on the filing process, over time, reduce
the cost of compliance with existing XBRL requirements.\207\ Inline
XBRL eliminates the need to create a separate XBRL instance document
containing all of the XBRL tags, which can reduce the incidence of
those re-keying errors that are associated with producing separate
documents for the same information. Inline XBRL also makes it possible
for filers or filing agents to view XBRL metadata \208\ within the HTML
document, which can facilitate the review of XBRL data and better equip
filers to detect XBRL errors. Further, filers or filing agents can use
tools like the open source Inline XBRL Viewer to review the Interactive
Data File and more efficiently filter and identify errors and locate
information within the filing (e.g., by using the topic query feature).
Thus, by facilitating the preparation and review of XBRL data, Inline
XBRL can decrease the overall time and cost required by filers to
comply with the existing XBRL requirements.
---------------------------------------------------------------------------

\207\ See Inline XBRL Proposing Release, at 14293-4, nn. 155,
156. See also note 85 above.
\208\ Such metadata include, for example, definitions, reporting
period information, data type, and related references.
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Various commenters stated that they expect Inline XBRL to result in
a lower cost and/or greater efficiency of XBRL preparation.\209\
However, other commenters stated that Inline XBRL will not necessarily
result in burden savings for filers.\210\ As the Commission noted in
the Inline XBRL Proposing Release, the benefit of savings in ongoing
XBRL preparation and filing costs due to Inline XBRL will be smaller
for filers that presently rely on the integrated XBRL preparation
approach.\211\ Nevertheless, such filers may realize small time savings
and/or efficiencies in the filing process from Inline XBRL.\212\
Additionally, because Inline XBRL gives the preparer full control over
the presentation of filer disclosures, those filers that currently
choose XBRL tags so that the data looks similar to the HTML document
when rendered by software into a human-readable presentation will have
less of an incentive to do so because Inline XBRL will embed XBRL tags
into the HTML document.\213\ It is challenging to quantify potential
gains in the effectiveness and efficiency of the filing preparation
process and the resulting reductions in the ongoing cost of compliance
with the XBRL requirements due to data limitations and variation in
filer circumstances. However, for purposes of the Paperwork Reduction
Act of 1995 (``PRA''),\214\ we continue to estimate that the average
burden of XBRL preparation will decrease slightly after the initial
transition to Inline XBRL and the average annual external cost of XBRL
preparation will increase slightly.\215\ We recognize that individual
filers' costs and cost savings from Inline XBRL may vary for a number
of reasons, including the filer's and the filing agent's experience
with Inline XBRL.
---------------------------------------------------------------------------

\209\ See note 85 above.
\210\ See, e.g., letters from ICI I (regarding risk/return
summaries) and Pergamit.
\211\ See Inline XBRL Proposing Release, at 14294.
\212\ Software vendors and filing agents that currently use the
integrated XBRL preparation approach, combining the processes of
creating interactive data tags and an HTML document, cannot
presently take full advantage of the resulting efficiency because of
current requirements. At present, filing agents and/or filers that
use integrated XBRL solutions must expend the effort, albeit
minimal, to split out the interactive data and save it to a separate
instance document for filing.
\213\ See also note 89 above and accompanying text.
\214\ 44 U.S.C. 3501 et seq.
\215\ See Section V.C.1 below. Compared to the existing XBRL
requirements for operating companies, the annual internal burden per
filer for Inline XBRL filers is expected to be approximately 1 hour
lower in the first year (1 response x (8 - 2) hours + 3.5 responses
x ( - 2) hours) and 9 hours lower after the first year (4.5
responses x ( - 2) hours); the annual external cost per filer for
Inline XBRL filers is expected to be approximately $22.50 higher,
beginning in the first year (4.5 responses x $5).
Compared to the existing XBRL requirements for funds, the annual
internal burden per filer for Inline XBRL filers is expected to be
approximately 3.32 hours higher in the first year (1 response x (4 -
0.5) hours + 0.36 responses x (- 0.5) hours) and 0.68 hours lower
after the first year (1.36 responses x (- 0.5) hours); the annual
external cost per filer for Inline XBRL filers is expected to be
approximately $10 higher, beginning in the first year.
---------------------------------------------------------------------------

The use of Inline XBRL may also improve XBRL data quality and thus
potentially benefit data users. When XBRL is embedded directly into the
HTML document, the filer prepares and reviews a single document, rather
than separate documents--as is the case with the current reporting
requirement--which should enable a reduction in data errors,
particularly for those filers that currently use the standalone XBRL
preparation approach.\216\ Further, filers or filing agents can use
review tools like the open source Inline XBRL Viewer to more readily
filter and identify errors. To the extent that Inline XBRL technology
can reduce the rate of XBRL errors that are not detected by filers with
the current XBRL filing practices and technology, Inline XBRL could
incrementally improve XBRL data quality, which could potentially
benefit data users.\217\ Additionally, since Inline XBRL filers will
have less of an

[[Page 40862]]

incentive to create custom XBRL tags solely to mimic the appearance of
an HTML filing, Inline XBRL could increase the ability of investors,
other market participants, and other data users to compare information
across filers for those filers that currently engage in such tagging
practices.\218\
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\216\ See Inline XBRL Proposing Release, at 14288, n. 83 and at
14293-4, n. 155. Filers that do not currently use an integrated
approach may achieve greater benefits in data quality and efficiency
from the more integrated process that Inline XBRL offers. See notes
117-119 above (discussing the use of a standalone approach by fund
filers).
\217\ Existing format requirements for Interactive Data Files
include the element accuracy requirement, which provides that each
data element (i.e., all text, line item names, monetary values,
percentages, numbers, dates, and other labels) contained in the
Interactive Data File must reflect the same information in the
corresponding data in the Related Official Filing. See Rule
405(c)(1)(i) of Regulation S-T.
We also note that the incremental effects of Inline XBRL on the
reduction in XBRL errors will be smaller if other ongoing
initiatives continue to reduce XBRL data errors. For example, the
XBRL US Data Quality Committee periodically publishes guidance and
validation rules to help public companies detect inconsistencies or
errors in their XBRL-formatted financial data, such as incorrect
negative values, improper relationships between elements, and
incorrect dates associated with certain data. See https://xbrl.us/data-quality/rules-guidance/ (retrieved Jun. 20, 2018).
\218\ See notes 89 and 213 above and accompanying text.
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A number of commenters stated that Inline XBRL could result in an
improvement in XBRL data quality and a potential decrease in XBRL
errors.\219\ However, several commenters stated that Inline XBRL by
itself will not improve data quality since the change in the format
does not affect the nature of tagging or the filer's ability to select
inappropriate custom tags.\220\ As the Commission stated in the Inline
XBRL Proposing Release, because the amendments do not modify the scope
and substance of existing XBRL requirements or the categories of filers
subject to the requirements, the improvement in data quality and the
overall economic benefits incremental to Inline XBRL likely will be
smaller than the benefits of the XBRL requirements more generally.\221\
The Commission also noted that Inline XBRL filers may continue to use
custom tags to represent certain company-specific data after the switch
to Inline XBRL.\222\ Therefore, while Inline XBRL and tools such as the
Inline XBRL Viewer facilitate review and detection of certain re-keying
errors, they will not resolve all XBRL data quality issues. A review of
a sample of voluntary Inline XBRL filings pursuant to the Exemptive
Order suggests that some XBRL data quality issues may remain for a
minority of filers. However, the experience of a relatively small
number of voluntary filers may not be representative of all filers
subject to the amendments, particularly given that the Exemptive Order
only extended to operating companies and that most voluntary filers
already use integrated software, thus their transition to Inline XBRL
likely entailed minimal changes to XBRL preparation workflow and a
resulting minor data quality impact.
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\219\ See note 86 above.
\220\ See, e.g., letters from EY, TagniFi, and Workiva I
(regarding financial statement information).
\221\ See Inline XBRL Proposing Release, at 14295.
\222\ Id.
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Several commenters indicated that Inline XBRL would not result in
significant improvements in risk/return summary XBRL data quality
because there is little evidence of issues with the quality of risk/
return summary XBRL data today.\223\ We acknowledge that data quality
benefits may be more modest for funds than for operating companies, in
part due to greater standardization of risk/return summary XBRL
data.\224\ However, we understand that funds can also experience data
quality issues in compiling separate XBRL risk/return summary
files.\225\
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\223\ See note 107 above.
\224\ See also Inline XBRL Proposing Release, at 14287.
\225\ See Inline XBRL Proposing Release, at 14294-14295. See
also note 216 above and accompanying text.
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Overall, we continue to believe that the benefits of potential
reduction in certain errors from Inline XBRL, although incremental, may
generally contribute to future improvements in XBRL data quality,
especially when used in conjunction with tools such as the Inline XBRL
Viewer.\226\
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\226\ The Inline XBRL Viewer can enable a faster review and
detection of certain data quality errors because of its data filter
functions, such as sorting amounts entered as negative values in
Inline XBRL filings.
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Inline XBRL could also enhance how users view XBRL data related to
Commission disclosures. Several commenters stated that Inline XBRL will
contribute to greater usability and transparency of XBRL data for
investors and other data users.\227\ With Inline XBRL, the EDGAR system
enables users to view information about the reported XBRL data embedded
in Inline XBRL filings on the Commission's website, using any recent
standard Internet browser, without the need to access a separate
document. With this feature, when a user views a filing submitted in
Inline XBRL on EDGAR, the user will be able to see tags and the related
metadata while viewing the HTML document. These Inline XBRL features
can provide the benefit of greater context and information to
investors. The software enabling this feature has been made freely
available in an effort to facilitate the creation of cost-effective
Inline XBRL viewers and analytical products.\228\ Moreover, despite the
limited number of Inline XBRL filings so far, we have observed
enhancements that the public has made to the Inline XBRL Viewer to
improve analysis of Inline XBRL data, which may improve the usability
of the data.
---------------------------------------------------------------------------

\227\ See notes 87-88 above.
\228\ See https://www.sec.gov/structureddata/edgarvalandrender
(retrieved Jun. 20, 2018).
---------------------------------------------------------------------------

With respect to funds, the benefit of increased usability of risk/
return summary XBRL data is expected to be further enhanced when
combined with the elimination of the 15 business day filing period for
risk/return summary XBRL information, which will make XBRL data
available to investors and other data users more quickly.
To the extent that the use of Inline XBRL results in an improvement
in XBRL data quality and usability, and thus in increased use of XBRL
data by investors, market participants, and other data users, we expect
the benefits associated with XBRL in general to be enhanced. As the
Commission stated in the 2009 Financial Statement Information Adopting
Release and 2009 Risk/Return Summary Adopting Release, the availability
of information in XBRL enables investors and other data users to
capture and analyze that information more quickly and at a lower cost,
as well as to search and analyze the information dynamically;
facilitates comparison of information across filers and reporting
periods; and leads to better-informed investment decisions and
potential gains in the efficiency of capital formation and allocation,
through a reduction in the information barriers faced by investors or
costs of collecting and analyzing disclosures.\229\ We lack the ability
to quantify the incremental contribution of Inline XBRL to potential
increases in the use of XBRL data and the broader economic benefits of
XBRL. We anticipate that the effect will depend on several factors,
including the extent of improvements in XBRL data quality and usability
following the transition to Inline XBRL; changes in XBRL data use by
investors, other market participants, and other data users; and
technological innovation in XBRL preparation and analytics solutions.
---------------------------------------------------------------------------

\229\ See 2009 Financial Statement Information Adopting Release,
at 6777, 6807-6808; 2009 Risk/Return Summary Adopting Release, at
7766-7768.
---------------------------------------------------------------------------

ii. Costs
The Inline XBRL requirement may impose costs on filers, XBRL
preparation software vendors, filing agents, and data users.
We expect that the initial transition to Inline XBRL could result
in a cost to filers. Filers may switch to Inline XBRL either by using
Inline XBRL enabled preparation software that they develop or license
or by obtaining Inline XBRL preparation services from a third-party
service provider (filing agent). Filers that rely on filing agents for
XBRL preparation may incur an incremental cost of Inline XBRL upgrades
(to the extent that the cost incurred by filing agents is passed on to
filers). Filers that prepare XBRL filings in-house will need to replace
or update their XBRL

[[Page 40863]]

preparation software with versions that include Inline XBRL
capabilities. We expect such costs to be lower if there is more
competition among filing agents and software vendors that offer Inline
XBRL capabilities. Filers also may incur an internal cost to train
their personnel to use Inline XBRL and to comply with the Inline XBRL
requirements.
Filers that use software that is already enabled for Inline XBRL or
that can readily be modified to accommodate the Inline XBRL format, as
well as filers that use filing agents that use such software, are
expected to incur a minimal transition cost. In particular, for filers
and filing agents that rely on integrated XBRL filing solutions, filing
in Inline XBRL could require only a very minor adjustment to the filing
process, similar to choosing the format in which the file will be saved
out of several available formats. Conversely, filers and filing agents
using a standalone approach will require greater changes to their
workflow. Several commenters expressed concerns about a lack of
software vendor readiness and a greater than anticipated burden of
initial transition.\230\
---------------------------------------------------------------------------

\230\ See notes 101, 115, 117-118, and 162 above.
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Some operating company filers have demonstrated the Inline XBRL
capability through electing to voluntarily file in Inline XBRL pursuant
to the Exemptive Order.\231\ In addition, a number of XBRL software
vendors and filing agents involved in XBRL preparation for a
significant share of the U.S. XBRL market have developed or indicated
plans to offer Inline XBRL capabilities.\232\ One commenter stated that
``[m]any vendors today already have Inline XBRL capabilities or have
development underway'' to incorporate this capability into their tools.
\233\ The commenter also stated that, at the latest, all of its vendor
members will be ready to file using Inline XBRL by the second quarter
of 2019, which is compatible with the compliance date for the first
operating company phase-in category.\234\ Another commenter stated that
``[m]ost providers either have Inline XBRL capabilities or will have it
soon'' and that ``[t]he cost of switching to providing Inline XBRL is
not significant enough to cause a competitive change in the
marketplace.'' \235\ Several XBRL vendors indicated in their comment
letters that they have Inline XBRL capabilities.\236\
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\231\ See Section II.B.2 above. Funds are not eligible to
voluntarily file in Inline XBRL under the Exemptive Order.
\232\ See note 62 above.
\233\ See letter from XBRL US.
\234\ Id.
\235\ See letter from Merrill.
\236\ See, e.g., letters from ACI, IRIS, and Workiva I.
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Further, the experience of operating company filers electing to
make voluntary Inline XBRL submissions pursuant to the Exemptive Order
suggests that filers have not incurred a significant change in external
preparation costs. However, this inference is based on a relatively
small number of operating company filers, most of which already use
integrated XBRL software. Thus their change in costs may not be
representative of the overall population of filers subject to the
amendments.
Although we recognize the likelihood of relatively greater initial
costs being incurred by filers that do not use such software or such
filing agents, we believe that, as a general matter, the overall cost
of initial transition to Inline XBRL technology will be relatively
small. In particular, we expect this to be the case because the
amendments do not modify the substance of the XBRL requirements and
thus do not affect the process of selecting tags from the taxonomy for
the required disclosures (the disclosure mapping process that precedes
the creation of the XBRL submission accounts for the overwhelming
majority of the XBRL preparation time and cost). The creation of the
Inline XBRL document will occur after the mapping of company
disclosures to the taxonomy is completed and will consist largely of a
software function, which could include a broad range of file formats
(e.g., HTML, PDF, XBRL, and Inline XBRL).
Inline XBRL cannot be used with the ASCII format. Thus, filers that
prepare the Related Official Filing in the ASCII format will incur
additional costs of switching to HTML, and any fixed costs of such a
change will have a relatively greater effect on smaller entities.\237\
We continue to believe that such costs will be minimal. First,
relatively few filers presently use the ASCII format and therefore only
those few filers will need to incur the cost of switching to HTML as a
result of the amendments. On March 1, 2017, the Commission adopted
amendments to require the use of the HTML format for registration
statements and periodic and current reports that are subject to the
exhibit requirements under Item 601 of Regulation S-K and for Forms F-
10 and 20-F.\238\ As of September 1, 2018, all registrants will be
required to comply with those amendments.\239\ While those amendments
excluded some operating company filings that will be subject to Inline
XBRL requirements, in particular, Form 6-K and Form 40-F filings, in
practice almost no such filings are presently filed in the ASCII
format.\240\ Similarly, a relatively small proportion of fund filings
is filed in the ASCII format.\241\ Second, the average costs of
switching from ASCII to HTML will be small because the software tools
to prepare and file documents in HTML are widely used and the
incremental cost of HTML features is minimal.\242\ Additionally, the
phase-in of the Inline XBRL requirements is expected to partly mitigate
the impact on smaller ASCII filers by giving them more time to adjust.
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\237\ See Inline XBRL Proposing Release, at 14288-14289.
\238\ See Release No. 33-10322 (Mar. 1, 2017) [82 FR 14130].
On October 11, 2017, the Commission proposed amendments that
would similarly require funds to file in HTML format registration
statements and reports that include exhibits. See Release No. 33-
10425 (Oct. 11, 2017) [82 FR 50988] (``FAST Act Proposing
Release'').
\239\ The requirements were effective September 1, 2017,
although smaller reporting companies and nonaccelerated filers need
not comply until September 1, 2018.
\240\ We have identified approximately 0.1% of filings in ASCII
format among Forms 6-K filed in 2017. We have not identified filings
in ASCII format among Forms 40-F filed in 2017.
\241\ In 2016, approximately 2.6% of Form N-1A filings, 4.9% of
amendments filed under Rule 485(a), 14.1% of amendments filed under
Rule 485(b), and 5.5% of filings under Rule 497 were in the ASCII
format, as shown by staff analysis of EDGAR filings.
On October 11, 2017, the Commission proposed amendments that
would similarly require funds to file in HTML format registration
statements and reports that include exhibits. See FAST Act Proposing
Release.
\242\ See Inline XBRL Proposing Release, at 14289.
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While we expect that filers will continue to incur ongoing costs of
compliance with the XBRL requirements,\243\ we do not expect those
ongoing costs to increase appreciably due to Inline XBRL. For most
filers, we anticipate that the transition to Inline XBRL will, over
time, somewhat reduce the ongoing costs of compliance with the XBRL
requirements, as discussed in greater detail in Section V.C below. For
purposes of the PRA, we continue to estimate that the average filer
will incur a one-time increase in in-house personnel time to transition
to Inline XBRL and a slight increase in the annual external cost of
XBRL preparation. After the initial transition to Inline XBRL, we
estimate that the average filer will experience a small decrease in the
in-house personnel time required to comply with XBRL

