40846 Federal Register / Vol. 83, No. 159 / Thursday, August 16, 2018 / Rules and Regulations 

1 17 CFR 229.10 through 229.1208. 

2 17 CFR 232.10 through 232.903. 

3 15 U.S.C. 77a et seq. 4 15 U.S.C. 78a et seq. 5 15 U.S.C. 80a et seq. 

SECURITIES AND EXCHANGE 

COMMISSION 

17 CFR Parts 229, 230, 232, 239, 249, 

270, and 274 

[Release Nos. 33–10514; 34–83551; 

IC–33139; File No. S7–03–17] 

RIN 3235–AL59 

Inline XBRL Filing of Tagged Data 

AGENCY: Securities and Exchange 

Commission. 

ACTION: Final rule. 

SUMMARY: We are adopting amendments 

to require the use of the Inline 

eXtensible Business Reporting Language 

(‘‘XBRL’’) format for the submission of 

operating company financial statement 

information and fund risk/return 

summary information. We also are 

adopting the elimination of the 15 

business day XBRL filing period for 

fund risk/return summaries. The 

amendments are intended to improve 

the data’s usefulness, timeliness, and 

quality, benefiting investors, other 

market participants, and other data 

users and to decrease, over time, the 

cost of preparing the data for 

submission to the Commission. The 

amendments will also eliminate the 

requirement for operating companies 

and funds to post ‘‘Interactive Data 

Files’’ (i.e., machine-readable computer 

code that presents information in XBRL 

format) on their websites and terminate 

the Commission’s voluntary program for 

the submission of financial statement 

information interactive data that is 

currently available only to investment 

companies and certain other entities. 

DATES: 

Effective date: These amendments are 

effective on September 17, 2018. 

Compliance dates: See Section 

III.A.1.c. 

FOR FURTHER INFORMATION CONTACT: 

Mark W. Green, Senior Special Counsel, 

Division of Corporation Finance, at 

(202) 551–3430; John Foley, Senior 

Counsel, Division of Investment 

Management, at (202) 551–6792; Robert 

M. Willis, Assistant Director, Office of 

Disclosure Technology, Anzhela 

Knyazeva, Senior Financial Economist, 

or Hermine Wong, Special Counsel, 

Division of Economic and Risk 

Analysis, at (202) 551–6600. 

SUPPLEMENTARY INFORMATION: We are 

adopting amendments to: 

Commission reference CFR citation (17 CFR) 

Regulation S–K1 ..................................................................................... Item 601 ......................................... § 229.601 

Regulation S–T 2 ..................................................................................... Rule 11 .......................................... § 232.11 

Rule 201 ........................................ § 232.201 

Rule 202 ........................................ § 232.202 

Rule 305 ........................................ § 232.305 

Rule 401 ........................................ § 232.401 

Rule 402 ........................................ § 232.402 

Rule 405 ........................................ § 232.405 

Securities Act of 1933 (Securities Act) 3 ................................................. Rule 144 ........................................ § 230.144 

Rule 485 ........................................ § 230.485 

Rule 497 ........................................ § 230.497 

Form S–3 ....................................... § 239.13 

Form S–8 ....................................... § 239.16b 

Form F–3 ....................................... § 239.33 

Form F–10 ..................................... § 239.40 

Securities Exchange Act of 1934 (Exchange Act) 4 ................................ Rule 13a–14 .................................. § 240.13a–14 

Rule 15d–14 .................................. § 240.15d–14 

Form 10–Q .................................... § 249.308a 

Form 10–K ..................................... § 249.310 

Form 20–F ..................................... § 249.220f 

Form 40–F ..................................... § 249.240f 

Form 6–K ....................................... § 249.306 

Investment Company Act of 1940 (Investment Company Act) 5 ............ Rule 8b–1 ...................................... § 270.8b–1 

Rule 8b–2 ...................................... § 270.8b–2 

Rule 8b–33 .................................... § 270.8b–33 

Rule 30a–2 .................................... § 270.30a–2 

Securities Act and Investment Company Act ......................................... Form N–1A .................................... § 239.15A and 274.11A 

I. Introduction 

II. Background and Economic Baseline 

A. Overview of Existing XBRL 

Requirements for Operating Companies 

and Funds 

B. Current XBRL Practices and Affected 

Parties 

1. XBRL Preparation 

2. Voluntary Use of Inline XBRL by 

Operating Companies Under the 

Exemptive Order 

3. XBRL Data Use 

III. Final Amendments and Anticipated 

Economic Effects 

A. Discussion of the Final Amendments 

1. Inline XBRL Requirements 

2. Elimination of the Website Posting 

Requirements 

3. Termination of the 2005 XBRL 

Voluntary Program 

4. Technical Amendments 

B. Potential Economic Effects of the 

Amendments 

1. Inline XBRL Requirements 

2. Elimination of the Website Posting 

Requirements for Financial Statement 

Information and Risk/Return Summaries 

3. Termination of the 2005 XBRL 

Voluntary Program 

4. Alternatives 

IV. Other Matters 

V. Paperwork Reduction Act 

A. Background 

B. Summary of Comment Letters and 

Revisions to Proposals 

C. Reporting and Cost Burden Estimates 

1. Registration Statement and Periodic 

Reporting 

2. Regulation S–K and Regulation S–T 

VI. Final Regulatory Flexibility Act Analysis 

A. Need for, and Objectives of, the Final 

Amendments 

B. Significant Issues Raised by Public 

Comments 

C. Small Entities Subject to the 

Amendments 

D. Projected Reporting, Recordkeeping and 

Other Compliance Requirements 

E. Agency Action To Minimize Effect on 

Small Entities 

VII. Statutory Basis 

Text of the Final Rule and Form 

Amendments 


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Federal Register / Vol. 83, No. 159 / Thursday, August 16, 2018 / Rules and Regulations 40847 

6For purposes of both the existing XBRL 

requirements for financial statement information 

and these amendments, operating companies are 

filers subject to the financial statement information 

XBRL requirements of Item 601(b)(101) of 

Regulation S–K and Forms F–10, 20–F, 40–F and 

6–K. Operating companies do not include any 

investment company that is registered under the 

Investment Company Act, any business 

development company (‘‘BDC’’), as defined in 

Section 2(a)(48) of that Act [15 U.S.C. 80a–2(a)(48)], 

or any entity that reports under the Exchange Act 

and prepares its financial statements in accordance 

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

through 210.6–10], as well as asset-backed issuers. 

See Release No. 33–9002 (Jan. 30, 2009) [74 FR 

6776] (‘‘2009 Financial Statement Information 

Adopting Release’’) as corrected by Release No. 33– 

9002A (Apr. 1, 2009) [74 FR 15666], at 6780–1, nn. 

69 and 78 and accompanying text. 

7 17 CFR 232.405. See also 2009 Financial 

Statement Information Adopting Release. 

8See Release No. 33–9006 (Feb. 11, 2009) [74 FR 

7747] (‘‘2009 Risk/Return Summary Adopting 

Release’’) as corrected by Release No. 33–9006A 

(May 1, 2009) [74 FR 21255]. The risk/return 

summary is set forth in Items 2, 3, and 4 of Form 

N–1A under the Securities Act and the Investment 

Company Act. 

9As used in this release, the phrase ‘‘IFRS as 

issued by the IASB’’ refers to the authoritative text 

of IFRS. 

10See General Instruction C.3.(g) to Form N–1A; 

Rule 405 of Regulation S–T. 

11 17 CFR 232.11; 17 CFR 232.405. The term 

‘‘Interactive Data File’’ means the machine-readable 

computer code that presents information in XBRL 

electronic format pursuant to Rule 405 of 

Regulation S–T. The Interactive Data File currently 

consists of an instance document and other 

documents as described in the Electronic Data 

Gathering, Analysis, and Retrieval system (EDGAR) 

Filer Manual. The instance document contains the 

XBRL tags for the information contained in the 

corresponding data in the Related Official Filing to 

satisfy the content and format requirements in Rule 

405. The other documents in the Interactive Data 

File contain contextual information about the XBRL 

tags. 

12 17 CFR 232.11. The term ‘‘Related Official 

Filing’’ means the ASCII or HTML format part of the 

official filing with which an Interactive Data File 

appears as an exhibit or, in the case of Form N–1A, 

the ASCII or HTML format part of the official filing 

that contains the information to which an 

Interactive Data File corresponds. 

13See 2009 Financial Statement Information 

Adopting Release, at 6776; 2009 Risk/Return 

Summary Adopting Release, at 7748. 

14See Release No. 33–10323 (Mar. 1, 2017) [82 FR 

21487] (‘‘Inline XBRL Proposing Release’’), at 

14283, nn. 29–30, at 14286, n. 70, at 14287, n. 78, 

and accompanying text. 

15See, e.g., Staff Observations of Custom Axis 

Tags (Mar. 29, 2016), https://www.sec.gov/ 

structureddata/reportspubs/osd_assessment_

custom-axis-tags.html (retrieved Jun. 20, 2018); 

Staff Observations of Custom Tag Rates (July 7, 

2014), https://www.sec.gov/dera/reportspubs/ 

assessment-custom-tag-rates-xbrl.html (retrieved 

Jun. 20, 2018); Staff Observations from the Review 

of Interactive Data Financial Statements (Dec. 13, 

2011), https://www.sec.gov/spotlight/xbrl/staffreview-observations-121311.shtml (retrieved Jun. 

20, 2018). 

16See Inline XBRL Proposing Release, at 14286. 

17See Inline XBRL Proposing Release, at 14286 

and at 14287, n. 81. 

18 Id. 

19See letters from Advanced Computer 

Innovations, Inc. (Mar. 1, 2017) (‘‘ACI’’); 

Association of International Certified Professional 

Accountants (May 16, 2017) (‘‘AICPA’’); 

Biotechnology Innovation Organization (May 16, 

2017) (‘‘BIO’’); CFA Institute (Jun. 12, 2017) (‘‘CFA 

Institute’’); Cigna Corporation (May 16, 2017) 

(‘‘Cigna’’); Data Coalition (May 16, 2017) (‘‘Data 

Coalition’’); Deloitte & Touche LLP (May 5, 2017) 

(‘‘Deloitte’’) ; Ernst & Young LLP (May 16, 2017) 

(‘‘EY’’); Federated Investors (May 16, 2017) 

(‘‘Federated I’’); Federated Investors (Jun. 1, 2018) 

(‘‘Federated II’’); Financial Executives International 

(May 16, 2017) (‘‘FEI’’); Jack Frei (Mar. 13, 2017) 

(‘‘Frei’’); Gartner, Inc. (May 10, 2017) (‘‘Gartner’’); 

Grant Thornton LLP (May 16, 2017) (‘‘Grant 

Thornton’’); Hindssight 2020, llc (May 15, 2017) 

(‘‘Hindssight’’); Charles S. Hoffman (May 14, 2017) 

(‘‘Hoffman’’); Investment Company Institute (May 

16, 2017) (‘‘ICI I’’); Investment Company Institute 

(Jun. 1, 2018) (‘‘ICI II’’); IRIS Business Services 

Limited (Mar. 27, 2017) (‘‘IRIS’’); Hemant Khatod 

(Mar. 27, 2017) (‘‘Khatod 1’’); Hemant Khatod (Mar. 

27, 2017) (‘‘Khatod 2’’); Suresh Kumar (Mar. 21, 

2017) (‘‘Kumar’’); Paul Lewis (Mar. 10, 2017) 

(‘‘Lewis’’); Reps. Randy Hultgren, Carolyn Maloney, 

and Darrell Issa, Members of Congress (Apr. 27, 

2017) (‘‘Members of Congress’’); Merrill Corporation 

(May 16, 2017) (‘‘Merrill’’); Morningstar, Inc. (May 

16, 2017) (‘‘Morningstar’’); Octachoron Limited 

(May 15, 2017) (‘‘Octachoron’’); Bill Palmer (May 

12, 2017) (‘‘Palmer’’); Laurie A. Pergamit (May 2, 

2017) (‘‘Pergamit’’); Somnath Ray (May 17, 2017) 

(‘‘Ray’’); Daniel C. Sweeney (Mar. 27, 2017) 

(‘‘Sweeney’’); TagniFi (Apr. 19, 2017) (‘‘TagniFi’’); 

U.S. Bancorp Fund Services, LLC (May 16, 2017) 

(‘‘USBFS’’); Workiva Inc. (May 23, 2017) (‘‘Workiva 

I’’); Workiva Inc. (Mar. 6, 2018) (‘‘Workiva II’’); 

XBRL International (May 16, 2017) (‘‘XBRL 

International’’); XBRL US (May 16, 2017) (‘‘XBRL 

US’’). 

20See Rule 401 of Regulation S–T. In 2005, the 

Commission began to allow registrants to 

voluntarily submit financial information in XBRL 

form as exhibits to periodic reports and Investment 

Company Act filings. See Release No. 33–8529 (Feb. 

3, 2005) [70 FR 6556]. In 2007, the voluntary 

program was expanded to permit risk/return 

summary submissions. See Release No. 33–8823 

(Jul. 11, 2007) [72 FR 39289]. As a result of rule 

amendments adopted by the Commission in 2009, 

the 2005 XBRL Voluntary Program is now only 

open for participation by investment companies 

and other entities that prepare their financial 

statements in accordance with Article 6 of 

Regulation S–X. See 2009 Financial Statement 

Information Adopting Release and 2009 Risk/ 

Return Summary Adopting Release. 

I. Introduction 

In 2009 the Commission adopted 

rules requiring operating companies 6 to 

provide the information from the 

financial statements accompanying their 

registration statements and periodic and 

current reports in machine-readable 

format using XBRL by submitting it to 

the Commission in exhibits to such 

registration statements and reports and 

posting it on their websites, if any.7 That 

same year, the Commission similarly 

required open-end management 

investment companies (including 

exchange-traded funds (‘‘ETFs’’) 

organized as open-end management 

investment companies) (‘‘funds’’) to 

provide risk/return summary 

information from their prospectuses in 

XBRL format by submitting it to the 

Commission in exhibits and posting it 

on their websites, if any.8

XBRL requirements currently apply to 

operating companies that prepare their 

financial statements in accordance with 

U.S. generally accepted accounting 

principles (‘‘U.S. GAAP’’) or in 

accordance with International Financial 

Reporting Standards (‘‘IFRS’’) as issued 

by the International Accounting 

Standards Board (‘‘IASB’’).9 XBRL 

requirements also apply to funds 

pursuant to Form N–1A and related 

rules under Regulation S–T.10 Operating 

companies and funds subject to these 

XBRL requirements must submit an 

Interactive Data File,11 including 

information tagged in XBRL, as an 

exhibit to the Related Official Filing, 

which is filed in the traditional 

HyperText Markup Language (‘‘HTML’’) 

or, less commonly, American Standard 

Code for Information Interchange 

(‘‘ASCII’’) format.12

The 2009 requirements were intended 

to make financial information and fund 

risk/return summaries easier for 

investors to analyze and to assist in 

automating regulatory filings and 

business information processing.13

Since that time, however, some 

observers have expressed concerns 

regarding the quality of, extent of use of, 

and cost to create XBRL data.14 In 

addition, the Commission staff has 

identified common data quality issues 

associated with financial statement 

information XBRL data filed by 

operating companies.15

At the same time, since the adoption 

of the original XBRL requirements in 

2009, other observers have disagreed 

with the claim that the XBRL 

requirements impose high costs and 

emphasized the decrease in costs over 

time as filers and filing agents have 

gained experience and widely adopted 

the XBRL technology.16 Other observers 

have discussed the improvement in 

XBRL data quality over time and 

examined the benefits of XBRL data.17

The same observers have associated 

XBRL data with better availability of 

information about smaller operating 

companies from an access to capital 

standpoint.18

We have reviewed and considered all 

of the comments that we received on the 

Inline XBRL Proposing Release.19 The 

final amendments reflect changes made 

in response to those comments. We are 

adopting the Inline XBRL requirements 

for operating companies and funds 

substantially as proposed, with 

modifications to address input from 

commenters. We are also eliminating 

the XBRL website posting requirements 

for operating companies and funds and 

eliminating the Commission’s 

interactive data voluntary program 

(‘‘2005 XBRL Voluntary Program’’),20 as 


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40848 Federal Register / Vol. 83, No. 159 / Thursday, August 16, 2018 / Rules and Regulations 

21See Item 601(b)(101) of Regulation S–K [17 CFR 

229.601(b)(101)]. 

22See Paragraph (101) of Part II—Information Not 

Required to be Delivered to Offerees or Purchasers 

of Form F–10. 

23See Paragraph 101 of the Instructions as to 

Exhibits of Form 20–F. 

24See Paragraph B.(15) of the General 

Instructions to Form 40–F. 

25See Paragraph C.(6) of the General Instructions 

to Form 6–K. 

26See General Instruction C.3.(g) to Form N–1A. 

27The EDGAR Filer Manual sets forth the 

technical formatting requirements for the 

presentation and submission of electronic filings 

through the EDGAR system. EDGAR performs 

automated collection, validation, indexing, 

acceptance, and forwarding of submissions by 

companies and others who are required to file forms 

with the Commission. See https://www.sec.gov/ 

edgar/aboutedgar.htm (retrieved Jun. 20, 2018). 

28Financial statements in XBRL are required as 

exhibits to Exchange Act reports on Forms 10–Q, 

10–K, 20–F, 40–F, and, in some cases, 8–K and 6– 

K. Financial statements in XBRL also are required 

as exhibits to Securities Act registration statements 

that contain financial statements, such as Form S– 

1 (except registration statements filed in connection 

with an initial public offering). Securities Act 

registration statements that do not contain financial 

statements, such as a Form S–3 or other form filed 

by an issuer that incorporates by reference all 

required financial statement information from its 

periodic reports, and Exchange Act registration 

statements are not required to include Interactive 

Data Files. See 2009 Financial Statement 

Information Adopting Release. 

29See Rule 405(c)(1) of Regulation S–T. 

30See General Instruction C.3.(g) to Form N–1A. 

31See Rule 405(a) of Regulation S–T. 

32See General Instruction C.3.(g)(i), (iv) to Form 

N–1A. 

33See General Instruction C.3.(g)(ii), (iv) to Form 

N–1A. 

34An operating company may delay the 

submission and posting of the Interactive Data File 

to the extent provided under a temporary or a 

continuing hardship exemption. See Rules 201 and 

202 of Regulation S–T. A fund filer may delay the 

submission and posting of the Interactive Data File 

to the extent provided under a continuing hardship 

exemption. See Rule 202 of Regulation S–T. 

35See Rule 405(g). 36 Id. 37See Rule 405(g) and General Instruction 

C.3.(g)(iii) to Form N–1A. 

If a fund does not submit or post interactive data 

as required, its ability to file post-effective 

amendments to its registration statement under 

Rule 485(b) under the Securities Act is 

automatically suspended until it submits and posts 

the interactive data as required. See Rule 485(c) 

under the Securities Act. The Interactive Data File 

also must be submitted in such a manner that will 

permit the information for each series and, for any 

information that does not relate to all of the classes 

in a filing, each class of the fund to be separately 

identified. See General Instruction C.3.(g)(iv) to 

Form N–1A. 

38The exhibit requirements of Item 601(b)(101) 

relate to Forms S–1, S–3, S–4, S–11, F–1, F–3, F– 

4, 8–K, 10–Q, and 10–K. 

39See Paragraph (101) of Part II (Information Not 

Required to be Delivered to Offerees or Purchasers) 

of Form F–10. 

40See Paragraph 101 of the Instructions as to 

Exhibits of Form 20–F. 

41See Paragraph B.(15) of the General 

Instructions to Form 40–F. 

42See Paragraph C.(6) of the General Instructions 

to Form 6–K. 

43See General Instruction C.3.(g) to Form N–1A. 

44See Rule 497(c), (e). 

45The exhibit provisions that specify when an 

Interactive Data File is required for financial 

information also specify when it is optional and 

when it is prohibited. 

46See Rule 405(a)(2) for the exhibit requirement. 

proposed. The discussion below begins 

with a background description of the 

existing XBRL requirements and current 

XBRL practices. The discussion of the 

amendments is found in Section III.A. 

We believe that the use of Inline 

XBRL may reduce the time and effort 

associated with preparing XBRL filings, 

simplify the review process for filers, 

and improve the quality and usability of 

XBRL data for investors, market 

participants, and other data users. The 

Commission will continue to monitor 

industry practices and market 

developments in disclosure 

technologies. Should future 

developments suggest that a more 

efficient or less costly reporting 

standard would provide at least 

substantively similar benefits as Inline 

XBRL, we would evaluate whether 

changes to our reporting format are 

appropriate, including, without 

limitation, designating another reporting 

standard as an alternative to Inline 

XBRL for some or all aspects of the rule. 

II. Background and Economic Baseline 

A. Overview of Existing XBRL 

Requirements for Operating Companies 

and Funds 

The XBRL requirements for the 

required information are located in the 

Interactive Data File provisions of 

Regulation S–K; 21 Forms F–10,22 20– 

F,23 40–F,24 6–K,25 and N–1A; 26 Rule 

405 of Regulation S–T; and the EDGAR 

Filer Manual.27

Operating companies are required to 

submit financial statements and any 

applicable financial statement schedules 

in XBRL as exhibits to certain Exchange 

Act reports and Securities Act 

registration statements.28 In general, 

operating companies that prepare their 

financial statements in accordance with 

U.S. GAAP or in accordance with IFRS 

as issued by the IASB must submit their 

financial statements to the Commission 

in XBRL. Filers that are required to 

provide information in XBRL must use 

the taxonomies specified on the 

Commission’s website.29

Funds are required to submit risk/ 

return summary information in XBRL as 

exhibits to registration statements and to 

prospectuses with risk/return summary 

information that varies from the 

registration statement.30

An operating company generally must 

submit the Interactive Data File as an 

exhibit to the relevant Related Official 

Filing.31 Funds are required to submit 

the Interactive Data File within 15 

business days of (1) the effective date of 

the registration statement or posteffective amendment that contains the 

related information,32 or (2) the filing of 

a form of prospectus made pursuant to 

paragraph (c) or (e) of Rule 497.33

Operating companies and funds may 

delay submission and posting to the 

extent provided under a hardship 

exemption.34

When filers submit XBRL exhibits 

during EDGAR filing, the XBRL exhibits 

are validated for compliance with 

certain EDGAR Filer Manual technical 

requirements before the attachments are 

accepted. During EDGAR filing, EDGAR 

validates XBRL documents that make up 

an Interactive Data File, producing error 

and warning messages when issues with 

the XBRL data are identified. EDGAR 

also ‘‘renders’’—creates a humanreadable version of—XBRL data that can 

be viewed on the EDGAR website. 

EDGAR users can view a rendered 

version of the tagged information 

submitted in the XBRL exhibit by 

clicking on the ‘‘Interactive Data’’ 

button next to the relevant filing on 

EDGAR. 

For both operating companies and 

funds, the Interactive Data File 

submitted to the Commission also must 

be posted on the filer’s website, if any, 

on the earlier of the calendar day that 

the filer submitted or was required to 

submit it.35 Operating companies must 

keep the Interactive Data File posted for 

at least 12 months.36 Funds must keep 

the Interactive Data File posted until the 

registration statement or post-effective 

amendment to which the Interactive 

Data File relates is no longer current.37

Currently, the requirement for 

operating companies to submit and post 

financial statement information in XBRL 

applies through the exhibit 

requirements of Item 601(b)(101) of 

Regulation S–K 38 and Forms F–10,39

20–F,40 40–F,41 and 6–K.42 Similar 

requirements for funds to submit and 

post risk/return summary information in 

XBRL apply through the exhibit 

requirements of Form N–1A 43 and Rule 

497.44 These exhibit requirements 

specify when information in the Related 

Official Filing triggers the requirement 

to submit and post an Interactive Data 

File in the manner provided by Rule 405 

of Regulation S–T.45 Rule 405 sets forth 

the basic content, format, submission, 

and posting requirements for the 

Interactive Data File, such as the 

requirement to submit the Interactive 

Data File as an exhibit to the Related 

Official Filing.46 Rule 405 also requires 


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Federal Register / Vol. 83, No. 159 / Thursday, August 16, 2018 / Rules and Regulations 40849 

47See Rule 405(a)(3). 

48See Order Granting Limited and Conditional 

Exemption under Section 36(a) of the Securities 

Exchange Act of 1934 from Compliance with 

Interactive Data File Exhibit Requirement in Forms 

6–K, 8–K, 10–Q, 10–K, 20–F, and 40–F to Facilitate 

Inline Filing of Tagged Financial Data, Release No. 

34–78041 (Jun. 13, 2016) [81 FR 39741] 

(‘‘Exemptive Order’’). 

49The figures are based on staff analysis of 

EDGAR filings. Filers were identified based on 

Central Index Key (‘‘CIK’’) codes. Some filers, 

including investment companies, asset-backed 

issuers, and filers who have received a hardship 

exemption, are not subject to financial statement 

information interactive data requirements. 

Interactive data requirements for operating 

companies also pertain to certain Securities Act 

registration statements, as well as certain filings on 

Forms 8–K and 6–K containing specified financial 

statements. 

50The figures are based on data obtained from ICI 

as of December 31, 2017, available at http://

www.ici.org/research/stats, and staff analysis of 

EDGAR filings. This count includes 9,360 mutual 

funds and 1,821 ETFs registered as open-end 

investment companies. The estimate of ETFs is 

reduced to exclude approximately eight ETFs 

registered as unit investment trusts (‘‘UITs’’). UITs 

and closed-end funds are not subject to the 

proposed amendments and are therefore excluded 

from this estimate. 

51See Inline XBRL Proposing Release, at 14285. 

See also William Sinnett, SEC reporting and the 

impact of XBRL: 2013 survey, Financial Executives 

Research Foundation (Nov. 15, 2013) (‘‘FERF 

Study’’), at 15. 

52See Inline XBRL Proposing Release, at 14285. 

With a standalone approach, filers or filing agents 

create an XBRL exhibit by copying the information 

from the filing document and tagging it in XBRL, 

which requires them to expend incremental 

resources to create and tag a copy of the data and 

verify the consistency of tagged data across 

documents. With an integrated approach, XBRL 

tagging of required disclosures is a part of a broader 

disclosure management process, and integrated 

disclosure management software is used to generate 

both the HTML filing and the XBRL exhibit. 

53See 2009 Financial Statement Information 

Adopting Release, at 6804 (estimating direct costs 

of preparing and submitting interactive dataformatted financial statements, excluding the cost 

of website posting, at $39,510–$81,220 ($12,450– 

$20,340) for the first submission (each subsequent 

submission) with block-text footnotes and 

schedules and $29,700–$59,150 ($20,075–$36,940) 

for the first submission (each subsequent 

submission) with detailed tagging of footnotes and 

schedules, and the cost of website posting at $1,000 

per year). 

54See Inline XBRL Proposing Release, at 14285– 

6, n. 69. 

55See FERF Study, at 18–19. 

56See Research shows XBRL filing costs are lower 

than expected, AICPA, https://www.aicpa.org/ 

InterestAreas/FRC/AccountingFinancialReporting/ 

XBRL/DownloadableDocuments/ 

XBRL%20Costs%20for%20Small%20

Companies.pdf (retrieved Jun. 20, 2018) (‘‘AICPA 

Study’’); Mohini Singh (2017) The Cost of 

Structured Data: Myth vs. Reality, CFA Institute, 

https://www.cfapubs.org/doi/pdf/10.2469/ 

ccb.v2017.n5.1 (retrieved Jun. 20, 2018). 

57See https://xbrl.us/wp-content/uploads/2018/ 

06/XBRL-US-Letter-to-HFSC-RE-HR-5054-6-6- 

2018.pdf (retrieved Jun. 20, 2018). 

58See 2009 Risk/Return Summary Adopting 

Release, at 7769 (estimating direct costs of 

preparing and submitting interactive data-formatted 

risk/return summary information, excluding the 

cost of website posting, at $23,200 for the first 

submission ($3,100 for each subsequent 

submission) and the cost of website posting at 

$250). 

One commenter stated that it uses a third-party 

vendor for XBRL preparation and estimated the 

average time the commenter expends to review the 

approximately 336 risk/return summary XBRL 

filings per year produced for its funds at 

approximately 12 hours per month, with a peak of 

32 hours per month. See letter from Federated II. 

This amounts to an average review time of 

approximately 0.43 hours per filing (12 hours per 

month × 12 months/336 filings per year). The cost 

of outside services for XBRL preparation, which are 

incurred in addition to the review time, is not 

stated in this letter. 

59Based on staff analysis of Inline XBRL filings, 

as of May 21, 2018, approximately 152 unique 

operating company filers filed approximately 526 

Inline XBRL filings. The number of filers that have 

voluntarily filed in Inline XBRL so far is modest 

relative to the overall number of filers 

(approximately 1.8%). 

60As of May 21, 2018, staff analysis of voluntary 

Inline XBRL filings showed that large accelerated 

filers accounted for approximately 38% and 

accelerated filers approximately 18% of such 

filings. By comparison, based on staff analysis of 

Forms 10–K, 10–Q, 20–F, and 40–F filings and 

amendments to them filed during calendar year 

2017, large accelerated filers accounted for 

approximately 26% and accelerated filers for 

approximately 19% of such filings. 

61This estimate is based on filings information as 

of May 21, 2018. 

62See letter from XBRL US. See also letters from 

Workiva I, IRIS, and ACI. 

Continued 

that an Interactive Data File be 

submitted in accordance with the 

EDGAR Filer Manual.47 The EDGAR 

Filer Manual contains additional 

formatting and submission requirements 

for the Interactive Data File. 

