59094 Federal Register / Vol. 69, No. 190 / Friday, October 1, 2004 / Proposed Rules 

1 17 CFR 232.11.

2 17 CFR 232.305.

3 17 CFR 232.401.

4 17 CFR 232.402. We refer to revising Rules 401 

and 402 even though they currently have no content 

because they are reserved in the Code of Federal 

Regulations.

5 17 CFR 232.10 et seq. We also propose to add 

a heading for Rules 401 and 402.

6 17 CFR 292.601.

7 17 CFR 229.10 et seq.

8 17 CFR 228.601.

9 17 CFR 228.10 et seq.

10 17 CFR 240.13a–14.

11 17 CFR 240.15d–14.

12 15 U.S.C. 78a et seq.

13 17 CFR 270.8b–1.

14 17 CFR 270.8b–2.

15 17 CFR 270.30a–2.

16 15 U.S.C. 80a–1 et seq.

17 17 CFR 249.220f.

18 17 CFR 249.306.

19Rules 100 and 101 of Regulation S–T (17 CFR 

232.100 and 232.101).

SECURITIES AND EXCHANGE 

COMMISSION 

17 CFR Parts 228, 229, 232, 240, 249 

and 270

[Release Nos. 33–8496, 34–50453, 35–27894, 

39–2498, IC–26622; File Number S7–35–04] 

RIN 3235–AJ32

XBRL Voluntary Financial Reporting 

Program on the EDGAR System

AGENCY: Securities and Exchange 

Commission.

ACTION: Proposed rule.

SUMMARY: We are proposing rule 

amendments to enable registrants to 

submit voluntarily supplemental tagged 

financial information using the 

eXtensible Business Reporting Language 

(XBRL) format as exhibits to specified 

EDGAR filings under the Securities 

Exchange Act of 1934 and the 

Investment Company Act of 1940. 

Registrants choosing to participate in 

the voluntary program, expected to 

begin in early 2005, also would 

continue to file their financial 

information in HTML or ASCII format, 

as currently required. The voluntary 

program is intended to help us evaluate 

the usefulness of data tagging in general, 

and XBRL in particular, to registrants, 

investors, the Commission and the 

marketplace generally. A companion 

concept release also being issued today 

provides additional information on 

tagged data and solicits comment on the 

development of data tagging.

DATES: Comments should be received on 

or before November 1, 2004.

ADDRESSES: Comments may be 

submitted by any of the following 

methods: 

Electronic Comments 

• Use the Commission’s Internet 

comment form (http://www.sec.gov/

rules/proposed); or 

• Send an e-mail to rulecomments@sec.gov. Please include File 

Number S7–35–04 on the subject line; 

or 

• Use the Federal eRulemaking Portal 

(http://www.regulations.gov). Follow the 

instructions for submitting comments. 

Paper Comments 

• Send paper comments in triplicate 

to Jonathan G. Katz, Secretary, 

Securities and Exchange Commission, 

450 Fifth Street, NW., Washington, DC 

20549–0609. 

All submissions should refer to File 

Number S7–35–04. This file number 

should be included on the subject line 

if e-mail is used. To help us process and 

review your comments more efficiently, 

please use only one method. The 

Commission will post all comments on 

the Commission’s Internet Web site 

(http://www.sec.gov/rules/proposed). 

Comments are also available for public 

inspection and copying in the 

Commission’s Public Reference Room, 

450 Fifth Street, NW., Washington, DC 

20549. All comments received will be 

posted without change; we do not edit 

personal identifying information from 

submissions. You should submit only 

information that you wish to make 

available publicly.

FOR FURTHER INFORMATION CONTACT: If 

you have questions about the proposed 

rules, please contact one of the 

following members of our staff: Brigitte 

Lippmann or Mark W. Green, Division 

of Corporation Finance (202–942–2910), 

Eric Schuppenhauer, Office of the Chief 

Accountant (202–942–4400), or Brian 

Bullard or Toai Cheng, Division of 

Investment Management (202–942–

0590), Securities and Exchange 

Commission, 450 Fifth Street, NW., 

Washington, DC 20549. If you have 

questions about the EDGAR system, 

please contact Richard Heroux, EDGAR 

Program Manager (202–942–8800), in 

the Office of Information Technology.

If you want to contact us about 

participating in the voluntary program, 

please contact either Brigitte Lippmann 

or Eric Schuppenhauer regarding noninvestment companies or Toai Cheng 

regarding investment companies. If you 

are interested in participating in the 

voluntary program, we encourage, but 

do not require, you to contact us so that 

we can better assess the level of 

participation. Expressing interest is 

merely an indication of interest, not a 

commitment or a pre-condition to 

participate. To participate in the 

program, volunteers only would need to 

submit their XBRL format information 

in accordance with the proposed rules.

SUPPLEMENTARY INFORMATION: We 

propose to revise Rules 11,1 305,2 4013

and 4024 under Regulation S–T,5 Rule 

6016 under Regulation S–K,7 Rule 6018

under Regulation S–B,9 Rules 13a–1410

and 15d–1411 under the Securities 

Exchange Act of 1934 (‘‘Exchange 

Act’’)12 and Rules 8b–1,13 8b–214 and 

30a–215 under the Investment Company 

Act of 1940 (‘‘Investment Company 

Act’’).16 We also propose to revise 

Forms 20–F17 and 6–K18 under the 

Exchange Act and add Rule 8b–33 

under the Investment Company Act.

Table of Contents 

I. Background 

II. Development of Markup Languages 

III. Description of XBRL 

IV. Voluntary Program 

A. Objective 

B. Description 

C. Mechanics of Submitting Financial 

Information Using XBRL 

1. Instance Document 

2. Schema File 

3. Linkbase Files 

4. XBRL Using EDGARLink 

D. Receipt and Acceptance 

E. Liability Issues 

V. Specific Request for Comments 

VI. General Request for Comments 

VII. Paperwork Reduction Act 

A. Reporting and Cost Burden Estimate 

1. Periodic and Current Reporting 

2. Regulation S–K, Regulation S–B and 

Regulation S–T 

B. Request for Comments 

VIII. Cost-Benefit Analysis 

A. Benefits 

B. Costs 

C. Request for Comments 

IX. Initial Regulatory Flexibility Analysis 

A. Reasons for, and Objectives of, the 

Proposals 

B. Legal Basis 

C. Small Entities Subject to the Proposed 

Rules 

D. Reporting, Recordkeeping, and Other 

Compliance Requirements 

E. Duplicative, Overlapping, or Conflicting 

Federal Rules 

F. Agency Action to Minimize the Effect on 

Small Entities 

G. Request for Comments 

X. Consideration of Impact on the Economy, 

Burden on Competition and Promotion 

of Efficiency, Competition, and Capital 

Formation 

XI. Statutory Basis and Text of Proposed 

Amendments

I. Background 

All registrants who file with the 

Commission are now generally required 

to file electronically on the 

Commission’s Electronic Data 

Gathering, Analysis and Retrieval 

System (‘‘EDGAR’’).19 The EDGAR 

Federal Register / Vol. 69, No. 190 / Friday, October 1, 2004 / Proposed Rules 59095

20See Rule 301 of Regulation S–T (17 CFR 

232.301). We originally adopted the EDGAR Filer 

Manual on July 1, 1993, with an effective date of 

July 26, 1993. Release No. 33–6986 (Apr. 1, 1993) 

[58 FR 18638]. We most recently updated the 

EDGAR Filer Manual on August 6, 2004, the current 

version of which can be found at http://

www.sec.gov/info/edgar.shtml. See Release No. 33–

8454 (Aug. 6, 2004) [69 FR 29803].

21Section 4.1 of EDGAR Release 8.8 EDGARLink 

Filer Manual (Volume I of the EDGAR Filer 

Manual).

22See the companion concept release (Release 

No. 33–8497 (September 27, 2004) (‘‘Concept 

Release’’)) soliciting comment on data tagging in 

general. Tags identify information in a manner that 

can be recognized and understood by disparate 

software products. We are evaluating whether by 

permitting or mandating formats through which 

financial data may be tagged in Commission filings, 

we may facilitate filing preparation and enable 

richer and faster analysis, which would assist both 

the financial marketplace and the Commission.

23See Press Release No. 2004–97 (July 22, 2004).

24Accompanying the adoption of operational 

EDGAR, we also relquired electronic filers to 

furnish a Financial Data Schedule (‘‘FDS’’) with 

their financial statements that tagged a limited 

amount of financial information not involving 

headers or a markup language (Release No. 33–6977 

(Feb. 23, 1993) [58 FR 14628]). The schedule 

required tagging of a number of line items identical 

to items included in financial statements prepared 

in accordance with Generally Accepted Accounting 

Principles (‘‘GAAP’’). The FDSs were furnished as 

exhibits under former Item 601(b)(27) of 

Regulations S–K and S–B [17 CFR 229.601(b)(27) 

and 228.601(b)(27)]. The rules provided that the 

schedule would not be deemed ‘‘filed’’ for purposes 

of liability under the federal securities laws and not 

be subject to auditing standards. In April 2000, we 

adopted rules modernizing EDGAR (Release No. 

33–7855 (April 24, 2000) [65 FR 24788]), which 

eliminated the FDS requirement. FDSs were also 

required for registered investment companies, as 

exhibits to certain investment company registration 

statements and reports on Form N–SAR (Release 

No. 33–6978 (Feb. 23, 1993) [58 FR 14848]). The 

FDS requirements were removed from the 

investment company registration forms in 1999 

(Release No. 33–7684 (May 17, 1999) [64 FR 

27888]), and were removed from Form N–SAR in 

2000, at the same time the FDS requirement was 

eliminated for operating companies. See the 

Concept Release for additional discussion on the 

FDSs.

25The SGML document markup language was 

conceived in the 1970s and deployed in the 1970s 

and 1980s.

26We also disseminated the filed documents with 

the SGML header so that the subscribers who 

received the filing data could index the data 

properly according to a variety of information found 

and tagged in the header.

27HTML provides a standard to give documents 

and web pages on the Internet a consistent 

appearance when viewed through multiple 

browsers.

28We adopted rules to permit HTML filing in 

Release No. 33–7684 (May 17, 1999) [64 FR 27888]. 

Based on suggestions from the filing community, 

investors, and Commission staff, we allowed filers 

to submit their filing documents using a modified 

HTML 3.2 standard. This standard enabled filers to 

provide more professional presentation features in 

their documents and enabled improved readability. 

EDGAR has since upgraded the version of HTML 

that is acceptable from a modified HTML 3.2 to a 

modified HTML 3.2 with some HTML 4.0 standard 

attributes.