[[Page 40864]]

requirements.\244\ While the incremental initial and ongoing costs of
Inline XBRL are not expected to be significant for the average filer,
such costs for individual filers may vary due to filer circumstances,
including their familiarity with Inline XBRL and the XBRL preparation
solution used by the filer or its filing agent.
---------------------------------------------------------------------------

\243\ See 2009 Financial Statement Information Adopting Release,
at 6800-6802, 6804-6806.
\244\ See Section V.C below.
---------------------------------------------------------------------------

Further, the European Securities and Markets Authority has recently
adopted a requirement for issuers that are listed on European Union
(EU) regulated markets and that prepare their annual financial reports
in accordance with IFRS to use the Inline XBRL format beginning on
January 1, 2020.\245\ Under the amendments, FPIs that prepare their
financial statements in accordance with IFRS as issued by the IASB will
be required to comply with the Inline XBRL requirements for financial
statements for periods ending on or after June 15, 2021. Thus, the
incremental burden of transition to Inline XBRL under the amendments
for FPIs filing IFRS financial reports with the EU market regulators is
expected to be minimal.
---------------------------------------------------------------------------

\245\ See https://www.esma.europa.eu/policy-activities/corporate-disclosure/european-single-electronic-format (retrieved
Jun. 20, 2018).
---------------------------------------------------------------------------

We note that some filers may incur an increased burden if their
filings contain a major technical error in the XBRL data. In
particular, currently, when there is a major technical error in the
XBRL data submitted in an exhibit, the EDGAR validation system causes
the exhibit to be removed from the submission, but the submission as a
whole is not suspended.\246\ With the Inline XBRL format, the EDGAR
validation system will typically suspend a filing that contains any
major technical error in the Interactive Data File, which will require
the filing to be revised before it can be accepted by EDGAR.\247\ Based
on staff observations, very few XBRL exhibits are removed by the EDGAR
system due to such major technical errors, in part, because filers and
filing agents routinely use tools, including ones that the Commission
makes available, to help identify and correct technical errors prior to
EDGAR filing.\248\ Because similar validation tools will be available
to Inline XBRL filers, we believe that such suspensions should be rare
for Inline XBRL filers.
---------------------------------------------------------------------------

\246\ During filing and validation, the EDGAR Renderer creates
error and warning messages when issues with the XBRL data are
identified. Certain errors will result in the XBRL exhibits being
``stripped'' from a filing, although the rest of the filing is
accepted in EDGAR.
\247\ In some cases, a major technical error in the Interactive
Data File would instead cause the XBRL content to be removed from
the submission, but in that case the submission as a whole would not
be suspended.
\248\ To assist with XBRL filing, the Commission has made
available for download certain tools, such as the Previewer and
Interactive Data Test Suite, that filers can use with their own
systems to test XBRL submissions prior to EDGAR filing. See https://www.sec.gov/structureddata/edgarvalandrender and https://www.sec.gov/structureddata/interactive-data-test-suite (retrieved
Jun. 20, 2018).
---------------------------------------------------------------------------

The Commission did not propose and is not making changes with
respect to application of officer certifications or auditor assurance
requirements to XBRL data.\249\ In response to commenters' suggestions,
we are reiterating that the change from the XBRL format to the Inline
XBRL format does not affect our existing positions with respect to
those requirements. Therefore, we do not anticipate changes in audit
fees or other filer costs relative to the baseline stemming from
officer certifications or auditor assurance. One commenter stated that
the use of Inline XBRL might result in an increase in the rate of
voluntary use of auditor assurance.\250\ While we acknowledge this
possibility, we lack the information necessary to quantify the
magnitude of such a potential effect.
---------------------------------------------------------------------------

\249\ See note 98 above.
\250\ See AICPA (stating that ``going forward, to provide
investors additional confidence in the iXBRL formatted information,
audit committees are likely to request that auditors perform a
separate attestation engagement to provide an opinion on the
accuracy and consistency of the XBRL formatted information, and
issue a report . . .''). See also note 100 above and accompanying
text.
---------------------------------------------------------------------------

Changes to the XBRL format may affect XBRL preparation software
vendors and filing agents, and some of the transition costs incurred by
software vendors and filing agents from Inline XBRL may be passed on to
filers. Various commenters stated that the effect of the amendments on
software vendors and filing agents will be small,\251\ while some
commenters expressed concern about vendor readiness.\252\ As the
Commission stated in the Inline XBRL Proposing Release, we recognize
that XBRL preparation software vendors and filing agents that do not
already use Inline XBRL would have to expend resources to transition to
Inline XBRL, including upgrading or replacing software and training
staff. Initially, software vendors and filing agents that cannot
readily implement Inline XBRL, particularly smaller vendors, will be at
a competitive disadvantage. Transition costs could be partly mitigated
by the availability of the royalty-free Inline XBRL specification and
transformation registry, which defines how the values of facts that
appear in HTML documents are converted to the required data types for
XBRL.\253\ Transition costs may also be lower for software vendors or
filing agents that have experience with Inline XBRL in other
jurisdictions.\254\
---------------------------------------------------------------------------

\251\ See notes 231-236 above and accompanying text.
\252\ See note 230 above.
\253\ See note 78 above.
\254\ For example, Inline XBRL is used in the UK (https://www.gov.uk/government/publications/xbrl-tagging-when-what-and-how-to-tag); Australia (https://asic.gov.au/about-asic/media-centre/find-a-media-release/2015-releases/15-104mr-asic-introduces-format-for-improved-communication-of-financial-information/); Ireland
(https://www.revenue.ie/en/companies-and-charities/submitting-financial-statements/who-must-submit-financial-statements-in-ixbrl.aspx); South Africa (https://www.xbrl.org/news/progress-in-the-cipc-implementation-of-xbrl/); Denmark and Japan (https://www.xbrl.org/the-standard/why/who-else-uses-xbrl/) (retrieved Jun.
20, 2018). Specific disclosure requirements differ from those in the
United States. See also note 245 above.
---------------------------------------------------------------------------

The phase-in incorporated in the amendments is expected to give
software vendors and filing agents time to develop and update software
in ways that minimize transition costs. It is also possible that the
ongoing costs of Inline XBRL preparation solutions will go down over
time, including for filers in later phase-in categories, as Inline XBRL
solutions become more widespread in the XBRL preparation industry.
Data users may incur a cost to modify their XBRL extraction
software or algorithms to accommodate Inline XBRL (e.g., to download
files from a different URL, to use different filenames, or to parse
XBRL information from a different file format). Although we do not have
sufficient information to quantify the costs to data users of a change
from the XBRL format to the Inline XBRL format, we believe that such
costs are likely to be minimal because the amendments do not affect the
taxonomy or the scope of the information required to be tagged.
Additionally, we have made freely available to the public the software
enabling users to view information about the reported XBRL data
contained in embedded tags and to extract XBRL data, in an effort to
facilitate the creation of cost-effective Inline XBRL viewers and
analytical products.\255\ For most data users that previously processed
either XBRL instance documents or HTML documents, the slight increase
in processing times due to the potentially larger size of the Inline
XBRL document is unlikely to be a significant limitation in light of
the advanced state of existing computing technology and internet
connectivity

[[Page 40865]]

speeds. Several commenters stated that they either already have the
capability to use Inline XBRL data or that XBRL data users will incur
minimal costs to transition from XBRL to Inline XBRL.\256\
---------------------------------------------------------------------------

\255\ See https://www.sec.gov/structureddata/edgarval9landrender
(retrieved Jun. 20, 2018) and https://arelle.org/download/ (retrieved
Jun. 20, 2018).
\256\ See, e.g., letters from XBRL US (stating that it ``held
informal discussions with several of these organizations ranging
from startup companies . . . to large established organizations . .
.'' and that ``[t]hese organizations, which today use XBRL-formatted
US corporate data, indicated that extracting data from Inline XBRL
is the same as extracting data from conventional XBRL files. Several
indicated that they have already begun to use Inline XBRL given its
availability in other non-US markets. Of these, the cost to do so
was minimal, requiring zero to little change to their current
process.''); TagniFi (stating that it has used XBRL to collect and
standardize financial statement data for more than 6,000 companies
representing over 99% of the U.S. market capitalization, using
approximately 140,000 XBRL filings since 2009 and further stating
that it has used Inline XBRL financial data since June 2016);
Octachoron (stating that ``[t]he technologies we have developed to
build and manipulate individual company information, compare filings
across time and across sectors, and compile market-wide statistical
analysis, would in principle be unaffected by a change to Inline
XBRL filing.''); and Morningstar (stating that ``[i]n our
experience, it will be a relatively seamless transition from XBRL to
Inline XBRL because the technology is sufficiently developed.'').
---------------------------------------------------------------------------

b. Timing of Submission of Interactive Data File
The Commission did not propose, and is not adopting, changes to the
timing of the required submission of the financial statement
information XBRL data. Thus, no economic effects are expected relative
to the baseline.
The Commission proposed to permit funds to submit Interactive Data
Files concurrently with certain post-effective amendments to
registration statements under Rule 485(b), which was supported by one
commenter,\257\ with no commenters opposing the proposed change. As
proposed, we are permitting filers to file risk/return summary
information Interactive Data File concurrently with certain post-
effective amendments under Rule 485(b). We continue to believe, as the
Commission stated in the Inline XBRL Proposing Release, that this
change may help facilitate efficiencies in the post-effective amendment
filing process and result in small savings in compliance costs for some
fund filers, and no commenters disagreed with our analysis.
---------------------------------------------------------------------------

\257\ See note 128 above.
---------------------------------------------------------------------------

We are eliminating the current 15 business day filing period for
the submission of risk/return summary XBRL data, as proposed. We
continue to believe that eliminating the 15 business day filing period
will significantly benefit investors, other market participants, and
other data users by ensuring timely availability of risk/return summary
XBRL information. The more timely availability of risk/return summary
XBRL information is expected to reduce the time that investors, other
market participants, and other data users require to extract risk/
return summary information from filings and to facilitate aggregation,
analysis, and comparisons of risk/return summary information across
funds. Eliminating this period will remove the need for manual
extraction of this information from HTML or ASCII files and make
important fund fee, return, and risk information contained in the risk/
return summary freely available to investors more quickly than it is
today. As indicated by commenters that supported the proposed change,
XBRL data users currently face a delay in the availability of risk/
return summary XBRL data relative to risk/return summary information
filed in HTML, which for some users has rendered the XBRL data less
useful.\258\
---------------------------------------------------------------------------

\258\ See notes 130 and 143 above and accompanying and following
text.
---------------------------------------------------------------------------

To the extent that having risk/return summary information available
in the XBRL format in a timely manner enhances the ability of
investors, either directly or through third parties such as data
aggregators, to perform aggregation, analysis, and comparison of
information about funds, the amendments may facilitate better informed
investment decisions, increase competition among funds for investor
capital, and improve the efficiency of capital allocation. To the
extent that more timely information on fund fees, returns, and risks
becomes available to investors through these tools, fund complexes may
benefit as well if greater investor awareness of risk/return
information helps funds attract investors. We understand many fund
complexes urge these third parties to provide fund information and
analysis to investors as quickly as possible (and well in advance of 15
business days) for these reasons. We acknowledge that these benefits
will be limited, to the extent that investors currently can efficiently
obtain timely information about fund performance and risks from other
sources, such as the Related Official Filing, fund websites, or third
parties. Two commenters stated that tagged risk/return summary
information would not be valuable because the information is historical
and is not as timely as the performance information investors may
obtain from other sources.\259\ However, to the extent that risk/return
summary information in a registration statement is generally valuable
to investors, timely availability of the same information in XBRL
format should enhance its value by enabling more efficient aggregation,
analysis, and comparison of that information across funds and time
periods.
---------------------------------------------------------------------------

\259\ See letters from Federated II and ICI II.
---------------------------------------------------------------------------

As the Commission stated in the Inline XBRL Proposing Release, we
recognize that eliminating the 15-day period will reduce the
flexibility with respect to the timing of preparing and reviewing XBRL
data that is presently afforded to fund filers.\260\ We also recognize
that most fund filers currently rely on this flexibility to submit XBRL
data after the post-effective amendment or form of prospectus to which
it relates and that its elimination could increase XBRL compliance
costs for fund filers and their filing agents (that may pass these
costs on to filers) as they adjust their workflows. Consistent with
this analysis, several commenters noted that funds currently rely on
the flexibility afforded by the XBRL filing period to prepare and
review XBRL data and resolve any technical issues with XBRL tagging and
that the removal of the filing period would cause funds to incur costs
to change current workflows.\261\ However, the Inline XBRL format
required under the amendments involves embedding tags into the filing
itself, which reduces the relevance of preserving the 15 business day
filing period.
---------------------------------------------------------------------------

\260\ See Inline XBRL Proposing Release, at 14297.
\261\ See letters from Federated I and II; ICI I and II; and
USBFS.
---------------------------------------------------------------------------

Based on input from commenters,\262\ we also understand that
certain funds currently file the Related Official Filing for forms of
prospectuses early in order to be able to combine the mailing of annual
reports and prospectuses. If these funds wish to continue combining
these mailings, the elimination of the 15 business day XBRL filing
period may require changes to XBRL preparation workflow to ensure that
risk/return summary XBRL data is prepared for filing earlier than it is
currently prepared, potentially leading to additional costs.
Alternatively, funds that do not implement these workflow changes will
incur additional mailing costs if they file forms of prospectuses with
XBRL data at a later date and, as a result, mail them separately from
the annual reports.\263\ Workflow changes to prepare risk/return
summary XBRL data at the same time as the Related Official Filing of
the form of prospectus will be most pronounced for funds that

[[Page 40866]]

currently prepare XBRL data separately, after preparing the Related
Official Filing.
---------------------------------------------------------------------------

\262\ See note 137 above and accompanying text.
\263\ See letters from ICI I and II and Federated I and II. One
of these commenters estimated the additional mailing costs of
sending the prospectuses separately at approximately $1.5 million
per year. See letter from Federated II.
---------------------------------------------------------------------------

