6776 Federal Register / Vol. 74, No. 26 / Tuesday, February 10, 2009 / Rules and Regulations 

1 17 CFR 232.10 et seq. 

2 17 CFR 229.601. 

3 17 CFR 229.10 et seq. 

4 17 CFR 232.11. 

5 17 CFR 232.201. 

6 17 CFR 232.202. 

7 17 CFR 232.305. 

8 17 CFR 232.401. 

9 17 CFR 232.402. 

10 17 CFR 230.144. 

11 15 U.S.C. 77a et seq. 

12 17 CFR 240.12b–25. 

13 17 CFR 240.13a–14. 

14 17 CFR 240. 15d–14. 

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

16 17 CFR 239.13. 

17 17 CFR 239.16b. 

18 17 CFR 239.33. 

19 17 CFR 239.39. 

20 17 CFR 239.40. 

21 17 CFR 249.308a. 

22 17 CFR 249.310. 

23 17 CFR 249.322. 

24 17 CFR 249.220f. 

25 17 CFR 249.240f. 

26 17 CFR 249.306. 

27We proposed the amendments in Release No. 

33–8924 (May 30, 2008) [73 FR 32794]. The 

comment letters we received in response to the 

proposing release were filed in File Number S7–11– 

08 and are available at http://www.sec.gov/ 

comments/s7-11-08/s71108.shtml or from our 

Public Reference Room at 100 F Street, NE., 

Washington, DC 20549. 

28 In 1993, we began to require domestic issuers 

to file most documents electronically. Release No. 

33–6977 (Feb. 23, 1993) [58 FR 14628]. Electronic 

filing began with a pilot program in 1984. Release 

No. 33–6539 (June 27, 1984) [49 FR 28044]. 

SECURITIES AND EXCHANGE 

COMMISSION 

17 CFR Parts 229, 230, 232, 239, 240, 

and 249 

[Release Nos. 33–9002; 34–59324; 39–2461; 

IC–28609; File No. S7–11–08] 

RIN 3235–AJ71 

Interactive Data To Improve Financial 

Reporting 

AGENCY: Securities and Exchange 

Commission. 

ACTION: Final rule. 

SUMMARY: We are adopting rules 

requiring companies to provide 

financial statement information in a 

form that is intended to improve its 

usefulness to investors. In this format, 

financial statement information could 

be downloaded directly into 

spreadsheets, analyzed in a variety of 

ways using commercial off-the-shelf 

software, and used within investment 

models in other software formats. The 

rules will apply to public companies 

and foreign private issuers that prepare 

their financial statements in accordance 

with U.S. generally accepted accounting 

principles (U.S. GAAP), and foreign 

private issuers that prepare their 

financial statements using International 

Financial Reporting Standards (IFRS) as 

issued by the International Accounting 

Standards Board (IASB). Companies 

will provide their financial statements 

to the Commission and on their 

corporate Web sites in interactive data 

format using the eXtensible Business 

Reporting Language (XBRL). The 

interactive data will be provided as an 

exhibit to periodic and current reports 

and registration statements, as well as to 

transition reports for a change in fiscal 

year. The new rules are intended not 

only to make financial information 

easier for investors to analyze, but also 

to assist in automating regulatory filings 

and business information processing. 

Interactive data has the potential to 

increase the speed, accuracy and 

usability of financial disclosure, and 

eventually reduce costs. 

DATES: Effective Date: April 13, 2009 

except § 232.406T, which is effective 

from April 13, 2009 until October 31, 

2014. 

FOR FURTHER INFORMATION CONTACT: 

Mark W. Green, Senior Special Counsel 

(Regulatory Policy), Division of 

Corporation Finance at (202) 551–3430; 

Craig E. Slivka, Special Counsel, 

Division of Corporation Finance at (202) 

551–3430; Jeffrey W. Naumann, 

Assistant Director, Office of Interactive 

Disclosure at (202) 551–5352; or Jeffrey 

Ellis, Professional Accounting Fellow, 

Office of the Chief Accountant at (202) 

551–5300, U.S. Securities and Exchange 

Commission, 100 F Street, NE., 

Washington, DC 20549–3628. 

SUPPLEMENTARY INFORMATION: We are 

adding Rules 405 and 406T to 

Regulation S–T,1 and revising Item 601 2

of Regulation S–K,3 Rules 11,4 201,5

202,6 305,7 401,8 and 402 9 of Regulation 

S–T, Rule 144 10 under the Securities 

Act of 1933 (Securities Act),11 and Rules 

12b–25,12 13a–14 13 and 15d–14 14

under the Securities Exchange Act of 

1934 (Exchange Act).15 We also are 

revising Forms S–3,16 S–8,17 F–3,18 F– 

9 19 and F–10 20 under the Securities Act 

and Forms 10–Q,21 10–K,22 12b–25,23

20–F,24 40–F 25 and 6–K 26 under the 

Exchange Act. 

Table of Contents 

I. Introduction and Background 

A. Introduction 

B. Current Filing Technology and 

Interactive Data 

C. The Commission’s Multiyear Evaluation 

of Interactive Data and Overview of New 

Rules 

D. Summary of Adopted Amendments 

II. Discussion of Amendments 

A. Submission of Financial Information 

Using Interactive Data 

B. Phase-in Under the New Rules 

1. Overview 

2. Companies Covered by New Rules and 

Phase-in 

3. Information and Documents Covered by 

the New Rules 

a. Financial Statements, Footnotes, and 

Financial Statement Schedules 

b. Reports Covered by the New Rules 

c. Registration Statements Under the 

Securities Act Covered by the Rules 

d. Registration Statements Under the 

Exchange Act Covered by the Rules 

4. Initial Filing Grace Period 

5. Web Site Posting of Interactive Data 

C. Accuracy and Reliability of Interactive 

Data 

1. Voluntary Program 

2. Use of Technology To Detect Errors 

3. Application of Federal Securities Laws 

4. Officer Certifications and Integration of 

Interactive Data and Business 

Information Processing 

5. Continued Traditional Format 

D. Required Items 

1. Data Tags 

2. Regulation S–T and the EDGAR Filer 

Manual 

E. Consequences of Non-Compliance and 

Hardship Exemption 

III. Paperwork Reduction Act 

IV. Cost-Benefit Analysis 

V. Consideration of Burden on Competition 

and Promotion of Efficiency, 

Competition and Capital Formation 

VI. Final Regulatory Flexibility Act Analysis 

VII. Statutory Authority and Text of 

Amendments 

I. Introduction and Background 

A. Introduction 

On May 30, 2008, we issued a release 

in which we proposed for public 

comment amendments requiring 

companies to provide their financial 

statements to the Commission and on 

their corporate Web sites in interactive 

data format using XBRL.27 In this 

release, we are adopting the 

amendments substantially as proposed, 

but with the modifications discussed 

below. 

Over the last several decades, 

developments in technology and 

electronic data communication have 

facilitated greater transparency in the 

form of easier access to, and analysis of, 

financial reporting and disclosures. 

Technological developments also have 

significantly decreased the time and 

cost of filing disclosure documents with 

us. Most notably, in 1993 we began to 

require electronic filing on our 

Electronic Data Gathering, Analysis and 

Retrieval System (EDGAR).28 Since 

then, widespread use of the Internet has 

vastly decreased the time and expense 

of accessing disclosure filed with us. 

We continue to update our filing 

standards and systems as technologies 

improve. These developments assist us 

in our goal to promote efficient and 

transparent capital markets. For 


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Federal Register / Vol. 74, No. 26 / Tuesday, February 10, 2009 / Rules and Regulations 6777 

29Release No. 33–8230 (May 7, 2003) [68 FR 

25788 and 37044 (correction)] (required electronic 

filing of ownership reports) and Release No. 33– 

8891 (Feb. 6, 2008) [73 FR 10592] (required 

electronic filing of Form D [17 CFR 239.500]). 

30 17 CFR 249.103 and 274.202. 

31 17 CFR 249.104 and 274.203. 

32 17 CFR 249.105. 

33 17 CFR 239.500. 

34See, e.g., Release No. 34–56135 (July 26, 2007) 

[72 FR 42222]; Release No. 34–55146 (Jan. 22, 2007) 

[72 FR 4148]; Release No. 34–52056 (July 19, 2005) 

[70 FR 44722]; Release No. 33–8861 (November 21, 

2007) [72 FR 67790]; and Release No. 34–57172 

(Jan. 18, 2008) [73 FR 4450]. 

35Press Release No. 2008–179 (Aug. 19, 2008). 

36Release No. 33–8529 (Feb. 3, 2005) [70 FR 

6556]. 

37 15 U.S.C. 80a–1 et seq. 

38HTML is a standardized language commonly 

used to present text and other information on Web 

sites. 

39Release No. 33–8823 (July 11, 2007) [72 FR 

39290]. 

40These reports include reports on Forms 8–K 

and 6–K that either are required to be filed as a 

result of information regarding specified events or 

are filed voluntarily to disclose other information. 

41Unless otherwise stated, when we refer to 

registration statements, we mean registration 

statements filed under the Securities Act. 

42Transition reports generally must be filed when 

an issuer changes its fiscal closing date. The 

transition report covers the resulting transition 

period between the closing date of its most recent 

fiscal year and the opening date of its new fiscal 

year. See Rules 13a–10 [17 CFR 240.13a–10] and 

15d–10 [17 CFR 240.15d–10]. Unless otherwise 

stated, when we refer to Exchange Act reports, 

periodic reports, or ‘‘reports,’’ we mean quarterly 

and annual periodic reports as well as transition 

reports. 

example, since 2003 we have required 

electronic filing of certain ownership 

reports 29 filed on Forms 3,30 4,31 and 

5 32 in a format that provides interactive 

data, and recently we adopted similar 

rules governing the filing of Form D.33

In addition, recently we have 

encouraged, and in some cases required, 

public reporting companies and mutual 

funds to provide disclosures and 

communicate with investors using the 

Internet.34 Now, as part of our 

continuing efforts to assist investors 

who use Commission disclosures, as 

well as filers of that disclosure, we are 

adopting rules to require that financial 

statements be provided in a format that 

makes the information they contain 

interactive. 

Our adoption of the new rules is 

consistent with the recently announced 

plan to replace the EDGAR system with 

the Interactive Data Electronic 

Applications (IDEA) system. Based on a 

completely new architecture being built 

from the ground up, it will at first 

supplement and then eventually replace 

the EDGAR system. IDEA will facilitate 

the use and analysis of information 

submitted to the Commission in 

interactive data format.35

The new rules build on our voluntary 

filer program, started in 2005,36 that 

allowed us to evaluate certain uses of 

interactive data. The Commission has 

evaluated interactive data from an 

investor’s perspective in several ways, 

including holding a roundtable focused 

on investor/analyst needs from 

interactive data, meeting with various 

investor focused data service providers 

to understand the ways in which 

interactive data could improve their 

ability to serve investors, and, at the 

staff level, experimenting with analysis 

capabilities using the Commission’s 

viewer and other existing XBRL 

software. The voluntary program allows 

companies to submit financial 

statements on a supplemental basis in 

interactive format as exhibits to 

specified filings under the Exchange Act 

and the Investment Company Act of 

1940 (Investment Company Act).37

Companies that participate in the 

program still are required to file their 

financial statements in American 

Standard Code for Information 

Interchange (ASCII) or HyperText 

Markup Language (HTML).38 In 2007, 

we extended the program to enable 

mutual funds voluntarily to submit in 

interactive data format supplemental 

information contained in the risk/return 

summary section of their 

prospectuses.39 Over 100 companies 

have participated in the voluntary 

program. These companies span a wide 

range of industries and company 

characteristics, and have a total public 

float of over $2 trillion. 

Interactive data can create new ways 

for investors, analysts, and others to 

retrieve and use financial information in 

documents filed with us. For example, 

users of financial information will be 

able to download it directly into 

spreadsheets, analyze it using 

commercial off-the-shelf software, or 

use it within investment models in 

other software formats. Through 

interactive data, what is currently static, 

text-based information can be 

dynamically searched and analyzed, 

facilitating the comparison of financial 

and business performance across 

companies, reporting periods, and 

industries. 

Interactive data also provide a 

significant opportunity to automate 

regulatory filings and business 

information processing, with the 

potential to increase the speed, 

accuracy, and usability of financial 

disclosure. Such automation could 

eventually reduce costs. A company that 

uses a standardized interactive data 

format at earlier stages of its reporting 

cycle could reduce the need for 

repetitive data entry and, therefore, the 

likelihood of human error. In this way, 

interactive data may improve the quality 

of information while reducing its cost. 

Also, to the extent investors currently 

are required to pay for access to annual 

or quarterly report disclosure that has 

been extracted and reformatted into an 

interactive data format by third-party 

sources, the availability of interactive 

data in Commission filings will allow 

investors to avoid additional costs 

associated with third party sources. 

We believe that requiring issuers to 

file their financial statements using 

interactive data format will enable 

investors, analysts, and the Commission 

staff to capture and analyze that 

information more quickly and at less 

cost than is possible using the same 

financial information provided in a 

static format. Any investor with a 

computer and an Internet connection 

will have the ability to acquire and 

download interactive financial data that 

have generally been available only to 

large institutional users. The new 

interactive data requirements will not 

change disclosure requirements under 

the federal securities laws and 

regulations, but will add a requirement 

to include financial statements in a new 

interactive data format as an exhibit. 

Thus, the requirement that filers 

provide financial statements using 

interactive data will not otherwise alter 

at all the disclosure or formatting 

standards of periodic or other reports,40

registration statements,41 or transition 

reports.42 These filings will continue to 

be available as they are today for those 

who prefer to view the traditional textbased document. 

We received 79 comment letters 

relating to the proposing release from 

domestic and foreign commenters 

including investor groups, pension 

funds, corporations, accounting and law 

firms, vendors and service providers, 

individuals, and corporate, professional 

and trade associations. Many 

commenters generally supported the 

proposed requirement to submit 

financial information in interactive data 

format, but many also expressed 

concern about specific aspects of the 

proposed rules including, in particular, 

the proposed phase-in requirement, 

detailed tagging of footnotes and 

liability related to the interactive data 

file. The final amendments adopt the 

rules substantially as proposed, with 

some changes to address issues 

expressed in the comment letters. We 

discuss specific comments where 

applicable throughout this release. 


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43Rule 301 under Regulation S–T [17 CFR 

232.301] requires electronic filings to comply with 

the EDGAR Filer Manual, and Section 5.1 of the 

Filer Manual requires that electronic filings be in 

ASCII or HTML format. Rule 104 under Regulation 

S–T [17 CFR 232.104] permits filers to submit 

voluntarily as an adjunct to their official filings in 

ASCII or HTML unofficial PDF copies of filed 

documents. Unless otherwise stated, we refer to 

filings in ASCII or HTML as traditional format 

filings. 

44 15 U.S.C. 78p(a). 

45The term ‘‘open standard’’ is generally applied 

to technological specifications that are widely 

available to the public, royalty-free, at minimal or 

no cost. 

46 XBRL U.S. is a 501(c)(6) organization. Internal 

Revenue Code section 501(c)(6) applies to 

‘‘Business leagues, chambers of commerce, realestate boards, boards of trade, or professional 

football leagues (whether or not administering a 

pension fund for football players), not organized for 

profit and no part of the net earnings of which 

inures to the benefit of any private shareholder or 

individual.’’ See 26 U.S.C. 501(c)(6). 

47 XBRL U.S. supports efforts to promote 

interactive financial and business data specific to 

the U.S., including U.S. GAAP. 

48That contract has been completed. 

49Unless stated otherwise, when we refer to the 

‘‘list of tags for U.S. financial statement reporting’’ 

we mean the interactive data taxonomy as approved 

by XBRL U.S. that is based on U.S. GAAP, 

Commission regulations, and common financial 

reporting practices used in the preparation of 

financial statements in the U.S. 

50The new rules define the interactive data in 

machine-readable format required to be submitted 

as the ‘‘interactive data file,’’ which will be required 

with every interactive data submission. See § 232.11 

of Regulation S–T. 

51For example, contextual information will 

identify the entity to which it relates, usually by 

using the filer’s CIK number. A hypothetical filer 

converting its traditional electronic disclosure of 

$1,000,000 of net sales would have to create 

interactive data that identify what the 1,000,000 

represents, net sales, and the currency in which it 

is disclosed, dollars. The contextual information 

will include other information as necessary; for 

example, whether it relates to an annual report or 

quarterly report, the financial reporting period, 

continuing or discontinued operations, or actual, 

restated, forecast, pro forma or other type of 

disclosure. 

52 In other cases, without a relevant and 

appropriate tag in the list of tags, a company will 

be required to create an extension in order to 

provide interactive data that are equivalent to the 

corresponding portion of the traditional format 

filing. 

53Unless otherwise stated, extensions, whether 

relating to an element or a label, are not part of the 

standard list of tags. 

54As used in this release, the phrase ‘‘IFRS as 

issued by the IASB’’ refers to the authoritative text 

of IFRS, which, according to the Constitution of the 

International Accounting Standards Committee 

Foundation (IASCF), is published in English. See 

‘‘International Financial Reporting Standards, 

including International Accounting Standards and 

Interpretations as at 1 January 2007,’’ Preface to 

International Financial Reporting Standards, at 

paragraph 23. See http://www.iasb.org/xbrl/ 

index.html. The IASCF released the 2008 taxonomy 

(list of tags) on March 31, 2008. See IASB Press 

Release, The IASC Foundation publishes IFRS 

Taxonomy 2008, (March 31, 2008). Following a 60- 

day public consultation period, the IASCF 

published the final list of tags in June 2008. See 

IASB Press Release IASC Foundation publishes 

IFRS Taxonomy 2008 (June 24, 2008). Recently, the 

IASC published the IFRS Taxonomy Guide. See 

IASB Press Release, The IASC Foundation 

B. Current Filing Technology and 

Interactive Data 

Companies filing electronically are 

required to file their registration 

statements, quarterly, annual and 

current reports, and transition reports in 

ASCII or HTML format.43 Also, to a 

limited degree, our electronic filing 

system uses other formats for internal 

processing and document-type 

identification. For example, our system 

uses eXtensible Markup Language 

(XML) to process reports of beneficial 

ownership of equity securities on Forms 

3, 4, and 5 under Section 16(a) of the 

Exchange Act.44

Electronic formats such as HTML, 

XML, and XBRL are open standards 45

that define or ‘‘tag’’ data using standard 

definitions. The tags establish a 

consistent structure of identity and 

context. This consistent structure can be 

recognized and processed by a variety of 

different software applications. In the 

case of HTML, the standardized tags 

enable Web browsers to present Web 

sites’ embedded text and information in 

predictable format. In the case of XBRL, 

software applications, such as 

databases, financial reporting systems, 

and spreadsheets, recognize and process 

tagged financial information. XBRL was 

derived from the XML standard. It was 

developed and continues to be 

supported by XBRL International, a 

consortium of approximately 550 

organizations representing many 

elements of the financial reporting 

community worldwide. XBRL U.S., the 

international organization’s U.S. 

jurisdiction representative, is a nonprofit organization 46 that includes 

companies, public accounting firms, 

software developers, filing agents, data 

aggregators, stock exchanges, regulators, 

financial services companies, and 

industry associations.47 In 2006, the 

Commission contracted with XBRL U.S. 

to develop the taxonomy or standard list 

of tags necessary for financial reporting 

in interactive format consistent with 

U.S. GAAP and Commission 

regulations.48 In developing the 

taxonomy, XBRL U.S., which is 

responsible for the content of the 

taxonomy, included items required by 

U.S. GAAP and the Commission’s 

regulations, however they also included 

other items that are commonly used by 

companies in their financial statements. 

In addition to undergoing a public 

review and comment period, the 

taxonomy was reviewed by the staff of 

the Financial Accounting Standards 

Board (FASB) and the Commission. The 

FASB staff is involved in the process for 

creating and reviewing tags for new 

accounting pronouncements as they are 

published and in the future the draft 

tags may even be published with the 

accounting standard. Currently, the 

Commission has a contract with XBRL 

U.S. to develop the standard list of tags 

for the risk/return summary section of 

mutual fund prospectuses and the 

schedule of investments for investment 

companies. 

Financial reporting in interactive 

format requires a standard list of tags. 

These tags are similar to definitions in 

an ordinary dictionary, and they cover 

a variety of financial concepts that can 

be read and understood by software 

applications. For financial statements 

prepared in accordance with U.S. 

GAAP, a filer will use the list of tags for 

U.S. financial statement reporting.49

This list of tags contains descriptive 

labels, definitions, authoritative 

references to U.S. GAAP and 

Commission regulations where 

applicable, and other elements, all of 

which provide the contextual 

information necessary for interactive 

data 50 to be recognized and processed 

by software.51

Data tags are applied to financial 

statements by using commercially 

available software that guides a preparer 

to tag information in the financial 

statements with the appropriate tags in 

the standard list. Each element in the 

standard list of tags has a standard label. 

A company can therefore match the 

standard labels to each caption in its 

financial statements. Occasionally, 

because filers have considerable 

flexibility in how financial information 

is reported under U.S. reporting 

standards, it is possible that a company 

may wish to use a non-standard 

financial statement line item that is not 

included in the standard list of tags. In 

this situation, a company will create a 

company-specific element, called an 

extension.52 For example, what a 

company identifies in its traditional 

format financial statements as 

‘‘operating revenues’’ may be associated 

with an element that has ‘‘net revenues’’ 

as the standard label. In this situation, 

a company will need to change, or 

extend, the standard label to become 

‘‘operating revenues’’ when it tags that 

disclosure with the element.53 A 

company may choose to tag its own 

financial statements using commercially 

available software, or it may choose 

instead to outsource the tagging process. 

By the same process, a filer that 

prepares its financial statements in 

accordance with IFRS as issued by the 

IASB54 will use the IFRS list of tags to 


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publishes the IFRS Taxonomy Guide (August 28, 

2008). 

55Unless stated otherwise, when we refer to the 

‘‘IFRS list of tags’’ we mean the list of tags for 

financial statements prepared in accordance with 

IFRS as issued by the IASB. 

56Press Release No. 2004–97 (July 22, 2004). 

57A viewer for the voluntary program is available 

at http://www.sec.gov/spotlight/xbrl/ 

xbrlwebapp.shtml. This viewer maintains a running 

total of companies and filers submitting data as part 

of the voluntary program. As of January 2, 2009, 125 

companies had submitted over 540 interactive data 

reports. 

58However, well-developed and widespread 

application of XBRL to financial reports used by 

investors is not yet the international norm. 

According to the commenter EuropeanIssuers, 

‘‘XBRL is permitted or required by regulators * * * 

only * * * for certain reports filed with banking 

regulators or unconsolidated financial statements 

filed with the commercial registries [and] XBRL is 

not currently being used in Europe for financial 

reporting to investors.’’ EuropeanIssuers is a nonprofit pan-European organization formed when the 

European Association of Listed Companies and the 

Union of Issuers Quoted in Europe combined their 

organizations in 2008. The organization states that 

it represents the vast majority of publicly quoted 

companies in Europe. 

59Since 2005, the FDIC, Federal Reserve, and the 

OCC have required the insured institutions that 

they oversee to file their quarterly Consolidated 

Reports of Condition and Income (called Call 

Reports) in interactive data format using XBRL. Call 

Reports, which include data about an institution’s 

balance sheet and income statement, are used by 

these federal agencies to assess the financial health 

and risk profile of the financial institution. 

60See Improved Business Process Through XBRL: 

A Use Case for Business Reporting, available at 

http://www.xbrl.org/us/us/ 

FFIEC%20White%20Paper%2002Feb2006.pdf. 

61See XBRL International Progress Report 

(November 2007), available at http://www.xbrl.org/ 

ProgressReports/ 

2007_11_XBRL_Progress_Report.pdf. 

62See materials available at http://www.sec.gov/ 

spotlight/xbrl/xbrl-meetings.shtml. 

63Press Release No. 2007–213 (October 9, 2007). 

64Press Release No. 2007–227 (November 9, 

2007). 

65For example, CIFiR conducted an open meeting 

on March 14, 2008 in which it heard reactions from 

an invited panel of participants to CIFiR’s 

developed proposal regarding required filing of 

financial information using interactive data. An 

archived Web cast of the meeting is available at 

http://sec.gov/about/offices/oca/cifir.shtml. The 

March 14, 2008 panelists presented their views and 

engaged with CIFiR members regarding issues 

relating to requiring interactive data tagged 

financial statements, including tag list and 

technological developments, implications for large 

and small public companies, needs of investors, 

necessity of assurance and verification of such 

tagged financial statements, and legal implications 

arising from such tagging. Also, CIFiR has provided 

to the Commission a Final Report that recommends 

that the Commission, over the long term, require the 

filing of financial information using interactive data 

once specified conditions are satisfied. See Final 

Report of the Advisory Committee on 

Improvements to Financial Reporting to the United 

States Securities and Exchange Commission (Aug. 

1, 2008) (Final Report), available at http:// 

www.sec.gov/about/offices/oca/acifr/acifrfinalreport.pdf. CIFiR’s recommendation is 

discussed more fully in Part II.B.2 below. 

66See Progress Report of the Advisory Committee 

on Improvements to Financial Reporting to the 

United States Securities and Exchange Commission 

(Feb. 14, 2008) (Progress Report), available at 

http://www.sec.gov/rules/other/2008/33-8896.pdf. 

The XBRL developed proposal appears in chapter 

4 of the Progress Report. Written statements of 

panelists at the March 14, 2008 meeting and public 

comments received on the Progress Report are 

available at http://sec.gov/comments/265-24/265- 

24.shtml. 

create its interactive data-formatted 

financial statements.55 The IFRS list of 

tags contains descriptive labels, 

authoritative references to IFRS where 

applicable, and other elements and 

concepts that provide the contextual 

information necessary for interactive 

data to be recognized and processed by 

software. The IASCF has developed the 

IFRS list of tags. To create interactive 

data using the IFRS list of tags, an issuer 

generally will need to follow the same 

mapping, extension and tagging process 

as will a company that uses the list of 

tags for U.S. financial statement 

reporting. As further discussed below, 

the IASCF is collaborating with XBRL 

U.S. and other parties to align the U.S. 

GAAP and IFRS lists of tags to make 

them more interoperable and 

comparable. This collaboration involves 

the development of the appropriate 

scope for the IFRS list of tags’ content 

and technology architecture and 

currently totals 2,700 IFRS tags. 

Because financial statements in 

interactive data format are intended to 

be processed by software applications, 

the unprocessed data are not readable 

by humans. Thus, viewers are necessary 

to convert or ‘‘render’’ the interactive 

data file to human readable format. 

Some viewers are similar to Web 

browsers used to read HTML files. 

The Commission’s Web site currently 

provides links to viewers that allow the 

public to easily read company 

disclosures submitted using interactive 

data. These viewers are intended to 

demonstrate the capability of software 

to present interactive data in humanreadable form and to provide open 

source software to give developers a free 

resource they can use as is or build 

upon. As noted above, software also is 

able to process interactive data so as to 

automate and, as a result, facilitate 

access to and analysis of tagged data. In 

addition, we are aware of other 

applications under development that 

may provide additional and advanced 

functionality. 

C. The Commission’s Multiyear 

Evaluation of Interactive Data and 

Overview of New Rules 

In 2004, we began to assess the 

benefits of interactive data and its 

potential to improve the timeliness and 

accuracy of financial disclosure and 

analysis of Commission filings.56 As 

part of this evaluation, we adopted rules 

in 2005 that permitted filers, on a 

voluntary basis, to provide financial 

disclosure in interactive data format as 

an exhibit to certain filings on our 

electronic filing system. The voluntary 

program has been based on an earlier 

version of the list of tags for U.S. 

financial statement reporting, which 

does not include a full array of standard 

elements for financial statement 

footnotes and schedules. After more 

than two years of increasing 

participation, 100 companies have 

chosen to provide interactive data 

financial reporting.57

During this time, we have kept 

informed of technology advances and 

other interactive data developments. We 

note that several U.S. and foreign 

regulators have begun to incorporate 

interactive data into their financial 

reporting systems.58 In the U.S., the 

Federal Deposit Insurance Corporation 

(FDIC), the Federal Reserve, and the 

Office of the Comptroller of the 

Currency (OCC) require the use of 

XBRL.59 Since 2006, approximately 

8,200 U.S. financial institutions have 

been using XBRL to submit quarterly 

reports to banking regulators.60

Internationally, countries that require or 

have instituted voluntary or pilot 

programs for XBRL financial reporting 

include Australia, Belgium, Canada, 

China, Denmark, France, Germany, 

Ireland, Israel, Japan, Korea, 

Luxembourg, the Netherlands, New 

Zealand, Norway, Singapore, Spain, 

Sweden, Thailand and the United 

Kingdom.61

We also have kept informed of 

relevant advances and developments by 

hosting roundtables on the topic of 

interactive data financial reporting,62

creating the Commission’s Office of 

Interactive Disclosure,63 and meeting 

with international securities regulators 

to discuss, among other items, 

timetables for implementation of 

interactive data initiatives for financial 

reporting.64 Also, staff of the 

Commission attended meetings of the 

Advisory Committee on Improvements 

to Financial Reporting (CIFiR) in which 

the committee discussed proposals for 

financial reporting using interactive 

data.65 We also have reviewed written 

statements and public comments 

received by CIFiR on its XBRL 

developed proposal 66 that preceded its 

XBRL final recommendation. 

Building on our experience from the 

voluntary program, and our 

participation in the other initiatives 

described above, we proposed rules to 

require financial reporting using 

interactive data, and are now adopting 


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6780 Federal Register / Vol. 74, No. 26 / Tuesday, February 10, 2009 / Rules and Regulations 

67 17 CFR 249.308. 

68The specified financial statements are 

discussed in detail in n. 74. 

69The new rules will not include any investment 

company that is registered under the Investment 

Company Act or any ‘‘business development 

company,’’ as defined in Section 2(a)(48) of that Act 

[15 U.S.C. 80a–2(a)(48)]. Business development 

companies are a category of closed-end investment 

companies that are not required to register under 

that Act. The new rules also will not include any 

entity that reports under the Exchange Act and 

prepares its financial statements in accordance with 

Article 6 of Regulation S–X [17 CFR 210.6–01 et 

seq.]. The new rules will not apply to these entities 

because the standard list of tags for investment 

management is under development. 

70Exchange Act Rule 12b–2 [17 CFR 240.12b–2] 

generally defines ‘‘large accelerated filer’’ as an 

issuer that has common equity held by unaffiliated 

persons with a value of at least $700 million, has 

been subject to the Exchange Act’s periodic 

reporting requirements for at least 12 months, has 

filed at least one annual report, and is not eligible 

to use the disclosure requirements available to 

smaller reporting companies for its periodic reports. 

71The $5 billion cutoff will establish a category 

of approximately 500 filers that will be subject to 

the interactive data requirements in the first year. 

72The proposing release at n. 89 stated our 

intention that the float measurement date be 

consistent with the measurement date for 

determining large accelerated filer status. 

Throughout the proposing release, however, we 

inadvertently characterized the measurement date 

as the end of the most recently completed second 

fiscal quarter rather than the end of the second 

fiscal quarter of the most recently completed fiscal 

year. We now characterize the measurement date in 

the latter manner to conform it to our stated 

intention. 

73 Interactive data will be required as an exhibit 

to a Securities Act registration statement that 

contains financial statements, such as a Form S–1 

[17 CFR 239.11], but not required in connection 

with an initial public offering. Interactive data will 

not be required as an exhibit to a Securities Act 

registration statement that does not contain 

financial statements, such as a Form S–3 or other 

form filed by an issuer that is eligible to and does 

incorporate by reference all required financial 

statements from its periodic reports. Also, 

interactive data will not be required as an exhibit 

to an Exchange Act registration statement. 

74 In connection with registration statements 

where historical financial statements are 

incorporated by reference, issuers often file under 

cover of Form 8–K or 6–K their revised audited 

annual financial statements when their previously 

filed annual financial statements are required to be 

revised, pursuant to applicable accounting 

standards, to reflect the effects of certain 

subsequent events, including a discontinued 

operation, a change in reportable segments, or a 

change in accounting principle. Also, foreign 

private issuers occasionally may file current interim 

financial statements pursuant to the nine-month 

updating requirement of Item 8.A.5 of Form 20–F 

under cover of Form 6–K which are incorporated 

by reference into a registration statement. In these 

circumstances, the interactive data exhibit will be 

required to be included in the Form 8–K or 6–K to 

accompany the traditional format financial 

statements to which they relate. Interactive data 

exhibits related to financial statements that have 

been restated to correct an accounting error will be 

required to be included in any amended registration 

statement or periodic report or transition report that 

contains the restated traditional format financial 

statements. The requirement to submit restated 

financial statements in interactive data format in 

such an instance would depend on whether the 

original filing contained financial statements for 

fiscal periods regarding which the filer was subject 

to the interactive data requirements. For instance, 

for those filers in the first phase-in period, the 

financial statements being restated would only have 

to be submitted in interactive data format if they 

were originally for fiscal periods ending on or after 

June 15, 2009. 

75When we refer to financial statements, we 

mean the face of the financial statements and 

accompanying footnotes. The face of the financial 

statements refers to the statement of financial 

position (balance sheet), income statement, 

statement of comprehensive income, statement of 

cash flows, and statement of owners’ equity, as 

required by Commission regulations. References to 

the financial statements as required for interactive 

data reporting include any required schedules to 

the financial statements, unless we expressly state 

otherwise. 

76 Item 10(f)(1) of Regulation S–K [17 CFR 

229.10(f)(1)], Rule 405 under the Securities Act [17 

CFR 230.405] and Rule 12b–2 under the Exchange 

Act [17 CFR 240.12b–2] define the term ‘‘smaller 

reporting company,’’ in general, as a company that 

has common equity securities held by non-affiliates 

with a market value of less than $75 million or, if 

that value cannot be calculated, had less than $50 

million in revenue in the prior fiscal year. 

77The amendments will not require or permit 

foreign private issuers that prepare their financial 

statements in accordance with a variation of IFRS 

as issued by the IASB to provide interactive data. 

those rules with the modifications 

discussed below. The rules will apply to 

domestic and foreign public companies 

that prepare their financial statements 

in accordance with U.S. GAAP, and 

foreign private issuers that prepare their 

financial statements in accordance with 

IFRS as issued by the IASB. Filers will 

be required to include an exhibit 

containing interactive data with their 

Securities Act registration statements, 

quarterly, if applicable, and annual 

reports, and transition reports, as well 

as reports on Forms 8–K 67 or 6–K that 

contain specified financial statements.68

Filers also will be required to provide it 

on their company Web sites.69 We 

believe requiring the submission and 

posting of interactive data has the 

potential to provide advantages for the 

investing public by making financial 

data more accessible, timely, 

inexpensive and easier to analyze. 

By enabling filers to further automate 

their financial processes, interactive 

data may eventually help filers improve 

the timeliness of, and speed at which 

they generate, financial information, 

while reducing the cost of filing and 

potentially increasing the accuracy of 

the information. For example, with 

standardized interactive data tags, 

registration statements and periodic and 

current reports may require less time for 

information gathering and review. Also, 

standardized interactive data tagging 

may enhance the ability of an issuer’s 

in-house financial professionals to 

identify and correct errors in the issuer’s 

registration statements and periodic and 

current reports filed in traditional 

electronic format. Filers also may gain 

benefits not directly related to public 

financial disclosures. For example, filers 

that use interactive data may be able to 

consolidate enterprise financial 

information more quickly and 

potentially more reliably across 

operating units with different 

accounting systems. However, we 

recognize that at the outset, filers will 

most likely prepare their interactive 

data as an additional step after their 

financial statements have been 

prepared. 

D. Summary of Adopted Amendments 

The principal elements of the new 

rules are as follows: 

• Domestic and foreign large 

accelerated filers 70 that use U.S. GAAP 

and have a worldwide public common 

equity float above $5 billion 71 as of the 

end of the second fiscal quarter of their 

most recently completed fiscal year 72

will provide to the Commission a new 

exhibit.73 The exhibit will be required 

with such filers’ Securities Act 

registration statements, quarterly, if 

applicable, and annual reports, and 

transition reports, as well as reports on 

Form 8–K or Form 6–K that contain 

revised or updated financial 

statements.74 The exhibit will contain 

the financial statements 75 and any 

applicable financial statement schedules 

in interactive data format. The 

requirement will apply beginning with 

a periodic report on Form 10–Q, Form 

20–F or Form 40–F containing financial 

statements for a fiscal period ending on 

or after June 15, 2009. 

• All other domestic and foreign large 

accelerated filers using U.S. GAAP will 

be subject to the same interactive data 

reporting requirements the following 

year, beginning with a periodic report 

on Form 10–Q, Form 20–F or Form 40– 

F containing financial statements for a 

fiscal period ending on or after June 15, 

2010. 

• All remaining filers using U.S. 

GAAP, including smaller reporting 

companies,76 and all foreign private 

issuers that prepare their financial 

statements in accordance with IFRS as 

issued by the IASB,77 will be subject to 

the same interactive data reporting 

requirements beginning with a periodic 

report on Form 10–Q, Form 20–F or 

Form 40–F containing financial 

statements for a fiscal period ending on 

or after June 15, 2011. 

• Filers that first become subject to 

the requirement to submit interactive 

data after year three (i.e., companies that 

become subject to our reporting 

requirements after the phase-in is 

complete), will first be required to 


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78The adopted interactive data requirements 

would not apply to asset-backed filings because 

issuer financial statements are generally not 

required or provided in filings made pursuant to 

Regulation AB (17 CFR 229.1100 et seq.). 