29Much of the support for software devoted to 

SGML had started to decline. Software vendors 

started concentrating on XML products, thus 

providing a robust environment for those who used 

the XML format. Internet browsers also began to 

translate XML data and style sheets.

30Tags are standardized through the development 

of taxonomies (classifications), which are 

essentially data dictionaries that describe 

individual pieces of information and mathematical 

and definitional relationships among the pieces, 

identify text labels, and refer to the authoritative 

sources for that information.

31EDGAR Release 7.0 marks the Commission’s 

initial use of XML where header information was 

changed from SGML to Extensible Forms 

Description Language, a derivative of XML, using 

certain tags dedicated to screen presentation and 

validation. See Release No. 33–7858 (May 16, 2000) 

[65 FR 34079].

32Headers contain required basic information 

about an electronic filing’s characteristics (e.g., form 

type) and the registrant that filed it.

33See Section 4.4.1 of EDGAR Release 8.8 

EDGARLink Filer Manual (Volume 1).

34See Sections 4.1.2 and 5.1 of EDGAR Release 

8.8 OnlineForms Filer Manual (Volume III).

database, accessible on our Web site at

http://www.sec.gov, provides ready 

access to a broad range of registrant 

information. Electronic submission of a 

document is governed by Regulation S–

T, in conjunction with the EDGAR Filer 

Manual20 and the electronic filing 

provisions of applicable rules, 

regulations, and forms. Under the 

current system, EDGAR accepts as 

official filings only submissions using 

American Standard Code for 

Information Interchange (‘‘ASCII’’) or 

HyperText Markup Language 

(‘‘HTML’’).21

As discussed in the accompanying 

concept release, we are evaluating 

whether tagged data in Commission 

filings would provide a better means to 

provide and obtain necessary 

information and, if so, whether we 

should permit or require XBRL tagged 

data in Commission filings.22 The 

Division of Corporation Finance, Office 

of the Chief Accountant, Division of 

Investment Management, and Office of 

Information Technology have formed a 

task force to assess the implications of 

tagged data for filers, investors, the 

Commission and other market 

participants.23 In order to test and 

evaluate data tagging, we propose to 

allow registrants to supplement their 

Commission filings by furnishing 

financial data on EDGAR as an exhibit 

using eXtensible Business Reporting 

Language (‘‘XBRL’’), beginning with the 

2004 calendar year-end reporting 

season. We currently expect to permit 

participation by any registrant without 

pre-approval merely by submitting the 

exhibit in the required manner. 

Depending on the level of interest, 

technical concerns or other factors, it 

may be necessary, however, to limit 

participation. We emphasize that the 

purpose of permitting the submission of 

the XBRL exhibits would be to allow 

registrants, the Commission and others 

to test and evaluate tagging technology. 

Although XBRL exhibits would be 

required to reflect the same information 

as appears in the corresponding part of 

the official filing to which they relate 

and would be disseminated publicly, 

they would be furnished rather than 

filed and investors and others should 

continue to rely on a registrant’s official 

filings in making investment decisions 

rather than the XBRL exhibits. We 

expect to so caution users on the 

Commission’s Web site.

II. Development of Markup Languages 

Since the EDGAR pilot program began 

in 1984, the Commission has required 

tagged data in document headers to 

accurately process filings.24 Initially, 

the EDGAR filings employed ASCII text 

documents and tagged document 

headers using Standard Generalized 

Markup Language (‘‘SGML’’).25 The 

SGML headers allowed us to segregate 

data about the filing’s characteristics 

and the registrant from the underlying 

filed document. Tagging also allowed us 

to automatically perform basic 

validations, store tagged data in a 

database, and process filings.26

As technology improved, markup 

languages continued to develop and 

HTML 27 became widely used in the 

1990s. In May 1999, as part of our 

initiative to modernize EDGAR, we 

began to accept filings submitted to 

EDGAR in HTML.28 Use of HTML 

promoted the idea of a single-use 

document, allowing filers to avoid 

expending resources creating one 

document for their investors, another 

document for their Web sites, and a 

third document for submission to the 

Commission. In the late 1990s, building 

on the earlier mark-up languages, 

Extensible Markup Language (‘‘XML’’) 

was developed as a document markup 

language that assisted in automatically 

processing data.29 XML-based languages 

define and name data and text through 

tags. Tags give data an identity and 

context that can be understood by a 

variety of different software applications 

that allow the data to interface with 

databases, financial reporting systems, 

and spreadsheets.30

In order to continue to reap the 

benefits of structured data, the EDGAR 

system migrated from SGML to XML in 

May 2000.31 Since 2000, we have 

increased our use of XML for internal 

processing, replacing custom developed 

code. We also use XML for the headers32

of documents filed on EDGAR33 and in 

the body of Section 16(a) reports.34

In May 2003, as part of the 

Commission’s implementation of the 

59096 Federal Register / Vol. 69, No. 190 / Friday, October 1, 2004 / Proposed Rules 

35P.L. No. 107–204, 116 Stat. 745.

36 15 U.S.C. 78p(a).

37 17 CFR 249.103, 249.104 and 249.105. Forms 

3 and 4 also are authorized under the Investment 

Company Act under 17 CFR 274.202 and 274.203.

38See https://

www.onlineforms.edgarfiling.sec.gov.

39A reduced content filing is a filing that 

provides header information (e.g., form type) and 

the tagged data for mandatory fields that we specify 

and otherwise complies with technical filing 

requirements.

40An XBRL taxonomy is a standard description 

and classification system for business reporting and 

financial data. Tags consist of specific financial 

data, such as the line items presented in the 

financial statements, and words or labels, such as 

headers in the notes to the financial statements. For 

example, a taxonomy may include a tag for the 

balance sheet line item ‘‘inventory,’’ as well as tags 

for inventory’s component accounts, ‘‘raw 

materials,’’ ‘‘work in process,’’ and ‘‘finished 

goods,’’ which are often disclosed in the notes to 

the financial statements.

41 XBRL International released version 2.1 

taxonomies for public comment on September 20, 

2004 with a request for comments to be submitted 

by November 19, 2004. See http://www.xbrl.org. See 

the Concept Release for a further description of 

XBRL.

42See http://www.xbrl.org.

43These filings are Forms 10–K, 10–Q, 8–K, 10, 

10–KSB, 10–QSB and 10SB [17 CFR 249.310, 

249.308a, 249.308, 249.210, 249.310b, 249.308b and 

249.210b] for non-investment companies, Forms 

20–F and 6–K for foreign private issuers and Forms 

N–CSR [17 CFR 249.331 and 274.128] and N–Q [17 

CFR 249.332 and 274.130] for investment 

companies. In addition to domestic issuers, the 

voluntary program is available to foreign private 

issuers that otherwise file financial information 

prepared in accordance with U.S. GAAP.

44The proposed revision to Rule 11 of Regulation 

S–T would make ‘‘XBRL-Related Documents’’ a 

defined term that means documents related to 

presenting financial information in XBRL that are 

part of a voluntary submission in electronic format 

in accordance with proposed Rule 401.

45The Forms 8–K and 6–K alternative does not 

apply to investment company volunteers because 

they generally do not file Forms 8–K and do not file 

Forms 6–K.

Sarbanes-Oxley Act of 2002 (‘‘SarbanesOxley Act’’),35 we activated a Web site 

that gathered data for those who had to 

file reports of their securities holdings 

and transactions in accordance with 

Section 16(a)36 of the Exchange Act. 

These ownership reports (Forms 3, 4, 

and 5) 37 are submitted to the EDGAR 

system as XML files. Filers submit the 

reports either by accessing our EDGAR 

Online Forms Web site 38 and 

responding to questions to fill in fixed 

fields that tag information or by creating 

a customized form and filing it as a 

reduced content filing in which 

information also is tagged.39 Users of 

EDGAR data are able to download these 

filings from the http://www.sec.gov Web 

site, import the filing data into their 

spreadsheets or databases and use that 

data for their analysis. With the use of 

a Commission sponsored style sheet, the 

XML data in these filings can be viewed 

by users inside a representation of the 

actual form.

III. Description of XBRL 

XBRL is an open electronic standard 

that provides a format for tagging 

financial information. XBRL allows 

users to extract, exchange, analyze and 

display financial information. XBRL 

was developed and continues to be 

supported by XBRL International, a 

collaborative consortium of 

approximately 250 organizations 

representing many elements of the 

financial reporting community. 

Organizations in the consortium include 

issuers, public accounting firms, 

software companies, filing agents, data 

aggregators, stock exchanges, regulators, 

financial services companies, and 

industry associations. XBRL 

International and its related entities 

have been developing standard 

taxonomies 40 that they state classify 

and define financial information in 

accordance with U.S. GAAP and our 

regulations.41

IV. Voluntary Program 

Since we adopted rules to implement 

the operational phase of EDGAR, we 

have sought to make EDGAR more 

useful to the investing public. XBRL 

provides a sophisticated system of data 

tagging and may offer an opportunity to 

enhance the analysis of information 

filed with us via EDGAR. 

Proponents of the XBRL reporting 

standard assert that it offers benefits for 

all participants in the financial 

information supply chain, from 

registrants, who would benefit from 

improved transparency of their filings, 

resulting in broader analyst coverage, 

more market exposure and greater 

investor confidence, to regulators and 

investors, who would benefit from ready 

access to tagged financial data for 

analytical and review purposes.42

A. Objective 

The purpose of the voluntary program 

is to further the Commission’s ability to 

gather and analyze data that would 

assist us in assessing the feasibility and 

desirability of using tagged data on a 

more widespread and, possibly, 

mandated, basis in the future. The 

voluntary program also would enable 

preparers and users who are interested 

in the technology to test and evaluate 

data in the XBRL format. We propose to 

establish a program to accept XBRL 

tagged data into the EDGAR system on 

a voluntary basis as a supplemental 

exhibit to a registrant’s filing. We 

believe that the voluntary program 

would better enable us to study the 

extent to which XBRL enhances the: 

• Search capability of the EDGAR 

database to allow more efficient and 

effective extraction and analysis of 

specific data, 

• Capability to perform financial 

comparisons among registrants within 

industries, and 

• Ability to perform financial analysis 

of registrant financial data, such as for 

ratio analysis, and whether it would 

reduce the resources needed for data 

analysis. 

In addition, we believe the program 

would enhance our ability to evaluate 

the: 

• Impact on the staff’s ability to 

review filings on a more timely and 

efficient basis, 

• Use of tagged data for risk 

assessment and surveillance procedures, 

and 

• Compatibility of XBRL with 

reporting quality, transparency, 

accounting principles, and other 

Commission reporting requirements. 