On June 13, 2016, the Commission 

issued an exemptive order under the 

Exchange Act to permit operating 

companies that comply with certain 

conditions listed in the order to file 

structured financial statement data 

required in their periodic and current 

reports using Inline XBRL through 

March 2020, in lieu of filing all their 

XBRL data in a separate exhibit.48

B. Current XBRL Practices and Affected 

Parties 

1. XBRL Preparation 

There were approximately 8,315 filers 

of annual and quarterly reports (Forms 

10–K, 10–Q, 20–F, and 40–F), including 

amendments, during calendar year 

2017.49 As of December 2017, there 

were approximately 11,181 funds 

registered on Form N–1A.50 Filers may 

prepare their Interactive Data to comply 

with existing XBRL requirements inhouse or use an outside service 

provider.51 Tagging required disclosures 

in XBRL may involve either a 

standalone or integrated approach.52

In 2009 the Commission estimated the 

expected direct cost of compliance with 

XBRL requirements by operating 

companies.53 After the adoption of the 

2009 rules, several pre-proposal 

commenters and studies provided 

estimates of the cost of compliance with 

financial statement information XBRL 

requirements.54 According to a 2013 

survey, the median operating company 

filer required 25 hours for the 

preparation and 15 hours for the review 

of XBRL and between $8,000 and 

$10,000 for the services of outside 

professionals for its most recent annual 

filing.55 According to another survey, 

the median small filer paid $10,000 or 

less on an annual basis for fully 

outsourced creation and filing of its 

XBRL exhibits.56 Preliminary statistics 

from a pricing survey being conducted 

by the AICPA and XBRL US indicate 

that the cost of XBRL formatting has 

declined 41% since 2014 and that the 

average cost of XBRL preparation for 

small reporting companies in 2017 

averaged $5,850 per year.57 The 2009 

Risk/Return Summary Adopting Release 

estimated the expected direct cost of 

compliance with the fund risk/return 

summary XBRL requirements.58

2. Voluntary Use of Inline XBRL by 

Operating Companies Under the 

Exemptive Order 

A small but growing number of 

operating company filers have relied on 

the Exemptive Order to voluntarily file 

in Inline XBRL.59 Large accelerated, 

accelerated, and nonaccelerated filers 

and smaller reporting companies were 

well represented, with large accelerated 

filers representing a larger proportion of 

voluntary operating company filers than 

their proportionate share of all operating 

company filers.60

Filers that have filed in Inline XBRL 

under the Exemptive Order used XBRL 

preparation software or filing agents that 

already can accommodate Inline XBRL. 

Based on filing software information, 

where available in the filing, voluntary 

Inline XBRL filers used seven different 

vendors.61 In conjunction with the 

Exemptive Order, the Commission also 

made the open source Inline Viewer 

available to the public so that filers 

could test and view their submissions 

before EDGAR filing and the public 

could easily view the Inline XBRL 

document within the context of a web 

browser. 

One commenter—whose vendor 

members are estimated by the 

commenter to ‘‘provide XBRL creation 

services for an estimated 80% of U.S. 

public companies that file in XBRL to 

the SEC each quarter’’—stated that 

‘‘[m]any vendors today already have 

Inline XBRL capabilities or have 

development underway’’ to incorporate 

this capability into their tools.62


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Vendors identified as having been used in 

voluntary Inline XBRL filings and other software 

vendors and filing agents that reference Inline 

XBRL capabilities on their websites, and in other 

public sources, accounted for approximately 87% of 

financial statement XBRL filings filed during 2017 

for which preparation software could be identified. 

Preparation software could not be identified for 

approximately 3% of financial statement XBRL 

filings. 

63See, e.g., letters from Workiva I and ACI. Both 

of these commenters were vendors whose XBRL 

preparation solutions were used by voluntary Inline 

XBRL filers. 

64The examined subset of filings was randomly 

drawn from 252 Inline XBRL filings submitted as 

of November 1, 2017. 

65Most XBRL numeric elements are designed to 

be entered as positive values. Even if the XBRL 

element is related to a credit balance, the element 

should still be submitted as a positive number 

because debit and credit balances represent 

presentation attributes for the HTML document, not 

the underlying meaning of the XBRL element. 66See letter from TagniFi. 

67The figures are based on staff analysis of 

EDGAR log file data for the second quarter of 2017. 

The analysis examined access during the second 

quarter of 2017 to all financial statement 

information XBRL exhibits filed with annual and 

current reports and amendments to them and all 

risk/return summary XBRL exhibits filed with 

amendments to registration statements and forms of 

prospectuses since inception of the XBRL 

requirements. The analysis did not exclude access 

by ‘‘bots’’ because machine-readable XBRL data is 

designed to enable automated aggregation and 

processing. Due to data availability, these statistics 

do not capture access to XBRL data through the 

Public Dissemination Service or the use of the data, 

tools, and products made available by third-party 

data aggregators, incorporating XBRL data to 

varying degrees, which likely account for the largest 

share of market participants’ access to such data. 

These statistics also do not capture access to DERA 

XBRL datasets, which is discussed separately. The 

data definitions used to identify XBRL exhibits 

excluded access to XBRL data as part of a complete 

submission file or as part of an Inline XBRL 

document (for filings pursuant to the Exemptive 

Order). 

Applying the same methodology, individual 

XBRL files of nonaccelerated filers and smaller 

reporting companies were accessed on the EDGAR 

website approximately 23.3 million times 

(including approximately 6.2 million unique filing 

views by approximately 46,000 unique IP 

addresses). This is the approximate equivalent of 

239 exhibit views (64 unique filing views) per 

filing. Filer status was obtained from the XBRL 

portion of the respective filing. Applying the same 

methodology, individual XBRL files of 

biotechnology companies were accessed on the 

EDGAR website approximately 4.9 million times 

(including approximately 1.3 million unique filing 

views by approximately 24,000 unique IP 

addresses). This is the approximate equivalent of 

288 exhibit views (78 unique filing views) per 

filing. Companies were classified as being in the 

biotechnology sector based on primary Standard 

Industry Classification (‘‘SIC’’) codes (obtained from 

the XBRL portion of the respective filing) that 

correspond to industry groups for pharmaceutical 

products and medical equipment in the Fama and 

French 49 industry classification (http://

mba.tuck.dartmouth.edu/pages/faculty/ken.french/ 

Data_Library/det_49_ind_port.html, retrieved Jun. 

20, 2018). 

68See https://www.sec.gov/dera/data/financialstatement-data-sets.html, https://www.sec.gov/dera/ 

data/financial-statement-and-notes-data-set.html, 

and https://www.sec.gov/dera/data/mutual-fundprospectus-risk-return-summary-data-sets (retrieved 

Jun. 20, 2018). 

Based on our understanding of the 

experience of voluntary Inline XBRL 

filers and the input from commenters 

whose XBRL solutions were used in 

voluntary Inline XBRL filings, filers 

have not incurred increases in the cost 

of XBRL software.63 We recognize, 

however, that filers that voluntarily 

elected to file in Inline XBRL under the 

Exemptive Order may not be 

representative of all filers affected by 

the amendments. For example, most 

voluntary filers already used integrated 

XBRL preparation software. Thus, their 

transition to Inline XBRL likely entailed 

minimal changes to XBRL preparation 

workflow, with the resulting minor 

impact on both the cost of XBRL 

preparation and XBRL data quality. 

With regard to data quality of 

voluntary Inline XBRL filings by 

operating companies under the 

Exemptive Order, Commission staff 

reviewed a random sample of 25 Form 

10–Q and Form 10–K Inline XBRL 

filings submitted pursuant to the 

Exemptive Order as of November 1, 

2017 64 to determine whether Inline 

XBRL had any effect on a particular 

issue of data quality: Negative values.65

For each of the 25 filings, Commission 

staff reviewed the Inline XBRL filing 

and the latest filing prior to the Inline 

XBRL filing to determine if amounts 

were inappropriately entered as 

negative values in either of the filings. 

Commission staff observed one Inline 

XBRL filing with an inappropriate 

negative value for a footnote disclosure; 

the same disclosure in the latest filing 

prior to the Inline XBRL filing did not 

have an inappropriate negative value. 

After the initial Inline XBRL filing, that 

filer submitted a subsequent Inline 

XBRL filing and corrected the error. 

One commenter stated that XBRL data 

quality has not improved significantly, 

based on errors in XBRL data identified 

during the commenter’s review of early 

voluntary Inline XBRL filings pursuant 

to the Exemptive Order.66 However, the 

example provided by the commenter of 

an Inline XBRL tagging error was not an 

error in the Inline XBRL document, but 

rather a presentation discrepancy when 

the Inline XBRL document was run 

through the EDGAR Renderer, which is 

designed for XBRL format documents 

and not Inline XBRL format documents. 

In part of the example provided, the 

Inline XBRL document had a 

dimensional axis that does not present 

in the EDGAR rendered view. 

Nevertheless, these observations 

suggest that some XBRL data quality 

issues may remain for a minority of 

filers. The relatively small number of 

voluntary Inline XBRL filings to date 

makes it difficult to draw definitive 

conclusions about the extent to which 

Inline XBRL may improve data quality 

going forward. Moreover, we are not 

able to observe whether the reviewed 

voluntary filings were prepared with the 

use of the Inline XBRL Viewer tool, 

which can facilitate detection of certain 

types of errors, such as negative values 

and scaling errors. In addition, the 

experience of a small number of 

voluntary filers may not be 

representative of all filers subject to the 

amendments. 

Since the implementation of the 

voluntary Inline XBRL program, we 

have observed that, not only is the 

public using the Inline XBRL data, but 

some data users have also made 

enhancements to the Commission’s 

open source Inline XBRL Viewer. These 

enhancements, such as creating 

instantly human-readable time series 

charting, may help to make the XBRL 

data even more useful. For example, 

using these enhancements, a user can 

hover over the revenues element of a 

filing and instantly view the latest two 

years of reported revenues for that filer, 

or hover over a narrative element and 

instantly view the latest two years of 

text reported for that element by that 

filer. 

3. XBRL Data Use 

There is a wide range of XBRL data 

users, including investors, financial 

analysts, economic research firms, data 

aggregators, academic researchers, filers 

seeking information on their peers for 

benchmarking purposes, and 

Commission staff. 

During the second quarter of 2017, 

individual financial statement 

information XBRL exhibits were 

accessed on the EDGAR website 

approximately 53.1 million times 

(including approximately 13.7 million 

unique filing views by approximately 

149,000 unique IP addresses) and 

individual risk/return summary XBRL 

exhibits were accessed approximately 

6.8 million times (including 

approximately 839,000 unique filing 

views by approximately 8,000 unique IP 

addresses).67 This is the approximate 

equivalent of 287 exhibit views and 74 

unique filing views for each filing with 

financial statement information XBRL 

data and 224 exhibit views and 28 

unique filing views for each filing with 

risk/return summary XBRL data during 

the examined quarter. 

The Commission also combines, 

organizes and posts for bulk download 

financial statement information and 

risk/return summary XBRL data 

extracted from filings.68 As of June 16, 


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69These statistics do not account for the use of 

third-party products or websites incorporating these 

datasets. See, e.g., https://

console.cloud.google.com/launcher/details/secpublic-data-bq/sec-public-dataset (retrieved Jun. 20, 

2018). 

70See, e.g., a discussion of XBRL analytics tools, 

https://xbrl.us/use/howto/ (retrieved Jun. 20, 2018); 

https://xbrl.us/home/category/productsservices/ 

service/data-aggregation/ (retrieved Jun. 20, 2018); 

Mitchell R. Wenger, Rick Elam, and Kelly L. 

Williams (2013) A tour of five XBRL tools, Journal 

of Accountancy (Apr. 1, 2013), https://

www.journalofaccountancy.com/issues/2013/apr/ 

20126677.html (retrieved Jun. 20, 2018); Inline 

XBRL Proposing Release, at 14286, n. 77; letters 

from Octachoron and TagniFi. 

71See, e.g., letters from CFA Institute, Data 

Coalition, Grant Thornton, Members of Congress, 

Octachoron, TagniFi, XBRL US, and XBRL 

International. 

Various academic studies have examined the 

benefits of XBRL for the information environment 

of firms. See Inline XBRL Proposing Release, at 

14295, n. 169. See also Yu Cong, Hui Du, and 

Miklos A. Vasarhelyi (2017) Are XBRL files being 

accessed? Evidence from the SEC EDGAR log file 

data set, Journal of Information Systems 

(forthcoming) (examining rates of access to XBRL 

files and providing some evidence that investors in 

smaller operating companies access XBRL files and 

that investors may prefer XBRL files to non-XBRL 

files when both types of files are included with the 

filing). 

72See Inline XBRL Proposing Release, at 14287, 

n. 78. See also letter from BIO (stating that ‘‘XBRL 

data is little used by biotech investors’’). But see 

note 67 above (discussing XBRL data use for smaller 

and biotech companies that is generally consistent 

with the XBRL data use for all operating 

companies). 

A December 2016 global survey of members by 

the CFA Institute, corroborating the results of the 

prior surveys, found that less than half of the 

respondents (approximately 45%) were aware of 

XBRL and, among those aware of XBRL, a minority 

of respondents (approximately 23%) use financial 

XBRL data from periodic reports. See CFA Institute 

Member Survey: XBRL, https://

blogs.cfainstitute.org/marketintegrity/2016/12/05/ 

do-you-know-what-xbrl-is-a-majority-of-surveyrespondents-do-not-know/ and https://

www.cfainstitute.org/-/media/documents/survey/ 

xbrl-member-survey-report-2016.ashx (retrieved 

Jun. 20, 2018). 

73See letters from Federated I and II, Frei, ICI I 

and II, and USBFS. One of these letters cited 

limited use of XBRL data posted on the filer’s 

website in connection with the discussion of 

limited XBRL data use. See letter from Federated II. 

74See, e.g., letters from Morningstar (‘‘we use the 

HTML filings rather than the XBRL filings because 

we can process them and share the information 

with end investors more quickly than if we were to 

wait for the XBRL filing’’) and XBRL US (‘‘[r]isk/ 

return data from mutual funds today is not as 

timely as investors would prefer’’). 

75See letter from Morningstar. 

76A few filers submitted Voluntary Program 

XBRL exhibits (EX100), but those filings seem to 

have been made in error. 

77See Inline XBRL Proposing Release. 

78 Inline XBRLTM and iXBRLTM are trademarks of 

XBRL International. XBRL® is a registered 

trademark of XBRL International. The Inline XBRL 

technology is freely licensed by XBRL International. 

See https://specifications.xbrl.org/spec-groupindex-inline-xbrl.html (retrieved Jun. 20, 2018) and 

https://specifications.xbrl.org/presentation.html 

(retrieved Jun. 20, 2018). 

79See note 20 above. 

80See, e.g., letters from ACI, AICPA, CFA 

Institute, Data Coalition, Deloitte, Grant Thornton, 

Hoffman, IRIS, Lewis, Kumar, Members of 

Congress, Merrill, Morningstar, Octachoron, Palmer, 

TagniFi, Workiva I, XBRL International, and XBRL 

US. 

81See, e.g., letters from ACI, AICPA, CFA 

Institute, Data Coalition, Deloitte, Grant Thornton, 

Hoffman, IRIS, Members of Congress, Merrill, 

Morningstar, Octachoron, TagniFi, XBRL 

International, XBRL US, and Workiva I. 

82See, e.g., letters from ACI, AICPA, CFA 

Institute, Data Coalition, Members of Congress, 

Morningstar, XBRL International, and XBRL US. 

Two of these commenters elaborated on their 

specific support to replace the XBRL format with 

the Inline XBRL format for risk/return summaries. 

See letters from Morningstar and XBRL US. 

83See, e.g., letters from Cigna and FEI (opposing 

the Inline XBRL requirement for financial statement 

information); letters from Hindssight and Pergamit 

(expressing general opposition to Inline XBRL); and 

letters from Federated I and II, Frei, ICI I and II, and 

USBFS (opposing the Inline XBRL requirement for 

risk/return summaries). 

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

2018, in the approximately eight months 

since the Commission began posting 

risk/return summary datasets, financial 

statement data sets had approximately 

55,327 page views (including 

approximately 33,130 unique page 

views); financial statement and notes 

data sets had approximately 232,398 

page views (including 194,623 unique 

page views), and risk/return summary 

data sets had approximately 2,089 page 

views (including approximately 1,791 

unique page views).69

A number of businesses have created 

products that provide XBRL data to 

investors. Data aggregators (i.e., entities 

that, in general, collect, package, and 

resell data) have incorporated XBRL 

data into their products to varying 

degrees. Various third-party data 

providers extract or preview 

information contained in XBRL exhibits, 

offering XBRL analytics tools or using 

XBRL data to supplement other reported 

data based on filer disclosures.70

The Commission staff uses XBRL data 

to efficiently analyze large quantities of 

information in support of risk 

assessment, rulemaking, and 

enforcement activities, including as part 

of its internally developed Corporate 

Issuer Risk Assessment and Financial 

Statement Query Viewer applications. 

Commenters and studies have noted 

the benefits of XBRL data in providing 

a wide range of financial reporting data 

that is not always available elsewhere.71

Other commenters and studies have 

indicated that XBRL data use has been 

limited, in part due to concerns 

regarding data quality and lack of 

awareness of XBRL.72 Several 

commenters stated that risk/return 

summary XBRL data is little used by 

investors.73 Some commenters stated 

that the use of risk/return summary 

XBRL data is limited due to the delay 

in its availability as compared to the 

HTML version of the same 

information.74 One of these 

commenters, a large data aggregator that 

processes fund information for 

investors, indicated that it must 

manually extract information from fund 

HTML filings because the structured 

XBRL filing comes too late for investors’ 

preferences.75

The 2005 XBRL Voluntary Program 

for financial statement information has 

not been used for several years, with no 

submissions during calendar years 

2011–2017.76

III. Final Amendments and Anticipated 

Economic Effects 

A. Discussion of the Final Amendments 

1. Inline XBRL Requirements 

a. Use of Inline XBRL Format 

On March 1, 2017, the Commission 

proposed rule and form amendments to 

facilitate improvements in the quality 

and usefulness of XBRL data and, over 

time, decrease filing costs by decreasing 

XBRL preparation costs.77 The proposed 

amendments would require operating 

company financial statement 

information and fund risk/return 

summary information to be submitted in 

the Inline XBRL format.78 Inline XBRL 

allows filers to embed XBRL data 

directly into an HTML document, 

eliminating the need to tag a copy of the 

information in a separate XBRL exhibit. 

Inline XBRL is both human-readable 

and machine-readable for purposes of 

validation, aggregation, and analysis. 

The proposed amendments also would 

eliminate the requirements for filers to 

post Interactive Data Files on their 

websites and terminate the 2005 XBRL 

Voluntary Program with respect to 

financial statement information.79

The majority of commenters generally 

supported the proposed Inline XBRL 

requirements.80 Many of these 

commenters specifically supported the 

proposal to replace the XBRL format 

with the Inline XBRL format for 

operating company filers,81 while 

several commenters supported applying 

the proposed Inline XBRL requirements 

to both operating companies and 

funds.82 Several commenters opposed 

the proposed Inline XBRL requirements 

for some or all filers.83

After considering these comments, we 

are adopting, substantially as proposed, 

amendments to Rule 405 to require the 

submission of financial statement 

information and risk/return summary 

information Interactive Data Files in 

Inline XBRL.84 Operating companies 

and funds, on a phased in basis, will be 

required to embed a part of the 


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85See, e.g., letters from ACI, AICPA, CFA 

Institute, Cigna, Data Coalition, FEI, IRIS, Kumar, 

Lewis, Members of Congress, Merrill, Workiva I, 

XBRL International, and XBRL US. But see letter 

from ICI I (stating that funds will not realize a 

significant increase in the effectiveness and 

efficiency of XBRL preparation) and letter from 

Pergamit (stating that Inline XBRL would not yield 

benefits for filers). 

86See, e.g., letters from ACI, AICPA, CFA 

Institute, IRIS, Kumar, Lewis, Members of Congress, 

Merrill, Morningstar, Octachoron, Palmer, Ray, 

XBRL International, and XBRL US. But see, e.g., 

note 107 below (stating that there would not be 

gains in data quality for risk/return summaries) and 

letters from EY, TagniFi, and Workiva I (stating that 

there would not be gains in data quality for 

financial statement information). 

87See, e.g., letters from ACI, AICPA, CFA 

Institute, Deloitte, IRIS, Morningstar, Octachoron, 

Ray, TagniFi, and XBRL US. But see letters from 

Federated I and II (regarding risk/return summaries) 

and Pergamit. 

88See letter from Hoffman. 

89See letter from Octachoron. 

90See, e.g., letters from AICPA, CFA Institute, 

Deloitte, TagniFi, Workiva I, XBRL International, 

and XBRL US. 

91See, e.g., letters from AICPA, CFA Institute, 

Deloitte, EY, Grant Thornton, Hoffman, XBRL 

International, and XBRL US. 

92See, e.g., letters from AICPA, EY, and XBRL 

International. 

93 17 CFR 232.405(c)(1). In particular, each data 

element in the Interactive Data File must reflect the 

same information in the corresponding data in the 

Related Official Filing; data elements contained in 

the corresponding data in the Related Official Filing 

may not be changed, deleted, or summarized in the 

Interactive Data File; and each data element 

contained in the Interactive Data File must be 

matched with an appropriate tag from the most 

recent version of the standard list of tags specified 

by the EDGAR Filer Manual, with a new special 

element required to be created and used only if an 

appropriate tag does not exist in the standard list. 

94See letter from CFA Institute. 

95See letter from AICPA. 

96See letter from Workiva I. 

97See Inline XBRL Proposing Release, at 14297, 

n. 181 and accompanying text. 

98 Id. Currently, the financial statement 

information Interactive Data File is excluded from 

the officer certification requirements under Rules 

13a–14(f) and 15d–14(f) of the Exchange Act [17 

CFR 240.13a–14 and 240.15d–14]. Furthermore, 

auditors are not required to apply AS 2710 (Other 

Information in Documents Containing Audited 

Financial Statements), AS 4101 (Responsibilities 

Regarding Filings Under Federal Securities 

Statutes), or AS 4105 (Reviews of Interim Financial 

Information) (prior to December 31, 2016, AU 

Interactive Data File within an HTML 

document using Inline XBRL and to 

include the rest in an exhibit to that 

document. The portion filed as an 

exhibit to the form will contain 

contextual information about the XBRL 

tags embedded in the filing. The 

information as tagged will continue to 

be required to satisfy all other 

requirements of Rule 405, including the 

technical requirements in the EDGAR 

Filer Manual. 

The Inline XBRL requirement, similar 

to the current XBRL requirement, will 

apply to financial statement information 

in HTML regardless of whether it 

appears in the non-exhibit part of a 

filing and/or in one or more exhibits. 

Accordingly, under Inline XBRL, tags 

must be embedded wherever that HTML 

information appears. 

The Commission received a number 

of comments that addressed data 

usability, quality, and cost issues. 

Various commenters stated that Inline 

XBRL would, over time, (i) increase the 

efficiency of review and yield savings of 

XBRL preparation time and cost; 85 (ii) 

potentially improve the quality of XBRL 

data (by reducing discrepancies between 

HTML and XBRL data); 86 and (iii) 

increase the data’s usability (through 

greater accessibility and transparency of 

the data and enhanced capabilities for 

data users, who would no longer have 

to view the XBRL data separately from 

the text of the documents).87 One 

commenter stated that while ‘‘Inline 

XBRL will not directly contribute to 

increased quality . . . indirectly, Inline 

XBRL will contribute to better decisions 

related to the meaning conveyed by the 

machine-readable XBRL format.’’ 88

Another commenter emphasized the 

benefit of Inline XBRL ‘‘in allowing 

filers greater control over the 

presentation of financial exhibits.’’ 89

Several commenters that supported 

requiring Inline XBRL for financial 

statement information expressed 

concern that switching to Inline XBRL 

would not be sufficient to significantly 

improve the quality of financial 

statement information XBRL data 

without additional measures. Some of 

these commenters recommended that 

the Commission implement additional 

validation rules, including the 

incorporation of XBRL Data Quality 

Committee validation rules.90 Some of 

these commenters recommended 

expanding the scope of auditor 

assurance to include review of XBRL 

tags.91 Some commenters encouraged 

additional engagement or alignment 

with other entities such as the Financial 

Accounting Standards Board (‘‘FASB’’), 

the IASB, and international regulators 

who are also using the Inline XBRL 

format.92

We continue to analyze the data 

quality of submissions made in XBRL 

and Inline XBRL, as well as monitor 

developments related to the XRBL 

standard and the Inline XBRL 

specification. If additional technical 

rules within the EDGAR environment 

are deemed necessary, they may be 

reflected in updates to the EDGAR Filer 

Manual, but we are not imposing 

additional XBRL validation 

requirements at this time. We note that 

filers, vendors, and filing agents are 

currently able to voluntarily incorporate 

validation rules into their software and 

that the Commission makes available 

various tools to assist XBRL filers. 

Moreover, filers remain subject to Rule 

405(c) of Regulation S–T, which 

imposes certain fundamental data 

quality requirements on Interactive Data 

File submissions.93

Regarding our engagement with other 

entities such as the FASB, we note that 

the staff actively engages with the FASB 

over the development of the U.S. GAAP 

Taxonomy throughout the year. For 

example, the staff reviews and consults 

on the taxonomy development process, 

taxonomy changes, and comments 

received from the public. We continue 

to encourage all members of the public 

to submit any comments they may have 

to improve the U.S. GAAP Taxonomy to 

the FASB. As we have noted throughout 

this release, we are aware of various 

developments that could impact the 

Commission’s XBRL requirements and 

will continue to monitor those 

developments as filers transition to 

Inline XBRL. 

With respect to expanded auditor 

assurance, one commenter stated that a 

recent survey of its members found that 

‘‘77 per cent of respondents wish to 

have assurance of the tagged data.’’ 94

Another commenter stated that ‘‘audit 

committees are likely to request that 

auditors perform a separate attestation 

engagement to provide an opinion on 

the accuracy and consistency of the 

XBRL formatted information, and issue 

a report’’ in order ‘‘to provide investors 

additional confidence in the iXBRL 

formatted information.’’ 95 However, a 

different commenter stated that XBRL 

data cannot be audited because tag 

selection is subjective and no 

accounting standards are applicable.96

As the Commission stated in the 

Inline XBRL Proposing Release, the 

proposed amendments were intended to 

modernize existing financial statement 

information XBRL requirements to 

incorporate developments in the XBRL 

technology since the 2009 adoption of 

these requirements. The proposal did 

not contemplate any changes to the 

application of officer certifications or 

auditor assurance requirements to XBRL 

data.97 In particular, the Commission 

noted that, because the proposed 

amendments related only to the manner 

of submitting the Interactive Data File 

and not the data that comprises the 

Interactive Data File, it was not 

proposing to change the existing 

positions pertaining to the exclusion of 

the Interactive Data File from the officer 

certification and assurance 

requirements.98 Consistent with the 


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Sections 550, 711, and 722, respectively) to the 

Interactive Data File submitted with a company’s 

reports or registration statements. In addition, filers 

are not required to obtain assurance on their 

Interactive Data File or involve third parties, such 

as auditors or consultants, in the creation of their 

Interactive Data File. See 2009 Financial Statement 

Information Adopting Release, at 6796–6797. 

However, the Commission has previously stated 

that XBRL is part of an issuer’s disclosure controls 

and procedures. See 2009 Financial Statement 

Information Adopting Release, at 6797. 

Risk/return summary information Interactive Data 

File requirements do not require funds to involve 

third parties, such as auditors or consultants, in the 

creation of the interactive data provided as an 

exhibit to a fund’s Form N–1A filing, including 

assurance. With respect to registration statements, 

SAS 37 (currently AS 4101) was issued in April 

1981 to address the auditor’s responsibilities in 

connection with filings under the federal securities 

statutes. With respect to existing risk/return 

summary information Interactive Data File 

requirements, an auditor is not required to apply 

AS 4101 to the Interactive Data File. See 2009 Risk/ 

Return Summary Adopting Release, at 7760–7761 

and footnote 183. 

99See, e.g., letters from AICPA, Deloitte, EY, and 

Grant Thornton. 

100See 2009 Financial Statement Information 

Adopting Release, at 6796. 

101See, e.g., letters from Cigna and FEI (regarding 

the burden of transition for operating companies); 

Hindssight (expressing concern about costs but not 

specifying whether it pertained to operating 

companies or funds); Federated I and II, Frei, ICI 

I and II, and USBFS (regarding the burden of 

transition for funds). 

102See new Rule 405(a)(3)(ii) of Regulation S–T. 

103See, e.g., letters from ACI, AICPA, CFA 

Institute, Data Coalition, Members of Congress, 

Morningstar, XBRL International, and XBRL US. 

104See letters from Morningstar and XBRL US. 

105 Id. 

106See, e.g., letters from Federated I and II; Frei; 

ICI I and II; and USBFS. In addition, two 

commenters generally opposed Inline XBRL 

without stating whether their opposition was 

specific to funds or operating companies. See letters 

from Pergamit and Hindssight. 

107See letters from ICI (reiterating the observation 

in the Inline XBRL Proposing Release that, 

compared to financial statements of operating 

companies, mutual fund risk/return summaries 

have fewer instances in which numeric data is 

embedded into text and the data is generally more 

standardized as a reason why, in the commenter’s 

view, data quality is not an issue for mutual fund 

risk/return summaries) and USBFS (stating that it 

was not aware of any XBRL filing data quality 

issues affecting the funds serviced by the 

commenter or any other funds in the industry). 

108See letter from Federated II. 

109See letters from Federated I (stating that it 

does ‘‘not believe that either XBRL, or the proposed 

iXBRL filing and posting requirements are (or 

would be) useful to investors.’’); Federated II; Frei 

(‘‘There has been no evidence that the SEC staff, 

academics, or every day investors uses [sic] this 

data.’’); ICI I (stating that investors generally do not 

use XBRL tagged risk/return summary information 

and instead obtain this risk/return information in 

human-readable form from fund prospectuses, on 

fund websites, or on third party information 

provider websites.’’); ICI II; USBFS (stating that the 

XBRL data is generally not used by investors, 

investment advisers, or broker-dealers in making 

investment decisions or recommendations). 

110See letter from ICI (stating that its members 

provide data directly to many information providers 

and further noting that these information providers 

separately extract data from HTML filings). 

111See letters from Frei and USBFS (referencing 

XBRL data use by data aggregators) and XBRL US 

(noting Morningstar’s support of eliminating the 15 

day filing period as it would allow them to use the 

XBRL data to more rapidly disseminate fund data 

to investors). 