79New Rule 405 of Regulation S–T will directly 

set forth the basic tagging requirements and 

indirectly set forth the rest of the tagging 

requirements through the requirement to comply 

with the EDGAR Filer Manual. Consistent with new 

Rule 405, the Filer Manual will contain the 

technical tagging requirements. 

80The day the registration statement or report is 

submitted electronically to the Commission may 

not be the business day on which it was deemed 

officially filed. For example, a filing submitted after 

5:30 p.m. generally is not deemed officially filed 

until the following business day. Under the new 

rules, the Web posting will be required at any time 

on the same calendar day that the related 

registration statement or report is deemed officially 

filed or required to be filed, whichever is earlier. 

81 17 CFR 230.144. 

82Filers that do not provide or post required 

interactive data on the date required with respect 

to a Securities Act filing will be deemed not current 

with their Exchange Act reports. 

83On December 17, 2008, the Commission voted 

to adopt rules requiring interactive data for the risk/ 

return summary section of mutual fund 

prospectuses. See Press Release No. 2008–300 

(December 18, 2008). See also Release No. 33–8929 

(June 10, 2008) [73 FR 35442] (mutual fund 

proposing release). 

84Although the interactive data formatted version 

of the financial statements will be provided in a 

separate exhibit and subject to modified liability 

during the specified period, the financial statements 

themselves will, of course, continue to be part of 

the registration statement or report and therefore 

subject to the full panoply of the federal securities 

laws, including, without limitation, Sections 11, 

12(a)(2) and 17 of the Securities Act and Sections 

10(b), 13 and 18 of the Exchange Act. 

submit an interactive data file for their 

first periodic report on Form 10–Q or 

first annual report on Form 20–F or 

Form 40–F, as applicable. 

• The amendments will not alter the 

requirements to provide financial 

statements and any required financial 

statement schedules with the traditional 

format filings. 

• Financial statements in interactive 

data format will be provided as exhibits 

identified in Item 601(b) of Regulation 

S–K and Forms F–9, F–10, 20–F, 6–K 

and 40–F.78

• Financial statement footnotes and 

financial statement schedules initially 

will be tagged individually as a block of 

text. After a year of such tagging, a filer 

also will be required to tag the detailed 

quantitative disclosures within the 

footnotes and schedules and will be 

permitted, but not required, to the 

extent they choose, to tag each narrative 

disclosure. 

• The amendments will require the 

financial information and document and 

entity identifier elements, such as the 

form type, company name, and public 

float, to be tagged according to 

Regulation S–T and the EDGAR Filer 

Manual.79

• Interactive data exhibits will be 

required at the same time as the rest of 

the related report or Securities Act 

registration statement, except for the 

following two circumstances. The initial 

interactive data exhibit of a filer will be 

required within 30 days after the earlier 

of the due date or filing date of the 

related report or registration statement, 

as applicable. In year two, a filer will 

have a similar 30 day grace period for 

its first interactive data exhibit that 

includes detailed tagging of its footnotes 

and schedules. 

• A filer required to provide financial 

statements in interactive data format to 

the Commission also will be required to 

post those financial statements in 

interactive data format on its corporate 

Web site not later than the end of the 

calendar day it filed or was required to 

file the related registration statement or 

report with the Commission, whichever 

is earlier.80

• Filers that do not provide or post 

required interactive data on the date 

required will be deemed not current 

with their Exchange Act reports and, as 

a result, will not be eligible to use the 

short Form S–3, F–3, or S–8, or elect 

under Form S–4 or F–4 to provide 

information at a level prescribed by 

Form S–3 or F–3. Similarly, such filers 

will not be deemed to have available 

adequate current public information for 

purposes of the resale exemption safe 

harbor provided by Rule 144.81 A filer 

that is deemed not current solely as a 

result of not providing or posting an 

interactive data exhibit when required 

will be deemed current upon providing 

or posting the interactive data. 

Therefore it will regain current status 

for purposes of short form registration 

statement eligibility, and determining 

adequate current public information 

under Rule 144. As such, it will not lose 

its status as having ‘‘timely’’ filed its 

Exchange Act reports solely as a result 

of the delay in providing interactive 

data.82

• Companies that are not required to 

provide interactive data until a later 

time will have the option to do so 

earlier and may provide interactive data 

at their discretion until required by the 

amendments. Such a company may also 

tag footnotes individually as a block of 

text until required to tag the detailed 

quantitative disclosures within the 

footnotes and schedules, but otherwise 

must follow the same requirements as 

those mandated and can only use a 

grace period for its initial submission 

and the initial detail-tagged-footnote 

submission, whether submitted 

voluntarily or as required by the 

amendments. 

• Companies may cease voluntary 

submissions at any time and need not 

tag their financial data at a pace other 

than at which the rules otherwise would 

require. 

• The voluntary program rules will be 

modified to permit investment 

companies to participate, but to exclude 

non-investment company participation. 

As a result, the voluntary program will 

continue for the financial statements of 

investment companies that are 

registered under the Investment 

Company Act, and business 

development companies and other 

entities that report under the Exchange 

Act and prepare their financial 

statements in accordance with Article 6 

of Regulation S–X.83

• An interactive data file generally 

will be subject to the federal securities 

laws in a modified manner similar to 

that of the voluntary program if the filer 

submits the interactive data file within 

24 months of the time the filer first is 

required to submit interactive data files 

but no later than October 31, 2014. 

During the time a filer’s interactive data 

files are treated in this modified 

manner, they will be 

Æ Deemed not filed for purposes of 

specified liability provisions; and 

Æ Protected from liability for failure 

to comply with the tagging requirements 

if the interactive data file failed to meet 

those requirements but the failure 

occurred despite the filer’s good faith 

effort and the filer corrected the failure 

promptly after becoming aware of it.84

• Also similar to the voluntary 

program, interactive data files will be 

excluded from the officer certification 

requirements under Rules 13a–14 and 

15d–14 of the Exchange Act. 

The principal changes from the 

proposing release include: 

• Modified treatment of liability for 

the interactive data files under the 

federal securities laws only will be 

available for interactive data files that a 

filer submits within 24 months of the 

time the filer first is required to submit 

interactive data files and no later than 

October 31, 2014. 

• The phase-in schedule has been 

changed from the proposal. The filers 

that will be phased in during year one 

will first be required to submit an 

interactive data file for a periodic report 

on Form 10–Q, Form 20–F or Form 40– 

F containing financial statements for a 

fiscal period ended on or after June 15, 

2009. Filers that are phased in during 

years two and three will be treated in a 

similar manner. Filers that first become 

subject to the requirement to submit 

interactive data after year three will first 

be required to submit an interactive data 


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6782 Federal Register / Vol. 74, No. 26 / Tuesday, February 10, 2009 / Rules and Regulations 

85Similar to Form 20–F, Form 40–F may be used 

either as a periodic report or a registration 

statement under the Exchange Act. As adopted, the 

amendments will require interactive data for Form 

40–F only when used as a periodic report. 

86See note 74 above. 

87Press Release No. 2006–158 (Sept. 25, 2006). 

88When we adopted the voluntary program, the 

list of tags for U.S. GAAP financial statement 

reporting contained approximately 4,000 data 

elements. The list of tags released on April 28, 2008 

contains approximately 13,000 data elements, with 

the most significant additions relating to the 

development of elements for standard U.S. GAAP 

footnote disclosure. 

89Press Release No. 2007–253 (Dec. 5, 2007). 

90As previously noted, however, the new rules 

will not apply to investment companies registered 

under the Investment Company Act and other 

entities. 

91Unless stated otherwise, when we refer to the 

‘‘list of tags for IFRS financial reporting’’ we mean 

the interactive data taxonomy that is based on IFRS 

as issued by the IASB. 

92See Press Release, The IASC Foundation 

publishes IFRS Taxonomy 2008 (March 31, 2008), 

available at http://www.iasb.org/News/Press+

Releases/The+IASC+Foundation+publishes+IFRS+

Taxonomy+2008.htm. 

93See Press Release, The IASC Foundation 

publishes IFRS Taxonomy 2008 (June 24, 2008), 

available at http://www.iasb.org/News/Press+

Releases/IASC+Foundation+publishes+IFRS+

Taxonomy+2008.htm. 

file for a quarterly report on Form 10– 

Q or annual report on Form 20–F or 

Form 40–F, as applicable. 

• The amendments will require that 

interactive data be submitted with a 

Securities Act registration statement 

filing only after a price or price range 

has been determined and any later time 

when the financial statements are 

changed, rather than requiring 

interactive data submissions with each 

filing. 

• The amendments will require 

companies to submit interactive data for 

financial statements contained in 

additional forms—Securities Act 

registration statements on Forms F–9 

and F–10 and periodic reports on Forms 

40–F 85 as well as reports on Forms 8– 

K and Form 6–K that contain revised or 

updated financial statements.86

• The timing of the required Web site 

posting has been eased. A filer must 

post the interactive data exhibit on its 

corporate Web site not later than the 

end of the calendar day it submitted or 

was required to submit the interactive 

data exhibit, whichever is earlier. As 

proposed, Web site posting would have 

been required by the end of the business 

rather than calendar day. 

• Interactive data will be required to 

be posted for at least 12 months on an 

issuer’s Web site. The proposing release 

did not specify this, but commenters 

requested clarification. 

• While the amendments will require 

filers to tag separately each amount 

within a footnote or schedule (i.e., 

monetary value, percentage, and 

number), the rules will permit, but not 

require, filers to tag, to the extent they 

choose, each narrative disclosure. 

We intend to monitor implementation 

and, if necessary, make appropriate 

adjustments to the adopted 

amendments. 

II. Discussion of Amendments 

A. Submission of Financial Information 

Using Interactive Data 

For several years XBRL U.S. and its 

related entities, in consultation with the 

Commission staff and FASB staff, have 

developed and refined the list of tags to 

classify and define financial information 

in accordance with U.S. financial 

reporting practices and Commission 

regulations.87 Many investors, 

accountants, and others, including 

companies that have been providing 

interactive data disclosure in the 

voluntary program, have helped in this 

process. 

Interactive data financial statements 

using the list of tags for U.S. financial 

statement reporting have been 

submitted voluntarily to us by over 100 

companies, some of which have done so 

since the start of the voluntary program. 

The list of tags for U.S. financial 

statement reporting has expanded 

significantly since the original version 

available for the voluntary program.88

During this period, there has been a 

continuous increase in both the number 

and capabilities of software products 

and applications for users of interactive 

data, as well as of the services to assist 

companies to tag their financial 

statements using interactive data.89 The 

growing number of software 

applications available to preparers and 

consumers is helping make interactive 

data increasingly useful to both 

institutional and retail investors, as well 

as to other participants in the U.S. and 

global capital markets. On this basis, we 

believe interactive data, and in 

particular the XBRL standard, is 

growing and that the updated list of tags 

for U.S. financial statement reporting is 

now sufficiently comprehensive to 

require that U.S. GAAP-reporting 

companies provide their financial 

statements in interactive data format 

using XBRL.90 We anticipate that there 

will be a further update of this list of 

tags in February 2009 but that the newer 

tags will not differ significantly from the 

old list and that any update would not 

pose an additional burden to the tagging 

process. 

With respect to the list of tags for 

IFRS financial reporting, the IASCF has, 

over several years, developed a list of 

tags designed to classify and define 

financial information in accordance 

with international accounting standards 

as issued by the IASB. Over the course 

of the past year, the IASCF has worked 

to strengthen the development of its list 

of tags by forming an XBRL Advisory 

Committee and an XBRL Quality 

Reporting Team, both consisting of 

international representatives from 

investors, auditors, accountants, 

regulators and others. On March 31, 

2008, the IASCF published a near final 

version of the list of tags for IFRS 

financial reporting,91 which was subject 

to public comment through May 30, 

2008.92 On June 24, 2008, the IASCF 

published the final version.93 In 

addition, the IASCF is collaborating 

with XBRL U.S., other foreign 

regulators, accounting industry 

members, analyst/investor groups, 

XBRL technology/software service 

providers, and others to align practices 

designed to improve and broaden the 

IFRS list of tags. This collaboration 

involves the development of the 

appropriate scope for the IFRS list of 

tags’ content and technology 

architecture. On this basis, we believe 

that the updated IFRS list of tags will be 

sufficiently advanced to require that 

foreign private issuers that prepare their 

financial statements in accordance with 

IFRS as issued by the IASB provide 

their financial statements in interactive 

data format under the phase-in schedule 

we are adopting. 

As discussed in more detail below, 

the new rules set forth a phase-in period 

that begins with domestic and foreign 

large accelerated U.S. GAAP filers with 

a worldwide public common equity 

float above $5 billion as of the end of 

the second fiscal quarter of their most 

recently completed fiscal year. These 

large accelerated filers will be subject to 

the new rules beginning with their first 

quarterly report on Form 10–Q, or 

annual report on Form 20–F or Form 

40–F, that contains financial statements 

for fiscal periods ending on or after June 

15, 2009. Although it will not be 

required, we encourage other U.S. 

GAAP filers to provide financial 

information in interactive data format 

during the phase-in period. In such an 

instance, these filers’ voluntary 

interactive data submissions will be 

under the rules as adopted instead of 

the existing rules of the voluntary 

program. We also encourage foreign 

private issuers that prepare their 

financial statements in accordance with 

IFRS as issued by the IASB to provide 

financial information in interactive data 

format once EDGAR will accept such 


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94Pursuant to the EDGAR Filer Manual, we will 

notify filers of the ability to file in IFRS on our Web 

site. 

95Unlike the voluntary program, unless otherwise 

stated, an interactive data file will be required to 

be provided with the traditional format filing to 

which it relates. Companies will not be permitted 

to provide an interactive data file with a Form 8– 

K or 6–K unless it presents in interactive data 

format the revised or updated financial statements 

included in that Form 8–K or 6–K as described in 

footnote 74. See Part II.B.4 for a further discussion. 

96For example, HTML currently is best suited for 

providing human-readable text. 

97As further discussed below in Part II.C.3, 

however, interactive data generally will be deemed 

not filed for purposes of specified liability 

provisions. 

98See, e.g., letters from American Bar Association 

(ABA), American Institute of Certified Public 

Accountants (AICPA), Astoria Financial Corp. 

(Astoria), California Public Employees’ Retirement 

System (CalPERS), EDGAR Online, Inc. (EDGAR 

Online), and Financial Executives International 

(FEI). 99See, e.g., letters from Council of Institutional 

Investors (CII), Financial Services Information 

Division of the Software and Information Industry 

Association (FISD), EuropeanIssuers, Committee of 

Annuity Insurers (COAI), Valero Energy Corp. 

(VEC), and Wellpoint, Inc. (WellPoint). 100See, e.g., letters from American Business 

Conference (ABC), AICPA, National City 

Corporation (National City), New York State Society 

of Certified Public Accountants (NYSSCPA), and 

United Technologies Corporation (UTC). 101See, e.g., letters from Enterprise Compliance 

International (ECI), EdgarFilings, and UBMatrix, 

Inc. 

102See letter from James Angel, PhD (Angel). 

103See letter from PepsiCo., Inc. 

104See letter from UTC. 

105Release No. 33–8497 (Sept. 27, 2004) [69 FR 

59111] (concept release); Release No. 33–8496 (Oct. 

1, 2004) [69 FR 59098]; Release No. 33–8781 (Feb. 

12, 2007) [72 FR 6676]. See, e.g., letter from Deloitte 

regarding the voluntary program proposing release 

and letter from PR Newswire Association LLC 

regarding the concept release. We also note that 

participants in the voluntary program provided 

positive feedback with respect to possible required 

use of XBRL. For example, the vast majority of 

voluntary program participants that submitted 

responses and views to a questionnaire answered in 

the affirmative to the question ‘‘Based on your 

experience to date, do you think it would be 

advisable for the Commission to continue to explore 

the feasibility and desirability of the use of 

interactive data on a more widespread and, 

possibly, mandated basis?’’ See question V.f in the 

Interactive Data Voluntary Program Questionnaire 

available at http://www.sec.gov/cgi-bin/ 

XBRL_Questionnaire. 

106See, e.g., letters from ABA, ACLI/AIA, 

AllState, Astoria, CSG, FEI, FirstEnergy, IBM, Intel, 

National City, Pfizer and SCS. 

107See, e.g., letter from Florida Power and Light 

Company (FPL). 

108See, e.g., letters from CSG, EEC, National City, 

Southern and VEC. 

109See letter from EuropeanIssuers. 

filings.94 Prior to this time, such foreign 

private issuers will be unable to submit 

financial information in interactive data 

format. 

The new rules will require filers to 

provide the same type of information in 

interactive data format that companies 

have been providing in the voluntary 

program,95 together with the following 

items: The footnotes to the financial 

statements; any applicable schedules to 

the financial statements; and document 

and entity identifier tags, such as 

company name and public float. As is 

the case in the voluntary program, the 

new requirement for interactive data 

reporting is intended to be disclosure 

neutral in that we do not intend the 

rules to result in companies providing 

more, less, or different disclosure for a 

given disclosure item depending upon 

the format whether ASCII, HTML, or 

XBRL. 

Because we believe that the various 

electronic formats have uses for which 

each is best suited, we will continue to 

require the existing ASCII and HTML 

electronic formats now used in filings.96

We also believe it is necessary to 

monitor the usefulness of interactive 

data reporting to investors and the cost 

and ease of providing interactive data 

before we consider discontinuing the 

use of ASCII and HTML formats and the 

integration of formats. However, the 

new rules will treat interactive data as 

part of the official filing, instead of as 

only a supplement as is the case in the 

voluntary program.97 Further evaluation 

also will be useful with respect to the 

availability of inexpensive and 

sophisticated interactive data viewers. 

In fact, there are many software 

providers and financial printers that are 

developing interactive data viewers. We 

anticipate that these will become widely 

available and increasingly useful to 

investors. 

We expect that the open standard 

feature of the XBRL format will facilitate 

the development of applications and 

software, and that some of these 

applications may be made available to 

the public for free or at a relatively low 

cost. The expected continued 

improvement in this software should 

give the public increasingly useful ways 

to view and analyze company financial 

information. As we continue to evaluate 

the use of the new interactive data 

technologies, software, and lists of tags, 

we may consider proposing rules to 

require a filing format that integrates 

HTML with XBRL or eliminate financial 

statement reporting in ASCII or HTML 

format. 

We believe XBRL is the appropriate 

interactive data format with which to 

supplement ASCII and HTML. Our 

experience with the voluntary program 

and feedback from company, 

accounting, and software communities 

point to XBRL as the appropriate open 

standard for the purposes of this rule. 

XBRL data will be compatible with a 

wide range of open source and 

proprietary XBRL software applications. 

As discussed above, many XBRL-related 

products exist for analysts, investors, 

public and private companies, and 

others to create and compare financial 

data more easily; still others are in 

development, and that process will 

likely be hastened by increased public 

company reporting using interactive 

data. 

Most commenters generally supported 

the required submission of interactive 

data,98 but a significant number did 

not.99 Some commenters that supported 

the required submission of interactive 

data believed it would improve the 

usefulness of financial information to 

companies and investors, and that 

mandated interactive data use would 

provide the incentives to drive 

sufficient investment in software to 

enable widespread adoption of 

interactive data.100 Commenters that 

provide interactive data services stated 

that issuers would need to expend only 

modest cost and effort to comply with 

the proposed requirements.101 One 

commenter stated that it expected that 

costs would fall quickly, especially for 

small companies, as interactive data 

became part of standard corporate 

accounting software packages.102

Another commenter stated that, based 

on its experience in the voluntary 

program, costs would fall significantly 

for subsequent submissions.103 One 

commenter stated that it expected that 

preparing financial information in 

interactive data format would result in 

less manual effort and provide the 

foundation to improve business 

processes.104 Similarly, comments on 

our 2004 concept release and proposed 

rules in 2004 and 2007 generally 

supported interactive data and XBRL in 

particular.105

Many commenters objected to some or 

all of the requirements as proposed and 

suggested alternatives.106 For instance, 

one commenter argued that 

implementing interactive data would 

add significant costs to purchase 

software, and pay for assistance and 

annual maintenance fees for that 

software.107 This commenter believed 

that the costs of using interactive data 

outweighed the benefits. Several 

commenters also claimed that 

complying with the proposed 

requirements would not reduce the 

likelihood of human error or would not 

reduce costs for issuers.108 In this 

regard, one commenter stated that the 

additional costs would make the U.S. 

market less attractive to foreign 

issuers.109

Some commenters that objected to the 

required submission of interactive data 

believed that interactive data would not 


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110See, e.g., letters from BDO Seidman, LLP 

(BDO), CII, EuropeanIssuers, and VEC. 

111See, e.g., letters from EuropeanIssuers and Jay 

Starkman (Starkman). 

112See, e.g., CII and VEC. 

113See, e.g., letter from Robert Gilmore (Gilmore). 

114See, e.g., letter from EuropeanIssuers. 

115See, e.g., letters from Center for Audit Quality 

(CAQ), Deloitte Touche LLP (Deloitte), E&Y, and 

PricewaterhouseCoopers LLP (PWC). 

116See, e.g., letter from CFA. 

117See, e.g., letter from ABA. 

118See, e.g., letters from CFA Institute Centre for 

Financial Market Integrity (CFA), 

ConstellationEnergy (Constellation), Deloitte, FEI, 

Grant Thornton, Morgan Stanley, and Rivet 

Software Inc (Rivet). 

119See, e.g., letters from Grant Thornton, CFA, 

Morgan Stanley, and Rivet. 

120Approximately 500 companies initially will be 

required to submit interactive data. Other 

companies, however, initially will be permitted to 

submit interactive data if they use U.S. GAAP or 

IFRS as issued by the IASB. 

121For most U.S. companies and foreign private 

issuers filing on domestic forms, the periodic report 

to which this will first apply will be the June 30, 

2009 quarterly report. For a company that files on 

domestic forms with a June 30 fiscal year, the first 

report will be the September 30, 2009 quarterly 

report. Foreign private issuers not using domestic 

forms that are in the first phase-in group will first 

provide interactive data in connection with their 

first Form 20–F or Form 40–F annual reports for the 

year ended on or after June 15, 2009. 

122Tagging this information is neither required 

nor permitted under the amendments. 

123See, e.g., letters from ABA, General Mills (Gen. 

Mills), KPMG, Pfizer, Inc. (Pfizer) and The Society 

of Corporate Secretaries, and Governance 

Professionals (SCS). 

124See, e.g., letter from CalPERS. 

125See, e.g., letters from ABA, Johnson & Johnson 

(J&J), Pfizer, Gen. Mills, and SCS. 

126See, e.g., letter from UTC. 

127See, e.g., letter from National City. 

128Transition reports that contain financial 

statements of the type and for the periods specified 

also will be required to be submitted in interactive 

data format under the new rules. These dates apply 

to the initial required interactive data disclosure; 

detailed tagging of the financial statement footnotes 

and schedules will not be required for an additional 

year. 

at this point improve the usefulness of 

financial information to analysts or 

investors.110 Some of these commenters 

suggested that there was not a 

widespread demand for interactive data 

in the market, and that the Commission 

should allow market forces to provide 

incentives for more widespread 

voluntary implementation of interactive 

data.111 Other commenters believed that 

before adopting this requirement a way 

needs to be developed to independently 

verify that financial data have been 

tagged accurately and ensure that 

information that is consistent with that 

in the traditional format filing is 

provided to investors.112

Although commenters generally 

favored XBRL as the most appropriate 

interactive data format, some 

commenters expressed concerns about 

XBRL itself or the manner in which it 

is proposed to be implemented in 

connection with the proposals. These 

concerns ranged from the availability of 

adequate software products 113 to the 

potential that customized taxonomy 

extensions could grow so common that 

they would directly interfere with the 

comparability of inter-company data.114

A significant number of commenters 

suggested ways to facilitate interactive 

data tagging, including exposing for 

comment the Commission’s 

maintenance and support agreement for 

XBRL,115 as well as monitoring,116

cataloging,117 providing guidance on 118

and discouraging 119 extension use. We 

acknowledge these concerns and 

suggestions and believe that the rules as 

adopted will address many of them. 

Widespread, mandatory adoption is 

expected to foster a network effect and 

encourage development of cost reducing 

and improved analytical products. 

Additionally, we believe that the 

taxonomy will become even more 

comprehensive over time as common 

extensions are incorporated into the 

base in annual releases thus minimizing 

any interference that common 

extensions might have with data 

comparability. 

B. Phase-in Under the New Rules 

1. Overview 

The new rules initially will require 

interactive data reporting only by 

domestic and foreign large accelerated 

filers that prepare their financial 

statements in accordance with U.S. 

GAAP and have a worldwide public 

common equity float above $5 billion as 

of the end of the second fiscal quarter 

of their most recently completed fiscal 

year.120 The first required submissions 

for issuers that file on domestic forms 

will be for quarterly reports containing 

financial statements for a fiscal period 

ending on or after June 15, 2009. For 

calendar year companies, this 

requirement will first apply to their June 

30, 2009 quarterly reports filed on Form 

10–Q.121

Filers under the new rules will be 

required to submit their financial 

statements in an interactive data file 

using the list of tags for U.S. GAAP or 

IFRS as issued by the IASB, in either 

case as approved for use by the 

Commission. The submission also will 

be required to include any supporting 

files as prescribed by the EDGAR Filer 

Manual. Interactive data will be 

required for the entirety of their 

financial statements, although tagging of 

the footnotes and schedules at a deeper 

level of detail will be phased in the 

following year. 

We did not propose, and are not 

adopting, a requirement that filers 

provide interactive data for their 

Management’s Discussion and Analysis 

(MD&A), executive compensation, or 

other financial, statistical or narrative 

disclosure.122 Many commenters 

supported this position.123 Some 

commenters supported the idea of 

eventually tagging non-financial 

statement information because of its 

usefulness to investors,124 while others 

expressed concern that variations 

among companies in executive 

compensation practices may not lend 

themselves to the development of 

standard tags 125 and should at the most 

be voluntary rather than required.126

Another commenter supported the 

application of interactive data format to 

MD&A because of a belief that 

interactive data format for MD&A 

disclosures would be more useful to 

investors than detailed tagging of the 

footnotes to the financial statements.127

This commenter recommended block 

tagging each section of the MD&A, with 

some level of detailed tagging for the 

numbers and tables. In deciding not to 

require the tagging of this information at 

this time, we agree with the commenters 

who believed that more experience with 

interactive data and a greater 

understanding of the costs and time 

associated with compliance with the 

requirements as proposed is needed 

before expanding the requirement to 

other information. We will continue to 

consider, however, the advisability of 

permissible optional or required 

interactive data for disclosures made 

outside a set of financial statements 

prepared in accordance with U.S. GAAP 

or IFRS as issued by the IASB or related 

financial statement schedules required 

under Commission rules. 

The following tables identify the 

reports for which a filer would first be 

required to include interactive data for 

the company’s financial statements 

according to the company’s filing 

status.128


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129As noted above, however, the new rules would 

not apply to investment companies registered under 

the Investment Company Act, business 

development companies, or other entities that 

report under the Exchange Act and prepare their 

financial statements in accordance with Article 6 of 

Regulation S–X. 

130See Release No. 33–8982 (Nov.14, 2008) [73 

FR 70816]. 131See Part V. 132See Part I.C above. 

Domestic and Foreign Large Accelerated Filers Using U.S. GAAP 

with Worldwide Public Common Equity Float above $5 Billion as 

of the End of the Second Fiscal Quarter of Their Most Recently 

Completed Fiscal Year.

Quarterly report on Form 10–Q or annual report on Form 20–F or 

Form 40–F containing financial statements for a fiscal period ending on or after June 15, 2009. 

All Other Large Accelerated Filers Using U.S. GAAP .......................... Quarterly report on Form 10–Q or annual report on Form 20–F or 

Form 40–F containing financial statements for a fiscal period ending on or after June 15, 2010. 

All Remaining Filers Using U.S. GAAP ................................................. Quarterly report on Form 10–Q or annual report on Form 20–F or 

Form 40–F containing financial statements for a fiscal period ending on or after June 15, 2011. 

Foreign Private Issuers with Financial Statements Prepared in Accordance with IFRS as Issued By the IASB.Annual reports on Form 20–F or Form 40–F for fiscal periods ending on or after June 15, 2011. 

2. Companies Covered by New Rules 

and Phase-in 

The new rules will cover all 

companies that report either in U.S. 

GAAP, including smaller reporting 

companies and foreign private issuers 

that report in U.S. GAAP or, in the case 

of foreign private issuers, in accordance 

with IFRS as issued by the IASB.129 On 

November 14, 2008, we issued a release 

proposing to allow certain domestic 

issuers to prepare financial statements 

in accordance with IFRS as issued by 

IASB.130 The phase-in will require 

domestic and foreign large accelerated 

filers that report in U.S. GAAP and meet 

the minimum worldwide common 

equity float of greater than $5 billion to 

provide their initial interactive data 

submissions in year one of the phase-in 

period discussed above. All other U.S. 

GAAP filers that meet the definition of 

large accelerated filer will be required to 

provide their initial interactive data 

submissions in year two of the phase-in 

period. All remaining U.S. GAAP filers, 

including smaller reporting companies 

and companies not previously subject to 

periodic reporting requirements, will be 

required to provide their initial 

interactive data submissions in year 

three of the phase-in period. 

Foreign private issuers that prepare 

their financial statements in accordance 

with IFRS as issued by the IASB will be 

required to provide their initial 

interactive data submissions in year 

three of the phase-in period. 

The additional phase-in time for all 

but the largest accelerated filers is 

intended to permit companies to plan 

and implement their data tagging with 

the benefit of the experience of year one 

filers. It also is intended to enable us to 

monitor implementation and, if 

necessary, make appropriate 

adjustments during the phase-in period. 

With respect to foreign private issuers 

that report using IFRS as issued by the 

IASB, the additional phase-in time for 

these issuers is to allow greater 

development of the IFRS list of tags and 

our ability to accept filings using them. 

Our multiyear experience with the 

voluntary program has helped us to 

better understand the extent to which a 

filer will incur additional costs to create 

and submit its existing financial 

disclosures in interactive data format. 

Based on that experience, we believe 

that the process of preparing an 

interactive data file will not impose a 

significant burden or cost. The 

voluntary program clearly 

demonstrated, although that program 

was limited to face financial statements 

only and not footnotes, that companies 

can, if they choose, tag their financial 

statements using currently available 

software without need of outside 

services or consultants; alternatively, 

they can rely on financial printers, 

consultants, and software companies for 

assistance, although they will retain 

ultimate responsibility for both their 

financial statements and their tagged 

data. As discussed in more detail in the 

cost-benefit analysis below,131 we 

believe that first-year costs for a 

company will decrease in subsequent 

periods, particularly after detailed 

footnote tagging has been implemented. 

We also believe that these costs will be 

justified by interactive data’s benefits. 

As with domestic registrants, we believe 

foreign private issuers that report in 

U.S. GAAP or prepare their financial 

statements in accordance with IFRS as 

issued by the IASB will be able to 

comply with the rules without incurring 

significant costs. 

We expect that smaller companies, 

which generally are disproportionately 

affected by regulatory costs, also will be 

able to provide their reports in 

interactive data format without undue 

effort or expense. While interactive data 

reporting involves changes in reporting 

procedures, mostly in the initial 

reporting periods, we expect that these 

changes may provide efficiencies in 

future periods. As a result, there may be 

potential net savings to the filer, 

particularly if interactive data become 

integrated into the filer’s financial 

reporting process. While we recognize 

that requiring interactive data financial 

reporting will likely result in start-up 

expenses for smaller companies, these 

expenses may be lower than those of 

larger filers, given that smaller filers 

tend to have simpler financial 

statements than larger companies, with 

fewer elements and disclosures to tag. In 

addition, we expect that both software 

and third-party services will be 

available to help meet the needs of 

smaller filers. We expect that the phasein will foster the improvement and 

availability of inexpensive software and 

that a firmly established phase-in 

deadline could stimulate the 

development of such software. We also 

intend that the third-year phase-in for 

smaller reporting companies will permit 

them to learn from the experience of the 

earlier filers. It will also give them a 

longer period of time over which to 

spread first-year data tagging costs. 

As noted above,132 CIFiR issued its 

final report recommending that the 

Commission, over the long term, phase 

in the requirement that companies file 

financial statements using interactive 

data after the satisfaction of specified 

preconditions: 

• Successful testing of the list of tags 

for U.S. financial statement reporting; 

• The ability of reporting companies 

to file interactive data on the 

Commission’s electronic filing system 

using the new list of tags for U.S. 

financial statement reporting; and 

• The ability of the Commission’s 

electronic filing system to provide an 

accurate human-readable version of the 

interactive data. 

CIFiR recommended that we phase in 

financial statements using interactive 


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133The recommendation does not address foreign 

companies. We do not believe that whether a U.S. 

GAAP reporting company is domestic or foreign 

should determine the applicability of the rules, and 

therefore foreign companies using U.S. GAAP will 

be included in the phase-in schedule along with 

their domestic counterparts. As noted, foreign 

private issuers that prepare their financial 

statements in accordance with IFRS as issued by the 

IASB also will be subject to the interactive data 

submission requirements, although they would not 

be phased in until year three. We also note that the 

CIFiR Final Report does not expressly address 

filings other than Exchange Act periodic reports. 

134 ‘‘Block’’ text means that the entire footnote or 

other discrete item, such as a schedule or table, 

would be tagged as an individual element. 

135See, e.g., letters from National City, Safeway, 

Inc. (Safeway), and Emerson Electric Company 

(EEC). 

136We are still working on the ability to use the 

IFRS list of tags with our system, but expect it to 

be operational by the time filers that report in 

accordance with IFRS are required to submit 

interactive data files. As will be provided in the 

EDGAR Filer Manual, we will publish on our Web 

site when EDGAR can support filings that use the 

IFRS list of tags. 

137Since June, when it became available on 

EDGAR, approximately 60 companies have 

completed approximately 100 submissions using 

the new taxonomy. 138As previously noted, the worldwide public 

float cutoff of $5 billion will result in 

approximately 500 companies subject to the new 

rules in year one. 

139See letter from CalPERS. 

140See, e.g., letters from ABA, American Council 

of Life Insurers/American Insurance Association 

(ACLI/AIA), AICPA, AllState Corp. (AllState), 

Credit Suisse Group (CSG), and Comcast Corp. 

(Comcast). 

141See, e.g., letter from Constellation. 

142See, e.g., letters from Comcast, Grant 

Thornton, and Pfizer. 

143See, e.g., letter from Astoria. 

144See, e.g., letters from Astoria and Comcast. 

145See, e.g., letter from Constellation. 

146See, e.g., letter from Grant Thornton. 

data by requiring the largest 500 

domestic registrants,133 as determined 

by the value of shares held by 

unaffiliated persons, to furnish (rather 

than file) interactive data for the face of 

their financial statements and, in blocktagged form,134 the footnotes to the 

financial statements. The Final Report 

also recommends that, one year after we 

impose this requirement on the first 

group of registrants, we impose the 

same requirement on the remaining 

domestic registrants that fall within the 

definition of ‘‘large accelerated filer.’’ 

Finally, the Final Report recommends 

that, once the specified conditions have 

been satisfied and the second phase-in 

period has been implemented, we 

evaluate whether and when to require 

that the domestic large accelerated filers 

file rather than furnish financial 

statements in interactive data format, as 

well as the inclusion of all other 

reporting companies. 

Several commenters suggested a later 

phase-in for all companies with start 

dates of the second half of 2009 and 

when these pre-conditions are met. 

These commenters generally reasoned 

that the additional time would help 

companies and service providers to 

prepare.135

We believe that sufficient progress has 

been made regarding each of CIFiR’s 

preconditions, particularly with respect 

to the list of tags for U.S. financial 

statement reporting.136 While 

admittedly there has been only limited 

experience with footnote tagging, the 

current list of tags for U.S. financial 

statement reporting has been in wide 

use by participants in the voluntary 

program in submissions to us.137 We 

understand that the list also is being 

used by companies that are tagging their 

financial statements outside of the 

voluntary program, including 

experimenting with footnote tagging. 

The tags also will be updated in an 

expected January 2009 version. The 

updated list is expected to contain 

improvements such as the reflection of 

new accounting pronouncements. The 

Commission’s IDEA system into which 

companies actually will submit 

interactive data has been effectively 

implemented and the ability of 

companies to do so is now established. 

Finally, the Commission has developed 

a viewer to provide an accurate humanreadable version of interactive data. 

Both the filing and viewing capabilities 

are fundamentally enhanced versions of 

applications and processes that were 

already in place for the voluntary 

program. 

We have also carefully considered the 

Committee’s thoughtful 

recommendation, including the 

recommended phase-in of 500 initial 

companies and delayed consideration of 

non-accelerated and other filers until 

after two years. We are adopting a 

phase-in schedule similar to that 

suggested by the Committee.138

However, instead of waiting until after 

the second year to determine whether to 

propose extending the applicability of 

the rules to all filers, the new rules will 

establish a phase-in for the remaining 

companies’ required interactive data 

submissions that will begin in the third 

year. Based on comments received on 

the proposing release, participants’ 

experience with the voluntary program 

and our consultations with filers, 

software providers and filing 

intermediaries, we believe the new rules 

will accelerate the improvement and 

availability of inexpensive software. 

This, in turn, should generate more 

options and assistance for nonaccelerated filers in general and, in 

particular, smaller reporting companies 

and foreign private issuers that prepare 

their financial statements in accordance 

with IFRS as issued by the IASB in 

particular so that they could become 

proficient in the use of interactive data 

without undue burden. 