Once we have gained experience with 

the XBRL technology, the development 

of taxonomies, and the manner in which 

XBRL is used, we will analyze the 

results and determine whether to 

terminate the voluntary program, 

continue it indefinitely or require some 

or all filers to use XBRL. If, in the future, 

we consider requiring filers to use 

XBRL, this would be the subject of a 

separate rulemaking proposal. We also 

may change the voluntary program 

based on our experience with the 

program. For example, we currently 

anticipate allowing all volunteers to 

submit XBRL data as an exhibit to 

specified filings under the Exchange Act 

and the Investment Company Act; 43

however, depending on the level of 

interest, technical concerns or other 

factors, it may be necessary to limit 

participation in some manner, such as 

by number of volunteers or types of 

XBRL submissions in the voluntary 

program.

B. Description 

As part of our review and assessment 

of the benefits of tagged data reporting, 

we propose to add Rule 401 of 

Regulation S–T that would allow filers, 

on a voluntary basis, to furnish 

specified financial information using 

XBRL. Proposed Rule 401 generally 

would provide that a registrant 

participating in the voluntary program 

(a ‘‘volunteer’’) may submit XBRLRelated Documents 44 in electronic 

format. The XBRL-Related Documents 

must be furnished as an exhibit to either 

the related filing or, alternatively, a 

Form 8–K or revised Form 6–K 45 that 

references, and is submitted no earlier 

Federal Register / Vol. 69, No. 190 / Friday, October 1, 2004 / Proposed Rules 59097

46 If a volunteer submits the financial information 

using XBRL as an exhibit to a Form 8–K or Form 

6–K that references the related filing, the Form 8–

K or Form 6–K should so explain and a Form 8–

K should provide the reference under item 8.01 of 

the Form 8–K.

47For purposes of the voluntary program, the 

financial statements, other than financial statements 

of investment company volunteers, should not 

include the related schedules. Audit opinions or 

interim review reports included with the audited or 

quarterly financial statements in the body of the 

official filing should also be omitted from the 

XBRL-Related Documents. Volunteers should label 

the XBRL-Related Documents (whether they are 

filed as an exhibit to the related official filing or to 

a Form 8–K or Form 6–K that references such filing) 

as either ‘‘unaudited’’ or, for quarterly financial 

statements, ‘‘unreviewed.’’

48These submissions would be made in 

accordance with the EDGARLink Filer Manual and 

the exhibit provisions of proposed Item 601(b)(100) 

of Regulation S–K or S–B, revised Form 20–F, 

revised Form 6–K or proposed Rule 8b–33 under 

the Investment Company Act, as applicable. The 

items and rule would list the Exchange Act and 

Investment Company Act filings, in addition to 

Forms 20–F and 6–K, with which volunteers could 

submit XBRL-Related Documents. We propose to 

revise Rules 8b–1 and 8b–2 under the Investment 

Company Act to reflect the proposed addition of 

Rule 8b–33. The proposed revision to Rule 305(b) 

of Regulation S–T would exempt the submissions 

from the formatting requirements of Rule 305(a) 

because the formatting requirements would not be 

needed in this context.

49 Item 601(a)(2) of Regulations S–K and S–B [17 

CFR 229.601(a)(2) and 228.601(a)(2)] require a 

filing’s exhibit index to list the exhibits using the 

number of the Item 601(b) [17 CFR 229.601(b) and 

228.601(b)] subparagraph that describes the exhibit 

(in this case, ‘‘100’’). In the case of foreign private 

issuers, revised Forms 20–F and 6–K also would 

require volunteers to designate XBRL-Related 

Documents as exhibit ‘‘100.’’ Finally, in the case of 

investment companies, proposed Rule 8b–33 would 

require them to name each XBRL-Related Document 

in the same way and submit these documents 

separately for each series of an investment company 

registrant and each contract of an insurance 

company separate account. For example, a 

registrant with five series would have five separate 

XBRL schema files. The Filer Manual would be 

revised to provide more detail on this point.

50Although a volunteer’s XBRL-Related 

Documents would be required by proposed Rule 

401 to reflect the same information contained in the 

corresponding portion of the related official filing, 

investors and others should continue to rely on the 

official filing rather than the XBRL-Related 

Documents.

51As further discussed below, XBRL-Related 

Documents generally would not be deemed filed or 

incorporated by reference regardless whether they 

are exhibits to a document incorporated by 

reference.

52A volunteer that submits XBRL-Related 

Documents with an amendment would be required 

to follow the same requirements as to the 

amendment process as would apply if the XBRLRelated Documents were any other type of exhibit.

53A volunteer would be required to amend XBRLRelated Documents it submitted earlier if, contrary 

to the requirements of proposed Rule 401, the 

XBRL-Related Documents did not reflect the same 

financial information as appears in the 

corresponding portion of the volunteer’s official 

EDGAR filing. It would not matter whether the 

difference existed at the time the XBRL-Related 

Documents were submitted or arose later as a result 

of an amendment to the official EDGAR filing.

54This taxonomy has detailed financial reporting 

elements specific to commercial and industrial-type 

companies. If a registrant is not a bank, savings 

institution, insurance company, broker-dealer or 

investment company, it would likely use the 

commercial and industrial standard taxonomy. See 

http://www.xbrl.org.

55The investment companies taxonomy has not 

yet been released for public comment but we 

understand that that taxonomy will be available 

before the date we would plan to begin the 

voluntary program. See http://www.xbrl.org.

56See http://www.xbrl.org.

57 XBRL–US also has under development 

additional industry specific taxonomies, including 

taxonomies for broker-dealers and oil and gas 

companies. See http://www.xbrl.org.

58 In order to perform financial analyses based on 

the instance document, users would need to use 

their own software.

59Although we plan on developing a standard 

style sheet, it may not be ready before we would 

begin the voluntary program. In this situation, we 

propose commencing the voluntary program 

without rendering the data to begin evaluating the 

usefulness of software that identifies, extracts and 

analyzes tagged data. We would include a standard 

style sheet in the program as soon as it was 

developed.

60 Volunteers could provide data in presentation 

linkbase files (see discussion below) to provide 

additional information to the standard style sheet.

61Schema and linkbase files would be necessary 

only if the volunteer adds extensions to the 

standard taxonomy.

than, the related filing.46 In addition, 

the XBRL-Related Documents must 

reflect the same financial information,47

prepared in accordance with U.S. 

GAAP, as appears in one or more of the 

following portions of the volunteer’s 

official EDGAR filing:

• The complete set of financial 

statements; 

• Earnings information (whether 

contained in the body of the related 

report or in an exhibit, and whether 

filed or furnished); 

• Financial highlights or condensed 

financial information, as applicable (if 

the related filing has been filed under 

the Investment Company Act); or 

• Schedule of investments (if the 

related filing has been filed under the 

Investment Company Act).48

The XBRL financial data should be 

furnished as an exhibit to specified 

Exchange Act or Investment Company 

Act filings. XBRL-Related Documents 

would be easily identifiable as Exhibit 

100 to the filings, with appropriate 

extensions for the type of XBRL-Related 

Document, such as EX–100.XBRL–

SCHEMA for the XBRL schema file.49

The XBRL-Related Documents 

submitted would not replace the 

required HTML or ASCII version of the 

financial information they contain. 

Volunteers still would be required to 

file their official filings to ensure that all 

investors have access to information 

upon which to base their investment 

decisions.50 The XBRL-Related 

Documents may be submitted either 

with the official EDGAR filing or a Form 

8–K or Form 6–K 51 that references such 

filing or in an amendment to such filing 

or Form 8–K or Form 6–K at a later date; 

however, volunteers may not submit the 

XBRL-Related Documents before filing 

the related official document and would 

be encouraged to submit the XBRLRelated Documents with the initial 

filing.52 Volunteers would be free to 

submit their XBRL exhibits regularly or 

from time to time and could stop or start 

as they choose. If a volunteer wants to 

amend XBRL-Related Documents it 

submitted earlier, it should amend the 

filing with which the XBRL-Related 

Documents appeared as an exhibit.53

We propose to open the program to all 

volunteers that use one of the following 

version 2.1 XBRL taxonomies in U.S. 

GAAP: 

• Commercial and Industrial; 54

• Banking and Savings Institutions; 

• Insurance; and 

• Investment Companies.55

By the end of 2004, we understand 

that the XBRL Consortium will have 

finalized these standard taxonomies 

after at least one review and comment 

period.56 We expect that additional 

standard taxonomies will be permitted 

on the EDGAR system as they become 

available.57 The standard taxonomies 

and related linkbases would be housed 

on our Web site at http://www.sec.gov,

and volunteers would link their XBRL 

files to these taxonomies. Users of 

EDGAR data on http://www.sec.gov

would be able to download the XBRL 

instance document, described below, to 

perform their own financial analysis.58

We plan to develop an application, such 

as a style sheet, for volunteers so that 

users can view XBRL data in a rendered 

or human readable format via our 

website.59 This application would 

convert XBRL files into a document that 

would look similar to traditional 

financial information such as a balance 

sheet or income statement. The 

volunteer would be required to reflect in 

the rendered document the same 

financial information included in the 

corresponding portion of the official 

HTML or ASCII version.60

C. Mechanics of Submitting Financial 

Information Using XBRL 

Volunteers would likely include the 

following in their XBRL-Related 

Document submissions (described in 

more detail below): 61

• An instance document, 

• A schema file, and 

• Linkbase files.

These files would be completely 

separate from the other data files 

comprising the official submission and 

59098 Federal Register / Vol. 69, No. 190 / Friday, October 1, 2004 / Proposed Rules 

62 In the case of investment companies, as noted 

earlier, proposed Rule 8b–33 would require 

registrants to label their XBRL-Related Document 

exhibits in the same manner and submit these 

documents separately for each series of an 

investment company registrant and each contract of 

an insurance company separate account.

63The instance document may also contain meta 

data, which is data that describes other data. 

Additional meta data added to XBRL-tagged 

numbers may include decimal precision, numeric 

context, dates, company identifiers, language, 

currency and links to concept definitions. Meta data 

may also contain guidelines to format a standard 

style sheet or other application for a standard 

template.

64 Volunteers would not be required to use a 

software product to create the file. They could 

create a text file and enter the data themselves.

65The standard taxonomies already have linkbase 

files associated with their own elements.

66Additional linkbases may be developed, such 

as formula linkbases.

67EDGARLink will be changed to allow the 

attachment of .xml and .xsd files for this purpose. 

The EDGARLink Filer Manual will be updated with 

instructions on how to attach all files and how to 

link to the taxonomies on our Web site.