112See letters from Morningstar (noting that it 

currently uses the HTML filings rather than the 

XBRL filings because it can process and share the 

information with investors more quickly than if it 

were to wait for the XBRL filing) and XBRL US 

(stating that the elimination of the 15 business day 

period would make XBRL data much more valuable 

to data providers and investors). 

proposal, we are not making any such 

changes at this time. 

Several commenters recommended 

clarifying that financial statement 

information XBRL data under the new 

Inline XBRL requirement would not be 

subject to auditor assurance in order to 

address a potential ‘‘expectations gap’’ 

that might arise if XBRL data is 

embedded in a document containing 

HTML financial statements subject to 

auditor assurance. Commenters had 

different suggestions on how to 

communicate the auditor’s 

responsibility related to financial 

statement information XBRL data, such 

as by including some form of reporting 

mechanism or disclosure within the 

filing, or by having the Commission reaffirm its position from the Inline XBRL 

Proposing Release that there is no 

change in auditor responsibility.99

Consistent with the suggestions of 

these commenters, we are reiterating 

that the change from the XBRL format 

to the Inline XBRL format does not 

change the Commission’s positions with 

respect to officer certifications and 

auditor assurance. Accordingly, we are 

not requiring additional transparency 

regarding auditors’ responsibilities 

related to financial statement 

information XBRL data at this time. 

However, consistent with the existing 

XBRL requirements, issuers would not 

be prohibited from indicating in the 

financial statements (such as in a 

footnote) the degree (or lack thereof) of 

auditor involvement related to the 

financial statement information XBRL 

data.100

A few commenters cited concerns 

about the burden of transition to Inline 

XBRL.101 The amendments address 

transition issues through the use of a 

staggered phase-in period, discussed in 

greater detail in Section III.A.1.c below. 

Further, in response to commenter 

concerns, we are making certain 

modifications from the proposed 

compliance dates to help filers address 

any transition issues. In particular, in 

response to commenters’ suggestions, 

the amendments include an additional 

transition accommodation for operating 

companies whereby Inline XBRL will be 

required for the first Form 10–Q for a 

fiscal period ending on or after the 

applicable compliance date, which is 

intended to further facilitate the 

transition to Inline XBRL. The 

amendments also modify the phase-in 

period for funds to provide funds and 

vendors with additional time to 

transition to Inline XBRL for risk/return 

summaries and to modify their 

processes for preparing and reviewing 

these filings to accommodate the 

elimination of the 15 business day filing 

period. We believe that these aspects of 

the amendments will help to mitigate 

the burden of transition to Inline XBRL. 

As proposed, the amendments will 

also require risk/return summary 

information to be submitted in Inline 

XBRL.102 Among commenters that 

addressed the Inline XBRL requirement 

for funds, several commenters expressed 

support for Inline XBRL for risk/return 

summaries.103 Some of these 

commenters cited the potential benefits 

of increased timeliness and usability of 

XBRL data to investors and other data 

users.104 They also described economies 

of scale that funds may realize from 

their vendors providing an XBRL 

preparation process that is consistent 

with operating companies under a 

single standard specification.105 Several 

commenters opposed the Inline XBRL 

requirement for risk/return 

summaries.106 These commenters stated 

that there are few, if any, data quality 

issues with risk/return summary XBRL 

data today and concluded that Inline 

XBRL would not improve the quality of 

risk/return summary XBRL data.107 One 

commenter stated that the proposed 

Inline XBRL requirements for funds do 

not have tangible benefits for investors 

and impose costs that would outweigh 

any benefits.108

Commenters also expressed differing 

views regarding the extent to which 

investors, Commission staff, and 

academics use the fund information 

submitted in XBRL. Some commenters 

stated that XBRL data filed by funds is 

little used by investors 109 or data 

aggregators.110 Others stated that it was 

used by data aggregators and, if more 

timely provided, its use by data 

aggregators and, indirectly, by investors, 

would increase.111 Two commenters 

observed that the current 15 business 

day filing delay decreases the usefulness 

of this data as a means of providing 

timely information to investors and 

stated that they or others would make 

greater use of this data if we eliminated 

the delay.112

After considering the input of 

commenters, we continue to believe that 

it is important for risk/return summary 

information to be provided in an XBRL 


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113See Section II.B.3 above. 

114See, e.g., letters from Federated II, Frei, ICI II, 

and USBFS. 

115See letters from Federated I and II, Frei, ICI 

I and II, and USBFS. 

116See letter from ICI I. 

117See letters from USBFS and XBRL US. 

Another commenter referenced the comment letter 

by USBFS (stating that ‘‘at least one large filing 

vendor believes that the SEC’s proposal may have 

significantly underestimated the cost of 

implementing iXBRL tagging in the mutual fund 

context, particularly for smaller registrants’’). See 

letter from ICI II. 

118See letter from USBFS. 

119 Id. We note, however, to the extent funds rely 

on other service providers to prepare and submit 

XBRL filings, those service providers in turn may 

be relying on financial printers. 

120See letters from Federated I and II, ICI I and 

II, and USBFS. 

121 General Instruction C.3.(g)(i) to Form N–1A. 

format and that this format be as usable 

for investors and other data users as 

possible. We understand, based on 

commenter input, that many investors 

obtain risk/return summary information 

through data aggregators but that they 

may seek it out more quickly than it is 

currently available in XBRL through 

fund submissions. To meet this demand 

for more timely data, one data 

aggregator manually extracts the risk/ 

return summary information from fund 

HTML or ASCII filings over a period of 

days rather than wait up to 15 business 

days for the XBRL filings. We further 

understand, based on commenter input, 

that transitioning to Inline XBRL will 

allow risk/return summary information 

to reach investors via aggregators in 

hours, rather than days, after a Related 

Official Filing. As a result, we expect 

that more timely XBRL data will lead to 

increased use of that data by third-party 

data aggregators already in the market. 

We also anticipate that data aggregators 

with fewer resources or any new 

entrants to the data aggregation market 

would be better positioned to compete 

to provide information products to 

investors based on fund risk/return 

summaries if timely delivery does not 

require the resources necessary to tag 

the information manually. Investors will 

also be able to take further advantage of 

the XBRL data in ways that were not 

possible before. Because the Inline 

XBRL format embeds XBRL within the 

HTML document, investors can use 

their own web browser to view the 

embedded XBRL data and metadata 

within the context of the Related 

Official Filing, without having to 

download the information into any 

separate applications for review and 

analysis. 

Contrary to some commenters’ 

statements that this data is little used, 

risk/return summary XBRL data is 

accessed on EDGAR on a regular 

basis.113 We also disagree with 

commenters who suggested that 

investors do not benefit when data 

aggregators use XBRL data.114 These 

aggregators typically use this data to 

provide information to investors, and 

funds are primarily held by retail 

investors, who often look to third party 

information sites when evaluating 

various funds for investment. 

Preparing Inline XBRL filings 

involves embedding XBRL tags into the 

HTML document. This single-document 

approach should create long-term 

benefits by removing a separate 

workflow of checking the numbers and 

text in the original HTML filing for 

consistency with the numbers and text 

in the separate XBRL filing and the 

related time demands that entails—time 

demands that currently contribute 

towards much later filings by funds and 

less timely information for fund 

investors. 

Several commenters indicated that 

funds would not realize cost savings 

from Inline XBRL and that funds would 

incur significant costs of transition to 

Inline XBRL, which would be 

compounded by the elimination of the 

15 business day filing period and would 

outweigh any benefits.115 One 

commenter stated that its members do 

not anticipate a significant increase in 

the efficiency and effectiveness of their 

filing processes from the shift to Inline 

XBRL.116 Two commenters stated that a 

number of funds currently use a 

standalone approach to XBRL 

preparation and thus may require 

significant changes in XBRL preparation 

workflow to transition to Inline 

XBRL.117 One of these commenters 

further indicated that the Commission 

may have overestimated the proportion 

of funds that use an integrated approach 

to XBRL preparation.118 According to 

this commenter, while funds that use 

‘‘the largest financial printers’’ are likely 

well positioned to comply with the 

Inline XBRL requirement, funds that 

instead rely on other service providers 

for preparing and submitting XBRL 

filings (e.g., law firms, administrators, 

in-house advisory firm personnel, and 

smaller financial printers) will be forced 

to incur significant costs and potentially 

change vendors.119 Thus, the 

commenter asserted, the Inline XBRL 

Proposing Release significantly 

underestimated the costs of 

transitioning to Inline XBRL for funds, 

particularly for smaller filers. 

We recognize that many funds today 

prepare and file an HTML or ASCII 

version of risk/return information in the 

Related Official Filing and then, up to 

15 business days later, prepare and file 

a separate XBRL exhibit with this same 

risk/return information. As a result, 

many funds may incur one-time costs to 

change their workflow processes as they 

transition to filing this information in an 

Inline XBRL format without this 

extended filing period. We acknowledge 

that this may cause some funds to 

change vendors or software products 

used to create these filings, and that 

these transition costs will likely be 

greater than estimated in the Proposing 

Release.120 However, we believe that the 

improved data usability that Inline 

XBRL offers, particularly when 

combined with the more efficient Inline 

XBRL process that reduces the need for 

the extended filing period, provides 

benefits to investors that justify these 

initial costs to funds. 

Accordingly, we are adopting Inline 

XBRL and the related elimination of the 

15 business day filing period for fund 

risk/return summaries. However, in 

light of the comments and to help funds 

address transition issues, we are 

extending the proposed phase-in for 

risk/return summary Inline XBRL 

requirements, as discussed in greater 

detail in Section III.A.1.c below. After 

careful consideration, we continue to 

believe that the amendments to risk/ 

return summary XBRL requirements to 

reflect the evolution of XBRL 

technology will offer benefits to data 

users and further believe that the 

modified compliance dates provide 

sufficient time for filers, software 

vendors, and filing agents to transition 

to Inline XBRL. 

b. Timing of Submission of Interactive 

Data File 

The Commission did not propose any 

changes to the timing of the required 

submission of the financial statement 

information XBRL data, nor are we 

adopting any, and operating companies 

will generally continue to be required to 

submit the Interactive Data File with the 

filing. 

With respect to risk/return summary 

information, currently an Interactive 

Data File for a Form N–1A filing, 

whether the filing is an initial 

registration statement or a post-effective 

amendment to it, must be submitted as 

an amendment to the registration 

statement to which the Interactive Data 

File relates.121 That amendment with 

the Interactive Data File also must be 

submitted after the registration 

statement or post-effective amendment 

that contains the related information 

becomes effective but not later than 15 

business days after the effective date of 


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122 Id. 123See General Instruction C.3.(g)(ii) to Form N– 

1A. 

124 Id. 

125See 2009 Risk/Return Summary Adopting 

Release, at 7754, n. 97 and accompanying and 

following text. 

126See proposed General Instruction C.3.(g)(i)(B) 

to Form N–1A. 

127With the exception of post-effective 

amendments filed pursuant to Rule 485(b)(1)(iii), a 

post-effective amendment filed under Rule 

485(b)(1) may become effective immediately upon 

filing. 

Paragraph (b)(1)(i) of Rule 485 permits a posteffective amendment filing for the purpose of 

bringing the financial statements up to date under 

Section 10(a)(3) of the Securities Act or Rule 3–12 

or 3–18 of Regulation S–X. 17 CFR 210.3–12 and 

210.3–18. 

Paragraph (b)(1)(ii) of Rule 485 permits a posteffective amendment filing for the purpose of 

complying with an undertaking to file an 

amendment containing financial statements, which 

may be unaudited, within four to six months after 

the effective date of the registrant’s registration 

statement under the Securities Act. 

Paragraph (b)(1)(v) of Rule 485 permits a posteffective amendment filing for the purpose of 

making any non-material changes which the 

registrant deems appropriate. 

Paragraph (b)(1)(vii) of Rule 485 permits a posteffective amendment filing for any other purpose 

which the Commission shall approve. 

128See letter from Federated I (stating that it is 

‘‘generally in support of allowing mutual funds to 

submit the interactive data files concurrently with 

certain post-effective amendments as we believe 

this would reduce administrative costs associated 

with filing interactive data separately’’). 

129See new General Instruction C.3.(g) to Form 

N–1A; see also new Rule 405(a)(3)(ii) of Regulation 

S–T. The amendments to these two provisions have 

the result of permitting fund filers to submit XBRL 

data concurrently with the Related Official Filing. 

130See letters from Morningstar and XBRL US. 

131 Id. 

132See letter from XBRL US. 

133 Id. See also letters from Federated II (stating 

that it submitted 1,291 filings, in addition to 336 

XBRL filings, in the past calendar year for its funds) 

and ICI II (referencing the letter from Federated II). 

134See letter from XBRL US. 

135See letters from Federated I and II, ICI I and 

II, and USBFS. 

136See letters from ICI I and II and Federated I 

and II. 

137 Id. One of these commenters estimated the 

additional mailing costs of sending the 

prospectuses separately at approximately $1.5 

million per year. See letter from Federated II. 

138See letter from USBFS. 

139See letter from ICI II. 

that registration statement or posteffective amendment.122

Funds also are required to submit an 

Interactive Data File for any form of 

prospectus filed that includes risk/ 

return summary information that varies 

from the registration statement.123 In the 

case of those filings, however, funds are 

permitted to file the Interactive Data 

File concurrently with the filing or up 

to 15 business days subsequent to the 

filing.124 As the Commission noted in 

the 2009 Risk/Return Summary 

Adopting Release, the period of 15 

business days was intended both to 

provide funds with adequate time to 

prepare the exhibit and to make the 

interactive data available promptly.125

i. Concurrent Submissions With Certain 

Post-Effective Amendment Filings 

To help facilitate efficiencies in the 

fund post-effective amendment filing 

process, the Commission proposed to 

permit funds to submit Interactive Data 

Files concurrently with certain posteffective amendments to fund 

registration statements.126 The 

Commission proposed this change in 

recognition of the fact that, in its 

experience, post-effective amendments 

filed pursuant to these paragraphs of 

Rule 485 generally are not subject to 

further revision.127

We received one comment letter on 

this aspect of the proposal. The 

commenter expressed support for the 

proposed amendment, believing that 

administrative costs would be reduced 

relative to making a separate filing for 

submitting the XBRL data.128 After 

considering commenter input, and to 

provide funds with flexibility to achieve 

cost and administrative efficiencies, we 

are adopting the amendments as 

proposed.129

ii. 15 Business Day Filing Period 

To improve the timeliness of the 

availability of risk/return summary 

XBRL information, the Commission 

proposed to eliminate the 15 business 

day filing period for the submission of 

the Interactive Data File accorded to all 

fund filings containing risk/return 

summaries (initial registration 

statements; post-effective amendments; 

and forms of prospectuses that include 

risk/return summary information that 

varies from the registration statement). 

At the same time, the Commission 

sought comment on whether a different 

length filing period might be more 

appropriate. In proposing to mandate 

the use of Inline XBRL, the Commission 

noted that Inline XBRL involves 

embedding XBRL data directly into the 

filing. Inline XBRL thereby reduces the 

need for this filing delay, which is 

typically used to prepare and review a 

separate XBRL-only filing. 

Two commenters supported the 

Commission’s proposal to eliminate the 

15 business day filing period.130 These 

commenters noted that the elimination 

of the 15 business day filing period 

would allow data aggregators to process 

and share the information more quickly 

with investors, who are the end-users. 

This is because aggregators would no 

longer have to either wait 15 business 

days or manually extract information 

from the HTML or ASCII version of the 

risk/return summary in order to provide 

the information to investors in a more 

timely manner, which itself takes 

time.131 One commenter, while 

supporting elimination of the current 

filing period, noted that funds are 

‘‘accustomed to taking advantage of the 

15-day grace period’’ and so would need 

to enact major workflow changes if this 

period is eliminated, likely requiring 

increased staffing levels and resulting in 

higher costs for both funds and their 

vendors.132 This commenter also 

acknowledged that funds may encounter 

greater challenges than operating 

companies under the proposed 

amendments, given that many fund 

complexes must make multiple, 

simultaneous filings for the funds they 

sponsor or manage.133 This commenter 

asked the Commission to consider 

giving funds more time to make the 

transition to Inline XBRL due to these 

challenges, but nevertheless urged the 

Commission to adopt the proposal, 

believing that moving the marketplace 

to a single standard—Inline XBRL— 

would be ‘‘beneficial to all stakeholders 

over the long-term.’’ 134

Three commenters expressed 

concerns about the costs, changes in 

workflow, and loss of flexibility 

associated with the elimination of the 

15 business day filing period.135 Two 

commenters proposed that the 

Commission preserve the 15 business 

day filing period to allow funds time to 

work through any technical difficulties 

that may occur with the tagging process 

and review and approve the tagged 

filings.136 These commenters also stated 

that, for those funds that mail the 

prospectus and shareholder report 

together, the shorter timeframe for 

Inline XBRL review would increase the 

likelihood of having to mail the 

prospectus and shareholder report 

separately, which if it occurred, would 

increase the mailing costs for fund 

shareholders.137

One commenter did not support 

eliminating the current XBRL filing 

period, but stated that funds would not 

be burdened by shortening this period 

from 15 business days to 10 business 

days.138 Another commenter suggested, 

as an alternative, shortening the 15 day 

timeframe to 7 days.139

After evaluating comments received 

on this issue, and in light of our 

decision to require the use of Inline 

XBRL for fund filers as proposed, we are 

eliminating the current 15 business day 

filing period for risk/return summary 

XBRL data. As a result: 

• For post-effective amendments filed 

pursuant to paragraph (b)(1)(i), (ii), (v), 

or (vii) of Rule 485, Interactive Data 


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40856 Federal Register / Vol. 83, No. 159 / Thursday, August 16, 2018 / Rules and Regulations 

140See new General Instruction C.3.(g)(i)(B) to 

Form N–1A. 

141 See new General Instruction C.3.(g)(i)(A) to 

Form N–1A. 

142See new General Instruction C.3.(g)(ii) to Form 

N–1A. 

143See letters from Morningstar and XBRL US. 

144 Id. 

145See Trevor S. Harris and Suzanne Morsfield, 

‘‘An Evaluation of the Current State and Future of 

XBRL and Interactive Data for Investors and 

Analysts’’—‘‘White Paper Number Three,’’ 

Columbia Business School Center for Excellence in 

Accounting and Security Analysis (December 2012), 

https://www8.gsb.columbia.edu/rtfiles/ceasa/ 

An%20Evaluation%20of%20the

%20Current%20State%20and%20Future%20of

%20XBRL%20and%20Interactive%20Data

%20for%20Investors%20and%20Analysts.pdf 

(retrieved Jun. 20, 2018), at 38 (stating that filers 

have transitioned over time to integrated disclosure 

management solutions). Consistent with this 

observation, approximately 71% of operating 

company filers relied on integrated solutions in the 

2013 FERF survey, compared to approximately 54% 

of operating company filers in the 2012 FERF 

survey. See FERF Study, at 6; William Sinnett, SEC 

reporting and the impact of XBRL: 2012 survey, 

Financial Executives Research Foundation (Nov. 15, 

2013), at 25–26. 

146See AICPA Study. 

147See note 57 above. 

148See Release No. IC–33115 (June 5, 2018) 83 FR 

29158. 

149See letter from Federated II. 

Files must be filed either concurrently 

with the filing or in a subsequent 

amendment that is filed on or before the 

date that the post-effective amendment 

that contains the related information 

becomes effective; 140

• For initial registration statements 

and post-effective amendments filed 

other than pursuant to paragraph 

(b)(1)(i), (ii), (v), or (vii) of Rule 485, 

Interactive Data Files must be filed in a 

subsequent amendment on or before the 

date the registration statement or posteffective amendment that contains the 

related information becomes 

effective; 141 and 

• For any form of prospectus filed 

pursuant to Rule 497(c) or (e), funds 

must submit the Interactive Data File 

concurrently with the filing.142

We recognize that many funds will 

experience changes in workflow and 

associated costs once the filing period is 

eliminated. However, we believe that 

eliminating the 15 business day filing 

period will significantly improve the 

timely availability of risk/return 

summary XBRL information for 

investors, other market participants, and 

other data users, yielding substantial 

benefits. Two commenters indicated 

that the benefits of XBRL data are 

currently not being realized for many 

potential data users, including data 

aggregators and (indirectly) investors, 

due to the filing period.143 For data 

aggregators responding to demand for 

the data earlier than 15 business days 

after the effective date of the related 

filing, eliminating this period will 

remove the need for time consuming 

manual extraction of this information 

from HTML or ASCII filings and allow 

data aggregators to obtain this data 

earlier, thereby expediting the 

availability of the data and related 

analysis to investors.144 Further, the 

transition of funds to Inline XBRL will 

entail embedding XBRL tags into the 

HTML filing, reducing the need for a 

separate XBRL filing period. 

In addition, eliminating the current 15 

day filing period could have other, 

indirect beneficial effects. We 

understand some funds currently 

provide more timely return information 

to some data aggregators. However, 

funds do not provide other information 

contained in the risk/return summary 

information on a more timely basis, 

such as fee and risk information, which 

data aggregators also use to provide 

information products to investors. 

Providing more timely XBRL data may 

enable data aggregators to better 

compete in providing timely 

information to investors. Today, only 

those aggregators with sufficient 

resources to manually extract this 

information from the text filings can 

respond to demands to provide 

investors with more timely data. 

Further, in the staff’s experience, risk/ 

return summary information is 

relatively standardized and the list of 

XBRL data elements that are tagged in 

the risk/return summary should not 

vary substantially from period to period, 

minimizing the impact of workflow 

changes in this area. Therefore, we do 

not see a compelling reason to retain 

even a shortened filing period, such as 

10 or 7 days, and note that any delayed 

filing period would undermine the 

timeliness and usability benefits. 

We also note that, while funds may 

currently use the 15 business day filing 

period to review the XBRL data, 

operating companies prepare, review, 

and file XBRL data without an 

additional filing period. Compared to 

fund filings with risk/return summaries, 

operating company XBRL filings entail 

a more complex taxonomy, with more 

data elements, as well as more instances 

of numeric data being embedded into 

text. Studies have shown that 

concurrent submission of the HTML and 

XBRL data for operating companies 

began with a standalone approach and 

over time transitioned to an integrated 

approach as technology developed to 

achieve efficiencies.145 For example, 

one recent study found that the median 

small filer paid $10,000 or less for fully 

outsourced XBRL preparation.146

Similarly, preliminary statistics from a 

pricing survey being conducted by the 

AICPA and XBRL US indicate that the 

cost of XBRL formatting has declined 

41% since 2014 and that the average 

cost of XBRL preparation for small 

reporting companies in 2017 averaged 

$5,850 per year.147 The experience of 

operating companies leads us to believe 

that, while many funds may not 

currently use an integrated approach to 

XBRL preparation and filing, with the 

concurrent HTML and XBRL filing, 

funds will likely transition to an 

integrated approach to achieve 

efficiencies. We would expect, after the 

initial transition, the costs to funds of 

preparing and reviewing XBRL 

submissions using an integrated 

approach similarly to go down over 

time, as they have for operating 

companies. 

We anticipate that the technology and 

related workflow changes that 

accompany the transition to Inline 

XBRL will partly mitigate the concern 

about certain fund groups having to 

mail prospectuses separately if the 15 

business day filing period is eliminated, 

because XBRL tags will be embedded in 

the HTML filing. In addition, based on 

staff analysis of fund filing data on 

EDGAR, most fund groups currently 

mail prospectuses and shareholder 

reports separately. Finally, recently 

adopted 17 CFR 270.30e–3 (‘‘Rule 30e– 

3’’ under the Investment Company Act) 

will provide certain registered 

investment companies with an optional 

method to satisfy their obligations to 

transmit shareholder reports by making 

such reports and other materials 

accessible at a website address and 

mailing investors a short paper notice 

indicating how to access the reports.148

This change may reduce the mailing 

costs associated with shareholder 

reports, thereby potentially mitigating 

some of these concerns. 

The amendments eliminating the 15 

business day filing period do not change 

the liability provisions related to the 

Interactive Data File. One commenter 

recommended a temporary modification 

to the liability provisions pertaining to 

the Interactive Data File for risk/return 

summary filings following the 

elimination of the 15 business day filing 

period, similar to the temporary 

modified liability provision that was put 

in place when the XBRL requirements 

were adopted in 2009.149 Given that we 

have delayed compliance with the 

Inline XBRL requirement and the 

elimination of the 15 business day 

period until two years after the effective 

date for funds that, together with other 

investment companies in the same 


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150For these purposes, the definition of a ‘‘group 

of related investment companies’’ is the same as the 

term defined in Rule 0–10 under the Investment 

Company Act [17 CFR 270.0–10]. Rule 0–10(a)(1) 

defines the term as applied to management 

investment companies as two or more management 

companies (including series thereof) that (i) hold 

themselves out to investors as related companies for 

purposes of investment and investor services; and 

(ii) either (A) have a common investment adviser 

or have investment advisers that are affiliated 

persons of each other, or (B) have a common 

administrator. We believe that this broad definition 

would encompass most types of fund complexes 

and therefore is an appropriate definition for 

compliance date purposes. 

151Form 10–Q filers will not become subject to 

the Inline XBRL requirements with respect to Form 

10–K or any other form, however, until after they 

have been required to comply with the Inline XBRL 

requirements for their first Form 10–Q for a fiscal 

period ending on or after the applicable compliance 

date for the respective category of filers. 

152See Rule 405 under the Securities Act [17 CFR 

230.405] and Rule 3b–4(c) under the Exchange Act 

[17 CFR 240.3b–4(c)]. 

153See new Rule 405(f)(1)(i). 

154See note 161 below. 

155Form 20–F and 40–F filers do not have 

quarterly report filing obligations and are therefore 

not affected by this provision. 

156As an example, a Form 10–Q filer in the first 

phase-in group with a calendar fiscal year end will 

be required to begin compliance with the Inline 

XBRL requirement with its Form 10–Q for the 

period ending June 30, 2019. As a further example, 

a Form 10–Q filer in the first phase-in group with 

a June 30 fiscal year end will be required to begin 

compliance with the requirement with its Form 10– 

Q for the period ending September 30, 2019. 

157See, e.g., letters from AICPA, Kumar, Merrill, 

and XBRL US (also citing a survey of filers among 

which 71% supported a phase-in and 13% did not, 

while 52% thought that one year was the right 

amount of time before the first phase of filers is 

required to comply). 

158See, e.g., letters from EY and FEI. 

159See Rule 405 under the Securities Act and 

Rule 12b–2 of the Exchange Act [17 CFR 240.12b– 

2]. 

160See letter from BIO. 

161See, e.g., letters from AICPA, EY, and Kumar. 

‘‘group of related investment 

companies,’’ 150 have net assets of $1 

billion or more as of the end of their 

most recent fiscal year (‘‘large fund 

groups’’) and three years after the 

effective date for small fund groups, as 

discussed in greater detail in Section 

III.A.1.c below, we do not believe that 

such a temporary liability modification 

is necessary. 

c. Phase-In of the Inline XBRL 

Requirements 

We are adopting phased compliance 

dates substantially as proposed, with 

modifications to further mitigate the 

potential burden of the initial transition 

on filers and preparers: 

Operating companies Compliance date 151

Large accelerated filers that prepare their financial statements in accordance with U.S. GAAP.Fiscal periods ending on or after June 15, 2019. 

Accelerated filers that prepare their financial statements in accordance 

with U.S. GAAP.

Fiscal periods ending on or after June 15, 2020. 

All other filers ............................................................................................ Fiscal periods ending on or after June 15, 2021. 

Funds Compliance date 

Any initial registration statement (or post-effective amendment that is 

an annual update to an effective registration statement) that becomes effective on or after: 

Large fund groups .................................................................................... September 17, 2020 (two years after the effective date of the amendments) 

Small fund groups .................................................................................... September 17, 2021 (three years after the effective date of the amendments) 

Except as noted below, based on the 

information on vendor readiness 

provided by commenters and the staff’s 

observations of developments in the 

XBRL preparation industry and 

experience with voluntary Inline XBRL 

filings pursuant to the Exemptive Order, 

we are adopting a three-year phase-in 

for operating companies, as proposed: 

(i) Large accelerated filers that prepare 

their financial statements in accordance 

with U.S. GAAP will be required to 

comply with Inline XBRL for financial 

statements for fiscal periods ending on 

or after June 15, 2019; (ii) accelerated 

filers that prepare their financial 

statements in accordance with U.S. 

GAAP will be required to comply with 

Inline XBRL for financial statements for 

fiscal periods ending on or after June 15, 

2020; and (iii) all other operating 

company filers that are subject to 

financial statement information XBRL 

requirements, including foreign private 

issuers (‘‘FPIs’’) 152 that prepare their 

financial statements in accordance with 

IFRS, will be required to comply with 

Inline XBRL for financial statements for 

fiscal periods ending on or after June 15, 

2021.153

In a modification from the proposal, 

in response to comments,154 domestic 

form filers 155 will be required to 

comply beginning with their first Form 

10–Q for a fiscal period ending on or 

after the applicable compliance date, as 

opposed to the first filing for a fiscal 

period ending on or after that date, to 

enable filers to gain experience with 

Inline XBRL through less complex 

filings.156 This approach is similar to 

the approach in the 2009 Financial 

Statement Information Adopting 

Release, which was intended to 

facilitate the transition of filers to 

financial statement information XBRL 

requirements. 

Most commenters that addressed the 

proposed phase-in for operating 

companies supported it.157 Some 

commenters supported the general 

phase-in approach but recommended 

postponing the compliance dates until 

after the third quarter of 2018 or 

creating a fourth early phase-in category 

for the largest 500 filers.158 One of these 

commenters supported the phase-in for 

smaller filers because of potential cost 

increases during the transition period 

and specifically suggested that emerging 

growth companies (‘‘EGCs’’) 159 be 

added to the third phase-in category.160

Several commenters proposed adjusting 

the compliance dates for the Inline 

XBRL requirement so that they initially 

apply to quarterly reports on Form 10– 

Q rather than Form 10–K, due to the 

lower complexity of Form 10–Q.161

Some commenters expressed a 

concern about the initial transition of 

operating companies to Inline XBRL 

because not all software vendors and 

filing agents are currently Inlinecapable.162 One of those commenters 

stated that the relative burden of initial 

transition for filers would depend on 

vendor readiness and that compliance 


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162See, e.g., letters from Cigna and FEI. 