One commenter expressed concern 

about whether the initial phase-in of 

500 issuers would involve enough 

companies to create a ‘‘network effect’’ 

so users of financial reporting obtain the 

benefits of interactive data in peer 

comparisons that are most useful and 

likely to occur if many or all filers 

provide financial reporting using 

interactive data.139 Although including 

a larger number of filers in the initial 

phase-in might increase the overall 

commercial and analytical value of the 

interactive data, which in turn would 

likely increase the supply of software 

for analyzing and presenting interactive 

data to analysts and investors, we 

believe a firm schedule for all U.S. 

GAAP and IFRS reporting companies to 

file their financial statements using 

interactive data can provide an 

incentive to stimulate the further 

development of interactive data-related 

software and services, while also 

affording most companies additional 

time to learn from the experience of 

others. 

We also believe that concurrently 

adopting a phase-in for non-accelerated 

filers in general and, in particular, 

smaller reporting companies, and 

foreign private issuers using IFRS as 

issued by the IASB will establish an 

appropriate and measured timeline, 

which we will be able to monitor and, 

if necessary, reconsider during the first 

two years of the phase-in. 

Commenters generally supported the 

proposed phase-in schedule. A 

substantial majority of the commenters, 

however, suggested that the initial 

submission required be a Form 10–Q for 

domestic companies.140 Other 

commenters recommended that the 

phase-in commence with filings made 

for fiscal periods 141 or years 142

beginning on or after December 15, 2008 

or fiscal years beginning after December 

31, 2008,143 as opposed to fiscal periods 

ending on or after December 15, 2008, 

as proposed. The reasons cited by 

commenters included assuring that 

issuers would submit an interactive data 

file for three Forms 10–Q before 

submitting it for a Form 10–K,144

providing more time for issuers and 

service providers to prepare 145 and 

allowing bugs to be detected in 

quarterly filings before the more widely 

distributed annual filings.146

The commenters suggesting that the 

initial submission required be a Form 


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147See, e.g., letters from EEI, IBM, Pfizer, 

Southern Company (Southern), United States Steel 

Corporation (USS) and UTC. 148See letter from Association of the Bar of the 

City of New York (NYCBA). 149See, e.g., letters from EDGAROnline and Rivet. 150See, e.g., letters from PepsiCo., EDGAROnline 

and Rivet. 151See, e.g., letters from ABA, Constellation, SCS 

and Intel. See Part .II.B.3.a below for a more 

detailed discussion of footnote tagging. 

152See, e.g., letters from EEI, Cisco Systems 

(Cisco), Comcast, and PPG Industries Inc. (PPG). 

153See, e.g., the letters from ABA, ACLI/AIA, 

CSG. FEI, IBM and Intel. 

154See letter from Grant Thornton. 

155See, e.g., letters from UBMatrix, 

EDGAROnline. 

156See, e.g., letters from CSG, Nippon Keidanren 

(NK), Philips International B.V. (Philips) and 

Sullivan & Cromwell (S&C). 

157See, e.g., letters from Credit Suisse Group 

(CSG), NK, Philips, S&C, and J.P. Morgan (JPM). 

158See letter from Philips. 

159See letter from CFA. 

160As further discussed in Part II.E, Rule 202 will 

permit an issuer to apply in writing for a continuing 

hardship exemption from the requirement to 

provide interactive data if the issuer cannot do so 

without undue burden or expense. 

161Certain Canadian foreign private issuers file 

registration statements and annual reports under 

the MJDS, which permits eligible Canadian 

companies to use their disclosure documents 

prepared in accordance with Canadian 

requirements in filings with the Commission. 

162See letter from Canadian Pacific Railway (CP). 

10–Q for domestic issuers generally 

reasoned that it would be helpful to 

companies and service providers alike if 

they could begin with a relatively 

simple form. Many of these commenters 

suggested that the content requirements 

of quarterly reports would be less 

burdensome than those of annual 

reports and allow companies to allocate 

more staff to initial tagging and provide 

a tagged template on which to build for 

subsequent filings.147 At least one 

commenter acknowledged, however, 

that despite the greater initial effort 

posed by tagging an annual report, the 

comprehensiveness of this report would 

cause companies to address most of the 

issues in quarterly reports.148 Some 

service providers commented that 

although a complete annual report is 

more effort for preparers, creating a 

related XBRL document is about the 

same level of effort for both a Form 10– 

K and Form 10–Q (assuming the 

footnotes are block tagged) and that the 

biggest difference between the forms is 

the larger number of footnotes in a Form 

10–K, resulting in a nominal number of 

additional hours of effort.149 These 

commenters further stated that allowing 

the tagging of a Form 10–Q instead of 

a Form 10–K would delay the use and 

development of XBRL by issuers while 

providing no significant savings of time 

or money. Overall, the commenters that 

generally supported the proposed 

phase-in schedule took the view that 

companies and service providers would 

be ready and the date certain together 

with the significant number of issuers 

involved would encourage potential 

vendors of interactive data products and 

services to invest in the development 

and marketing of new and improved 

products and services.150

Many of the commenters that 

suggested that the phase-in be slower 

had concerns related to the potential 

costs and burden of detailed footnote 

tagging.151 Some commenters suggesting 

a different initial phase-in period than 

what was proposed cited the ability to 

assess costs and technology 

advancements.152 Commenters also 

were concerned that such detailed 

tagging could result in more company 

specific extensions than anticipated, 

which might not be comparable between 

companies and present information out 

of context.153

One commenter suggested that the 

phase-in should be faster for some filers, 

and specifically recommended that all 

large accelerated filers reporting in 

accordance with U.S. GAAP be made 

subject to the filing requirements in the 

first year, perhaps starting with a 

quarterly report.154 Other commenters 

stated that not only is tagging relatively 

simple and inexpensive, but that we 

should endeavor to get more companies 

tagging sooner in order to enhance the 

value of information available and to 

provide further impetus for software 

development.155

Some commenters also suggested that 

the rules should exclude or defer foreign 

private issuers because of the possibility 

that there might be a disproportionate 

burden on these issuers.156 As to foreign 

private issuers reporting in accordance 

with U.S. GAAP and who meet the 

criteria for the first phase-in period in 

particular, several commenters stated 

that these issuers could face extra 

burdens potentially due to less access to 

service provider help, language barriers, 

a need to address both the U.S. GAAP 

list of tags and, possibly, relatively soon 

after, the IFRS IASB list of tags (such as 

those issuers that have signaled an 

intention to report in accordance with 

IFRS as issued by the IASB and 

discontinue reporting in U.S. GAAP), 

and have a potential competitive 

disadvantage in comparison to foreign 

private issuers already reporting in 

accordance with IFRS as issued by the 

IASB who would not have to tag until 

the third year.157 One commenter 

suggested treating all foreign private 

issuers the same and placing them on 

the later phase-in schedule (or at least 

the ones that have announced an 

intention to switch to IFRS as their sole 

reporting standard).158

One commenter expressed the desire 

that the phase-in not be delayed due to 

a possible conversion away from U.S. 

GAAP to IFRS. The commenter noted in 

this regard that it believed interactive 

data could facilitate such a conversion 

if similar items were to receive similar 

tags.159 In light of the differing opinions 

among commenters, the experience of 

those in the voluntary program, the size 

and resources of those issuers in the 

first group, and our ability to monitor 

the experiences of those larger first 

phase companies, we believe that the 

phase-in period as modified from the 

proposal generally addresses the burden 

and expense concerns expressed by 

some commenters. In this regard, as 

noted above, a filer first will be required 

to submit an interactive data file for a 

Form 10–Q, Form 20–F or Form 40–F, 

as applicable and the phase-in period 

will begin later than proposed. We 

believe that this approach will provide 

issuers more time to prepare their 

financial statements and service 

providers more time to deliver adequate 

software to support them. The staff also 

will consider requests to defer the 

phase-in on a case-by-case basis for 

issuers with special circumstances, 

particularly where the filer is committed 

to switching its basis of reporting to 

IFRS as issued by the IASB. Issuers 

could make such requests by applying 

for a continuing hardship exemption 

under amended Rule 202 of Regulation 

S–T.160

With respect to Canadian issuers, one 

commenter stated that such issuers 

filing forms under the 

Multijurisdictional Disclosure System 

(MJDS) 161 should be able to submit 

interactive data regardless of whether 

reporting in U.S. GAAP in order to 

avoid placing such issuers at a 

competitive disadvantage to other 

issuers permitted or required to submit 

interactive data.162 The commenter 

stated that if it would not be feasible to 

enable such issuers to submit interactive 

data using a Canadian GAAP taxonomy, 

then the Commission should permit 

such issuers to tag a U.S. GAAP 

reconciliation. Consistent with the 

commenter’s concern and our 

solicitation of comment in the 

proposing release, we are adding MJDS 

Forms F–9, F–10 and 40–F to the forms 

we expressly proposed to be subject to 

the interactive data requirements in 

adopting the requirements. The rules 

will not, however, require or permit 

interactive data related to these MJDS 

forms to be submitted when the 

financial statements they contain are 


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163See letter from the Investment Company 

Institute. 164As previously noted, new Rule 405 of 

Regulation S–T will directly set forth the basic 

tagging requirements and indirectly set forth the 

rest of the tagging requirements through the 

requirement to comply with the EDGAR Filer 

Manual. Consistent with new Rule 405, the EDGAR 

Filer Manual will contain the detailed tagging 

requirements. 165References in the rules to the financial 

statements of the filer or issuer also include 

financial statements of its predecessor to the extent 

they are included in the related registration 

statement or report pursuant to Rule 3–02 of 

Regulation S–X, Instruction 1 to Item 8 of Form 20– 

F or the requirements applicable to Forms F–9, F– 

10 or 40–F. 

166 17 CFR 210.3–05, 17 CFR 210.3–09, 17 CFR 

210.3–14, and 17 CFR 210.3–16. Additionally, pro 

forma financial statements prepared under Article 

11 of Regulation S–X are not subject to the 

interactive data requirements. 

167See, e.g., letter from Deloitte. 

168See Part II.E. of Release No. 33–8529 (Feb. 3, 

2005) [70 FR 6556]. 

169See Preliminary Note 2 of Rule 405 of 

Regulation S–T. 

170See, e.g., letters from ABA, ACLI/AIA, 

AllState, Astoria, FEI, FirstEnergy, IBM, Intel, 

National City, and SCS. 

171See, e.g., letters from ABA, ACLI/AIA, 

AllState, Astoria, CSG, FEI, FirstEnergy, IBM, Intel, 

National City, Pfizer, and SCS. 

prepared in accordance with Canadian 

GAAP or as a U.S. GAAP reconciliation. 

There is no taxonomy for Canadian 

GAAP or a U.S. GAAP reconciliation 

and, as a result, there is not sufficient 

tagging guidance to produce tags that 

would be comparable across companies 

using Canadian GAAP. 

As proposed and as adopted, 

investment companies registered under 

the Investment Company Act, business 

development companies or other 

entities that report under the Exchange 

Act and prepare their financial 

statements in accordance with Article 6 

of Regulation S–X will not be subject to 

the new rules. The one commenter to 

address the exclusion of these 

companies agreed with this approach 

and stated that the investment 

management financial reporting 

taxonomy is not sufficiently developed 

and that the degree of investor benefit 

from tagging that occurs in the case of 

other types of issuers is not present for 

investment company and similar 

issuers.163

3. Information and Documents Covered 

by the New Rules 

a. Financial Statements, Footnotes, and 

Financial Statement Schedules 

The rules will require interactive data 

tagging of a filer’s complete financial 

statements and any required financial 

statement schedules.164 As with the 

voluntary program, the new rules will 

require companies to provide the 

interactive data in an exhibit. Interactive 

data will be required for all periods 

included in the filer’s financial 

statements.165 As proposed and as 

adopted, the new rules will not, 

however, require interactive data 

submissions for other financial 

statements that may be required of 

filers, including those provided 

pursuant to Rules 3–05, 3–09, 3–14, and 

3–16 of Regulation S–X.166 This 

approach was generally supported by 

commenters.167

As with the voluntary program, the 

new rules will require that the line item 

descriptions and amounts presented on 

the face of the financial statements in 

the traditional format filing be the same 

as in the interactive data format. Also, 

the rules will prohibit partial 

presentation of face financial statements 

in interactive data format. For example, 

filers will not be permitted to exclude 

comparative financial information for 

prior periods. 

Unlike the voluntary program, our 

new rules require companies using U.S. 

GAAP or foreign private issuers using 

IFRS as issued by the IASB to provide 

tagged data for the footnotes and 

schedules to the financial statements. 

The 2005 adopting release for the 

voluntary program stated that we 

recognized that technical issues made it 

difficult to tag the notes to the financial 

statements. We did, however, provide 

volunteers with the option of tagging the 

notes to the financial statements.168

Since the time of the adopting release, 

the necessary list of tags has been 

completed and the available software 

has advanced sufficiently to require that 

the financial statement footnotes and 

schedules be included in the new rules. 

The voluntary program adopting 

release recommended that if 

participants voluntarily provided 

footnotes in interactive data format, 

then they should provide enough detail 

so that the tagging would be of practical 

value to users. The release stated that a 

single tag for the entire group of 

footnotes in a filing would cover too 

much information to be useful to the 

user. We still believe that one tag for the 

entire group of footnotes would be 

confusing and provide little benefit. If 

filers tag each footnote separately, 

however, users will be able to compare 

footnote disclosure between periods and 

across filers while minimizing the 

burden on preparers. We are therefore 

adopting the requirement that footnotes 

be tagged using four different levels of 

detail: 

(i) Each complete footnote tagged as a 

single block of text; 

(ii) Each significant accounting policy 

within the significant accounting 

policies footnote tagged as a single block 

of text; 

(iii) Each table within each footnote 

tagged as a separate block of text; and 

(iv) Within each footnote, each 

amount (i.e., monetary value, 

percentage, and number) separately 

tagged. 

To allow filers time to become 

familiar with tagging footnotes, in each 

filer’s first year of interactive data 

reporting, only level (i) will be required. 

All four levels will be required starting 

one year from the filer’s initial required 

submission in interactive data. In year 

two, for the first filing required to have 

detailed tagging of footnotes and 

schedules, the filer will have an 

additional 30 days to submit the 

interactive data exhibit. This is similar 

to the grace period provided for a filer’s 

first required filing with interactive 

data. Subsequent interactive data 

exhibits using all of the levels will be 

required at the same time as the rest of 

the related report or registration 

statement. We believe the 30 day grace 

period will help a filer comply with the 

more detailed tagging requirements. 

The requirement that in the second 

year a filer tag separately each amount 

within a footnote (i.e., monetary value, 

percentage, and number) should not 

affect a filer’s decisions regarding what 

to disclose. We are aware of questions 

as to whether the contextual 

information or data elements chosen 

from the standard list of tags could 

potentially reveal information that the 

rest of the related registration statement 

or periodic report would not otherwise 

make known. However, we do not 

believe that the contextual information 

or data elements chosen should provide 

any additional substantive disclosure. 

To clarify the intent of the interactive 

data requirements, new Rule 405 of 

Regulation S–T, that sets forth tagging 

requirements, includes an instruction 

that states that the rule requires a 

disclosure format, but does not change 

substantive disclosure requirements. As 

proposed and as adopted, the rules also 

state clearly that the information in 

interactive data format should not be 

more or less than the information in the 

ASCII or HTML part of the related 

registration statement or report.169

As briefly noted above, commenters 

provided a mix of views on the footnote 

tagging requirements we proposed. 

Many commenters objected to some or 

all of the requirements as proposed and 

suggested alternatives.170 In terms of 

burden, a significant number of 

commenters objected, in particular, to 

level (iv) tagging in whole or part.171


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172See, e.g., the letters from ACLI/AIA, FEI, IBM, 

and Intel. 173See, e.g., letter from SCS. 174See, e.g., letter from Intel. 175See, e.g., letter from FEI. 176See, e.g., letter from ABA. 177See, e.g., letter from CSG. 178See, e.g., letters from Comcast, Constellation, 

EEI, Ernst & Young LLP (E&Y), Morgan Stanley, 

National Association of Real Estate Investment 

Trusts (NAREIT), and Southern. 179See, e.g., letters from Intel, Morgan Stanley, 

and SCS. 180See letter from USS. 

181See Rules 5–04 and 7–05 of Regulation S–X 

and Items 17 and 18 of Form 20–F. 

182Revised interactive data will be required so 

that the financial information will be the same in 

both the traditional format filing and the interactive 

data file. If the financial statements are not revised 

in connection with an amended registration 

statement, periodic report, or transition report, the 

exhibit index will indicate that the interactive data 

file was already provided. 

183Form 40–F may be filed by a Canadian 

company filing in accordance with the MJDS. 

Similar to Form 20–F, it may be used as an annual 

report or an Exchange Act registration statement. 

184See letter from CP. 

Several of these commenters argued that 

detailed footnote tagging would require 

significant effort from the issuer and 

could be confusing because of the high 

number of company-specific extensions 

and the risk of inconsistency among 

filers due to varying footnote formats.172

Other criticisms included assertions that 

the effort required would be greater than 

the Commission estimated,173 overly 

burdensome 174 and duplicative,175

would result in so many extensions that 

the information would not be 

comparable among issuers,176 and 

would produce information that users 

inappropriately would take out of 

context.177

Other commenters reacted more 

favorably, with some suggesting 

alternatives to the proposed rules. For 

instance, a number of commenters 

recommended that the detailed tagging 

of footnotes be gradually phased in to 

provide more time for issuers to get 

acclimated to the process and for the 

development of standard taxonomies.178

Other commenters suggested that the 

required detail tagging of footnotes 

should focus on the most useful and 

used footnote data rather on a broad 

array of data that would require issuers 

to apply thousands of additional tags for 

detailed financial and narrative 

information.179 Similarly, another 

commenter suggested that detail tagging 

only be required as to the more 

standardized types of footnotes.180

While we are adopting the proposed 

requirement to tag separately each 

amount within a footnote (i.e., monetary 

value, percentage, and number), we will 

permit, but not require, filers to tag, to 

the extent they choose, each narrative 

disclosure. We believe that adopting the 

footnote tagging requirements 

substantially as proposed strikes an 

appropriate balance between satisfying 

investors’ needs and not imposing 

undue burden on issuers. We believe 

the block-text tagging required under 

levels (i) through (iii) will satisfy the 

needs of those who desire information 

within the context of an entire footnote 

or an entire table. We also believe that 

requiring the detail tagging of individual 

amounts but permitting the detail 

tagging of narrative disclosures within 

the footnotes as provided under level 

(iv) will satisfy the needs of those who 

desire to analyze specific pieces of 

information or data. Further, we believe 

that by permitting filers to choose 

whether and which elements to tag in 

the narrative disclosures of the footnotes 

and schedules, they are granted a degree 

of flexibility and relieved of the 

uncertainty as to which narrative 

elements to tag, some of which are 

placed into footnotes and schedules 

voluntarily. We also believe that not 

requiring detailed tagging of narratives 

would not result in the loss of 

information due to block text tagging. 

Finally, we believe that taxonomy and 

software advances, combined with the 

rules’ grace period, will avoid placing 

an undue burden on issuers. We will, 

however, monitor the implementation of 

these amendments and, if necessary, 

consider making appropriate 

adjustments to the requirements. 

Apart from footnote disclosures, filers 

may be required under existing financial 

reporting requirements to include 

certain supplementary financial 

statement schedules with their financial 

statements. The form and content of 

these schedules are governed by Article 

12 of Regulation S–X.181 The list of tags 

for U.S. financial statement reporting 

enables companies to tag individual 

facts in these financial statement 

schedules, or to block tag each entire 

schedule. 

Filers also will be required to include 

with their interactive data any financial 

statement schedules prescribed by 

Article 12 of Regulation S–X. These 

financial statement schedules will be 

tagged using two different levels of 

detail; only the first level will be 

required in the first year. Both levels 

will be required starting one year from 

the filer’s initial required submission in 

interactive data format. Similar in 

concept to the tagging approach adopted 

for the financial statement footnotes, the 

required levels of detail will be: (i) Each 

complete financial statement schedule 

tagged as a block of text; and (ii) each 

amount (i.e., monetary value, 

percentage, and number) separately 

tagged. However, we will permit but not 

require each narrative disclosure in 

such schedule to be separately tagged to 

the extent desired by the filer. 

A filer may restate its previously filed 

financial statements for the correction of 

an error and file an amendment to its 

registration statement, periodic report or 

transition report. Alternatively, a filer 

may revise its previously filed financial 

statements to reflect the effects of 

certain subsequent events, including a 

discontinued operation, a change in 

reportable segments, or a change in 

accounting principle and file a Form 8– 

K or 6–K or an amendment to a preeffective registration statement. The new 

rules require a filer to provide revised 

interactive data at the same time it files 

the restated or revised traditional format 

financial statements as an exhibit to the 

registration statement or report 

containing those financial statements.182

If a filer decides to change a tag it used 

previously that was not inappropriate at 

the time used, it would not be required 

to disclose the change. 

b. Reports Covered by the New Rules 

We are adopting the proposed 

requirement to submit interactive data 

for the filer’s financial statements 

contained in periodic reports on Forms 

10–Q, 10–K and 20–F and, in addition, 

extending the requirement to the Form 

40–F annual report and to Forms 8–K 

and 6–K that contain revised or updated 

financial statements.183 Under the new 

rules, filers also will be required to 

provide interactive data for transition 

reports on Forms 10–Q, 10–K, or 20–F. 

We are extending the interactive data 

requirements to Form 40–F when used 

as an annual report because we believe 

that the effort required to satisfy the 

requirement and the benefits from doing 

so would be comparable to the effort 

and benefits associated with the other 

periodic reports to which the 

requirement will apply. In response to 

our solicitation of comment on whether 

to require interactive data in connection 

with Forms 40–F, one commenter urged 

us to at least permit filers to submit 

interactive data in order to avoid 

placing filers of that form at a 

competitive disadvantage.184

As discussed above, we are extending 

the interactive data requirements to 

Forms 8–K and 6–K that contain 

updated interim financial statements or 

financial statements that have been 

revised to reflect the effects of certain 

subsequent events. These financial 

statements typically are not filed as 

amendments to forms for which we 

proposed to require interactive data, but 


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185 Issuers would not be required or permitted to 

submit an interactive data exhibit to a Form 8–K or 

6–K under any circumstances other than those 

specified. See note 74 above. 

186See, e.g., letters from Deloitte, E&Y, and KPMG 

LLP (KPMG). 

187The requirement will apply to registration 

statements under the Securities Act on Forms S–1, 

S–3, S–4, F–9, F–10, S–11, F–1, F–3, and F–4. This 

includes registration statements for annuity 

contracts that are filed on Forms S–1 and S–3. As 

proposed, however, the requirement that we are 

adopting will not apply to registration statements 

on Form N–3, N–4, or N–6, which are used to 

register variable annuity contracts and variable life 

insurance policies. 

188See, e.g., letters from ABC, National City, 

NYCBA, and Gary Purnhagen (Purnhagen). 

189See, e.g., letter from ABC. 

190See, e.g., letters from AICPA, Grant Thornton, 

PricewaterhouseCoopers LLP (PWC), CAQ, 

CalPERS, CFA, UTC, Morgan Stanley, and E&Y. 

191See, e.g., letters from BDO, CAQ, and PWC. 

192See letter from UTC. 

193See letter from EDGAROnline. 

194The 30 day grace period would begin for a 

Securities Act registration statement once the price 

or price range is filed as part of it because it is at 

that time the interactive data filing requirement 

becomes applicable. 

they provide timely financial 

information comparable to that 

contained in such forms and may be 

incorporated by reference into 

registration statements for which 

interactive data requirements generally 

apply.185 In this regard, several 

commenters noted that registrants use 

Form 8–K to file financial statements 

that reflect changes for reasons other 

than to correct accounting errors.186

c. Registration Statements Under the 

Securities Act Covered by the Rules 

We are adopting substantially as 

proposed a requirement that, subject to 

the phase-in period described above, 

registration statements filed under the 

Securities Act,187 include interactive 

data when financial statements are 

included directly in the registration 

statement, rather than being 

incorporated by reference. This 

requirement will apply to the issuer’s 

financial statements for all periods 

included in the registration statement as 

required by Regulation S–X and our 

other rules. As proposed, the rules 

would apply from the first filing of a 

registration statement. The rules as 

adopted, however, require that 

interactive data be submitted only after 

a price or price range has been 

determined and any time thereafter 

when the financial statements are 

changed. We believe analysts, investors, 

the public, and others will benefit from 

the enhanced ability of interactive data 

to locate and compare financial data 

included in registration statements. 

Further, under the new rules, interactive 

data will be required for the acquiring 

company, the filer, but not for the 

company being acquired, in the context 

of a business combination. 

Some commenters opposed requiring 

the submission of interactive data with 

registration statements for initial public 

offerings under the Securities Act.188

Some of these objections included the 

burdens for newly public companies.189

However, a number of commenters 

favored requiring interactive data for 

initial public offering registration 

statements, other Securities Act 

registration statements or both.190 Some 

commenters recommended that 

interactive data be required to be 

submitted only after the registration 

statement becomes effective, given the 

effort in preparing an initial public 

offering and the frequency with which 

initial public offering efforts never come 

to fruition.191

We believe that the interactive data 

requirements for Securities Act 

registration statements in general and, 

in particular, as limited to filings only 

after a price or price range has been 

determined and any time thereafter 

when the financial statements are 

changed, strike an appropriate balance 

between the alternatives of requiring 

interactive data submissions with each 

pre-effective amendment or waiting 

until a registration statement has been 

declared effective. In our experience, 

most issues related to the staff’s review 

of offerings typically are resolved or 

near resolution by the time a price range 

is determined, and, as a result, there 

typically would be relatively few 

changes to the financial statements 

contained in additional amendments. 

As a result, issuers would be required to 

tag information that likely is in 

substantially final form. Consequently, 

the information would be useful to 

investors and issuers would be unlikely 

to need to revise the information 

significantly in a way that would trigger 

multiple submissions of interactive 

data. As each submission would be 

tagged to indicate that the information 

in the submission has been revised, we 

believe investors should be able to 

monitor changes in the interactive data 

efficiently. Further, the rules as adopted 

provide that a company’s first filing to 

be subject to the interactive data 

requirement would be a quarterly report 

or, for a foreign private issuer not 

required to file quarterly reports, an 

annual report. Accordingly, interactive 

data exhibits will not be required for 

initial public offerings. 

d. Registration Statements Under the 

Exchange Act Covered by the Rules 

We are not adopting a requirement to 

submit interactive data for the financial 

statements contained in registration 

statements under the Exchange Act on 

Forms 10, 20–F and 40–F. Although we 

only expressly proposed to require 

interactive data in connection with 

Securities Act registration statements, 

the proposing release solicited comment 

on whether to require interactive data 

for the financial statements in Forms 

40–F and in registration statements 

under the Exchange Act on Forms 10 

and 20–F. 

One commenter suggested waiting in 

order to evaluate experience with 

interactive data submission before 

requiring submission of Exchange Act 

registration statements.192 Another 

commenter stated that the interactive 

data requirements should apply to 

Canadian issuers that report in 

accordance with U.S. GAAP and, 

ultimately, IFRS as issued by the 

IASB.193 The rules as adopted will not 

require interactive data files to be 

submitted as an exhibit to Forms 10, 20– 

F or 40–F when used as Exchange Act 

registration statements. However, a filer 

is permitted to voluntarily submit an 

interactive data exhibit with these 

registration statements. 

4. Initial Filing Grace Period 

As noted above, interactive data will 

be required at the same time as the rest 

of the filing to which it relates. 

However, each company’s initial 

interactive data submission, regardless 

of filing type, will have a 30 day grace 

period, and therefore will be permitted 

as an amendment to a: 

• Periodic report on Form 10–K, 20– 

F, 40–F or 10–Q within 30 days after the 

earlier of the due date or filing date of 

the related report; 

• Securities Act registration statement 

within 30 days after the filing date of 

the price or price range as part of the 

related registration statement; 194 or 

• Report on Form 8–K or 6–K that 

contains revised or updated financial 

statements that have been revised to 

reflect a subsequent event rather than 

the correction of an error within 30 days 

after the filing date of the related report. 

In addition, as noted above, in year 

two for the first filing that is required to 

have footnotes and schedules tagged 

using all levels of detail, the interactive 

data exhibit will be required within 30 

days after the due date or filing date of 

the related registration statement or 

periodic, current or transition report or 

Form 6–K, as applicable. 

In the voluntary program, filers were 

permitted to provide the interactive data 

at the time of filing or at any later time, 


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195The voluntary program permits filers to 

provide financial information in interactive data 

form as an exhibit to a report on Form 8–K or Form 

6–K when the related traditional format financial 

statements appear in a registration statement or 

periodic report. The new rules, however, will 

require that interactive data be provided as an 

exhibit to the registration statement or periodic 

report that contains the related traditional format 

financial statements. 

196See, e.g., letters from ACLI/AIA, AICPA, 

AllState, Astoria, CNW Group (CNW), Comcast, 

Constellation, and EEI. 

197See, e.g., letters from Constellation, EEI, and 

IBM. 

198See, e.g., letters from AllState, Astoria, 

Comcast, Foley & Lardner (Foley), Pfizer, and 

UBmatrix. 

199See, e.g., letters from FEI and SCS. 

200See letter from ABA. 

201See, e.g., letters from AllState, EEI, SCS, and 

Southern. 

202See, e.g., letters from CFA and EDGAR Online. 

203See, e.g., letters from AICPA, Constellation, 

Institute of Management Accountants (IMA), 

NAREIT, Purnhagen, and Teva Pharmaceutical 

Industries Limited (Teva). 

204See letter from IBM. 

205 17 CFR 240.12b–15. 

206New Rule 405 of Regulation S–T contains the 

Web site posting requirement. We also are 

providing, however, that Web site posting of the 

interactive data will not be required until the end 

of any applicable grace period that applies to the 

submission of the interactive data to the 

Commission. Similarly, we are providing that Web 

Continued 

without a deadline.195 We believe that, 

consistent with our view regarding the 

potential value of widespread market 

use of the interactive data, companies 

should be required to provide the 

interactive data at the time the 

registration statement or report is filed 

or required to be filed, whichever is 

earlier. We do not believe this timing 

requirement will place undue pressure 

on filers as experience with tagging 

financial statements grows and software 

and taxonomies develop. We believe, for 

example, based on our experience with 

the voluntary program, that the time 

period for the quarterly or annual report 

is sufficient for filers to convert their 

ASCII or HTML financial statements 

into interactive data format and that the 

initial grace periods help to alleviate 

concerns over timing burdens. 

Commenters overwhelmingly 

supported a 30 day grace period for the 

initial submission and initial detail 

tagged footnote submission of 

interactive data and many supported a 

30 day grace period for additional 

submissions during the phase-in and, in 

some cases, beyond.196

Some commenters suggested that the 

grace period apply either for all 

interactive data submissions during the 

first two years of the phase-in period,197

or for every submission made during the 

entire phase-in period.198 These 

commenters generally reasoned that 

during the time specified, companies 

and service providers still would be 

familiarizing themselves and developing 

expertise related to the tagging process 

and, as a result, would need time to 

complete the tagging process. Some of 

those that supported additional grace 

periods noted that the tagging process 

will be an additional step to financial 

statement preparation for years to come 

and that it will take time to integrate the 

interactive data process with the 

financial statement preparation 

process.199 One commenter noted that 

the grace period following the filing of 

a Form 10–K offers little relief for 

smaller companies due to the number of 

filings prepared shortly thereafter. 

Specifically, this commenter noted that 

at many smaller companies, the staff 

responsible for the preparation of a 

Form 10–K immediately turn their time 

and attention to the preparation of the 

company’s proxy statement after filing 

the Form 10–K. The commenter stated 

that a Form 10–Q is not followed by a 

similar series of reporting obligations, so 

a grace period following this report is 

consequently more helpful in assisting 

companies avoid excessive expense and 

burden.200

A few commenters suggested a grace 

period for submissions after the phasein period. Some stated that technical 

difficulties and the limited availability 

of support services would necessitate 

the permanent or temporary extension 

of a grace period and proposed, on an 

on-going basis after the initial phase-in 

period, that interactive data files be due 

within 4 or more days after the related 

official filing is filed. Further, these 

commenters believed that this type of 

extension would not ultimately impair 

the usefulness of interactive data while 

moving the tagging procedures out of 

the financial reporting preparation 

timeframe but still providing it to 

investors in a timely fashion.201

However, other commenters were 

concerned that a grace period beyond 

the periods proposed would diminish 

the usefulness of interactive data 

submitted beyond the due date of the 

related official filing.202

We acknowledge all of these concerns 

and suggestions, and while we are 

adopting the grace periods substantially 

as proposed, we are deferring the start 

of the phase-in which we believe may 

help to alleviate potential burdens by 

giving more time to prepare the initial 

submission. We also believe that the 

eventual dropping of the grace period 

after the initial submissions will help to 

make the interactive data files more 

useful and relevant to investors by 

requiring the submissions at the same 

time as the related official filing. 

Many commenters suggested that 

grace period submissions be filed as 

exhibits to Form 8–K or 6–K rather than 

as exhibits to amendments to Exchange 

Act periodic reports, so as to avoid 

negative connotations associated with 

the filing of an amendment.203 One 

commenter even suggested the creation 

of new forms for these amendments to 

distinguish them from substantive 

amendments to periodic reports.204 We 

acknowledge these concerns, but note 

that grace period submissions filed with 

amended periodic reports need contain 

only the relevant interactive data as an 

exhibit and therefore there should not 

be any confusion that the amended 

report is being filed for any other 

reason. In this regard we note that Rule 

12b–15 under the Exchange Act 205

generally provides that any amendment 

to a filing that required a certification 

must contain another certification; 

however, we clarify that, consistent 

with the exclusion of interactive data 

from the disclosure certification 

requirements discussed in part II.C.4 

below, an amendment whose sole 

purposes is to submit interactive data as 

an exhibit is not subject to the 

certification requirements of Rule 12b– 

15 under the Exchange Act. We 

therefore adopt the rules as proposed as 

they relate to submitting interactive data 

as part of an amendment to the form 

containing the related traditional format 

financial statements. 

5. Web Site Posting of Interactive Data 

We believe interactive data, consistent 

with our new rules, should be easily 

accessible for all investors and other 

market participants. As such disclosure 

becomes more widely available, 

advances in interactive data software, 

online viewers, search engines and 

other Web tools may in turn facilitate 

improved access to and usability of the 

data, promoting its awareness and use. 

Encouraging widespread accessibility to 

filers’ financial information furthers our 

mission to promote fair, orderly, and 

efficient markets, and facilitate capital 

formation. We believe Web site 

availability of the interactive data will 

encourage its widespread 

dissemination, thereby contributing to 

lower access costs for users. We 

therefore are requiring, generally as 

proposed, that each filer covered by the 

new rules provide the same interactive 

data that it will be required to provide 

to the Commission on its corporate Web 

site, if it has one, on the earlier of the 

calendar day it filed or was required to 

file the related registration statement or 

report, as applicable.206 The interactive 


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site posting of the interactive data will not be 

required before submission of the interactive data 

when submission of the data is delayed in 

accordance with and during the term of any 

applicable hardship exemption provided under 

Rule 201 or 202 as proposed to be revised. 

Revisions to Rules 201 and 202 are more fully 

discussed below in Part II.E. 

207 If the issuer has a corporate Web site but does 

not normally disseminate information to investors 

through its Web site, it should provide access to the 

interactive data through a location on its Web site 

that it reasonably believes will facilitate user access 

to the forms. We took a similar approach to Web 

site posting location and 12 month time frame in 

connection with requiring that issuers with 

corporate Web sites post on their Web sites 

beneficial ownership reports filed with respect to 

their securities on Forms 3, 4 and 5 under Section 

16(a) of the Exchange Act. See Section 16(a)(4)(C) 

[15 U.S.C. 78p(a)(4)(C)], Rule 16a–3(k) [17 CFR 

240.16a–3(k)] and Release No. 33–8230 (May 7, 

2003) [68 FR 25788]. 

208Companies filing registration statements and 

accelerated filers and large accelerated filers in their 

periodic reports are required to disclose whether or 

not they make available free of charge on or through 

their Web site, if they have one, their annual report 

on Form 10–K, quarterly reports on Form 10–Q, 

current reports on Form 8–K, and amendments to 

those reports. Companies that do not make their 

reports available in that manner also must disclose 

the reasons they do not do so and whether they 

voluntarily provide electronic or paper copies of 

their filings free of charge upon request. See Item 

101(e) of Regulation S–K. 

209As further discussed in Part II.E, under the 

new rules a company that fails to post its interactive 

data as required will be deemed ineligible to use 

short form registration Forms S–3, S–8, and F–3 and 

will be deemed not to have adequate public 

information available for purposes of Rule 144(c)(1) 

unless and until it posted. 

210See, e.g., letters from FEI, CFA and UTC. 

211See, e.g., letters from IBM and Starkman. 

212See, e.g., letters from Starkman and VEC. 

213See, e.g., letters from ABA and SCS. 

214See Part IV. 

215One commenter stated that an issuer should be 

able to satisfy its posting requirement through a 

hyperlink. See letter from IBM. Similarly, another 

commenter suggested dropping the posting 

requirement because the information would be 

available on the Commission’s Web site and the 

requirement would be difficult to monitor. See 

letter from E&Y. We believe, however, that search 

engines and other data aggregators might be better 

able to access the posted information directly from 

issuers’ Web sites. 