68 If, in the future, we were to issue a separate 

proposal to mandate filing XBRL-Related 

Documents, we expect that we would not propose 

liability protection or an exclusion from the 

certification requirements as to these documents.

would appear as Exhibit 100 to the form 

or report.62 For example, if a volunteer 

wants to attach XBRL-based financial 

statements to its Form 10–Q, it would 

create the content for the Form 10–Q in 

the normal HTML or ASCII format. 

Then, in a separate action, the volunteer 

could use its current accounting 

software or another add-on product to 

create the financial information in XBRL 

format, which would be attached to the 

Form 10–Q as an exhibit or added later 

by amendment. We will not provide 

software, or reimburse volunteers for 

software, necessary to produce the 

XBRL-Related Documents.

1. Instance Document 

The instance document, which is a 

machine readable form, pairs a tag from 

the taxonomy with the related piece of 

financial information.63 For example, 

where a financial statement in an 

official filing reports $10 million in 

revenue, a ‘‘revenue’’ data tag from the 

taxonomy may be paired with a value of 

$10 million. Volunteers may use a 

software product to create an XBRL 

instance document.64

2. Schema File 

The XBRL data file that the volunteer 

creates can adhere to either a standard 

taxonomy or a standard taxonomy with 

extensions. Extensions to the standard 

taxonomy further refine the data 

contained in the standard taxonomy so 

that the XBRL data reflects the same 

financial information presented in the 

corresponding portion of the related 

official filing. Such extensions would be 

included in a schema file. For example, 

the standard taxonomy might not 

contain tags that allow a volunteer to 

report revenue by segment or product 

line as it appears in its official filing. 

Revenue by segment or product line 

would be considered additional 

elements to the standard taxonomy. To 

use extensions for these additional 

elements, the volunteer likely would 

use taxonomy builder software to 

generate a schema file. The volunteer 

must use the appropriate extensions to 

present such revenue segment or 

product line data in the XBRL format. 

3. Linkbase Files 

If extensions to the standard 

taxonomy were necessary, a volunteer 

would need to create additional 

linkbase files to manage references, 

labels and relationships to the instance 

document.65 Since the standard 

taxonomies would be housed on our 

Web site, all of the links between the 

instance documents and the standard 

taxonomies would be required to be 

modified by the volunteer to link to our 

Web site. There are at least five types of 

linkbase files: 66

• Label links manage the text 

associated with taxonomy elements. For 

example, a <inc> reference in the 

taxonomy would be labeled as income. 

Translations to different languages may 

also be accomplished through label 

links. 

• Presentation links shows the 

relationships between each element, 

including parent-child relationships and 

the order in which they appear. For 

example, raw material inventory would 

be a ‘‘child’’ to total inventory. 

Presentation links may also be used to 

display data in a specified order in a 

rendered document. 

• Calculation links show how the 

elements are related by calculation, 

such as whether they are added or 

subtracted from each other. For 

example, cost of sales may be subtracted 

from revenues to show gross margin. 

• Definition links define the type of 

element in the taxonomy. For example, 

depreciation would be defined as an 

expense. 

• Reference links manage the 

references to authoritative literature.

Volunteers would not be required to 

furnish all of these five types of linkbase 

files to submit XBRL information. 

Volunteers may elect to file only label, 

presentation and calculation linkbase 

files to render their XBRL financial 

information with the same level of 

detail as their official filings.

4. XBRL Using EDGARLink 

Once the XBRL files are created, 

volunteers may use the Commission 

client software, EDGARLink 67 or a third 

party product to create the submission 

much as they do today. First, they 

would enter header information into the 

browser based EDGARLink application. 

Then they would attach the filing and 

other attachments including the XBRL 

files. The volunteer would be required 

to attach each file that makes up the 

XBRL-Related Documents, leaving no 

unresolved links. Also, the XBRLRelated Documents would be required 

to either accompany or be submitted as 

an amendment to the form or report that 

contains the original financial data or 

accompany or be submitted as an 

amendment to a Form 8–K or Form 6–

K that references such form or report. 

For example, a volunteer would create 

a Form 10–Q filing and then create 

XBRL-Related Documents that contain a 

representation of the financial 

statements contained in the Form 10–Q. 

The volunteer would bring up 

EDGARLink and enter the required 

header information into the browser 

interface, attach the Form 10–Q file as 

the primary document in the 

submission, and then attach the XBRLRelated Documents. The volunteer 

would log onto the filing Web site and 

follow the current process for 

transmitting its submission to the 

Commission.

D. Receipt and Acceptance 

Once received by the Commission, the 

official filing and the attached XBRLRelated Documents would undergo 

technical validations. The official filing 

would continue to follow the normal 

process for receipt and acceptance. That 

is, it would be suspended if it fails its 

validation criteria. If the official filing 

meets its validation criteria, but any 

XBRL-Related Documents fail their own 

validation criteria, all XBRL-Related 

Documents would be removed and the 

official filing would be accepted and 

disseminated without the XBRL-Related 

Documents. The volunteer would be 

notified of the XBRL submission 

problem. 

E. Liability Issues 

Because the voluntary program is 

experimental, and to encourage 

volunteers to participate, the revised 

rules would provide limited protections 

from liability under the federal 

securities laws and exclude XBRLRelated Documents from being subject 

to certification requirements.68

Proposed Rule 402(a) generally would 

provide that XBRL-Related Documents 

Federal Register / Vol. 69, No. 190 / Friday, October 1, 2004 / Proposed Rules 59099

69 15 U.S.C 78r. Because the XBRL-Related 

Documents will not be filed under the Exchange 

Act, they will not be incorporated by reference into 

registration statements filed under the Securities 

Act of 1933 (‘‘Securities Act’’) [15 U.S.C 77a et seq.] 

or prospectuses they contain.

70 15 U.S.C. 79p.

71 15 U.S.C. 77www.

72 15 U.S.C. 80a–33(b).

73All of these statutory sections provide for 

filing-related liabilities. We expect to caution users 

on the Commission’s Web site that, although XBRLRelated Documents are required to reflect the same 

information contained in the corresponding portion 

of the related official filing, they are furnished 

rather than filed and users should continue to rely 

on the official filing rather than the XBRL-Related 

Documents.

74Participants in the voluntary program still 

would be required to file the official financial 

information in HTML or ASCII that will be subject, 

as usual, to the liability provisions of the federal 

securities laws.

75 17 CFR 232.103. Rule 103 generally provides 

that an electronic filer is not subject to liability as 

to an error or omission in an electronic filing 

resulting solely from electronic transmission errors 

beyond the control of the filer if the filer corrects 

the problem through an amendment as soon as 

reasonably practicable after the filer becomes aware 

of the problem.

76Liability relief would not extend, however, to 

the information the official filing contains.

77See Item 303 of Regulations S–K and S–B [17 

CFR 229.303 and 228.303].

78See Item 22(b)(7) of Form N–1A [17 CFR 

239.15A and 274.11A].

submitted in the program, regardless 

whether they are exhibits to a document 

incorporated by reference into a filing: 

• Are not deemed filed for purposes 

of Section 18 of the Exchange Act,69

Section 16 of the Public Utility Holding 

Company Act of 1935 (‘‘Public Utility 

Holding Company Act’’),70 Section 323 

of the Trust Indenture Act of 1939 

(‘‘Trust Indenture Act’’) 71 or Section 

34(b) of the Investment Company Act; 72

• Are not deemed incorporated by 

reference; 

• Are not otherwise subject to the 

liabilities of these sections; 73

• Are subject to all other liability and 

anti-fraud provisions of these Acts; 74

and

• Are deemed filed for purposes of 

Rule 103 of Regulation S–T.75

Proposed Rule 402(b) generally would 

provide that a volunteer is not liable 

under these Acts for information in its 

XBRL-Related Documents that reflect 

the same information that appears in the 

corresponding portion of the official 

version of the related filing, to the 

extent that the information in the 

corresponding portion of the official 

filing was not materially false or 

misleading.76 Proposed Rule 402(b) also 

generally would provide that, to the 

extent the information in a volunteer’s 

XBRL-Related Documents does not 

reflect the same information, the 

information in the XBRL-Related 

Documents would be deemed to reflect 

the same information for purposes of 

proposed Rule 402(b) if the volunteer 

had made a good faith and reasonable 

attempt to reflect the same information 

and, as soon as reasonably practicable 

after the volunteer becomes aware of 

any difference, the volunteer amends 

the XBRL-Related Documents to cause 

them to reflect the same information.

Later in this release, we solicit 

comments on whether liability 

protections for XBRL data in the 

voluntary program should be increased 

beyond or decreased from that 

proposed. 

Finally, proposed paragraph (h) of 

Rules 13a–14 and 15d–14 under the 

Exchange Act and proposed paragraph 

(d) of Rule 30a–2 under the Investment 

Company Act would exclude XBRLRelated Documents from being subject 

to the certification of disclosure 

requirements of the rule of which it is 

a part. 

V. Specific Request for Comments 

We request comment in general on the 

proposed voluntary program and rules. 

We also request comment in particular 

as follows: 

1. Is the proposed rule permitting 

volunteer filers to furnish financial 

information in XBRL appropriate? Is 

there a better way to accomplish testing 

and analysis of XBRL data? 

2. For purposes of the program, 

volunteers can furnish in XBRL format, 

among other types of financial 

information, a complete set of financial 

statements. Are there special issues or 

difficulties raised by providing notes to 

financial statements in XBRL format? If 

so, should we permit volunteers to 

furnish financial statements in XBRL 

format if they omit the related notes? 

Should we allow volunteers to furnish 

in XBRL format some but not all 

financial statements (e.g., only a balance 

sheet)? Should we also allow tagging for 

other items, such as Management’s 

Discussion and Analysis 77 or 

Management’s Discussion of Fund 

Performance 78 that are part of existing 

taxonomies?

3. Are the standard taxonomies in the 

voluntary program sufficiently 

developed? If not, explain what further 

development would be necessary. 

Please address taxonomies with respect 

to specific industries or types of 

companies if you have information or 

views on these. Is the taxonomy builder 

software sufficiently developed that 

volunteers would be able to create 

extensions as needed? 

4. What specific criteria should be 

applied to determine the adequacy of 

the standard taxonomies? 

5. Should we include other standard 

taxonomies in the voluntary program? If 

so, specify which ones and explain why 

you believe such taxonomies are 

sufficiently developed. 

6. Should we allow foreign private 

issuers or foreign governments who use 

non-U.S. GAAP standard taxonomies to 

participate in the voluntary program? If 

so, how should this be implemented? 

What adaptations, if any, would be 

needed? How would U.S. GAAP 

reconciliations be handled in a 

voluntary XBRL submission? 