163See letter from FEI. 

164See letters from Workiva I and CFA Institute. 

165See letter from Workiva I. 

166See, e.g., letters from ACI; IRIS; Workiva I; 

Merrill; XBRL US (‘‘At the latest, all XBRL US 

vendor members will be ready to file using inline 

XBRL by the second quarter of 2019.’’). 

167See, e.g., letters from Morningstar; 

Octachoron; TagniFi; XBRL US (‘‘We held informal 

discussions with several of these organizations 

ranging from startup companies . . . to large 

established organizations . . . These organizations, 

which today use XBRL-formatted US corporate 

data, indicated that extracting data from Inline 

XBRL is the same as extracting data from 

conventional XBRL files. Several indicated that 

they have already begun to use Inline XBRL given 

its availability in other non-US markets. Of these, 

the cost to do so was minimal, requiring zero to 

little change to their current process.’’). 

168See notes 115–119 above and accompanying 

text. 

169See letter from USBFS. 

170See letters from Federated I and II. 

171See letter from XBRL US. 

173See letter from Workiva II. 

174Operating companies may continue to 

voluntarily file certain Exchange Act reports in 

Inline XBRL prior to that time pursuant to the 

Exemptive Order, which will cease to be operative 

once voluntary reporting under the amendments is 

permitted. See note 48 above and accompanying 

text. 

175See new Rule 405(f)(2) and (3). 

176See Rule 405 under the Securities Act, Rule 

12b–2 under the Exchange Act and Item 10(f) of 

Regulation S–K [17 CFR 229.10(f)]. 

dates should reflect this.163 However, 

two commenters opposed a phase-in, 

stating that the costs of Inline XBRL 

transition would be minimal and that 

the phase-in would lower the benefits to 

data users.164 One of those commenters 

suggested that compliance should begin 

with quarterly filings ending on or after 

June 15, 2019.165 In addition, a number 

of commenters stated that the Inline 

XBRL transition would involve either 

no burden or only a small burden for 

filers and preparers because many 

vendors already include the Inline 

XBRL capability as part of their software 

package or could easily incorporate it as 

they have for their foreign customers 

that are required to use Inline XBRL for 

other reporting purposes.166 Several 

commenters also stated that the Inline 

XBRL transition would have little 

impact on data users’ existing processes 

for analyzing XBRL data and that many 

of them already use Inline XBRL data 

from foreign jurisdictions.167

After considering commenter input, 

we are not introducing additional 

phase-in categories, postponing the 

compliance date for EGCs, or making 

further modifications to the phase-in for 

operating companies. We do not believe 

that the potential incremental benefits 

to some filers from such changes would 

offset the increased complexity and 

delays of the benefits of Inline XBRL for 

market participants and other data 

users. EGCs will be required to comply 

beginning with fiscal periods ending on 

or after June 15, 2020, or June 15, 2021, 

depending on filer status and basis of 

accounting. Because the relative burden 

for filers of the fixed costs of initial 

transition to Inline XBRL, if any, is 

likely to depend on filer size, we believe 

that this approach provides smaller EGC 

filers, and other smaller filers, with 

sufficient time to transition to Inline 

XBRL. 

With respect to funds, the 

Commission proposed a two-year phasein based on net asset size. Specifically, 

for large fund groups, it proposed a 

compliance date of one year after the 

effective date to comply with the new 

requirements. For small fund groups, 

the Commission proposed a compliance 

date of two years after the effective date, 

to provide these filers with an 

additional year to comply with the new 

requirements. 

Several commenters expressed 

concerns about the workflow and 

vendor changes that may be required for 

funds to transition to Inline XBRL and 

adjust to the elimination of the 15 

business day filing period.168 In 

particular, one commenter stated that 

‘‘to the extent the Commission 

determines to proceed in adopting the 

Proposed Rule, we encourage the 

Commission to provide mutual funds 

and their filing agents a minimum of 

two years to plan for and implement the 

changes needed to comply with the 

Proposed Rule.’’ 169 Another commenter 

stated that one year would not be ‘‘a 

realistic timeframe for implementation 

of the proposed amendments’’ and 

suggested 18 months ‘‘as a more 

achievable compliance date.’’ 170

Another commenter supported the 

Inline XBRL requirement for funds and 

the elimination of their 15 business day 

filing period but suggested that ‘‘the 

Commission may want to consider 

giving mutual funds more time to make 

the transition than operating 

companies’’ given the likely workflow 

changes in instituting these 

amendments.171

After considering commenters’ 

concerns, and consistent with their 

suggestions, to provide funds and 

vendors with additional time to 

implement any necessary workflow 

changes, we are extending the phase-in 

with respect to the Inline XBRL and 

timing requirements for risk/return 

summary XBRL data and modifying the 

compliance dates to two years after the 

effective date of the amendments for 

large fund groups and three years after 

the effective date of the amendments for 

small fund groups.172

We believe that these compliance 

dates will provide sufficient time for 

filers, filing agents, and software 

vendors to transition to Inline XBRL and 

adjust to the elimination of the extended 

filing period. Given that any fixed cost 

of initial transition may have a 

relatively greater impact on smaller 

filers, this approach will give such filers 

time to develop related expertise, as 

well as the opportunity to benefit from 

the experience of larger filers with 

Inline XBRL. The phase-in is also 

expected to provide filing agents and 

software vendors with additional time 

to transition to Inline XBRL and develop 

related expertise. 

Similar to the proposal and consistent 

with a commenter’s suggestion,173 the 

amendments will permit all filers to file 

using Inline XBRL prior to the 

compliance date for each category of 

filers. Filers will be able to file in Inline 

XBRL under the amendments once the 

EDGAR system has been modified to 

accept submissions in Inline XBRL for 

all forms subject to the amendments, 

which is anticipated to be March 

2019.174 Notice of EDGAR system 

readiness to accept filings in Inline 

XBRL will be provided in a manner 

similar to notices of taxonomy updates 

and EDGAR Filer Manual updates. We 

believe that offering filers the option to 

file using Inline XBRL before the 

compliance date will enable filers that 

are ready to transition to Inline XBRL to 

begin realizing the benefits of Inline 

XBRL sooner. It will also enable vendors 

and filing agents used by early Inline 

XBRL adopters to gain valuable 

expertise that may help facilitate the 

transition to Inline XBRL for filers that 

transition to Inline XBRL at a later time. 

Otherwise, prior to the applicable 

compliance date, filers that do not file 

using Inline XBRL will continue to be 

required to submit the entire Interactive 

Data File as an exhibit, as they do 

currently.175

d. Scope of the Inline XBRL 

Requirements 

The Inline XBRL requirements for 

financial statement information will 

apply to all operating company filers, 

including smaller reporting companies 

(‘‘SRCs’’),176 EGCs, and FPIs that are 

currently required to submit financial 

statement information in XBRL. Several 

commenters supported our proposal not 

to exempt individual categories of 

operating company filers subject to 

XBRL requirements from the Inline 

XBRL requirement, citing data quality 


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177See, e.g., letters from CFA Institute, Merrill, 

Morningstar, and XBRL US. 

178See letter from BIO. But see AICPA Study 

(discussing XBRL preparation costs for smaller 

filers) and note 67 above (discussing XBRL data use 

for smaller filers and biotechnology companies). 

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

180See Inline XBRL Proposing Release, at 14291. 

181See, e.g., letters from CFA Institute, Grant 

Thornton, Members of Congress, Morningstar, 

TagniFi, XBRL International, and XBRL US. 

182See, e.g., letters from CFA Institute, Data 

Coalition, Merrill, XBRL International, and XBRL 

US. 

183See letter from Gartner. 

184See note 178 above. 

185See letters from Federated I and II 

(recommending that we exempt funds from XBRL 

or replace XBRL with XML on Form N–CEN); ICI 

I and II (recommending that we exempt funds from 

XBRL); USBFS (recommending that we require 

funds to submit XBRL data only for forms of their 

prospectus that have been used to sell shares of the 

fund). 

186See letters from Federated (stating that filing 

tagged data on Form N–CEN would create 

consistency in data tagging language and allow the 

Commission and third-party information providers 

to access important data about a fund in one 

location) and ICI. See also Release No. IC–32314 

(Oct. 13, 2016) [81 FR 81870]. We note that, while 

funds are currently required to update their 

registration statements and file new XBRL data 

every time risk/return summary information 

changes, there is no requirement to update Form N– 

CEN (filed annually) for intra-year changes to its 

information. Therefore, filing risk/return summary 

tagged data on Form N–CEN could result in 

investors receiving risk/return summary 

information in a less timely manner. 

187See letter from USBFS. 

188See Inline XBRL Proposing Release, at 14291. 

189Website posting is currently required by Rule 

405(g) and General Instruction C.3.(g) to Form N– 

1A. 

190See 2009 Financial Statement Information 

Adopting Release, at 6791–6792. Similarly, in 

adopting the website posting requirement for risk/ 

return summary XBRL information, the 

Commission stated that website availability of the 

interactive data will encourage its widespread 

dissemination, contributing to lower access costs 

for users. See 2009 Risk/Return Summary Adopting 

Release at 7755–7756. 

191See 2009 Financial Statement Information 

Adopting Release, at 6807. See also 2009 Risk/ 

Return Summary Adopting Release, at 7767, n. 263 

(‘‘We believe the benefits will stem primarily from 

the requirement to submit interactive data to the 

Commission and the Commission’s disseminating 

that data.’’). 

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

and efficiency reasons.177 One 

commenter did not specifically address 

an exemption from the Inline XBRL 

format requirement but recommended 

exempting EGCs, SRCs, and 

nonaccelerated filers from XBRL 

requirements generally, citing concerns 

about cost and lack of use of XBRL 

data.178

We do not expect Inline XBRL to 

significantly affect the overall costs of 

compliance with XBRL requirements. 

While filers may incur a small initial 

transition cost, they also may realize 

reductions in ongoing costs of 

compliance with XBRL requirements.179

Furthermore, filers may realize 

reductions in ongoing costs due to the 

elimination of the website posting 

requirement. We have sought to 

alleviate the initial transition burden for 

filers through phased compliance dates. 

Given the benefits expected from the 

Inline XBRL requirement, the overall 

readiness of the Inline XBRL 

technology, and the input from 

commenters regarding vendor readiness, 

we are not exempting any filers that are 

subject to existing XBRL requirements. 

Exempting some categories of filers 

subject to XBRL requirements from 

Inline XBRL could reduce the aggregate 

data quality and usability benefits for 

investors, analysts, and other users and 

create a need for investors and other 

data users to maintain indefinitely the 

support for both sets of technologies, 

potentially resulting in ongoing 

inefficiencies. 

Some commenters addressed the 

scope of information subject to XBRL 

requirements more generally, although 

no such changes were contemplated as 

part of the Inline XBRL Proposing 

Release.180 Several commenters 

expressed overall support for XBRL 

requirements in general 181 or suggested 

expanding the scope of operating 

company information that is required to 

be tagged,182 or is permitted to be 

tagged,183 in XBRL, while other 

commenters recommended exemptions 

from XBRL requirements for certain 

operating companies 184 or funds,185

citing concerns about cost. 

Two commenters recommended that, 

to the extent that the Commission 

wishes to modernize structured 

disclosure requirements for fund filers, 

it should rescind the existing XBRL 

requirements for risk/return summary 

information and replace them with 

requirements to tag certain risk/return 

summary information in the XML 

format on Form N–CEN.186 Another 

commenter recommended that risk/ 

return summary XBRL requirements 

apply only to forms of prospectuses that 

have been used to sell shares of the 

fund.187

As the Commission stated in the 

Inline XBRL Proposing Release, these 

amendments are aimed at modernizing 

existing XBRL requirements to 

incorporate developments in the XBRL 

technology since the 2009 adoption of 

these requirements.188 Therefore, at this 

time, we are not changing the categories 

of operating company or fund filers, or 

the scope of operating company or fund 

disclosures, that are subject to these 

XBRL requirements. 

2. Elimination of the Website Posting 

Requirements 

We are adopting, as proposed, the 

elimination of the XBRL website posting 

requirements for financial statement 

information and risk/return 

summaries.189

In the 2009 Financial Statement 

Information Adopting Release and the 

2009 Risk/Return Summary Adopting 

Release, the Commission stated that it 

thought that the website availability of 

the interactive data would encourage its 

widespread dissemination, make it 

easier and faster for investors to collect 

information on a particular filer, enable 

search engines and other data 

aggregators to more quickly and cheaply 

aggregate the data and make them 

available to investors, and potentially 

increase the reliability of data 

availability to the public.190 However, 

the Commission also noted that this 

benefit could be limited since investors 

seeking to aggregate machine-readable 

XBRL data across companies, manually 

or through an automated process, may 

find XBRL exhibits posted on individual 

filers’ websites less useful.191

We believe, based on our experience, 

that users of XBRL data generally do not 

seek the information directly from 

individual filers’ websites; rather, they 

obtain the data from a more central 

repository of the data, such as the 

Commission’s EDGAR system or thirdparty aggregators. We believe that access 

to XBRL data for purposes of 

aggregation and processing, whether by 

data aggregators or individual data 

users, is most efficiently achieved when 

such machine-readable data is 

consistently organized (e.g., with 

respect to directory structure) and made 

available at a single source. Based on 

our experience since the Commission 

adopted the website posting 

requirements in 2009, we believe that 

potential data users can obtain 

sufficiently reliable access to XBRL data 

through EDGAR and do not need the 

backup of a website posting on a filer’s 

website to access the XBRL data. Thus, 

data users should not incur significant 

costs from the elimination of the 

requirement to post the XBRL data on 

filers’ websites. Operating companies 

and funds are expected to recognize a 

modest benefit from the elimination of 

this requirement.192

All of the commenters that addressed 

this aspect of the proposal supported 

eliminating the website posting 

requirements, citing the lack of utility to 

data users and/or the potential cost 


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193See, e.g., letters from CFA Institute; Federated 

I and II; ICI I; Merrill; USBFS (supporting 

elimination but noting that it will not generate cost 

savings and may entail a small cost to modify the 

website to remove XBRL links and pages); and 

Workiva I. 

194See letter from Federated II. 

195We are amending Regulation S–T to remove 

Rule 401 that specifies voluntary program 

requirements and making related technical and 

conforming changes. 

196See Note to Paragraph (c) of Rule 201. 

197See 2009 Risk/Return Summary Adopting 

Release, at 7757, n. 129. 

198This change in terminology makes Rule 497 

consistent with Rule 485 under the Securities Act. 

199 15 U.S.C. 77b(b). 

200 15 U.S.C. 78c(f). 

201 15 U.S.C. 80a–2(c). 

202 15 U.S.C. 78w(a)(2). 

203See Section II.B above. 

204One comment letter requested that the 

Commission quantify the benefits of the proposal. 

See letter from Federated II. 

savings to filers.193 One commenter that 

is a filer of risk/return summary 

information noted that an average of 

only three users per month access XBRL 

risk/return summary information 

through that filer’s website.194

After considering the input from 

commenters, we agree that data users 

will not benefit from continued 

application of the website posting 

requirements, in light of the greater 

efficiency of retrieving XBRL data from 

EDGAR or other sources for purposes of 

aggregation and analysis. We continue 

to believe that most filers will realize a 

small benefit from the elimination of the 

website posting requirements, although 

the magnitude of the benefit for the 

average filer is likely to be small. 

3. Termination of the 2005 XBRL 

Voluntary Program 

We are adopting, as proposed, the 

termination of the 2005 XBRL Voluntary 

Program for financial statement 

information interactive data.195

Subsequent to the adoption of the 

interactive data requirements for 

financial statement information for 

operating companies in 2009, the only 

filers that remain eligible for the 

program are registered investment 

companies, BDCs, and other entities that 

report under the Exchange Act and 

prepare their financial statements in 

accordance with Article 6 of Regulation 

S–X. No commenters objected to the 

termination of the program and given its 

very infrequent use, we do not believe 

that its continued existence will provide 

significant benefits. 

4. Technical Amendments 

We are adopting, as proposed, certain 

technical, conforming changes to the 

rules for hardship exemptions, current 

public information under Rule 144(c)(1) 

under the Securities Act, and form 

eligibility, consistent with the changes 

in format to the Interactive Data File and 

elimination of the website posting 

requirements. In addition, in Regulation 

S–T, we are deleting the definition of 

‘‘promptly’’ from Rule 11 because it was 

used only in 17 CFR 232.406T (‘‘Rule 

406T’’), which has expired, and deleting 

references to Forms S–2 and F–2 

because those forms have been 

eliminated. 

Although not proposed, we are 

adopting additional technical, 

conforming changes consistent with the 

elimination of the 2005 XBRL Voluntary 

Program and additional technical 

clarifying changes. In connection with 

the elimination of the 2005 XBRL 

Voluntary Program, these changes affect 

Item 601(b)(100) of Regulation S–K; a 

heading within and Rules 11, 305(b), 

and 402 of Regulation S–T; Rules 13a– 

14(f) and 15d–14(f) under the Exchange 

Act; paragraph 100 of the Instructions as 

to Exhibits of Form 20–F; paragraph 

C.(5) of the General Instructions to Form 

6–K; Rules 8b–1, 8b–2, 8b–33, and 30a– 

2(d) under the Investment Company 

Act; and General Instruction B.4.(b) of 

Form N–1A under the Investment 

Company Act. 

We are substituting the term ‘‘filing’’ 

for ‘‘form’’ in the definition of 

Interactive Data File in Rule 11 of 

Regulation S–T and in some instances 

within Rule 405 of Regulation S–T 

because the term ‘‘filing’’ better 

describes the range of documents 

subject to XBRL requirements. Also, we 

are altering proposed Rules 201(c)(1) 

and 202(c)(2) under Regulation S–T to 

specify that when a hardship exemption 

is received the document required to set 

forth a related legend must appear 

where the Interactive Data File exhibit 

otherwise would have appeared. 

Further, we are amending Rule 201 

under Regulation S–T to adopt a 

temporary hardship exemption for the 

inability to timely file Interactive Data 

Files for risk/return summary 

information.196 Since 2009, while 

operating companies could avail 

themselves of both the temporary 

hardship exemption under Rule 201 and 

continuing hardship exemption under 

Rule 202, funds were limited to 

continuing hardship exemptions. The 

2009 Risk/Return Summary Adopting 

Release explained that while the 

Commission was adopting a continuing 

hardship exemption with respect to 

risk/return summary information data, 

the Commission was not adopting a 

temporary hardship exemption because 

the final rules included a 15 business 

day filing period for submitting the 

Interactive Data File.197 Because we are 

eliminating the 15 business day filing 

period, we are amending Rule 201 to 

similarly allow funds to avail 

themselves of the temporary hardship 

exemption. 

Additionally, we are adopting 

technical changes to Rule 485 under the 

Securities Act to account for the 

elimination of the website posting 

requirements. We are also adopting 

technical changes to paragraphs (c) and 

(e) of Rule 497 under the Securities Act 

to indicate that a fund that files 

pursuant to Rule 497 must, if applicable 

pursuant to General Instruction C.3.(g) 

of Form N–1A, ‘‘submit’’ an Interactive 

Data File.198

B. Potential Economic Effects of the 

Amendments 

We are mindful of the costs imposed 

by and the benefits obtained from our 

rules. Securities Act Section 2(b),199

Exchange Act Section 3(f),200 and 

Investment Company Act Section 

2(c) 201 require us, when engaging in 

rulemaking that requires us to consider 

or determine whether an action is 

necessary or appropriate in the public 

interest, to consider, in addition to the 

protection of investors, whether the 

action will promote efficiency, 

competition, and capital formation. 

Additionally, Exchange Act Section 

23(a)(2) requires us, when adopting 

rules under the Exchange Act, to 

consider the impact that any new rule 

will have on competition and not to 

adopt any rule that will impose a 

burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Exchange Act.202

The amendments aim to increase the 

efficiency and lower the cost of 

compliance with the existing XBRL 

requirements through process 

improvements associated with the 

Inline XBRL technology and the 

elimination of the website posting 

requirements. The discussion below 

addresses the potential economic effects 

of the amendments, including their 

likely costs and benefits, as well as the 

likely effects of the amendments on 

efficiency, competition, and capital 

formation, relative to the economic 

baseline, which is comprised of XBRL 

practices in existence today.203

At the outset, we note that, where 

possible, we have attempted to quantify 

the costs and benefits expected to result 

from the amendments to the XBRL 

requirements.204 However, in some 

cases we have been unable to quantify 

the economic effects. For example, it is 

difficult to quantify the extent to which 

Inline XBRL will enhance the quality 


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205Funds are not eligible to voluntarily file in 

Inline XBRL pursuant to the Exemptive Order. 206See Inline XBRL Proposing Release, at 14293– 

4, nn. 154, 155, and 162. See also notes 86–88 

above. 207See Inline XBRL Proposing Release, at 14293– 

4, nn. 155, 156. See also note 85 above. 

208Such metadata include, for example, 

definitions, reporting period information, data type, 

and related references. 

209See note 85 above. 

210See, e.g., letters from ICI I (regarding risk/ 

return summaries) and Pergamit. 

211See Inline XBRL Proposing Release, at 14294. 

212Software vendors and filing agents that 

currently use the integrated XBRL preparation 

approach, combining the processes of creating 

interactive data tags and an HTML document, 

cannot presently take full advantage of the resulting 

efficiency because of current requirements. At 

present, filing agents and/or filers that use 

integrated XBRL solutions must expend the effort, 

albeit minimal, to split out the interactive data and 

save it to a separate instance document for filing. 

213See also note 89 above and accompanying text. 

214 44 U.S.C. 3501 et seq. 

215See Section V.C.1 below. Compared to the 

existing XBRL requirements for operating 

companies, the annual internal burden per filer for 

Inline XBRL filers is expected to be approximately 

1 hour lower in the first year (1 response × (8 ¥ 

2) hours + 3.5 responses × ( ¥ 2) hours) and 9 hours 

lower after the first year (4.5 responses × ( ¥ 2) 

hours); the annual external cost per filer for Inline 

XBRL filers is expected to be approximately $22.50 

higher, beginning in the first year (4.5 responses × 

$5). 

Compared to the existing XBRL requirements for 

funds, the annual internal burden per filer for Inline 

XBRL filers is expected to be approximately 3.32 

hours higher in the first year (1 response × (4 ¥ 

0.5) hours + 0.36 responses × (¥ 0.5) hours) and 

0.68 hours lower after the first year (1.36 responses 

× (¥ 0.5) hours); the annual external cost per filer 

for Inline XBRL filers is expected to be 

approximately $10 higher, beginning in the first 

year. 

216See Inline XBRL Proposing Release, at 14288, 

n. 83 and at 14293–4, n. 155. Filers that do not 

currently use an integrated approach may achieve 

greater benefits in data quality and efficiency from 

the more integrated process that Inline XBRL offers. 

See notes 117–119 above (discussing the use of a 

standalone approach by fund filers). 

217Existing format requirements for Interactive 

Data Files include the element accuracy 

requirement, which provides that each data element 

(i.e., all text, line item names, monetary values, 

percentages, numbers, dates, and other labels) 

contained in the Interactive Data File must reflect 

the same information in the corresponding data in 

the Related Official Filing. See Rule 405(c)(1)(i) of 

Regulation S–T. 

We also note that the incremental effects of Inline 

XBRL on the reduction in XBRL errors will be 

smaller if other ongoing initiatives continue to 

reduce XBRL data errors. For example, the XBRL 

US Data Quality Committee periodically publishes 

guidance and validation rules to help public 

companies detect inconsistencies or errors in their 

XBRL-formatted financial data, such as incorrect 

Continued 

and usability of XBRL data and, if so, 

how it will affect XBRL data use. We 

have been able to gain some insight into 

the potential economic effects of the 

amendments based on the experience of 

filers that have used Inline XBRL on a 

voluntary basis pursuant to the 

Exemptive Order; however, these 

insights are necessarily limited by the 

relatively small and self-selected nature 

of this subset of filers. 

We assess the potential impact of the 

amendments relative to the economic 

baseline, which includes existing XBRL 

requirements, information about filers 

subject to these requirements, and 

current practices related to XBRL filing 

and use, described in Section II above. 

1. Inline XBRL Requirements 

a. Use of Inline XBRL 

i. Benefits 

After considering the input from 

commenters, as well as the experience 

of operating companies that voluntarily 

filed in Inline XBRL,205 we continue to 

believe that filing in Inline XBRL has 

the potential to benefit both filers and 

users of this information. In particular, 

we continue to believe that the use of 

Inline XBRL may reduce the time and 

effort associated with preparing XBRL 

filings; simplify the review process for 

filers; and improve the quality and 

usability of XBRL data and thus increase 

the use of XBRL data by investors, other 

market participants, and other data 

users.206

Embedding XBRL data in an HTML 

document rather than tagging a copy of 

the data to create a separate XBRL 

exhibit should increase the efficiency 

and effectiveness of the filing 

preparation process and, by saving time 

and effort spent on the filing process, 

over time, reduce the cost of compliance 

with existing XBRL requirements.207

Inline XBRL eliminates the need to 

create a separate XBRL instance 

document containing all of the XBRL 

tags, which can reduce the incidence of 

those re-keying errors that are associated 

with producing separate documents for 

the same information. Inline XBRL also 

makes it possible for filers or filing 

agents to view XBRL metadata 208

within the HTML document, which can 

facilitate the review of XBRL data and 

better equip filers to detect XBRL errors. 

Further, filers or filing agents can use 

tools like the open source Inline XBRL 

Viewer to review the Interactive Data 

File and more efficiently filter and 

identify errors and locate information 

within the filing (e.g., by using the topic 

query feature). Thus, by facilitating the 

preparation and review of XBRL data, 

Inline XBRL can decrease the overall 

time and cost required by filers to 

comply with the existing XBRL 

requirements. 

Various commenters stated that they 

expect Inline XBRL to result in a lower 

cost and/or greater efficiency of XBRL 

preparation.209 However, other 

commenters stated that Inline XBRL 

will not necessarily result in burden 

savings for filers.210 As the Commission 

noted in the Inline XBRL Proposing 

Release, the benefit of savings in 

ongoing XBRL preparation and filing 

costs due to Inline XBRL will be smaller 

for filers that presently rely on the 

integrated XBRL preparation 

approach.211 Nevertheless, such filers 

may realize small time savings and/or 

efficiencies in the filing process from 

Inline XBRL.212 Additionally, because 

Inline XBRL gives the preparer full 

control over the presentation of filer 

disclosures, those filers that currently 

choose XBRL tags so that the data looks 

similar to the HTML document when 

rendered by software into a humanreadable presentation will have less of 

an incentive to do so because Inline 

XBRL will embed XBRL tags into the 

HTML document.213 It is challenging to 

quantify potential gains in the 

effectiveness and efficiency of the filing 

preparation process and the resulting 

reductions in the ongoing cost of 

compliance with the XBRL 

requirements due to data limitations 

and variation in filer circumstances. 

However, for purposes of the Paperwork 

Reduction Act of 1995 (‘‘PRA’’),214 we 

continue to estimate that the average 

burden of XBRL preparation will 

decrease slightly after the initial 

transition to Inline XBRL and the 

average annual external cost of XBRL 

preparation will increase slightly.215 We 

recognize that individual filers’ costs 

and cost savings from Inline XBRL may 

vary for a number of reasons, including 

the filer’s and the filing agent’s 

experience with Inline XBRL. 

The use of Inline XBRL may also 

improve XBRL data quality and thus 

potentially benefit data users. When 

XBRL is embedded directly into the 

HTML document, the filer prepares and 

reviews a single document, rather than 

separate documents—as is the case with 

the current reporting requirement— 

which should enable a reduction in data 

errors, particularly for those filers that 

currently use the standalone XBRL 

preparation approach.216 Further, filers 

or filing agents can use review tools like 

the open source Inline XBRL Viewer to 

more readily filter and identify errors. 

To the extent that Inline XBRL 

technology can reduce the rate of XBRL 

errors that are not detected by filers 

with the current XBRL filing practices 

and technology, Inline XBRL could 

incrementally improve XBRL data 

quality, which could potentially benefit 

data users.217 Additionally, since Inline 

XBRL filers will have less of an 


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negative values, improper relationships between 

elements, and incorrect dates associated with 

certain data. See https://xbrl.us/data-quality/rulesguidance/ (retrieved Jun. 20, 2018). 

218See notes 89 and 213 above and accompanying 

text. 

219See note 86 above. 

220See, e.g., letters from EY, TagniFi, and 

Workiva I (regarding financial statement 

information). 

221See Inline XBRL Proposing Release, at 14295. 

222 Id. 

223See note 107 above. 

224See also Inline XBRL Proposing Release, at 

14287. 

225See Inline XBRL Proposing Release, at 14294– 

14295. See also note 216 above and accompanying 

text. 

226The Inline XBRL Viewer can enable a faster 

review and detection of certain data quality errors 

because of its data filter functions, such as sorting 

amounts entered as negative values in Inline XBRL 

filings. 

227See notes 87–88 above. 

228See https://www.sec.gov/structureddata/ 

edgarvalandrender (retrieved Jun. 20, 2018). 