The Commission stated in the Inline XBRL Proposing Release that
timely availability of free risk/return summary information in XBRL
might reduce demand for some subscription products and services of fund
data aggregators, to the extent that their value added is reduced by
the timely availability of free XBRL information. However, as users of
the data, data aggregators are likely to benefit from greater
timeliness of risk/return summary XBRL data.\264\
---------------------------------------------------------------------------

\264\ See, e.g., letters from Frei, Morningstar, and USBFS
(referencing XBRL data use by data aggregators) and notes 130 and
143 above and accompanying and following text (discussing the
benefits of greater timeliness to data aggregators).
---------------------------------------------------------------------------

c. Phase-In of Inline XBRL Requirements
The amendments include a staggered phase-in of the Inline XBRL
requirements for operating companies based on filer size and method of
accounting, largely as proposed. In a change from the proposal, as
suggested by several commenters,\265\ the amendments permit operating
company Form 10-Q filers in each phase-in category to begin compliance
with the Inline XBRL requirement with their first Form 10-Q for a
fiscal period ending on or after the applicable compliance date for the
respective phase-in category. This modification is expected to enable
Form 10-Q filers in each phase-in category to accumulate Inline XBRL
expertise by starting with a less complex filing and thus potentially
facilitate the initial transition to Inline XBRL.
---------------------------------------------------------------------------

\265\ See note 161 above.
---------------------------------------------------------------------------

The amendments also include a staggered phase-in of the Inline XBRL
requirements for funds based on filer size. In a change from the
proposal, based on input from commenters, the compliance dates have
been extended by one year to give funds additional time to implement
workflow changes necessary to transition to Inline XBRL and elimination
of the 15 business day filing period. This modification is expected to
facilitate transition, particularly for filers and filing agents that
presently lack Inline XBRL capabilities.
The use of a phase-in defers the costs and benefits of Inline XBRL
for some categories of filers. To the extent that the initial cost of
transition to Inline XBRL has a fixed component that is independent of
filer size, it will have a relatively greater effect on smaller filers.
In light of this, under the phase-in schedule we are adopting, smaller
filers will be given additional time to transition to Inline XBRL,
which will defer the initial cost for small filers and partly mitigate
the associated competitive effects. We further anticipate that late
adopters will incur lower transition costs in absolute terms than early
adopters. In particular, as time elapses after the initial group of
filers adopts Inline XBRL, we expect filing agents and software vendors
to accumulate Inline XBRL expertise and refine technological solutions
offered to filers, which also may result in lower costs to filers.
Furthermore, to the extent that the market for Inline XBRL preparation
services and software becomes more competitive over time, the switching
cost incurred by subsequent filers may be reduced.
Similar to the proposal, the amendments will permit filers to use
Inline XBRL before required. A high rate of such early transition to
Inline XBRL would accelerate the economic impact of Inline XBRL.
Until all filers adopt Inline XBRL, data users will have to
maintain the capability to extract data in both the Inline XBRL format
and the XBRL format, which may be incrementally costlier than using a
single format (e.g., if all filers were required to use Inline XBRL at
the same time and if early switching to Inline XBRL were not allowed).
Given the very limited scope of modifications to their XBRL data
extraction algorithms that data users are likely to need to switch to
Inline XBRL and the public availability of open source tools to
facilitate Inline XBRL data use, we expect this potential cost to be
minimal. Differences in the timeliness of the availability of risk/
return summary XBRL information during the transition period may reduce
the efficiency of the use of XBRL data for fund comparisons until the
XBRL filing delay is eliminated for all filers.
2. Elimination of the Website Posting Requirements for Financial
Statement Information and Risk/Return Summaries
The elimination of the website posting requirements is expected to
yield cost savings for filers. For purposes of the PRA, we estimate
that the elimination of the website posting requirements will result in
an average reduction in the annual internal burden associated with XBRL
requirements of approximately four hours per filer per year for
operating companies and approximately one hour per filing for
funds.\266\ All of the commenters that addressed the proposed
elimination of the website posting requirements supported it.\267\
---------------------------------------------------------------------------

\266\ See Section V.C.1 below.
\267\ See note 193 above.
---------------------------------------------------------------------------

The elimination of the website posting requirements could impose
costs on some data users by reducing their access to XBRL data about
individual filers. However, commenters indicated that investors and
other users do not generally access XBRL data from operating company or
fund websites.\268\ Based on our experience and input from commenters,
we continue to believe that data users can efficiently and reliably
access XBRL filing data through EDGAR and the Commission's Really
Simple Syndication (``RSS'') Feeds for purposes of data aggregation and
processing and comparison of information across filers. Accordingly, we
continue to believe that data users will incur minimal costs from the
elimination of the website posting requirements.
---------------------------------------------------------------------------

\268\ See, e.g., letters from Federated I (stating that ``very
few fund shareholders currently access, or have historically
accessed, XBRL risk/return summary information via the Funds'
website''); USBFS (stating that it ``is not aware of any significant
use by investors or analysts of XBRL data posted to mutual fund
websites and believes that any firm seeking to aggregate XBRL data
would only be able to do so efficiently from a centralized location,
such as the Commission's EDGAR system.''); and Workiva I (stating
that ``the need to separately post filings on corporate filer
websites no longer exists. Investors may locate filings either by
searching EDGAR or the Internet. This unnecessary requirement should
be removed.'')
---------------------------------------------------------------------------

3. Termination of the 2005 XBRL Voluntary Program
The termination of the 2005 XBRL Voluntary Program is expected to
have negligible economic effects on filers, filing agents, and software
vendors given continued absence of participants in the program in
recent years. Similarly, the aggregate economic effects on data users
of terminating the 2005 XBRL Voluntary Program will likely be
negligible. We did not receive comments on this aspect of the proposal.
4. Alternatives
We considered several alternatives to the amendments concerning
timing, scope, and optionality.
We could require Inline XBRL for all filers without a phase-
in.\269\ A faster transition to Inline XBRL on a large scale could
accelerate the realization of efficiency and data usability and quality
gains. However, compared to the amendments, this alternative would
accelerate the initial compliance costs for smaller filers, potentially
placing them at a disadvantage, as stated by various commenters that
supported the

[[Page 40867]]

use of a phase-in to mitigate the initial transition burden on smaller
filers, XBRL preparation software vendors, and filing agents.\270\
---------------------------------------------------------------------------

\269\ See note 164 above (discussing two commenters that opposed
a phase-in).
\270\ See notes 157-158 above. Separately, several commenters
expressed concerns about the burden of initial transition. See note
230 above.
---------------------------------------------------------------------------

As another alternative, we could apply a different phase-in
schedule. For example, one commenter recommended using a phase-in with
four groups rather than three, starting with the 500 largest
registrants, similar to the phase-in at the outset of the financial
statement information XBRL requirements.\271\ Another commenter
recommended moving EGCs to the last year of the phase-in, regardless of
accelerated filer status.\272\ The tradeoff between the costs and
benefits of an alternative phase-in schedule depends on the number of
affected filers, the net effect of Inline XBRL on the cost of
compliance with XBRL requirements and the usability and quality of XBRL
data for different categories of affected filers, the timing of the
phase-in, and the number of early adopters. With respect to a later
phase-in for all EGCs, the relative burden for filers of the fixed
costs of initial transition to Inline XBRL is likely to depend on filer
size rather than EGC status. Smaller EGC filers, which would have a
potentially greater relative burden of initial transition, will not be
required to comply until the fourth year after the effective date of
the final amendments. More generally, we do not believe that further
changes to the phase-in would result in meaningful net benefits
relative to the amendments. A greater number of phase-in categories may
introduce additional complexity and postpone the realization of
benefits by data users. Moreover, the benefit of adding other phase-in
categories to filers, XBRL preparation software vendors, and filing
agents may be relatively incremental in light of the other steps taken
to alleviate the potential burden of transition for those filers that
use software or filing agents that do not presently have Inline XBRL
capabilities.
---------------------------------------------------------------------------

\271\ See letter from EY.
\272\ See letter from BIO.
---------------------------------------------------------------------------

Inline XBRL requirements for financial statement information will
apply to all operating company filers, including SRCs,\273\ EGCs,\274\
and FPIs,\275\ that currently are required to submit financial
statement information in XBRL. As an alternative, as the Commission
discussed in the Inline XBRL Proposing Release, we could exempt one or
more of these categories of filers from the Inline XBRL requirement or
create a new category of exempt filers (based on size or other
criteria). One commenter did not specifically address an exemption from
the Inline XBRL requirement but recommended exempting EGCs, SRCs, and
nonaccelerated filers from XBRL requirements altogether, citing
concerns about cost.\276\ Similarly, Inline XBRL requirements for risk/
return summary information will apply to all funds that currently are
required to submit risk/return summary information in XBRL. As an
alternative, to address the concerns about the burden of initial
transition to Inline XBRL for smaller filers,\277\ we could exempt
smaller funds from the Inline XBRL requirement. To the extent that some
filers that are currently subject to XBRL requirements would not be
required to adopt Inline XBRL under these alternatives, the
alternatives would likely result in smaller economic costs and benefits
compared to the amendments. To the extent that smaller filers that do
not currently have the Inline XBRL capability are more likely to be
affected by the initial cost of transition to Inline XBRL, these
alternatives would mitigate the competitive disadvantage for smaller
filers relative to larger filers. However, compared to the amendments,
these alternatives would likely reduce the benefits to data users
expected from Inline XBRL. Several commenters indicated that exempting
certain XBRL filers from Inline XBRL would diminish the benefits to
data users and reduce economies of scale with regard to tools for
creation and extraction of XBRL data.\278\ Further, to the extent that
some filers would use XBRL while other filers would use Inline XBRL
under this alternative, data users would have to maintain indefinitely
the capabilities to extract both XBRL and Inline XBRL data, although
the incremental cost of maintaining both sets of capabilities likely
would be minimal.
---------------------------------------------------------------------------

\273\ Based on staff analysis of EDGAR filings of Forms 10-K and
10-Q, we estimate that there were approximately 2,745 filers during
calendar year 2017 that identified themselves as SRCs. Forms 20-F
and 40-F do not contain a checkbox to indicate SRC status.
Concurrent with this release, the Commission is adopting amendments
to the SRC definition, which will expand the set of companies
eligible for SRC status. See Release No. 33-10513 (Jun. 28, 2018).
\274\ Based on Ives Group's AuditAnalytics data, as of December
2017, we estimate that there were approximately 1,941 filers of Form
10-K, 20-F, or 40-F during calendar year 2017 that had at some point
identified themselves as EGCs.
\275\ Based on staff analysis of EDGAR filings, we estimate that
there were approximately 745 filers of Forms 20-F and 40-F during
calendar year 2017. The estimate excludes foreign filers that filed
only domestic forms.
\276\ See letter from BIO.
\277\ See letter from USBFS.
\278\ See note 177 above.
---------------------------------------------------------------------------

As another alternative, we could exempt FPIs from the Inline XBRL
requirement. Compared to the final amendments, such an alternative
could place FPIs at a competitive advantage relative to domestic
filers, particularly smaller domestic filers, to the extent that exempt
filers would not incur the cost of switching to Inline XBRL. It also
would deprive investors and other XBRL data users of the associated
benefits of Inline XBRL.
Under the amendments, the use of Inline XBRL will be mandatory for
operating companies and funds. As an alternative, we could allow but
not require the use of Inline XBRL for financial statement information
and/or for risk/return summaries. Compared to the amendments, a
voluntary approach could have lower costs for those filers and filing
agents that do not believe Inline XBRL to be cost-efficient and would
not transition to Inline XBRL.\279\ However, a voluntary approach would
also reduce potential benefits to data users, including potential data
quality improvements and the ability to view contextual information
about XBRL disclosures, compared to mandatory Inline XBRL, to the
extent that Inline XBRL use would be more widespread under a mandatory
approach than a voluntary one. In this regard, even if Inline XBRL is
ultimately more efficient and generates aggregate benefits for filers
and data users, individual filers may fail to voluntarily transition to
Inline XBRL, resulting in a lower rate of Inline XBRL use under a
voluntary approach than under a mandatory approach. This may occur for
several reasons. A lack of awareness of new technology and inertia are
common hurdles to market-wide adoption in voluntary regimes. In
addition, coordination problems, as well as the existence of network
externalities related to the majority of filers utilizing a particular
technology, may lower the rate of voluntary adoption. Because
individual filers do not internalize the aggregate benefits of Inline
XBRL to other filers and data users, from an individual filer's
standpoint, it may be optimal to delay the one-time adjustment of
workflow processes

[[Page 40868]]

required to transition to Inline XBRL until other filers transition to
Inline XBRL, in order to take advantage of potential future gains in
Inline XBRL preparation experience and reductions in Inline XBRL
preparation cost due to economies of scale. Because the industry is
currently utilizing a non-Inline XBRL specification, until there is an
impetus for coordinated transition, the rate of voluntary adoption of
Inline XBRL may remain modest.\280\ In addition, under a voluntary
alternative, to the extent that some filers use the Inline XBRL format
while others use the XBRL format, data users would have to maintain
indefinitely the capabilities to extract both XBRL and Inline XBRL
data, although we expect the incremental costs of maintaining both
capabilities would be minimal.
---------------------------------------------------------------------------

\279\ See note 230 above.
\280\ See note 59 above.
---------------------------------------------------------------------------

The amendments eliminate the 15 business day filing period for fund
risk/return summary XBRL information. As an alternative, we could
modify rather than eliminate the 15 business day filing period. For
example, one commenter suggested that shortening the filing period to
10 business days would not result in a significant burden to funds
while another commenter suggested shortening the filing period to 7
days.\281\ These alternatives present a tradeoff between the
flexibility that the filing period provides and the timeliness of the
availability of risk/return summary XBRL information to data users.
Compared to the elimination of the XBRL filing period under the
amendments, the alternatives of a 7- or 10-business day filing period
would reduce the benefits to investors and other data users from
receiving more timely information on fund expenses, risks, and returns
in XBRL. Further, because Inline XBRL involves embedding tags into the
HTML document, once a filer transitions to Inline XBRL, the relevance
of preserving the separate XBRL filing period is reduced and the
incremental benefits to the filer of an extended filing period are
likely to be attenuated.
---------------------------------------------------------------------------

\281\ See notes 138-139 above.
---------------------------------------------------------------------------

The amendments eliminating the 15 business day filing period for
funds do not change the liability provisions related to the Interactive
Data File. As an alternative, we could temporarily modify the liability
provisions pertaining to risk/return summary information XBRL data
following the elimination of the 15 business day filing period, as
suggested by one commenter.\282\ This alternative would temporarily
reduce the costs to funds of liability for errors and omissions in
risk/return summary information XBRL data, potentially decreasing the
initial transition cost. However, given the extended period under the
amendments for complying with the Inline XBRL requirement and the
elimination of the 15 business day period, the benefit to funds from
this alternative may be limited. Further, to the extent that this
alternative could potentially weaken the incentives of filers to review
XBRL data for accuracy during the temporary modified liability period,
it could negatively impact data users.
---------------------------------------------------------------------------

\282\ See letter from Federated II.
---------------------------------------------------------------------------

IV. Other Matters

If any of the provisions of these rules, or the application thereof
to any person or circumstance, is held to be invalid, such invalidity
shall not affect other provisions or application of such provisions to
other persons or circumstances that can be given effect without the
invalid provision or application.

V. Paperwork Reduction Act

A. Background

The amendments concern existing XBRL data rules that contain
collection of information requirements within the meaning of the PRA.
The Commission published a notice requesting comment on changes to
these collection of information requirements in the Inline XBRL
Proposing Release, and the Commission submitted these changes to the
Office of Management and Budget (``OMB'') for review in accordance with
the PRA.\283\ The titles for the affected collections of information
are:
---------------------------------------------------------------------------

\283\ 44 U.S.C. 3507(d) and 5 CFR 1320.11.

``Interactive Data'' (OMB Control No. 3235-0645); and
``Mutual Fund Interactive Data'' (OMB Control No. 3235-0642).