7. We plan to permit all filers to 

furnish XBRL data as an exhibit to 

Exchange Act and Investment Company 

Act filings so long as they use one of the 

specified standard taxonomies and form 

types. Should we further limit 

participation, such as by size or specific 

industry? Should we allow volunteers to 

furnish XBRL data with Securities Act 

filings? 

8. We have proposed that XBRL data 

furnished by volunteers must be the 

same financial information as in the 

corresponding portion of the HTML or 

ASCII version. Should we allow 

volunteers to present less detailed 

financial information in their XBRL 

data? 

9. In order for the XBRL version of the 

financial statements to have the same 

level of detail as the HTML or ASCII 

version, we expect most companies 

would file extensions to the standard 

taxonomy. If you expect that companies 

would file extensions to the standard 

taxonomy, explain why extensions 

would be necessary. Would there be 

some companies that do not expect to 

file extensions? If not, explain why. 

Would the use of extensions harm the 

comparability that otherwise would 

exist among volunteers that use the 

same standard taxonomy? 

10. Are there any confidentiality 

concerns regarding submitting 

extensions? If so, what are they? 

11. We are contemplating allowing 

volunteers to submit XBRL data as an 

amendment to their filings or with a 

Form 8–K or Form 6–K that references 

the filing that contains the financial 

information to which the XBRL data 

relates. Should we require volunteers to 

submit XBRL data at the same time or 

within a specified number of days from 

the time they submit their official filing? 

Would this present difficulties for 

volunteers? Should we require 

volunteers to submit XBRL data only as 

an exhibit to the filing to which the 

XBRL data relates (i.e., remove the 

option to submit the XBRL data as an 

exhibit to an otherwise unrelated Form 

8–K or Form 6–K)? 

59100 Federal Register / Vol. 69, No. 190 / Friday, October 1, 2004 / Proposed Rules 

79See Section III.D of the Concept Release 

regarding auditor attestation.

80 44 U.S.C. 3501 et seq.

81 44 U.S.C. 3507(d) and 5 CFR 1320.11. 82 17 CFR 243.100 through 243.103.

12. We plan to develop and provide 

via our Web site an application for a 

standard template to render the XBRL 

information in human readable form. 

What are the advantages and 

disadvantages of our requiring the use of 

such a standard template? For example, 

could a standard template prevent a 

volunteer from presenting its XBRL data 

in as much detail as, and in a manner 

substantially similar to, the financial 

statements in its official filing? Should 

we only develop standard templates for 

certain industries? Instead, should we 

allow each volunteer to submit its own 

template for rendering the XBRL data?

13. As to the voluntary program, we 

propose to exclude XBRL-Related 

Documents from the certification 

requirements of Rules 13a–14 and 15d–

14 under the Exchange Act and Rule 

30a–2 under the Investment Company 

Act and we state that the XBRL-Related 

Documents should omit audit opinions 

and review reports. For purposes of the 

voluntary program, should officers of 

the company certify the XBRL data? If 

so, what should the certification criteria 

be? Should auditors be required to attest 

to the data? If so, what should their 

attestation requirements be? What are 

the advantages and disadvantages of 

requiring certification and attestation? 79

What complications would arise if a 

volunteer presented an audit or review 

report in its XBRL-Related Documents?

14. Should the XBRL data be 

considered filed or furnished for 

purposes of the voluntary program? 

Why? Would filers be more or less likely 

to participate in the voluntary program 

if the information were deemed filed? 

To encourage participation in the 

voluntary program, should liability 

protections be increased beyond that 

proposed? For the protection of 

investors, should liability protection be 

decreased from that proposed? Is there 

any reason to provide liability 

protections under the Securities Act if, 

as proposed, volunteers cannot submit 

XBRL data with Securities Act filings 

and XBRL data is deemed not 

incorporated by reference? 

15. As proposed, the liability 

protection provisions require that 

information in the XBRL-Related 

Documents be the same as the 

corresponding information in the 

official filing and that information in the 

official filing not be materially false or 

misleading. Also as proposed, to the 

extent information in the XBRL-Related 

Documents differs, it would be deemed 

the same if the volunteer had made a 

good faith and reasonable attempt to 

make it the same and, as soon as 

reasonably practicable after the 

volunteer becomes aware of the 

difference, the volunteer amends the 

XBRL-Related Documents to make the 

information the same. Is it appropriate 

to deem the information the same under 

these conditions? Under what, if any, 

conditions should the information be 

deemed the same? 

16. How should we determine how 

useful the tagged data is to users of the 

information? 

17. What specific steps can we take to 

encourage registrants to participate in 

the voluntary program? 

VI. General Request for Comments 

We request comment not only on the 

specific issues we discuss in this 

release, but on any other approaches or 

issues that we should consider in 

connection with the voluntary program. 

We seek comment from any interested 

persons, including those required to file 

information with us on the EDGAR 

system, as well as investors, 

disseminators of EDGAR data, EDGAR 

filing agents, accountants and any other 

members of the public. 

VII. Paperwork Reduction Act 

The proposed new and amended rules 

contain ‘‘collection of information’’

requirements within the meaning of the 

Paperwork Reduction Act of 1995, or 

PRA.80 We are submitting the proposals 

to the Office of Management and 

Budget, or OMB, for review in 

accordance with the PRA.81 An agency 

may not conduct or sponsor, and a 

person is not required to respond to, an 

information collection unless it displays 

a currently valid OMB control number.

The title of the new collection of 

information is ‘‘Voluntary XBRL-Related 

Documents’’ (OMB Control No. 3235–

XXXX). This collection of information 

stems from already existing regulations 

and forms adopted pursuant to the 

Exchange Act and Investment Company 

Act that set forth financial disclosure 

requirements for annual and quarterly 

reports as well as current reports. The 

proposed new and amended rules, if 

adopted, would allow registrants to 

furnish specified financial information 

in XBRL-Related Documents as exhibits 

to their current or periodic reports filed 

on EDGAR. The specified financial 

information already is required 

pursuant to existing periodic and 

annual report requirements, but would 

be tagged using XBRL. During the 

proposed voluntary program, registrants 

would continue to include this 

information in ASCII or HTML format in 

their official EDGAR filings, but also 

would furnish the XBRL tagged data as 

exhibits to these filings. The XBRLRelated Documents would consist of an 

instance document, a schema file, and 

linkbase files. Submission of XBRLRelated Documents would be voluntary 

and the information submitted would 

not be kept confidential. 

A. Reporting and Cost Burden Estimate 

1. Periodic and Current Reporting

Form 10–K (OMB Control No. 3235–

0063) prescribes information that a 

registrant must disclose annually to the 

market about its business. Form 10–KSB 

(OMB Control No. 3235–0420) 

prescribes information that a registrant 

that is a ‘‘small business issuer’’ as 

defined under our rules must disclose 

annually to the market about its 

business. Form 20–F (OMB Control No. 

3235–0288) is used by a foreign private 

issuer 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 

10–Q (OMB Control No. 3235–0070) 

prescribes information that a registrant 

must disclose quarterly to the market 

about its business. Form 10–QSB (OMB 

Control No. 3235–0416) prescribes 

information that a registrant that is a 

‘‘small business issuer’’ as defined 

under our rules must disclose quarterly 

to the market about its business. Form 

8–K (OMB Control No. 3235–0060) 

prescribes information, such as material 

events or corporate changes, that a 

registrant must disclose. Form 8–K also 

may be used, at a registrant’s option, to 

report any events that the registrant 

deems to be of importance to 

shareholders. Furthermore, companies 

may use Form 8–K to disclose the 

nonpublic information required to be 

disclosed by Regulation FD.82 Form

6–K (OMB Control No. 3235–0116) is 

used by a foreign private issuer to report 

material information, such as required 

disclosure in its home jurisdiction, 

information regarding distributions and 

other material disclosure. Form N–CSR 

(OMB Control No. 3235–0570) is the 

form used by registered management 

investment companies to file certified 

shareholder reports semi-annually. 

Form N–Q (OMB Control No. 3235–

0578) is the form used by registered 

management investment companies to 

file their complete portfolio schedules 

for the first and third fiscal quarters.

We are proposing a new collection of 

information, Voluntary XBRL-Related 

Documents, which would be furnished 

Federal Register / Vol. 69, No. 190 / Friday, October 1, 2004 / Proposed Rules 59101

83The proposed voluntary program would allow 

for XBRL-Related Documents to be furnished with 

Forms 10, 10SB and 20–F. We expect, however, that 

volunteers for the program will already be subject 

to Exchange Act reporting requirements and, as a 

result, do not include an analysis relating to Forms 

10 and 10SB or, to the extent it can be used for 

Exchange Act registration, Form 20–F.

84To calculate an estimate of the amount of time 

it would take to prepare the XBRL-Related 

Documents we assumed that the initial creation 

would take 130 hours and that all future 

preparations of XBRL-Related Documents would 

take 10 burden hours. We calculated that a 

registrant other than an investment company would 

prepare one annual and three quarterly reports per 

year, and an investment company registrant would 

prepare two reports on Form N–CSR and two 

reports on Form N–Q per year. We added the 

burden hours for each report over the three-year 

period and divided by the number of periodic 

reports filed by each registrant (12), resulting in the 

estimate of 20 hours per report.

85We estimate that a participant would furnish 

XBRL-Related Documents with its annual report 

and each of its quarterly reports (or with each report 

on Form N–CSR and Form N–Q, in the case of an 

investment company) and will incur 20 burden 

hours for preparing the XBRL-Related Documents 

for each report.

86The staff estimated the average hourly rate for 

outside professionals and consultants, by contacting 

outside professionals and other persons regularly 

involved in the financial reporting process.

as a new exhibit to these forms to allow 

registrants to voluntarily furnish 

specified financial information using 

XBRL.83 The compliance burden 

estimates for the proposed collection of 

information are based on several 

assumptions. First, while the proposed 

voluntary program would be open to 

any Exchange Act or Investment 

Company Act reporting company 

choosing to participate, we anticipate 

that only a small percentage of 

companies would choose to participate 

in the voluntary program. Based on 

discussions with several individuals 

who are familiar with the use of XBRL, 

we estimate that approximately 60 

registrants would elect to participate in 

the voluntary program.