229See 2009 Financial Statement Information 

Adopting Release, at 6777, 6807–6808; 2009 Risk/ 

Return Summary Adopting Release, at 7766–7768. 

incentive to create custom XBRL tags 

solely to mimic the appearance of an 

HTML filing, Inline XBRL could 

increase the ability of investors, other 

market participants, and other data 

users to compare information across 

filers for those filers that currently 

engage in such tagging practices.218

A number of commenters stated that 

Inline XBRL could result in an 

improvement in XBRL data quality and 

a potential decrease in XBRL errors.219

However, several commenters stated 

that Inline XBRL by itself will not 

improve data quality since the change in 

the format does not affect the nature of 

tagging or the filer’s ability to select 

inappropriate custom tags.220 As the 

Commission stated in the Inline XBRL 

Proposing Release, because the 

amendments do not modify the scope 

and substance of existing XBRL 

requirements or the categories of filers 

subject to the requirements, the 

improvement in data quality and the 

overall economic benefits incremental 

to Inline XBRL likely will be smaller 

than the benefits of the XBRL 

requirements more generally.221 The 

Commission also noted that Inline 

XBRL filers may continue to use custom 

tags to represent certain companyspecific data after the switch to Inline 

XBRL.222 Therefore, while Inline XBRL 

and tools such as the Inline XBRL 

Viewer facilitate review and detection of 

certain re-keying errors, they will not 

resolve all XBRL data quality issues. A 

review of a sample of voluntary Inline 

XBRL filings pursuant to the Exemptive 

Order suggests that some XBRL data 

quality issues may remain for a minority 

of filers. However, the experience of a 

relatively small number of voluntary 

filers may not be representative of all 

filers subject to the amendments, 

particularly given that the Exemptive 

Order only extended to operating 

companies and that most voluntary 

filers already use integrated software, 

thus their transition to Inline XBRL 

likely entailed minimal changes to 

XBRL preparation workflow and a 

resulting minor data quality impact. 

Several commenters indicated that 

Inline XBRL would not result in 

significant improvements in risk/return 

summary XBRL data quality because 

there is little evidence of issues with the 

quality of risk/return summary XBRL 

data today.223 We acknowledge that data 

quality benefits may be more modest for 

funds than for operating companies, in 

part due to greater standardization of 

risk/return summary XBRL data.224

However, we understand that funds can 

also experience data quality issues in 

compiling separate XBRL risk/return 

summary files.225

Overall, we continue to believe that 

the benefits of potential reduction in 

certain errors from Inline XBRL, 

although incremental, may generally 

contribute to future improvements in 

XBRL data quality, especially when 

used in conjunction with tools such as 

the Inline XBRL Viewer.226

Inline XBRL could also enhance how 

users view XBRL data related to 

Commission disclosures. Several 

commenters stated that Inline XBRL 

will contribute to greater usability and 

transparency of XBRL data for investors 

and other data users.227 With Inline 

XBRL, the EDGAR system enables users 

to view information about the reported 

XBRL data embedded in Inline XBRL 

filings on the Commission’s website, 

using any recent standard Internet 

browser, without the need to access a 

separate document. With this feature, 

when a user views a filing submitted in 

Inline XBRL on EDGAR, the user will be 

able to see tags and the related metadata 

while viewing the HTML document. 

These Inline XBRL features can provide 

the benefit of greater context and 

information to investors. The software 

enabling this feature has been made 

freely available in an effort to facilitate 

the creation of cost-effective Inline 

XBRL viewers and analytical 

products.228 Moreover, despite the 

limited number of Inline XBRL filings 

so far, we have observed enhancements 

that the public has made to the Inline 

XBRL Viewer to improve analysis of 

Inline XBRL data, which may improve 

the usability of the data. 

With respect to funds, the benefit of 

increased usability of risk/return 

summary XBRL data is expected to be 

further enhanced when combined with 

the elimination of the 15 business day 

filing period for risk/return summary 

XBRL information, which will make 

XBRL data available to investors and 

other data users more quickly. 

To the extent that the use of Inline 

XBRL results in an improvement in 

XBRL data quality and usability, and 

thus in increased use of XBRL data by 

investors, market participants, and other 

data users, we expect the benefits 

associated with XBRL in general to be 

enhanced. As the Commission stated in 

the 2009 Financial Statement 

Information Adopting Release and 2009 

Risk/Return Summary Adopting 

Release, the availability of information 

in XBRL enables investors and other 

data users to capture and analyze that 

information more quickly and at a lower 

cost, as well as to search and analyze 

the information dynamically; facilitates 

comparison of information across filers 

and reporting periods; and leads to 

better-informed investment decisions 

and potential gains in the efficiency of 

capital formation and allocation, 

through a reduction in the information 

barriers faced by investors or costs of 

collecting and analyzing disclosures.229

We lack the ability to quantify the 

incremental contribution of Inline XBRL 

to potential increases in the use of XBRL 

data and the broader economic benefits 

of XBRL. We anticipate that the effect 

will depend on several factors, 

including the extent of improvements in 

XBRL data quality and usability 

following the transition to Inline XBRL; 

changes in XBRL data use by investors, 

other market participants, and other 

data users; and technological innovation 

in XBRL preparation and analytics 

solutions. 

ii. Costs 

The Inline XBRL requirement may 

impose costs on filers, XBRL 

preparation software vendors, filing 

agents, and data users. 

We expect that the initial transition to 

Inline XBRL could result in a cost to 

filers. Filers may switch to Inline XBRL 

either by using Inline XBRL enabled 

preparation software that they develop 

or license or by obtaining Inline XBRL 

preparation services from a third-party 

service provider (filing agent). Filers 

that rely on filing agents for XBRL 

preparation may incur an incremental 

cost of Inline XBRL upgrades (to the 

extent that the cost incurred by filing 

agents is passed on to filers). Filers that 

prepare XBRL filings in-house will need 

to replace or update their XBRL 


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230See notes 101, 115, 117–118, and 162 above. 

231See Section II.B.2 above. Funds are not eligible 

to voluntarily file in Inline XBRL under the 

Exemptive Order. 

232See note 62 above. 

233See letter from XBRL US. 

234 Id. 

235See letter from Merrill. 

236See, e.g., letters from ACI, IRIS, and Workiva 

I. 

237See Inline XBRL Proposing Release, at 14288– 

14289. 

238See Release No. 33–10322 (Mar. 1, 2017) [82 

FR 14130]. 

On October 11, 2017, the Commission proposed 

amendments that would similarly require funds to 

file in HTML format registration statements and 

reports that include exhibits. See Release No. 33– 

10425 (Oct. 11, 2017) [82 FR 50988] (‘‘FAST Act 

Proposing Release’’). 

239The requirements were effective September 1, 

2017, although smaller reporting companies and 

nonaccelerated filers need not comply until 

September 1, 2018. 

240We have identified approximately 0.1% of 

filings in ASCII format among Forms 6–K filed in 

2017. We have not identified filings in ASCII format 

among Forms 40–F filed in 2017. 

241 In 2016, approximately 2.6% of Form N–1A 

filings, 4.9% of amendments filed under Rule 

485(a), 14.1% of amendments filed under Rule 

485(b), and 5.5% of filings under Rule 497 were in 

the ASCII format, as shown by staff analysis of 

EDGAR filings. 

On October 11, 2017, the Commission proposed 

amendments that would similarly require funds to 

file in HTML format registration statements and 

reports that include exhibits. See FAST Act 

Proposing Release. 

242See Inline XBRL Proposing Release, at 14289. 

243See 2009 Financial Statement Information 

Adopting Release, at 6800–6802, 6804–6806. 

preparation software with versions that 

include Inline XBRL capabilities. We 

expect such costs to be lower if there is 

more competition among filing agents 

and software vendors that offer Inline 

XBRL capabilities. Filers also may incur 

an internal cost to train their personnel 

to use Inline XBRL and to comply with 

the Inline XBRL requirements. 

Filers that use software that is already 

enabled for Inline XBRL or that can 

readily be modified to accommodate the 

Inline XBRL format, as well as filers that 

use filing agents that use such software, 

are expected to incur a minimal 

transition cost. In particular, for filers 

and filing agents that rely on integrated 

XBRL filing solutions, filing in Inline 

XBRL could require only a very minor 

adjustment to the filing process, similar 

to choosing the format in which the file 

will be saved out of several available 

formats. Conversely, filers and filing 

agents using a standalone approach will 

require greater changes to their 

workflow. Several commenters 

expressed concerns about a lack of 

software vendor readiness and a greater 

than anticipated burden of initial 

transition.230

Some operating company filers have 

demonstrated the Inline XBRL 

capability through electing to 

voluntarily file in Inline XBRL pursuant 

to the Exemptive Order.231 In addition, 

a number of XBRL software vendors and 

filing agents involved in XBRL 

preparation for a significant share of the 

U.S. XBRL market have developed or 

indicated plans to offer Inline XBRL 

capabilities.232 One commenter stated 

that ‘‘[m]any vendors today already 

have Inline XBRL capabilities or have 

development underway’’ to incorporate 

this capability into their tools. 233 The 

commenter also stated that, at the latest, 

all of its vendor members will be ready 

to file using Inline XBRL by the second 

quarter of 2019, which is compatible 

with the compliance date for the first 

operating company phase-in 

category.234 Another commenter stated 

that ‘‘[m]ost providers either have Inline 

XBRL capabilities or will have it soon’’ 

and that ‘‘[t]he cost of switching to 

providing Inline XBRL is not significant 

enough to cause a competitive change in 

the marketplace.’’ 235 Several XBRL 

vendors indicated in their comment 

letters that they have Inline XBRL 

capabilities.236

Further, the experience of operating 

company filers electing to make 

voluntary Inline XBRL submissions 

pursuant to the Exemptive Order 

suggests that filers have not incurred a 

significant change in external 

preparation costs. However, this 

inference is based on a relatively small 

number of operating company filers, 

most of which already use integrated 

XBRL software. Thus their change in 

costs may not be representative of the 

overall population of filers subject to the 

amendments. 

Although we recognize the likelihood 

of relatively greater initial costs being 

incurred by filers that do not use such 

software or such filing agents, we 

believe that, as a general matter, the 

overall cost of initial transition to Inline 

XBRL technology will be relatively 

small. In particular, we expect this to be 

the case because the amendments do not 

modify the substance of the XBRL 

requirements and thus do not affect the 

process of selecting tags from the 

taxonomy for the required disclosures 

(the disclosure mapping process that 

precedes the creation of the XBRL 

submission accounts for the 

overwhelming majority of the XBRL 

preparation time and cost). The creation 

of the Inline XBRL document will occur 

after the mapping of company 

disclosures to the taxonomy is 

completed and will consist largely of a 

software function, which could include 

a broad range of file formats (e.g., 

HTML, PDF, XBRL, and Inline XBRL). 

Inline XBRL cannot be used with the 

ASCII format. Thus, filers that prepare 

the Related Official Filing in the ASCII 

format will incur additional costs of 

switching to HTML, and any fixed costs 

of such a change will have a relatively 

greater effect on smaller entities.237 We 

continue to believe that such costs will 

be minimal. First, relatively few filers 

presently use the ASCII format and 

therefore only those few filers will need 

to incur the cost of switching to HTML 

as a result of the amendments. On 

March 1, 2017, the Commission adopted 

amendments to require the use of the 

HTML format for registration statements 

and periodic and current reports that are 

subject to the exhibit requirements 

under Item 601 of Regulation S–K and 

for Forms F–10 and 20–F.238 As of 

September 1, 2018, all registrants will 

be required to comply with those 

amendments.239 While those 

amendments excluded some operating 

company filings that will be subject to 

Inline XBRL requirements, in particular, 

Form 6–K and Form 40–F filings, in 

practice almost no such filings are 

presently filed in the ASCII format.240

Similarly, a relatively small proportion 

of fund filings is filed in the ASCII 

format.241 Second, the average costs of 

switching from ASCII to HTML will be 

small because the software tools to 

prepare and file documents in HTML 

are widely used and the incremental 

cost of HTML features is minimal.242

Additionally, the phase-in of the Inline 

XBRL requirements is expected to partly 

mitigate the impact on smaller ASCII 

filers by giving them more time to 

adjust. 

While we expect that filers will 

continue to incur ongoing costs of 

compliance with the XBRL 

requirements,243 we do not expect those 

ongoing costs to increase appreciably 

due to Inline XBRL. For most filers, we 

anticipate that the transition to Inline 

XBRL will, over time, somewhat reduce 

the ongoing costs of compliance with 

the XBRL requirements, as discussed in 

greater detail in Section V.C below. For 

purposes of the PRA, we continue to 

estimate that the average filer will incur 

a one-time increase in in-house 

personnel time to transition to Inline 

XBRL and a slight increase in the 

annual external cost of XBRL 

preparation. After the initial transition 

to Inline XBRL, we estimate that the 

average filer will experience a small 

decrease in the in-house personnel time 

required to comply with XBRL 


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244See Section V.C below. 

245See https://www.esma.europa.eu/policyactivities/corporate-disclosure/european-singleelectronic-format (retrieved Jun. 20, 2018). 

246 During filing and validation, the EDGAR 

Renderer creates error and warning messages when 

issues with the XBRL data are identified. Certain 

errors will result in the XBRL exhibits being 

‘‘stripped’’ from a filing, although the rest of the 

filing is accepted in EDGAR. 

247 In some cases, a major technical error in the 

Interactive Data File would instead cause the XBRL 

content to be removed from the submission, but in 

that case the submission as a whole would not be 

suspended. 

248To assist with XBRL filing, the Commission 

has made available for download certain tools, such 

as the Previewer and Interactive Data Test Suite, 

that filers can use with their own systems to test 

XBRL submissions prior to EDGAR filing. See 

https://www.sec.gov/structureddata/edgar

valandrender and https://www.sec.gov/structured

data/interactive-data-test-suite (retrieved Jun. 20, 

2018). 

249See note 98 above. 

250See AICPA (stating that ‘‘going forward, to 

provide investors additional confidence in the 

iXBRL formatted information, audit committees are 

likely to request that auditors perform a separate 

attestation engagement to provide an opinion on the 

accuracy and consistency of the XBRL formatted 

information, and issue a report . . .’’). See also note 

100 above and accompanying text. 

251See notes 231–236 above and accompanying 

text. 

252See note 230 above. 

253See note 78 above. 254For example, Inline XBRL is used in the UK 

(https://www.gov.uk/government/publications/xbrltagging-when-what-and-how-to-tag); Australia 

(https://asic.gov.au/about-asic/media-centre/find-amedia-release/2015-releases/15–104mr-asicintroduces-format-for-improved-communication-offinancial-information/); Ireland (https://

www.revenue.ie/en/companies-and-charities/ 

submitting-financial-statements/who-must-submitfinancial-statements-in-ixbrl.aspx); South Africa 

(https://www.xbrl.org/news/progress-in-the-cipcimplementation-of-xbrl/); Denmark and Japan 

(https://www.xbrl.org/the-standard/why/who-elseuses-xbrl/) (retrieved Jun. 20, 2018). Specific 

disclosure requirements differ from those in the 

United States. See also note 245 above. 

255See https://www.sec.gov/structureddata/ 

edgarval9landrender (retrieved Jun. 20, 2018) and 

http://arelle.org/download/ (retrieved Jun. 20, 

2018). 

requirements.244 While the incremental 

initial and ongoing costs of Inline XBRL 

are not expected to be significant for the 

average filer, such costs for individual 

filers may vary due to filer 

circumstances, including their 

familiarity with Inline XBRL and the 

XBRL preparation solution used by the 

filer or its filing agent. 

Further, the European Securities and 

Markets Authority has recently adopted 

a requirement for issuers that are listed 

on European Union (EU) regulated 

markets and that prepare their annual 

financial reports in accordance with 

IFRS to use the Inline XBRL format 

beginning on January 1, 2020.245 Under 

the amendments, FPIs that prepare their 

financial statements in accordance with 

IFRS as issued by the IASB will be 

required to comply with the Inline 

XBRL requirements for financial 

statements for periods ending on or after 

June 15, 2021. Thus, the incremental 

burden of transition to Inline XBRL 

under the amendments for FPIs filing 

IFRS financial reports with the EU 

market regulators is expected to be 

minimal. 

We note that some filers may incur an 

increased burden if their filings contain 

a major technical error in the XBRL 

data. In particular, currently, when 

there is a major technical error in the 

XBRL data submitted in an exhibit, the 

EDGAR validation system causes the 

exhibit to be removed from the 

submission, but the submission as a 

whole is not suspended.246 With the 

Inline XBRL format, the EDGAR 

validation system will typically suspend 

a filing that contains any major 

technical error in the Interactive Data 

File, which will require the filing to be 

revised before it can be accepted by 

EDGAR.247 Based on staff observations, 

very few XBRL exhibits are removed by 

the EDGAR system due to such major 

technical errors, in part, because filers 

and filing agents routinely use tools, 

including ones that the Commission 

makes available, to help identify and 

correct technical errors prior to EDGAR 

filing.248 Because similar validation 

tools will be available to Inline XBRL 

filers, we believe that such suspensions 

should be rare for Inline XBRL filers. 

The Commission did not propose and 

is not making changes with respect to 

application of officer certifications or 

auditor assurance requirements to XBRL 

data.249 In response to commenters’ 

suggestions, we are reiterating that the 

change from the XBRL format to the 

Inline XBRL format does not affect our 

existing positions with respect to those 

requirements. Therefore, we do not 

anticipate changes in audit fees or other 

filer costs relative to the baseline 

stemming from officer certifications or 

auditor assurance. One commenter 

stated that the use of Inline XBRL might 

result in an increase in the rate of 

voluntary use of auditor assurance.250

While we acknowledge this possibility, 

we lack the information necessary to 

quantify the magnitude of such a 

potential effect. 

Changes to the XBRL format may 

affect XBRL preparation software 

vendors and filing agents, and some of 

the transition costs incurred by software 

vendors and filing agents from Inline 

XBRL may be passed on to filers. 

Various commenters stated that the 

effect of the amendments on software 

vendors and filing agents will be 

small,251 while some commenters 

expressed concern about vendor 

readiness.252 As the Commission stated 

in the Inline XBRL Proposing Release, 

we recognize that XBRL preparation 

software vendors and filing agents that 

do not already use Inline XBRL would 

have to expend resources to transition to 

Inline XBRL, including upgrading or 

replacing software and training staff. 

Initially, software vendors and filing 

agents that cannot readily implement 

Inline XBRL, particularly smaller 

vendors, will be at a competitive 

disadvantage. Transition costs could be 

partly mitigated by the availability of 

the royalty-free Inline XBRL 

specification and transformation 

registry, which defines how the values 

of facts that appear in HTML documents 

are converted to the required data types 

for XBRL.253 Transition costs may also 

be lower for software vendors or filing 

agents that have experience with Inline 

XBRL in other jurisdictions.254

The phase-in incorporated in the 

amendments is expected to give 

software vendors and filing agents time 

to develop and update software in ways 

that minimize transition costs. It is also 

possible that the ongoing costs of Inline 

XBRL preparation solutions will go 

down over time, including for filers in 

later phase-in categories, as Inline XBRL 

solutions become more widespread in 

the XBRL preparation industry. 

Data users may incur a cost to modify 

their XBRL extraction software or 

algorithms to accommodate Inline XBRL 

(e.g., to download files from a different 

URL, to use different filenames, or to 

parse XBRL information from a different 

file format). Although we do not have 

sufficient information to quantify the 

costs to data users of a change from the 

XBRL format to the Inline XBRL format, 

we believe that such costs are likely to 

be minimal because the amendments do 

not affect the taxonomy or the scope of 

the information required to be tagged. 

Additionally, we have made freely 

available to the public the software 

enabling users to view information 

about the reported XBRL data contained 

in embedded tags and to extract XBRL 

data, in an effort to facilitate the 

creation of cost-effective Inline XBRL 

viewers and analytical products.255 For 

most data users that previously 

processed either XBRL instance 

documents or HTML documents, the 

slight increase in processing times due 

to the potentially larger size of the 

Inline XBRL document is unlikely to be 

a significant limitation in light of the 

advanced state of existing computing 

technology and internet connectivity 


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256See, e.g., letters from XBRL US (stating that it 

‘‘held informal discussions with several of these 

organizations ranging from startup companies . . . 

to large established organizations . . .’’ and that 

‘‘[t]hese organizations, which today use XBRLformatted US corporate data, indicated that 

extracting data from Inline XBRL is the same as 

extracting data from conventional XBRL files. 

Several indicated that they have already begun to 

use Inline XBRL given its availability in other nonUS markets. Of these, the cost to do so was 

minimal, requiring zero to little change to their 

current process.’’); TagniFi (stating that it has used 

XBRL to collect and standardize financial statement 

data for more than 6,000 companies representing 

over 99% of the U.S. market capitalization, using 

approximately 140,000 XBRL filings since 2009 and 

further stating that it has used Inline XBRL 

financial data since June 2016); Octachoron (stating 

that ‘‘[t]he technologies we have developed to build 

and manipulate individual company information, 

compare filings across time and across sectors, and 

compile market-wide statistical analysis, would in 

principle be unaffected by a change to Inline XBRL 

filing.’’); and Morningstar (stating that ‘‘[i]n our 

experience, it will be a relatively seamless 

transition from XBRL to Inline XBRL because the 

technology is sufficiently developed.’’). 

257See note 128 above. 

258See notes 130 and 143 above and 

accompanying and following text. 

259See letters from Federated II and ICI II. 

260See Inline XBRL Proposing Release, at 14297. 

261See letters from Federated I and II; ICI I and 

II; and USBFS. 

262See note 137 above and accompanying text. 

263See letters from ICI I and II and Federated I 

and II. One of these commenters estimated the 

additional mailing costs of sending the 

prospectuses separately at approximately $1.5 

million per year. See letter from Federated II. 

speeds. Several commenters stated that 

they either already have the capability 

to use Inline XBRL data or that XBRL 

data users will incur minimal costs to 

transition from XBRL to Inline XBRL.256

b. Timing of Submission of Interactive 

Data File 

The Commission did not propose, and 

is not adopting, changes to the timing of 

the required submission of the financial 

statement information XBRL data. Thus, 

no economic effects are expected 

relative to the baseline. 

The Commission proposed to permit 

funds to submit Interactive Data Files 

concurrently with certain post-effective 

amendments to registration statements 

under Rule 485(b), which was 

supported by one commenter,257 with 

no commenters opposing the proposed 

change. As proposed, we are permitting 

filers to file risk/return summary 

information Interactive Data File 

concurrently with certain post-effective 

amendments under Rule 485(b). We 

continue to believe, as the Commission 

stated in the Inline XBRL Proposing 

Release, that this change may help 

facilitate efficiencies in the posteffective amendment filing process and 

result in small savings in compliance 

costs for some fund filers, and no 

commenters disagreed with our 

analysis. 

We are eliminating the current 15 

business day filing period for the 

submission of risk/return summary 

XBRL data, as proposed. We continue to 

believe that eliminating the 15 business 

day filing period will significantly 

benefit investors, other market 

participants, and other data users by 

ensuring timely availability of risk/ 

return summary XBRL information. The 

more timely availability of risk/return 

summary XBRL information is expected 

to reduce the time that investors, other 

market participants, and other data 

users require to extract risk/return 

summary information from filings and 

to facilitate aggregation, analysis, and 

comparisons of risk/return summary 

information across funds. Eliminating 

this period will remove the need for 

manual extraction of this information 

from HTML or ASCII files and make 

important fund fee, return, and risk 

information contained in the risk/return 

summary freely available to investors 

more quickly than it is today. As 

indicated by commenters that supported 

the proposed change, XBRL data users 

currently face a delay in the availability 

of risk/return summary XBRL data 

relative to risk/return summary 

information filed in HTML, which for 

some users has rendered the XBRL data 

less useful.258

To the extent that having risk/return 

summary information available in the 

XBRL format in a timely manner 

enhances the ability of investors, either 

directly or through third parties such as 

data aggregators, to perform aggregation, 

analysis, and comparison of information 

about funds, the amendments may 

facilitate better informed investment 

decisions, increase competition among 

funds for investor capital, and improve 

the efficiency of capital allocation. To 

the extent that more timely information 

on fund fees, returns, and risks becomes 

available to investors through these 

tools, fund complexes may benefit as 

well if greater investor awareness of 

risk/return information helps funds 

attract investors. We understand many 

fund complexes urge these third parties 

to provide fund information and 

analysis to investors as quickly as 

possible (and well in advance of 15 

business days) for these reasons. We 

acknowledge that these benefits will be 

limited, to the extent that investors 

currently can efficiently obtain timely 

information about fund performance 

and risks from other sources, such as the 

Related Official Filing, fund websites, or 

third parties. Two commenters stated 

that tagged risk/return summary 

information would not be valuable 

because the information is historical 

and is not as timely as the performance 

information investors may obtain from 

other sources.259 However, to the extent 

that risk/return summary information in 

a registration statement is generally 

valuable to investors, timely availability 

of the same information in XBRL format 

should enhance its value by enabling 

more efficient aggregation, analysis, and 

comparison of that information across 

funds and time periods. 

As the Commission stated in the 

Inline XBRL Proposing Release, we 

recognize that eliminating the 15-day 

period will reduce the flexibility with 

respect to the timing of preparing and 

reviewing XBRL data that is presently 

afforded to fund filers.260 We also 

recognize that most fund filers currently 

rely on this flexibility to submit XBRL 

data after the post-effective amendment 

or form of prospectus to which it relates 

and that its elimination could increase 

XBRL compliance costs for fund filers 

and their filing agents (that may pass 

these costs on to filers) as they adjust 

their workflows. Consistent with this 

analysis, several commenters noted that 

funds currently rely on the flexibility 

afforded by the XBRL filing period to 

prepare and review XBRL data and 

resolve any technical issues with XBRL 

tagging and that the removal of the filing 

period would cause funds to incur costs 

to change current workflows.261

However, the Inline XBRL format 

required under the amendments 

involves embedding tags into the filing 

itself, which reduces the relevance of 

preserving the 15 business day filing 

period. 

Based on input from commenters,262

we also understand that certain funds 

currently file the Related Official Filing 

for forms of prospectuses early in order 

to be able to combine the mailing of 

annual reports and prospectuses. If 

these funds wish to continue combining 

these mailings, the elimination of the 15 

business day XBRL filing period may 

require changes to XBRL preparation 

workflow to ensure that risk/return 

summary XBRL data is prepared for 

filing earlier than it is currently 

prepared, potentially leading to 

additional costs. Alternatively, funds 

that do not implement these workflow 

changes will incur additional mailing 

costs if they file forms of prospectuses 

with XBRL data at a later date and, as 

a result, mail them separately from the 

annual reports.263 Workflow changes to 

prepare risk/return summary XBRL data 

at the same time as the Related Official 

Filing of the form of prospectus will be 

most pronounced for funds that 


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264See, e.g., letters from Frei, Morningstar, and 

USBFS (referencing XBRL data use by data 

aggregators) and notes 130 and 143 above and 

accompanying and following text (discussing the 

benefits of greater timeliness to data aggregators). 

265See note 161 above. 266See Section V.C.1 below. 

267See note 193 above. 

268See, e.g., letters from Federated I (stating that 

‘‘very few fund shareholders currently access, or 

have historically accessed, XBRL risk/return 

summary information via the Funds’ website’’); 

USBFS (stating that it ‘‘is not aware of any 

significant use by investors or analysts of XBRL 

data posted to mutual fund websites and believes 

that any firm seeking to aggregate XBRL data would 

only be able to do so efficiently from a centralized 

location, such as the Commission’s EDGAR 

system.’’); and Workiva I (stating that ‘‘the need to 

separately post filings on corporate filer websites no 

longer exists. Investors may locate filings either by 

searching EDGAR or the Internet. This unnecessary 

requirement should be removed.’’) 

269See note 164 above (discussing two 

commenters that opposed a phase-in). 

currently prepare XBRL data separately, 

after preparing the Related Official 

Filing. 

The Commission stated in the Inline 

XBRL Proposing Release that timely 

availability of free risk/return summary 

information in XBRL might reduce 

demand for some subscription products 

and services of fund data aggregators, to 

the extent that their value added is 

reduced by the timely availability of free 

XBRL information. However, as users of 

the data, data aggregators are likely to 

benefit from greater timeliness of risk/ 

return summary XBRL data.264

c. Phase-In of Inline XBRL 

Requirements 

The amendments include a staggered 

phase-in of the Inline XBRL 

requirements for operating companies 

based on filer size and method of 

accounting, largely as proposed. In a 

change from the proposal, as suggested 

by several commenters,265 the 

amendments permit operating company 

Form 10–Q filers in each phase-in 

category to begin compliance with the 

Inline XBRL requirement with their first 

Form 10–Q for a fiscal period ending on 

or after the applicable compliance date 

for the respective phase-in category. 

This modification is expected to enable 

Form 10–Q filers in each phase-in 

category to accumulate Inline XBRL 

expertise by starting with a less complex 

filing and thus potentially facilitate the 

initial transition to Inline XBRL. 

The amendments also include a 

staggered phase-in of the Inline XBRL 

requirements for funds based on filer 

size. In a change from the proposal, 

based on input from commenters, the 

compliance dates have been extended 

by one year to give funds additional 

time to implement workflow changes 

necessary to transition to Inline XBRL 

and elimination of the 15 business day 

filing period. This modification is 

expected to facilitate transition, 

particularly for filers and filing agents 

that presently lack Inline XBRL 

capabilities. 

The use of a phase-in defers the costs 

and benefits of Inline XBRL for some 

categories of filers. To the extent that 

the initial cost of transition to Inline 

XBRL has a fixed component that is 

independent of filer size, it will have a 

relatively greater effect on smaller filers. 

In light of this, under the phase-in 

schedule we are adopting, smaller filers 

will be given additional time to 

transition to Inline XBRL, which will 

defer the initial cost for small filers and 

partly mitigate the associated 

competitive effects. We further 

anticipate that late adopters will incur 

lower transition costs in absolute terms 

than early adopters. In particular, as 

time elapses after the initial group of 

filers adopts Inline XBRL, we expect 

filing agents and software vendors to 

accumulate Inline XBRL expertise and 

refine technological solutions offered to 

filers, which also may result in lower 

costs to filers. Furthermore, to the extent 

that the market for Inline XBRL 

preparation services and software 

becomes more competitive over time, 

the switching cost incurred by 

subsequent filers may be reduced. 

Similar to the proposal, the 

amendments will permit filers to use 

Inline XBRL before required. A high rate 

of such early transition to Inline XBRL 

would accelerate the economic impact 

of Inline XBRL. 