These collections of information require operating company and fund
filers to submit specified information to the Commission as an exhibit
to their current and periodic reports and registration statements and
post it on their websites, if any, in interactive data format. The
information required is referred to as an Interactive Data File. The
amendments will require operating company and fund filers, on a phased
in basis, to embed part of the Interactive Data File within an HTML
document using Inline XBRL and include the rest in an exhibit to that
document. The amendments also will eliminate the current website
posting requirements.
The primary purpose of the amendments is to improve the usefulness
and quality of, and, over time, to decrease the cost of preparing for
submission, certain information filers are required to submit to the
Commission in interactive data form. Compliance with the amendments
will be mandatory according to the phase-in schedule. Responses to the
collections of information will not be kept confidential by the
Commission and there is no mandatory retention period for the
collections of information. An agency may not conduct or sponsor, and a
person is not required to respond to, a collection of information
requirement unless it displays a currently valid OMB control number.

B. Summary of Comment Letters and Revisions to Proposals

In the Inline XBRL Proposing Release, the Commission requested
comment on our PRA burden hour and cost estimates and the analysis used
to derive such estimates. We did not receive any comments that provided
quantitative estimates concerning our PRA analysis and burden estimates
of the amendments. However, several commenters that specifically
addressed risk/return summary Inline XBRL requirements stated that the
Commission may have underestimated the burden of initial transition to
Inline XBRL.\284\ Therefore, we are revising upward our estimate of the
burden of initial transition to Inline XBRL for funds, as described in
greater detail below. Further, in response to commenter concerns, we
are modifying the compliance dates for funds and providing funds an
additional year after the effective date of the amendments to comply
with the Inline XBRL requirements. Therefore, we are revising the
calculation of the average aggregate change in burden during the three-
year period after the effective date of the amendments to reflect the
modified phase-in. The other modifications to the proposal are not
expected to affect burden estimates for the purposes of the PRA. We
also are revising the estimate of the number of operating company and
fund filers to reflect more recent information.
---------------------------------------------------------------------------

\284\ See letters from Federated I and II, ICI I and II, and
USBFS.
---------------------------------------------------------------------------

C. Reporting and Cost Burden Estimates

1. Registration Statement and Periodic Reporting
Form S-1 (OMB Control No. 3235-0065), Form S-3 (OMB Control No.
3235-0073), Form S-4 (OMB Control No. 3235-0324), and Form S-11 (OMB
Control No. 3235-0067) prescribe information that a filer must disclose
to register certain offers and sales of

[[Page 40869]]

securities under the Securities Act. Form F-1 (OMB Control No. 3235-
0258), Form F-3 (OMB Control No. 3235-0256), Form F-4 (OMB Control No.
3235-0325), and Form F-10 (OMB Control No. 3235-0380) prescribe
information that an FPI must disclose to register certain offers and
sales of securities under the Securities Act. Form 10-K (OMB Control
No. 3235-0063) prescribes information that a filer must disclose
annually to the market about its business. Form 10-Q (OMB Control No.
3235-0070) prescribes information that a filer must disclose quarterly
to the market about its business. Form 10 (OMB No. 3235-0064)
prescribes information that a filer must disclose when registering a
class of securities pursuant to the Exchange Act. Form 8-K (OMB No.
3235-0060) prescribes information an issuer must disclose to the market
upon the occurrence of certain specified events and enables an issuer
to disclose other information voluntarily. Form 20-F (OMB Control No.
3235-0288) and Form 40-F (OMB No. 3235-0381) are used by an FPI both to
register a class of securities under the Exchange Act as well as to
provide its annual report required under the Exchange Act. Form 6-K
(OMB No. 3235-0116) prescribes information that an FPI must disclose
regarding certain specified changes to its business and securities
pursuant to the Exchange Act and enables an issuer to disclose other
information voluntarily. The information required by the Interactive
Data collection of information corresponds to specified financial
information required by these forms.
Form N-1A (OMB Control No. 3235-0307) is used by funds to register
under the Investment Company Act and to offer their securities under
the Securities Act. The information required by the Mutual Fund
Interactive Data collection of information corresponds to specified
risk/return summary information now required by Form N-1A and is
required to appear in exhibits to registration statements on Form N-1A
and Rule 497 submissions and on fund websites. Although the Mutual Fund
Interactive Data filing requirements are included in Form N-1A, the
Commission has separately reflected the burden for these requirements
in the burden estimate for Mutual Fund Interactive Data and not in the
burden for Form N-1A.
We continue to estimate that the Inline XBRL requirement for
financial statement information will result in an initial increase in
the existing internal burden of XBRL requirements (56 hours per
response) by eight hours to switch to Inline XBRL. This increase in
burden will be borne only for the initial response that uses Inline
XBRL. We also continue to estimate that reductions in review time will
result in a decrease of two hours per response in the existing internal
burden, beginning with the initial response and continuing on an
ongoing basis.\285\ We further estimate that the average filer will
incur a small increase in external cost of $5 per response (from $6,170
to $6,175) on an ongoing basis, beginning in the first year of
compliance for its phase-in category. In the Inline XBRL Proposing
Release we estimated that there would be 38,705 responses per year by
8,601 filers.\286\ Based on more recent information on the number of
filers, we estimate that there will be 37,418 responses per year by
8,315 filers.\287\ Based on the number of filers that we expect to be
phased in during each of the first three years under the
requirements,\288\ the number of filings that we expect those filers to
make that will require interactive data, and the internal burden hour
and external cost estimates per response discussed above, we estimate
that, over the first three years of the Inline XBRL requirements,
switching to the Inline XBRL format will decrease the aggregate average
yearly burden of financial statement information XBRL requirements by
20,455 hours of in-house personnel time \289\ and increase the
aggregate average yearly cost of services of outside professionals by
$106,640.\290\
---------------------------------------------------------------------------

\285\ Thus, for the initial response using Inline XBRL, we
estimate that filers will experience a net increase in internal
burden of 6 hours (8 hours-2 hours = 6 hours).
\286\ See Inline XBRL Proposing Release, at 14301, n. 200. 8,601
filers x 4.5 responses per filer = 38,705 responses per year.
\287\ See note 49 above. We continue to estimate that there will
be 4.5 responses per filer per year. 8,315 filers x 4.5 responses
per filer = 37,418 responses.
\288\ Based on staff analysis of Form 10-K, 10-Q, 20-F, and 40-F
filings and amendments to them filed during calendar year 2017,
approximately 26% of filers were large accelerated filers and
approximately 19% of filers were accelerated filers. For purposes of
this estimate, we assume that these percentages are representative
of the percentages of filers in different phase-in categories.
\289\ The first response is estimated to incur a net additional
burden of six hours per response and the remaining responses are
estimated to incur a net decrease in burden of two hours per
response. The calculation below considers the aggregate average
yearly change in internal burden incurred by each of the three
categories of filers during the first three years of the Inline XBRL
requirements. Filers that are phased in during year two are assumed
to incur no change in burden during year one. Filers that are phased
in during year three are assumed to incur no change in burden during
years one and two.
Filers phased in during year one: 8,315 x 26%. Average yearly
change in internal burden per filer: [6 + (3.5 + 4.5 + 4.5) x (-2)]/
3 = -6.33 hours. Aggregate average yearly change in internal burden
for filers phased in during year one: 8,315 x 26% x (-6.33 hours) =
-13,685 hours.
Filers phased in during year two: 8,315 x 19%. Average yearly
change in internal burden per filer: [0 + 6 + (3.5 + 4.5) x (-2)]/3
= -3.33 hours. Aggregate average yearly change in internal burden
for filers phased in during year two: 8,315 x 19% x (-3.33 hours) =
-5,261 hours.
Filers phased in during year three: 8,315 x 55%. Average yearly
change in internal burden per filer: [0 + 0 + 6 + 3.5 x (-2)]/3 = -
0.33 hours. Aggregate average yearly change in internal burden for
filers phased in during year three: 8,315 x 55% x (-0.33 hours) = -
1,509 hours.
Aggregate average yearly change in internal burden: -13,685-
5,261-1,509 = -20,455 hours.
\290\ Filers are estimated to incur an additional $5 per
response beginning with the first year of compliance for their
phase-in category. The calculation below considers the aggregate
average yearly change in external cost incurred by each of the three
categories of filers during the first three years of the Inline XBRL
requirements. Filers that are phased in during year two are assumed
to incur no change in external cost during year one. Filers that are
phased in during year three are assumed to incur no change in
external cost during years one and two.
Filers phased in during year one: 8,315 x 26%. Average yearly
change in external cost per filer: [$5 x 3 x 4.5]/3 = $22.50.
Aggregate average yearly change in external cost for filers phased
in during year one: 8,315 x 26% x $22.50 = $48,643.
Filers phased in during year two: 8,315 x 19%. Average yearly
change in external cost per filer: [$0 + $5 x 2 x 4.5]/3 = $15.00.
Aggregate average yearly change in external cost for filers phased
in during year two: 8,315 x 19% x $15.00 = $23,698.
Filers phased in during year three: 8,315 x 55%. Average yearly
change in external cost per filer: [$0 + $0 + $5 x 4.5]/3 = $7.50.
Aggregate average yearly change in external cost for filers phased
in during year three: 8,315 x 55% x $7.50 = $34,299.
Aggregate average yearly change in external cost: $48,643 +
$23,698 + $34,299 = $106,640.
---------------------------------------------------------------------------

The elimination of the website posting requirement also is expected
to reduce the paperwork burden of the financial statement information
XBRL requirements. The Commission previously estimated that operating
companies would incur an average of approximately four burden hours per
filer per year to post interactive data to their websites. Based on the
updated estimate of 8,315 filers, we estimate that the elimination of
the website posting requirement will decrease the aggregate average
yearly burden on operating company filers by 33,260 hours.\291\
---------------------------------------------------------------------------

\291\ 8,315 x (-4) = -33,260 hours.
---------------------------------------------------------------------------

The Commission previously estimated the aggregate average yearly
burden of the existing XBRL requirements for operating companies as
2,167,480 hours of in-house personnel time \292\ and $238,809,850 in
the cost of services of outside professionals.\293\ Using more recent
information on the number of filers, the aggregate average yearly
burden of the existing XBRL

[[Page 40870]]

requirements for operating companies would be 2,095,408 hours of in-
house personnel time \294\ and $230,869,060 in the cost of services of
outside professionals.\295\ We estimate that in the first three years
of the Inline XBRL requirements, the aggregate average yearly burden of
XBRL requirements for operating companies will be 2,041,693 hours of
in-house personnel time \296\ and $230,975,700 in the cost of services
of outside professionals,\297\ which represents a decrease of 53,715
hours of in-house personnel time \298\ and an increase of $106,640 in
the cost of services of outside professionals,\299\ or a decrease of
6.46 hours of in-house personnel time per filer \300\ and an increase
of $12.83 in the cost of services of outside professionals per
filer.\301\
---------------------------------------------------------------------------

\292\ 8,601 x 4.5 = 38,705 responses. 38,705 responses x 56
hours per response = 2,167,480 hours.
\293\ 8,601 x 4.5 = 38,705 responses. 38,705 responses x $6,170
per response = $238,809,850.
\294\ 8,315 x 4.5 = 37,418 responses. 37,418 responses x 56
hours per response = 2,095,408 hours.
\295\ 8,315 x 4.5 = 37,418 responses. 37,418 responses x $6,170
per response = $230,869,060.
\296\ 2,095,408-53,715 = 2,041,693 hours. See note 294 above and
note 298 below.
\297\ $230,869,060 + $106,640 = $230,975,700. See notes 290 and
295 above.
\298\ -20,455-33,260 = -53,715 hours. See notes 289 and 291
above.
\299\ See note 290 above.
\300\ -53,715 hours/8,315 filers = -6.46 hours per filer. See
notes 49 and 298 above.
\301\ $106,640/8,315 filers = $12.83 per filer. See notes 49 and
290 above.
---------------------------------------------------------------------------

With respect to fund risk/return summaries, the Commission
previously estimated that each fund will submit one Interactive Data
File as an exhibit to a registration statement or a post-effective
amendment thereto, and that 36% of funds will submit an additional
Interactive Data File as an exhibit to a filing pursuant to Rule 485(b)
or Rule 497. The Commission also previously estimated that (1) tagging
and submitting fund risk/return data in XBRL format requires 11 hours
per response, and (2) posting interactive data to the fund website
requires one additional hour per response. In addition, the Commission
previously estimated an external cost burden of $890 for the cost of
goods and services purchased to comply with the current Interactive
Data requirements, such as for software and/or the services of
consultants and filing agents. The cost burden does not include the
cost of the hour burden described above.
In the Inline XBRL Proposing Release, the Commission estimated that
there would be 15,104 responses per year by 11,106 funds.\302\ Based on
updated industry figures on the number of funds, we estimate that there
will be 15,206 responses per year by 11,181 funds.\303\
---------------------------------------------------------------------------

\302\ See Inline XBRL Proposing Release, at 14302, n. 217.
\303\ See note 50 above. We continue to estimate that there will
be 1.36 responses per fund per year. 11,181 funds x 1.36 responses =
15,206 responses.
One commenter estimated that it prepared approximately 336 XBRL
filings during the past calendar year. See letter from Federated II.
In its 2017 letter, the commenter stated that it had 123 mutual
funds. See letter from Federated I. This results in an estimate of
approximately 2.73 (336/123) filings per fund per year. However, we
are not able to determine whether this commenter's estimate of the
average number of filings per fund is representative of other fund
complexes. A comparable estimate for other filers is not readily
obtainable from XBRL filings data since a number of XBRL filings
report risk/return summary information for more than one fund.
---------------------------------------------------------------------------

The Inline XBRL Proposing Release also estimated that the Inline
XBRL requirement for risk/return summary information would result in an
initial increase in internal burden by two hours to switch to Inline
XBRL. Commenters did not provide quantitative estimates of the impact
of Inline XBRL on the burden of XBRL preparation for risk/return
summaries. However, after considering qualitative input from some
commenters that indicated the Commission may have underestimated the
cost of transition to Inline XBRL for funds,\304\ we are revising the
estimate of the increase in internal burden for funds from two hours to
four hours for the initial response. We continue to estimate that this
increase in burden will be borne only for the initial response that
uses Inline XBRL. Further, we continue to estimate that there will be a
reduction in review time that will result in a decrease in internal
burden of approximately 0.5 hours per response, beginning with the
initial response and continuing on an ongoing basis.\305\ We are
postponing the phase-in for funds by one additional year after the
effective date of the amendments. Based on the estimate of 11,181
funds,\306\ and accounting for the modifications to the phase-in of
different filer categories, we estimate that the aggregate average
yearly internal burden of risk/return summary information XBRL
requirements will increase by 11,537 hours of in-house personnel
time.\307\ We also continue to estimate that the average fund will
incur an increase in software costs of $10 per year on an ongoing
basis, beginning in the first year of compliance for its phase-in
category with the Inline XBRL requirement. Based on the estimate of
11,181 funds,\308\ we estimate that the Inline XBRL requirement will
result in an increase of $49,557 in the aggregate average yearly cost
of services of outside professionals.\309\
---------------------------------------------------------------------------

\304\ See letters from Federated I and II; ICI I and II; and
USBFS.
\305\ Thus, for the initial response using Inline XBRL, we
estimate that funds will experience a net increase in hour burden of
3.5 hours (4.0 hours-0.5 hours = 3.5 hours).
\306\ See note 50 above and accompanying text.
\307\ The calculation below considers the aggregate average
yearly change in burden incurred by each of the two categories of
funds during the first three years under the amendments. Based on
staff analysis of data obtained from Morningstar Direct, as of May
2018, we estimate that a $1 billion asset threshold for groups of
related investment companies will provide an extended compliance
period to approximately two-thirds, or approximately 67%, of all
mutual funds affected by the Inline XBRL requirements. See note 150
and accompanying text.
Funds that are phased in during year two are assumed to incur no
change in burden in year one. Funds that are phased in during year
three are assumed to incur no change in burden in years one and two.
Funds phased in during year two: 33% x 11,181 funds = 3,690
funds. Aggregate average yearly change in internal burden for funds
phased in during year one: 3,690 funds x {[0 + 3.5 + (0.36 + 1.36) x
(-0.5)]/3{time} hours per fund = 3,247 hours.
Funds phased in during year three: 67% x 11,181 funds = 7,491
funds. Aggregate average yearly change in internal burden for funds
phased in during year two: 7,491 funds x {[0 + 0 + 3.5 + (0.36) x (-
0.5)]/3{time} hours per fund = 8,290 hours.
Aggregate average yearly change in burden: 3,247 + 8,290 =
11,537 hours.
\308\ See note 50 above and accompanying text.
\309\ Funds are estimated to incur an additional $10 per year
beginning with the first year of compliance for their phase-in
category. The calculation below considers the aggregate average
yearly change in external cost incurred by each of the two
categories of funds during the first three years under the
amendments. See note 307 above.
Funds phased in during year two: 33% x 11,181 funds = 3,690
funds. Average yearly change in external cost per fund: [$0 + $10 +
$10]/3 = $6.67 per fund. Aggregate average yearly change in external
cost for all funds phased in during year one: 3,690 funds x $6.67
per fund = $24,612.
Funds phased in during year three: 67% x 11,181 funds = 7,491
funds. Average yearly change in external cost per fund: [$0 + $0 +
$10]/3 = $3.33 per fund. Aggregate average yearly change in external
cost for all funds phased in during year two: 7,491 funds x $3.33
per fund = $24,945.
Aggregate average yearly change in external cost: $24,612 +
$24,945 = $49,557.
---------------------------------------------------------------------------