216We believe that parsing information in a filing 

is useful but we continue to emphasize the need to 

evaluate the entirety of a filing. 

217See, e.g., letters from Foley, Liberty Global, 

Inc. (LGI), NYCBA, Southern, and Teva. 

218See, e.g., letter from LGI. 

219See, e.g., letter from Teva. 

220See letter from ABA. 

221Rule 16a–3(k) [17 CFR 240.16a–3(k)]. 

data should be accessible through the 

issuer’s Web site address the issuer 

normally uses to disseminate 

information to investors.207 Finally, the 

interactive data will be required to be 

posted for at least 12 months, which is 

consistent with issuers’ full one year 

reporting cycle. 

We believe that access to the 

interactive data on corporate Web sites 

will enable search engines and other 

data aggregators to more quickly and 

cheaply aggregate the data and make 

them available to investors because the 

data will be available directly from the 

filer, instead of through third-party 

sources that may charge a fee. It could 

also transfer reliability costs of data 

availability to the public sector by 

reducing the likelihood that investors 

cannot access the data through the 

Commission’s Web site due to downtime for maintenance or to increased 

network traffic. We also believe that 

availability of interactive data on 

corporate Web sites will make it easier 

and faster for investors to collect 

information on a particular filer if the 

interactive data is on the filer’s Web site 

already, rather than if investors would 

be required to visit separately (for 

example, by hyperlink) and search the 

Commission’s Web site for information, 

particularly if the investor is already 

searching the issuer’s Web site. To help 

further our goals of decreasing user cost 

and increasing availability, we will not 

allow companies to comply with the 

Web posting requirement by including a 

hyperlink to the Commission’s Web site. 

We believe this requirement will be 

consistent with the increasing role that 

corporate Web sites perform in 

supplementing the information filed 

electronically with the Commission by 

delivering financial and other disclosure 

directly to investors. We also believe 

that this requirement can provide an 

incentive for corporations to add 

content to or otherwise enhance their 

Web sites, thereby improving investor 

experience. For example, we note that 

since 2003 issuers with corporate Web 

sites have been required to post on their 

Web sites, directly or by hyper linking 

to a third-party Web site such as the 

Commission’s Web site, beneficial 

ownership reports filed with respect to 

their securities on Forms 3, 4, and 5. We 

also note that many companies provide 

on their Web sites access to their 

periodic reports, proxy statements, and 

other Commission filings.208 The new 

rules will expand such Web site posting 

by requiring companies with Web sites 

to post their interactive data as well.209

Commenters had mixed views on the 

proposed Web site posting requirement. 

Some commenters stated that it would 

be appropriate for a company to post 

interactive data on its Web site because, 

for example, many users of financial 

statements access such types of 

information through corporate Web 

sites.210 Other commenters objected to 

the Web site posting requirement, citing 

reasons including cost,211 lack of 

investor benefit,212 and facilitating use 

of information out of context.213 Finally, 

some commenters addressed posting 

details such as when the interactive data 

must be posted and for how long it must 

remain accessible. 

We believe that issuers that already 

have corporate Web sites can post 

interactive data at a reasonable cost 214

and that such posting can benefit 

investors by facilitating their access to 

interactive data 215 and, as a result, 

facilitating their automated parsing and 

analysis of financial information. 

Investors and analysts routinely parse 

information out of filed financial 

statements, whether in paper or 

electronic format. Interactive data 

merely facilitates the parsing.216 In this 

regard, an issuer that wishes to provide 

access to context beyond the posted 

interactive data would be free to 

indicate on its Web site where a user 

could access the Commission filing to 

which the interactive data is an exhibit. 

Similarly, an issuer could provide 

access to the remainder of the filing 

directly on its Web site or by hyperlink 

to the Commission’s Web site. 

Several commenters suggested that 

issuers not be required to post 

interactive data on corporate Web sites 

on the same day they are submitted to 

the Commission because that would be 

too burdensome.217 Commenters 

suggested grace periods to post such 

data such as 24 hours 218 or, in the case 

of foreign private issuers, two business 

days 219 after the related form has been 

filed with the Commission. As 

proposed, issuers would have been 

required to post the interactive data by 

the end of the business day on the 

earlier of the date the interactive data is 

submitted or is required to be submitted 

to the Commission. In order to make it 

easier for issuers to satisfy the posting 

requirement by providing several more 

hours in which to comply but still have 

the posted information available in a 

timely manner, the new rules, as 

adopted, will require posting by the end 

of the calendar rather than business day 

specified. 

One commenter recommended that 

the Commission clarify the length of 

time that issuers would be required to 

keep interactive data posted.220 As a 

result, we are revising the proposed 

rules to require that an issuer keep the 

information posted for at least 12 

months. As we stated in connection 

with adopting a 12-month posting 

period for Forms 3, 4 and 5,221 we 

believe that such a period strikes an 

appropriate balance between the issuer 

effort needed to post and the investor 

benefit from having access to the posted 

material through the additional source 


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222See Release No. 33–8230 (May 7, 2003) [68 FR 

25788]. 

223 If the traditional format filing meets its 

validation criteria, but any interactive data fail their 

own validation criteria, all interactive data are 

removed and the traditional format filing is 

accepted and disseminated without the interactive 

data file. 

224Rule 402 under Regulation S–T provides these 

liability protections. 

225See Rules 13a–14(f) [17 CFR 240.13(a)–14(f)] 

and 15d–14(f) [17 CFR 240.15d–14(f)]. 

226 17 CFR 232.402(b). 

227For example, if a company uses the word 

‘‘liabilities’’ as the caption for a value data tagged 

as ‘‘assets,’’ the software would flag the filing and 

bring it to the staff’s attention. In contrast, if the 

company used ‘‘Total Assets’’ or ‘‘Assets, Total,’’ 

the software would identify the use of these terms 

as a low risk discrepancy. 

228The XBRL U.S. Preparers Guide, available 

from the XBRL U.S. Web site, provides guidance to 

facilitate preparing information in the interactive 

data format. 

229The technology used to show these 

relationships is known as a ‘‘linkbase.’’ Linkbases 

are part of an XBRL taxonomy and serve one of two 

primary purposes: (1) To define additional 

information about a particular concept (for example 

to express the definition for Inventory or to express 

the authoritative references for Inventory); and (2) 

to express relationships between different concepts 

(for example Inventory adds up to Current Assets 

or Inventory appears after Accounts Receivable on 

the balance sheet, but before Prepaid Expenses). 

The Commission will seek to ensure that linkbases 

not only comply with technical requirements but 

also are not used to evade accounting standards. 

230These bank reports require information that is 

more structured and less varied than the 

information we will require. As a result, the FDIC’s 

efficiency gains from the use of interactive data 

likely would be greater than ours. 

of the issuer’s Web site. In this regard, 

we note that the interactive data would 

be available indefinitely on the 

Commission’s Web site.222

C. Accuracy and Reliability of 

Interactive Data 

1. Voluntary Program 

Data must be accurate to be useful to 

investors. To help assure the accuracy of 

interactive data in the voluntary 

program, the data, upon receipt by our 

electronic filing system, undergoes a 

validation separate from the normal 

validation of the traditional format 

filing.223 Potential liability also helps 

ensure the accuracy and reliability of 

the data. Although the voluntary 

program has provided limited 

protections from liability under the 

federal securities laws 224 and excluded 

interactive data from being subject to 

officer certification requirements under 

Exchange Act Rules 13(a)–14 and 15d– 

14,225 interactive data in the voluntary 

program are subject to the anti-fraud 

provisions of the federal securities laws. 

The voluntary program also encourages 

participants’ efforts to create accurate 

and reliable interactive data that is the 

same as the corresponding disclosure in 

the traditional electronic format filing 

by providing that a participant is not 

liable for information in its interactive 

data that reflects the same information 

that appears in the corresponding 

portion of the traditional format filing, 

to the extent that the information in the 

corresponding portion of the traditional 

format filing was not materially false or 

misleading. To further encourage 

reasonable efforts to provide accurate 

interactive data, the voluntary program 

treats interactive data that do not reflect 

the same information as the official 

version as reflecting the official version 

if the volunteer meets several 

conditions. The volunteer must have 

made a good faith and reasonable 

attempt to reflect the same information 

as appears in the traditional format 

filing and, as soon as reasonably 

practicable after becoming aware of any 

difference, the volunteer must amend 

the interactive data to cause them to 

reflect the same information.226

2. Use of Technology To Detect Errors 

Complete, accurate, and reliable 

financial statements and other 

disclosures are essential to investors 

and the proper functioning of the 

securities markets. Our new 

requirement to submit interactive data 

with registration statements and reports 

is designed to provide investors with 

new tools to obtain, review, and analyze 

information from public filers more 

efficiently and effectively. To satisfy 

these goals, interactive data must meet 

investor expectations of reliability and 

accuracy. Many factors, including 

companies’ policies and procedures as 

buttressed by incentives provided by the 

application of technology by the 

Commission, market forces and the 

liability provisions of the federal 

securities laws, help further those goals. 

Building on the validation criteria 

referenced above for interactive data in 

the voluntary program, we plan to use 

validation software to check interactive 

data for compliance with many of the 

applicable technical requirements and 

to help the Commission identify data 

that may be problematic. For example, 

we expect the Commission’s technology 

to: 

• Check if required conventions (such 

as the use of angle brackets to separate 

data) are applied properly for standard 

and, in particular, non-standard special 

labels and tags; 

• Identify, count, and provide the 

staff with easy access to non-standard 

special labels and tags; 227

• Identify the use of practices, 

including some the XBRL U.S. Preparers 

Guide contains, that enhance 

usability; 228

• Facilitate comparison of interactive 

data with disclosure in the 

corresponding traditional format filing; 

• Check for mathematical errors; and 

• Analyze the way that companies 

explain how particular financial facts 

relate to one another.229

The availability of interactive data to 

the staff may also enhance its review of 

company filings. After the FDIC 

required submission of interactive data, 

it reported that its analysts were able to 

increase the number of banks they 

reviewed by 10% to 33%, and that the 

number of bank reports that failed to 

fully meet filing requirements fell from 

30% to 0%.230

We believe analysts, individual 

investors and others outside the 

Commission that use the interactive 

data submitted to us also will make use 

of software and other tools to evaluate 

the interactive data and, as a result, 

market forces will encourage companies 

to provide interactive data that 

accurately reflects the corresponding 

traditional format data in the traditional 

format filing. For example, the use of 

non-standard special labels or tags 

(extensions) could introduce errors, but 

we expect the open source and public 

nature of interactive data and the list of 

tags for U.S. financial statement 

reporting would enable software easily 

to detect and identify any modifications 

or additions to the approved list of tags. 

Based on our knowledge of the existing 

software market, we believe such 

software and other technology will be 

widely available for free or at reasonable 

cost. Investors, analysts, and other users 

therefore would be able to identify the 

existence and evaluate the validity of 

any such modifications or additions. We 

also anticipate that companies preparing 

their interactive data and investors, 

analysts, and other users will use such 

devices to search for and detect any 

changes made to the standard list of 

tags. The ability of analysts and other 

users to discover mistakes or alterations 

not consistent with the desired use of 

interactive data may give filers an 

additional incentive to prepare such 

data with care and promptly to correct 

any errors. 

3. Application of Federal Securities 

Laws 

An interactive data file generally will 

be subject to the federal securities laws 

in a modified manner similar to that of 

the voluntary program under new Rule 

406T if the filer submits the interactive 

data file within 24 months of the time 

the filer first is required to submit 


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231The 24-month period would be exclusive of a 

grace period. For example, a large accelerated filer 

first required to submit interactive data for financial 

statements in a Form 10–Q for the fiscal period 

ended June 30, 2009, would be required to submit 

the interactive data by 30 days after the Form 10– 

Q’s August 10, 2009 due date but its 24-month 

period would end August 10, 2011. 

232 In regard to liability and also similar to the 

voluntary program, we are adopting as proposed an 

exclusion for interactive data files from the officer 

certification requirements of Rules 13a–14 and 15d– 

14 of the Exchange Act. That exclusion is discussed 

further below in Part II.C.4. 

233The specified anti-fraud provisions are Section 

17(a)(1) of the Securities Act [15 U.S.C. 77q(a)(1)], 

Section 10(b) [15 U.S.C. 78j(b)] of Rule 10b–5 [17 

CFR 240.10b–5] under the Exchange Act and 

Section 206(1) [15 U.S.C. 80b–6(1)] of the 

Investment Advisers Act of 1940 [15 U.S.C. 80b–1 

et seq.]. 

234 Interactive data files will be deemed filed for 

purposes of Rule 103 under Regulation S–T [17 CFR 

232.103] and, as a result, the issuer will not be 

subject to liability for electronic transmission errors 

beyond its control if the issuer corrects the problem 

through an amendment as soon as reasonably 

practicable after the issuer becomes aware of the 

problem. Interactive data files will be deemed filed 

for purposes of Rule 103 regardless of whether they 

are eligible for the modified treatment provided by 

Rule 406T at the time submitted. Rule 406T 

expressly provides that interactive data files are 

deemed filed for purposes of Rule 103 to remove 

any negative inference that otherwise might be 

drawn due to the fact that Rule 406T deems 

interactive data files to be not filed for other 

specified purposes. 

235These general anti-fraud principles include 

the concepts of aiding and abetting and control 

person liability. In addition, liability for interactive 

data in viewable form displayed by third parties 

would depend in part on whether that information 

is attributable to the filer. See, e.g., Release No. 34– 

58288 (Aug. 7, 2008) at Section II.B.2. 

236See, e.g., letters from ABA and IBM. 

237See letter from CII. 

238See, e.g., letters from AICPA, Deloitte, 

NYCBA, SavaNet LLC (SavaNet), and UTC. 

239See letter from S&C. 

240See, e.g., letters from Angel, Intel, LG, SCS, 

Southern, and USS. 

interactive data files 231 but no later than 

October 31, 2014.232 Rule 406T provides 

that during the time a filer’s interactive 

data files are treated in this modified 

manner, they will be: 

• Subject to specified anti-fraud 

provisions 233 except in connection with 

a failure to comply with the tagging 

requirements that occurs despite a good 

faith attempt to comply and is corrected 

promptly after the filer becomes aware 

of the failure; 

• Deemed not filed or part of a 

registration statement or prospectus for 

purposes of Sections 11 or 12 of the 

Securities Act and not otherwise subject 

to liability under these sections; 

• Deemed not filed for purposes of 

Section 18 of the Exchange Act or 

Section 34(b) of the Investment 

Company Act and not otherwise subject 

to liability under these sections; and 

• Deemed filed for purposes of (and, 

as a result, benefit from) Rule 103 under 

Regulation S–T.234

In regard to correcting an interactive 

data file, we are adding the term 

‘‘promptly’’ to the list of defined terms 

in Rule 11 under Regulation S–T. Rule 

11 defines ‘‘promptly’’ as ‘‘as soon as 

reasonably practicable under the facts 

and circumstances at the time.’’ The 

definition is followed by a nonexclusive safe harbor. The safe harbor 

generally provides that a correction 

made by the later of 24 hours or 9:30 

a.m. on the next business day after the 

filer becomes aware of the need for the 

correction is deemed promptly made. If 

a filer fails to correct within the safe 

harbor timeframe, the filer still may 

have corrected promptly depending on 

the applicable facts and circumstances. 

Despite the modified treatment of 

interactive data files under the federal 

securities laws, a filer would be subject 

to actions under circumstances where 

the protections of new Rule 406T do not 

apply. For example, the Commission 

could bring an action against a filer 

under Section 13(a) of the Exchange Act 

if the filer submits an interactive data 

file with a periodic report and the 

interactive data file fails to comply with 

the tagging requirements despite a good 

faith attempt, where the filer fails to 

correct the interactive data file promptly 

after it discovers the failure. On the 

other hand, the Commission would not 

be able to bring an action against a filer 

under Sections 17(a)(2) and (3) under 

the Securities Act if the filer submits an 

interactive data file with a Securities 

Act registration statement if the 

interactive data file fails to comply 

despite a good faith effort but the filer 

acted negligently. 

New Rule 406T differs from proposed 

Rule 406 primarily by omitting 

reference to interactive data in viewable 

form and applying only for a specified 

time. 

We believe that interactive data in 

viewable form are best addressed in 

relation to interactive data files and 

traditional concepts of liability. 

Interactive data in viewable form that 

are displayed on the Commission’s Web 

site will reflect the related interactive 

data file and, as a result, such 

interactive data in viewable form should 

be treated in the same manner as the 

related interactive data file in regard to 

a filer’s failure to correctly tag an 

interactive data file that results in a 

failure of the interactive data in 

viewable form to reflect the related 

official filing. Interactive data in 

viewable form that are displayed on 

other Web sites would be subject to 

general anti-fraud principles applicable 

to republication of another person’s 

statements.235 Consistent with 

traditional concepts of liability, a filer 

would incur no additional liability for a 

failure that occurs in both an interactive 

data file and the related interactive data 

in viewable form. 

We believe that limiting the modified 

application of the federal securities laws 

to a specified period improves the 

balance between avoiding unnecessary 

cost and expense and encouraging 

accuracy in regard to interactive data 

because it recognizes that issuers and 

service providers likely will grow 

increasingly skilled at and comfortable 

with the tagging requirements. 

In the proposing release, the 

Commission sought comment on 

modified treatment of interactive data 

under the federal securities laws. 

Commenters overwhelmingly supported 

limiting liability,236 with a fair number 

of commenters supporting the proposed 

approach, and a fair number suggesting 

that the proposed approach be made 

less stringent. One expressed the 

concern that the proposed approach 

should be made more stringent.237 A 

significant number stated that the 

regulatory text was confusing or 

unclear, especially as to viewable 

interactive data. Finally, a few 

commenters made other liability-related 

suggestions, sought clarification of the 

liability applicable to situations not 

intended to be addressed expressly by 

the proposed rules or expressed other 

concerns. 

Commenters supporting the proposed 

approach generally supported having 

interactive data files be deemed 

furnished rather than filed.238 New Rule 

406T is consistent with the proposals 

and these comments because it deems 

interactive data files not filed for 

purposes of various provisions under 

the federal securities laws. 

Commenters suggesting that the 

proposed approach be made less 

stringent did so explicitly and 

implicitly. For example, while the 

proposals generally provided that an 

interactive data file would be protected 

from federal securities law liability if 

the issuer made a good faith attempt to 

prepare it correctly, one commenter 

criticized the good faith requirement 

explicitly 239 and others did so 

implicitly by stating there should be no 

liability where there is no affirmative 

intent to mislead.240 The commenter 

that criticized the good faith 

requirement explicitly stated that it 

would be problematic because there 

would be litigation over its fulfillment. 

Upon further reflection and in light of 


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241See Ernst & Ernst v. Hochfelder, 425 U.S. 185, 

206 (1976). 

242See letters from NYCBA, Safeway, and S&C. 

243See letters from NYCBA and Safeway. 

244See letter from SCS. 

245See Part II.B.5 for a discussion of commenter 

concerns regarding interactive data’s being out of 

context. 

246See, e.g., letters from AICPA, E&Y, and Grant 

Thornton. 

247See, e.g., letters from SavaNet and UTC. 

248See letter from ABA. 

249See, e.g., letters from ABA, E&Y, and IBM. 

250See letters from ABA, Intel, and SCS. 

251See, e.g., letters from ABA and S&C. 

252See letter from CFA. Under the current 

voluntary program, the filing with which interactive 

data are submitted must disclose that the purpose 

of the interactive data is to test the related format 

and technology and, as a result, investors should 

not rely on the interactive data in making 

investment decisions. 253See, e.g., letters from AICPA, CAQ and PWC. 254See letters from CAQ and PWC. 255See letter from ABA. 256The EDGAR Filer Manual addresses test 

submissions primarily at Section 6.6.5 of Volume II. 

these comments, new Rule 406T 

requires a ‘‘good faith attempt’’ to 

comply with the tagging requirements 

rather than the proposed ‘‘good faith 

and reasonable attempt.’’ We believe 

that omission of the reference to 

‘‘reasonable’’ should not result in a 

lesser degree of effort by issuers but 

should help to avoid litigation over 

fulfillment of the requirement. As 

discussed in detail above, under new 

Rule 406T additional liability protection 

occurs when a filer makes a good faith 

attempt and corrects any failure to 

comply with the tagging requirements 

promptly after the filer becomes aware 

of the failure. In this context, we 

interpret ‘‘good faith’’ as not having the 

scienter required for purposes of the 

anti-fraud provisions.241 In a further 

effort to help clarify what constitutes 

adequate effort for purposes of receiving 

additional liability protection and as 

also discussed in detail above, we have 

adopted a definition for the term 

‘‘promptly’’ that includes a nonexclusive safe harbor. 

Three commenters suggested that, at 

least at the outset of the interactive data 

submission requirement, there should 

be essentially no liability based on 

interactive data files or viewable 

interactive data.242 Two of these 

commenters stated that there should be 

no liability because tagging would be a 

‘‘new’’ process.243 The third commenter 

stated that interactive data are merely a 

repetition, in another format, of 

information already required and there 

would be little risk that issuers would 

affirmatively try to introduce differences 

between the formats because any such 

differences would be transparent. 

Similarly, one commenter stated there 

should be no liability attributable to the 

posting of an interactive data file 

because the information would be out of 

context.244 We acknowledge these 

comments but, in general, believe the 

measured level of liability that would 

apply at the outset of the mandated 

program is appropriate in light of the 

current level of development in tagging 

processes and the effect this level of 

liability should have on helping to 

assure that interactive data are 

reliable.245

Some commenters that supported 

limited liability at least at the outset of 

the interactive data submission 

requirement suggested that liability be 

revisited 246 or increased 247 later. 

Similarly, one commenter suggested 

that the imposition of liability on 

viewable interactive data be conditioned 

on the maturity of the tagging and 

rendering technology.248 In that regard, 

three commenters suggested that the 

good faith exception proposed for the 

interactive data file in part could form 

the basis for an exemption for viewable 

interactive data.249 As discussed above, 

we have decided to limit liability at the 

outset of the mandated program but 

phase out the limitation of liability over 

time. We believe that treatment of 

interactive data in viewable form that 

appears on our Web site in a manner 

analogous to the treatment of the related 

interactive data file for liability 

purposes is appropriate in light of the 

maturity of tagging and rendering 

technology. Similarly, we believe that 

treatment of interactive data in viewable 

form that appears on other Web sites 

under general anti-fraud principles 

applicable to republication of another 

person’s statements also is appropriate 

in light of the maturity of such 

technology. 

Commenters stated that the regulatory 

text was confusing or unclear in various 

ways, with a focus on viewable 

interactive data. In terms of specific 

items, commenters singled out, for 

example, the proposed Rule 406(c)(3)(C) 

provision attempting to draw a 

distinction between substantive content 

and compliance with the tagging 

provisions of proposed Rule 405.250 In 

terms of general items and viewable 

interactive data, commenter concerns 

often related to the fact that the 

proposed rules expressly addressed 

viewable interactive data only to the 

extent, as converted by the 

Commission’s viewer, it appeared 

identical in all material respects to the 

related official filing. As a result, 

commenters indicated that it was 

unclear what liability applied to 

viewable interactive data as rendered by 

the Commission’s viewer, not identical 

in all material respects to the related 

official filing; and as rendered by a nonCommission viewer.251 We believe that 

new Rule 406T clarifies or omits the 

provisions of proposed Rule 406 that 

commenters found confusing. As to 

viewable interactive data in particular, 

we now omit reference in the rule to one 

particular situation in favor of 

addressing viewable interactive data in 

general under traditional legal and 

liability concepts as discussed in detail 

above. 

We did not propose to permit or 

require legends for interactive data files. 

One commenter expressly approved the 

absence of a legend requirement,252 but 

four commenters suggested variously 

that the Commission require a legend 

that states people should not rely on the 

interactive data,253 that they should not 

rely on it because of limited liability,254

or that people should not use the 

interactive data in isolation.255 We 

believe that attempting to place in 

interactive data legends of the type 

suggested would be impracticable 

because interactive data will often be 

accessed in their machine-readable form 

and, even if they were accessed in 

viewable form, might not be accessed in 

a place where the legend would appear. 

As to a legend that states people should 

not rely on the interactive data in 

particular, such a legend would be 

unnecessary because there is no reason 

the data should not be reliable and, 

were they not reliable, they would have 

little value. 

To assist filers in ensuring the 

accuracy of their interactive data 

submissions, we plan to make available 

to filers the opportunity to make a test 

submission with the Commission. The 

test submission will enable the filer to 

learn how the validation system would 

respond if the test submission were a 

live submission and then, if the filer 

wishes, use the Commission’s previewer to see the viewable interactive 

data that would be displayed on the 

Commission Web site if the interactive 

data were accepted and 

disseminated.256 If the validation 

system finds an error, it will advise the 

filer of the nature of the error and as to 

whether the error was major or minor. 

As occurs in the voluntary program, a 

major error in an interactive data exhibit 

that was part of a live filing will cause 

the exhibit to be held in suspense in the 

electronic filing system. The rest of the 

filing will be accepted and disseminated 

if there are no major errors outside of 

the interactive data exhibit. If that were 

to happen, the filer will need to revise 

the interactive data exhibit to eliminate 


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6796 Federal Register / Vol. 74, No. 26 / Tuesday, February 10, 2009 / Rules and Regulations 

257See e.g., letter from E&Y. 

258See Part II.C.4 below for a further discussion 

of AU Sections 550, 711 and 722. 

259We expect the same will be true with respect 

to the tags for reporting under IFRS as issued by the 

IASB. 

260An example of Commission resources includes 

the EDGAR Filer Manual. 

261See, e.g., letters from AICPA, Deloitte, FEI, 

Gen. Mills, IMA, Illinois Society of Certified Public 

Accountants (ILSCPA), and Teva. 

262See, e.g., letters from CalPERS, CFA and CII. 

In connection with stating their concerns about the 

lack of auditor assurance, two of these commenters 

also stated their concern about the absence of 

management certification of interactive data under 

the proposed exclusion of interactive data from the 

officer certification requirements of Rules 13a–14 

and 15d–14. See letters from CFA and CII. 

263See, e.g., letters from AICPA, CAQ, Deloitte, 

E&Y, Grant Thornton, and KPMG. 

264These included tagging in general (see, e.g., 

letters from AICPA and UTC); extensions (see, e.g., 

letters from AICPA and UTC); and correct 

associated data (see, e.g., letter from UTC). 

265 If an issuer wishes to refer in a filing to third 

party assurance voluntarily obtained from an 

auditor or other party, the issuer must comply with 

applicable consent requirements. 

266See, e.g., letters from CAQ, Deloitte, E&Y, 

Grant Thornton, KPMG, and PWC. 

267See, e.g., letters from Deloitte, Grant Thornton, 

and PWC. 

268See, e.g., letters from Deloitte, E&Y and Grant 

Thornton. 

269See, e.g., letters from CAQ, Deloitte, E&Y, 

Grant Thornton, and KPMG. 

270See, e.g., letter from Deloitte. 

271See letters from AICPA, CAQ, Deloitte, E&Y, 

GT, and KPMG. 

the major error and submit the exhibit 

as an amendment to the filing to which 

it is intended to appear as an exhibit. A 

minor error in an interactive data 

exhibit that is part of a live filing will 

not prevent the interactive data exhibit 

from being accepted and disseminated 

together with the rest of the filing if 

there are no major errors in the rest of 

the filing. We believe it will be 

appropriate to accept and disseminate a 

filing without the interactive data 

exhibit submitted with it if only the 

exhibit has a major error, in order to 

disseminate at least as much 

information at least as timely as would 

have been disseminated were there no 

interactive data requirement. 

Some commenters sought 

clarifications on whether there might be 

auditor liability on interactive data 

files.257 There is no additional basis for 

auditor liability based on data tagging. 

Also, an auditor will not be required to 

apply AU Sections 550, 711 or 722 to 

interactive data provided in an exhibit 

or to the related viewable interactive 

data.258

In this regard, we also note that we 

are not requiring that filers involve third 

parties, such as auditors or consultants, 

in the creation of their interactive data 

filings. We are taking this approach after 

considering various factors, including: 

• Commenters’ views; 

• The availability of a comprehensive 

list of tags for U.S. financial statement 

reporting from which appropriate tags 

can be selected, thus reducing a filer’s 

need to develop new elements; 259

• The availability of user-friendly 

software with which to create the 

interactive data file; 

• The multi-year phase-in for each 

filer, the first year of which entails the 

relatively straightforward process of 

tagging face financial statements, as was 

done during the voluntary program, and 

block tagging footnotes and financial 

statement schedules; 

• The availability of interactive data 

technology specifications, and of other 

XBRL U.S., XBRL International, and 

Commission resources for preparers of 

tagged data; 260

• The advances in rendering/ 

presentation software and validation 

tools for use by preparers of tagged data 

that can identify the existence of certain 

tagging errors; 

• The expectation that preparers of 

tagged data will take the initiative to 

develop practices to promote accurate 

and consistent tagging; and 

• The filer’s and preparer’s liability 

for the accuracy of the traditional format 

version of the financial statements. 

Many commenters believed that 

issuers should not be required to obtain 

auditor assurance on their interactive 

data submissions at least at the outset of 

the interactive data submission 

requirement,261 but a few commenters 

favored requiring assurance to enhance 

reliability.262 Some commenters 

suggested monitoring interactive data 

submissions and considering whether to 

introduce an assurance requirement in 

the future.263 We acknowledge the 

concerns of the commenters that believe 

we should require assurance on 

interactive data. For the reasons 

discussed above, however, we believe 

an assurance requirement is not now 

necessary. 

A number of commenters, including 

many representing the auditing 

profession, recommended that the 

Commission and the PCAOB provide 

guidance to issuers and auditors for 

situations where an issuer wanted to 

voluntarily obtain some form of auditor 

assurance on interactive data.264 We 

note that issuers can obtain third-party 

assurance under the PCAOB Interim 

Attestation Standard—AT sec. 101, 

Attest Engagements on interactive data, 

and can start and stop obtaining 

assurance whenever they choose.265 We 

understand that the PCAOB is aware of 

sentiment in favor of interactive dataspecific attestation standards. 

Auditing firms generally did not 

support requiring issuers to obtain 

auditor assurance on data tagging, and 

stated their concern that users of 

interactive data financial statements 

may incorrectly assume that auditor 

assurance has been provided on the data 

tagging.266 These auditing firms 

recommended: 

• Requiring issuers’ filings to specify 

clearly the extent of auditor 

involvement with the interactive data 

exhibit; 267

• Requiring the interactive data 

submission to state that it is not subject 

to assurance when no assurance has 

been provided; 268

• Prohibiting tagging the auditor’s 

report; 269 and 

• Revising the standard audit report 

to clarify the extent to which, if any, the 

audit extends to interactive data.270

Some commenters suggested 

monitoring the interactive data 

submission program and considering 

whether to introduce an assurance 

requirement in the future.271 As stated 

previously, the Commission does not 

believe that auditor involvement is 

necessary with respect to the interactive 

data file. We also believe that the rules 

as adopted address some of the 

commenters’ concerns regarding the 

perception of auditor involvement in 

the creation of the interactive data 

exhibit. Although Rule 405 as adopted 

does not include a requirement that 

auditors’ reports be tagged, the rules do 

not prohibit issuers from indicating in 

the financial statements (such as in a 

footnote) the degree of auditor 

involvement in the tagging process. 

Accordingly, we believe that an issuer 

can make clear the level of auditor 

involvement or lack thereof in the 

creation of the interactive data exhibit. 

4. Officer Certifications and Integration 

of Interactive Data and Business 

Information Processing 

Rules 13a–14 and 15d–14 generally 

require officers to certify in periodic 

reports to various matters relating to 

internal control over financial 


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Federal Register / Vol. 74, No. 26 / Tuesday, February 10, 2009 / Rules and Regulations 6797 

272Exchange Act Rules 13a–15(f) [17 CFR 

240.13a–15(f)] and 15d–15(f) [17 CFR 240.15d– 

15(f)] define the term ‘‘internal control over 

financial reporting,’’ in general, as a process 

designed by or under the supervision of specified 

persons and effected by the issuer’s board of 

directors, management and other personnel ‘‘to 

provide reasonable assurance regarding the 

reliability of financial reporting and the preparation 

of financial statements for external purposes in 

accordance with [GAAP] and includes [specified] 

policies and procedures.’’ Rules 13a–15 and 15d– 

15 generally require specified issuers to maintain 

internal control over financial reporting and require 

the management of those issuers to evaluate the 

effectiveness of the issuer’s internal control over 

financial reporting. In addition, the certifications 

specified by Item 601(b)(31) of Regulation S–K and 

Instruction B(e) of Form 20–F that relate to these 

specified issuers, generally must address the 

establishment, maintenance, design, changes in and 

deficiencies and material weaknesses related to the 

issuer’s internal control over financial reporting. 

273Rules 13a–15(e) and 15d–15(e) define the term 

‘‘disclosure controls and procedures’’ as ‘‘controls 

and other procedures of an issuer that are designed 

to ensure that information required to be disclosed 

by the issuer in [its periodic] reports * * * is 

recorded, processed, summarized and reported 

within the time periods [required].’’ 

274See, e.g., letters from FirstEnergy, LGI, 

NYCBA, Safeway, Southern, Teva, USS, and 

WellPoint. 

275See letters from CFA and CII. 

276See letter from AICPA. 

277See letter from Safeway. 

278See letter from NYCBA. 

279See, e.g., letters from Deloitte and KPMG. 

280See letter from KPMG. 

281See, e.g., letters from BDO, CAQ Deloitte, E&Y 

and PWC. 

282See, e.g., letters from Southern, AICPA, IBM, 

National City, NYSSCPA, and UTC. 

reporting 272 and disclosure controls and 

procedures.273

We are adopting amendments that 

exclude interactive data from the officer 

certification requirements of Rules 13a– 

14 and 15d–14. We believe that 

adopting these amendments is part of 

striking an appropriate balance between 

avoiding unnecessary cost and expense 

and encouraging accuracy in regard to 

interactive data. A number of 

commenters stated that interactive data 

submissions should not be included 

within the scope of officer 

certifications,274 but two commenters 

expressed concern about the 

exclusion 275 and one commenter 

recommended that they be included 

after the two-year phase-in period.276

The commenters supporting the 

exclusion cited varying reasons 

including, for example, that an officer 

should not be required to certify to data 

that is not human-readable 277 and that 

inclusion would result in increased 

expense and exposure without 

commensurate investor benefit.278 The 

commenters expressing concern cited 

the exclusion together with the absence 

of an auditor assurance requirement as 

together resulting in less confidence in 

the interactive data than in traditional 

format information. As stated above in 

regard to liability generally, we believe 

that adopting the officer certification 

exclusion is part of striking an 

appropriate balance between avoiding 

unnecessary cost and expense and 

encouraging accuracy. We intend to 

monitor implementation and, if 

necessary, make appropriate 

adjustments in the future regarding 

officer certifications. 

As the technology associated with 

interactive data improves, issuers may 

integrate interactive data technology 

into their business information 

processing, and such integration may 

have implications regarding internal 

control over financial reporting no 

different than any other controls or 

procedures related to the preparation of 

financial statements. If this integration 

occurs, the preparation of financial 

statements may become interdependent 

with the interactive data tagging process 

and an issuer and its auditor should 

evaluate these changes in the context of 

their reporting on internal control over 

financial reporting. However, this 

evaluation is separate from the 

preparation and submission of the 

interactive data file, and as such the 

results of the evaluation would not 

require management to assess or an 

auditor to separately report on the 

issuer’s interactive data file provided as 

an exhibit to a filer’s reports or 

registration statements. 

Some commenters sought clarification 

of whether the basis for the proposed 

exclusion of interactive data from officer 

certification is that interactive data are 

not within the scope of disclosure 

controls and procedures.279 In this 

regard, one of the commenters noted 

that the Commission did not propose 

amendments related to Sarbanes-Oxley 

requirements to Items 307 (disclosure 

controls and procedures), 308 (internal 

control over financial reporting) or 601 

(exhibits) of Regulation S–K. As a result, 

the commenter recommended that the 

final rule explicitly address these areas 

to avoid misunderstandings and 

potential delays in implementation.280

As discussed above, we are excluding 

interactive data from the officer 

certification requirements as part of our 

effort to strike an appropriate balance 

between avoiding unnecessary cost and 

expense and encouraging accuracy in 

regard to interactive data. Interactive 

data would fall within the definition of 

‘‘disclosure controls and procedures’’ 

and, accordingly, we are not adopting 

the exclusion on that basis. 

SAS 8 (AU Section 550) was issued in 

December 1975 to address an auditor’s 

consideration of information in addition 

to audited financial statements and the 

independent auditor’s report on the 

audited financial statements included in 

documents that are published by an 

entity (e.g., an annual periodic report). 

Similarly, paragraph 18(f) of SAS 100 

(AU Section 722) addresses an auditor’s 

consideration of other information that 

accompanies interim financial 

statements included in quarterly 

periodic reports. With respect to 

registration statements, SAS 37 (AU 

Section 711) was issued in April 1981 

to address the auditor’s responsibilities 

in connection with filings under the 

federal securities statutes. 