Participation in the voluntary 

program and the use of XBRL would not 

directly affect the burden of preparing 

the financial statements or the 

registrant’s official EDGAR filings. In 

order to be able to provide XBRLRelated Documents, a registrant 

participating in the voluntary program 

would have to map the financial 

reporting to the XBRL standard 

taxonomy, potentially develop 

taxonomy extensions, map the notes to 

the financial statements and create an 

instance document. Based on 

discussions with data aggregators and 

registrants who have prepared their 

financial information as XBRL-Related 

Documents, the initial creation of XBRLRelated Documents would require on 

average approximately 130 burden 

hours. We estimate that subsequent 

preparation of the XBRL-Related 

Documents would require an average 10 

burden hours. Because the PRA 

estimates represent the average burden 

over a three-year period, we estimate the 

average burden for disclosure for one set 

of XBRL-Related Documents furnished 

with a periodic or current report to be 

20 hours.84

We would permit participants in the 

voluntary program to furnish XBRLRelated Documents with respect to their 

annual and quarterly reports as well as 

current reports, but we think the 

participants will generally only furnish 

XBRL-Related Documents with their 

annual and quarterly reports due to the 

additional burden of preparing the 

documents.85 Based on a burden hour 

estimate of 80 hours per registrant 

participating in the voluntary program 

per year and 80 participants per year, 

we estimate that, in the aggregate, 

participants would incur an additional 

6,400 burden hours to furnish the 

XBRL-Related Documents with their 

filings. We estimate that 75% of the 

burden is prepared by the company and 

that 25% of the burden is prepared by 

outside professionals or consultants 

retained by the company at an average 

cost of $300 per hour.86 We estimate 

that, if the proposals are adopted, the 

additional filings would result in an 

added annual cost totaling $480,000 for 

all participating registrants.

2. Regulation S–K, Regulation S–B and 

Regulation S–T 

Regulation S–K (OMB Control No. 

3235–0071) specifies information that a 

registrant must provide in filings under 

both the Securities Act and the 

Exchange Act. Regulation S–B (OMB 

Control No. 3235–0417) specifies 

information that a small business issuer 

must provide in filings under 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 proposed changes to these items 

would add and revise rules under 

Regulations S–K, S–B and S–T. The 

filing requirements themselves, 

however, are included in the forms and 

we have reflected the burden for these 

new requirements in the burden 

estimate for the forms. These rules in 

Regulations S–K, S–B and S–T do not 

impose any separate burden. We assign 

one burden hour each to Regulations

S–B, S–K and S–T for administrative 

convenience to reflect the fact that these 

regulations do not impose any direct 

burden on companies. 

B. Request for Comments 

We request comment to evaluate the 

accuracy of our estimates of the number 

of participants and the burden of the 

proposed collections of information and 

to determine whether there are ways to 

minimize the burden on respondents. 

Any member of the public may direct to 

us any comments concerning the 

accuracy of these burden estimates and 

any suggestions for reducing burdens. 

Persons who desire to submit comments 

on the collection of information 

requirements should direct their 

comments to the OMB, Attention: Desk 

Officer for the Securities and Exchange 

Commission, Office of Information and 

Regulatory Affairs, Washington, DC 

20503, and send a copy of the comments 

to Jonathan G. Katz, Secretary, 

Securities and Exchange Commission, 

450 Fifth Street, NW., Washington, DC 

20549, with reference to File No. S7–

35–04. Requests for materials submitted 

to the OMB by us with regard to this 

collection of information should be in 

writing, refer to File No. S7–35–04, and 

be submitted to the Securities and 

Exchange Commission, Records 

Management, Office of Filings and 

Information Services, 450 Fifth Street, 

NW., Washington, DC 20549. Because 

the OMB is required to make a decision 

concerning the collection of information 

between 30 and 60 days after 

publication, your comments are best 

assured of having their full effect if the 

OMB receives them within 30 days of 

publication.

VIII. Cost-Benefit Analysis 

The proposed voluntary program 

reflects our desire to increase EDGAR’s 

efficiency and utility. The tagging of 

financial and other information 

submitted to us through EDGAR has the 

potential to improve the analysis of that 

information. In order to evaluate data 

tagging, we have proposed allowing 

registrants to furnish XBRL-Related 

Documents as exhibits to their official 

EDGAR filings. 

A. Benefits 

We believe that tagged financial 

information may allow more efficient 

and effective retrieval, research and 

analysis of financial information 

through automated means. The 

proposed voluntary program would 

assist us in assessing whether using 

XBRL tagged financial information 

enhances the analysis of financial 

information included in Commission 

filings. The voluntary program also 

would facilitate our ability to assess the 

technical requirements of processing 

59102 Federal Register / Vol. 69, No. 190 / Friday, October 1, 2004 / Proposed Rules 

87To determine the annual cost we estimate that 

the incremental burden would result in 6,400 

internal burden hours and $480,000 in external 

costs. Assuming a cost of $175 per hour for inhouse professional staff, the total cost would be 

$1,120,000. Consequently, the aggregate cost 

estimate is $1,600,000 or $20,000 per registrant.

88 5 U.S.C. 603.

89 15 U.S.C. 77s(a).

90 15 U.S.C. 77z–3.

91 15 U.S.C. 78c.

92 15 U.S.C. 78l.

93 15 U.S.C. 78m.

94 15 U.S.C. 78n.

95 15 U.S.C. 78o(d).

96 15 U.S.C. 78w(a).

97 15 U.S.C. 78ll.

98 15 U.S.C. 78mm.

99 15 U.S.C. 79t(a).

100 15 U.S.C. 77sss(a).

101 15 U.S.C. 80a–8.

102 15 U.S.C. 80a–29.

103 15 U.S.C. 80a–37.

104 17 CFR 240.0–10.

XBRL-Related Documents using 

EDGAR. 

Today, a number of companies use 

the financial information provided on 

EDGAR to create databases of tagged 

information that they resell to users of 

the information. Allowing registrants to 

tag their own financial data would 

remove third parties from the tagging 

process and may reduce the cost of 

access to tagged information. Data 

tagging by registrants may make the 

tagging process more accurate. 

Additionally, the voluntary program 

may benefit registrants and the public 

by permitting experimentation with data 

tagged using XBRL. In the future, 

increased availability of accurate, tagged 

financial information could also reduce 

the cost of research and analysis and 

create new opportunities for companies 

that compile, provide and analyze data 

to provide more value added services. 

Enhanced access to tagged information 

has the potential to increase analyst 

coverage and investor interest in a 

registrant’s securities, which could 

increase the liquidity in the market and 

lower the cost of capital. These benefits, 

however, are difficult to quantify. 

B. Costs 

The proposed voluntary program 

would lead to some additional costs for 

registrants choosing to furnish XBRLRelated Documents as exhibits to their 

periodic and current reports. Some 

companies may already tag their 

financial information using XBRL, in 

which case the additional cost of 

submitting XBRL-Related Documents 

would be minimal. The proposals do 

not dictate that companies follow any 

particular procedure, however some 

participants may choose to acquire 

additional software or hire consultants 

to assist them with data tagging. Based 

on discussions with software providers 

and others familiar with XBRL, we 

estimate that between 60 and 100 

registrants will participate in the 

voluntary program, the cost of tagging 

software packages to be approximately 

$3,000, and, based on our PRA 

estimates, an annual cost of $20,000 per 

registrant.87 Based on the foregoing 

discussion, we estimate the total cost to 

be between $1,380,000 and $2,300,000 

in the first year.

Due to the recent development of the 

technology, we have limited data to 

quantify the cost of implementing data 

tagging using XBRL and seek comments 

and supporting data on our estimates. 

Further, methods of tagging data may 

vary considerably, making accurate cost 

estimates difficult. In the future, there 

may be additional costs to participants 

in the EDGAR data stream, including 

lower demand for data tagging and data 

dissemination. The availability of 

registrant tagged data, however, may 

provide these participants with 

alternative business opportunities. 

C. Request for Comments 

We request comment on all aspects of 

this cost-benefit analysis, including 

identification of any additional costs or 

benefits of, or suggested alternatives, to 

the proposed rules. Commenters are 

requested to provide empirical data and 

other factual support for their views to 

the extent possible. 

IX. Initial Regulatory Flexibility 

Analysis 

We prepared this Initial Regulatory 

Flexibility Analysis, or IRFA, in 

accordance with the Regulatory 

Flexibility Act.88 We are proposing rules 

to allow registrants, on a voluntary 

basis, to tag financial information in 

specified filings using XBRL. The 

proposed amendments set forth the 

method by which a registrant 

participating in the voluntary program 

may furnish XBRL-Related Documents 

as an exhibit to its official EDGAR filing.

A. Reasons for, and Objectives of, the 

Proposals 

The purpose of the proposals is to 

further our ability to assess the 

feasibility and desirability of using 

tagged data on a more widespread and, 

possibly, mandated, basis in EDGAR 

filings. We believe the program to 

accept XBRL-Related Documents 

through EDGAR on a voluntary basis 

would better enable us to study the 

extent to which XBRL enhances the 

comparability of that data, its usefulness 

for financial analysis, and our staff’s 

ability to review and assess filings. In 

addition, the voluntary program would 

help us assess the effect of XBRL data 

tagging on the quality and transparency 

of financial information as well as the 

compatibility of XBRL data tagging with 

the Commission’s financial reporting 

requirements. 

B. Legal Basis 

We are proposing amendments to the 

rules under the authority set forth in 

Sections 19(a) 89 and 28 90 of the 

Securities Act, Sections 3,91 12,92 13,93

14,94 15(d),9523(a),96 35A 97 and 36 98 of 

the Exchange Act, Section 20(a) of the 

Public Utility Holding Company Act,99

Section 319(a) of the Trust Indenture 

Act,100 Sections 8,101 30 102 and 38 103 of 

the Investment Company Act and 

Section 3(a) of the Sarbanes-Oxley Act.

C. Small Entities Subject to the 

Proposed Rules 

The voluntary program may have an 

impact on three broad categories of 

small entities: all filers; participants in 

the voluntary program; and non-filers 

that interact with EDGAR. Filers include 

operating companies and investment 

companies. A small operating company 

is defined by Rule 0–10 104 under the 

Exchange Act for purposes of the 

Regulatory Flexibility Act as an issuer, 

other than an investment company, that 

on the last day of its most recent fiscal 

year, has total assets of $5 million or 

less. We estimate there are 

approximately 2500 small operating 

company issuers. Under Rule 0–10 

under the Investment Company Act, an 

investment company is a small entity if 

it, together with other investment 

companies in the same group of related 

investment companies, has net assets of 

$50 million or less as of the end of its 

most recent fiscal year. We estimate that 

there are approximately 186 investment 

companies that file reports on Forms N–

CSR and N–Q that meet this definition. 

These and other filers may be affected 

by any change to the EDGAR system.

A smaller subset of those issuers may 

voluntarily participate in the program; 

however, we estimate that number will 

be very low. We are not aware of any 

small entities that are considering 

participating in the voluntary program. 