The elimination of the website posting requirements is expected to
reduce the paperwork burden for funds by one hour per response. We
therefore estimate that the elimination of the website posting
requirements will decrease the aggregate average yearly burden on funds
by 15,206 hours of in-house personnel time or 1.36 hours per fund.\310\
---------------------------------------------------------------------------

\310\ 15,206 responses x (-1) hour per response = -15,206 hours.
1.36 responses per fund x (-1) hour per response = -1.36 hours
per fund.
---------------------------------------------------------------------------

The Commission previously estimated that the existing risk/return
summary information XBRL requirements require funds to expend 181,248
hours of in-house personnel time and $9,884,340 in the cost of services
of outside professionals per year, based on an

[[Page 40871]]

estimate of 11,106 funds.\311\ Based on updated industry figures, the
existing XBRL requirements for funds will require 182,472 hours of in-
house personnel time and $9,951,090 in the cost of services of outside
professionals.\312\ We estimate that in the first three years under the
amendments, the aggregate average yearly burden of XBRL requirements
for funds will decrease to 178,803 hours of in-house personnel time
\313\ and the aggregate average yearly cost of services of outside
professionals will increase to $10,000,647,\314\ which represents a
decrease of 3,669 hours of in-house personnel time \315\ and an
increase of $49,557 in the cost of services of outside
professionals,\316\ or a decrease of 0.33 hours of in-house personnel
time per filer \317\ and an increase of $4.43 in the cost of services
of outside professionals per filer.\318\
---------------------------------------------------------------------------

\311\ See Inline XBRL Proposing Release, nn. 219-220.
15,104 responses x (11 + 1) hours per response = 181,248 hours.
11,106 funds x $890 per fund = $9,884,340.
\312\ See note 303 above. 15,206 responses x (11 + 1) hours per
response = 182,472 hours.
11,181 funds x $890 per fund = $9,951,090.
\313\ 182,472-15,206 + 11,537 = 178,803 hours. See notes 307,
310, and 312 above.
\314\ $9,951,090 + $49,557 = $10,000,647. See notes 309 and 312
above.
\315\ -15,206 + 11,537 =-3,669 hours. See notes 307 and 310
above.
\316\ See note 309 above.
\317\ -3,669 hours/11,181 filers =-0.33 hours per filer. See
notes 50 and 315 above.
\318\ $49,557/11,181 filers = $4.43 per filer. See notes 50 and
309 above.
---------------------------------------------------------------------------

We are submitting these revised burden estimates to OMB for review
in accordance with the PRA and its implementing regulations.\319\
---------------------------------------------------------------------------

\319\ 44 U.S.C. 3507(d); 5 CFR 1320.11.
---------------------------------------------------------------------------

2. Regulation S-K and Regulation S-T
Regulation S-K (OMB Control No. 3235-0071) specifies information
that must be provided in filings under both the Securities Act and the
Exchange Act. Regulation S-T (OMB Control No. 3235-0424) specifies the
requirements that govern the electronic submission of documents. The
amendments will revise rules under Regulations S-K and S-T. Any changes
in the paperwork burden arising from these amendments, however, will be
reflected in the Interactive Data collection of information and the
Mutual Fund Interactive Data collection of information. The rules in
Regulations S-K and S-T do not impose any separate burden. We assign
one burden hour each to Regulations S-K and S-T for administrative
convenience to reflect the fact that these regulations do not impose
any direct burden on filers.\320\
---------------------------------------------------------------------------

\320\ For purposes of the PRA, we estimate that no funds
participate in the 2005 XBRL Voluntary Program each year. This
information collection, therefore, imposes no paperwork burden. The
proposed termination of the program will therefore not result in
changes in burden, except the elimination of one hour associated
with this information collection for administrative purposes.
---------------------------------------------------------------------------

VI. Final Regulatory Flexibility Act Analysis

This Final Regulatory Flexibility Analysis (``FRFA'') has been
prepared in accordance with the Regulatory Flexibility Act
(``RFA'').\321\ This FRFA relates to amendments that will require
operating companies to provide financial statement information and
funds to provide risk/return summary information to the Commission in
the Inline XBRL format.
---------------------------------------------------------------------------

\321\ 5 U.S.C. 601 et seq.
---------------------------------------------------------------------------

A. Need for, and Objectives of, the Final Amendments

The primary reason for, and objective of, these amendments is to
improve the usefulness and quality of, and, over time, to decrease the
cost of preparing for submission, certain information that filers are
required to submit to the Commission in interactive data form. The need
for, and objectives of, the final amendments are discussed in more
detail in Section III.A above.

B. Significant Issues Raised by Public Comments

In the Inline XBRL Proposing Release, the Commission requested
comment on any aspect of the Initial Regulatory Flexibility Analysis
(``IRFA''), including the number of small entities that would be
affected by the proposed rules, the nature of the impact, and how to
quantify the impact of the amendments. We did not receive comments
specifically addressing the IRFA. Several commenters, however,
addressed aspects of the proposed amendments that could potentially
affect small entities. In particular, several commenters expressed
concern that the proposed transition to Inline XBRL will have a
relatively greater impact on smaller filers. To facilitate transition
for smaller filers, the majority of the commenters that addressed this
issue supported a phase-in period.\322\ Several commenters also
recommended that Form 10-Q filers not be required to file Form 10-K in
Inline XBRL until after they have filed Form 10-Q in Inline XBRL.\323\
Several commenters opposed requiring Inline XBRL for some or all
filers.\324\ A few commenters that specifically discussed risk/return
summaries expressed concern about the burden to filers of the initial
transition to Inline XBRL and the elimination of the 15 business day
filing period.\325\
---------------------------------------------------------------------------

\322\ See notes 157-158 above.
\323\ See note 161 above.
\324\ See note 83 above.
\325\ See note 115 above. One of these commenters specifically
mentioned the concern that the requirement would impose costs on
smaller registrants. See letter from USBFS.
---------------------------------------------------------------------------

To alleviate the potential impact of transition to Inline XBRL on
smaller operating company filers, we are adopting, as proposed, the
phased compliance dates that defer the Inline XBRL requirement until
the fourth year after the effective date for non-accelerated filers
that prepare their financial statements in accordance with U.S. GAAP.
In a modification from the proposal, in response to comments, and to
further alleviate the potential impact of transition for all domestic
form filers, including small entities, domestic form filers will be
required to comply beginning with their first Form 10-Q for a fiscal
period ending on or after the applicable compliance date, as opposed to
the first filing for a fiscal period ending on or after that date, to
enable filers to gain experience with Inline XBRL through less complex
filings.
Further, to alleviate the potential impact of transition to Inline
XBRL on smaller fund filers, we are postponing the proposed phased
compliance dates to defer the Inline XBRL requirement by an additional
year. To facilitate XBRL submissions, as proposed, and consistent with
commenter input, we are permitting concurrent submission of risk/return
summary XBRL data with certain post-effective amendments under Rule
485(b).

C. Small Entities Subject to the Amendments

The amendments will affect some small entities. The RFA defines
``small entity'' to mean ``small business'', ``small organization'', or
``small governmental jurisdiction''.\326\ For purposes of the RFA,
under our rules, an entity, other than an investment company, is a
``small business'' or ``small organization'' if it had total assets of
$5 million or less on the last day of its most recent fiscal year.\327\
We estimate that there are approximately 1,163 filers, other than
investment companies, that may be considered small entities and are
subject to the amendments.\328\ All of these filers will

[[Page 40872]]

be required to comply with the amendments by the end of the phase-in.
---------------------------------------------------------------------------

\326\ 5 U.S.C. 601(6).
\327\ 17 CFR 240.0-10(a).
\328\ This estimate is based on staff analysis of XBRL data
submitted by filers, other than co-registrants, with EDGAR filings
of Forms 10-K, 20-F, and 40-F and amendments filed during the
calendar year 2017.
---------------------------------------------------------------------------

In addition, for purposes of the RFA, an investment company,
including a BDC, 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.\329\ We estimate that, as of December 31, 2017, there were
54 open-end investment companies that would be considered small
entities, including open-end ETFs.\330\
---------------------------------------------------------------------------

\329\ 17 CFR 270.0-10(a).
\330\ This estimate is derived from an analysis of data obtained
from Morningstar Direct as well as data reported on Form N-SAR filed
with the Commission for the period ending December 31, 2017.
---------------------------------------------------------------------------

D. Projected Reporting, Recordkeeping and Other Compliance Requirements

All filers subject to the amendments currently are required to file
an Interactive Data File entirely as an exhibit to their Commission
filings. Under the amendments, filers will be required to embed part of
the Interactive Data File within an HTML document using Inline XBRL and
include the rest in an exhibit to that document. The requirement to use
Inline XBRL will result in a small initial switching cost for filers
but, as discussed in Sections III.B.1.a and V.C above, overall, for
most filers, we anticipate that the use of Inline XBRL will, over time,
reduce the ongoing internal burden of compliance with the XBRL
requirements due to the removal of the requirement to include the
entire Interactive Data File within an exhibit and slightly increase
the external cost burden of compliance with the XBRL requirements due
to modifications to XBRL preparation software.\331\ We also expect that
the adopted elimination of the requirements to post the Interactive
Data File on filers' websites will reduce their compliance costs.\332\
---------------------------------------------------------------------------

\331\ See notes 300, 301, 317, and 318 above.
\332\ See notes 291 and 310 above.
---------------------------------------------------------------------------

The Inline XBRL requirement is expected to result in an initial
cost of transition for filers when the requirement is implemented. The
professional skills necessary for this requirement may be developed
internally by filers or outsourced to third-party vendors. To that end,
filer costs may include obtaining Inline XBRL preparation software or
service capabilities from their own or third-party sources. Filers that
already use their own or third-party Inline XBRL enabled filing
solutions or filing solutions that can readily be modified to
accommodate the Inline XBRL format are expected to incur a minimal
initial cost.\333\ Although we recognize the likelihood of somewhat
greater initial costs being incurred by filers that do not use such
filing solutions, we believe that the initial cost of transition to
Inline XBRL for those filers will still be small. In particular, we
expect the cost to be small because the amendments consist primarily of
an electronic format change. The amendments do not modify the substance
of the XBRL requirements and thus do not affect the disclosure mapping
process, which precedes the creation of the XBRL submission and
accounts for the overwhelming majority of the XBRL preparation burden.
---------------------------------------------------------------------------

\333\ See notes 61-62 above.
---------------------------------------------------------------------------

Inline XBRL cannot be used with the ASCII format. Thus, filers that
prepare the Related Official Filing in ASCII will incur additional
costs of switching to HTML, and any fixed costs of such a change will
have a relatively greater effect on smaller entities. We continue to
believe that such costs will be minimal. First, a relatively small
proportion of filers will have to switch to HTML as a result of the
amendments.\334\ Second, the average costs of switching from ASCII to
HTML are expected to be small because the software tools to prepare and
file documents in HTML are widely used and the incremental cost of HTML
features is minimal.\335\ We continue to believe that the remaining
impact on smaller ASCII filers, if any, will be alleviated by the
phase-in.
---------------------------------------------------------------------------

\334\ See notes 238-241 above and accompanying text.
\335\ See note 242 above.
---------------------------------------------------------------------------

The amendments are discussed in detail in Section III.A above. We
discuss the economic impact, including the estimated compliance costs
and burdens, of the amendments in Section III.B and Section V above.

E. Agency Action To Minimize Effect on Small Entities

The RFA directs us to consider alternatives that would accomplish
the stated objectives of our amendments, while minimizing any
significant adverse impact on small entities. Specifically, we
considered the following alternatives: (1) Establishing different
compliance or reporting requirements or timetables that take into
account the resources available to small entities; (2) clarifying,
consolidating, or simplifying compliance and reporting requirements for
small entities under the amendments; (3) using performance rather than
design standards; and (4) exempting small entities from coverage of all
or part of these amendments.
The amendments include different compliance schedules for operating
companies, with a three-year phase-in based on filer size and use of
accounting principles. Operating company small entities will not be
subject to the Inline XBRL requirements until the final year of the
phase-in. This different compliance timetable will enable smaller
filers to defer the burden of any additional cost, learn from filers
that comply earlier, and take advantage of any increases in the quality
or decreases in the price of Inline XBRL preparation services or
software that arise from expertise or competition that develops prior
to their compliance date. Commenters generally supported the proposed
phased approach to compliance. Additionally, in response to comments,
we are changing the phase-in for operating company filers to start with
a Form 10-Q filing, which will simplify the initial compliance and
reporting requirement for all domestic form filers, including small
entities.
With respect to fund filers, the amendments similarly include
different compliance schedules for funds based on filer size. The
amendments extend the phase-in by an additional year relative to the
proposal in response to commenter suggestions and concerns about the
burden of transition for smaller funds. Thus, fund small entities will
not be subject to the Inline XBRL requirements or the elimination of
the 15 business day filing period until three years after the effective
date of the amendments.
The elimination of the website posting requirements also will
consolidate and simplify the compliance and reporting requirements for
all operating companies and funds with respect to their interactive
data. We do not believe that further clarification, consolidation, or
simplification for small entities is appropriate because we believe
that phased mandatory conversion of all filers to Inline XBRL is
necessary to realize the benefits of Inline XBRL to data users.
We are not adopting a partial or complete exemption from the Inline
XBRL requirements or the use of performance rather than design
standards for filers that are small entities because we believe that
the long-term, consistent use of Inline XBRL may reduce the time and
effort required to prepare XBRL filings, simplify the review process
for filers, and improve the usefulness and quality of XBRL data,
thereby benefiting investors, other

[[Page 40873]]

market participants, and other data users and potentially increasing
the use of XBRL data. We also note that the elimination of the website
posting requirements is expected to decrease the burden on all filers,
including small entities.

VII. Statutory Basis

The amendments contained in this document are being adopted under
the authority set forth in Sections 7, 10, and 19(a) of the Securities
Act; \336\ Sections 3, 12, 13, 15(d), 23(a), and 35A of the Exchange
Act; \337\ Sections 8, 24, 30, and 38 of the Investment Company Act;
\338\ and Section 3(a) of the Sarbanes-Oxley Act.\339\
---------------------------------------------------------------------------

\336\ 15 U.S.C. 77g, 77j and 77s(a).
\337\ 15 U.S.C. 78c, 78l, 78m, 78o(d), 78w(a) and 78ll.
\338\ 15 U.S.C. 80a-8, 80a-24, 80a-29 and 80a-37.
\339\ Public Law 107-204, 116 Stat. 745.
---------------------------------------------------------------------------

Text of the Final Rule and Form Amendments

List of Subjects

17 CFR Part 229

Reporting and recordkeeping requirements, Securities.

17 CFR Part 230

Investment companies, Reporting and recordkeeping requirements,
Securities.

17 CFR Part 232

Administrative practice and procedure, Reporting and recordkeeping
requirements, Securities.

17 CFR Parts 239 and 249

Reporting and recordkeeping requirements, Securities.