As we stated in the proposing release 

in regard to the proposed rules, with 

respect to the adopted rules, an auditor 

will not be required to apply AU 

Sections 550, 722, or 711 to the 

interactive data provided as an exhibit 

in a company’s reports or registration 

statements, or to the viewable 

interactive data. Several commenters 

agreed that an auditor would not be 

required to apply AU Sections 550, 711 

or 722 to the interactive data provided 

as an exhibit or to the related viewable 

interactive data but wanted the PCAOB 

to formalize that view.281 We 

understand that the PCAOB is aware of 

this matter. 

5. Continued Traditional Format 

The new rules will not eliminate or 

alter existing filing requirements that 

financial statements and financial 

statement schedules be filed in 

traditional format. We believe investors 

and analysts may wish to use the 

traditional format to obtain an electronic 

or printed copy of the entire registration 

statement or report either in addition to 

or instead of disclosure formatted using 

interactive data. 

The vast majority of commenters 

stated that the Commission should 

continue to require human-readable 

financial statements in traditional 

format even if it required interactive 

data format as well.282 Most of these 

commenters also stated that the 

Commission should monitor the 

development of technology that could 

enable companies to file information in 

a manner that provides the processing 

benefits of interactive data and the 

visual clarity of the traditional format. 

These commenters reasoned that when 

such technology is developed, it would 

be appropriate to require only the single 

resulting format. 


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6798 Federal Register / Vol. 74, No. 26 / Tuesday, February 10, 2009 / Rules and Regulations 

283The latest list of data tags for U.S. financial 

statement reporting was released on April 28, 2008 

and is available at http://xbrl.us/pages/usgaap.aspx. See XBRL U.S. Press Release, XBRL U.S. 

Finalizes U.S. GAAP Taxonomies and Preparers 

Guide with Delivery to SEC (May 2, 2008). 

284We note that the vast majority of companies 

will fall under the Commercial and Industrial 

industry group. Additional guidance on the 

industry-specific lists is expected to appear in the 

EDGAR Filer Manual. 

285The International Accounting Standards 

Committee Foundation has been developing the 

IFRS financial reporting tag list since 2002. See 

http://www.iasb.org/xbrl/index.html. The 2008 

version of the IFRS financial reporting tag list was, 

as noted above, finalized in June 2008 and is 

planned to be updated annually for changes in 

accounting and reporting standards. 

286See, e.g., letter from EuropeanIssuers. 

287See, e.g., letter from CFA. 

288See, e.g., letter from ABA. 

289See, e.g., letters from Grant Thornton, CFA, 

Morgan Stanley, and Rivet. 

290See, e.g., letter from Grant Thornton. 

291 Item 401(c)(2) of Regulation S–T. 

292The requirement to submit XBRL data as an 

exhibit will appear in Item 601(b)(101) of 

Regulation S–K, paragraph 101 of the Information 

Not Required to be Delivered to Offerees or 

Purchasers of both Form F–9 and F–10, Item 101 

of the Instructions to Exhibits of Form 20–F, 

paragraph B.7 of the General Instructions to Form 

40–F and paragraph C.6 of the General Instructions 

to Form 6–K. 

293Rule 405 of Regulation S–T directly sets forth 

the basic tagging and posting requirements for the 

XBRL data and requires compliance with the 

EDGAR Filer Manual. Consistent with Rule 405, the 

EDGAR Filer Manual will contain the detailed 

tagging requirements. 

294Forms S–3, F–3, and S–8 are regarded as short 

form registration statements because they enable 

eligible issuers to register securities for offer and 

sale under the Securities Act by providing 

information in a more streamlined manner than 

they otherwise could. In order to be eligible to use 

these short forms, an issuer must meet specified 

requirements, including being current in its filing 

of Exchange Act reports. In general, an issuer is 

current if it has filed all of its required Exchange 

Act reports for the twelve months before filing the 

registration statement. Filers that are unable to use 

short form registration also are unable to 

incorporate by reference certain information into 

Forms S–4 and F–4. See Item 12 of Forms S–4 and 

F–4. 

D. Required Items 

1. Data Tags 

To comply with the proposed rules, 

filers using U.S. GAAP will be required 

to tag their financial statements using 

the most recent list of tags for U.S. 

financial statement reporting, as 

released by XBRL U.S. and required by 

the EDGAR Filer Manual.283 Each 

company will be required to use one or 

more of the five standard industryspecific lists identified in the EDGAR 

Filer Manual, as is appropriate for its 

business.284

Regular updates to the list of tags for 

U.S. financial statement reporting will 

likely be posted annually and be 

available for downloading. In addition, 

interim extensions may be made 

available for download in order to 

reflect changes in accounting and 

reporting standards. To provide 

companies sufficient time to become 

familiar with any such updates, we 

anticipate giving advance notice before 

requiring use of an updated list of tags. 

Based on experience to date with the 

most recent update to the list of tags, we 

believe that it is sufficiently developed 

to support the interactive data 

disclosure requirements in the new 

rules. 

Similarly, filers using IFRS as issued 

by the IASB will be required to tag their 

financial information using the most 

recent list of tags for international 

financial reporting, as released by the 

IASCF and specified in the EDGAR Filer 

Manual.285 Although IFRS tags are not 

currently supported by EDGAR, the 

Commission will give notice when filers 

can voluntarily submit filings using the 

IFRS taxonomy. 

One of the principal benefits of 

interactive data is its extensibility—that 

is, the ability to add to the standard list 

of tags in order to accommodate unique 

circumstances in a filer’s particular 

disclosures. The use of customized tags, 

however, may also serve to reduce the 

ability of users to compare similar 

information across companies. This was 

the source of a significant amount of 

comment. Some commenters were 

concerned that currently available 

standard taxonomies do not cover many 

company specific extension needs and 

any increase in customized taxonomy 

extensions would directly interfere with 

the comparability of inter-company 

data.286 A number of commenters 

suggested ways to facilitate interactive 

data tagging, which included 

monitoring,287 cataloging,288 and 

discouraging 289 extension use as well as 

revising the Preparers Guide to put it in 

plain English.290

We acknowledge these concerns. In 

order to promote comparability across 

companies, the new rules, as proposed, 

will limit the use of extensions to 

circumstances where the appropriate 

financial statement element does not 

exist in the standard list of tags. The 

new rules also require that wherever 

possible and when a standard element 

is appropriate, preparers change the 

label for a financial statement element 

that exists in the standard list of tags, 

instead of creating a new customized 

tag. For example, the standard list of 

tags for U.S. GAAP includes the 

financial statement element ‘‘gross 

profit.’’ The list does not include ‘‘gross 

margin,’’ because this is definitionally 

the same as ‘‘gross profit’’—both are 

generally used to mean ‘‘excess of 

revenues over the cost of revenues.’’ A 

filer using the label ‘‘gross margin’’ in 

its income statement should use the tag 

corresponding to the financial statement 

element ‘‘gross profit.’’ It would then 

change the label for this item on the 

standard list to ‘‘gross margin.’’ 

Finally, under Item 401(c) of 

Regulation S–T, voluntary filers’ 

interactive data elements must reflect 

the same information as the 

corresponding traditional format 

elements. Further, no data element can 

be ‘‘changed, deleted or summarized’’ in 

the interactive data file.291 We are not 

changing this equivalency standard for 

financial statements provided in 

interactive data format as required by 

the new rules. 

2. Regulation S–T and the EDGAR Filer 

Manual 

The new rules require that filers 

provide interactive data in the form of 

exhibits to related registration 

statements and reports.292 Interactive 

data will be required to comply with our 

Regulation S–T293 and the EDGAR Filer 

Manual. The EDGAR Filer Manual is 

available on our Web site. It includes 

technical information for making 

electronic filings with the Commission. 

Volume II of this manual includes 

guidance on the preparation, 

submission, and validation of 

interactive data submitted under the 

voluntary program. 

In addition to both Regulation S–T, 

which will include rules we are 

adopting, and the instructions in our 

EDGAR Filer Manual, filers may access 

other sources for guidance in tagging 

their financial information. These 

include the XBRL U.S. Preparers Guide; 

user guidance accompanying tagging 

software; and financial printers and 

other service providers. New software 

and other forms of third-party support 

for tagging financial statements using 

interactive data are also becoming 

widely available. 

E. Consequences of Non-Compliance 

and Hardship Exemption 

The new rules provide, as proposed, 

that if a filer does not make the required 

interactive data submission, or post the 

interactive data on the company Web 

site, by the required due date, the filer 

will be unable to use short form 

registration statements on Forms S–3, 

F–3, or S–8.294 This disqualification 

will last until the interactive data are 

provided. During the period of 

disqualification, the filer also will be 

deemed not to have available adequate 

current public information for purposes 

of the resale exemption safe harbor 


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Federal Register / Vol. 74, No. 26 / Tuesday, February 10, 2009 / Rules and Regulations 6799 

295Rule 144 under the Securities Act creates a 

safe harbor for the resale of securities under the 

exemption from Securities Act registration set forth 

in Section 4(1) of the Securities Act [15 U.S.C. 

77d(1)]. In order for some resales of securities to 

comply with Rule 144, the issuer of the securities 

must be deemed to have adequate current public 

information available as specified by Rule 144(c)(1) 

[17 CFR 230.144(c)(1)]. Rule 144(c)(1) deems an 

issuer required to file reports under the Exchange 

Act to have adequate public information available 

if it is current in its filing of Exchange Act periodic 

reports. In general, an issuer would be deemed 

current for this purpose if it has filed all of its 

required Exchange Act periodic reports for the 

twelve months before the sale of securities for 

which the Rule 144 safe harbor is sought. 

296We have amended Rule 12b–25 [17 CFR 

240.12b–25] under the Exchange Act, which, in 

general, deals with notification of the inability to 

timely file or submit all or part of specified forms 

and deems such forms to be timely filed under 

specified conditions. We added paragraph (h) to 

state that the provisions of the rule do not apply 

to interactive data files and that filers unable to 

submit or post interactive data files when required 

must comply with the hardship exemption 

requirements of either Rule 201 or 202 of 

Regulation S–T. New paragraph (h) will treat 

interactive data files in a manner similar to that 

which current Rule 12b–25(g) treats electronic 

filings in general. When Rule 12b–25 provides that 

the financial statements in traditional format are 

deemed filed timely even though actually filed 

later, the related interactive data exhibit must be 

submitted and posted on the date the related 

traditional format financial statements are actually 

filed, not when they are deemed to be filed under 

Rule 12b–25. 

297Rule 201 of Regulation S–T. 

298The information would not have to be filed in 

paper first, as this would be meaningless in the case 

of interactive data. 

299See, e.g., letters from CFA, E&Y, Grant 

Thornton, LG, and UTC. 

300See, e.g., letters from ABA, CSG, LGI, NYCBA, 

SCS, Southern, and USS. 

301See, e.g., letter from NYCBA. 

302See, e.g., letter from CSG. 

303Release No. 34–49424 (March 16, 2004) [69 FR 

15594]. 

304See letter from ABA. This commenter also 

pointed out that in Release No. 34–46464 (Apr. 8, 

2003) [67 FR 58480], Release No. 34–46464A (Sept. 

5, 2003) [67 FR 17880] the Commission stated that 

it considered making Web site posting of reports a 

condition to short form eligibility but concluded 

such an approach would be overly burdensome. 

provided by Rule 144.295 Once a filer 

complies with the interactive data 

submission and posting requirements— 

provided it previously filed its financial 

statement information in traditional 

format on a timely basis—it will be 

deemed to be timely and current in its 

periodic reports. 

We believe that precluding the use of 

short form registration statements 

during any period of failure to comply 

will appropriately direct attention to the 

interactive data reporting requirement. 

Allowing filers to reestablish their 

current status by later complying with 

the interactive data reporting 

requirement will strike a reasonable 

balance of negative consequences and 

recognition that the company’s 

traditional format reports will have been 

filed. 

Consistent with the treatment of other 

applicable reporting obligations, we are 

adopting hardship exemptions for the 

inability to timely submit interactive 

data. Rule 201 under Regulation S–T 

provides for temporary hardship 

exemptions. Rule 202 under Regulation 

S–T provides for continuing hardship 

exemptions.296

Rule 201 generally provides a 

temporary hardship exemption from 

electronic submission of information, 

without staff or Commission action, 

when a filer experiences unanticipated 

technical difficulties that prevent timely 

preparation and submission of an 

electronic filing. The temporary 

hardship exemption permits the filer to 

initially submit the information in paper 

but requires the filer to submit a 

confirming electronic copy of the 

information within six business days of 

filing the information in paper. Failure 

to file the confirming electronic copy by 

the end of that period results in short 

form ineligibility.297

We recognize the inherently 

electronic nature of interactive data. In 

light of this and the consequences to an 

issuer of not timely submitting 

interactive data, we are revising Rule 

201, as proposed, to provide a 

temporary hardship exemption that 

does not depend upon filing a paper 

version. This exemption will apply 

without staff or Commission action if a 

filer experiences unanticipated 

technical difficulties that prevent the 

timely preparation and electronic 

submission of interactive data. The 

revised temporary hardship exemption 

will cause the filer to be deemed current 

for purposes of incorporation by 

reference, short form registration, and 

Rule 144 for a period of up to six 

business days from the date the 

interactive data were required to be 

submitted.298 If the filer does not 

electronically submit the interactive 

data by the end of that period, from the 

seventh business day forward the filer 

will not be deemed current until it does 

electronically submit the interactive 

data. Similarly, we are revising Rule 201 

to provide an essentially mirror-image 

exemption from the new requirement 

for an issuer that has a corporate Web 

site to post the interactive data on its 

Web site. 

Rule 202 permits a filer to apply in 

writing for a continuing hardship 

exemption if information otherwise 

required to be submitted in electronic 

format cannot be so filed without undue 

burden or expense. If the Commission or 

the staff, through authority delegated 

from the Commission, grants the 

request, the filer must file the 

information in paper by the applicable 

due date and file a confirming electronic 

copy if and when specified in the grant 

of the request. 

We are revising Rule 202, as 

proposed, to provide that a grant of a 

continuing hardship exemption for 

interactive data will not require a paper 

submission and that the filer will be 

deemed current until the end of the 

period for which the exemption is 

granted. Rule 202 also provides that, if 

the exemption was granted for only a 

specified period rather than 

indefinitely, the filer will be deemed 

current up to the end of that period. If 

the filer does not electronically submit 

the interactive data by the end of that 

period, from the next business day 

forward the filer will not be deemed 

current until it does electronically 

submit the interactive data. Similarly, 

we are revising Rule 202 to provide an 

essentially mirror-image exemption 

from the new requirement for an issuer 

that has a corporate Web site to post the 

interactive data on its Web site. 

A few commenters generally 

supported the proposed consequences 

for late submissions and Web site 

postings of interactive data files,299 but 

several objected.300 Some commenters 

objected to all of the proposed 

consequences for late submissions and 

postings as, for example, unduly harsh 

in general 301 or inappropriate because 

the same information would be on file 

already in traditional format.302 One 

commenter claimed that in analogous 

situations the Commission decided not 

to impose similar consequences. The 

commenter noted that in Release No. 

34–49424,303 the Commission decided 

not to impose short form eligibility or 

Rule 144 current public information loss 

for failure to provide timely certain 

disclosures required by Form 8–K.304

The disclosures involved, however, 

were required by items that we stated 

‘‘may require management to make 

rapid materiality and other judgments 

within the compressed Form 8–K filing 

timeframe’’ and issuers would not have 

been able to reestablish short form 

eligibility upon compliance because 

they would have been deemed not 

timely rather than not current. 

We acknowledge these concerns, but 

in adopting the rules as proposed we 

believe that the consequences imposed 

will provide a useful compliance 

incentive and that commenters’ 

concerns are mitigated somewhat by the 

availability of the temporary and 

continuing hardship exemptions and 

the ability of filers to reestablish their 


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305 44 U.S.C. 3501 et seq. 

306 44 U.S.C. 3507(d) and 5 CFR 1320.11. 

307See Part II.B. 

308The other factor that contributes significantly 

to lessening the estimated collection of information 

burden is the reduction in the estimated number of 

filers subject to the interactive data requirements 

due to the elimination of issuers of asset-backed 

securities. Such issuers inadvertently were 

included in the estimate made in connection with 

the proposed rules. 

current status upon complying with 

their interactive data requirements. 

III. Paperwork Reduction Act 

A. Background 

The amendments contain ‘‘collection 

of information’’ requirements within the 

meaning of the Paperwork Reduction 

Act of 1995, or PRA.305 The purpose of 

the amendments is to make financial 

information easier for investors to 

analyze and to assist issuers in 

automating regulatory filings and 

business information processing. We 

published a request for comment on the 

collection of information requirements 

in the proposing release, and submitted 

a request to the Office of Management 

and Budget (OMB), for review in 

accordance with the PRA.306 OMB 

responded that it will not act on the 

request until the Commission 

supplements the request at the adopting 

stage with a discussion that includes the 

Commission’s response to comments 

received on the proposed rules. Our 

new estimates that take into account 

variations between what we proposed 

and what we are adopting reflect a 

burden that is not significantly different 

than the estimates from the proposing 

release. When we receive OMB 

clearance, we will publish notice in the 

Federal Register. 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 for the new collection of 

information the amendments will 

establish is ‘‘Interactive Data’’ (OMB 

Control No. 3235–0645). This collection 

of information relates to already existing 

regulations and forms adopted under 

the Securities Act and the Exchange Act 

that set forth financial disclosure 

requirements for registration statements 

as well as periodic, current and 

transition reports and Forms 6–K. The 

amendments will require issuers to 

submit specified financial information 

to the Commission and post it on their 

corporate Web sites, if any, in 

interactive data form. The specified 

financial information already is and will 

continue to be required to be submitted 

to the Commission in traditional format 

under existing registration statement as 

well as periodic, current, and transition 

report and Form 6–K requirements. 

Compliance with the amendments will 

be mandatory according to the phase-in 

schedule previously described.307

Issuers not yet phased-in, however, 

could comply voluntarily with the 

amendments when the appropriate 

taxonomies are supported by EDGAR. 

The information required to be 

submitted would not be kept 

confidential by the Commission. 

B. Reporting and Cost Burden Estimates 

1. Registration Statement and Periodic 

Reporting 

Form S–1 (OMB Control No. 3235– 

0065), Form S–3 (OMB Control No. 

3235–0073), Form S–4 (OMB Control 

No. 3235–0324), and Form S–11 (OMB 

Control No. 3235–0067) prescribe 

information that a filer must disclose to 

register certain offers and sales of 

securities under the Securities Act. 

Form F–1 (OMB Control No. 3235– 

0258), Form F–3 (OMB Control No. 

3235–0256), Form F–4 (OMB Control 

No. 3235–0325), Form F–9 (OMB 

Control No 3235–0377), and F–10 (OMB 

Control No. 3235–0380) prescribe 

information that a foreign private issuer 

must disclose to register certain offers 

and sales of securities under the 

Securities Act. Form 10–K (OMB 

Control No. 3235–0063) prescribes 

information that a filer must disclose 

annually to the market about its 

business. Form 10–Q (OMB Control No. 

3235–0070) prescribes information that 

a filer must disclose quarterly to the 

market about its business. Form 10 

(OMB No. 3235–0064) prescribes 

information that a filer must disclose 

when registering a class of securities 

pursuant to the Exchange Act. Form 

8–K (OMB No. 3235–0060) prescribes 

information an issuer must disclose to 

the market upon the occurrence of 

certain specified events and enables an 

issuer to disclose other information 

voluntarily. Form 20–F (OMB Control 

No. 3235–0288) and Form 40–F (OMB 

No. 3235–0381) are used by 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 

6–K (OMB No. 3235–0116) prescribes 

information that a foreign private issuer 

must disclose regarding certain 

specified changes to its business and 

securities pursuant to the Exchange Act 

and enables an issuer to disclose other 

information voluntarily. 

As previously noted, we are adopting 

the amendments substantially as 

proposed. We expect the variations 

between what we proposed and what 

we adopted to lessen the collection of 

information burden, even after 

accounting for the amendments 

requiring companies to submit 

interactive data for financial statements 

contained in additional forms— 

Securities Act registration statements on 

Forms F–9 and F–10, periodic reports 

on Forms 40–F and current reports on 

Forms 8–K and reports on Forms 6–K 

that contain updated financial 

statements that have been revised to 

reflect a subsequent event rather than 

the correction of an error. 

While we are adopting the proposed 

requirement to tag separately each 

amount within a footnote (i.e., monetary 

value, percentage, and number), in 

contrast to the proposals, we will 

permit, but not require, filers to tag, to 

the extent they choose, each narrative 

disclosure. As a result, the cost 

estimates for detailed tagging in the 

adopting release are reduced by 30%, to 

70 hours for the first filing, and 35 hours 

for subsequent filings. Permitting rather 

than requiring filers to tag each 

narrative footnote disclosure contributes 

significantly to lessening the estimated 

collection of information burden.308

As noted above, in contrast to the 

proposals, we are adopting amendments 

requiring companies to submit 

interactive data for financial statements 

contained in additional forms— 

Securities Act registration statements on 

Forms F–9 and F–10, periodic reports 

on Forms 40–F and current reports on 

Forms 8–K and reports on Forms 6–K 

that contain updated financial 

statements that have been revised to 

reflect a subsequent event rather than 

the correction of an error. The 

amendments expanding the forms 

subject to the interactive data 

requirements tend to increase the 

estimated collection of information 

burden but this increase is more than 

offset by the factors that tend to 

decrease the collection of information 

burden. 

We expect the following variations 

from the proposal will not affect the 

collection of information burden in 

more than a negligible and nonquantifiable way. 

• The amendments will require that 

interactive data be submitted with a 

Securities Act registration statement 

filing only after a price or price-range 

has been determined and any later time 

when the financial statements are 

changed rather than, as proposed, 

requiring interactive data submissions 

with each filing. 

• The timing of the required Web site 

posting has been eased. A filer must 


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309See letter from FirstEnergy. It is unclear 

whether this commenter believed that detailed 

tagging would require 80 hours on an ongoing basis. 

310See letter from National City. 

311See letter from Intel. 

312See letter from IBM. 

313See letter from Constellation Energy. 

314See Part II.B.3.a. 

315We include in the number of filings that 

would require interactive data both initial filings 

and amended filings but we estimate that the 

burden incurred in connection with an amended 

filing would be one half the burden that would be 

incurred if the amended filing were an initial filing. 

post the interactive data exhibit on its 

corporate Web site not later than the 

end of the calendar day it submitted or 

was required to submit the interactive 

data exhibit, whichever is earlier. As 

proposed, Web site posting would have 

been required by the end of the business 

rather than calendar day. 

• Interactive data will be required to 

be posted for at least 12 months on an 

issuer’s Web site. The proposing release 

did not specify this, but commenters 

requested clarification. 

The information required by the new 

collection of information we are 

adopting will correspond to specified 

financial information now required by 

these forms and will be required to 

appear in exhibits to these forms and on 

filers’ corporate Web sites. The 

compliance burden estimates for the 

collection of information are based on 

the phase-in, beginning with 

approximately 500 large accelerated 

filers subject to the rules in the first 

year, followed by approximately 1,000 

more filers in year two and 

approximately 8,700 more filers in year 

three. These numbers are estimated 

using the public float measured on the 

last day of the second quarter following 

the company’s most recent fiscal year 

end—the same date used to determine a 

filer’s accelerated filer status. The 

proposing release estimated a larger 

number of filers being phased in, 

including 1,300 in year two and 10,200 

in year three. In those estimates, issuers 

of asset-backed securities, who annually 

file a Form 10–K, were included. Those 

issuers, however, typically are not 

required to and do not include their 

financial statements in Forms 10–K, 

and, as a result they would not be 

required to provide interactive data files 

under the proposed rules. Consequently, 

they were removed from the updated 

estimate reported here. 

Based on estimates from the voluntary 

filer participant questionnaire results, 

we estimate that interactive data filers 

would incur the following average: 

• Internal burden hours to tag the face 

financials: 

Æ 125 hours for the first filing under 

the requirements; and 

Æ 17 hours for each subsequent filing. 

• Out-of-pocket cost for software and 

filing agent services: $6,140 for each 

filing. 

Based on qualitative assessments of 

time and modifications to the proposed 

level four detailed tagging requirements 

that eliminate required tagging of the 

narrative, we estimate that interactive 

data filers would incur the following 

average internal burden hours: 

• Footnotes 

Æ 7 hours to block tag for each filing 

made during the first year under the 

requirements; 

Æ 70 hours to detail tag for the first 

filing made in the second year under the 

requirements; and 

Æ 35 hours to detail tag for each 

subsequent filing. 

• Schedules 

Æ 1 hour to block tag for each filing 

made during the first year under the 

requirements; 

Æ 7 hours to detail tag for the first 

filing made in the second year under the 

requirements; and 

Æ 3.5 hours to detail tag for each 

subsequent filing. 

• Web site Posting: 4 hours to post all 

interactive data submissions made 

during each year. 

In the proposing release, the number 

of hours to detail tag the footnotes in the 

second year of the requirements was 

estimated at 100 hours for the first 

filing, and 50 for subsequent filings. 

Several commenters provided 

alternative estimates. For example, one 

commenter 309 suggested that detailed 

tagging initially would require 80 hours 

of time, while another commenter 

indicated that 40 hours would be 

required on an ongoing basis.310

Although both of these estimates are 

below our estimate, other commenters 

suggested that the time required for 

detailed tagging of the footnotes would 

be hundreds of hours,311 three to four 

times higher than our estimate,312 and 

an order of magnitude higher than our 

estimate.313

One of the considerations responsible 

for the wide variation in predicted time 

for detailed tagging was the proposed 

requirement to tag the narrative portion 

of the footnote. Unlike the discrete 

numerical values in the face financials 

that are well-defined and easy to 

quantify, the narrative portion of the 

footnotes provides a higher degree of 

variability in the number and structure 

of reported items. While we are 

adopting the proposed requirement to 

tag separately each amount within a 

footnote (i.e., monetary value, 

percentage, and number), we will 

permit, but not require, filers to tag, to 

the extent they choose, each narrative 

disclosure. As a result, the cost 

estimates for detailed tagging in the 

adopting release are reduced by 30%, to 

70 hours for the first filing, and 35 hours 

for subsequent filings. Nevertheless, it is 

reasonable to assume that many filers, 

particularly the largest filers with the 

most complex filings, may require more 

than 70 hours to comply with the 

detailed tagging requirement. It is also 

reasonable to assume that many filers 

will require significantly less time than 

70 hours, and 70 hours seems to fall 

within the range suggested by 

commenters and what is anticipated by 

Commission staff. We believe that the 

proposed requirement to tag each 

narrative disclosure within a footnote 

that, as adopted, will be optional, 

probably was a significant component of 

the higher estimates provided by 

commenters. As discussed in greater 

detail above, a significant number of 

commenters objected, in particular, to 

the proposed detailed footnote tagging 

requirement and several of those 

commenters argued that detailed 

footnote tagging would require 

significant effort by the issuer.314

Based on the number of filers we 

expect to be phased in each of the first 

three years under the requirements, the 

number of filings that we expect those 

filers to make that would require 

interactive data 315 and the internal 

burden hour and out-of-pocket cost 

estimates described, we estimate that 

the average yearly burden of the 

requirements over the first three years 

would be 916,846 internal hours per 

year and $110.6 million in out-of-pocket 

expenses for software and filing agent 

services per year and would be incurred 

by an average of 4,055 filers for an 

average yearly burden per filer of 226.1 

internal hours and $27,300 in out-ofpocket expenses. This estimate reflects 

a reduction in average yearly burden 

compared to the proposing release, 

where we estimated $1,164,690 internal 

hours per year and $129 million out-ofpocket expenses per year. This 

reduction is in part attributed to a 

smaller number of filers due to the 

elimination of issuers of asset-backed 

securities that inadvertently were 

included in the estimate made in 

connection with the proposed rules, and 

in part due to a lower estimate for 

detailed tagging due to making optional 

the proposed requirement to detail tag 

the narrative disclosures in footnotes. 

Together, these cost reductions 

outweighed the increased cost of 

requiring that interactive data be 


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316We provide an estimate of the burden in the 

fifth year under the new requirements because we 

believe the burden in the fifth year may help 

indicate what the burden would be under the new 

requirements on an ongoing basis. 

317See letter from Credit Suisse. 

318See Part III.B.1. 

319See letters from EEC, EuropeanIssuers, and 

FISD. 

320See, for example, letters from CAQ, E&Y, FPL, 

Intel and SCS. 

321See letter from FPL. 

322See, e.g., letters from ABC, AICPA, National 

City, NYSSCPA, and UTC. 

323See letters from ECI, EDGARFilings and 

UBMatrix. 

324See letter from Angel. 

325See letter from Pepsico. 

326See Part I. 327Compustat and Thomson One Banker are two 

widely used, fee-based vendors of corporate 

financial data that is formatted for interactive data 

use. This analysis was performed by matching the 

unique Commission issued Central Index Key (CIK) 

numbers from all Forms 10–K, 10–KSB, 20–F, and 

40–F filed in calendar year 2007, but not including 

issuers of asset backed securities within Standard 

Industrial Classification (SIC) code 6189, to the 

universe of companies covered by both Standard 

and Poor’s Compustat and Thomson One Banker. 

submitted for the financial statements in 

additional forms. 

By the fifth year under the 

requirements, filers generally will have 

been subject to the requirements for at 

least two years. As a result, filers 

generally would incur burdens 

applicable to interactive data filings 

made after the first filing in which the 

filer detail tagged footnotes and 

schedules. Consequently, we estimate 

that in the fifth year under the 

requirements, the burden on all filers 

would be 2,571,167 internal hours and 

$284 million in out-of-pocket expenses 

and would be incurred by 10,229 filers 

for an average burden per filer of 251 

internal hours and $27,800 in out-ofpocket expenses.316 The higher average 

burden reported for year five relative to 

the average from years one through 

three reflects the completed phase-in of 

all filers and all requirements, including 

detailed tagging, by that time. 

2. Regulation S–K 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–T (OMB 

Control No. 3235–0424) specifies the 

requirements that govern the electronic 

submission of documents. The changes 

to these items that we are adopting will 

add and revise rules under Regulations 

S–K and S–T. The additional collection 

of information burden that will result 

from these changes, however, are 

included in the burden estimate for the 

new collection of information 

‘‘Interactive Data.’’ The rules in 

Regulations S–K and S–T do not impose 

any separate burden. We assign one 

burden hour each to Regulations S–K 

and S–T for administrative convenience 

to reflect the fact that these regulations 

do not impose any direct burden on 

companies. 

C. Comments on Collection of 

Information Burden 

We solicited comments in the 

proposing release on the PRA estimates 

we provided there. One commenter 

addressed the PRA directly, while 

others commented generally on the time 

and cost burden of the amendments. 

The commenter that addressed the PRA 

directly stated that our PRA cost 

estimates appeared low and that our 

estimates understated software and nonsoftware costs such as planning and 

ongoing quality assurance.317 As 

discussed in detail above, other 

commenters provided their own 

estimates of the amount of time it would 

take to tag financial statements and 

footnotes.318

Some commenters who opposed the 

amendments generally asserted that 

interactive data would not improve the 

usefulness of financial information to 

analysts or investors 319 or that the 

Commission underestimated the 

complexity or cost of compliance in 

general 320 and implementing interactive 

data would add significant costs to 

purchase software, and pay for 

assistance and annual maintenance fees 

for that software and that the costs of 

using interactive data outweighed the 

benefits.321

In contrast, some commenters that 

supported the required submission of 

interactive data believed it would 

improve the usefulness of financial 

information to companies and investors, 

and that mandated interactive data use 

would provide the incentives to drive 

sufficient investment in software to 

enable widespread adoption of 

interactive data.322 Also in contrast, 

commenters that provide interactive 

data services stated that issuers would 

need to expend only modest cost and 

effort to comply with the 

requirements.323 One commenter stated 

that it expected that costs would fall 

quickly, especially for small companies, 

as interactive data became part of 

standard corporate accounting software 

packages.324 Another commenter stated 

that, based on its experience in the 

voluntary program, costs would fall 

significantly for subsequent 

submissions.325

We acknowledge the concerns some 

commenters hold regarding usefulness 

and cost but believe that interactive data 

have the potential to increase the speed, 

accuracy and usability of financial 

disclosure, and eventually reduce costs 

and that the phase-in schedule and the 

grace periods will provide issuers the 

time to learn more cost-effective ways to 

comply. We also believe that the third 

year phase-in for smaller reporting 

companies will permit them to learn 

from the experience of the earlier filers. 

Further, as noted previously, we will be 

monitoring the experiences of issuers 

during the phase-in periods to assess 

commenters’ concerns. 

IV. Cost-Benefit Analysis 

A. Benefits 

Requiring issuers to file their financial 

statement information using the 

interactive data format would enable 

investors, analysts, and the Commission 

staff to capture and analyze that 

information more quickly and at a lower 

cost than is possible using the same 

financial information provided in a 

static format.326 Even though the new 

regime does not require any new 

information to be disclosed or reported, 

certain benefits may accrue when 

issuers use an interactive data format to 

provide their financial reports. These 

include the following. 

1. More Financial Information Available 

to Investors 

Interactive data reporting could 

increase the amount of financial data 

available to investors in at least three 

ways. First, there is likely to be an 

increase in coverage of smaller reporting 

companies by commercially available 

products that provide corporate 

financial data. Second, the level of 

financial data available in electronic 

format by these and other services will 

likely increase as a result of interactive 

data tagging. Finally, there is likely to be 

an increase in the number of suppliers 

of financial services products because of 

requiring companies to provide 

interactive data. As a result, many 

smaller filers will have greater investor 

awareness because of interactive data 

reporting, and investors will have more 

financial data readily available in 

machine-readable format to consider for 

all filers. 

At present, many small companies are 

not included in commercially available 

products that provide corporate 

financial data, possibly due to high data 

collection costs relative to the value of 

providing coverage. For example, two 

commonly used financial information 

vendors cover approximately 70% of 

Commission filers.327 For the large 

number of firms whose financial 


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Federal Register / Vol. 74, No. 26 / Tuesday, February 10, 2009 / Rules and Regulations 6803 

328 Julia D’Souza, K. Ramesh, and M. Shen, ‘‘The 

interdependence between institutional investor 

stock ownership and information dissemination by 

capital market data aggregators,’’ Michigan State 

University working paper, available at: http:// 

papers.ssrn.com/sol3/ 

papers.cfm?abstract_id=1010834. 

329However, we recognize that at the outset, filers 

would most likely prepare their interactive data as 

an additional step after their financial statements 

have been prepared. 

330Press Release No. 2007–253 (Dec. 5, 2007). 

statements are not currently reported in 

these databases, their absence may 

reduce the likelihood that they receive 

coverage by financial analysts who use 

commercially available products to 

assess issuer performance. 

Consequently, if interactive data 

reporting increases coverage of smaller 

companies by commercially available 

financial information products, and this 

increases their exposure to analysts and 

investors, then lower search costs for 

capital could result. In other words, 

smaller companies could realize a lower 

cost of capital, or less costly financing. 

While an increase in coverage could 

occur for some issuers, it is possible that 

less than full coverage will remain in 

more sophisticated products that 

provide analysis or reporting items 

beyond basic financial information. This 

conclusion is based on an assumption 

that many commercially available 

product offerings provide information 

beyond what is reported in basic 

financial information, and the costs of 

providing this additional information 

for every company may make 100% 

coverage prohibitive. In particular, the 

smallest issuers may not offer sufficient 

market capitalization to make 

investment worthwhile to larger 

investors, for whom these commercial 

products are primarily designed. 

It is also possible that information 

quality in financial markets could be 

higher if interactive data reporting were 

required than if not, leading to more 

efficient capital allocation. Since 

financial tagging will include footnotes 

and supplemental tables, as well as the 

base financials reported in the standard 

tables, it is likely that as a result of 

interactive data tagging, there will be 

more information available to investors 

in a machine-readable format. That is, 

information not currently collected on a 

broad scale by data aggregators because 

of the costs of manual key entry, 

particularly data found in the footnotes 

and supplemental tables, will be 

available to investors in a tagged, 

machine-readable format. With more 

information readily available to 

investors on all filers, they may be able 

to better distinguish the merits of 

various investment choices, thereby 

facilitating capital flow into the favored 

investment prospects. This outcome is 

the main tenet of improved market 

efficiency, whereby providing more 

widespread access to information 

concerning the value of a financial asset, 

such as a company’s shares, results in 

better market pricing. Consequently, 

reducing the costs of accessing, 

collecting and analyzing information 

about the value of a financial asset 

facilitates this end. 

Finally, it is possible that requiring 

companies to provide interactive data 

could improve the quality of financial 

information available to end users, and 

help spur interactive data-related 

innovation in the supply of financial 

services products, resulting from a 

potential increased competition among 

suppliers of such products due to lower 

entry barriers as a result of lower data 

collection costs. 

2. Less Costly and More Timely 

Financial Information 

It is likely that the new interactive 

data requirements will lower the cost of 

collecting corporate financial data in a 

machine-readable format and allow it to 

be analyzed by investors and other endusers more quickly than without 

interactive data. At present, financial 

information is made available to 

investors in text formatted documents 

that require manual key-entry of the 

data into a format that allows statistical 

analysis and aggregation. Investors 

seeking broad financial coverage of 

companies must either spend 

considerable time manually collecting 

the data, or subscribe to a financial 

service provider that specializes in this 

data aggregation process, but passes on 

the expense of the data collection effort. 