Finally, the dissemination of XBRL 

data may have an impact on those 

entities that interact with the EDGAR 

data stream. We are aware that entities 

have developed certain products and 

services based on data in EDGAR; many 

entities disseminate, re-package, analyze 

and sell the information. The 

Commission does not regulate all these 

entities and therefore it is currently not 

Federal Register / Vol. 69, No. 190 / Friday, October 1, 2004 / Proposed Rules 59103

105 105 Pub. L. No. 104–121, Title II, 110 Stat. 857 

(1996).

feasible to accurately estimate the 

number or size of these potentially 

affected entities. 

D. Reporting, Recordkeeping, and Other 

Compliance Requirements 

The voluntary program is an 

experiment to determine the feasibility 

of using XBRL on a broader, perhaps 

mandatory, basis. Therefore, the cost of 

participating, the burden on the EDGAR 

system and the possible effect on those 

entities that use the EDGAR data stream 

are somewhat speculative at this point. 

As the proposal relates to a voluntary 

filing program, no registrant is required 

to file XBRL-Related Documents. If a 

voluntary participant already uses XBRL 

to tag data, it may incur no additional 

cost to participate. Other participants 

who wish to volunteer may have to 

purchase software or retain a consultant 

to assist in tagging data. The inclusion 

of XBRL-Related Documents on EDGAR 

may also have effects on other filers, 

including small entities, who use the 

system.

The voluntary program may have 

some effect on any entity that interacts 

with the data dissemination stream. 

Allowing filers to submit information in 

XBRL, even voluntarily, may have an 

impact on entities providing EDGARbased services and products. The 

limited, voluntary nature of the program 

will help the Commission assess the 

impact, if any, on these entities. 

E. Duplicative, Overlapping, or 

Conflicting Federal Rules 

We believe that there are no rules that 

duplicate, overlap, or conflict with the 

proposals. 

F. Agency Action to Minimize the Effect 

on Small Entities 

The Regulatory Flexibility Act directs 

us to consider significant alternatives 

that would accomplish the stated 

objective, while minimizing any 

significant adverse impact on small 

entities. The purpose of the proposals is 

to further our ability to assess the 

feasibility and desirability of using 

tagged data on a more widespread and, 

possibly, mandated, basis. Provision of 

the XBRL-Related Documents is 

voluntary. We have considered different 

or simpler requirements for small 

entities. For tagged data to provide 

benefits such as ready comparability, 

however, the data tagging system cannot 

have alternative requirements. 

Similarly, in order to achieve the 

benefits of data tagging, use of a single 

data tagging technology is necessary. If 

we determine to require data tagging in 

the future, we will look to the results of 

the voluntary program to find 

alternatives to minimize any burden on 

small entities. We solicit comment on 

how the proposals could be modified to 

minimize the effect on small entities. 

G. Request for Comments 

We encourage the submission of 

comments with respect to any aspect of 

this IRFA. In particular, we request 

comment on the number of small 

entities that would be impacted by the 

proposals; the existence or nature of the 

potential impact of the proposals on 

small entities as discussed in the 

analysis; how to quantify the impact of 

the proposal; and how additional 

exemptions could be made for small 

entities while remaining consistent with 

our goal to assess tagged data. We ask 

commenters to describe the nature of 

any effect and provide empirical data 

and other factual support for their 

views, if possible. These comments will 

be considered in preparing the Final 

Regulatory Flexibility Analysis, if the 

proposals are adopted, and will be 

placed in the same public file as 

comments on the proposal. 

X. Consideration of Impact on the 

Economy, Burden on Competition and 

Promotion of Efficiency, Competition, 

and Capital Formation 

For purposes of the Small Business 

Regulatory Enforcement Fairness Act of 

1996,105 a rule is considered ‘‘major’’

where, if adopted, it results or is likely 

to result in:

• An annual effect on the economy of 

$100 million or more; 

• A major increase in costs or prices 

for consumers or individual industries; 

or 

• Significant adverse effects on 

competition, investment or innovation. 

We request comment on the potential 

impact of the proposals on the economy 

on an annual basis. Commenters are 

requested to provide empirical data and 

other factual support for their views if 

possible. 

Section 23(a)(2) of the Exchange 

Act106 requires us, when adopting rules 

under the Exchange Act, to consider the 

impact that any new rule would have on 

competition. In addition, Section 

23(a)(2) prohibits us from adopting any 

rule that would impose a burden on 

competition not necessary or 

appropriate in furtherance of the 

purposes of the Exchange Act. 

Furthermore, Section 2(b)107 of the 

Securities Act, Section 3(f)108 of the 

Exchange Act, and Section 2(c)109 of 

the Investment Company Act require us, 

when engaging in rulemaking where we 

are required to consider or determine 

whether an action is necessary or 

appropriate in the public interest, to 

consider, in addition to the protection of 

investors, whether the action will 

promote efficiency, competition, and 

capital formation. 

The proposals seek to implement a 

voluntary program and are intended to 

help us evaluate the usefulness to 

registrants, investors and the 

Commission of data tagging in general, 

and XBRL in particular. We believe that 

the proposals would promote efficiency 

by allowing investors, registrants and 

the Commission to gain experience with 

tagged data in Commission filings. The 

data has the potential to facilitate 

analysis of that information. Because the 

proposals are designed to permit filers 

to provide information in a format that 

we believe would be more useful to 

investors, we believe the proposals are 

appropriate in the public interest and 

for the protection of investors. 

We request comment on whether the 

proposals, if adopted, would promote 

efficiency, competition and capital 

formation or have an impact or burden 

on competition. Commenters are 

requested to provide empirical data and 

other factual support for their views if 

possible.

XI. Statutory Basis and Text of 

Proposed Amendments 

We propose the rule amendments 

outlined above under Sections 19(a) and 

28 of the Securities Act, Sections 3, 12, 

13, 14, 15(d), 23(a), 35A and 36 of the 

Exchange Act, Section 20(a) of the 

Public Utility Holding Company Act, 

Section 319(a) of the Trust Indenture 

Act, Sections 8, 30 and 38 of the 

Investment Company Act and Section 

3(a) of the Sarbanes-Oxley Act.

List of Subjects in CFR Parts 228, 229, 

232, 240, 249 and 270

Reporting and recordkeeping 

requirements, Securities.

For the reasons set out in the 

preamble, 17 CFR is proposed to be 

amended as follows:

PART 228—INTEGRATED 

DISCLOSURE SYSTEM FOR SMALL 

BUSINESS ISSUERS 

1. The authority citation for part 228 

continues to read in part 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, 77jjj, 77nnn, 

77sss, 78l, 78m, 78n, 78o, 78u–5, 78w, 78ll, 

78mm, 80a–8, 80a–29, 80a–30, 80a–37, 80b–

11, and 7201 et seq.; and 18 U.S.C. 1350.

* * * * *

2. Amend § 228.601 by: 

59104 Federal Register / Vol. 69, No. 190 / Friday, October 1, 2004 / Proposed Rules 

a. Revising the exhibit table; and 

b. Adding paragraph (b)(100). 

The revisions read as follows.

§ 228.601 (Item 601) Exhibits. 

(a) * * *

EXHIBIT TABLE 

BILLING CODE 8010–01–P


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(b) * * *

(100) XBRL-Related Documents. An 

electronic filer that participates in the 

voluntary XBRL (eXtensible Business 

Reporting Language) program may 

submit, in electronic format as an 

exhibit to either the filing to which they 

relate or a Form 8–K (§ 249.308 of this 

chapter) that references such filing, 

XBRL-Related Documents (§ 232.11 of 

this chapter) that reflect the same 

information, prepared in accordance 

with U.S. generally accepted accounting 

principles, as appears in one or both of 

the complete set of financial statements 

or earnings information (whether 

contained in the body of the related 

filing or in an exhibit and whether filed 

or furnished) contained in the official 

version of such filing in accordance 

with the EDGARLink Filer Manual. An 

electronic filer may submit such exhibit 

with, or in an amendment to, either the 

filing to which it relates or a Form 8–

K that references such filing if such 

Form 8–K is submitted no earlier than 

such filing is filed.

PART 229—STANDARD 

INSTRUCTIONS FOR FILING FORMS 

UNDER SECURITIES ACT OF 1933, 

SECURITIES EXCHANGE ACT OF 1934 

AND ENERGY POLICY AND 

CONSERVATION ACT OF 1975—

REGULATION S–K 

3. The authority citation for Part 229 

continues to read in part as follows:

Authority: 15 U.S.C. 77e, 77f, 77g, 77h, 77j, 

77k, 77s, 77z–2, 77z–3, 77aa(25), 77aa(26), 

77ddd, 77eee, 77ggg, 77hhh, 77iii, 77jjj, 

77nnn, 77sss, 78c, 78i, 78j, 78l, 78m, 78n, 

78o, 78u–5, 78w, 78ll, 78mm, 79e, 79j, 79n, 

79t, 80a–8, 80a–9, 80a–20, 80a–29, 80a–30, 

80a–31(c), 80a–37, 80a–38(a), 80a–39, 80b–


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11, and 7201 et seq.; and 18 U.S.C. 1350, 

unless otherwise noted.

* * * * *

4. Amend § 229.601 by: 

a. Revising the exhibit table; and 

b. Adding paragraph (b)(100). 

The revisions read as follows.

§ 229.601 (Item 601) Exhibits. 

(a) * * *

Exhibit Table 

Instructions to the Exhibit Table

* * * * *

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BILLING CODE 8010–01–C

(b) * * * 

(100) XBRL-Related Documents. An 

electronic filer that participates in the 

voluntary XBRL (eXtensible Business 

Reporting Language) program may 

submit, in electronic format as an 

exhibit to either the filing to which they 

relate or a Form 8–K (§ 249.308 of this 

chapter) that references such filing, 

XBRL-Related Documents (§ 232.11 of 

this chapter) that reflect the same 

information, prepared in accordance 

with U.S. generally accepted accounting 

principles, as appears in one or both of 

the complete set of financial statements 

or earnings information (whether 

contained in the body of the related 

filing or in an exhibit and whether filed 

or furnished) contained in the official 

version of such filing in accordance 

with the EDGARLink Filer Manual. An 

electronic filer may submit such exhibit 

with, or in an amendment to, either the 

filing to which it relates or a

Form 8–K that references such filing if 

such Form 8–K is submitted no earlier 

than such filing is filed.

PART 232—REGULATION S–T—

GENERAL RULES AND REGULATIONS 

FOR ELECTRONIC FILINGS 

5. The authority citation for Part 232 

continues to read in part as follows:

Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 

77s(a), 77sss(a), 78c(b), 78l, 78m, 78n, 78o(d), 

78w(a), 78ll(d), 79t(a), 80a–8, 80a–29, 80a–30 

and 80a–37.