Until all filers adopt Inline XBRL, 

data users will have to maintain the 

capability to extract data in both the 

Inline XBRL format and the XBRL 

format, which may be incrementally 

costlier than using a single format (e.g., 

if all filers were required to use Inline 

XBRL at the same time and if early 

switching to Inline XBRL were not 

allowed). Given the very limited scope 

of modifications to their XBRL data 

extraction algorithms that data users are 

likely to need to switch to Inline XBRL 

and the public availability of open 

source tools to facilitate Inline XBRL 

data use, we expect this potential cost 

to be minimal. Differences in the 

timeliness of the availability of risk/ 

return summary XBRL information 

during the transition period may reduce 

the efficiency of the use of XBRL data 

for fund comparisons until the XBRL 

filing delay is eliminated for all filers. 

2. Elimination of the Website Posting 

Requirements for Financial Statement 

Information and Risk/Return Summaries 

The elimination of the website 

posting requirements is expected to 

yield cost savings for filers. For 

purposes of the PRA, we estimate that 

the elimination of the website posting 

requirements will result in an average 

reduction in the annual internal burden 

associated with XBRL requirements of 

approximately four hours per filer per 

year for operating companies and 

approximately one hour per filing for 

funds.266 All of the commenters that 

addressed the proposed elimination of 

the website posting requirements 

supported it.267

The elimination of the website 

posting requirements could impose 

costs on some data users by reducing 

their access to XBRL data about 

individual filers. However, commenters 

indicated that investors and other users 

do not generally access XBRL data from 

operating company or fund websites.268

Based on our experience and input from 

commenters, we continue to believe that 

data users can efficiently and reliably 

access XBRL filing data through EDGAR 

and the Commission’s Really Simple 

Syndication (‘‘RSS’’) Feeds for purposes 

of data aggregation and processing and 

comparison of information across filers. 

Accordingly, we continue to believe that 

data users will incur minimal costs from 

the elimination of the website posting 

requirements. 

3. Termination of the 2005 XBRL 

Voluntary Program 

The termination of the 2005 XBRL 

Voluntary Program is expected to have 

negligible economic effects on filers, 

filing agents, and software vendors 

given continued absence of participants 

in the program in recent years. 

Similarly, the aggregate economic 

effects on data users of terminating the 

2005 XBRL Voluntary Program will 

likely be negligible. We did not receive 

comments on this aspect of the 

proposal. 

4. Alternatives 

We considered several alternatives to 

the amendments concerning timing, 

scope, and optionality. 

We could require Inline XBRL for all 

filers without a phase-in.269 A faster 

transition to Inline XBRL on a large 

scale could accelerate the realization of 

efficiency and data usability and quality 

gains. However, compared to the 

amendments, this alternative would 

accelerate the initial compliance costs 

for smaller filers, potentially placing 

them at a disadvantage, as stated by 

various commenters that supported the 


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Federal Register / Vol. 83, No. 159 / Thursday, August 16, 2018 / Rules and Regulations 40867 

270See notes 157–158 above. Separately, several 

commenters expressed concerns about the burden 

of initial transition. See note 230 above. 

271See letter from EY. 

272See letter from BIO. 

273Based on staff analysis of EDGAR filings of 

Forms 10–K and 10–Q, we estimate that there were 

approximately 2,745 filers during calendar year 

2017 that identified themselves as SRCs. Forms 20– 

F and 40–F do not contain a checkbox to indicate 

SRC status. Concurrent with this release, the 

Commission is adopting amendments to the SRC 

definition, which will expand the set of companies 

eligible for SRC status. See Release No. 33–10513 

(Jun. 28, 2018). 

274Based on Ives Group’s AuditAnalytics data, as 

of December 2017, we estimate that there were 

approximately 1,941 filers of Form 10–K, 20–F, or 

40–F during calendar year 2017 that had at some 

point identified themselves as EGCs. 

275Based on staff analysis of EDGAR filings, we 

estimate that there were approximately 745 filers of 

Forms 20–F and 40–F during calendar year 2017. 

The estimate excludes foreign filers that filed only 

domestic forms. 

276See letter from BIO. 

277See letter from USBFS. 

278See note 177 above. 

279See note 230 above. 

use of a phase-in to mitigate the initial 

transition burden on smaller filers, 

XBRL preparation software vendors, and 

filing agents.270

As another alternative, we could 

apply a different phase-in schedule. For 

example, one commenter recommended 

using a phase-in with four groups rather 

than three, starting with the 500 largest 

registrants, similar to the phase-in at the 

outset of the financial statement 

information XBRL requirements.271

Another commenter recommended 

moving EGCs to the last year of the 

phase-in, regardless of accelerated filer 

status.272 The tradeoff between the costs 

and benefits of an alternative phase-in 

schedule depends on the number of 

affected filers, the net effect of Inline 

XBRL on the cost of compliance with 

XBRL requirements and the usability 

and quality of XBRL data for different 

categories of affected filers, the timing of 

the phase-in, and the number of early 

adopters. With respect to a later phasein for all EGCs, the relative burden for 

filers of the fixed costs of initial 

transition to Inline XBRL is likely to 

depend on filer size rather than EGC 

status. Smaller EGC filers, which would 

have a potentially greater relative 

burden of initial transition, will not be 

required to comply until the fourth year 

after the effective date of the final 

amendments. More generally, we do not 

believe that further changes to the 

phase-in would result in meaningful net 

benefits relative to the amendments. A 

greater number of phase-in categories 

may introduce additional complexity 

and postpone the realization of benefits 

by data users. Moreover, the benefit of 

adding other phase-in categories to 

filers, XBRL preparation software 

vendors, and filing agents may be 

relatively incremental in light of the 

other steps taken to alleviate the 

potential burden of transition for those 

filers that use software or filing agents 

that do not presently have Inline XBRL 

capabilities. 

Inline XBRL requirements for 

financial statement information will 

apply to all operating company filers, 

including SRCs,273 EGCs,274 and 

FPIs,275 that currently are required to 

submit financial statement information 

in XBRL. As an alternative, as the 

Commission discussed in the Inline 

XBRL Proposing Release, we could 

exempt one or more of these categories 

of filers from the Inline XBRL 

requirement or create a new category of 

exempt filers (based on size or other 

criteria). One commenter did not 

specifically address an exemption from 

the Inline XBRL requirement but 

recommended exempting EGCs, SRCs, 

and nonaccelerated filers from XBRL 

requirements altogether, citing concerns 

about cost.276 Similarly, Inline XBRL 

requirements for risk/return summary 

information will apply to all funds that 

currently are required to submit risk/ 

return summary information in XBRL. 

As an alternative, to address the 

concerns about the burden of initial 

transition to Inline XBRL for smaller 

filers,277 we could exempt smaller funds 

from the Inline XBRL requirement. To 

the extent that some filers that are 

currently subject to XBRL requirements 

would not be required to adopt Inline 

XBRL under these alternatives, the 

alternatives would likely result in 

smaller economic costs and benefits 

compared to the amendments. To the 

extent that smaller filers that do not 

currently have the Inline XBRL 

capability are more likely to be affected 

by the initial cost of transition to Inline 

XBRL, these alternatives would mitigate 

the competitive disadvantage for smaller 

filers relative to larger filers. However, 

compared to the amendments, these 

alternatives would likely reduce the 

benefits to data users expected from 

Inline XBRL. Several commenters 

indicated that exempting certain XBRL 

filers from Inline XBRL would diminish 

the benefits to data users and reduce 

economies of scale with regard to tools 

for creation and extraction of XBRL 

data.278 Further, to the extent that some 

filers would use XBRL while other filers 

would use Inline XBRL under this 

alternative, data users would have to 

maintain indefinitely the capabilities to 

extract both XBRL and Inline XBRL 

data, although the incremental cost of 

maintaining both sets of capabilities 

likely would be minimal. 

As another alternative, we could 

exempt FPIs from the Inline XBRL 

requirement. Compared to the final 

amendments, such an alternative could 

place FPIs at a competitive advantage 

relative to domestic filers, particularly 

smaller domestic filers, to the extent 

that exempt filers would not incur the 

cost of switching to Inline XBRL. It also 

would deprive investors and other 

XBRL data users of the associated 

benefits of Inline XBRL. 

Under the amendments, the use of 

Inline XBRL will be mandatory for 

operating companies and funds. As an 

alternative, we could allow but not 

require the use of Inline XBRL for 

financial statement information and/or 

for risk/return summaries. Compared to 

the amendments, a voluntary approach 

could have lower costs for those filers 

and filing agents that do not believe 

Inline XBRL to be cost-efficient and 

would not transition to Inline XBRL.279

However, a voluntary approach would 

also reduce potential benefits to data 

users, including potential data quality 

improvements and the ability to view 

contextual information about XBRL 

disclosures, compared to mandatory 

Inline XBRL, to the extent that Inline 

XBRL use would be more widespread 

under a mandatory approach than a 

voluntary one. In this regard, even if 

Inline XBRL is ultimately more efficient 

and generates aggregate benefits for 

filers and data users, individual filers 

may fail to voluntarily transition to 

Inline XBRL, resulting in a lower rate of 

Inline XBRL use under a voluntary 

approach than under a mandatory 

approach. This may occur for several 

reasons. A lack of awareness of new 

technology and inertia are common 

hurdles to market-wide adoption in 

voluntary regimes. In addition, 

coordination problems, as well as the 

existence of network externalities 

related to the majority of filers utilizing 

a particular technology, may lower the 

rate of voluntary adoption. Because 

individual filers do not internalize the 

aggregate benefits of Inline XBRL to 

other filers and data users, from an 

individual filer’s standpoint, it may be 

optimal to delay the one-time 

adjustment of workflow processes 


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40868 Federal Register / Vol. 83, No. 159 / Thursday, August 16, 2018 / Rules and Regulations 

280See note 59 above. 

281See notes 138–139 above. 

282See letter from Federated II. 283 44 U.S.C. 3507(d) and 5 CFR 1320.11. 

284See letters from Federated I and II, ICI I and 

II, and USBFS. 

required to transition to Inline XBRL 

until other filers transition to Inline 

XBRL, in order to take advantage of 

potential future gains in Inline XBRL 

preparation experience and reductions 

in Inline XBRL preparation cost due to 

economies of scale. Because the 

industry is currently utilizing a nonInline XBRL specification, until there is 

an impetus for coordinated transition, 

the rate of voluntary adoption of Inline 

XBRL may remain modest.280 In 

addition, under a voluntary alternative, 

to the extent that some filers use the 

Inline XBRL format while others use the 

XBRL format, data users would have to 

maintain indefinitely the capabilities to 

extract both XBRL and Inline XBRL 

data, although we expect the 

incremental costs of maintaining both 

capabilities would be minimal. 

The amendments eliminate the 15 

business day filing period for fund risk/ 

return summary XBRL information. As 

an alternative, we could modify rather 

than eliminate the 15 business day filing 

period. For example, one commenter 

suggested that shortening the filing 

period to 10 business days would not 

result in a significant burden to funds 

while another commenter suggested 

shortening the filing period to 7 days.281

These alternatives present a tradeoff 

between the flexibility that the filing 

period provides and the timeliness of 

the availability of risk/return summary 

XBRL information to data users. 

Compared to the elimination of the 

XBRL filing period under the 

amendments, the alternatives of a 7- or 

10-business day filing period would 

reduce the benefits to investors and 

other data users from receiving more 

timely information on fund expenses, 

risks, and returns in XBRL. Further, 

because Inline XBRL involves 

embedding tags into the HTML 

document, once a filer transitions to 

Inline XBRL, the relevance of preserving 

the separate XBRL filing period is 

reduced and the incremental benefits to 

the filer of an extended filing period are 

likely to be attenuated. 

The amendments eliminating the 15 

business day filing period for funds do 

not change the liability provisions 

related to the Interactive Data File. As 

an alternative, we could temporarily 

modify the liability provisions 

pertaining to risk/return summary 

information XBRL data following the 

elimination of the 15 business day filing 

period, as suggested by one 

commenter.282 This alternative would 

temporarily reduce the costs to funds of 

liability for errors and omissions in risk/ 

return summary information XBRL data, 

potentially decreasing the initial 

transition cost. However, given the 

extended period under the amendments 

for complying with the Inline XBRL 

requirement and the elimination of the 

15 business day period, the benefit to 

funds from this alternative may be 

limited. Further, to the extent that this 

alternative could potentially weaken the 

incentives of filers to review XBRL data 

for accuracy during the temporary 

modified liability period, it could 

negatively impact data users. 

IV. Other Matters 

If any of the provisions of these rules, 

or the application thereof to any person 

or circumstance, is held to be invalid, 

such invalidity shall not affect other 

provisions or application of such 

provisions to other persons or 

circumstances that can be given effect 

without the invalid provision or 

application. 

V. Paperwork Reduction Act 

A. Background 

The amendments concern existing 

XBRL data rules that contain collection 

of information requirements within the 

meaning of the PRA. The Commission 

published a notice requesting comment 

on changes to these collection of 

information requirements in the Inline 

XBRL Proposing Release, and the 

Commission submitted these changes to 

the Office of Management and Budget 

(‘‘OMB’’) for review in accordance with 

the PRA.283 The titles for the affected 

collections of information are: 

‘‘Interactive Data’’ (OMB Control No. 3235– 

0645); and 

‘‘Mutual Fund Interactive Data’’ (OMB 

Control No. 3235–0642). 

These collections of information 

require operating company and fund 

filers to submit specified information to 

the Commission as an exhibit to their 

current and periodic reports and 

registration statements and post it on 

their websites, if any, in interactive data 

format. The information required is 

referred to as an Interactive Data File. 

The amendments will require operating 

company and fund filers, on a phased in 

basis, to embed part of the Interactive 

Data File within an HTML document 

using Inline XBRL and include the rest 

in an exhibit to that document. The 

amendments also will eliminate the 

current website posting requirements. 

The primary purpose of the 

amendments is to improve the 

usefulness and quality of, and, over 

time, to decrease the cost of preparing 

for submission, certain information 

filers are required to submit to the 

Commission in interactive data form. 

Compliance with the amendments will 

be mandatory according to the phase-in 

schedule. Responses to the collections 

of information will not be kept 

confidential by the Commission and 

there is no mandatory retention period 

for the collections of information. An 

agency may not conduct or sponsor, and 

a person is not required to respond to, 

a collection of information requirement 

unless it displays a currently valid OMB 

control number. 

B. Summary of Comment Letters and 

Revisions to Proposals 

In the Inline XBRL Proposing Release, 

the Commission requested comment on 

our PRA burden hour and cost estimates 

and the analysis used to derive such 

estimates. We did not receive any 

comments that provided quantitative 

estimates concerning our PRA analysis 

and burden estimates of the 

amendments. However, several 

commenters that specifically addressed 

risk/return summary Inline XBRL 

requirements stated that the 

Commission may have underestimated 

the burden of initial transition to Inline 

XBRL.284 Therefore, we are revising 

upward our estimate of the burden of 

initial transition to Inline XBRL for 

funds, as described in greater detail 

below. Further, in response to 

commenter concerns, we are modifying 

the compliance dates for funds and 

providing funds an additional year after 

the effective date of the amendments to 

comply with the Inline XBRL 

requirements. Therefore, we are revising 

the calculation of the average aggregate 

change in burden during the three-year 

period after the effective date of the 

amendments to reflect the modified 

phase-in. The other modifications to the 

proposal are not expected to affect 

burden estimates for the purposes of the 

PRA. We also are revising the estimate 

of the number of operating company 

and fund filers to reflect more recent 

information. 

C. Reporting and Cost Burden Estimates 

1. Registration Statement and Periodic 

Reporting 

Form S–1 (OMB Control No. 3235– 

0065), Form S–3 (OMB Control No. 

3235–0073), Form S–4 (OMB Control 

No. 3235–0324), and Form S–11 (OMB 

Control No. 3235–0067) prescribe 

information that a filer must disclose to 

register certain offers and sales of 


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285Thus, for the initial response using Inline 

XBRL, we estimate that filers will experience a net 

increase in internal burden of 6 hours (8 hours¥2 

hours = 6 hours). 

286See Inline XBRL Proposing Release, at 14301, 

n. 200. 8,601 filers × 4.5 responses per filer = 38,705 

responses per year. 

287See note 49 above. We continue to estimate 

that there will be 4.5 responses per filer per year. 

8,315 filers × 4.5 responses per filer = 37,418 

responses. 

288Based on staff analysis of Form 10–K, 10–Q, 

20–F, and 40–F filings and amendments to them 

filed during calendar year 2017, approximately 26% 

of filers were large accelerated filers and 

approximately 19% of filers were accelerated filers. 

For purposes of this estimate, we assume that these 

percentages are representative of the percentages of 

filers in different phase-in categories. 

289The first response is estimated to incur a net 

additional burden of six hours per response and the 

remaining responses are estimated to incur a net 

decrease in burden of two hours per response. The 

calculation below considers the aggregate average 

yearly change in internal burden incurred by each 

of the three categories of filers during the first three 

years of the Inline XBRL requirements. Filers that 

are phased in during year two are assumed to incur 

no change in burden during year one. Filers that are 

phased in during year three are assumed to incur 

no change in burden during years one and two. 

Filers phased in during year one: 8,315 × 26%. 

Average yearly change in internal burden per filer: 

[6 + (3.5 + 4.5 + 4.5) × (¥2)]/3 = ¥6.33 hours. 

Aggregate average yearly change in internal burden 

for filers phased in during year one: 8,315 × 26% 

× (¥6.33 hours) = ¥13,685 hours. 

Filers phased in during year two: 8,315 × 19%. 

Average yearly change in internal burden per filer: 

[0 + 6 + (3.5 + 4.5) × (¥2)]/3 = ¥3.33 hours. 

Aggregate average yearly change in internal burden 

for filers phased in during year two: 8,315 × 19% 

× (¥3.33 hours) = ¥5,261 hours. 

Filers phased in during year three: 8,315 × 55%. 

Average yearly change in internal burden per filer: 

[0 + 0 + 6 + 3.5 × (¥2)]/3 = ¥0.33 hours. Aggregate 

average yearly change in internal burden for filers 

phased in during year three: 8,315 × 55% × (¥0.33 

hours) = ¥1,509 hours. 

Aggregate average yearly change in internal 

burden: ¥13,685¥5,261¥1,509 = ¥20,455 hours. 

290Filers are estimated to incur an additional $5 

per response beginning with the first year of 

compliance for their phase-in category. The 

calculation below considers the aggregate average 

yearly change in external cost incurred by each of 

the three categories of filers during the first three 

years of the Inline XBRL requirements. Filers that 

are phased in during year two are assumed to incur 

no change in external cost during year one. Filers 

that are phased in during year three are assumed 

to incur no change in external cost during years one 

and two. 

Filers phased in during year one: 8,315 × 26%. 

Average yearly change in external cost per filer: [$5 

× 3 × 4.5]/3 = $22.50. Aggregate average yearly 

change in external cost for filers phased in during 

year one: 8,315 × 26% × $22.50 = $48,643. 

Filers phased in during year two: 8,315 × 19%. 

Average yearly change in external cost per filer: [$0 

+ $5 × 2 × 4.5]/3 = $15.00. Aggregate average yearly 

change in external cost for filers phased in during 

year two: 8,315 × 19% × $15.00 = $23,698. 

Filers phased in during year three: 8,315 × 55%. 

Average yearly change in external cost per filer: [$0 

+ $0 + $5 × 4.5]/3 = $7.50. Aggregate average yearly 

change in external cost for filers phased in during 

year three: 8,315 × 55% × $7.50 = $34,299. 

Aggregate average yearly change in external cost: 

$48,643 + $23,698 + $34,299 = $106,640. 

291 8,315 × (¥4) = ¥33,260 hours. 

292 8,601 × 4.5 = 38,705 responses. 38,705 

responses × 56 hours per response = 2,167,480 

hours. 

293 8,601 × 4.5 = 38,705 responses. 38,705 

responses × $6,170 per response = $238,809,850. 

securities under the Securities Act. 

Form F–1 (OMB Control No. 3235– 

0258), Form F–3 (OMB Control No. 

3235–0256), Form F–4 (OMB Control 

No. 3235–0325), and Form F–10 (OMB 

Control No. 3235–0380) prescribe 

information that an FPI must disclose to 

register certain offers and sales of 

securities under the Securities Act. 

Form 10–K (OMB Control No. 3235– 

0063) prescribes information that a filer 

must disclose annually to the market 

about its business. Form 10–Q (OMB 

Control No. 3235–0070) prescribes 

information that a filer must disclose 

quarterly to the market about its 

business. Form 10 (OMB No. 3235– 

0064) prescribes information that a filer 

must disclose when registering a class of 

securities pursuant to the Exchange Act. 

Form 8–K (OMB No. 3235–0060) 

prescribes information an issuer must 

disclose to the market upon the 

occurrence of certain specified events 

and enables an issuer to disclose other 

information voluntarily. Form 20–F 

(OMB Control No. 3235–0288) and Form 

40–F (OMB No. 3235–0381) are used by 

an FPI both to register a class of 

securities under the Exchange Act as 

well as to provide its annual report 

required under the Exchange Act. Form 

6–K (OMB No. 3235–0116) prescribes 

information that an FPI must disclose 

regarding certain specified changes to 

its business and securities pursuant to 

the Exchange Act and enables an issuer 

to disclose other information 

voluntarily. The information required 

by the Interactive Data collection of 

information corresponds to specified 

financial information required by these 

forms. 

Form N–1A (OMB Control No. 3235– 

0307) is used by funds to register under 

the Investment Company Act and to 

offer their securities under the 

Securities Act. The information required 

by the Mutual Fund Interactive Data 

collection of information corresponds to 

specified risk/return summary 

information now required by Form N– 

1A and is required to appear in exhibits 

to registration statements on Form N–1A 

and Rule 497 submissions and on fund 

websites. Although the Mutual Fund 

Interactive Data filing requirements are 

included in Form N–1A, the 

Commission has separately reflected the 

burden for these requirements in the 

burden estimate for Mutual Fund 

Interactive Data and not in the burden 

for Form N–1A. 

We continue to estimate that the 

Inline XBRL requirement for financial 

statement information will result in an 

initial increase in the existing internal 

burden of XBRL requirements (56 hours 

per response) by eight hours to switch 

to Inline XBRL. This increase in burden 

will be borne only for the initial 

response that uses Inline XBRL. We also 

continue to estimate that reductions in 

review time will result in a decrease of 

two hours per response in the existing 

internal burden, beginning with the 

initial response and continuing on an 

ongoing basis.285 We further estimate 

that the average filer will incur a small 

increase in external cost of $5 per 

response (from $6,170 to $6,175) on an 

ongoing basis, beginning in the first year 

of compliance for its phase-in category. 

In the Inline XBRL Proposing Release 

we estimated that there would be 38,705 

responses per year by 8,601 filers.286

Based on more recent information on 

the number of filers, we estimate that 

there will be 37,418 responses per year 

by 8,315 filers.287 Based on the number 

of filers that we expect to be phased in 

during each of the first three years 

under the requirements,288 the number 

of filings that we expect those filers to 

make that will require interactive data, 

and the internal burden hour and 

external cost estimates per response 

discussed above, we estimate that, over 

the first three years of the Inline XBRL 

requirements, switching to the Inline 

XBRL format will decrease the aggregate 

average yearly burden of financial 

statement information XBRL 

requirements by 20,455 hours of inhouse personnel time 289 and increase 

the aggregate average yearly cost of 

services of outside professionals by 

$106,640.290

The elimination of the website 

posting requirement also is expected to 

reduce the paperwork burden of the 

financial statement information XBRL 

requirements. The Commission 

previously estimated that operating 

companies would incur an average of 

approximately four burden hours per 

filer per year to post interactive data to 

their websites. Based on the updated 

estimate of 8,315 filers, we estimate that 

the elimination of the website posting 

requirement will decrease the aggregate 

average yearly burden on operating 

company filers by 33,260 hours.291

The Commission previously estimated 

the aggregate average yearly burden of 

the existing XBRL requirements for 

operating companies as 2,167,480 hours 

of in-house personnel time 292 and 

$238,809,850 in the cost of services of 

outside professionals.293 Using more 

recent information on the number of 

filers, the aggregate average yearly 

burden of the existing XBRL 


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294 8,315 × 4.5 = 37,418 responses. 37,418 

responses × 56 hours per response = 2,095,408 

hours. 

295 8,315 × 4.5 = 37,418 responses. 37,418 

responses × $6,170 per response = $230,869,060. 

296 2,095,408¥53,715 = 2,041,693 hours. See note 

294 above and note 298 below. 

297 $230,869,060 + $106,640 = $230,975,700. See 

notes 290 and 295 above. 

298¥20,455¥33,260 = ¥53,715 hours. See notes 

289 and 291 above. 

299See note 290 above. 

300¥53,715 hours/8,315 filers = ¥6.46 hours per 

filer. See notes 49 and 298 above. 

301 $106,640/8,315 filers = $12.83 per filer. See 

notes 49 and 290 above. 

302See Inline XBRL Proposing Release, at 14302, 

n. 217. 

303See note 50 above. We continue to estimate 

that there will be 1.36 responses per fund per year. 

11,181 funds × 1.36 responses = 15,206 responses. 

One commenter estimated that it prepared 

approximately 336 XBRL filings during the past 

calendar year. See letter from Federated II. In its 

2017 letter, the commenter stated that it had 123 

mutual funds. See letter from Federated I. This 

results in an estimate of approximately 2.73 (336/ 

123) filings per fund per year. However, we are not 

able to determine whether this commenter’s 

estimate of the average number of filings per fund 

is representative of other fund complexes. A 

comparable estimate for other filers is not readily 

obtainable from XBRL filings data since a number 

of XBRL filings report risk/return summary 

information for more than one fund. 

304See letters from Federated I and II; ICI I and 

II; and USBFS. 

305Thus, for the initial response using Inline 

XBRL, we estimate that funds will experience a net 

increase in hour burden of 3.5 hours (4.0 hours¥0.5 

hours = 3.5 hours). 

306See note 50 above and accompanying text. 

307The calculation below considers the aggregate 

average yearly change in burden incurred by each 

of the two categories of funds during the first three 

years under the amendments. Based on staff 

analysis of data obtained from Morningstar Direct, 

as of May 2018, we estimate that a $1 billion asset 

threshold for groups of related investment 

companies will provide an extended compliance 

period to approximately two-thirds, or 

approximately 67%, of all mutual funds affected by 

the Inline XBRL requirements. See note 150 and 

accompanying text. 

Funds that are phased in during year two are 

assumed to incur no change in burden in year one. 

Funds that are phased in during year three are 

assumed to incur no change in burden in years one 

and two. 

Funds phased in during year two: 33% × 11,181 

funds = 3,690 funds. Aggregate average yearly 

change in internal burden for funds phased in 

during year one: 3,690 funds × {[0 + 3.5 + (0.36 + 

1.36) × (¥0.5)]/3} hours per fund = 3,247 hours. 

Funds phased in during year three: 67% × 11,181 

funds = 7,491 funds. Aggregate average yearly 

change in internal burden for funds phased in 

during year two: 7,491 funds × {[0 + 0 + 3.5 + (0.36) 

× (¥0.5)]/3} hours per fund = 8,290 hours. 

Aggregate average yearly change in burden: 3,247 

+ 8,290 = 11,537 hours. 

308See note 50 above and accompanying text. 

309Funds are estimated to incur an additional $10 

per year beginning with the first year of compliance 

for their phase-in category. The calculation below 

considers the aggregate average yearly change in 

external cost incurred by each of the two categories 

of funds during the first three years under the 

amendments. See note 307 above. 

Funds phased in during year two: 33% × 11,181 

funds = 3,690 funds. Average yearly change in 

external cost per fund: [$0 + $10 + $10]/3 = $6.67 

per fund. Aggregate average yearly change in 

external cost for all funds phased in during year 

one: 3,690 funds × $6.67 per fund = $24,612. 

Funds phased in during year three: 67% × 11,181 

funds = 7,491 funds. Average yearly change in 

external cost per fund: [$0 + $0 + $10]/3 = $3.33 

per fund. Aggregate average yearly change in 

external cost for all funds phased in during year 

two: 7,491 funds × $3.33 per fund = $24,945. 

Aggregate average yearly change in external cost: 

$24,612 + $24,945 = $49,557. 

310 15,206 responses × (¥1) hour per response = 

¥15,206 hours. 

1.36 responses per fund × (¥1) hour per response 

= ¥1.36 hours per fund. 

requirements for operating companies 

would be 2,095,408 hours of in-house 

personnel time 294 and $230,869,060 in 

the cost of services of outside 

professionals.295 We estimate that in the 

first three years of the Inline XBRL 

requirements, the aggregate average 

yearly burden of XBRL requirements for 

operating companies will be 2,041,693 

hours of in-house personnel time 296 and 

$230,975,700 in the cost of services of 

outside professionals,297 which 

represents a decrease of 53,715 hours of 

in-house personnel time 298 and an 

increase of $106,640 in the cost of 

services of outside professionals,299 or a 

decrease of 6.46 hours of in-house 

personnel time per filer 300 and an 

increase of $12.83 in the cost of services 

of outside professionals per filer.301

With respect to fund risk/return 

summaries, the Commission previously 

estimated that each fund will submit 

one Interactive Data File as an exhibit to 

a registration statement or a posteffective amendment thereto, and that 

36% of funds will submit an additional 

Interactive Data File as an exhibit to a 

filing pursuant to Rule 485(b) or Rule 

497. The Commission also previously 

estimated that (1) tagging and 

submitting fund risk/return data in 

XBRL format requires 11 hours per 

response, and (2) posting interactive 

data to the fund website requires one 

additional hour per response. In 

addition, the Commission previously 

estimated an external cost burden of 

$890 for the cost of goods and services 

purchased to comply with the current 

Interactive Data requirements, such as 

for software and/or the services of 

consultants and filing agents. The cost 

burden does not include the cost of the 

hour burden described above. 