Requiring companies to report 

interactive data should lower both the 

time and expense for investors to access 

this data. Since company financial data 

will be tagged and immediately 

downloadable into a larger, more 

comprehensive database that includes 

other filers, there will be no need for 

manual key entry of the data, 

eliminating this expense. Moreover, 

with this manual key entry effort no 

longer necessary, the delay between 

when the financial data are first filed 

and when the data is available in 

machine-readable format will reduce 

substantially. For instance, one 

unpublished study reports that as 

recently as 2004, the average time 

required for one large data aggregator to 

make financial data available to 

investors was 10.8 days.328 With 

interactive data reporting, company 

financials can be integrated into 

subscriber databases within a matter of 

hours or minutes. As a result of having 

data made available more quickly to 

investors and other end-users, newly 

revealed information can be more 

quickly priced into the market by a 

larger number of investors, consistent 

with tenets of improved market 

efficiency. 

If interactive data serves to lower the 

data aggregation costs as expected, then 

it is further expected that smaller 

investors will have greater access to 

financial data than before. In particular, 

many investors that had neither the time 

nor financial resources to procure 

broadly aggregated financial data prior 

to interactive data will have lower cost 

access than before interactive data. 

Lower data aggregation costs will allow 

investors to either aggregate the data on 

their own, or purchase it at a lower cost 

than what would be required prior to 

interactive data. Hence, smaller 

investors will have fewer informational 

barriers that separate them from larger 

investors with greater financial 

resources. 

It is also likely that a filer that uses 

a standardized interactive data format at 

earlier stages of its reporting cycle also 

may increase the usability of its internal 

financial information. For example, 

filers that use interactive data may be 

able to consolidate enterprise financial 

information more quickly and 

potentially more reliably across 

operating units with different 

accounting systems.329 There has been a 

growing development of software 

products to assist filers to tag their 

financial statements using interactive 

data helping make interactive data 

increasingly useful.330

Interactive data also could provide a 

significant opportunity for issuers to 

automate their regulatory filings and 

business information processing, with 

the potential to increase the speed, 

accuracy, and usability of financial 

disclosure. This reporting regime may in 

turn reduce filing and processing costs. 

3. Fewer Errors 

Because a substantial portion of each 

financial report makes use of the same 

information, a filer that uses a 

standardized interactive data format at 

earlier stages of its reporting cycle may 

also increase the accuracy of its 

financial disclosure by reducing the 

need for repetitive data entry that could 

contribute human error and enhancing 

the ability of a filer’s in-house financial 

professionals to identify and correct 

errors in the issuer’s registration 

statements and periodic reports filed in 

traditional electronic format. It is also 

possible that there will be fewer errors 

in the aggregated financial data used by 


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331Estimates based on voluntary filer program 

questionnaire responses, excluding participants 

with an interactive data-related business interest. 

These data suggest that the time required for tagging 

the face financials decreases by approximately 85% 

between the first and second submissions, from 

125.47 hours to 17.25 hours, numbers which are 

rounded to 125 and 17 for PRA calculations. A $250 

wage rate is assumed for all preparation cost 

estimates. 

332The costs associated with block-tagging of 

footnotes and schedules are assumed to remain 

constant in subsequent filings. In contrast, 

anticipated learning benefits from more 

complicated detailed tagging of footnotes and 

schedules are assumed to result in a 50% reduction 

in cost for subsequent filings. 333Software licensing and the use of a print agent 

can be substitutionary—companies can choose to 

do one or other, or do both—and are thus 

aggregated. 334This is an annual cost, and as such, will not 

be incurred for subsequent filings within the same 

year. 

335 Voluntary program participants were not 

required to tag financial statement footnotes or 

schedules related to the financial statements except 

that registered management investment company 

participants were required to tag one specified 

schedule. Similarly, voluntary program participants 

were not required to post on their corporate Web 

sites, if any, the interactive data information they 

submitted. Consequently, the costs of requirements 

to tag financial statement footnotes and schedules 

related to financial statements and post interactive 

data information are not derived from the voluntary 

program participant questionnaire responses or 

discussed in our analysis of those responses. 

investors since manual key entry of data 

will no longer be required by either the 

investor or a data aggregating service. 

4. Increased Comparability and 

Interpretation of Financial Data 

Another potential information 

consequence of the new requirements 

may be changes to the precision and 

comparability of the information 

disseminated by data service providers 

since the interactive data requirements 

would shift the source of data 

formatting that allows aggregation and 

facilitates comparison and analysis from 

end-users to issuers submitting 

interactive data. At present, data service 

providers manually key financial 

information into a format that allows 

aggregation. As a result, the data service 

provider makes interpretive decisions 

on how to aggregate reported financial 

items so that they can be compared 

across all companies. Consequently, 

when a subscriber of the commercial 

product offered by a data service 

provider uses this aggregated data, it can 

expect consistent interpretation of the 

reported financial items. In contrast, a 

requirement for issuers to submit 

interactive data information would 

require the issuers to independently 

decide within the confines of applicable 

requirements which financial ‘‘tag’’ best 

describes each financial item—lessening 

the amount of interpretation required by 

data service providers or end-users of 

the data. Once a standard tag is chosen, 

comparison to other companies is 

straightforward. However, since 

companies have some discretion in how 

to select tags, and can extend the 

taxonomy (create new tags) when an 

appropriate tag does not exist, unique 

interpretations by each company could 

result in reporting differences from what 

current data service providers and other 

end-users would have chosen. This 

view suggests that the issuer-submitted 

information disseminated by data 

service providers may be, on the one 

hand, less comparable because they 

have not normalized it across issuers 

but, on the other hand, more accurate 

because the risk of human error in the 

manual keying and interpretation of 

filed information would be eliminated 

and more precise because it will reflect 

decisions by the issuers themselves. 

Replicating prior methods would still be 

possible, however, because issuers 

would continue to be required to file 

financial information in traditional 

format. As a result, nothing would 

prohibit data service providers from 

continuing to provide data in the same 

manner that they did before. 

Nonetheless, interactive data benefits 

could diminish if other reporting 

formats are required for clarification in 

data aggregation. 

B. Costs 

The primary cost of the rulemaking is 

the cost of filers’ implementation of the 

rule, which includes the costs of 

submitting and posting interactive data. 

We discuss this cost element 

extensively below. In addition, because 

the rule allows an increase in the flow 

of financial information being reported 

directly to analysts and investors, there 

will be a cost of learning on the part of 

the investors in using and analyzing 

financial information at the interactive 

data level. Finally, because interactive 

data provides a standardized reporting 

format—a set of common tags from 

which filers can select—this might 

affect a company’s ability to 

communicate its unique financial 

attributes to investors. 

As for the cost of implementation of 

the rule, based on currently available 

data, we estimate the average direct 

costs of submitting and posting 

interactive data-formatted financial 

statements and other information for all 

issuers under the proposed rules would, 

based on certain assumptions, be as 

follows: 

TABLE 1—ESTIMATED DIRECT COSTS OF SUBMITTING INTERACTIVE DATA-FORMATTED FINANCIAL STATEMENTS AND

OTHER INFORMATION

First 

submission 

with block-text 

footnotes & 

schedules 

Subsequent 

submission 

with block-text 

footnotes & 

schedules 

First 

submission 

with detailed 

footnotes & 

schedules 

Subsequent 

submission 

with detailed 

footnotes & 

schedules 

Preparation face financials 331 ................................................. $31,370 $4,310 $4,310 $4,310 

Preparation footnotes 332 ......................................................... 1,750 1,750 17,500 8,750 

Preparation schedules—Software and filing agent services 333 .................................................................................. 250 250 1,750 875 

6,140 6,140 6,140 6,140 

Web site posting 334 ................................................................. 1,000 1,000 1,000 1,000 

Total cost .......................................................................... 40,510 13,450 30,700 21,075 

Upper bound ..................................................................... 82,220 21,340 60,150 37,940 

The above estimates are based in part 

on questionnaire responses from 22 

issuers that have participated in the 

voluntary program. Thirty-five 

participants were sent questionnaires, 

corresponding to a response rate of 

63%. These responses provided detail 

on the projected costs of preparing the 

face financials and for purchasing 

software or related filing agent services. 

335 The estimated total cost reported in 

Table 1 reflects expenditures on 


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336These estimates are from the Securities 

Industry and Financial Markets Association’s 

Management and Professional Earnings in the 

Securities Industry 2007, modified to account for an 

1,800-hour work-year and multiplied by 5.35 to 

account for bonuses, firm size, employee benefits 

and overhead. 

337This is based on 10,672 domestic and foreign 

issuers that filed an annual report in calendar year 

2007. Under our proposed rules, not all foreign 

private issuers would be required to submit 

interactive data; only those foreign private issuers 

that prepare their financial statements in 

accordance with U.S. GAAP or IFRS as issued by 

the IASB would be required to submit interactive 

data. Foreign private issuers that report in 

accordance with other structures and reconcile to 

U.S. GAAP would not be required to submit 

interactive data. 

338 In general, sampling error is the error that 

arises as a function of sampling in general and the 

sample chosen in particular. 

339For example, the related list of tags would 

differ between the voluntary and proposed required 

program. When we adopted the voluntary program, 

the list of tags for U.S. GAAP financial statement 

reporting contained approximately 4,000 data 

elements. The list of tags released on April 28, 2008 

contains approximately 13,000 data elements, with 

the most significant additions relating to the 

development of elements for standard U.S. GAAP 

footnote disclosure. 

340Starting in April 2008, Japanese filers were 

required to report financial statements with their 

Financial Services Agency (JFSA) using interactive 

data technology. Before this requirement, 1,233 

Japanese companies participated in a pilot program; 

768 participants described their interactive data 

submission experience through a JFSA survey. For 

our previous fuller discussion of the JFSA survey, 

see the proposing release. 

interactive data-related software, 

consulting or filing agent services used, 

and the market rate for all internal labor 

hours spent (including training) to 

prepare, review and submit the first 

interactive data format information face 

financial statements. The major 

assumptions used for this analysis are as 

follows. 

• Labor cost is estimated at $250 per 

hour, commensurate with the wage rate 

of an external accountant; 336

• Voluntary program participants 

reported a 85% average reduction in 

time required to prepare face financials 

from the first to second filing; 

• Block tagging of footnotes is 

estimated at 7 hours for the first filing, 

with a 50% reduction in time for 

subsequent filings; and 

• Detailed tagging of footnotes is 

estimated at 70 hours for the first filing, 

with a 50% reduction in time for the 

subsequent filings. 

1. Potential Variability in the Cost 

Estimate 

We report an upper bound for the 

estimated total cost based on (1) the 

variation in responses from the 

voluntary program participants and the 

likelihood of sampling error— 

respondents represent approximately 

0.21% of all issuers that ultimately 

would be required to submit interactive 

data 337—and (2) the likelihood of 

sample selection bias due to non 

random participation by filers in the 

voluntary filing program. In particular, 

we estimate that: 

• Average cost estimates increase by 

20% after removing voluntary program 

participants in an interactive datarelated business. 

• Due to sampling error,338 there is a 

1% chance that the true costs are 

underestimated by up to 80%. 

The upper bound reported in Table 1 

is $82,220 for the first filing compared 

to the average of $40,510. This upper 

bound is calculated based on the 1% 

likelihood that costs are underestimated 

by 80%, and after removing responses 

from five participants in an interactive 

data-related business. These voluntary 

filer program participants, including 

filing agents, financial services 

providers, and other consulting agents, 

may have incentives and skill sets 

unrepresentative of the average issuer 

that may cause their costs to depart from 

the likely submission cost of the average 

issuer when interactive data is required. 

The costs in Table 1 do not reflect the 

following factors that could also affect 

the total cost of compliance. 

• Smaller financial issuers appear to 

have less complex financials and labor 

costs that tend to be 20–30% lower than 

for other issuers to submit interactive 

data information. 

• There also is some evidence to 

suggest that the smallest (nonaccelerated) issuers might have 

submission costs or compliance 

difficulties in excess of other issuers. 

• The lists of tags used to prepare the 

face financial statements by those 

issuers that responded to the 

questionnaire for the voluntary program 

have been updated for the required 

program.339

The voluntary program questionnaire 

evidence is based on responses of 

predominantly large issuers, and their 

cost experience may not be 

representative of the smaller issuers or 

non-participating larger issuers. In 

particular, voluntary program 

participants that responded to the 

questionnaire are found among the 

largest of all issuers, with more than 

88% considered large accelerated filers 

(measured as greater than $700 million 

in public float). In contrast, only 1,529 

of 10,229 filers (15%) expected to be 

subject to the rule were considered large 

accelerated filers in their fiscal year-end 

2007. 

A size bias is plausible, since there 

are reasons to believe that the reported 

submission costs vary with the size of 

the issuer. For instance, larger issuers 

might have lower interactive data 

submission costs than smaller issuers, 

since they have a larger pool of internal 

resources to draw from, allowing them 

to more efficiently allocate available 

skill sets from their labor pools to 

implement interactive data reporting 

technology. Moreover, larger 

organizations might have greater excess 

capacity in their internal labor pool 

such that they are better able to absorb 

the short-term labor needs of ‘‘learning’’ 

interactive data. If so, the effect of 

sample selection in this instance may be 

to underreport the interactive data 

submission costs for smaller issuers. 

Alternatively, smaller issuers could 

have lower submission costs than larger 

issuers if their operations are less 

complex. This reasoning suggests that 

simpler business operations lead to 

simpler financial statements, requiring 

less effort to tag and submit using 

interactive data. Hence, any reduction 

in available resources to allocate to 

interactive data submission may be 

offset by lesser demand for resources. 

This view suggests a trade-off in 

submission costs as issuers become 

smaller, and as a typical result, less 

complex. 

The balance of evidence suggests that 

smaller filers will have, on average, 

lower submission costs than larger 

filers. Although the U.S. voluntary filer 

program contains data predominantly 

on larger filers, and as a result cannot 

directly address this issue, evidence 

from the Japanese interactive data pilot 

program reveals a 20 to 30% reduction 

in the time required to comply with 

their first interactive data filing for the 

smaller filers relative to the largest 

filers.340 This percent reduction is 

consistent with the percent reduction in 

U.S. filing complexity across filer size. 

In particular, we find that the number 

of financial statement items reported in 

periodic reports falls by 15 to 20% for 

the smallest filers compared to largest 

filers. Hence, the reduction in time 

required in the Japanese study is 

broadly consistent with the filing 

complexity—measured by the number 

of filing elements—among U.S. filers. 

Nevertheless, there remain concerns 

for the smallest filers. The Japanese 

study reveals that compliance costs 

begin to increase as filer size goes from 

smaller to smallest, although the costs 

are not more than those of the largest 

filers—costs for the smallest Japanese 

filers are roughly 15% lower than the 

largest filers, but about 25% higher than 

the lowest cost smaller filers. Moreover, 

the smallest Japanese filers had the 

highest likelihood of delayed filing in 


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341See Part III.B.1. 

342See letter from Rivet. 

343See letter from FPL. 

344See letter from Comcast. 

their first submission: 25% did not file 

by the mandated date compared to 5% 

for the largest filers. These risk factors 

motivate a phase-in schedule that 

allows smaller filers to lag larger filers 

in mandated reporting compliance. 

2. Cost Estimates for Footnote Tagging 

and for Software 

While the required time to prepare 

face financials is estimated based on 

responses from the voluntary filer 

participants, the same is not true for 

tagging of footnotes. At the time of the 

questionnaire, footnote tagging was not 

prevalent among voluntary filers and a 

cost estimate from their experience 

could not be obtained. In the proposing 

release, block tagging was estimated at 

seven hours for the first filing, and 

detailed tagging estimated at 100 hours. 

In both cases, a 50% reduction in 

preparation time was assumed between 

the first and subsequent filings, which 

is a more conservative learning rate than 

what was observed for tagging of face 

financial (85% reduction). In the 

adopting release, detailed tagging of the 

narrative is no longer required, and as 

a result, the cost estimates for detailed 

tagging in the adopting release are 

reduced by 30%, to 70 hours for the first 

filing, and 35 hours for subsequent 

filings. Nevertheless, it is reasonable to 

assume that many filers, particularly the 

largest filers with the most complex 

filings, may require more than 70 hours 

to comply with the detailed tagging 

requirement. It is also reasonable to 

assume that many filers will require 

significantly less time than 70 hours, 

and 70 hours seems to fall within the 

range suggested by commenters and 

what is anticipated by Commission staff. 

As discussed in more detail above, we 

believe that the proposed requirement to 

tag each narrative disclosure within a 

footnote that, as adopted, will be 

optional, probably was a significant 

component of the higher estimates 

provided by commenters.341

The software costs assumed in the 

cost estimate also include anticipated 

print agent and filing service fees. The 

experience of voluntary filer 

participants suggests that many filers 

have not yet determined the optimal 

compliance method, and several 

pursued simultaneous approaches. So 

while some participants prepared and 

filed their documents on their own, and 

others contracted the entire experience 

to a print agent, many pursued some 

combination of the two. As a result of 

the complexity with which filers 

reported their experience, we aggregated 

all of their software and print agent 

costs into one category. We estimate the 

total cost for software and filing agent 

services at $6,140 per filing. 

It is possible that filers will 

experience a lower cost than $6,140. For 

instance, one service provider 342

charges a flat fee of $1,995 for both 

Form 10–K and Form 10–Q periodic 

reports. Nevertheless, some commenters 

were concerned about the availability 

and rising cost of software. For instance, 

one commenter reported a 65% increase 

in software costs from one vendor after 

the Commission released its interactive 

data proposal in May of 2008.343

Another commenter worried that third 

party vendors will not be ready in time 

for the proposed phase-in of the rule.344

Until the rule is phased in on a broad 

scale, it is hard to predict what 

equilibrium price of software, 

consulting, and filing agent services will 

prevail. The roles of each potential kind 

of service provider within the 

interactive data market are likely to 

develop further and are not yet clear, 

and there are many potential 

participants to consider, including the 

software vendors, financial reporting 

system providers (i.e., providers of 

widely used financial products), print/ 

filing agents, and other consultants. 

Until the market of issuers that submit 

interactive data information grows 

substantially larger (either by 

requirement or by expansion of the 

number of volunteers), many different 

potential solutions are possible. For 

example, issuers may adopt solutions 

that create interactive data submissions 

using third party software, a so-called 

‘‘bolt-on’’ approach, or may seek 

integrated solutions that enable issuers 

to prepare interactive data submissions 

from their existing financial services 

software. Moreover, filing agents may 

maintain their role as an intermediary 

by offering interactive data technology 

or other service providers may cause 

that role to change. Others with 

financial and technical expertise may 

participate in the technology that may 

yield different results. 

Combining the uncertainty over the 

source of future interactive data services 

with increased demand for these 

services could result in a new market 

price that is different from what is 

currently reported by voluntary program 

participants. This price could be higher 

if the demand for interactive data 

services increases (from 76 voluntary 

program participants at the time of the 

cost analysis to more than 10,000 total 

participants) at a faster rate than the 

supply for these same services. More 

broadly, if an interactive data 

requirement resulted in clients 

subscribing for interactive data services 

faster than the rate at which these 

services can be supplied, then prices 

could increase. A phase-in schedule that 

limits the number of participants in the 

first year is likely to mitigate this 

concern to the extent that the rate of 

phase-in allows interactive data service 

suppliers to keep pace with demand. 

3. Interpretability of Standardized 

Tagging 

Since interactive data formatting 

provides a standard set of tags from 

which companies select when they 

report their financial data, one potential 

consequence of the proposed 

requirements is that companies will be 

less able to communicate their unique 

financial attributes to investors. A 

standard set of tags helps facilitate 

easier comparability between 

companies, but this benefit might come 

at a cost of less precise information 

about a company if the selected tag is 

different from what the company would 

have labeled the information without 

interactive data reporting. While it is 

possible for a company to create an 

extension (a new tag) to reflect unique 

financial information when it is not 

otherwise described by a standard tag, 

this information will no longer be easily 

aggregated across other companies. 

Nevertheless, the risk of 

interpretability of reported financial 

data already exists in the current data 

aggregation process. According to 

current practices, financial data service 

providers manually key financial 

information into a format that allows 

aggregation so that they can resell it to 

investors. As a result, the data service 

provider makes interpretive decisions 

on how to aggregate reported financial 

items so that they can be compared 

across all companies. This is done so 

that a subscriber of the commercial 

product offered by a data service 

provider can expect consistent 

interpretation of the reported financial 

items, allowing comparability in the 

same way that it is intended with 

interactive data. Hence, from one 

perspective, adoption of interactive data 

will shift the burden of making the 

interpretive decision on how to label a 

financial item from financial service 

providers to the companies making the 

filings. To the extent that the company 

is better able to classify financial data 

for comparability to other companies 

through interactive data tagging than a 

financial data service provider who 

manually keys and classifies financial 

data from standard paper based filings, 


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345 15 U.S.C. 78w(a)(2). 

346 15 U.S.C. 77b(b). 

347 15 U.S.C. 78c(f). 

348 15 U.S.C. 80a–2(c). 

then interpretability of reported 

financial data should not worsen with 

adoption of interactive data reporting. 

4. Corporate Web Site Posting 

Filers must also post their interactive 

data files to their corporate Web site if 

they have one. The direct cost estimate 

of doing so is four hours of time, or 

$1,000. In relation to the other costs of 

interactive data adoption, this cost is 

low. Although the estimated cost of 

mandatory posting is low compared to 

other costs of interactive data 

compliance and it is possible that many 

companies would post this data even if 

it were not mandatory, it is difficult to 

quantify specific benefits of mandatory 

posting beyond the benefit of having 

this same document posted on the 

Commission’s Web site. Nevertheless, 

potential benefits of required corporate 

Web site posting include the following: 

• Encouraging widespread 

accessibility and dissemination of 

interactive data, promoting its 

awareness and use; 

• Making it easier and faster for 

investors to collect information on a 

particular filer required to post, 

particularly if the investor is already 

searching the Web site; 

• Transferring reliability costs of data 

availability to the public companies by 

reducing the likelihood that investors 

cannot access the data through the 

Commission’s Web site, due to downtime for maintenance or due to 

increased network traffic; 

• Enhancing access to corporate 

financial data by Web crawlers 

searching for such information that face 

access restrictions on EDGAR; and 

• Providing incentive for corporations 

to add content or enhance their Web site 

improving the investor experience. 

Although there is potential to realize 

each of these stated benefits, there are 

also reasons why they may not manifest. 

The most likely reason that benefits will 

not accrue to investors from mandatory 

Web site posting is that a key feature of 

interactive data that makes them 

valuable to investors is the ability to 

aggregate financial data across 

companies. Since filers will use 

common tags that allow aggregation of 

firm financials, company performance 

can be compared in ways that are far 

less costly and time consuming than 

doing so without interactive data. 

Facilitating this comparison, however, 

is expected to be less likely to occur at 

a specific corporate Web site than it is 

at a third party Web site that provides 

a wide range of companies to analyze. 

Since companies are not required to 

post interactive data for other filers, this 

leaves investors two options for 

assembling aggregated financial data. 

The investor can obtain the data from 

separate visits to each corporate Web 

site of interest, or the investor can visit 

a third party Web site—such as EDGAR 

or commercial sources—and obtain the 

necessary data from a single source. The 

latter option is far more efficient, not 

only because of time savings, but also 

because central depositories of financial 

information provide access to 

companies for which an investor might 

not otherwise know to look. In other 

words, a filer may only know to 

investigate a company by having it 

reside in a location adjacent to where 

the investor is already searching. For 

instance, a feature of many third party 

information forums is to provide, 

without prompting, a set of comparable 

firms to the firm that an investor is 

currently researching using the 

provider’s tools. There is no duty for a 

company to provide on its Web site a 

similar set of comparables for a visiting 

investor. 

As a result, it is likely that individual 

corporate Web site posting of data could 

potentially offer a faster source of 

financial data to an investor only if the 

investor is not interested in broad data 

aggregation. If an investor is interested 

in interactive data for several 

companies, then identifying the unique 

Web address for each company, and 

locating where on the Web site the 

interactive data resides, will consume 

far more of an investor’s time than going 

to a central location with only a single 

Web address and a single Web site 

design to navigate. If, on the other hand, 

an investor is interested only in the 

information from a specific company, 

then interactive data offer fewer benefits 

to the investor relative to other file 

formats, such as HTML, that offer data 

in a visually organized manner. 

Similarly, data aggregators and Web 

crawling tools that search for corporate 

financial data will not necessarily 

benefit from mandatory corporate Web 

site posting of interactive data. For the 

same reason that an individual investor 

will find it easier to visit a central 

information depository for information 

rather than each individual corporate 

Web site, so will data aggregators and 

Web crawlers. Programming a Web 

crawling tool to search thousands of 

Web sites whose addresses and layouts 

are continually changing is more 

complex than doing the same for a 

single Web site. Moreover, investors 

face similar risks at corporate Web sites 

of restricted Web crawler activity, the 

Web site going down for maintenance, 

and slow connections due to high 

network traffic as they would at a 

central information depository such as 

EDGAR. This is particularly true to the 

extent that smaller corporate filers have 

fewer resources to maintain their Web 

site than the Commission or other third 

party sources of financial information. 

V. Consideration of Burden on 

Competition and Promotion of 

Efficiency, Competition, and Capital 

Formation 

Section 23(a)(2) of the Exchange 

Act 345 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) 346 of the 

Securities Act, Section 3(f) 347 of the 

Exchange Act, and Section 2(c) 348 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 amendments requiring issuers to 

submit interactive data to the 

Commission and post it on their 

corporate Web sites are intended to 

make financial information easier for 

investors to analyze. In particular, we 

believe that the amendments will enable 

investors and others to search and 

analyze the financial information 

dynamically; facilitate comparison of 

financial and business performance 

across issuers, reporting periods and 

industries; and, possibly, provide a 

significant opportunity to automate 

regulatory filings and business 

information processing with the 

potential to increase the speed, 

accuracy, and usability of financial 

disclosure. Further, we believe that the 

amendments may lead to more efficient 

capital formation and allocation. As 

discussed in detail above, we suggest 

that smaller public companies could 

benefit from increased analyst and 

investor coverage if interactive data 

increases the availability, or reduces the 

cost of collecting and analyzing, 

corporate financial data. As a result, 

interactive data may reduce some of the 

information barriers that make it costly 

for companies to find appropriate 

sources of external finance, thus 


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349See letter from Jay Starkman. 

350See letters from Haynsworth and SavaNet. 

351See letter from IBM. 

352See letter from CP. 

353See letter from EuropeanIssuers. 

354See letter from CSG. 

lowering their cost of capital and 

increasing the efficiency of capital 

formation. 

We understand that private sector 

businesses such as those that access 

financial information and aggregate, 

analyze, compare or convert it into 

interactive format have business models 

and, as a result, competitive strategies 

that the new interactive data 

requirements might affect. Since 

interactive data technology is designed 

to remove an informational barrier, 

business models within the financial 

services industry that are currently 

adapted to traditional format document 

reporting may change, with possible 

consequences for the revenue stream of 

current product offerings due to the 

competitive effects of such a change. 

The competitive effects may relate to 

changes in the accessibility of financial 

information to investors, the nature of 

the information that investors receive, 

and the potential from new entry or 

innovation in the markets through 

which financial reports are transmitted 

from filers to investors. For example, 

lower entry barriers that result from 

lower data collection costs may increase 

competition among suppliers of 

financial services products and help 

spur interactive data-related innovation. 

It is also possible, however, that, 

increased competition from new market 

entrants could reduce industry profit 

margins, and, as a result, the quality of 

financial services may suffer. For 

example—and illustration purposes 

only—assume that an Internet service 

company develops an interactive databased tool that easily provides company 

base financial data for free to all 

subscribers, and it uses this product as 

a loss leader to increase viewership and 

advertising revenue. If the data provided 

is of the same quality as data provided 

through subscription to other available 

commercial products, then there should 

be no informational efficiency loss and 

the quality of financial data services 

should not be impaired. However, if the 

incumbent financial service providers 

provide a higher quality of information 

that improves investor interpretation 

beyond base financials, but they find 

that it is no longer profitable to produce 

this information as a result of 

subsidized products from inferior 

providers, then these financial data 

service providers may reduce the supply 

of higher quality information to 

investors. 

We requested comment on whether 

the amendments would promote 

efficiency, competition, and capital 

formation or have an impact or burden 

on competition. 

A few commenters expressly 

addressed the amendments’ competitive 

effects. One commenter argued that the 

amendments would harm competition 

and innovation in computer operating 

systems because interactive data are 

restricted on non-Windows operating 

systems.349 This commenter stated that 

interactive data source code was not 

available to the public and that there 

were no interactive data viewers that 

worked under Macintosh or Linux 

platforms. We have considered the 

commenter’s views. In this regard, we 

note that the XBRL form of interactive 

data that the rules require, with 

appropriate software, could be used on 

non-Windows operating systems and 

seen in human-readable form through 

viewers that worked under Macintosh or 

Linux platforms. We also note that 

XBRL is an ‘‘open standard’’ format and 

its technological specifications are 

widely available to the public royaltyfree at no cost. 

Several commenters questioned the 

efficiency of interactive data. In this 

regard, commenters addressed the 

comparability of interactive data and the 

corporate Web site posting requirement. 

Some commenters stated that 

interactive data would be hard for 

investors to use in the manner it was 

intended to be made part of the 

interactive data requirements because 

there would be a lack of comparability 

due to the Commission’s permitting 

issuers to use taxonomies with 

thousands of standard elements and 

additional extensions.350 We believe 

that the combination of a robust list of 

standard elements and the ability to add 

extensions where necessary, strikes an 

appropriate balance between 

comparability and specificity. We also 

believe that if certain extensions become 

common, new standard elements can be 

added to eliminate the need to use these 

extensions and, thereby, enhance 

comparability. 

A commenter questioning the 

efficiency of the Web site posting 

requirement expressed concern about 

the risk of hosting delays, and the 

potential for errors and duplication of 

effort. This commenter suggested that a 

hyperlink to the interactive data on the 

Commission’s Web site would be more 

effective and would be consistent with 

the current practice of some companies 

linking to their periodic reports on the 

Commission’s site.351 As noted above, 

we believe that corporate Web site 

availability of interactive data will 

encourage its widespread 

dissemination, thereby contributing to 

lower access costs for users. Users that 

prefer to access the interactive data 

through another source such as the 

Commission’s Web site would be free to 

do so. 

Commenters addressed competition 

in terms of the opportunity to 

participate in submitting interactive 

data and the costs imposed by the 

requirement to submit interactive data. 

A commenter argued for the expansion 

of interactive data’s use in order to 

promote competition. Specifically, this 

commenter suggested that issuers be 

permitted to submit interactive data 

with MJDS forms to enable MJDS issuers 

to avoid a competitive disadvantage that 

would result from the inability to 

submit interactive data.352 As discussed 

above, the new rules generally will 

require issuers to submit interactive 

data for their MJDS forms. One 

commenter stated that the additional 

costs of the interactive data 

requirements would make the U.S. 

market less attractive to foreign 

issuers.353 Another commenter 

recommended that foreign private 

issuers be excluded from the phase-in 

period, asserting that foreign issuers 

would face more difficulty due to 

factors such as language differences and 

less access to service suppliers.354 We 

acknowledge these concerns about cost 

and effort but believe that the adopted 

requirements are appropriate in light of 

the potential interactive data have to 

increase the speed, accuracy and 

usability of financial disclosure, and 

eventually reduce costs. 

VI. Final Regulatory Flexibility Act 

Analysis 

This Final Regulatory Flexibility 

Analysis has been prepared in 

accordance with 5 U.S.C. 603. It relates 

to amendments that will require issuers 

to provide their financial statements to 

the Commission and on their corporate 

Web sites in interactive data format. 

A. Reasons for, and Objectives of, the 

Adopted Amendments 

The main purpose of the amendments 

is to make financial information easier 

for investors to analyze while assisting 

in automating regulatory filings and 

business information processing. 

Currently, issuers are required to file the 

financial statements in their registration 

statements, quarterly and annual 

reports, and transitional reports and 

revised or updated financial statements 

in their current reports on Form 8–K 


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355See letter from NYSSCPA. 

356See letter from ABA. 

357See letters from ECI, EDGARFilings and 

UBMatrix. 

358See letter from James J. Angel. 

359 17 CFR 240.0–10(a). 

360Securities Act Rule 157(a) [17 CFR 230.157(a)] 

generally defines an issuer, other than an 

investment company, to be a ‘‘small business’’ or 

‘‘small entity’’ for purposes of the Regulatory 

Flexibility Act if it had total assets of $5 million or 

less on the last day of its most recent fiscal year and 

it is conducting or proposing to conduct a securities 

offering of $5 million or less. For purposes of our 

analysis of issuers other than investment companies 

in this Part VI of the release, however, we use the 

Exchange Act definition of ‘‘small business’’ or 

‘‘small entity’’ because that definition includes 

more issuers than does the Securities Act definition 

and, as a result, assures that the definition we use 

would not itself lead to an understatement of the 

impact of the amendments on small entities. 

361The estimated number of small entities that 

report under the Exchange Act is based on 2007 

data including the Commission’s internal 

computerized filing system and Thompson 

Financial’s Worldscope database. 

362Some issuers such as those that have 

participated in the voluntary program may already 

prepare financial information in interactive data 

format or already have the expertise and software 

to prepare financial information in interactive data 

format. Those issuers would incur fewer costs as a 

result of the new requirements. Based on our 

experience with the voluntary program, however, 

we believe that it would be unlikely that those 

issuers would include many small entities. 

363The internal labor and external costs required 

to comply with the new rules are discussed more 

fully in Parts III and IV above. 

and reports on Form 6–K in a traditional 

format that provides static text-based 

information. We believe that providing 

these financial statements in interactive 

data format will: 

• Enable investors and others to 

search and analyze the information 

dynamically; 

• Facilitate comparison of financial 

and business performance across 

issuers, reporting periods and 

industries; and 

• Provide an opportunity to automate 

regulatory filings and business 

information processing with the 

potential to increase the speed, 

accuracy, and usability of financial 

disclosure. 

B. Significant Issues Raised by Public 

Comment 

The Initial Regulatory Flexibility Act 

Analysis appeared in the proposing 

release (IRFA). We requested comment 

on any aspect of the IRFA, including the 

number of small entities that may be 

affected by the amendments, the nature 

of the potential impact of the 

amendments on small entities, and how 

to quantify the impact of the 

amendments. We asked those 

submitting comments to provide 

empirical data supporting the extent of 

the impact. 

One commenter, while 

acknowledging that the largest filers 

included in the first phase should be 

able to effectively deal with the 

amendments’ requirements, expressed 

concern about the capacity of smaller 

filers to do so.355 This filer suggested 

that the Commission thoroughly study 

the initial phase-in period to determine 

whether smaller filers will have the 

resources and staff to be able to comply 

with the requirements of the rule in the 

time period proposed. This filer also 

believed that smaller issuers with less 

than $50 million of public float should 

be able to opt out of the requirements 

of the amendments but voluntarily 

comply if they so choose. One 

commenter noted that the grace period 

following the filing of a Form 10–K 

offers little relief for smaller companies 

due to the number of filings prepared 

shortly thereafter. Specifically, this 

commenter noted that at many smaller 

companies, the staff responsible for the 

preparation of a Form 10–K 

immediately turn their time and 

attention to the preparation of the 

company’s proxy statement after filing 

the Form 10–K. The commenter stated 

that a Form 10–Q is not followed by a 

similar series of reporting obligations, so 

a grace period following this report is 

consequently more helpful in assisting 

companies avoid excessive expense and 

burden.356

We also note that commenters that 

provide interactive data services stated 

that issuers would need to expend only 

modest cost and effort to comply with 

the proposed requirements.357 One 

commenter stated that it expected that 

costs would fall quickly, especially for 

small companies, as interactive data 

became part of standard corporate 

accounting software packages.358 As 

noted throughout the release, we are 

sensitive to the impact of the 

amendments on small companies and 

while we recognize that requiring 

interactive data financial reporting will 

likely result in start-up expenses for 

such companies, these expenses may be 

substantially lower than those of larger 

filers, given that smaller filers tend to 

have simpler financial statements than 

larger companies, with fewer elements 

and disclosures to tag. We expect that 

the phase-in will foster the 

improvement and availability of 

inexpensive software. We also believe 

that the third year phase-in for smaller 

reporting companies will permit them to 

learn from the experience of the earlier 

filers and give them a longer period of 

time across which to spread first-year 

data tagging costs. 

C. Small Entities Subject to the 

Amendments 

The amendments will affect issuers 

that are small entities. Exchange Act 

Rule 0–10(a) 359 defines an issuer, other 

than an investment company, to be a 

‘‘small business’’ or ‘‘small 

organization’’ for purposes of the 

Regulatory Flexibility Act if it had total 

assets of $5 million or less on the last 

day of its most recent fiscal year.360 We 

estimate that there are approximately 

1,100 issuers that file reports under the 

Exchange Act and may be considered 

small entities.361 All of these issuers 

would become subject to the 

amendments in year three of the phasein. 