17 CFR Parts 270 and 274

Investment companies, Reporting and recordkeeping requirements,
Securities.
For the reasons stated in the preamble, the Commission is amending
title 17, chapter II of the Code of the Federal Regulations as follows:

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

0
1. The authority citation for part 229 continues to read as follows:

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, 78j-3, 78l, 78m, 78n, 78n-1, 78o, 78u-
5, 78w, 78ll, 78mm, 80a-8, 80a-9, 80a-20, 80a-29, 80a-30, 80a-31(c),
80a-37, 80a-38(a), 80a-39, 80b-11, and 7201 et seq.; 18 U.S.C. 1350;
Sec. 953(b) Pub. L. 111-203, 124 Stat. 1904 (2010); and Sec. 102,
Pub. L. 112-106, 126 Stat. 310 (2012).

0
2. Amend Sec. 229.601 by:
0
a. Removing and reserving entry (100) from the exhibit table in
paragraph (a);
0
b. Removing and reserving paragraph (b)(100); and
0
c. Revising paragraph (b)(101).
The revision reads as follows:

Sec. 229.601 (Item 601) Exhibits.

* * * * *
(b) * * *
(100) [Reserved]
(101) Interactive Data File. Where a registrant prepares its
financial statements in accordance with either generally accepted
accounting principles as used in the United States or International
Financial Reporting Standards as issued by the International Accounting
Standards Board, an Interactive Data File (Sec. 232.11 of this
chapter) is:
(i) Required to be submitted. Required to be submitted to the
Commission in the manner provided by Sec. 232.405 of this chapter if
the registrant does not prepare its financial statements in accordance
with 17 CFR 210.6-01 through 210.6-10 (Article 6 of Regulation S-X),
except that an Interactive Data File:
(A) First is required for a periodic report on Form 10-Q (Sec.
249.308a of this chapter), Form 20-F (Sec. 249.220f of this chapter),
or Form 40-F (Sec. 249.240f of this chapter), as applicable;
(B) Is required for a registration statement under the Securities
Act only if the registration statement contains a price or price range;
and
(C) Is required for a Form 8-K (Sec. 249.308 of this chapter) only
when the Form 8-K contains audited annual financial statements that are
a revised version of financial statements that previously were filed
with the Commission and that have been revised pursuant to applicable
accounting standards to reflect the effects of certain subsequent
events, including a discontinued operation, a change in reportable
segments or a change in accounting principle. In such case, the
Interactive Data File will be required only as to such revised
financial statements regardless of whether the Form 8-K contains other
financial statements.
(ii) Permitted to be submitted. Permitted to be submitted to the
Commission in the manner provided by Sec. 232.405 of this chapter if
the:
(A) Registrant does not prepare its financial statements in
accordance with 17 CFR 210.6-01 through 210.6-10 (Article 6 of
Regulation S-X); and
(B) Interactive Data File is not required to be submitted to the
Commission under paragraph (b)(101)(i) of this section.
Instruction 1 to paragraphs (b)(101)(i) and (ii): When an
Interactive Data File is submitted as provided by Sec.
232.405(a)(3)(i) of this chapter, the exhibit index must include the
word ``Inline'' within the title description for any eXtensible
Business Reporting Language (XBRL)-related exhibit.
(iii) Not permitted to be submitted. Not permitted to be submitted
to the Commission if the registrant prepares its financial statements
in accordance with 17 CFR 210.6-01 through 210.6-10 (Article 6 of
Regulation S-X).
* * * * *

PART 230--GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933

0
3. The authority citation for part 230 continues to read in part as
follows:

Authority: 15 U.S.C. 77b, 77b note, 77c, 77d, 77f, 77g, 77h,
77j, 77r, 77s, 77z-3, 77sss, 78c, 78d, 78j, 78l, 78m, 78n, 78o, 78o-
7 note, 78t, 78w, 78ll(d), 78mm, 80a-8, 80a-24, 80a-28, 80a-29, 80a-
30, and 80a-37, and Pub. L. 112-106, sec. 201(a), sec. 401, 126
Stat. 313 (2012), unless otherwise noted.
* * * * *

0
4. Amend Sec. 230.144 by revising paragraph (c)(1)(ii) and paragraphs
1.b and 2 of Note to Sec. 230.144(c) to read as follows:

Sec. 230.144 Persons deemed not to be engaged in a distribution and
therefore not underwriters.

* * * * *
(c) * * *
(1) * * *
(ii) Submitted electronically every Interactive Data File (Sec.
232.11 of this chapter) required to be submitted pursuant to Sec.
232.405 of this chapter, during the 12 months preceding such sale (or
for such shorter period that the issuer was required to submit such
files); or
* * * * *

Note to Sec. 230.144(c): * * *
1. * * *
b. Submitted electronically every Interactive Data File (Sec.
232.11 of this chapter) required to be submitted pursuant to Sec.
232.405 of this chapter, during the preceding 12 months (or for such
shorter period that the issuer was required to submit such files);
or
2. A written statement from the issuer that it has complied with
such reporting or submission requirements.

* * * * *

[[Page 40874]]

0
5. Amend Sec. 230.485 by revising paragraph (c)(3) to read as follows:

Sec. 230.485 Effective date of post-effective amendments filed by
certain registered investment companies.

* * * * *
(c) * * *
(3) A registrant's ability to file a post-effective amendment,
other than an amendment filed solely for purposes of submitting an
Interactive Data File, under paragraph (b) of this section is
automatically suspended if a registrant fails to submit any Interactive
Data File as required by General Instruction C.3.(g) of Form N-1A
(Sec. Sec. 239.15A and 274.11A of this chapter). A suspension under
this paragraph (c)(3) shall become effective at such time as the
registrant fails to submit an Interactive Data File as required by
General Instruction C.3.(g) of Form N-1A. Any such suspension, so long
as it is in effect, shall apply to any post-effective amendment that is
filed after the suspension becomes effective, but shall not apply to
any post-effective amendment that was filed before the suspension
became effective. Any suspension shall apply only to the ability to
file a post-effective amendment pursuant to paragraph (b) of this
section and shall not otherwise affect any post-effective amendment.
Any suspension under this paragraph (c)(3) shall terminate as soon as a
registrant has submitted the Interactive Data File as required by
General Instruction C.3.(g) of Form N-1A.
* * * * *

0
6. Amend Sec. 230.497 by revising the last sentence of paragraphs (c)
and (e) to read as follows:

Sec. 230.497 Filing of investment company prospectuses--number of
copies.

* * * * *
(c) * * * Investment companies filing on Form N-1A must, if
applicable pursuant to General Instruction C.3.(g) of Form N-1A, submit
an Interactive Data File (Sec. 232.11 of this chapter).
* * * * *
(e) * * * Investment companies filing on Form N-1A must, if
applicable pursuant to General Instruction C.3.(g) of Form N-1A, submit
an Interactive Data File (Sec. 232.11 of this chapter).
* * * * *

PART 232--REGULATION S-T--GENERAL RULES AND REGULATIONS FOR
ELECTRONIC FILINGS

0
7. The authority citation for part 232 continues to read in part as
follows:

Authority: 15 U.S.C. 77c, 77f, 77g, 77h, 77j, 77s(a), 77z-3,
77sss(a), 78c(b), 78l, 78m, 78n, 78o(d), 78w(a), 78ll, 80a-6(c),
80a-8, 80a-29, 80a-30, 80a-37, 7201 et seq.; and 18 U.S.C. 1350,
unless otherwise noted.
* * * * *

0
8. Amend Sec. 232.11 by revising the definition of ``Interactive Data
File'', removing the definition of ``Promptly'', revising the
definition of ``Related Official Filing'', and removing the definition
of ``XBRL-Related Documents'' to read as follows:

Sec. 232.11 Definition of terms used in part 232.

* * * * *
Interactive Data File. The term Interactive Data File means the
machine-readable computer code that presents information in eXtensible
Business Reporting Language (XBRL) electronic format pursuant to Sec.
232.405 and as specified by the EDGAR Filer Manual. When a filing is
submitted using Inline XBRL as provided by Sec. 232.405(a)(3), a
portion of the Interactive Data File is embedded into a filing with the
remainder submitted as an exhibit to the filing.
* * * * *
Related Official Filing. The term Related Official Filing means the
ASCII or HTML format part of the official filing with which all or part
of an Interactive Data File appears as an exhibit or, in the case of a
filing on Form N-1A (Sec. Sec. 239.15A and 274.11A of this chapter),
the ASCII or HTML format part of an official filing that contains the
information to which an Interactive Data File corresponds.
* * * * *

0
9. Amend Sec. 232.201 by revising paragraphs (b) and (c) to read as
follows:

Sec. 232.201 Temporary hardship exemption.

* * * * *
(b) An electronic format copy of the filed paper format document
shall be submitted to the Commission within six business days of filing
the paper format document. Failure to submit the confirming electronic
copy of a paper filing made in reliance on the temporary hardship
exemption, as required in this paragraph (b), will result in
ineligibility to use Form SF-3 (see Sec. 239.45 of this chapter). The
electronic format version shall contain the following statement in
capital letters at the top of the first page of the document:
THIS DOCUMENT IS A COPY OF THE (specify document) FILED ON (date)
PURSUANT TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION

Note 1 to paragraph (b): As provided elsewhere in this chapter,
failure to submit the confirming electronic copy of a paper filing
made in reliance on the temporary hardship exemption, as required in
paragraph (b) of this section, will result in ineligibility to use
Forms S-3, S-8, and F-3 (see Sec. Sec. 239.13, 239.16b, and 239.33
of this chapter, respectively), restrict incorporation by reference
into an electronic filing of the document submitted in paper (see
Sec. 232.303), and toll certain time periods associated with tender
offers (see Sec. Sec. 240.13e-4(f)(13) and 240.14e-1(e) of this
chapter).

Note 2 to paragraph (b): If the exemption relates to an exhibit
only, the requirement to submit a confirming electronic copy shall
be satisfied by refiling the exhibit in electronic format in an
amendment to the filing to which it relates. The confirming copy tag
should not be used. The amendment should note that the purpose of
the amendment is to add an electronic copy of an exhibit previously
filed in paper pursuant to a temporary hardship exemption.

(c) If an electronic filer experiences unanticipated technical
difficulties preventing the timely preparation and submission of an
Interactive Data File (Sec. 232.11) as required pursuant to Sec.
232.405, the electronic filer still can timely satisfy the requirement
to submit the Interactive Data File in the following manner:
(1) Substitute for the Interactive Data File exhibit a document
that sets forth the following legend:

IN ACCORDANCE WITH THE TEMPORARY HARDSHIP EXEMPTION PROVIDED BY RULE
201 OF REGULATION S-T, THE DATE BY WHICH THE INTERACTIVE DATA FILE IS
REQUIRED TO BE SUBMITTED HAS BEEN EXTENDED BY SIX BUSINESS DAYS; and
(2) Submit the required Interactive Data File no later than six
business days after the Interactive Data File originally was required
to be submitted.

Note 1 to paragraph (c): As provided elsewhere in this chapter,
electronic filers unable to submit the Interactive Data File under
the circumstances specified by paragraph (c) of this section, must
comply with the provisions of this section and cannot use Form 12b-
25 (Sec. 249.322 of this chapter) as a notification of late filing.
As also provided elsewhere in this chapter, failure to submit the
Interactive Data File as required by the end of the six-business-day
period specified by paragraph (c) of this section will result in
ineligibility to use Forms S-3, S-8, and F-3 (Sec. Sec. 239.13,
239.16b, and 239.33 of this chapter, respectively), constitute a
failure to have filed all required reports for purposes of the
current public information requirements of Sec. 230.144(c)(1) of
this chapter, and, pursuant to Sec. 230.485(c)(3) of this chapter,
suspend the ability to file post-effective amendments under Sec.
230.485(b) of this chapter.

* * * * *

0
10. Amend Sec. 232.202 by:

[[Page 40875]]

0
a. Revising paragraphs (a) introductory text, (a)(2), (b)(2) and (3),
(c)(1), and (c)(2) introductory text;
0
b. Removing paragraph (c)(3); and
0
c. Revising paragraphs (d)(1) and (2) and Notes 3 and 4 to Sec.
232.202.
The revisions read as follows:

Sec. 232.202 Continuing hardship exemption.

(a) An electronic filer may apply in writing for a continuing
hardship exemption if all or part of a filing, group of filings or
submission, other than a Form ID (Sec. Sec. 239.63, 249.446, 269.7,
and 274.402 of this chapter), a Form D (Sec. 239.500 of this chapter),
or an Asset Data File (Sec. 232.11), otherwise to be filed or
submitted in electronic format cannot be so filed or submitted, as
applicable, without undue burden or expense. Such written application
shall be made at least ten business days before the required due date
of the filing(s) or submission(s) or the proposed filing or submission
date, as appropriate, or within such shorter period as may be
permitted. The written application shall contain the information set
forth in paragraph (b) of this section.
* * * * *
(2) If the Commission, or the staff acting pursuant to delegated
authority, denies the application for a continuing hardship exemption,
the electronic filer shall file or submit the required document or
Interactive Data File in electronic format, as applicable, on the
required due date or the proposed filing or submission date, or such
other date as may be permitted.
* * * * *
(b) * * *
(2) The burden and expense involved to employ alternative means to
make the electronic submission; and/or
(3) The reasons for not submitting electronically the document,
group of documents or Interactive Data File, as well as the
justification for the requested time period.
(c) * * *
(1) Electronic filing of a document or group of documents, not
electronic submission of an Interactive Data File, then the electronic
filer shall submit the document or group of documents for which the
continuing hardship exemption is granted in paper format on the
required due date specified in the applicable form, rule or regulation,
or the proposed filing date, as appropriate and the following legend
shall be placed in capital letters at the top of the cover page of the
paper format document(s):

IN ACCORDANCE WITH RULE 202 OF REGULATION S-T, THIS (specify document)
IS BEING FILED IN PAPER PURSUANT TO A CONTINUING HARDSHIP EXEMPTION.
(2) Electronic submission of an Interactive Data File, then the
electronic filer shall substitute for the Interactive Data File exhibit
a document that sets forth one of the following legends, as
appropriate:
* * * * *
(d) * * *
(1) Electronic filing of a document or group of documents, not
electronic submission of an Interactive Data File, then the grant may
be conditioned upon the filing of the document or group of documents
that is the subject of the exemption in electronic format upon the
expiration of the period for which the exemption is granted. The
electronic format version shall contain the following statement in
capital letters at the top of the first page of the document:
THIS DOCUMENT IS A COPY OF THE (specify document) FILED ON (date)
PURSUANT TO A RULE 202(d) CONTINUING HARDSHIP EXEMPTION.
(2) Electronic submission of an Interactive Data File, then the
grant may be conditioned upon the electronic submission of the
Interactive Data File that is the subject of the exemption upon the
expiration of the period for which the exemption is granted.
* * * * *

Note 3 to Sec. 232.202: As provided elsewhere in this chapter,
failure to submit a required confirming electronic copy of a paper
filing made in reliance on a continuing hardship exemption granted
pursuant to paragraph (d) of this section will result in
ineligibility to use Forms S-3, S-8, and F-3 (see, Sec. Sec.
239.13, 239.16b, and 239.33 of this chapter, respectively), restrict
incorporation by reference into an electronic filing of the document
submitted in paper (see Sec. 232.303), and toll certain time
periods associated with tender offers (see Sec. Sec. 240.13e-
4(f)(13) and 240.14e-1(e) of this chapter).

Note 4 to Sec. 232.202: As provided elsewhere in this chapter,
failure to submit the Interactive Data File as required by Sec.
232.405 by the end of the continuing hardship exemption if granted
for a limited period of time, will result in ineligibility to use
Forms S-3, S-8, and F-3 (Sec. Sec. 239.13, 239.16b, and 239.33 of
this chapter, respectively), constitute a failure to have filed all
required reports for purposes of the current public information
requirements of Sec. 230.144(c)(1) of this chapter, and, pursuant
to Sec. 230.485(c)(3) of this chapter, suspend the ability to file
post-effective amendments under Sec. 230.485(b) of this chapter.

0
11. Amend Sec. 232.305 by revising paragraph (b) to read as follows:

Sec. 232.305 Number of characters per line; tabular and columnar
information.

* * * * *
(b) Paragraph (a) of this section does not apply to HTML documents,
Interactive Data Files (Sec. 232.11) or Interactive Data Financial
Reports (Sec. 232.11).

0
12. Revise the undesignated center heading between Sec. Sec. 232.314
and 232.401 to read as follows:

Interactive Data

Sec. Sec. 232.401 and 232.402 [Removed and Reserved]

0
13. Remove and reserve Sec. Sec. 232.401 and 232.402.