* * * * *

6. Amend § 232.11 by adding the 

following definition in alphabetical 

order.

§ 232.11 Definition of terms used in part 

232.

* * * * *

XBRL-Related Documents. The term 

XBRL-Related Documents means 

documents related to presenting 

financial information in eXtensible 

Business Reporting Language that are 

part of a voluntary submission in 

electronic format in accordance with 

§ 232.401. 

7. Amend § 232.305 by revising 

paragraph (b) to read as follows:

§ 232.305 Number of characters per line; 

tabular and columnar information. 

(a) * * * 

(b) Paragraph (a) of this section does 

not apply to HTML documents or XBRLRelated Documents (§ 232.11). 

8. Amend Part 232 by adding an 

undesignated center heading and text to 

§§ 232.401 and 232.402 to read as 

follows: 

XBRL-Related Documents

§ 232.401 XBRL-Related Document 

submissions. 

(a) An electronic filer that participates 

in the voluntary XBRL (eXtensible 

Business Reporting Language) program 

may submit, in electronic format as an 

exhibit to the filing to which they relate 

or, if the electronic filer is eligible to file 

a Form 8–K (§ 249.308 of this chapter) 

or a Form 6–K (§ 249.306 of this 

chapter), a Form 8–K or a Form 6–K, as 

applicable, that references such filing, 

XBRL-Related Documents (§ 232.11 of 

this chapter) that reflect the same 

information, prepared in accordance 

with U.S. generally accepted accounting 

principles, as appears in one or more of 

the portions specified in paragraph (b) 

of this section of the official version of 

such filing in accordance with the 

EDGARLink Filer Manual and, as 

applicable, one of Item 601(b)(100) of 

Regulation S–K (§ 229.601(b)(100) of 

this chapter), Item 601(b)(100) of 

Regulation S–B (§ 228.601(b)(100) of 

this chapter), Form 20–F (§ 249.220f of 

this chapter), Form 6–K or § 270.8b–33 

of this chapter. An electronic filer may 

submit such exhibit with, or in an 

amendment to, either the filing to which 

it relates or, if the electronic filer is 

eligible to file a Form 8–K or a Form 6–

K, a Form 8–K or a

Form 6–K, as applicable, that references 

such filing if such Form 8–K or Form 6–

K is submitted no earlier than such 

filing is filed. 

(b) XBRL-Related Documents must 

reflect the same information, prepared 

in accordance with U.S. generally 

accepted accounting principles, as 

appears in one or more of the following 

portions of the official version of the 

related filing: 

(1) The complete set of financial 

statements;

(2) Earnings information (whether 

contained in the body of the related 

filing or in an exhibit and whether filed 

or furnished); 

(3) Financial highlights or condensed 

financial information, as applicable (if 

the related filing has been filed under 

the Investment Company Act); or 

(4) Schedule of investments (if the 

related filing has been filed under the 

Investment Company Act).

Note to § 232.401: Although XBRL-Related 

Documents are required by this section to 

reflect the same information as appears in the 

corresponding portion of the official version 

of the filing to which they relate, investors 

and others should continue to rely on the 

official version of the filing rather than the 

XBRL-Related Documents.

§ 232.402 Liability for XBRL-Related 

Documents. 

(a) Not deemed filed for liability 

purposes. XBRL-Related Documents, 

regardless whether they are exhibits to 

a document incorporated by reference 

into a filing: 

(1) Are not deemed filed for purposes 

of section 18 of the Exchange Act (15 

U.S.C. 78r), section 16 of the Public 

Utility Act (15 U.S.C. 79p), section 323 


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of the Trust Indenture Act (15 U.S.C. 

77www) or section 34(b) of the 

Investment Company Act (15 U.S.C. 80–

33(b)); 

(2) Are not deemed incorporated by 

reference; 

(3) Are not otherwise subject to the 

liabilities of these sections; 

(4) Are subject to all other liability 

and anti-fraud provisions of these Acts; 

and 

(5) Are deemed filed for purposes of 

Item 103 of Regulation S–T (§ 232.103 of 

this chapter). 

(b) Accurate reflection of underlying 

documents. An electronic filer is not 

liable under the Securities Act, 

Exchange Act, Public Utility Act, Trust 

Indenture Act or Investment Company 

Act for information in its XBRL-Related 

Documents that reflects the same 

information as appears in the 

corresponding portion of the official 

version of the filing to which they relate 

to the extent that such information was 

not materially false or misleading in 

such official version of the filing. To the 

extent the information in an electronic 

filer’s XBRL-Related Documents does 

not reflect the same information as 

appears in the corresponding portion of 

the official version of the filing to which 

they relate, the information in the 

XBRL-Related Documents will be 

deemed to reflect the same information 

for purposes of this paragraph if the 

electronic filer makes a good faith and 

reasonable attempt to reflect the same 

information and, as soon as reasonably 

practicable after the electronic filer 

becomes aware that the XBRL-Related 

Documents do not reflect the same 

information, the electronic filer amends 

the XBRL-Related Documents and, as a 

result, they reflect the same information.

PART 240—GENERAL RULES AND 

REGULATIONS, SECURITIES 

EXCHANGE ACT OF 1934 

9. The authority citation for Part 240 

continues to read in part as follows:

Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 

77s, 77z–2, 77z–3, 77eee, 77ggg, 77nnn, 

77sss, 77ttt, 78c, 78d, 78e, 78f, 78g, 78i, 78j, 

78j–1, 78k, 78k–1, 78l, 78m, 78n, 78o, 78p, 

78q, 78s, 78u–5, 78w, 78x, 78ll, 78mm, 79q, 

79t, 80a–20, 80a–23, 80a–29, 80a–37, 80b–3, 

80b–4 80b–11, and 7201 et seq.; and 18 

U.S.C. 1350, unless otherwise noted.

* * * * *

10. Amend § 240.13a–14 by adding 

paragraph (h) to read as follows:

§ 240.13a–14 Certification of disclosure in 

annual and quarterly reports.

* * * * *

(h) The certification requirements of 

this section do not apply to XBRLRelated Documents, as defined in 

§ 232.11 of this chapter. 

11. Amend § 240.15d–14 by adding 

paragraph (h) to read as follows:

§ 240.15d–14 Certification of disclosure in 

annual and quarterly reports.

* * * * *

(h) The certification requirements of 

this section do not apply to XBRLRelated Documents, as defined in 

§ 232.11 of this chapter.

PART 249—FORMS, SECURITIES 

EXCHANGE ACT OF 1934 

12. 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.; and 18 U.S.C. 1350, unless otherwise 

noted.

* * * * *

13. Amend Form 20–F (referenced in 

(§ 249.220f) by reserving paragraphs 16 

through 99 and adding paragraph 100 at 

the end of ‘‘Instructions as to Exhibits’’

to read as follows:

Note—The text of Form 20–F does not and 

this amendment will not appear in the Code 

of Federal Regulations.

FORM 20–F

* * * * *

INSTRUCTIONS AS TO EXHIBITS

* * * * *

16 through 99 [Reserved] 

100. XBRL-Related Documents. XBRLRelated Documents (§ 232.11 of this 

chapter).

* * * * *

14. Amend Form 6–K (referenced in 

(§ 249.306) by adding paragraph (5) to 

General Instruction C to read as follows:

Note—The text of Form 6–K does not and 

this amendment will not appear in the Code 

of Federal Regulations.

Form 6–K

* * * * *

GENERAL INSTRUCTIONS

* * * * *

C. * * * 

(1) * * * 

(5) XBRL-Related Documents. XBRLRelated Documents (§ 232.11 of this 

chapter) can be submitted if listed as 

exhibit 100.

* * * * *

PART 270—GENERAL RULES AND 

REGULATIONS, INVESTMENT 

COMPANY ACT OF 1940 

15. The authority citation for Part 270 

continues to read in part as follows:

Authority: 15 U.S.C. 80a–1 et seq., 80a–

34(d), 80a–37, and 80a–39, unless otherwise 

noted.

* * * * *

16. Revise § 270.8b–1 to read as 

follows:

§ 270.8b–1 Scope of §§ 270.8b–1 to 

270.8b–33. 

The rules contained in §§ 270.8b–1 to 

270.8b–33 shall govern all registration 

statements pursuant to section 8 of the 

Act [15 U.S.C. 80a–8], including 

notifications of registration pursuant to 

section 8(a), and all reports pursuant to 

section 30(a) or (b) of the Act [15 U.S.C. 

80a–29(a) or 80a–29(b)], including all 

amendments to such statements and 

reports, except that any provision in a 

form covering the same subject matter as 

any such rule shall be controlling.

§ 270.8b–2 [Amended] 

17. Amend § 270.8b–2 by revising the 

phrase ‘‘§§ 270.8b–1 through 270.8b–

32’’ to read ‘‘§§ 270.8b–1 through 

270.8b–33’’ in the introductory text of 

the section. 

18. Add § 270.8b–33 to read as 

follows:

§ 270.8b–33 XBRL-related documents. 

An electronic filer that participates in 

the voluntary XBRL (eXtensible 

Business Reporting Language) program 

may submit, in electronic format as an 

exhibit to the filing to which they relate, 

XBRL-Related Documents that reflect 

the same information, prepared in 

accordance with U.S. generally accepted 

accounting principles, as appears in the 

complete set of financial statements, the 

financial highlights or condensed 

financial information, as applicable, or 

the schedule of investments prepared in 

response to Items 1 and 6 of Form

N–CSR (§ 249.331 and § 274.128 of this 

chapter) or Item 1 of Form N–Q 

(§ 249.332 and § 274.130 of this 

chapter), in accordance with the 

EDGARLink Filer Manual. A registrant 

that submits XBRL-Related Documents 

as an exhibit to a Form must name each 

XBRL-Related Document ‘‘EX–100’’ as 

specified in the EDGARLink Filer 

Manual, and submit the XBRL-Related 

Documents separately for each series of 

an investment company registrant and 

each contract of an insurance company 

separate account. A registrant may 

submit such exhibit with, or in an 

amendment to, the filing to which it 

relates. 

19. Amend § 270.30a–2 by adding 

paragraph (d) to read as follows:

§ 270.30a–2 Certification of Forms N–CSR 

and N–Q.

* * * * *

59110 Federal Register / Vol. 69, No. 190 / Friday, October 1, 2004 / Proposed Rules 

(d) The certification requirements of 

this section do not apply to XBRLRelated Documents, as defined in § 232.11 of this chapter.

By the Commission.

Dated: September 27, 2004. 

Margaret H. McFarland, 

Deputy Secretary.

[FR Doc. 04–22034 Filed 9–30–04; 8:45 am] 

BILLING CODE 8010–01–P