D. Reporting, Recordkeeping and Other 

Compliance Requirements 

All issuers subject to the amendments 

will be required to submit financial 

information to the Commission in 

interactive data format and, if they have 

a corporate Web site, post the 

interactive data on their Web site. We 

believe that, in order to submit financial 

information in interactive data format, 

issuers in general and small entities in 

particular likely will need to prepare 

and then submit the interactive data by 

expending internal labor hours in 

connection with either or both of; 

• Purchasing, learning, and using 

software packages designed to prepare 

financial information in interactive 

format; and 

• Hiring and working with a 

consultant or filing agent.362

We believe that issuers will incur 

relatively little cost in connection with 

the requirement to post the interactive 

data on the issuer’s corporate Web site 

because the requirement applies only to 

issuers that already have a corporate 

Web site.363

E. 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. In connection with the 

amendments, we considered several 

alternatives, including the following: 

• Establishing different compliance or 

reporting requirements or timetables 

that take into account the resources 

available to small entities; 

• Further clarifying, consolidating or 

simplifying the requirements; 

• Using performance rather than 

design standards; and 


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364 In this regard, in Part II.B.2 of this release we 

note that the additional phase-in time for 

companies not required to submit interactive data 

in year one of the phase-in period is intended to 

permit them to plan for and implement the 

interactive data reporting process after having the 

opportunity to learn from the experience of year 

one filers. We also there note that the additional 

phase-in time also is intended to enable us to 

monitor implementation and, if necessary, make 

appropriate adjustments to the phase-in period. 

365See letter from NYSSCPA. 

366 15 U.S.C. 77g, 77j, 77s(a) and 77z–3. 

367 15 U.S.C. 78c, 78l, 78m, 78n, 78o(d), 78w(a), 

78ll, and 78mm. 

368 15 U.S.C. 77nnn and 77sss. 

369 15 U.S.C. 80a–6(c), 80a–8, 80a–24, 80a–29, 

and 80a–37. 

370Public Law No. 107–204, 116 Stat. 745. 

• Providing an exemption from the 

requirements, or any part of them, for 

small entities. 

We believe that, as to small entities, 

differing compliance, reporting or nonphase-in timetable requirements, a 

partial or complete exemption from the 

amendments or the use of performance 

rather than design standards would be 

inappropriate because these approaches 

would detract from the long-term 

completeness and uniformity of the 

interactive data format financial 

information database. Less long-term 

completeness and uniformity would 

reduce the extent to which the 

amendments would enable investors 

and others to search and analyze the 

information dynamically; facilitate 

comparison of financial and business 

performance across issuers, reporting 

periods and industries; and, possibly, 

provide an opportunity to automate 

regulatory filings and business 

information processing with the 

potential to increase the speed, 

accuracy, and usability of financial 

disclosure. We note, however, that small 

entities will not be subject to the 

amendments until year three of the 

phase-in and, as all other issuers, will 

not be required to tag in detail the 

footnotes and schedules to their 

financial statements until their second 

year subject to the requirements.364 We 

solicited comment on whether differing 

compliance, reporting or timetable 

requirements, a partial or complete 

exemption, or the use of performance 

rather than design standards would be 

consistent with our described main goal 

of making financial information easier 

for investors to analyze while assisting 

in automating regulatory filings and 

business information processing. One 

commenter stated that at some future 

point, all filers should be required to 

submit their financial statements in 

interactive data.365 This commenter also 

stated, however, that smaller filers 

should, for now, be able to opt out of 

the requirement to submit interactive 

data. In this regard, the commenter 

stated that it did not believe there 

would be sufficient analyst interest in 

these filers to justify the costs the filers 

would incur. We acknowledge the 

commenter’s views. We note, however, 

that even if there were relatively little 

analyst interest in smaller filers, the 

interactive data requirements are 

intended not only to facilitate access to 

and use of information by analysts but 

by others as well. In addition, we note 

that the interactive data requirements 

also are intended to provide an 

opportunity to automate regulatory 

filings and business information 

processing, with the potential to 

increase the speed, accuracy and 

usability of financial disclosure. 

Based in part on our experience with 

the voluntary program, we believe that 

the amendments are sufficiently clear 

and straightforward. 

VII. Statutory Authority and Text of 

Amendments 

We are adopting the amendments 

outlined above under Sections 7, 10, 

19(a) and 28 of the Securities Act,366

Sections 3, 12, 13, 14, 15(d), 23(a), 35A, 

and 36 of the Exchange Act,367 Sections 

314 and 319 of the Trust Indenture 

Act 368 and Sections 6(c), 8, 24, 30, and 

38 of the Investment Company Act 369

and Section 3(a) of the Sarbanes-Oxley 

Act.370

List of Subjects 

17 CFR Parts 229, 230, 232, 239, 240 

and 249 

Reporting and recordkeeping 

requirements, Securities. 

■ For the reasons set out in the 

preamble, we amend Title 17, Chapter II 

of the Code of Federal Regulations as 

follows: 

PART 229—STANDARD 

INSTRUCTIONS FOR FILING FORMS 

UNDER SECURITIES ACT OF 1933, 

SECURITIES EXCHANGE ACT OF 1934 

AND ENERGY POLICY AND 

CONSERVATION ACT OF 1975— 

REGULATION S–K 

■ 1. The authority citation for Part 229 

continues to read 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, 777iii, 77jjj, 

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

78o, 78u–5, 78w, 78ll, 78mm, 80a–8, 80a–9, 

80a–20, 80a–29, 80a–30, 80a–31(c), 80a–37, 

80a–38(a), 80a–39, 80b–11, and 7201 et seq.; 

and 18 U.S.C. 1350, unless otherwise noted. 

* * * * * 

■ 2. Amend § 229.601 by revising the 

exhibit table in paragraph (a) and by 

revising paragraph (b)(100) and adding 

paragraph (b)(101) to read as follows: 

§ 229.601 (Item 601) Exhibits. 

(a) * * * 

Exhibit Table 

* * * * * 

EXHIBIT TABLE

Securities Act forms Exchange Act forms 

S–1 S–3 S–4 1 S–8 S–11 F–1 F–3 F–4 1 10 8–K2 10–D 10–Q 10–K 

(1) Underwriting agreement ....... X X X .......... X X X X .......... X .......... .......... ..........

(2) Plan of acquisition, reorganization, arrangement, liquidation or succession ................... X X X .......... X X X X X X .......... X X 

(3)(i) Articles of incorporation ..... X .......... X .......... X X .......... X X X X X X 

(ii) Bylaws ................................... X .......... X .......... X X .......... X X X X X X 

(4) Instruments defining the 

rights of security holders, including indentures .................. X X X X X X X X X X X X X 

(5) Opinion re legality ................. X X X X X X X X .......... .......... .......... .......... ..........

(6) [Reserved] ............................ N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A 


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EXHIBIT TABLE—Continued 

Securities Act forms Exchange Act forms 

S–1 S–3 S–4 1 S–8 S–11 F–1 F–3 F–4 1 10 8–K2 10–D 10–Q 10–K 

(7) Correspondence from an 

independent accountant regarding non-reliance on a previously issued audit report or 

completed interim review ........ .......... .......... .......... .......... .......... .......... .......... .......... .......... X .......... .......... ..........

(8) Opinion re tax matters .......... X X X .......... X X X X .......... .......... .......... .......... ..........

(9) Voting trust agreement ......... X .......... X .......... X X .......... X X .......... .......... .......... X 

(10) Material contracts ............... X .......... X .......... X X .......... X X .......... X X X 

(11) Statement re computation 

of per share earnings ............. X .......... X .......... X X .......... X X .......... .......... X X 

(12) Statements re computation 

of ratios ................................... X X X .......... X X .......... X X .......... .......... .......... X 

(13) Annual report to security 

holders, Form 10–Q or quarterly report to security holders 3 ......................................... .......... .......... X .......... .......... .......... .......... .......... .......... .......... .......... .......... X 

(14) Code of Ethics .................... .......... .......... .......... .......... .......... .......... .......... .......... .......... X .......... .......... X 

(15) Letter re unaudited interim 

financial information ................ X X X X X X X X .......... .......... .......... X ..........

(16) Letter re change in certifying accountant 4 ................... X .......... X .......... X .......... .......... .......... X X .......... .......... X 

(17) Correspondence on departure of director ........................ .......... .......... .......... .......... .......... .......... .......... .......... .......... X .......... .......... ..........

(18) Letter re change in accounting principles .................. .......... .......... .......... .......... .......... .......... .......... .......... .......... .......... .......... X X 

(19) Report furnished to security 

holders .................................... .......... .......... .......... .......... .......... .......... .......... .......... .......... .......... .......... X ..........

(20) Other documents or statements to security holders ....... .......... .......... .......... .......... .......... .......... .......... .......... .......... X .......... .......... ..........

(21) Subsidiaries of the registrant ...................................... X .......... X .......... X X .......... X X .......... .......... .......... X 

(22) Published report regarding 

matters submitted to vote of 

security holders ...................... .......... .......... .......... .......... .......... .......... .......... .......... .......... .......... X X X 

(23) Consents of experts and 

counsel ................................... X X X X X X X X .......... X5 X5 X5 X5

(24) Power of attorney ............... X X X X X X X X X X .......... X X 

(25) Statement of eligibility of 

trustee ..................................... X X X .......... .......... X X X .......... .......... .......... .......... ..........

(26) Invitation for competitive 

bids ......................................... X X X .......... .......... X X X .......... .......... .......... .......... ..........

(27) through (30) [Reserved] ..... .......... .......... .......... .......... .......... .......... .......... .......... .......... .......... .......... .......... ..........

(31) (i) Rule 13a–14(a)/15d– 

14(a) .......................................

Certifications (ii) Rule 13a–14/ 

15d–14 Certifications .............. .......... .......... .......... .......... .......... .......... .......... .......... .......... .......... .......... X 

..........

X 

X 

(32) Section 1350 Certifications 6 .......... .......... .......... .......... .......... .......... .......... .......... .......... .......... .......... X X 

(33) Report on assessment of 

compliance with servicing criteria for asset-backed issuers .......... .......... .......... .......... .......... .......... .......... .......... .......... .......... .......... .......... X 

(34) Attestation report on assessment of compliance with 

servicing criteria for assetbacked securities .................... .......... .......... .......... .......... .......... .......... .......... .......... .......... .......... .......... .......... X 

(35) Servicer compliance statement ........................................ .......... .......... .......... .......... .......... .......... .......... .......... .......... .......... .......... .......... X 

(36) through (98) [Reserved] ..... N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A 

(99) Additional exhibits ............... X X X X X X X X X X X X X 

(100) XBRL-Related Documents .......... .......... .......... .......... .......... .......... .......... .......... X X .......... X X 

(101) Interactive Data File ......... X X X .......... X X X X .......... X .......... X X 

1An exhibit need not be provided about a company if: (1) With respect to such company an election has been made under Form S–4 or F–4 

to provide information about such company at a level prescribed by Form S–3 or F–3; and (2) the form, the level of which has been elected 

under Form S–4 or F–4, would not require such company to provide such exhibit if it were registering a primary offering. 2A Form 8–K exhibit is required only if relevant to the subject matter reported on the Form 8–K report. For example, if the Form 8–K pertains 

to the departure of a director, only the exhibit described in paragraph (b)(17) of this section need be filed. A required exhibit may be incorporated 

by reference from a previous filing. 3Where incorporated by reference into the text of the prospectus and delivered to security holders along with the prospectus as permitted by 

the registration statement; or, in the case of the Form 10–K, where the annual report to security holders is incorporated by reference into the text 

of the Form 10–K. 


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4 If required pursuant to Item 304 of Regulation S–K. 

5Where the opinion of the expert or counsel has been incorporated by reference into a previously filed Securities Act registration statement. 6Pursuant to §§ 240.13a–13(b)(3) and 240.15d–13(b)(3) of this chapter, asset-backed issuers are not required to file reports on Form 10–Q. 

(b) * * * 

(100) XBRL-Related Documents. Only 

an electronic filer that prepares its 

financial statements in accordance with 

Article 6 of Regulation S–X (17 CFR 

210.6–01 et seq.) is permitted to 

participate in the voluntary XBRL 

(eXtensible Business Reporting 

Language) program and, as a result, may 

submit XBRL–Related Documents 

(§ 232.11 of this chapter) in electronic 

format as an exhibit to: the filing to 

which they relate; an amendment to 

such filing; or a Form 8–K (§ 249.308 of 

this chapter) that references such filing, 

if the Form 8–K is submitted no earlier 

than the date of filing. Rule 401 of 

Regulation S–T (§ 232.401 of this 

chapter) sets forth further details 

regarding eligibility to participate in the 

voluntary XBRL program. 

(101) Interactive Data File. An 

Interactive Data File (§ 232.11 of this 

chapter) is: 

(i) Required to be submitted and 

posted. Required to be submitted to the 

Commission and posted on the 

registrant’s corporate Web site, if any, in 

the manner provided by Rule 405 of 

Regulation S–T (§ 232.405 of this 

chapter) if the registrant does not 

prepare its financial statements in 

accordance with Article 6 of Regulation 

S–X (17 CFR 210.6–01 et seq.) and is 

described in paragraph (b)(101)(i)(A), 

(B) or (C) of this Item, except that an 

Interactive Data File: first is required for 

a periodic report on Form 10–Q 

(§ 249.308a of this chapter), Form 20–F 

(§ 249.220f of this chapter) or Form 40– 

F (§ 249.240f of this chapter), as 

applicable; is required for a registration 

statement under the Securities Act only 

if the registration statement contains a 

price or price range; and is required for 

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

only when the Form 8–K contains 

audited annual financial statements that 

are a revised version of financial 

statements that previously were filed 

with the Commission that have been 

revised pursuant to applicable 

accounting standards to reflect the 

effects of certain subsequent events, 

including a discontinued operation, a 

change in reportable segments or a 

change in accounting principle, and, in 

such case, the Interactive Data File 

would be required only as to such 

revised financial statements regardless 

whether the Form 8–K contains other 

financial statements: 

(A) A large accelerated filer 

(§ 240.12b–2 of this chapter) that had an 

aggregate worldwide market value of the 

voting and non-voting common equity 

held by non-affiliates of more than $5 

billion as of the last business day of the 

second fiscal quarter of its most recently 

completed fiscal year that prepares its 

financial statements in accordance with 

generally accepted accounting 

principles as used in the United States 

and the filing contains financial 

statements of the registrant for a fiscal 

period that ends on or after June 15, 

2009; 

(B) A large accelerated filer not 

specified in paragraph (b)(101)(i)(A) of 

this Item that prepares its financial 

statements in accordance with generally 

accepted accounting principles as used 

in the United States and the filing 

contains financial statements of the 

registrant for a fiscal period that ends on 

or after June 15, 2010; or 

(C) A filer not specified in paragraph 

(b)(101)(i)(A) or (B) of this Item that 

prepares its financial statements in 

accordance with either generally 

accepted accounting principles as used 

in the United States or International 

Financial Reporting Standards as issued 

by the International Accounting 

Standards Board, and the filing contains 

financial statements of the registrant for 

a fiscal period that ends on or after June 

15, 2011. 

(ii) Permitted to be submitted. 

Permitted to be submitted to the 

Commission in the manner provided by 

Rule 405 of Regulation S–T (§ 232.405 of 

this chapter) if the: 

(A) Registrant prepares its financial 

statements: 

(1) In accordance with either: 

(i) Generally accepted accounting 

principles as used in the United States; 

or 

(ii) International Financial Reporting 

Standards as issued by the International 

Accounting Standards Board; and 

(2) Not in accordance with Article 6 

of Regulation S–X (17 CFR 210.6–01 et 

seq.); and 

(B) Interactive Data File is not 

required to be submitted to the 

Commission under paragraph (b)(101)(i) 

of this Item. 

(iii) Not permitted to be submitted. 

Not permitted to be submitted to the 

Commission if the registrant prepares its 

financial statements in accordance with 

Article 6 of Regulation S–X (17 CFR 

210.6–01 et seq.). 

PART 230—GENERAL RULES AND 

REGULATIONS, SECURITIES ACT OF 

1933 

■ 3. The authority citation for Part 230 

continues to read in part as follows: 

Authority: 15 U.S.C. 77b, 77c, 77d, 77f, 

77g, 77h, 77j, 77r, 77s, 77z–3, 77sss, 78c, 78d, 

78j, 78l, 78m, 78n, 78o, 78t, 78w, 78ll(d), 

78mm, 80a–8, 80a–24, 80a–28, 80a–29, 80a– 

30, and 80a–37, unless otherwise noted. 

* * * * * 

■ 4. Amend § 230.144 by revising 

paragraph (c)(1) and the Note to 

§ 230.144(c) to read as follows: 

§ 230.144 Persons deemed not to be 

engaged in a distribution and therefore not 

underwriters. 

* * * * * 

(c) * * * 

(1) Reporting issuers. The issuer is, 

and has been for a period of at least 90 

days immediately before the sale, 

subject to the reporting requirements of 

section 13 or 15(d) of the Exchange Act 

and has: 

(i) Filed all required reports under 

section 13 or 15(d) of the Exchange Act, 

as applicable, during the 12 months 

preceding such sale (or for such shorter 

period that the issuer was required to 

file such reports), other than Form 8–K 

reports (§ 249.308 of this chapter); and 

(ii) Submitted electronically and 

posted on its corporate Web site, if any, 

every Interactive Data File (§ 232.11 of 

this chapter) required to be submitted 

and posted pursuant to Rule 405 of 

Regulation S–T (§ 232.405 of this 

chapter), during the 12 months 

preceding such sale (or for such shorter 

period that the issuer was required to 

submit and post such files); or 

* * * * * 

Note to § 230.144(c). With respect to 

paragraph (c)(1), the person can rely upon: 

1. A statement in whichever is the most 

recent report, quarterly or annual, required to 

be filed and filed by the issuer that such 

issuer has: 

a. Filed all reports required under section 

13 or 15(d) of the Exchange Act, as 

applicable, during the preceding 12 months 

(or for such shorter period that the issuer was 

required to file such reports), other than 

Form 8–K reports (§ 249.308 of this chapter), 

and has been subject to such filing 

requirements for the past 90 days; and 

b. Submitted electronically and posted on 

its corporate Web site, if any, every 

Interactive Data File (§ 232.11 of this chapter) 

required to be submitted and posted pursuant 

to Rule 405 of Regulation S–T (§ 232.405 of 

this chapter), during the preceding 12 

months (or for such shorter period that the 


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issuer was required to submit and post such 

files); or 

2. A written statement from the issuer that 

it has complied with such reporting, 

submission or posting requirements. 

3. Neither type of statement may be relied 

upon, however, if the person knows or has 

reason to believe that the issuer has not 

complied with such requirements. 

* * * * * 

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), 77z–3, 77sss(a), 78c(b), 78l, 78m, 78n, 

78o(d), 78w(a), 78ll, 80a–6(c), 80a–8, 80a–29, 

80a–30, 80a–37, and 7201 et seq.; and 18 

U.S.C. 1350. 

* * * * * 

■ 6. Amend § 232.11 by adding 

definitions for ‘‘Interactive Data File,’’ 

‘‘Promptly,’’ and ‘‘Related Official 

Filing’’ in alphabetical order to read as 

follows: 

§ 232.11 Definition of terms used in part 

232. 

* * * * * 

Interactive Data File. The term 

Interactive Data File means the 

machine-readable computer code that 

presents information in eXtensible 

Business Reporting Language (XBRL) 

electronic format pursuant to § 232.405. 

* * * * * 

Promptly. The term Promptly means 

as soon as reasonably practicable under 

the facts and circumstances at the time. 

An amendment to the Interactive Data 

File made by the later of 24 hours or 

9:30 a.m. Eastern Standard Time or 

Eastern Daylight Saving Time, 

whichever is currently in effect, on the 

next business day after the electronic 

filer becomes aware of the need for such 

amendment shall be deemed to be 

‘‘promptly’’ made. 

* * * * * 

Related Official Filing. The term 

Related Official Filing means the ASCII 

or HTML format part of the official 

filing with which an Interactive Data 

File appears as an exhibit. 

* * * * * 

■ 7. Amend § 232.201 by: 

■ a. Revising paragraph (a) introductory 

text; 

■ b. Amending paragraph (b) by revising 

the headings to Notes 1 and 2; and 

■ c. Adding paragraph (c). 

The revisions and addition read as 

follows: 

§ 232.201 Temporary hardship exemption. 

(a) If an electronic filer experiences 

unanticipated technical difficulties 

preventing the timely preparation and 

submission of an electronic filing, other 

than a Form 3 (§ 249.103 of this 

chapter), a Form 4 (§ 249.104 of this 

chapter), a Form 5 (§ 249.105 of this 

chapter), a Form ID (§§ 239.63, 249.446, 

269.7 and 274.402 of this chapter), a 

Form TA–1 (§ 249.100 of this chapter), 

a Form TA–2 (§ 249.102 of this chapter), 

a Form TA–W (§ 249.101 of this 

chapter), a Form D (§ 239.500 of this 

chapter) or an Interactive Data File 

(§ 232.11 of this chapter), the electronic 

filer may file the subject filing, under 

cover of Form TH (§§ 239.65, 249.447, 

269.10 and 274.404 of this chapter), in 

paper format no later than one business 

day after the date on which the filing 

was to be made. 

* * * * * 

(b) * * * 

Note 1 to paragraph (b): * * * 

Note 2 to paragraph (b): * * * 

(c) If an electronic filer experiences 

unanticipated technical difficulties 

preventing the timely preparation and— 

(1) Submission of an Interactive Data 

File (§ 232.11) as an exhibit as required 

pursuant to Rule 405 of Regulation S– 

T (§ 232.405), the electronic filer still 

can timely satisfy the requirement to 

submit the Interactive Data File in the 

following manner: 

(i) Substitute for the Interactive Data 

File in the required exhibit a document 

that sets forth the following legend: 

IN ACCORDANCE WITH THE 

TEMPORARY HARDSHIP EXEMPTION 

PROVIDED BY RULE 201 OF 

REGULATION S–T, THE DATE BY 

WHICH THE INTERACTIVE DATA FILE 

IS REQUIRED TO BE SUBMITTED HAS 

BEEN EXTENDED BY SIX BUSINESS 

DAYS; and 

(ii) Submit the required Interactive 

Data File no later than six business days 

after the Interactive Data File originally 

was required to be submitted. 

(2) Posting on its corporate Web site 

of an Interactive Data File as required 

pursuant to Rule 405 of Regulation S– 

T, the electronic filer still can timely 

satisfy the requirement to post the 

Interactive Data File by so posting the 

Interactive Data File within six business 

days after the Interactive Data File was 

required to be submitted to the 

Commission. 

Note to paragraph (c): Electronic filers 

unable to submit or post, as applicable, the 

Interactive Data File under the circumstances 

specified by paragraph (c), must comply with 

the provisions of this section and cannot use 

Form 12b–25 (§ 249.322 of this chapter) as a 

notification of late filing. Failure to submit or 

post, as applicable, the Interactive Data File 

as required by the end of the six-business-day 

period specified by paragraph (c) of this 

section will result in ineligibility to use 

Forms S–3, S–8 and F–3 (§§ 239.13, 239.16b, 

and 239.33 of this chapter) and constitute a 

failure to have filed all required reports for 

purposes of the current public information 

requirements of Rule 144(c)(1) 

(§ 230.144(c)(1) of this chapter). 

■ 8. Amend § 232.202 by: 

■ a. Revising paragraphs (a) 

introductory text, (a)(2), (b)(2), and 

(b)(3); 

■ b. Revising paragraph (c); 

■ c. Revising paragraph (d); 

■ d. Revising the headings to Notes 1, 2, 

and 3 to the section; and 

■ e. Adding Note 4 to the section. 

The revisions and addition read as 

follows: 

§ 232.202 Continuing hardship exemption. 

(a) An electronic filer may apply in 

writing for a continuing hardship 

exemption if all or part of a filing, group 

of filings or submission, other than a 

Form ID (§§ 239.63, 249.446, 269.7, and 

274.402 of this chapter) or a Form D 

(§ 239.500 of this chapter), otherwise to 

be filed or submitted in electronic 

format or, in the case of an Interactive 

Data File (§ 232.11), to be posted on the 

electronic filer’s corporate Web site, 

cannot be so filed, submitted or posted, 

as applicable, without undue burden or 

expense. Such written application shall 

be made at least ten business days 

before the required due date of the 

filing(s), submission(s) or posting of the 

proposed filing, submission, or posting 

date, as appropriate, or within such 

shorter period as may be permitted. The 

written application shall contain the 

information set forth in paragraph (b) of 

this section. 

* * * * * 

(2) If the Commission, or the staff 

acting pursuant to delegated authority, 

denies the application for a continuing 

hardship exemption, the electronic filer 

shall file or submit the required 

document or Interactive Data File in 

electronic format or post the Interactive 

Data File on its corporate Web site, as 

applicable, on the required due date or 

the proposed filing or submission date, 

or such other date as may be permitted. 

* * * * * 

(b) * * * 

(2) The burden and expense to 

employ alternative means to make the 

electronic submission or posting, as 

applicable; and/or 

(3) The reasons for not submitting 

electronically the document, group of 

documents or Interactive Data File or 

not posting the Interactive Data File, as 


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well as the justification for the 

requested time period. 

(c) If the request is granted with 

respect to: 

(1) Electronic filing of a document or 

group of documents, not electronic 

submission or posting of an Interactive 

Data File, then the electronic filer shall 

submit the document or group of 

documents for which the continuing 

hardship exemption is granted in paper 

format on the required due date 

specified in the applicable form, rule or 

regulation, or the proposed filing date, 

as appropriate and the following legend 

shall be placed in capital letters at the 

top of the cover page of the paper format 

document(s): 

IN ACCORDANCE WITH RULE 202 

OF REGULATION S–T, THIS (specify 

document) IS BEING FILED IN PAPER 

PURSUANT TO A CONTINUING 

HARDSHIP EXEMPTION. 

(2) Electronic submission of an 

Interactive Data File, then the electronic 

filer shall substitute for the Interactive 

Data File in the exhibit in which it was 

required a document that sets forth one 

of the following legends, as appropriate: 

IN ACCORDANCE WITH A 

CONTINUING HARDSHIP EXEMPTION 

OBTAINED UNDER RULE 202 OF 

REGULATION S–T, THE DATE BY 

WHICH THE INTERACTIVE DATA FILE 

IS REQUIRED TO BE SUBMITTED HAS 

BEEN EXTENDED TO (specify date); or 

IN ACCORDANCE WITH A 

CONTINUING HARDSHIP EXEMPTION 

OBTAINED UNDER RULE 202 OF 

REGULATION S–T, THE INTERACTIVE 

DATA FILE IS NOT REQUIRED TO BE 

SUBMITTED. 

(3) Web site posting by an electronic 

filer of its Interactive Data File, the 

electronic filer need not post on its Web 

site any statement with regard to the 

grant of the request. 

(d) If a continuing hardship 

exemption is granted for a limited 

period of time for: 

(1) Electronic filing of a document or 

group of documents, not electronic 

submission or posting of an Interactive 

Data File, then the grant may be 

conditioned upon the filing of the 

document or group of documents that is 

the subject of the exemption in 

electronic format upon the expiration of 

the period for which the exemption is 

granted. The electronic format version 

shall contain the following statement in 

capital letters at the top of the first page 

of the document: 

This document is a copy of the 

(specify document) filed on (date) 

pursuant to a Rule 202(d) continuing 

hardship exemption. 

(2) Electronic submission or posting 

of an Interactive Data File, then the 

grant may be conditioned upon the 

electronic submission and posting, as 

applicable, of the Interactive Data File 

that is the subject of the exemption 

upon the expiration of the period for 

which the exemption is granted. 

Note 1 to § 232.202: * * * 

Note 2 to § 232.202: * * * 

Note 3 to § 232.202: * * * 

Note 4 to § 232.202: Failure to submit or 

post, as applicable, the Interactive Data File 

as required by Rule 405 by the end of the 

continuing hardship exemption if granted for 

a limited period of time, will result in 

ineligibility to use Forms S–3, S–8, and F– 

3 (§§ 239.13, 239.16b and 239.33 of this 

chapter) and constitute a failure to have filed 

all required reports for purposes of the 

current public information requirements of 

Rule 144(c)(1) (§ 230.144(c)(1) of this 

chapter). 

■ 9. Amend § 232.305 by revising 

paragraph (b) to read as follows: 

§ 232.305 Number of characters per line; 

tabular and columnar information. 

* * * * * 

(b) Paragraph (a) of this section does 

not apply to HTML documents, 

Interactive Data Files (§ 232.11) or 

XBRL-Related Documents (§ 232.11). 

■ 10. Amend § 232.401, paragraph (a), 

by adding a new first sentence to read 

as follows: 

§ 232.401 XBRL-Related Document 

submissions. 

(a) Only an electronic filer that is an 

investment company registered under 

the Investment Company Act of 1940 

(15 U.S.C. 80a–1 et seq.), a ‘‘business 

development company’’ as defined in 

section 2(a)(48) of that Act, or an entity 

that reports under the Exchange Act and 

prepares its financial statements in 

accordance with Article 6 of Regulation 

S–X (17 CFR 210.6–01 et seq.) is 

permitted to participate in the voluntary 

XBRL (eXtensible Business Reporting 

Language) program. * * * 

* * * * * 

■ 11. Amend § 232.402 by removing the 

phrase ‘‘Public Utility Act,’’ from the 

first sentence of paragraph (b). 

§§ 232.403 and § 232.404 [Reserved]. 

■ 12. Reserve § 232.403 and § 232.404. 

■ 13. Add § 232.405 and § 232.406T to 

read as follows: 

§ 232.405 Interactive Data File 

submissions and postings. 

Preliminary Note 1. Sections 405 and 

406T of Regulation S–T (§§ 232.405 and 

232.406T) apply to electronic filers that 

submit or post Interactive Data Files. 

Item 601(b)(101) of Regulation S–K 

(§ 229.601(b)(101) of this chapter), 

paragraph 101 of the Information Not 

Required to be Delivered to Offerees or 

Purchasers of both Form F–9 (§ 239.39 

of this chapter)and Form F–10 (§ 239.40 

of this chapter), Item 101 of the 

Instructions as to Exhibits of Form 20– 

F (§ 249.220f of this chapter), paragraph 

B.7 of the General Instructions to Form 

40–F (§ 249.240f of this chapter) and 

paragraph C.6 of the General 

Instructions to Form 6–K (§ 249.306 of 

this chapter) specify when electronic 

filers are required or permitted to 

submit or post an Interactive Data File 

(§ 232.11), as further described in the 

Note to § 232.405. 

Preliminary Note 2. Section 405 

imposes content, format, submission 

and Web site posting requirements for 

an Interactive Data File, but does not 

change the substantive content 

requirements for the financial and other 

disclosures in the Related Official Filing 

(§ 232.11). 

Preliminary Note 3. Section 406T 

addresses liability related to Interactive 

Data Files. 

(a) Content, format, submission and 

posting requirements—General. An 

Interactive Data File must: 

(1) Comply with the content, format, 

submission and Web site posting 

requirements of this section; 

(2) Be submitted only by an electronic 

filer either required or permitted to 

submit an Interactive Data File as 

specified by Item 601(b)(101) of 

Regulation S–K, paragraph 101 of the 

Information Not Required to be 

Delivered to Offerees or Purchasers of 

either Form F–9 or Form F–10, Item 101 

of the Instructions as to Exhibits of 

Form 20–F, paragraph B.7 of the General 

Instructions to Form 40–F or paragraph 

C.6 of the General Instructions to Form 

6–K, as applicable, as an exhibit to: 

(i) A form that contains the disclosure 

required by this section or 

(ii) An amendment to a form that 

contains the disclosure required by this 

section if the amendment is filed no 

more than 30 days after the earlier of the 

due date or filing date of the form and 

the Interactive Data File is the first 

Interactive Data File the electronic filer 

submits or the first Interactive Data File 

the electronic filer submits that 

complies or is required to comply, 

whichever occurs first, with paragraphs 

(d)(1) through (d)(4), (e)(1) and (e)(2) of 

this section; 

(3) Be submitted in accordance with 

the EDGAR Filer Manual and, as 

applicable, either Item 601(b)(101) of 

Regulation S–K, paragraph 101 of the 

Information Not Required to be 

Delivered to Offerees or Purchasers of 

either Form F–9 or Form F–10, Item 101 


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of the Instructions as to Exhibits of 

Form 20–F, paragraph B.7 of the General 

Instructions to Form 40–F or paragraph 

C.6 of the General Instructions to Form 

6–K; and 

(4) Be posted on the electronic filer’s 

corporate Web site, if any, in accordance 

with, as applicable, either Item 

601(b)(101) of Regulation S–K, 

paragraph 101 of the Information Not 

Required to be Delivered to Offerees or 

Purchasers of either Form F–9 or Form 

F–10, Item 101 of the Instructions as to 

Exhibits of Form 20–F, paragraph B.7 of 

the General Instructions to Form 40–F 

or paragraph C.6 of the General 

Instructions to Form 6–K. 

(b) Content—Categories of 

information presented. An Interactive 

Data File must consist of only a 

complete set of information for all 

periods required to be presented in the 

corresponding data in the Related 

Official Filing, no more and no less, 

from all of the following categories: 

(1) The complete set of the electronic 

filer’s financial statements (which 

includes the face of the financial 

statements and all footnotes); and 

(2) All schedules set forth in Article 

12 of Regulation S–X (§§ 210.12–01— 

210.12–29) related to the electronic 

filer’s financial statements. 

Note to paragraph (b): It is not permissible 

for the Interactive Data File to present only 

partial face financial statements, such as by 

excluding comparative financial information 

for prior periods. 

(c) Format—Generally. An Interactive 

Data File must comply with the 

following requirements, except as 

modified by paragraph (d) or (e) of this 

section, as applicable, with respect to 

the corresponding data in the Related 

Official Filing consisting of footnotes to 

financial statements or financial 

statement schedules as set forth in 

Article 12 of Regulation S–X: 

(1) Data elements and labels. 

(i) Element accuracy. Each data 

element (i.e., all text, line item names, 

monetary values, percentages, numbers, 

dates and other labels) contained in the 

Interactive Data File reflects the same 

information in the corresponding data 

in the Related Official Filing; 

(ii) Element specificity. No data 

element contained in the corresponding 

data in the Related Official Filing is 

changed, deleted, or summarized in the 

Interactive Data File; 

(iii) Standard and special labels and 

elements. Each data element contained 

in the Interactive Data File is matched 

with an appropriate tag from the most 

recent version of the standard list of tags 

specified by the EDGAR Filer Manual. A 

tag is appropriate only when its 

standard definition, standard label and 

other attributes as and to the extent 

identified in the list of tags match the 

information to be tagged, except that: 

(A) Labels. An electronic filer must 

create and use a new special label to 

modify a tag’s existing standard label 

when that tag is an appropriate tag in all 

other respects (i.e., in order to use a tag 

from the standard list of tags only its 

label needs to be changed); and 

(B) Elements. An electronic filer must 

create and use a new special element if 

and only if an appropriate tag does not 

exist in the standard list of tags for 

reasons other than or in addition to an 

inappropriate standard label; and 

(2) Additional mark-up related 

content. The Interactive Data File 

contains any additional mark-up related 

content (e.g., the eXtensible Business 

Reporting Language tags themselves, 

identification of the core XML 

documents used and other technology 

related content) not found in the 

corresponding data in the Related 

Official Filing that is necessary to 

comply with the EDGAR Filer Manual 

requirements. 

(d) Format—Footnotes—Generally. 

The part of the Interactive Data File for 

which the corresponding data in the 

Related Official Filing consists of 

footnotes to financial statements must 

comply with the requirements of 

paragraphs (c)(1) and (c)(2) of this 

section, as modified by this paragraph 

(d), unless the electronic filer is within 

one of the categories specified in 

paragraph (f) of this section. Footnotes 

to financial statements must be tagged 

as follows: 

(1) Each complete footnote must be 

block-text tagged; 

(2) Each significant accounting policy 

within the significant accounting 

policies footnote must be block-text 

tagged; 

(3) Each table within each footnote 

must be block-text tagged; and 

(4) Within each footnote, 

(i) Each amount (i.e., monetary value, 

percentage, and number) must be tagged 

separately; and 

(ii) Each narrative disclosure may be 

tagged separately to the extent the 

electronic filer chooses. 

(e) Format—Schedules—Generally. 

The part of the Interactive Data File for 

which the corresponding data in the 

Related Official Filing consists of 

financial statement schedules as set 

forth in Article 12 of Regulation S–X 

must comply with the requirements of 

paragraphs (c)(1) and (c)(2) of this 

section, as modified by this paragraph 

(e), unless the electronic filer is within 

one of the categories specified in 

paragraph (f) of this section. Financial 

statement schedules as set forth in 

Article 12 of Regulation S–X must be 

tagged as follows: 

(1) Each complete financial statement 

schedule must be block-text tagged; and 

(2) Within each financial statement 

schedule, 

(i) Each amount (i.e., monetary value, 

percentage and number) must be tagged 

separately; and 

(ii) Each narrative disclosure may be 

tagged separately to the extent the 

electronic filer chooses. 

(f) Format—Footnotes and Schedules 

Eligible for Phased-In Detail. The 

following electronic filers must comply 

with paragraphs (c)(1) and (c)(2) of this 

section as modified by paragraphs (d) 

and (e) of this section, except that they 

may choose to comply with paragraph 

(d)(1) of this section rather than 

paragraphs (d)(1) through (d)(4) of this 

section and may choose to comply with 

paragraph (e)(1) of this section rather 

than paragraphs (e)(1) and (e)(2) of this 

section: 

(1) Any large accelerated filer 

(§ 240.12b–2 of this chapter) that had an 

aggregate worldwide market value of the 

voting and non-voting common equity 

held by non-affiliates of more than $5 

billion as of the last business day of the 

second fiscal quarter of its most recently 

completed fiscal year that prepares its 

financial statements in accordance with 

generally accepted accounting 

principles as used in the United States, 

if none of the financial statements for 

which an Interactive Data File is 

required is for a fiscal period that ends 

on or after June 15, 2010; 

(2) Any large accelerated filer not 

specified in paragraph (f)(1) of this 

section that prepares its financial 

statements in accordance with generally 

accepted accounting principles as used 

in the United States, if none of the 

financial statements for which an 

Interactive Data File is required is for a 

fiscal period that ends on or after June 

15, 2011; and 

(3) Any filer not specified in 

paragraph (f)(1) or (f)(2) of this section 

that prepares its financial statements in 

accordance with either generally 

accepted accounting principles as used 

in the United States or International 

Financial Reporting Standards as issued 

by the International Accounting 

Standards Board, if none of the financial 

statements for which an Interactive Data 

File is required is for a fiscal period that 

ends on or after June 15, 2012. 