0
14. Amend Sec. 232.405 by:
0
a. Revising the section heading;
0
b. Removing Preliminary Notes 1, 2, and 3;
0
c. Adding introductory text;
0
d. Revising the heading of paragraph (a) and paragraphs (a)(1) and (2);
0
e. Removing paragraph (a)(4) and redesignating paragraph (a)(3) as
paragraph (a)(4);
0
f. Adding new paragraph (a)(3);
0
g. Revising newly redesignated paragraph (a)(4);
0
h. Revising the introductory text of paragraphs (d) and (e) and
paragraph (f);
0
i. Removing paragraph (g); and
0
j. Revising Note to Sec. 232.405.
The revisions and addition read as follows:

Sec. 232.405 Interactive Data File submissions.

This section applies to electronic filers that submit Interactive
Data Files. Section 229.601(b)(101) of this chapter (Item 601(b)(101)
of Regulation S-K), paragraph (101) of Part II--Information Not
Required to be Delivered to Offerees or Purchasers of Form F-10 (Sec.
239.40 of this chapter), paragraph 101 of the Instructions as to
Exhibits of Form 20-F (Sec. 249.220f of this chapter), paragraph
B.(15) of the General Instructions to Form 40-F (Sec. 249.240f of this
chapter), paragraph C.(6) of the General Instructions to Form 6-K
(Sec. 249.306 of this chapter), and General Instruction C.3.(g) of
Form N-1A (Sec. Sec. 239.15A and 274.11A of this chapter) specify when
electronic filers are required or permitted to submit an Interactive
Data File (Sec. 232.11), as further described in the note to this
section. This section imposes content, format and submission
requirements for an Interactive Data File, but does not change the
substantive content requirements for the financial and other
disclosures in the Related Official Filing (Sec. 232.11).
(a) Content, format, and submission requirements--General. * * *
(1) Comply with the content, format, and submission requirements of
this section;

[[Page 40876]]

(2) Be submitted only by an electronic filer either required or
permitted to submit an Interactive Data File as specified by Sec.
229.601(b)(101) of this chapter (Item 601(b)(101) of Regulation S-K),
paragraph (101) of Part II--Information Not Required to be Delivered to
Offerees or Purchasers of Form F-10 (Sec. 239.40 of this chapter),
paragraph 101 of the Instructions as to Exhibits of Form 20-F (Sec.
249.220f of this chapter), paragraph B.(15) of the General Instructions
to Form 40-F (Sec. 249.240f of this chapter), paragraph C.(6) of the
General Instructions to Form 6-K (Sec. 249.306 of this chapter), or
General Instruction C.3.(g) of Form N-1A (Sec. Sec. 239.15A and
274.11A of this chapter), as applicable;
(3) Be submitted using Inline XBRL:
(i) If the electronic filer is not an open-end management
investment company registered under the Investment Company Act of 1940
(15 U.S.C. 80a et seq.) and is not within one of the categories
specified in paragraph (f)(1)(i) of this section, as partly embedded
into a filing with the remainder simultaneously submitted as an exhibit
to:
(A) A filing that contains the disclosure this section requires to
be tagged; or
(B) An amendment to a filing that contains the disclosure this
section requires to be tagged if the amendment is filed no more than 30
days after the earlier of the due date or filing date of the filing and
the Interactive Data File is the first Interactive Data File the
electronic filer submits; or
(ii) If the electronic filer is an open-end management investment
company registered under the Investment Company Act of 1940 (15 U.S.C.
80a et seq.) and is not within one of the categories specified in
paragraph (f)(1)(ii) of this section, as partly embedded into a filing
with the remainder simultaneously submitted as an exhibit to a filing
that contains the disclosure this section requires to be tagged; and
(4) Be submitted in accordance with the EDGAR Filer Manual and, as
applicable, either Sec. 229.601(b)(101) of this chapter (Item
601(b)(101) of Regulation S-K), paragraph (101) of Part II--Information
Not Required to be Delivered to Offerees or Purchasers of Form F-10
(Sec. 239.40 of this chapter), paragraph 101 of the Instructions as to
Exhibits of Form 20-F (Sec. 249.220f of this chapter), paragraph
B.(15) of the General Instructions to Form 40-F (Sec. 249.240f of this
chapter), paragraph C.(6) of the General Instructions to Form 6-K
(Sec. 249.306 of this chapter), or General Instruction C.3.(g) of Form
N-1A (Sec. Sec. 239.15A and 274.11A of this chapter).
* * * * *
(d) Format--Footnotes--Generally. The part of the Interactive Data
File for which the corresponding data in the Related Official Filing
consists of footnotes to financial statements must comply with the
requirements of paragraphs (c)(1) and (2) of this section, as modified
by this paragraph (d). Footnotes to financial statements must be tagged
as follows:
* * * * *
(e) Format--Schedules--Generally. The part of the Interactive Data
File for which the corresponding data in the Related Official Filing
consists of financial statement schedules as set forth in 17 CFR
210.12-01 through 210.12-29 (Article 12 of Regulation S-X) must comply
with the requirements of paragraphs (c)(1) and (2) of this section, as
modified by this paragraph (e). Financial statement schedules as set
forth in 17 CFR 210.12-01 through 210.12-29 (Article 12 of Regulation
S-X) must be tagged as follows:
* * * * *
(f) Format--Phase-in for Inline XBRL submissions. (1) The following
electronic filers may choose to submit an Interactive Data File:
(i) In the manner specified in paragraph (f)(2) of this section
rather than as specified by paragraph (a)(3)(i) of this section: Any
electronic filer that is not an open-end management investment company
registered under the Investment Company Act of 1940 (15 U.S.C. 80a et
seq.) if it is within one of the following categories, provided,
however, that an Interactive Data File first is required to be
submitted in the manner specified by paragraph (a)(3)(i) of this
section for a periodic report on Form 10-Q (Sec. 249.308a of this
chapter) if the filer reports on Form 10-Q:
(A) A large accelerated filer (Sec. 240.12b-2 of this chapter)
that prepares its financial statements in accordance with generally
accepted accounting principles as used in the United States and none of
the financial statements for which an Interactive Data File is required
is for a fiscal period that ends on or after June 15, 2019;
(B) An accelerated filer (Sec. 240.12b-2 of this chapter) that
prepares its financial statements in accordance with generally accepted
accounting principles as used in the United States and none of the
financial statements for which an Interactive Data File is required is
for a fiscal period that ends on or after June 15, 2020; and
(C) A filer not specified in paragraph (f)(1)(i)(A) or (B) of this
section that prepares its financial statements in accordance with
either generally accepted accounting principles as used in the United
States or International Financial Reporting Standards as issued by the
International Accounting Standards Board and none of the financial
statements for which an Interactive Data File is required is for a
fiscal period that ends on or after June 15, 2021.
(ii) In the manner specified in paragraph (f)(3) of this section
rather than as specified by paragraph (a)(3)(ii) of this section: Any
electronic filer that is an open-end management investment company
registered under the Investment Company Act of 1940 (15 U.S.C. 80a et
seq.) that, together with other investment companies in the same
``group of related investment companies,'' as such term is defined in
Sec. 270.0-10 of this chapter, has assets of:
(A) $1 billion or more as of the end of the most recent fiscal year
until it files an initial registration statement (or post-effective
amendment that is an annual update to an effective registration
statement) that becomes effective on or after September 17, 2020; and
(B) Less than $1 billion as of the end of the most recent fiscal
year until it files an initial registration statement (or post-
effective amendment that is an annual update to an effective
registration statement) that becomes effective on or after September
17, 2021.
(2) The electronic filers specified in paragraph (f)(1)(i) of this
section may submit the Interactive Data File solely as an exhibit to:
(i) A filing that contains the disclosure this section requires to
be tagged; or
(ii) An amendment to a filing that contains the disclosure this
section requires to be tagged if the amendment is filed no more than 30
days after the earlier of the due date or filing date of the filing and
the Interactive Data File is the first Interactive Data File the
electronic filer submits.
(3) The electronic filers specified in paragraph (f)(1)(ii) of this
section may submit the Interactive Data File solely as an exhibit to a
filing that contains the disclosure this section requires to be tagged,
up to 15 business days after the effective date of the registration
statement or post-effective amendment that contains the related
information, or the filing of a form of prospectus made pursuant to
Sec. 230.497(c) or (e) of this chapter (paragraph (c) or (e) of Rule
497).

Note to Sec. 232.405: Section 229.601(b)(101) of this chapter
(Item 601(b)(101) of

[[Page 40877]]

Regulation S-K) specifies the circumstances under which an
Interactive Data File must be submitted and the circumstances under
which it is permitted to be submitted, with respect to Forms S-1
(Sec. 239.11 of this chapter), S-3 (Sec. 239.13 of this chapter),
S-4 (Sec. 239.25 of this chapter), S-11 (Sec. 239.18 of this
chapter), F-1 (Sec. 239.31 of this chapter), F-3 (Sec. 239.33 of
this chapter), F-4 (Sec. 239.34 of this chapter), 10-K (Sec.
249.310 of this chapter), 10-Q (Sec. 249.308a of this chapter), and
8-K (Sec. 249.308 of this chapter). Paragraph (101) of Part II--
Information not Required to be Delivered to Offerees or Purchasers
of Form F-10 (Sec. 239.40 of this chapter) specifies the
circumstances under which an Interactive Data File must be submitted
and the circumstances under which it is permitted to be submitted,
with respect to Form F-10. Paragraph 101 of the Instructions as to
Exhibits of Form 20-F (Sec. 249.220f of this chapter) specifies the
circumstances under which an Interactive Data File must be submitted
and the circumstances under which it is permitted to be submitted,
with respect to Form 20-F. Paragraph B.(15) of the General
Instructions to Form 40-F (Sec. 249.240f of this chapter) and
Paragraph C.(6) of the General Instructions to Form 6-K (Sec.
249.306 of this chapter) specify the circumstances under which an
Interactive Data File must be submitted and the circumstances under
which it is permitted to be submitted, with respect to Form 40-F and
Form 6-K (Sec. 249.240f of this chapter and Sec. 249.306 of this
chapter), respectively. Section 229.601(b)(101) (Item 601(b)(101) of
Regulation S-K), paragraph (101) of Part II--Information not
Required to be Delivered to Offerees or Purchasers of Form F-10,
paragraph 101 of the Instructions as to Exhibits of Form 20-F,
paragraph B.(15) of the General Instructions to Form 40-F, and
paragraph C.(6) of the General Instructions to Form 6-K all prohibit
submission of an Interactive Data File by an issuer that prepares
its financial statements in accordance with 17 CFR 210.6[dash]01
through 210.6-10 (Article 6 of Regulation S-X). For an issuer that
is an open-end management investment company registered under the
Investment Company Act of 1940 (15 U.S.C. 80a et seq.), General
Instruction C.3.(g) of Form N-1A (Sec. Sec. 239.15A and 274.11A of
this chapter) specifies the circumstances under which an Interactive
Data File must be submitted.

PART 239--FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933

0
15. The authority citation for part 239 continues to read in part as
follows:

Authority: 15 U.S.C. 77c, 77f, 77g, 77h, 77j, 77s, 77z-2, 77z-
3, 77sss, 78c, 78l, 78m, 78n, 78o(d), 78o-7 note, 78u-5, 78w(a),
78ll, 78mm, 80a-2(a), 80a-3, 80a-8, 80a-9, 80a-10, 80a-13, 80a-24,
80a-26, 80a-29, 80a-30, 80a-37; and 107 Pub. L. 112-106, 126 Stat.
312, unless otherwise noted.
* * * * *

0
16. Amend Sec. 239.13 by revising paragraph (a)(7)(ii) to read as
follows:

Sec. 239.13 Form S-3, for registration under the Securities Act of
1933 of securities of certain issuers offered pursuant to certain types
of transactions.

* * * * *
(a) * * *
(7) * * *
(ii) Submitted electronically to the Commission all Interactive
Data Files required to be submitted pursuant to Sec. 232.405 of this
chapter during the twelve calendar months and any portion of a month
immediately preceding the filing of the registration statement on this
Form (or for such shorter period of time that the registrant was
required to submit such files).
* * * * *

0
17. Amend Form S-3 (referenced in Sec. 239.13) by revising General
Instruction I.A.7.(b) to read as follows:

Note: The text of Form S-3 does not, and this amendment will
not, appear in the Code of Federal Regulations.

FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

* * * * *

GENERAL INSTRUCTIONS

I. Eligibility Requirements for Use of Form S-3

* * * * *
A. * * *
7. * * *
(b) Submitted electronically to the Commission all Interactive Data
Files required to be submitted pursuant to Rule 405 of Regulation S-T
(Sec. 232.405 of this chapter) during the twelve calendar months and
any portion of a month immediately preceding the filing of the
registration statement on this Form (or for such shorter period of time
that the registrant was required to submit such files).
* * * * *

0
18. Amend Sec. 239.16b by revising paragraph (b)(2) to read as
follows:

Sec. 239.16b Form S-8, for registration under the Securities Act of
1933 of securities to be offered to employees pursuant to employee
benefit plans.

* * * * *
(b) * * *
(2) Submitted electronically to the Commission all Interactive Data
Files required to be submitted pursuant to Sec. 232.405 of this
chapter during the twelve calendar months and any portion of a month
immediately preceding the filing of the registration statement on this
Form (or for such shorter period of time that the registrant was
required to submit such files).

0
19. Amend Form S-8 (referenced in Sec. 239.16b) by revising General
Instruction A.3.(b) to read as follows:

Note: The text of Form S-8 does not, and this amendment will
not, appear in the Code of Federal Regulations.

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

* * * * *

GENERAL INSTRUCTIONS

A. Rule as to Use of Form S-8

* * * * *
3. * * *
(b) Submitted electronically to the Commission all Interactive Data
Files required to be submitted pursuant to Rule 405 of Regulation S-T
(Sec. 232.405 of this chapter) during the twelve calendar months and
any portion of a month immediately preceding the filing of the
registration statement on this Form (or for such shorter period of time
that the registrant was required to submit such files).
* * * * *

0
20. Amend Sec. 239.33 by revising paragraph (a)(6)(ii) to read as
follows:

Sec. 239.33 Form F-3, for registration under the Securities Act of
1933 of securities of certain foreign private issuers offered pursuant
to certain types of transactions.

* * * * *
(a) * * *
(6) * * *
(ii) Submitted electronically to the Commission all Interactive
Data Files required to be submitted pursuant to Sec. 232.405 of this
chapter during the twelve calendar months and any portion of a month
immediately preceding the filing of the registration statement on this
Form (or for such shorter period of time that the registrant was
required to submit such files).
* * * * *

0
21. Amend Form F-3 (referenced in Sec. 239.33) by revising General
Instruction I.A.6.(ii) to read as follows:

Note: The text of Form F-3 does not, and this amendment will
not, appear in the Code of Federal Regulations.

FORM F-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

* * * * *
GENERAL INSTRUCTIONS
I. Eligibility Requirements for Use of Form F-3
* * * * *

[[Page 40878]]

A. Registrant Requirements
* * * * *
6. Electronic filings. * * *
* * * * *
(ii) Submitted electronically to the Commission all Interactive
Data Files required to be submitted pursuant to Rule 405 of Regulation
S-T (Sec. 232.405 of this chapter) during the twelve calendar months
and any portion of a month immediately preceding the filing of the
registration statement on this Form (or for such shorter period of time
that the registrant was required to submit such files).
* * * * *

0
22. Amend Form F-10 (referenced in Sec. 239.40) by revising paragraph
(101) of Part II--Information Not Required to be Delivered to Offerees
or Purchasers to read as follows:

Note: The text of Form F-10 does not, and this amendment will
not, appear in the Code of Federal Regulations.