In the Inline XBRL Proposing Release, 

the Commission estimated that there 

would be 15,104 responses per year by 

11,106 funds.302 Based on updated 

industry figures on the number of funds, 

we estimate that there will be 15,206 

responses per year by 11,181 funds.303

The Inline XBRL Proposing Release 

also estimated that the Inline XBRL 

requirement for risk/return summary 

information would result in an initial 

increase in internal burden by two 

hours to switch to Inline XBRL. 

Commenters did not provide 

quantitative estimates of the impact of 

Inline XBRL on the burden of XBRL 

preparation for risk/return summaries. 

However, after considering qualitative 

input from some commenters that 

indicated the Commission may have 

underestimated the cost of transition to 

Inline XBRL for funds,304 we are 

revising the estimate of the increase in 

internal burden for funds from two 

hours to four hours for the initial 

response. We continue to estimate that 

this increase in burden will be borne 

only for the initial response that uses 

Inline XBRL. Further, we continue to 

estimate that there will be a reduction 

in review time that will result in a 

decrease in internal burden of 

approximately 0.5 hours per response, 

beginning with the initial response and 

continuing on an ongoing basis.305 We 

are postponing the phase-in for funds by 

one additional year after the effective 

date of the amendments. Based on the 

estimate of 11,181 funds,306 and 

accounting for the modifications to the 

phase-in of different filer categories, we 

estimate that the aggregate average 

yearly internal burden of risk/return 

summary information XBRL 

requirements will increase by 11,537 

hours of in-house personnel time.307 We 

also continue to estimate that the 

average fund will incur an increase in 

software costs of $10 per year on an 

ongoing basis, beginning in the first year 

of compliance for its phase-in category 

with the Inline XBRL requirement. 

Based on the estimate of 11,181 

funds,308 we estimate that the Inline 

XBRL requirement will result in an 

increase of $49,557 in the aggregate 

average yearly cost of services of outside 

professionals.309

The elimination of the website 

posting requirements is expected to 

reduce the paperwork burden for funds 

by one hour per response. We therefore 

estimate that the elimination of the 

website posting requirements will 

decrease the aggregate average yearly 

burden on funds by 15,206 hours of inhouse personnel time or 1.36 hours per 

fund.310

The Commission previously estimated 

that the existing risk/return summary 

information XBRL requirements require 

funds to expend 181,248 hours of inhouse personnel time and $9,884,340 in 

the cost of services of outside 

professionals per year, based on an 


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311See Inline XBRL Proposing Release, nn. 219– 

220. 

15,104 responses × (11 + 1) hours per response 

= 181,248 hours. 

11,106 funds × $890 per fund = $9,884,340. 

312See note 303 above. 15,206 responses × (11 + 

1) hours per response = 182,472 hours. 

11,181 funds × $890 per fund = $9,951,090. 

313 182,472¥15,206 + 11,537 = 178,803 hours. 

See notes 307, 310, and 312 above. 

314 $9,951,090 + $49,557 = $10,000,647. See notes 

309 and 312 above. 

315¥15,206 + 11,537 =¥3,669 hours. See notes 

307 and 310 above. 

316See note 309 above. 

317¥3,669 hours/11,181 filers =¥0.33 hours per 

filer. See notes 50 and 315 above. 

318 $49,557/11,181 filers = $4.43 per filer. See 

notes 50 and 309 above. 

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

320For purposes of the PRA, we estimate that no 

funds participate in the 2005 XBRL Voluntary 

Program each year. This information collection, 

therefore, imposes no paperwork burden. The 

proposed termination of the program will therefore 

not result in changes in burden, except the 

elimination of one hour associated with this 

information collection for administrative purposes. 

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

322See notes 157–158 above. 

323See note 161 above. 

324See note 83 above. 

325See note 115 above. One of these commenters 

specifically mentioned the concern that the 

requirement would impose costs on smaller 

registrants. See letter from USBFS. 

326 5 U.S.C. 601(6). 

327 17 CFR 240.0–10(a). 

328This estimate is based on staff analysis of 

XBRL data submitted by filers, other than coContinued 

estimate of 11,106 funds.311 Based on 

updated industry figures, the existing 

XBRL requirements for funds will 

require 182,472 hours of in-house 

personnel time and $9,951,090 in the 

cost of services of outside 

professionals.312 We estimate that in the 

first three years under the amendments, 

the aggregate average yearly burden of 

XBRL requirements for funds will 

decrease to 178,803 hours of in-house 

personnel time 313 and the aggregate 

average yearly cost of services of outside 

professionals will increase to 

$10,000,647,314 which represents a 

decrease of 3,669 hours of in-house 

personnel time 315 and an increase of 

$49,557 in the cost of services of outside 

professionals,316 or a decrease of 0.33 

hours of in-house personnel time per 

filer 317 and an increase of $4.43 in the 

cost of services of outside professionals 

per filer.318

We are submitting these revised 

burden estimates to OMB for review in 

accordance with the PRA and its 

implementing regulations.319

2. Regulation S–K and Regulation S–T 

Regulation S–K (OMB Control No. 

3235–0071) specifies information that 

must be provided in filings under both 

the Securities Act and the Exchange 

Act. Regulation S–T (OMB Control No. 

3235–0424) specifies the requirements 

that govern the electronic submission of 

documents. The amendments will revise 

rules under Regulations S–K and S–T. 

Any changes in the paperwork burden 

arising from these amendments, 

however, will be reflected in the 

Interactive Data collection of 

information and the Mutual Fund 

Interactive Data collection of 

information. The rules in Regulations S– 

K and S–T do not impose any separate 

burden. We assign one burden hour 

each to Regulations S–K and S–T for 

administrative convenience to reflect 

the fact that these regulations do not 

impose any direct burden on filers.320

VI. Final Regulatory Flexibility Act 

Analysis 

This Final Regulatory Flexibility 

Analysis (‘‘FRFA’’) has been prepared in 

accordance with the Regulatory 

Flexibility Act (‘‘RFA’’).321 This FRFA 

relates to amendments that will require 

operating companies to provide 

financial statement information and 

funds to provide risk/return summary 

information to the Commission in the 

Inline XBRL format. 

A. Need for, and Objectives of, the Final 

Amendments 

The primary reason for, and objective 

of, these amendments is to improve the 

usefulness and quality of, and, over 

time, to decrease the cost of preparing 

for submission, certain information that 

filers are required to submit to the 

Commission in interactive data form. 

The need for, and objectives of, the final 

amendments are discussed in more 

detail in Section III.A above. 

B. Significant Issues Raised by Public 

Comments 

In the Inline XBRL Proposing Release, 

the Commission requested comment on 

any aspect of the Initial Regulatory 

Flexibility Analysis (‘‘IRFA’’), including 

the number of small entities that would 

be affected by the proposed rules, the 

nature of the impact, and how to 

quantify the impact of the amendments. 

We did not receive comments 

specifically addressing the IRFA. 

Several commenters, however, 

addressed aspects of the proposed 

amendments that could potentially 

affect small entities. In particular, 

several commenters expressed concern 

that the proposed transition to Inline 

XBRL will have a relatively greater 

impact on smaller filers. To facilitate 

transition for smaller filers, the majority 

of the commenters that addressed this 

issue supported a phase-in period.322

Several commenters also recommended 

that Form 10–Q filers not be required to 

file Form 10–K in Inline XBRL until 

after they have filed Form 10–Q in 

Inline XBRL.323 Several commenters 

opposed requiring Inline XBRL for some 

or all filers.324 A few commenters that 

specifically discussed risk/return 

summaries expressed concern about the 

burden to filers of the initial transition 

to Inline XBRL and the elimination of 

the 15 business day filing period.325

To alleviate the potential impact of 

transition to Inline XBRL on smaller 

operating company filers, we are 

adopting, as proposed, the phased 

compliance dates that defer the Inline 

XBRL requirement until the fourth year 

after the effective date for nonaccelerated filers that prepare their 

financial statements in accordance with 

U.S. GAAP. In a modification from the 

proposal, in response to comments, and 

to further alleviate the potential impact 

of transition for all domestic form filers, 

including small entities, domestic form 

filers will be required to comply 

beginning with their first Form 10–Q for 

a fiscal period ending on or after the 

applicable compliance date, as opposed 

to the first filing for a fiscal period 

ending on or after that date, to enable 

filers to gain experience with Inline 

XBRL through less complex filings. 

Further, to alleviate the potential 

impact of transition to Inline XBRL on 

smaller fund filers, we are postponing 

the proposed phased compliance dates 

to defer the Inline XBRL requirement by 

an additional year. To facilitate XBRL 

submissions, as proposed, and 

consistent with commenter input, we 

are permitting concurrent submission of 

risk/return summary XBRL data with 

certain post-effective amendments 

under Rule 485(b). 

C. Small Entities Subject to the 

Amendments 

The amendments will affect some 

small entities. The RFA defines ‘‘small 

entity’’ to mean ‘‘small business’’, 

‘‘small organization’’, or ‘‘small 

governmental jurisdiction’’.326 For 

purposes of the RFA, under our rules, 

an entity, other than an investment 

company, is a ‘‘small business’’ or 

‘‘small organization’’ if it had total 

assets of $5 million or less on the last 

day of its most recent fiscal year.327 We 

estimate that there are approximately 

1,163 filers, other than investment 

companies, that may be considered 

small entities and are subject to the 

amendments.328 All of these filers will 


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40872 Federal Register / Vol. 83, No. 159 / Thursday, August 16, 2018 / Rules and Regulations 

registrants, with EDGAR filings of Forms 10–K, 20– 

F, and 40–F and amendments filed during the 

calendar year 2017. 

329 17 CFR 270.0–10(a). 

330This estimate is derived from an analysis of 

data obtained from Morningstar Direct as well as 

data reported on Form N–SAR filed with the 

Commission for the period ending December 31, 

2017. 

331See notes 300, 301, 317, and 318 above. 

332See notes 291 and 310 above. 

333See notes 61–62 above. 

334See notes 238–241 above and accompanying 

text. 

335See note 242 above. 

be required to comply with the 

amendments by the end of the phase-in. 

In addition, for purposes of the RFA, 

an investment company, including a 

BDC, is a small entity if it, together with 

other investment companies in the same 

group of related investment companies, 

has net assets of $50 million or less as 

of the end of its most recent fiscal 

year.329 We estimate that, as of 

December 31, 2017, there were 54 openend investment companies that would 

be considered small entities, including 

open-end ETFs.330

D. Projected Reporting, Recordkeeping 

and Other Compliance Requirements 

All filers subject to the amendments 

currently are required to file an 

Interactive Data File entirely as an 

exhibit to their Commission filings. 

Under the amendments, filers will be 

required to embed part of the Interactive 

Data File within an HTML document 

using Inline XBRL and include the rest 

in an exhibit to that document. The 

requirement to use Inline XBRL will 

result in a small initial switching cost 

for filers but, as discussed in Sections 

III.B.1.a and V.C above, overall, for most 

filers, we anticipate that the use of 

Inline XBRL will, over time, reduce the 

ongoing internal burden of compliance 

with the XBRL requirements due to the 

removal of the requirement to include 

the entire Interactive Data File within an 

exhibit and slightly increase the 

external cost burden of compliance with 

the XBRL requirements due to 

modifications to XBRL preparation 

software.331 We also expect that the 

adopted elimination of the requirements 

to post the Interactive Data File on 

filers’ websites will reduce their 

compliance costs.332

The Inline XBRL requirement is 

expected to result in an initial cost of 

transition for filers when the 

requirement is implemented. The 

professional skills necessary for this 

requirement may be developed 

internally by filers or outsourced to 

third-party vendors. To that end, filer 

costs may include obtaining Inline 

XBRL preparation software or service 

capabilities from their own or thirdparty sources. Filers that already use 

their own or third-party Inline XBRL 

enabled filing solutions or filing 

solutions that can readily be modified to 

accommodate the Inline XBRL format 

are expected to incur a minimal initial 

cost.333 Although we recognize the 

likelihood of somewhat greater initial 

costs being incurred by filers that do not 

use such filing solutions, we believe 

that the initial cost of transition to 

Inline XBRL for those filers will still be 

small. In particular, we expect the cost 

to be small because the amendments 

consist primarily of an electronic format 

change. The amendments do not modify 

the substance of the XBRL requirements 

and thus do not affect the disclosure 

mapping process, which precedes the 

creation of the XBRL submission and 

accounts for the overwhelming majority 

of the XBRL preparation burden. 

Inline XBRL cannot be used with the 

ASCII format. Thus, filers that prepare 

the Related Official Filing in ASCII will 

incur additional costs of switching to 

HTML, and any fixed costs of such a 

change will have a relatively greater 

effect on smaller entities. We continue 

to believe that such costs will be 

minimal. First, a relatively small 

proportion of filers will have to switch 

to HTML as a result of the 

amendments.334 Second, the average 

costs of switching from ASCII to HTML 

are expected to be small because the 

software tools to prepare and file 

documents in HTML are widely used 

and the incremental cost of HTML 

features is minimal.335 We continue to 

believe that the remaining impact on 

smaller ASCII filers, if any, will be 

alleviated by the phase-in. 

The amendments are discussed in 

detail in Section III.A above. We discuss 

the economic impact, including the 

estimated compliance costs and 

burdens, of the amendments in Section 

III.B and Section V above. 

E. Agency Action To Minimize Effect on 

Small Entities 

The RFA directs us to consider 

alternatives that would accomplish the 

stated objectives of our amendments, 

while minimizing any significant 

adverse impact on small entities. 

Specifically, we considered the 

following alternatives: (1) Establishing 

different compliance or reporting 

requirements or timetables that take into 

account the resources available to small 

entities; (2) clarifying, consolidating, or 

simplifying compliance and reporting 

requirements for small entities under 

the amendments; (3) using performance 

rather than design standards; and (4) 

exempting small entities from coverage 

of all or part of these amendments. 

The amendments include different 

compliance schedules for operating 

companies, with a three-year phase-in 

based on filer size and use of accounting 

principles. Operating company small 

entities will not be subject to the Inline 

XBRL requirements until the final year 

of the phase-in. This different 

compliance timetable will enable 

smaller filers to defer the burden of any 

additional cost, learn from filers that 

comply earlier, and take advantage of 

any increases in the quality or decreases 

in the price of Inline XBRL preparation 

services or software that arise from 

expertise or competition that develops 

prior to their compliance date. 

Commenters generally supported the 

proposed phased approach to 

compliance. Additionally, in response 

to comments, we are changing the 

phase-in for operating company filers to 

start with a Form 10–Q filing, which 

will simplify the initial compliance and 

reporting requirement for all domestic 

form filers, including small entities. 

With respect to fund filers, the 

amendments similarly include different 

compliance schedules for funds based 

on filer size. The amendments extend 

the phase-in by an additional year 

relative to the proposal in response to 

commenter suggestions and concerns 

about the burden of transition for 

smaller funds. Thus, fund small entities 

will not be subject to the Inline XBRL 

requirements or the elimination of the 

15 business day filing period until three 

years after the effective date of the 

amendments. 

The elimination of the website 

posting requirements also will 

consolidate and simplify the 

compliance and reporting requirements 

for all operating companies and funds 

with respect to their interactive data. 

We do not believe that further 

clarification, consolidation, or 

simplification for small entities is 

appropriate because we believe that 

phased mandatory conversion of all 

filers to Inline XBRL is necessary to 

realize the benefits of Inline XBRL to 

data users. 

We are not adopting a partial or 

complete exemption from the Inline 

XBRL requirements or the use of 

performance rather than design 

standards for filers that are small 

entities because we believe that the 

long-term, consistent use of Inline XBRL 

may reduce the time and effort required 

to prepare XBRL filings, simplify the 

review process for filers, and improve 

the usefulness and quality of XBRL data, 

thereby benefiting investors, other 


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Federal Register / Vol. 83, No. 159 / Thursday, August 16, 2018 / Rules and Regulations 40873 

336 15 U.S.C. 77g, 77j and 77s(a). 

337 15 U.S.C. 78c, 78l, 78m, 78o(d), 78w(a) and 

78ll. 

338 15 U.S.C. 80a–8, 80a–24, 80a–29 and 80a–37. 

339Public Law 107–204, 116 Stat. 745. 

market participants, and other data 

users and potentially increasing the use 

of XBRL data. We also note that the 

elimination of the website posting 

requirements is expected to decrease the 

burden on all filers, including small 

entities. 

VII. Statutory Basis 

The amendments contained in this 

document are being adopted under the 

authority set forth in Sections 7, 10, and 

19(a) of the Securities Act; 336 Sections 

3, 12, 13, 15(d), 23(a), and 35A of the 

Exchange Act; 337 Sections 8, 24, 30, and 

38 of the Investment Company Act; 338

and Section 3(a) of the Sarbanes-Oxley 

Act.339

Text of the Final Rule and Form 

Amendments 

List of Subjects 

17 CFR Part 229 

Reporting and recordkeeping 

requirements, Securities. 

17 CFR Part 230 

Investment companies, Reporting and 

recordkeeping requirements, Securities. 

17 CFR Part 232 

Administrative practice and 

procedure, Reporting and recordkeeping 

requirements, Securities. 

17 CFR Parts 239 and 249 

Reporting and recordkeeping 

requirements, Securities. 

17 CFR Parts 270 and 274 

Investment companies, Reporting and 

recordkeeping requirements, Securities. 

For the reasons stated in the 

preamble, the Commission is amending 

title 17, chapter II of the Code of the 

Federal Regulations as follows: 

PART 229—STANDARD 

INSTRUCTIONS FOR FILING FORMS 

UNDER SECURITIES ACT OF 1933, 

SECURITIES EXCHANGE ACT OF 1934 

AND ENERGY POLICY AND 

CONSERVATION ACT OF 1975— 

REGULATION S–K 

■ 1. The authority citation for part 229 

continues to read as follows: 

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

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

77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 77iii, 

77jjj, 77nnn, 77sss, 78c, 78i, 78j, 78j–3, 78l, 

78m, 78n, 78n–1, 78o, 78u–5, 78w, 78ll, 

78mm, 80a–8, 80a–9, 80a–20, 80a–29, 80a– 

30, 80a–31(c), 80a–37, 80a–38(a), 80a–39, 

80b–11, and 7201 et seq.; 18 U.S.C. 1350; 

Sec. 953(b) Pub. L. 111–203, 124 Stat. 1904 

(2010); and Sec. 102, Pub. L. 112–106, 126 

Stat. 310 (2012). 

■ 2. Amend § 229.601 by: 

■ a. Removing and reserving entry (100) 

from the exhibit table in paragraph (a); 

■ b. Removing and reserving paragraph 

(b)(100); and 

■ c. Revising paragraph (b)(101). 

The revision reads as follows: 

§ 229.601 (Item 601) Exhibits. 

* * * * * 

(b) * * * 

(100) [Reserved] 

(101) Interactive Data File. Where a 

registrant prepares its financial 

statements in accordance with either 

generally accepted accounting 

principles as used in the United States 

or International Financial Reporting 

Standards as issued by the International 

Accounting Standards Board, an 

Interactive Data File (§ 232.11 of this 

chapter) is: 

(i) Required to be submitted. Required 

to be submitted to the Commission in 

the manner provided by § 232.405 of 

this chapter if the registrant does not 

prepare its financial statements in 

accordance with 17 CFR 210.6–01 

through 210.6–10 (Article 6 of 

Regulation S–X), except that an 

Interactive Data File: 

(A) First is required for a periodic 

report on Form 10–Q (§ 249.308a of this 

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

chapter), or Form 40–F (§ 249.240f of 

this chapter), as applicable; 

(B) Is required for a registration 

statement under the Securities Act only 

if the registration statement contains a 

price or price range; and 

(C) Is required for a Form 8–K 

(§ 249.308 of this chapter) only when 

the Form 8–K contains audited annual 

financial statements that are a revised 

version of financial statements that 

previously were filed with the 

Commission and that have been revised 

pursuant to applicable accounting 

standards to reflect the effects of certain 

subsequent events, including a 

discontinued operation, a change in 

reportable segments or a change in 

accounting principle. In such case, the 

Interactive Data File will be required 

only as to such revised financial 

statements regardless of whether the 

Form 8–K contains other financial 

statements. 

(ii) Permitted to be submitted. 

Permitted to be submitted to the 

Commission in the manner provided by 

§ 232.405 of this chapter if the: 

(A) Registrant does not prepare its 

financial statements in accordance with 

17 CFR 210.6–01 through 210.6–10 

(Article 6 of Regulation S–X); and 

(B) Interactive Data File is not 

required to be submitted to the 

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

of this section. 

Instruction 1 to paragraphs (b)(101)(i) 

and (ii): When an Interactive Data File 

is submitted as provided by 

§ 232.405(a)(3)(i) of this chapter, the 

exhibit index must include the word 

‘‘Inline’’ within the title description for 

any eXtensible Business Reporting 

Language (XBRL)-related exhibit. 

(iii) Not permitted to be submitted. 

Not permitted to be submitted to the 

Commission if the registrant prepares its 

financial statements in accordance with 

17 CFR 210.6–01 through 210.6–10 

(Article 6 of Regulation S–X). 

* * * * * 

PART 230—GENERAL RULES AND 

REGULATIONS, SECURITIES ACT OF 

1933 

■ 3. The authority citation for part 230 

continues to read in part as follows: 

Authority: 15 U.S.C. 77b, 77b note, 77c, 

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

78c, 78d, 78j, 78l, 78m, 78n, 78o, 78o–7 note, 

78t, 78w, 78ll(d), 78mm, 80a–8, 80a–24, 80a– 

28, 80a–29, 80a–30, and 80a–37, and Pub. L. 

112–106, sec. 201(a), sec. 401, 126 Stat. 313 

(2012), unless otherwise noted. 

* * * * * 

■ 4. Amend § 230.144 by revising 

paragraph (c)(1)(ii) and paragraphs 1.b 

and 2 of Note to § 230.144(c) to read as 

follows: 

§ 230.144 Persons deemed not to be 

engaged in a distribution and therefore not 

underwriters. 

* * * * * 

(c) * * * 

(1) * * * 

(ii) Submitted electronically every 

Interactive Data File (§ 232.11 of this 

chapter) required to be submitted 

pursuant to § 232.405 of this chapter, 

during the 12 months preceding such 

sale (or for such shorter period that the 

issuer was required to submit such 

files); or 

* * * * * 

Note to § 230.144(c): * * * 

1. * * * 

b. Submitted electronically every 

Interactive Data File (§ 232.11 of this chapter) 

required to be submitted pursuant to 

§ 232.405 of this chapter, during the 

preceding 12 months (or for such shorter 

period that the issuer was required to submit 

such files); or 

2. A written statement from the issuer that 

it has complied with such reporting or 

submission requirements. 

* * * * * 


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40874 Federal Register / Vol. 83, No. 159 / Thursday, August 16, 2018 / Rules and Regulations 

■ 5. Amend § 230.485 by revising 

paragraph (c)(3) to read as follows: 

§ 230.485 Effective date of post-effective 

amendments filed by certain registered 

investment companies. 

* * * * * 

(c) * * * 

(3) A registrant’s ability to file a posteffective amendment, other than an 

amendment filed solely for purposes of 

submitting an Interactive Data File, 

under paragraph (b) of this section is 

automatically suspended if a registrant 

fails to submit any Interactive Data File 

as required by General Instruction 

C.3.(g) of Form N–1A (§§ 239.15A and 

274.11A of this chapter). A suspension 

under this paragraph (c)(3) shall become 

effective at such time as the registrant 

fails to submit an Interactive Data File 

as required by General Instruction 

C.3.(g) of Form N–1A. Any such 

suspension, so long as it is in effect, 

shall apply to any post-effective 

amendment that is filed after the 

suspension becomes effective, but shall 

not apply to any post-effective 

amendment that was filed before the 

suspension became effective. Any 

suspension shall apply only to the 

ability to file a post-effective 

amendment pursuant to paragraph (b) of 

this section and shall not otherwise 

affect any post-effective amendment. 

Any suspension under this paragraph 

(c)(3) shall terminate as soon as a 

registrant has submitted the Interactive 

Data File as required by General 

Instruction C.3.(g) of Form N–1A. 

* * * * * 

■ 6. Amend § 230.497 by revising the 

last sentence of paragraphs (c) and (e) to 

read as follows: 

§ 230.497 Filing of investment company 

prospectuses—number of copies. 

* * * * * 

(c) * * * Investment companies filing 

on Form N–1A must, if applicable 

pursuant to General Instruction C.3.(g) 

of Form N–1A, submit an Interactive 

Data File (§ 232.11 of this chapter). 

* * * * * 

(e) * * * Investment companies filing 

on Form N–1A must, if applicable 

pursuant to General Instruction C.3.(g) 

of Form N–1A, submit an Interactive 

Data File (§ 232.11 of this chapter). 

* * * * * 

PART 232—REGULATION S–T— 

GENERAL RULES AND REGULATIONS 

FOR ELECTRONIC FILINGS 

■ 7. The authority citation for part 232 

continues to read in part as follows: 

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

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

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

80a–29, 80a–30, 80a–37, 7201 et seq.; and 18 

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

* * * * * 

■ 8. Amend § 232.11 by revising the 

definition of ‘‘Interactive Data File’’, 

removing the definition of ‘‘Promptly’’, 

revising the definition of ‘‘Related 

Official Filing’’, and removing the 

definition of ‘‘XBRL-Related 

Documents’’ to read as follows: 

§ 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 

and as specified by the EDGAR Filer 

Manual. When a filing is submitted 

using Inline XBRL as provided by 

§ 232.405(a)(3), a portion of the 

Interactive Data File is embedded into a 

filing with the remainder submitted as 

an exhibit to the filing. 

* * * * * 

Related Official Filing. The term 

Related Official Filing means the ASCII 

or HTML format part of the official 

filing with which all or part of an 

Interactive Data File appears as an 

exhibit or, in the case of a filing on 

Form N–1A (§§ 239.15A and 274.11A of 

this chapter), the ASCII or HTML format 

part of an official filing that contains the 

information to which an Interactive Data 

File corresponds. 

* * * * * 

■ 9. Amend § 232.201 by revising 

paragraphs (b) and (c) to read as follows: 

§ 232.201 Temporary hardship exemption. 

* * * * * 

(b) An electronic format copy of the 

filed paper format document shall be 

submitted to the Commission within six 

business days of filing the paper format 

document. Failure to submit the 

confirming electronic copy of a paper 

filing made in reliance on the temporary 

hardship exemption, as required in this 

paragraph (b), will result in ineligibility 

to use Form SF–3 (see § 239.45 of this 

chapter). The electronic format version 

shall contain the following statement in 

capital letters at the top of the first page 

of the document: 

THIS DOCUMENT IS A COPY OF 

THE (specify document) FILED ON 

(date) PURSUANT TO A RULE 201 

TEMPORARY HARDSHIP EXEMPTION 

Note 1 to paragraph (b): As provided 

elsewhere in this chapter, failure to submit 

the confirming electronic copy of a paper 

filing made in reliance on the temporary 

hardship exemption, as required in 

paragraph (b) of this section, will result in 

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

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

chapter, respectively), restrict incorporation 

by reference into an electronic filing of the 

document submitted in paper (see § 232.303), 

and toll certain time periods associated with 

tender offers (see §§ 240.13e–4(f)(13) and 

240.14e-1(e) of this chapter). 

Note 2 to paragraph (b): If the exemption 

relates to an exhibit only, the requirement to 

submit a confirming electronic copy shall be 

satisfied by refiling the exhibit in electronic 

format in an amendment to the filing to 

which it relates. The confirming copy tag 

should not be used. The amendment should 

note that the purpose of the amendment is to 

add an electronic copy of an exhibit 

previously filed in paper pursuant to a 

temporary hardship exemption. 

(c) If an electronic filer experiences 

unanticipated technical difficulties 

preventing the timely preparation and 

submission of an Interactive Data File 

(§ 232.11) as required pursuant to 

§ 232.405, the electronic filer still can 

timely satisfy the requirement to submit 

the Interactive Data File in the following 

manner: 

(1) Substitute for the Interactive Data 

File exhibit a document that sets forth 

the following legend: 

IN ACCORDANCE WITH THE 

TEMPORARY HARDSHIP EXEMPTION 

PROVIDED BY RULE 201 OF 

REGULATION S–T, THE DATE BY 

WHICH THE INTERACTIVE DATA FILE 

IS REQUIRED TO BE SUBMITTED HAS 

BEEN EXTENDED BY SIX BUSINESS 

DAYS; and 

(2) Submit the required Interactive 

Data File no later than six business days 

after the Interactive Data File originally 

was required to be submitted. 

Note 1 to paragraph (c): As provided 

elsewhere in this chapter, electronic filers 

unable to submit the Interactive Data File 

under the circumstances specified by 

paragraph (c) of this section, must comply 

with the provisions of this section and 

cannot use Form 12b–25 (§ 249.322 of this 

chapter) as a notification of late filing. As 

also provided elsewhere in this chapter, 

failure to submit the Interactive Data File as 

required by the end of the six-business-day 

period specified by paragraph (c) of this 

section will result in ineligibility to use 

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

and 239.33 of this chapter, respectively), 

constitute a failure to have filed all required 

reports for purposes of the current public 

information requirements of § 230.144(c)(1) 

of this chapter, and, pursuant to 

§ 230.485(c)(3) of this chapter, suspend the 

ability to file post-effective amendments 

under § 230.485(b) of this chapter. 

* * * * * 

■ 10. Amend § 232.202 by: 


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■ a. Revising paragraphs (a) 

introductory text, (a)(2), (b)(2) and (3), 

(c)(1), and (c)(2) introductory text; 

■ b. Removing paragraph (c)(3); and 

■ c. Revising paragraphs (d)(1) and (2) 

and Notes 3 and 4 to § 232.202. 

The revisions read as follows: 

§ 232.202 Continuing hardship exemption. 

(a) An electronic filer may apply in 

writing for a continuing hardship 

exemption if all or part of a filing, group 

of filings or submission, other than a 

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

274.402 of this chapter), a Form D 

(§ 239.500 of this chapter), or an Asset 

Data File (§ 232.11), otherwise to be 

filed or submitted in electronic format 

cannot be so filed or submitted, as 

applicable, without undue burden or 

expense. Such written application shall 

be made at least ten business days 

before the required due date of the 

filing(s) or submission(s) or the 

proposed filing or submission date, as 

appropriate, or within such shorter 

period as may be permitted. The written 

application shall contain the 

information set forth in paragraph (b) of 

this section. 