(g) Posting. Any electronic filer that 

maintains a corporate Web site and is 

required to submit an Interactive Data 

File must post that Interactive Data File 

on that Web site by the end of the 

calendar day on the earlier of the date 


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the Interactive Data File is submitted or 

is required to be submitted and the 

Interactive Data File must remain 

accessible on that Web site for at least 

a 12-month period. 

Note to § 232.405: Item 601(b)(101) of 

Regulation S–K specifies the circumstances 

under which an Interactive Data File must be 

submitted as an exhibit and be posted to the 

issuer’s corporate Web site, if any, and the 

circumstances under which it is permitted to 

be submitted as an exhibit, with respect to 

Forms S–1 (§ 239.11 of this chapter), S–3 

(§ 239.13 of this chapter), S–4 (§ 239.25 of 

this chapter), S–11 (§ 239.18 of this chapter), 

F–1 (§ 239.31 of this chapter), F–3 (§ 239.33 

of this chapter), F–4 (§ 239.34 of this 

chapter), 10–K (§ 249.310 of this chapter), 

10–Q (§ 249.308a of this chapter) and 8–K 

(§ 249.308 of this chapter). Paragraph 101 of 

the Information Not Required to be Delivered 

to Offerees or Purchasers of both Form F–9 

and Form F–10 specifies the circumstances 

under which an Interactive Data File must be 

submitted as an exhibit and be posted to the 

issuer’s corporate Web site, if any, and the 

circumstances under which it is permitted to 

be submitted as an exhibit, with respect to 

Form F–9 and Form F–10, respectively. Item 

101 of the Instructions as to Exhibits of Form 

20–F specifies the circumstances under 

which an Interactive Data File must be 

submitted as an exhibit and be posted to the 

issuer’s corporate Web site, if any, and the 

circumstances under which it is permitted to 

be submitted as an exhibit, with respect to 

Form 20–F. Paragraph B.7 of the General 

Instructions to Form 40–F and Paragraph C.6 

of the General Instructions to Form 6–K 

specify the circumstances under which an 

Interactive Data File must be submitted as an 

exhibit and be posted to the issuer’s 

corporate Web site, if any, and the 

circumstances under which it is permitted to 

be submitted as an exhibit, with respect to 

Form 40–F and Form 6–K, respectively. Item 

601(b)(101) of Regulation S–K, paragraph 101 

of the Information Not Required to be 

Delivered to Offerees or Purchasers of both 

Form F–9 and Form F–10, Item 101 of the 

Instructions as to Exhibits of Form 20–F, 

paragraph B.7 of the General Instructions to 

Form 40–F and paragraph C.6 of the General 

Instructions to Form 6–K all prohibit 

submission of an Interactive Data File by an 

issuer that prepares its financial statements 

in accordance with Article 6 of Regulation S– 

X (17 CFR 210.6–01 et seq.). 

§ 232.406T Temporary rule related to 

Interactive Data Files. 

(a) Scope. Section 232.406T addresses 

the liability for the Interactive Data File. 

An Interactive Data File is subject to the 

same liability provisions as the Related 

Official Filing except as provided in 

paragraphs (b) and (c) of this section. 

(b) In general. The Interactive Data 

File, regardless of whether it is an 

exhibit to a document incorporated by 

reference into filings: 

(1) Is subject to the anti-fraud 

provisions of section 17(a)(1) of the 

Securities Act, section 10(b) of the 

Exchange Act, § 240.10b–5 of this 

chapter, and section 206(1) of the 

Investment Advisers Act except as 

provided in paragraph (c) of this 

section; 

(2) Is deemed not filed or part of a 

registration statement or prospectus for 

purposes of sections 11 or 12 of the 

Securities Act, is deemed not filed for 

purposes of section 18 of the Exchange 

Act or section 34(b) of the Investment 

Company Act, and otherwise is not 

subject to liability under these sections; 

and 

(3) Is deemed filed for purposes of 

§ 232.103. 

(c) Good faith attempts and prompt 

correction. Subject to paragraph (b) of 

this section, the Interactive Data File 

shall be subject to liability for a failure 

to comply with § 232.405, but shall be 

deemed to have complied with 

§ 232.405 and would not be subject to 

liability under the anti-fraud provisions 

set forth in paragraph (b)(1) of this 

section or under any other liability 

provision if the electronic filer: 

(1) Makes a good faith attempt to 

comply with § 232.405; and 

(2) After the electronic filer becomes 

aware that the Interactive Data File fails 

to comply with § 232.405, promptly 

amends the Interactive Data File to 

comply with § 232.405. 

(d) Temporary section. Section 

232.406T is a temporary section that 

applies to an Interactive Data File 

submitted to the Commission less than 

24 months after the electronic filer first 

was required to submit an Interactive 

Data File to the Commission pursuant to 

§ 232.405, not taking into account any 

grace period, but no later than October 

31, 2014. After these dates, an 

Interactive Data File is subject to the 

same liability provisions as the Related 

Official Filing. This temporary section 

will expire on October 31, 2014. 

PART 239—FORMS PRESCRIBED 

UNDER THE SECURITIES ACT OF 1933 

■ 14. The authority citation for Part 239 

continues to read in part as follows: 

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

77z–2, 77z–3, 77sss, 78c, 78l, 78m, 78n, 

78o(d), 78u–5, 78w(a), 78ll, 78mm, 80a–2(a), 

80a–3, 80a–8, 80a–9, 80a–10, 80a–13, 80a– 

24, 80a–26, 80a–29, 80a–30, and 80a–37, 

unless otherwise noted. 

* * * * * 

■ 15. Amend § 239.13 by revising 

paragraph (a)(8) to read as follows: 

§ 239.13 Form S–3, for registration under 

the Securities Act of 1933 of securities of 

certain issuers offered pursuant to certain 

types of transactions. 

* * * * * 

(a) * * * 

(8) Electronic filings. In addition to 

satisfying the foregoing conditions, a 

registrant subject to the electronic filing 

requirements of Rule 101 of Regulation 

S–T (§ 232.101 of this chapter) shall 

have: 

(i) Filed with the Commission all 

required electronic filings, including 

electronic copies of documents 

submitted in paper pursuant to a 

hardship exemption as provided by 

Rule 201 or Rule 202(d) of Regulation 

S–T (§ 232.201 or § 232.202(d) of this 

chapter); and 

(ii) Submitted electronically to the 

Commission and posted on its corporate 

Web site, if any, all Interactive Data 

Files required to be submitted and 

posted pursuant to Rule 405 of 

Regulation S–T (§ 232.405 of this 

chapter) during the twelve calendar 

months and any portion of a month 

immediately preceding the filing of the 

registration statement on this Form (or 

for such shorter period of time that the 

registrant was required to submit and 

post such files). 

■ 16. Amend Form S–3 (referenced in 

§ 239.13) by revising paragraph I.A.8 of 

the General Instructions to read as 

follows: 

Note: The text of Form S–3 does not and 

this amendment will not appear in the Code 

of Federal Regulations. 

Form S–3 

* * * * * 

General Instructions 

I. * * * 

A. * * * 

8. Electronic filings. In addition to 

satisfying the foregoing conditions, a 

registrant subject to the electronic filing 

requirements of Rule 101 of Regulation 

S–T (§ 232.101 of this chapter) shall 

have: 

(a) Filed with the Commission all 

required electronic filings, including 

electronic copies of documents 

submitted in paper pursuant to a 

hardship exemption as provided by 

Rule 201 or Rule 202(d) of Regulation 

S–T (§ 232.201 or § 232.202(d) of this 

chapter); and 

(b) Submitted electronically to the 

Commission and posted on its corporate 

Web site, if any, all Interactive Data 

Files required to be submitted and 

posted pursuant to Rule 405 of 

Regulation S–T (§ 232.405 of this 

chapter) during the twelve calendar 

months and any portion of a month 

immediately preceding the filing of the 

registration statement on this Form (or 

for such shorter period of time that the 


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registrant was required to submit and 

post such files). 

* * * * * 

■ 17. Amend § 239.16b by revising 

paragraph (b) to read as follows: 

§ 239.16b Form S–8, for registration under 

the Securities Act of 1933 of securities to 

be offered to employees pursuant to 

employee benefit plans. 

* * * * * 

(b) Electronic filings. In addition to 

satisfying the foregoing conditions, a 

registrant subject to the electronic filing 

requirements of Rule 101 of Regulation 

S–T (§ 232.101 of this chapter) shall 

have: 

(1) Filed with the Commission all 

required electronic filings, including 

electronic copies of documents 

submitted in paper pursuant to a 

hardship exemption as provided by 

Rule 201 or Rule 202(d) of Regulation 

S–T (§ 232.201 or § 232.202(d) of this 

chapter); and 

(2) Submitted electronically to the 

Commission and posted on its corporate 

Web site, if any, all Interactive Data 

Files required to be submitted and 

posted pursuant to Rule 405 of 

Regulation S–T (§ 232.405 of this 

chapter) during the twelve calendar 

months and any portion of a month 

immediately preceding the filing of the 

registration statement on this Form (or 

for such shorter period of time that the 

registrant was required to submit and 

post such files). 

■ 18. Amend Form S–8 (referenced in 

§ 239.16b) by revising paragraph A.3 of 

the General Instructions to read as 

follows: 

Note: The text of Form S–8 does not and 

this amendment will not appear in the Code 

of Federal Regulations. 

Form S–8 

* * * * * 

General Instructions 

A. * * * 

3. Electronic filings. In addition to 

satisfying the foregoing conditions, a 

registrant subject to the electronic filing 

requirements of Rule 101 of Regulation 

S–T (§ 232.101 of this chapter) shall 

have: 

(a) Filed with the Commission all 

required electronic filings, including 

electronic copies of documents 

submitted in paper pursuant to a 

hardship exemption as provided by 

Rule 201 or Rule 202(d) of Regulation 

S–T (§ 232.201 or § 232.202(d) of this 

chapter); and 

(b) Submitted electronically to the 

Commission and posted on its corporate 

Web site, if any, all Interactive Data 

Files required to be submitted and 

posted pursuant to Rule 405 of 

Regulation S–T (§ 232.405 of this 

chapter) during the twelve calendar 

months and any portion of a month 

immediately preceding the filing of the 

registration statement on this Form (or 

for such shorter period of time that the 

registrant was required to submit and 

post such files). 

* * * * * 

■ 19. Amend § 239.33 by revising 

paragraph (a)(6) to read as follows: 

§ 239.33 Form F–3, for registration under 

the Securities Act of 1933 of securities of 

certain foreign private issuers offered 

pursuant to certain types of transactions. 

* * * * * 

(a) * * * 

(6) Electronic filings. In addition to 

satisfying the foregoing conditions, a 

registrant subject to the electronic filing 

requirements of Rule 101 of Regulation 

S–T (§ 232.101 of this chapter) shall 

have: 

(i) Filed with the Commission all 

required electronic filings, including 

electronic copies of documents 

submitted in paper pursuant to a 

hardship exemption as provided by 

Rule 201 or Rule 202(d) of Regulation 

S–T (§ 232.201 or § 232.202(d) of this 

chapter); and 

(ii) Submitted electronically to the 

Commission and posted on its corporate 

Web site, if any, all Interactive Data 

Files required to be submitted and 

posted pursuant to Rule 405 of 

Regulation S–T (§ 232.405 of this 

chapter) during the twelve calendar 

months and any portion of a month 

immediately preceding the filing of the 

registration statement on this Form (or 

for such shorter period of time that the 

registrant was required to submit and 

post such files). 

* * * * * 

■ 20. Amend Form F–3 (referenced in 

§ 239.33) by revising paragraph I.A.6 of 

the General Instructions to read as 

follows: 

Note: The text of Form F–3 does not and 

this amendment will not appear in the Code 

of Federal Regulations. 

Form F–3 

* * * * * 

General Instructions 

I. * * * 

A. * * * 

6. Electronic filings. In addition to 

satisfying the foregoing conditions, a 

registrant subject to the electronic filing 

requirements of Rule 101 of Regulation 

S–T (§ 232.101 of this chapter) shall 

have: 

(i) Filed with the Commission all 

required electronic filings, including 

electronic copies of documents 

submitted in paper pursuant to a 

hardship exemption as provided by 

Rule 201 or Rule 202(d) of Regulation 

S–T (§ 232.201 or § 232.202(d) of this 

chapter); and 

(ii) Submitted electronically to the 

Commission and posted on its corporate 

Web site, if any, all Interactive Data 

Files required to be submitted and 

posted pursuant to Rule 405 of 

Regulation S–T (§ 232.405 of this 

chapter) during the twelve calendar 

months and any portion of a month 

immediately preceding the filing of the 

registration statement on this Form (or 

for such shorter period of time that the 

registrant was required to submit and 

post such files). 

* * * * * 

■ 21. Amend Form F–9 (referenced in 

§ 239.39) by reserving paragraphs (8) 

through (100) and adding paragraph 101 

at the end of ‘‘Part II—Information Not 

Required To Be Delivered to Offerees or 

Purchasers’’ to read as follows: 

Note: The text of Form F–9 does not and 

this amendment will not appear in the Code 

of Federal Regulations. 

Form F–9 

* * * * * 

PART II—Information Not Required To 

Be Delivered to Offerees or Purchasers 

* * * * * 

(8) through (100) [Reserved] 

(101) An Interactive Data File 

(§ 232.11 of this chapter) is: 

(a) Required to be submitted and 

posted. Required to be submitted to the 

Commission and posted on the 

registrant’s corporate Web site, if any, in 

the manner provided by Rule 405 of 

Regulation S–T (§ 232.405 of this 

chapter) if the Registrant does not 

prepare its financial statements in 

accordance with Article 6 of Regulation 

S–X (17 CFR 210.6–01 et seq.) and is 

described in paragraph (a)(i),(ii), (iii) of 

this Instruction 101, except that an 

Interactive Data File: First is required 

for a periodic report on Form 10–Q 

(§ 249.308a of this chapter), Form 20–F 

(§ 249.220f of this chapter) or Form 40– 

F (§ 249.240f of this chapter), as 

applicable; and is required for a 

registration statement under the 

Securities Act only if the registration 

statement contains a price or price 

range: 

(i) A large accelerated filer (§ 240.12b– 

2 of this chapter) that had an aggregate 

worldwide market value of the voting 

and non-voting common equity held by 

non-affiliates of more than $5 billion as 


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of the last business day of the second 

fiscal quarter of its most recently 

completed fiscal year that prepares its 

financial statements in accordance with 

generally accepted accounting 

principles as used in the United States 

and the filing contains financial 

statements of the registrant for a fiscal 

period that ends on or after June 15, 

2009; 

(ii) A large accelerated filer not 

specified in paragraph (a)(i) of this 

Instruction (101) that prepares its 

financial statements in accordance with 

generally accepted accounting 

principles as used in the United States 

and the filing contains financial 

statements of the registrant for a fiscal 

period that ends on or after June 15, 

2010; or 

(iii) A filer not specified in paragraph 

(a)(i) or (a)(ii) of this Instruction (101) 

that prepares its financial statements in 

accordance with either generally 

accepted accounting principles as used 

in the United States or International 

Financial Reporting Standards as issued 

by the International Accounting 

Standards Board, and the filing contains 

financial statements of the registrant for 

a fiscal period that ends on or after June 

15, 2011. 

(b) Permitted to be submitted. 

Permitted to be submitted to the 

Commission in the manner provided by 

Rule 405 of Regulation S–T (§ 232.405 of 

this chapter) if the: 

(i) Registrant prepares its financial 

statements: 

(A) In accordance with either: 

(1) Generally accepted accounting 

principles as used in the United States; 

or 

(2) International Financial Reporting 

Standards as issued by the International 

Accounting Standards Board; and 

(B) Not in accordance with Article 6 

of Regulation S–X (17 CFR 210.6–01 et 

seq.); and 

(ii) Interactive Data File is not 

required to be submitted to the 

Commission under paragraph (a) of this 

Instruction 101. 

(c) Not permitted to be submitted. Not 

permitted to be submitted to the 

Commission if the registrant prepares its 

financial statements in accordance with 

Article 6 of Regulation S–X (17 CFR 

210.6–01 et seq.). 

* * * * * 

■ 22. Amend Form F–10 (referenced in 

§ 239.40) by reserving paragraphs (8) 

through (100) and adding paragraph 101 

at the end of ‘‘Part II—Information Not 

Required To Be Delivered to Offerees or 

Purchasers’’ to read as follows: 

Note: The text of Form F–10 does not and 

this amendment will not appear in the Code 

of Federal Regulations. 

Form F–10 

* * * * * 

PART II—Information Not Required To 

Be Delivered to Offerees or Purchasers 

* * * * * 

(8) through (100) [Reserved] 

(101) An Interactive Data File 

(§ 232.11 of this chapter) is: 

(a) Required to be submitted and 

posted. Required to be submitted to the 

Commission and posted on the 

registrant’s corporate Web site, if any, in 

the manner provided by Rule 405 of 

Regulation S–T (§ 232.405 of this 

chapter) if the Registrant does not 

prepare its financial statements in 

accordance with Article 6 of Regulation 

S–X (17 CFR 210.6–01 et seq.) and is 

described in paragraph (a)(i),(ii), (iii) of 

this Instruction 101, except that an 

Interactive Data File: first is required for 

a periodic report on Form 10–Q 

(§ 249.308a of this chapter), Form 20–F 

(§ 249.220f of this chapter) or Form 40– 

F (§ 249.240f of this chapter), as 

applicable; and is required for a 

registration statement under the 

Securities Act only if the registration 

statement contains a price or price 

range: 

(i) A large accelerated filer (§ 240.12b– 

2 of this chapter) that had an aggregate 

worldwide market value of the voting 

and non-voting common equity held by 

non-affiliates of more than $5 billion as 

of the last business day of the second 

fiscal quarter of its most recently 

completed fiscal year that prepares its 

financial statements in accordance with 

generally accepted accounting 

principles as used in the United States 

and the filing contains financial 

statements of the registrant for a fiscal 

period that ends on or after June 15, 

2009; 

(ii) A large accelerated filer not 

specified in paragraph (a)(i) of this 

Instruction 101 that prepares its 

financial statements in accordance with 

generally accepted accounting 

principles as used in the United States 

and the filing contains financial 

statements of the registrant for a fiscal 

period that ends on or after June 15, 

2010; or 

(iii) A filer not specified in paragraph 

(a)(i) or (a)(ii) of this Instruction 101 that 

prepares its financial statements in 

accordance with either generally 

accepted accounting principles as used 

in the United States or International 

Financial Reporting Standards as issued 

by the International Accounting 

Standards Board, and the filing contains 

financial statements of the registrant for 

a fiscal period that ends on or after June 

15, 2011. 

(b) Permitted to be submitted. 

Permitted to be submitted to the 

Commission in the manner provided by 

Rule 405 of Regulation S–T (§ 232.405 of 

this chapter) if the: 

(i) Registrant prepares its financial 

statements: 

(A) In accordance with either: 

(1) Generally accepted accounting 

principles as used in the United States; 

or 

(2) International Financial Reporting 

Standards as issued by the International 

Accounting Standards Board; and 

(B) Not in accordance with Article 6 

of Regulation S–X (17 CFR 210.6–01 et 

seq.); and 

(ii) Interactive Data File is not 

required to be submitted to the 

Commission under paragraph (a) of this 

Instruction (101). 

(c) Not permitted to be submitted. Not 

permitted to be submitted to the 

Commission if the registrant prepares its 

financial statements in accordance with 

Article 6 of Regulation S–X (17 CFR 

210.6–01 et seq.). 

* * * * * 

PART 240—GENERAL RULES AND 

REGULATIONS, SECURITIES 

EXCHANGE ACT OF 1934 

■ 23. The authority citation for Part 240 

continues to read in part as follows: 

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

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

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

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

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

* * * * * 

■ 24. Amend § 240.12b–25 by adding 

paragraph (h) to read as follows: 

§ 240.12b–25 Notification of inability to 

timely file all or any required portion of a 

Form 10–K, 20–F, 11–K, N–SAR, N–CSR, 

10–Q, or 10–D. 

* * * * * 

(h) Interactive data submissions. The 

provisions of this section shall not 

apply to the submission or posting of an 

Interactive Data File (§ 232.11 of this 

chapter). Filers unable to submit or post 

an Interactive Data File within the time 

period prescribed should comply with 

either Rule 201 or 202 of Regulation S– 

T (§ 232.201 and § 232.202 of this 

chapter). 

■ 25. Amend § 240.13a–14 by revising 

paragraph (f) to read as follows: 

§ 240.13a–14 Certification of disclosure in 

annual and quarterly reports. 

* * * * * 

(f) The certification requirements of 

this section do not apply to: 


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(1) An Interactive Data File, as 

defined in Rule 11 of Regulation S–T 

(§ 232.11 of this chapter); or 

(2) XBRL-Related Documents, as 

defined in Rule 11 of Regulation S–T. 

■ 26. Amend § 240.15d–14 by revising 

paragraph (f) to read as follows: 

§ 240.15d–14 Certification of disclosure in 

annual and quarterly reports. 

* * * * * 

(f) The certification requirements of 

this section do not apply to: 

(1) An Interactive Data File, as 

defined in Rule 11 of Regulation S–T 

(§ 232.11 of this chapter); or 

(2) XBRL-Related Documents, as 

defined in Rule 11 of Regulation S–T. 

PART 249—FORMS, SECURITIES 

EXCHANGE ACT OF 1934 

■ 27. 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. 

* * * * * 

■ 28. Amend Form 10–Q (referenced in 

§ 249.308a) by adding a paragraph with 

two check boxes to the cover page after 

the paragraph with two check boxes that 

starts ‘‘Indicate by check mark whether 

the registrant (1) has filed all reports 

required to be filed by Section 13 or 

15(d) of the Securities Exchange Act of 

1934 during the preceding 12 months 

* * * ’’ to read as follows: 

Note: The text of Form 10–Q does not, and 

this amendment will not, appear in the Code 

of Federal Regulations. 

Form 10–Q 

* * * * * 

Indicate by check mark whether the 

registrant has submitted electronically 

and posted on its corporate Web site, if 

any, every Interactive Data File required 

to be submitted and posted pursuant to 

Rule 405 of Regulation S–T (§ 232.405 of 

this chapter) during the preceding 12 

months (or for such shorter period that 

the registrant was required to submit 

and post such files). 

Yes b No b 

* * * * * 

■ 29. Amend Form 10–K (referenced in 

§ 249.310) by adding a paragraph with 

two check boxes to the cover page after 

the paragraph with two check boxes that 

starts ‘‘Indicate by check mark whether 

the registrant (1) has filed all reports 

required to be filed by Section 13 or 

15(d) of the Securities Exchange Act of 

1934 during the preceding 12 months 

* * * ’’ to read as follows: 

Note: The text of Form 10–K does not, and 

this amendment will not, appear in the Code 

of Federal Regulations. 

Form 10–K 

* * * * * 

Indicate by check mark whether the 

registrant has submitted electronically 

and posted on its corporate Web site, if 

any, every Interactive Data File required 

to be submitted and posted pursuant to 

Rule 405 of Regulation S–T (§ 232.405 of 

this chapter) during the preceding 12 

months (or for such shorter period that 

the registrant was required to submit 

and post such files). 

Yes b No b 

* * * * * 

■ 30. Amend Form 20–F (referenced in 

§ 249.220f) by: 

■ a. Adding a paragraph with two check 

boxes to the cover page after the 

paragraph with two check boxes that 

starts ‘‘Indicate by check mark whether 

the registrant (1) has filed all reports 

required to be filed by Section 13 or 

15(d) of the Securities Exchange Act of 

1934 during the preceding 12 months 

* * * ;’’ and 

■ b. Revise paragraph 100 and add 

paragraph 101 at the end of 

‘‘Instructions as to Exhibits.’’ 

The additions and revisions read as 

follows: 

Note: The text of Form 20–F does not, and 

this amendment will not, appear in the Code 

of Federal Regulations. 

Form 20–F 

* * * * * 

Indicate by check mark whether the 

registrant has submitted electronically 

and posted on its corporate Web site, if 

any, every Interactive Data File required 

to be submitted and posted pursuant to 

Rule 405 of Regulation S–T (§ 232.405 of 

this chapter) during the preceding 12 

months (or for such shorter period that 

the registrant was required to submit 

and post such files). 

Yes b No b 

* * * * * 

Instructions as to Exhibits 

* * * * * 

100. XBRL-Related Documents. Only a 

registrant that prepares its financial 

statements in accordance with Article 6 

of Regulation S–X (17 CFR 210.6–01 et 

seq.) is permitted to participate in the 

voluntary XBRL (eXtensible Business 

Reporting Language) program and, as a 

result, may submit XBRL-Related 

Documents (§ 232.11 of this chapter). 

Rule 401 of Regulation S–T (§ 232.401 of 

this chapter) sets forth further details 

regarding eligibility to participate in the 

voluntary XBRL program. 

101. Interactive Data File. An 

Interactive Data File (§ 232.11 of this 

chapter) is: 

(a) Required to be submitted and 

posted. Required to be submitted to the 

Commission and posted on the 

registrant’s corporate Web site, if any, in 

the manner provided by Rule 405 of 

Regulation S–T (§ 232.405 of this 

chapter) if the Form 20–F is an annual 

report and the registrant does not 

prepare its financial statements in 

accordance with Article 6 of Regulation 

S–X (17 CFR 210.6–01 et seq.) and is: 

(i) A large accelerated filer (§ 240.12b– 

2 of this chapter) that had an aggregate 

worldwide market value of the voting 

and non-voting common equity held by 

non-affiliates of more than $5 billion as 

of the last business day of the second 

fiscal quarter of its most recently 

completed fiscal year that prepares its 

financial statements in accordance with 

generally accepted accounting 

principles as used in the United States 

and the filing contains financial 

statements of the registrant for a fiscal 

period that ends on or after June 15, 

2009; 

(ii) A large accelerated filer not 

specified in paragraph (a)(i) of this 

Instruction 101 that prepares its 

financial statements in accordance with 

generally accepted accounting 

principles as used in the United States 

and the filing contains financial 

statements of the registrant for a fiscal 

period that ends on or after June 15, 

2010; or 

(iii) A filer not specified in paragraph 

(a)(i) or (a)(ii) of this Instruction 101 that 

prepares its financial statements in 

accordance with either generally 

accepted accounting principles as used 

in the United States or International 

Financial Reporting Standards as issued 

by the International Accounting 

Standards Board, and the filing contains 

financial statements of the registrant for 

a fiscal period that ends on or after June 

15, 2011. 

(b) Permitted to be submitted. 

Permitted to be submitted to the 

Commission in the manner provided by 

Rule 405 of Regulation S–T (§ 232.405 of 

this chapter) if the: 

(i) Registrant prepares its financial 

statements: 

(A) In accordance with either: 

(1) Generally accepted accounting 

principles as used in the United States; 

or 

(2) International Financial Reporting 

Standards as issued by the International 

Accounting Standards Board; and 

(B) Not in accordance with Article 6 

of Regulation S–X (17 CFR 210.6–01 et 

seq.); and 


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(ii) Interactive Data File is not 

required to be submitted to the 

Commission under paragraph (a) of this 

Instruction 101. 

(c) Not permitted to be submitted. Not 

permitted to be submitted to the 

Commission if the registrant prepares its 

financial statements in accordance with 

Article 6 of Regulation S–X (17 CFR 

210.6–01 et seq.). 

* * * * * 

■ 31. Amend Form 40–F (referenced in 

§ 249.240f) by: 

■ a. Adding a paragraph with two check 

boxes to the cover page after the 

paragraph with two check boxes that 

starts ‘‘Indicate by check mark whether 

the Registrant (1) has filed all reports 

required to be filed by Section 13 or 

15(d) of the Securities Exchange Act of 

1934 during the preceding 12 months 

* * *; ’’ and 

■ b. Add paragraph B.(7) to the General 

Instructions. 

The additions read as follows: 

Note: The text of Form 40–F does not, and 

this amendment will not, appear in the Code 

of Federal Regulations. 

Form 40–F 

* * * * * 

Indicate by check mark whether the 

registrant has submitted electronically 

and posted on its corporate Web site, if 

any, every Interactive Data File required 

to be submitted and posted pursuant to 

Rule 405 of Regulation S–T (§ 232.405 of 

this chapter) during the preceding 12 

months (or for such shorter period that 

the Registrant was required to submit 

and post such files). 

Yes b No b 

* * * * * 

General Instructions 

* * * * * 

B. * * * 

(7) An Interactive Data File (§ 232.11 

of this chapter) is: 

(a) Required to be submitted and 

posted. Required to be submitted to the 

Commission and posted on the 

registrant’s corporate Web site, if any, in 

the manner provided by Rule 405 of 

Regulation S–T (§ 232.405 of this 

chapter), and, as submitted, listed as 

exhibit 101, if the Form 40–F is an 

annual report and the registrant is does 

not prepare its financial statements in 

accordance with Article 6 of Regulation 

S–X (17 CFR 210.6–01 et seq.) and is: 

(i) A large accelerated filer (§ 240.12b– 

2 of this chapter) that had an aggregate 

worldwide market value of the voting 

and non-voting common equity held by 

non-affiliates of more than $5 billion as 

of the last business day of the second 

fiscal quarter of its most recently 

completed fiscal year that prepares its 

financial statements in accordance with 

generally accepted accounting 

principles as used in the United States 

and the filing contains financial 

statements of the registrant for a fiscal 

period that ends on or after June 15, 

2009; 

(ii) A large accelerated filer not 

specified in paragraph (a)(i) of this 

Instruction 7 that prepares its financial 

statements in accordance with generally 

accepted accounting principles as used 

in the United States and the filing 

contains financial statements of the 

registrant for a fiscal period that ends on 

or after June 15, 2010; or 

(iii) A filer not specified in paragraph 

(a)(i) or (a)(ii) of this Instruction 7 that 

prepares its financial statements in 

accordance with either generally 

accepted accounting principles as used 

in the United States or International 

Financial Reporting Standards as issued 

by the International Accounting 

Standards Board, and the filing contains 

financial statements of the registrant for 

a fiscal period that ends on or after June 

15, 2011. 

(b) Permitted to be submitted. 

Permitted to be submitted to the 

Commission in the manner provided by 

Rule 405 of Regulation S–T (§ 232.405 of 

this chapter) if the registrant lists it as 

exhibit 101 and the: 

(i) Registrant prepares its financial 

statements: 

(A) In accordance with either: 

(1) Generally accepted accounting 

principles as used in the United States; 

or 

(2) International Financial Reporting 

Standards as issued by the International 

Accounting Standards Board; and 

(B) Not in accordance with Article 6 

of Regulation S–X (17 CFR 210.6–01 et 

seq.); and 

(ii) Interactive Data File is not 

required to be submitted to the 

Commission under paragraph (a) of this 

Instruction 7. 

(c) Not permitted to be submitted. Not 

permitted to be submitted to the 

Commission if the registrant prepares its 

financial statements in accordance with 

Article 6 of Regulation S–X (17 CFR 

210.6–01 et seq.). 

* * * * * 

■ 32. Amend Form 6–K (referenced in 

§ 249.306) by revising paragraph (5) and 

paragraph (6) 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. * * * 

(5) XBRL-Related Documents. Only a 

registrant that prepares its financial 

statements in accordance with Article 6 

of Regulation S–X (17 CFR 210.6–01 et 

seq.) is permitted to participate in the 

voluntary XBRL (eXtensible Business 

Reporting Language) program and, as a 

result, may submit XBRL-Related 

Documents (§ 232.11 of this chapter). 

XBRL-Related Documents submitted as 

an exhibit to a Form 6–K must be listed 

as exhibit 100. Rule 401 of Regulation 

S–T (§ 232.401 of this chapter) sets forth 

further details regarding eligibility to 

participate in the voluntary XBRL 

program. 

(6) Interactive Data File. An 

Interactive Data File (§ 232.11 of this 

chapter) is: 

(a) Required to be submitted and 

posted. Required to be submitted to the 

Commission and posted on the 

registrant’s corporate Web site, if any, in 

the manner provided by Rule 405 of 

Regulation S–T (§ 232.405 of this 

chapter) and, as submitted, listed as 

exhibit 101, if the registrant does not 

prepare its financial statements in 

accordance with Article 6 of Regulation 

S–X (17 CFR 210.6–01 et seq.) and is 

described in paragraph (a)(i), (ii) or (iii) 

of this Instruction (6), except that an 

Interactive Data File: first is required for 

a periodic report on Form 10–Q 

(§ 249.308a of this chapter), Form 20–F 

(§ 249.220f of this chapter) or Form 40– 

F (§ 249.240f of this chapter), as 

applicable; and is required for a Form 

6–K (§ 249.306 of this chapter) only 

when the Form 6–K contains either of 

the following: audited annual financial 

statements that are a revised version of 

financial statements that previously 

were filed with the Commission that 

have been revised pursuant to 

applicable accounting standards to 

reflect the effects of certain subsequent 

events, including a discontinued 

operation, a change in reportable 

segments or a change in accounting 

principle; or current interim financial 

statements included pursuant to the 

nine-month updating requirement of 

Item 8.A.5 of Form 20–F, and, in either 

such case, the Interactive Data File 

would be required only as to such 

revised financial statements current 

interim financial statements regardless 

whether the Form 6–K contains other 

financial statements: 

(i) A large accelerated filer (§ 240.12b– 

2 of this chapter) that had an aggregate 

worldwide market value of the voting 

and non-voting common equity held by 

non-affiliates of more than $5 billion as 


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Federal Register / Vol. 74, No. 26 / Tuesday, February 10, 2009 / Rules and Regulations 6821 

of the last business day of the second 

fiscal quarter of its most recently 

completed fiscal year that prepares its 

financial statements in accordance with 

generally accepted accounting 

principles as used in the United States 

and the filing contains financial 

statements of the registrant for a fiscal 

period that ends on or after June 15, 

2009; 

(ii) A large accelerated filer not 

specified in paragraph (a)(i) of this 

Instruction (6) that prepares its financial 

statements in accordance with generally 

accepted accounting principles as used 

in the United States and the filing 

contains financial statements of the 

registrant for a fiscal period that ends on 

or after June 15, 2010; or 

(iii) A filer not specified in paragraph 

(a)(i) or (ii) of this Instruction (6) that 

prepares its financial statements in 

accordance with either generally 

accepted accounting principles as used 

in the United States or International 

Financial Reporting Standards as issued 

by the International Accounting 

Standards Board, and the filing contains 

financial statements of the registrant for 

a fiscal period that ends on or after June 

15, 2011. 

(b) Permitted to be submitted. 

Permitted to be submitted to the 

Commission in the manner provided by 

Rule 405 of Regulation S–T (§ 232.405 of 

this chapter) if the: 

(i) Registrant prepares its financial 

statements: 

(A) In accordance with either: 

(1) Generally accepted accounting 

principles as used in the United States; 

or 

(2) International Financial Reporting 

Standards as issued by the International 

Accounting Standards Board; and 

(B) Not in accordance with Article 6 

of Regulation S–X (17 CFR 210.6–01 et 

seq.); and 

(ii) Interactive Data File is not 

required to be submitted to the 

Commission under paragraph (a)(i) of 

this Instruction (6). 

(iii) Not permitted to be submitted. 

Not permitted to be submitted to the 

Commission if the registrant prepares its 

financial statements in accordance with 

Article 6 of Regulation S–X (17 CFR 

210.6–01 et seq.). 

* * * * * 

■ 33. Amend § 249.322 by adding 

paragraph (c) to read as follows: 

§ 249.322 Form 12b–25–Notification of late 

filing. 

* * * * * 

(c) Interactive data submissions. This 

form shall not be used by electronic 

filers with respect to the submission or 

posting of an Interactive Data File 

(§ 232.11 of this chapter). Electronic 

filers unable to submit or post an 

Interactive Data File within the time 

period prescribed should comply with 

either Rule 201 or 202 of Regulation 

S–T (§ 232.201 and § 232.202 of this 

chapter). 

■ 34. Amend Form 12b–25 (referenced 

in § 249.322) by adding paragraph 6 to 

the General Instructions to read as 

follows: 

Note: The text of Form 12b–25 does not 

and this amendment will not appear in the 

Code of Federal Regulations. 

Form 12b–25 

* * * * * 

General Instructions 

* * * * * 

6. Interactive data submissions. This 

form shall not be used by electronic 

filers with respect to the submission or 

posting of an Interactive Data File 

(§ 232.11 of this chapter). Electronic 

filers unable to submit or post an 

Interactive Data File within the time 

period prescribed should comply with 

either Rule 201 or 202 of Regulation 

S–T (§ 232.201 and § 232.202 of this 

chapter). 

* * * * * 

By the Commission. 

Dated: January 30, 2009. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–2334 Filed 2–9–09; 8:45 am] 

BILLING CODE 8011–01–P 


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