FORM F-10

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

* * * * *

PART II--INFORMATION NOT REQUIRED TO BE DELIVERED TO OFFEREES OR
PURCHASERS

* * * * *
(101) Where a registrant prepares its financial statements in
accordance with either generally accepted accounting principles as used
in the United States or International Financial Reporting Standards as
issued by the International Accounting Standards Board, an Interactive
Data File (Sec. 232.11 of this chapter) is:
(a) Required to be submitted. Required to be submitted to the
Commission in the manner provided by Rule 405 of Regulation S-T (Sec.
232.405 of this chapter) if the registrant does not prepare its
financial statements in accordance with Article 6 of Regulation S-X (17
CFR 210.6-01 et seq.), except that an Interactive Data File:
(i) First is required for a periodic report on Form 10-Q (Sec.
249.308a of this chapter), Form 20-F (Sec. 249.220f of this chapter),
or Form 40-F (Sec. 249.240f of this chapter), as applicable; and
(ii) Is required for a registration statement under the Securities
Act only if the registration statement contains a price or price range.
(b) Permitted to be submitted. Permitted to be submitted to the
Commission in the manner provided by Rule 405 of Regulation S-T (Sec.
232.405 of this chapter) if the:
(i) Registrant does not prepare its financial statements in
accordance with Article 6 of Regulation S-X (17 CFR 210.6-01 et seq.);
and
(ii) Interactive Data File is not required to be submitted to the
Commission under subparagraph (a) of this paragraph (101).
(c) Not permitted to be submitted. Not permitted to be submitted to
the Commission if the registrant prepares its financial statements in
accordance with Article 6 of Regulation S-X (17 CFR 210.6-01 et seq.).
Instruction to paragraphs (101)(a) and (b): When an Interactive
Data File is submitted as provided by Rule 405(a)(3)(i) of Regulation
S-T (Sec. 232.405(a)(3)(i) of this chapter), the exhibit index must
include the word ``Inline'' within the title description for any
eXtensible Business Reporting Language (XBRL)-related exhibit.
* * * * *

PART 240--GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE ACT OF
1934

0
23. The authority citation for part 240 continues to read in part as
follows:

Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77z-2, 77z-3,
77eee, 77ggg, 77nnn, 77sss, 77ttt, 78c, 78c-3, 78c-5, 78d, 78e, 78f,
78g, 78i, 78j, 78j-1, 78k, 78k-1, 78l, 78m, 78n, 78n-1, 78o, 78o-4,
78o-10, 78p, 78q, 78q-1, 78s, 78u-5, 78w, 78x, 78ll, 78mm, 80a-20,
80a-23, 80a-29, 80a-37, 80b-3, 80b-4, 80b-11, 7201 et seq.; and
8302; 7 U.S.C. 2(c)(2)(E); 12 U.S.C. 5221(e)(3); 18 U.S.C. 1350; and
Pub. L. 111-203, 939A, 124 Stat. 1887 (2010); and secs. 503 and 602,
Pub. L. 112-106, 126 Stat. 326 (2012), unless otherwise noted.
* * * * *

0
24. Amend Sec. 240.13a-14 by revising paragraph (f) to read as
follows:

Sec. 240.13a-14 Certification of disclosure in annual and quarterly
reports.

* * * * *
(f) The certification requirements of this section do not apply to
an Interactive Data File, as defined in Sec. 232.11 of this chapter
(Rule 11 of Regulation S-T).

0
25. Amend Sec. 240.15d-14 by revising paragraph (f) to read as
follows:

Sec. 240.15d-14 Certification of disclosure in annual and quarterly
reports.

* * * * *
(f) The certification requirements of this section do not apply to
an Interactive Data File, as defined in Sec. 232.11 of this chapter
(Rule 11 of Regulation S-T).

PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934

0
26. The authority citation for part 249 continues to read in part as
follows:

Authority: 15 U.S.C. 78a et seq. and 7201 et seq.; 12 U.S.C.
5461 et seq.; 18 U.S.C. 1350; Sec. 953(b), Pub. L. 111-203, 124
Stat. 1904; Sec. 102(a)(3), Pub. L. 112-106, 126 Stat. 309 (2012);
Sec. 107, Pub. L. 112-106, 126 Stat. 313 (2012), and Sec. 72001,
Pub. L. 114-94, 129 Stat. 1312 (2015), unless otherwise noted.
* * * * *

0
27. Amend Form 20-F (referenced in Sec. 249.220f) by:
0
a. Revising the undesignated paragraph on the cover that begins
``Indicate by check mark whether the registrant has submitted
electronically'';
0
b. Removing and reserving paragraph 100 of the Instructions as to
Exhibits; and
0
c. Revising paragraph 101 of the Instructions as to Exhibits.
The revisions 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

[squ]REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934

[squ]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

* * * * *
Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (Sec. 232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the
registrant was required to submit such files).
* * * * *

INSTRUCTIONS AS TO EXHIBITS

* * * * *
100. [Reserved]
101. Interactive Data File. Where a registrant prepares its
financial statements in accordance with either generally accepted
accounting principles as used in the United States or International
Financial Reporting Standards as issued by the International Accounting
Standards Board, an Interactive Data File (Sec. 232.11 of this
chapter) is:
(a) Required to be submitted. Required to be submitted to the
Commission in the manner provided by Rule 405 of Regulation S-T (Sec.
232.405 of this chapter) if the Form 20-F is an annual report and the
registrant does not prepare its financial statements in accordance with
Article 6 of Regulation S-X (17 CFR 210.6-01 et seq.).

[[Page 40879]]

(b) Permitted to be submitted. Permitted to be submitted to the
Commission in the manner provided by Rule 405 of Regulation S-T (Sec.
232.405 of this chapter) if the:
(i) Registrant does not prepare its financial statements in
accordance with Article 6 of Regulation S-X (17 CFR 210.6-01 et seq.);
and
(ii) Interactive Data File is not required to be submitted to the
Commission under subparagraph (a) of this paragraph 101.
(c) Not permitted to be submitted. Not permitted to be submitted to
the Commission if the registrant prepares its financial statements in
accordance with Article 6 of Regulation S-X (17 CFR 210.6-01 et seq.).
Instruction to paragraphs 101.(a) and (b): When an Interactive Data
File is submitted as provided by Rule 405(a)(3)(i) of Regulation S-T
(Sec. 232.405(a)(3)(i) of this chapter), the exhibit index must
include the word ``Inline'' within the title description for any
eXtensible Business Reporting Language (XBRL)-related exhibit.

0
28. Amend Form 40-F (referenced in Sec. 249.240f) by:
0
a. Revising the undesignated paragraph on the cover that begins
``Indicate by check mark whether the registrant has submitted
electronically''; and
0
b. Revising paragraph B.(15) of the General Instructions.
The revisions read as follows:

Note: The text of Form 40-F does not, and this amendment will
not, appear in the Code of Federal Regulations.

FORM 40-F

[squ]REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES
EXCHANGE ACT OF 1934

[squ]ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

GENERAL INSTRUCTIONS

* * * * *

B. Information To Be Filed on this Form

* * * * *
(15) Where a registrant prepares its financial statements in
accordance with either generally accepted accounting principles as used
in the United States or International Financial Reporting Standards as
issued by the International Accounting Standards Board, an Interactive
Data File (Sec. 232.11 of this chapter) is:
(a) Required to be submitted. Required to be submitted to the
Commission in the manner provided by Rule 405 of Regulation S-T (Sec.
232.405 of this chapter) and, to the extent submitted as an exhibit,
listed as exhibit 101, if the Form 40-F is an annual report and the
registrant does not prepare its financial statements in accordance with
Article 6 of Regulation S-X (17 CFR 210.6-01 et seq.).
(b) Permitted to be submitted. Permitted to be submitted to the
Commission in the manner provided by Rule 405 of Regulation S-T (Sec.
232.405 of this chapter) if the:
(i) Registrant does not prepare its financial statements in
accordance with Article 6 of Regulation S-X (17 CFR 210.6-01 et seq.);
and
(ii) Interactive Data File is not required to be submitted to the
Commission under subparagraph (a) of this paragraph B.(15).
(c) Not permitted to be submitted. Not permitted to be submitted to
the Commission if the registrant prepares its financial statements in
accordance with Article 6 of Regulation S-X (17 CFR 210.6-01 et seq.).
Instruction to paragraphs B.(15)(a) and (b): When an Interactive
Data File is submitted as provided by Rule 405(a)(3)(i) of Regulation
S-T (Sec. 232.405(a)(3)(i) of this chapter), the exhibit index must
include the word ``Inline'' within the title description for any
eXtensible Business Reporting Language (XBRL)-related exhibit.
* * * * *

0
29. Amend Form 6-K (referenced in Sec. 249.306) by:
0
a. Removing and reserving paragraph (5) to General Instruction C; and
0
b. Revising paragraph (6) to General Instruction C.
The revisions read as follows:

Note: The text of Form 6-K does not, and this amendment will
not, appear in the Code of Federal Regulations.

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934

* * * * *

GENERAL INSTRUCTIONS

* * * * *

C. Preparation and Filing of Report.

* * * * *
(5) [Reserved]
(6) Interactive Data File. Where a registrant prepares its
financial statements in accordance with either generally accepted
accounting principles as used in the United States or International
Financial Reporting Standards as issued by the International Accounting
Standards Board, an Interactive Data File (Sec. 232.11 of this
chapter) is:
(a) Required to be submitted. Required to be submitted to the
Commission in the manner provided by Rule 405 of Regulation S-T (Sec.
232.405 of this chapter) and, to the extent submitted as an exhibit,
listed as exhibit 101, if the registrant does not prepare its financial
statements in accordance with Article 6 of Regulation S-X (17 CFR
210.6-01 et seq.), except that an Interactive Data File:
(i) First is required for a periodic report on Form 10-Q (Sec.
249.308a of this chapter), Form 20-F (Sec. 249.220f of this chapter),
or Form 40-F (Sec. 249.240f of this chapter), as applicable; and
(ii) Is required for a Form 6-K (Sec. 249.306 of this chapter)
only when the Form 6-K contains either of the following: audited annual
financial statements that are a revised version of financial statements
that previously were filed with the Commission and that have been
revised pursuant to applicable accounting standards to reflect the
effects of certain subsequent events, including a discontinued
operation, a change in reportable segments or a change in accounting
principle; or current interim financial statements included pursuant to
the nine-month updating requirement of Item 8.A.5 of Form 20-F. In
either such case, the Interactive Data File will be required only as to
such revised financial statements or current interim financial
statements regardless of whether the Form 6-K contains other financial
statements.
(b) Permitted to be submitted. Permitted to be submitted to the
Commission in the manner provided by Rule 405 of Regulation S-T (Sec.
232.405 of this chapter) if the:
(i) Registrant does not prepare its financial statements in
accordance with Article 6 of Regulation S-X (17 CFR 210.6-01 et seq.);
and
(ii) Interactive Data File is not required to be submitted to the
Commission under subparagraph (a) of this paragraph C.(6).

[[Page 40880]]

(c) Not permitted to be submitted. Not permitted to be submitted to
the Commission if the registrant prepares its financial statements in
accordance with Article 6 of Regulation S-X (17 CFR 210.6-01 et seq.).
Instruction to paragraphs C.(6)(a) and (b): When an Interactive
Data File is submitted as provided by Rule 405(a)(3)(i) of Regulation
S-T (Sec. 232.405(a)(3)(i) of this chapter), the exhibit index must
include the word ``Inline'' within the title description for any
eXtensible Business Reporting Language (XBRL)-related exhibit.
* * * * *

0
30. Amend Form 10-Q (referenced in Sec. 249.308a) by revising the
undesignated paragraph on the cover that begins ``Indicate by check
mark whether the registrant has submitted electronically'' to read as
follows:

Note: The text of Form 10-Q does not, and this amendment will
not, appear in the Code of Federal Regulations.

FORM 10-Q

* * * * *

[squ]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

* * * * *

[squ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

0
31. Amend Form 10-K (referenced in Sec. 249.310) by revising the
undesignated paragraph on the cover that begins ``Indicate by check
mark whether the registrant has submitted electronically'' to read as
follows:

Note: The text of Form 10-K does not, and this amendment will
not, appear in the Code of Federal Regulations.

FORM 10-K

* * * * *

[squ]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

* * * * *

[squ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

PART 270--RULES AND REGULATIONS, INVESTMENT COMPANY ACT OF 1940

0
32. The authority citation for part 270 continues to read in part as
follows:

Authority: 15 U.S.C. 80a-1 et seq., 80a-34(d), 80a-37, 80a-39,
and Pub. L. 111-203, sec. 939A, 124 Stat. 1376 (2010), unless
otherwise noted.
* * * * *

0
33. Revise Sec. 270.8b-1 to read as follows:

Sec. 270.8b-1 Scope of Sec. Sec. 270.8b-1 through 270.8b-32.

The rules contained in Sec. Sec. 270.8b-1 through 270.8b-32 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.

0
34. Amend Sec. 270.8b-2 by revising the introductory text to read as
follows:

Sec. 270.8b-2 Definitions.

Unless the context otherwise requires, the terms in paragraphs (a)
through (m) of this section, when used in the rules contained in
Sec. Sec. 270.8b-1 through 270.8b-32, in the rules under section 30(a)
or (b) of the Act or in the forms for registration statements and
reports pursuant to section 8 or 30(a) or (b) of the Act, shall have
the respective meanings indicated in this section. The terms ``EDGAR,''
``EDGAR Filer Manual,'' ``electronic filer,'' ``electronic filing,''
``electronic format,'' ``electronic submission,'' ``paper format,'' and
``signature'' shall have the meanings assigned to such terms in part
232 of this chapter (Regulation S-T--General Rules for Electronic
Filings).
* * * * *

Sec. 270.8b-33 [Removed]

0
35. Remove Sec. 270.8b-33.

Sec. 270.30a-2 [Amended]

0
36. Amend Sec. 270.30a-2 by removing paragraph (d).

PART 274--FORMS PRESCRIBED UNDER THE INVESTMENT COMPANY ACT OF 1940

0
37. The authority citation for part 274 continues to read in part as
follows:

Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 78c(b),78l, 78m,
78n, 78o(d), 80a-8, 80a-24, 80a-26, 80a-29, and Pub. L. 111-203,
sec. 939A, 124 Stat. 1376 (2010), unless otherwise noted.
* * * * *

0
38. Amend Form N-1A (referenced in Sec. Sec. 239.15A and 274.11A) by
revising General Instructions B.4.(b) and C.3.(g) to read as follows:

Note: The text of Form N-1A does not, and this amendment will
not, appear in the Code of Federal Regulations.

FORM N-1A

* * * * *
[squ]REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
* * * * *
[squ]REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
* * * * *

GENERAL INSTRUCTIONS

* * * * *
B. * * *
4. * * *
(b) For registration statements and amendments filed only under the
Investment Company Act, the general provisions in rules 8b-1--8b-32 [17
CFR 270.8b-1--270.8b-32] apply to the filing of Form N-1A.
* * * * *
C. * * *
3. * * *
(g) Interactive Data File
(i) An Interactive Data File (Sec. 232.11 of this chapter) is
required to be submitted to the Commission in the manner provided by
rule 405 of Regulation S-T (Sec. 232.405 of this chapter) for any
registration statement or post-effective amendment thereto on Form N-1A
that includes or amends information provided in response to Items 2, 3,
or 4.
(A) Except as required by paragraph (g)(i)(B), the Interactive Data
File must be submitted as an amendment to the registration statement to
which the Interactive Data File relates. The

[[Page 40881]]

amendment must be submitted on or before the date the registration
statement or post-effective amendment that contains the related
information becomes effective.
(B) In the case of a post-effective amendment to a registration
statement filed pursuant to paragraphs (b)(1)(i), (ii), (v), or (vii)
of rule 485 under the Securities Act [17 CFR 230.485(b)], the
Interactive Data File must be submitted either with the filing, or as
an amendment to the registration statement to which the Interactive
Data Filing relates that is submitted on or before the date the post-
effective amendment that contains the related information becomes
effective.
(ii) An Interactive Data File is required to be submitted to the
Commission in the manner provided by rule 405 of Regulation S-T for any
form of prospectus filed pursuant to paragraphs (c) or (e) of rule 497
under the Securities Act [17 CFR 230.497(c) or (e)] that includes
information provided in response to Items 2, 3, or 4 that varies from
the registration statement. The Interactive Data File must be submitted
with the filing made pursuant to rule 497.
(iii) The Interactive Data File must be submitted in accordance
with the specifications in the EDGAR Filer Manual, and in such a manner
that will permit the information for each Series and, for any
information that does not relate to all of the Classes in a filing,
each Class of the Fund to be separately identified.
* * * * *

By the Commission.

Dated: June 28, 2018.
Brent J. Fields,
Secretary.
[FR Doc. 2018-14365 Filed 8-15-18; 8:45 am]
BILLING CODE 8011-01-P

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