* * * * * 

(2) If the Commission, or the staff 

acting pursuant to delegated authority, 

denies the application for a continuing 

hardship exemption, the electronic filer 

shall file or submit the required 

document or Interactive Data File in 

electronic format, as applicable, on the 

required due date or the proposed filing 

or submission date, or such other date 

as may be permitted. 

* * * * * 

(b) * * * 

(2) The burden and expense involved 

to employ alternative means to make the 

electronic submission; and/or 

(3) The reasons for not submitting 

electronically the document, group of 

documents or Interactive Data File, as 

well as the justification for the 

requested time period. 

(c) * * * 

(1) Electronic filing of a document or 

group of documents, not electronic 

submission of an Interactive Data File, 

then the electronic filer shall submit the 

document or group of documents for 

which the continuing hardship 

exemption is granted in paper format on 

the required due date specified in the 

applicable form, rule or regulation, or 

the proposed filing date, as appropriate 

and the following legend shall be placed 

in capital letters at the top of the cover 

page of the paper format document(s): 

IN ACCORDANCE WITH RULE 202 OF 

REGULATION S–T, THIS (specify 

document) IS BEING FILED IN PAPER 

PURSUANT TO A CONTINUING 

HARDSHIP EXEMPTION. 

(2) Electronic submission of an 

Interactive Data File, then the electronic 

filer shall substitute for the Interactive 

Data File exhibit a document that sets 

forth one of the following legends, as 

appropriate: 

* * * * * 

(d) * * * 

(1) Electronic filing of a document or 

group of documents, not electronic 

submission of an Interactive Data File, 

then the grant may be conditioned upon 

the filing of the document or group of 

documents that is the subject of the 

exemption in electronic format upon the 

expiration of the period for which the 

exemption is granted. The electronic 

format version shall contain the 

following statement in capital letters at 

the top of the first page of the document: 

THIS DOCUMENT IS A COPY OF 

THE (specify document) FILED ON 

(date) PURSUANT TO A RULE 202(d) 

CONTINUING HARDSHIP 

EXEMPTION. 

(2) Electronic submission of an 

Interactive Data File, then the grant may 

be conditioned upon the electronic 

submission of the Interactive Data File 

that is the subject of the exemption 

upon the expiration of the period for 

which the exemption is granted. 

* * * * * 

Note 3 to § 232.202: As provided elsewhere 

in this chapter, failure to submit a required 

confirming electronic copy of a paper filing 

made in reliance on a continuing hardship 

exemption granted pursuant to paragraph (d) 

of this section will result in ineligibility to 

use Forms S–3, S–8, and F–3 (see, §§ 239.13, 

239.16b, and 239.33 of this chapter, 

respectively), restrict incorporation by 

reference into an electronic filing of the 

document submitted in paper (see § 232.303), 

and toll certain time periods associated with 

tender offers (see §§ 240.13e–4(f)(13) and 

240.14e–1(e) of this chapter). 

Note 4 to § 232.202: As provided elsewhere 

in this chapter, failure to submit the 

Interactive Data File as required by § 232.405 

by the end of the continuing hardship 

exemption if granted for a limited period of 

time, will result in ineligibility to use Forms 

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

239.33 of this chapter, respectively), 

constitute a failure to have filed all required 

reports for purposes of the current public 

information requirements of § 230.144(c)(1) 

of this chapter, and, pursuant to 

§ 230.485(c)(3) of this chapter, suspend the 

ability to file post-effective amendments 

under § 230.485(b) of this chapter. 

■ 11. Amend § 232.305 by revising 

paragraph (b) to read as follows: 

§ 232.305 Number of characters per line; 

tabular and columnar information. 

* * * * * 

(b) Paragraph (a) of this section does 

not apply to HTML documents, 

Interactive Data Files (§ 232.11) or 

Interactive Data Financial Reports 

(§ 232.11). 

■ 12. Revise the undesignated center 

heading between §§ 232.314 and 

232.401 to read as follows: 

Interactive Data 

§§ 232.401 and 232.402 [Removed and 

Reserved] 

■ 13. Remove and reserve §§ 232.401 

and 232.402. 

■ 14. Amend § 232.405 by: 

■ a. Revising the section heading; 

■ b. Removing Preliminary Notes 1, 2, 

and 3; 

■ c. Adding introductory text; 

■ d. Revising the heading of paragraph 

(a) and paragraphs (a)(1) and (2); 

■ e. Removing paragraph (a)(4) and 

redesignating paragraph (a)(3) as 

paragraph (a)(4); 

■ f. Adding new paragraph (a)(3); 

■ g. Revising newly redesignated 

paragraph (a)(4); 

■ h. Revising the introductory text of 

paragraphs (d) and (e) and paragraph (f); 

■ i. Removing paragraph (g); and 

■ j. Revising Note to § 232.405. 

The revisions and addition read as 

follows: 

§ 232.405 Interactive Data File 

submissions. 

This section applies to electronic 

filers that submit Interactive Data Files. 

Section 229.601(b)(101) of this chapter 

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

paragraph (101) of Part II—Information 

Not Required to be Delivered to Offerees 

or Purchasers of Form F–10 (§ 239.40 of 

this chapter), paragraph 101 of the 

Instructions as to Exhibits of Form 20– 

F (§ 249.220f of this chapter), paragraph 

B.(15) of the General Instructions to 

Form 40–F (§ 249.240f of this chapter), 

paragraph C.(6) of the General 

Instructions to Form 6–K (§ 249.306 of 

this chapter), and General Instruction 

C.3.(g) of Form N–1A (§§ 239.15A and 

274.11A of this chapter) specify when 

electronic filers are required or 

permitted to submit an Interactive Data 

File (§ 232.11), as further described in 

the note to this section. This section 

imposes content, format and submission 

requirements for an Interactive Data 

File, but does not change the 

substantive content requirements for the 

financial and other disclosures in the 

Related Official Filing (§ 232.11). 

(a) Content, format, and submission 

requirements—General. * * * 

(1) Comply with the content, format, 

and submission requirements of this 

section; 


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40876 Federal Register / Vol. 83, No. 159 / Thursday, August 16, 2018 / Rules and Regulations 

(2) Be submitted only by an electronic 

filer either required or permitted to 

submit an Interactive Data File as 

specified by § 229.601(b)(101) of this 

chapter (Item 601(b)(101) of Regulation 

S–K), paragraph (101) of Part II— 

Information Not Required to be 

Delivered to Offerees or Purchasers of 

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

paragraph 101 of the Instructions as to 

Exhibits of Form 20–F (§ 249.220f of this 

chapter), paragraph B.(15) of the General 

Instructions to Form 40–F (§ 249.240f of 

this chapter), paragraph C.(6) of the 

General Instructions to Form 6–K 

(§ 249.306 of this chapter), or General 

Instruction C.3.(g) of Form N–1A 

(§§ 239.15A and 274.11A of this 

chapter), as applicable; 

(3) Be submitted using Inline XBRL: 

(i) If the electronic filer is not an 

open-end management investment 

company registered under the 

Investment Company Act of 1940 (15 

U.S.C. 80a et seq.) and is not within one 

of the categories specified in paragraph 

(f)(1)(i) of this section, as partly 

embedded into a filing with the 

remainder simultaneously submitted as 

an exhibit to: 

(A) A filing that contains the 

disclosure this section requires to be 

tagged; or 

(B) An amendment to a filing that 

contains the disclosure this section 

requires to be tagged if the amendment 

is filed no more than 30 days after the 

earlier of the due date or filing date of 

the filing and the Interactive Data File 

is the first Interactive Data File the 

electronic filer submits; or 

(ii) If the electronic filer is an openend management investment company 

registered under the Investment 

Company Act of 1940 (15 U.S.C. 80a et 

seq.) and is not within one of the 

categories specified in paragraph 

(f)(1)(ii) of this section, as partly 

embedded into a filing with the 

remainder simultaneously submitted as 

an exhibit to a filing that contains the 

disclosure this section requires to be 

tagged; and 

(4) Be submitted in accordance with 

the EDGAR Filer Manual and, as 

applicable, either § 229.601(b)(101) of 

this chapter (Item 601(b)(101) of 

Regulation S–K), paragraph (101) of Part 

II—Information Not Required to be 

Delivered to Offerees or Purchasers of 

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

paragraph 101 of the Instructions as to 

Exhibits of Form 20–F (§ 249.220f of this 

chapter), paragraph B.(15) of the General 

Instructions to Form 40–F (§ 249.240f of 

this chapter), paragraph C.(6) of the 

General Instructions to Form 6–K 

(§ 249.306 of this chapter), or General 

Instruction C.3.(g) of Form N–1A 

(§§ 239.15A and 274.11A of this 

chapter). 

* * * * * 

(d) Format—Footnotes—Generally. 

The part of the Interactive Data File for 

which the corresponding data in the 

Related Official Filing consists of 

footnotes to financial statements must 

comply with the requirements of 

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

as modified by this paragraph (d). 

Footnotes to financial statements must 

be tagged as follows: 

* * * * * 

(e) Format—Schedules—Generally. 

The part of the Interactive Data File for 

which the corresponding data in the 

Related Official Filing consists of 

financial statement schedules as set 

forth in 17 CFR 210.12–01 through 

210.12–29 (Article 12 of Regulation S– 

X) must comply with the requirements 

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

section, as modified by this paragraph 

(e). Financial statement schedules as set 

forth in 17 CFR 210.12–01 through 

210.12–29 (Article 12 of Regulation S– 

X) must be tagged as follows: 

* * * * * 

(f) Format—Phase-in for Inline XBRL 

submissions. (1) The following 

electronic filers may choose to submit 

an Interactive Data File: 

(i) In the manner specified in 

paragraph (f)(2) of this section rather 

than as specified by paragraph (a)(3)(i) 

of this section: Any electronic filer that 

is not an open-end management 

investment company registered under 

the Investment Company Act of 1940 

(15 U.S.C. 80a et seq.) if it is within one 

of the following categories, provided, 

however, that an Interactive Data File 

first is required to be submitted in the 

manner specified by paragraph (a)(3)(i) 

of this section for a periodic report on 

Form 10–Q (§ 249.308a of this chapter) 

if the filer reports on Form 10–Q: 

(A) A large accelerated filer 

(§ 240.12b–2 of this chapter) that 

prepares its financial statements in 

accordance with generally accepted 

accounting principles as used in the 

United States and none of the financial 

statements for which an Interactive Data 

File is required is for a fiscal period that 

ends on or after June 15, 2019; 

(B) An accelerated filer (§ 240.12b–2 

of this chapter) that prepares its 

financial statements in accordance with 

generally accepted accounting 

principles as used in the United States 

and none of the financial statements for 

which an Interactive Data File is 

required is for a fiscal period that ends 

on or after June 15, 2020; and 

(C) A filer not specified in paragraph 

(f)(1)(i)(A) or (B) of this section that 

prepares its financial statements in 

accordance with either generally 

accepted accounting principles as used 

in the United States or International 

Financial Reporting Standards as issued 

by the International Accounting 

Standards Board and none of the 

financial statements for which an 

Interactive Data File is required is for a 

fiscal period that ends on or after June 

15, 2021. 

(ii) In the manner specified in 

paragraph (f)(3) of this section rather 

than as specified by paragraph (a)(3)(ii) 

of this section: Any electronic filer that 

is an open-end management investment 

company registered under the 

Investment Company Act of 1940 (15 

U.S.C. 80a et seq.) that, together with 

other investment companies in the same 

‘‘group of related investment 

companies,’’ as such term is defined in 

§ 270.0–10 of this chapter, has assets of: 

(A) $1 billion or more as of the end 

of the most recent fiscal year until it 

files an initial registration statement (or 

post-effective amendment that is an 

annual update to an effective 

registration statement) that becomes 

effective on or after September 17, 2020; 

and 

(B) Less than $1 billion as of the end 

of the most recent fiscal year until it 

files an initial registration statement (or 

post-effective amendment that is an 

annual update to an effective 

registration statement) that becomes 

effective on or after September 17, 2021. 

(2) The electronic filers specified in 

paragraph (f)(1)(i) of this section may 

submit the Interactive Data File solely as 

an exhibit to: 

(i) A filing that contains the 

disclosure this section requires to be 

tagged; or 

(ii) An amendment to a filing that 

contains the disclosure this section 

requires to be tagged if the amendment 

is filed no more than 30 days after the 

earlier of the due date or filing date of 

the filing and the Interactive Data File 

is the first Interactive Data File the 

electronic filer submits. 

(3) The electronic filers specified in 

paragraph (f)(1)(ii) of this section may 

submit the Interactive Data File solely as 

an exhibit to a filing that contains the 

disclosure this section requires to be 

tagged, up to 15 business days after the 

effective date of the registration 

statement or post-effective amendment 

that contains the related information, or 

the filing of a form of prospectus made 

pursuant to § 230.497(c) or (e) of this 

chapter (paragraph (c) or (e) of Rule 

497). 

Note to § 232.405: Section 229.601(b)(101) 

of this chapter (Item 601(b)(101) of 


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Federal Register / Vol. 83, No. 159 / Thursday, August 16, 2018 / Rules and Regulations 40877 

Regulation S–K) specifies the circumstances 

under which an Interactive Data File must be 

submitted and the circumstances under 

which it is permitted to be submitted, with 

respect to Forms S–1 (§ 239.11 of this 

chapter), S–3 (§ 239.13 of this chapter), S–4 

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

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

F–3 (§ 239.33 of this chapter), F–4 (§ 239.34 

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

chapter), 10–Q (§ 249.308a of this chapter), 

and 8–K (§ 249.308 of this chapter). 

Paragraph (101) of Part II—Information not 

Required to be Delivered to Offerees or 

Purchasers of Form F–10 (§ 239.40 of this 

chapter) specifies the circumstances under 

which an Interactive Data File must be 

submitted and the circumstances under 

which it is permitted to be submitted, with 

respect to Form F–10. Paragraph 101 of the 

Instructions as to Exhibits of Form 20–F 

(§ 249.220f of this chapter) specifies the 

circumstances under which an Interactive 

Data File must be submitted and the 

circumstances under which it is permitted to 

be submitted, with respect to Form 20–F. 

Paragraph B.(15) of the General Instructions 

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

Paragraph C.(6) of the General Instructions to 

Form 6–K (§ 249.306 of this chapter) specify 

the circumstances under which an Interactive 

Data File must be submitted and the 

circumstances under which it is permitted to 

be submitted, with respect to Form 40–F and 

Form 6–K (§ 249.240f of this chapter and 

§ 249.306 of this chapter), respectively. 

Section 229.601(b)(101) (Item 601(b)(101) of 

Regulation S–K), paragraph (101) of Part II— 

Information not Required to be Delivered to 

Offerees or Purchasers of Form F–10, 

paragraph 101 of the Instructions as to 

Exhibits of Form 20–F, paragraph B.(15) of 

the General Instructions to Form 40–F, and 

paragraph C.(6) of the General Instructions to 

Form 6–K all prohibit submission of an 

Interactive Data File by an issuer that 

prepares its financial statements in 

accordance with 17 CFR 210.6-01 through 

210.6–10 (Article 6 of Regulation S–X). For 

an issuer that is an open-end management 

investment company registered under the 

Investment Company Act of 1940 (15 U.S.C. 

80a et seq.), General Instruction C.3.(g) of 

Form N–1A (§§ 239.15A and 274.11A of this 

chapter) specifies the circumstances under 

which an Interactive Data File must be 

submitted. 

PART 239—FORMS PRESCRIBED 

UNDER THE SECURITIES ACT OF 1933 

■ 15. The authority citation for part 239 

continues to read in part as follows: 

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

77j, 77s, 77z–2, 77z–3, 77sss, 78c, 78l, 78m, 

78n, 78o(d), 78o–7 note, 78u–5, 78w(a), 78ll, 

78mm, 80a–2(a), 80a–3, 80a–8, 80a–9, 80a– 

10, 80a–13, 80a–24, 80a–26, 80a–29, 80a–30, 

80a–37; and 107 Pub. L. 112–106, 126 Stat. 

312, unless otherwise noted. 

* * * * * 

■ 16. Amend § 239.13 by revising 

paragraph (a)(7)(ii) 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) * * * 

(7) * * * 

(ii) Submitted electronically to the 

Commission all Interactive Data Files 

required to be submitted pursuant to 

§ 232.405 of this chapter during the 

twelve calendar months and any portion 

of a month immediately preceding the 

filing of the registration statement on 

this Form (or for such shorter period of 

time that the registrant was required to 

submit such files). 

* * * * * 

■ 17. Amend Form S–3 (referenced in 

§ 239.13) by revising General Instruction 

I.A.7.(b) to read as follows: 

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

this amendment will not, appear in the Code 

of Federal Regulations. 

FORM S–3 

REGISTRATION STATEMENT UNDER 

THE SECURITIES ACT OF 1933 

* * * * * 

GENERAL INSTRUCTIONS 

I. Eligibility Requirements for Use of 

Form S–3 

* * * * * 

A. * * * 

7. * * * 

(b) Submitted electronically to the 

Commission all Interactive Data Files 

required to be submitted pursuant to 

Rule 405 of Regulation S–T (§ 232.405 of 

this chapter) during the twelve calendar 

months and any portion of a month 

immediately preceding the filing of the 

registration statement on this Form (or 

for such shorter period of time that the 

registrant was required to submit such 

files). 

* * * * * 

■ 18. Amend § 239.16b by revising 

paragraph (b)(2) to read as follows: 

§ 239.16b Form S–8, for registration under 

the Securities Act of 1933 of securities to 

be offered to employees pursuant to 

employee benefit plans. 

* * * * * 

(b) * * * 

(2) Submitted electronically to the 

Commission all Interactive Data Files 

required to be submitted pursuant to 

§ 232.405 of this chapter during the 

twelve calendar months and any portion 

of a month immediately preceding the 

filing of the registration statement on 

this Form (or for such shorter period of 

time that the registrant was required to 

submit such files). 

■ 19. Amend Form S–8 (referenced in 

§ 239.16b) by revising General 

Instruction A.3.(b) to read as follows: 

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

this amendment will not, appear in the Code 

of Federal Regulations. 

FORM S–8 

REGISTRATION STATEMENT UNDER 

THE SECURITIES ACT OF 1933 

* * * * * 

GENERAL INSTRUCTIONS 

A. Rule as to Use of Form S–8 

* * * * * 

3. * * * 

(b) Submitted electronically to the 

Commission all Interactive Data Files 

required to be submitted pursuant to 

Rule 405 of Regulation S–T (§ 232.405 of 

this chapter) during the twelve calendar 

months and any portion of a month 

immediately preceding the filing of the 

registration statement on this Form (or 

for such shorter period of time that the 

registrant was required to submit such 

files). 

* * * * * 

■ 20. Amend § 239.33 by revising 

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

§ 239.33 Form F–3, for registration under 

the Securities Act of 1933 of securities of 

certain foreign private issuers offered 

pursuant to certain types of transactions. 

* * * * * 

(a) * * * 

(6) * * * 

(ii) Submitted electronically to the 

Commission all Interactive Data Files 

required to be submitted pursuant to 

§ 232.405 of this chapter during the 

twelve calendar months and any portion 

of a month immediately preceding the 

filing of the registration statement on 

this Form (or for such shorter period of 

time that the registrant was required to 

submit such files). 

* * * * * 

■ 21. Amend Form F–3 (referenced in 

§ 239.33) by revising General Instruction 

I.A.6.(ii) to read as follows: 

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

this amendment will not, appear in the Code 

of Federal Regulations. 

FORM F–3 

REGISTRATION STATEMENT UNDER 

THE SECURITIES ACT OF 1933 

* * * * * 

GENERAL INSTRUCTIONS 

I. Eligibility Requirements for Use of 

Form F–3 

* * * * * 


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40878 Federal Register / Vol. 83, No. 159 / Thursday, August 16, 2018 / Rules and Regulations 

A. Registrant Requirements 

* * * * * 

6. Electronic filings. * * * 

* * * * * 

(ii) Submitted electronically to the 

Commission all Interactive Data Files 

required to be submitted pursuant to 

Rule 405 of Regulation S–T (§ 232.405 of 

this chapter) during the twelve calendar 

months and any portion of a month 

immediately preceding the filing of the 

registration statement on this Form (or 

for such shorter period of time that the 

registrant was required to submit such 

files). 

* * * * * 

■ 22. Amend Form F–10 (referenced in 

§ 239.40) by revising paragraph (101) of 

Part II—Information Not Required to be 

Delivered to Offerees or Purchasers to 

read as follows: 

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

this amendment will not, appear in the Code 

of Federal Regulations. 

FORM F–10 

REGISTRATION STATEMENT UNDER 

THE SECURITIES ACT OF 1933 

* * * * * 

PART II—INFORMATION NOT 

REQUIRED TO BE DELIVERED TO 

OFFEREES OR PURCHASERS 

* * * * * 

(101) Where a registrant prepares its 

financial statements in accordance with 

either generally accepted accounting 

principles as used in the United States 

or International Financial Reporting 

Standards as issued by the International 

Accounting Standards Board, an 

Interactive Data File (§ 232.11 of this 

chapter) is: 

(a) Required to be submitted. Required 

to be submitted to the Commission in 

the manner provided by Rule 405 of 

Regulation S–T (§ 232.405 of this 

chapter) if the registrant does not 

prepare its financial statements in 

accordance with Article 6 of Regulation 

S–X (17 CFR 210.6–01 et seq.), except 

that an Interactive Data File: 

(i) First is required for a periodic 

report on Form 10–Q (§ 249.308a of this 

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

chapter), or Form 40–F (§ 249.240f of 

this chapter), as applicable; and 

(ii) Is required for a registration 

statement under the Securities Act only 

if the registration statement contains a 

price or price range. 

(b) Permitted to be submitted. 

Permitted to be submitted to the 

Commission in the manner provided by 

Rule 405 of Regulation S–T (§ 232.405 of 

this chapter) if the: 

(i) Registrant does not prepare its 

financial statements in accordance with 

Article 6 of Regulation S–X (17 CFR 

210.6–01 et seq.); and 

(ii) Interactive Data File is not 

required to be submitted to the 

Commission under subparagraph (a) of 

this paragraph (101). 

(c) Not permitted to be submitted. Not 

permitted to be submitted to the 

Commission if the registrant prepares its 

financial statements in accordance with 

Article 6 of Regulation S–X (17 CFR 

210.6–01 et seq.). 

Instruction to paragraphs (101)(a) and 

(b): When an Interactive Data File is 

submitted as provided by Rule 

405(a)(3)(i) of Regulation S–T 

(§ 232.405(a)(3)(i) of this chapter), the 

exhibit index must include the word 

‘‘Inline’’ within the title description for 

any eXtensible Business Reporting 

Language (XBRL)-related exhibit. 

* * * * * 

PART 240—GENERAL RULES AND 

REGULATIONS, SECURITIES 

EXCHANGE ACT OF 1934 

■ 23. The authority citation for part 240 

continues to read in part as follows: 

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

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

77sss, 77ttt, 78c, 78c–3, 78c–5, 78d, 78e, 78f, 

78g, 78i, 78j, 78j–1, 78k, 78k–1, 78l, 78m, 

78n, 78n–1, 78o, 78o–4, 78o–10, 78p, 78q, 

78q–1, 78s, 78u–5, 78w, 78x, 78ll, 78mm, 

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

4, 80b–11, 7201 et seq.; and 8302; 7 U.S.C. 

2(c)(2)(E); 12 U.S.C. 5221(e)(3); 18 U.S.C. 

1350; and Pub. L. 111–203, 939A, 124 Stat. 

1887 (2010); and secs. 503 and 602, Pub. L. 

112–106, 126 Stat. 326 (2012), unless 

otherwise noted. 

* * * * * 

■ 24. 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 an 

Interactive Data File, as defined in 

§ 232.11 of this chapter (Rule 11 of 

Regulation S–T). 

■ 25. Amend § 240.15d–14 by revising 

paragraph (f) to read as follows: 

§ 240.15d–14 Certification of disclosure in 

annual and quarterly reports. 

* * * * * 

(f) The certification requirements of 

this section do not apply to an 

Interactive Data File, as defined in 

§ 232.11 of this chapter (Rule 11 of 

Regulation S–T). 

PART 249—FORMS, SECURITIES 

EXCHANGE ACT OF 1934 

■ 26. The authority citation for part 249 

continues to read in part as follows: 

Authority: 15 U.S.C. 78a et seq. and 7201 

et seq.; 12 U.S.C. 5461 et seq.; 18 U.S.C. 1350; 

Sec. 953(b), Pub. L. 111–203, 124 Stat. 1904; 

Sec. 102(a)(3), Pub. L. 112–106, 126 Stat. 309 

(2012); Sec. 107, Pub. L. 112–106, 126 Stat. 

313 (2012), and Sec. 72001, Pub. L. 114–94, 

129 Stat. 1312 (2015), unless otherwise 

noted. 

* * * * * 

■ 27. Amend Form 20–F (referenced in 

§ 249.220f) by: 

■ a. Revising the undesignated 

paragraph on the cover that begins 

‘‘Indicate by check mark whether the 

registrant has submitted electronically’’; 

■ b. Removing and reserving paragraph 

100 of the Instructions as to Exhibits; 

and 

■ c. Revising paragraph 101 of the 

Instructions as to Exhibits. 

The revisions read as follows: 

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

this amendment will not, appear in the Code 

of Federal Regulations. 

FORM 20–F 

bREGISTRATION STATEMENT 

PURSUANT TO SECTION 12(b) OR (g) 

OF THE SECURITIES EXCHANGE ACT 

OF 1934 

OR 

bANNUAL REPORT PURSUANT TO 

SECTION 13 OR 15(d) OF THE 

SECURITIES EXCHANGE ACT OF 1934 

* * * * * 

Indicate by check mark whether the 

registrant has submitted electronically 

every Interactive Data File required to 

be submitted pursuant to Rule 405 of 

Regulation S–T (§ 232.405 of this 

chapter) during the preceding 12 

months (or for such shorter period that 

the registrant was required to submit 

such files). 

* * * * * 

INSTRUCTIONS AS TO EXHIBITS 

* * * * * 

100. [Reserved] 

101. Interactive Data File. Where a 

registrant prepares its financial 

statements in accordance with either 

generally accepted accounting 

principles as used in the United States 

or International Financial Reporting 

Standards as issued by the International 

Accounting Standards Board, an 

Interactive Data File (§ 232.11 of this 

chapter) is: 

(a) Required to be submitted. 

Required to be submitted to the 

Commission in the manner provided by 

Rule 405 of Regulation S–T (§ 232.405 of 

this chapter) if the Form 20–F is an 

annual report and the registrant does 

not prepare its financial statements in 

accordance with Article 6 of Regulation 

S–X (17 CFR 210.6–01 et seq.). 


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(b) Permitted to be submitted. 

Permitted to be submitted to the 

Commission in the manner provided by 

Rule 405 of Regulation S–T (§ 232.405 of 

this chapter) if the: 

(i) Registrant does not prepare its 

financial statements in accordance with 

Article 6 of Regulation S–X (17 CFR 

210.6–01 et seq.); and 

(ii) Interactive Data File is not 

required to be submitted to the 

Commission under subparagraph (a) of 

this paragraph 101. 

(c) Not permitted to be submitted. Not 

permitted to be submitted to the 

Commission if the registrant prepares its 

financial statements in accordance with 

Article 6 of Regulation S–X (17 CFR 

210.6–01 et seq.). 

Instruction to paragraphs 101.(a) and 

(b): When an Interactive Data File is 

submitted as provided by Rule 

405(a)(3)(i) of Regulation S–T 

(§ 232.405(a)(3)(i) of this chapter), the 

exhibit index must include the word 

‘‘Inline’’ within the title description for 

any eXtensible Business Reporting 

Language (XBRL)-related exhibit. 

■ 28. Amend Form 40–F (referenced in 

§ 249.240f) by: 

■ a. Revising the undesignated 

paragraph on the cover that begins 

‘‘Indicate by check mark whether the 

registrant has submitted electronically’’; 

and 

■ b. Revising paragraph B.(15) of the 

General Instructions. 

The revisions read as follows: 

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

this amendment will not, appear in the Code 

of Federal Regulations. 

FORM 40–F 

bREGISTRATION STATEMENT 

PURSUANT TO SECTION 12 OF THE 

SECURITIES EXCHANGE ACT OF 1934 

OR 

bANNUAL REPORT PURSUANT TO 

SECTION 13(a) OR 15(d) OF THE 

SECURITIES EXCHANGE ACT OF 1934 

* * * * * 

Indicate by check mark whether the 

registrant has submitted electronically 

every Interactive Data File required to 

be submitted pursuant to Rule 405 of 

Regulation S–T (§ 232.405 of this 

chapter) during the preceding 12 

months (or for such shorter period that 

the registrant was required to submit 

such files). 

* * * * * 

GENERAL INSTRUCTIONS 

* * * * * 

B. Information To Be Filed on this Form 

* * * * * 

(15) Where a registrant prepares its 

financial statements in accordance with 

either generally accepted accounting 

principles as used in the United States 

or International Financial Reporting 

Standards as issued by the International 

Accounting Standards Board, an 

Interactive Data File (§ 232.11 of this 

chapter) is: 

(a) Required to be submitted. Required 

to be submitted to the Commission in 

the manner provided by Rule 405 of 

Regulation S–T (§ 232.405 of this 

chapter) and, to the extent submitted as 

an exhibit, listed as exhibit 101, if the 

Form 40–F is an annual report and the 

registrant does not prepare its financial 

statements in accordance with Article 6 

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

seq.). 

(b) Permitted to be submitted. 

Permitted to be submitted to the 

Commission in the manner provided by 

Rule 405 of Regulation S–T (§ 232.405 of 

this chapter) if the: 

(i) Registrant does not prepare its 

financial statements in accordance with 

Article 6 of Regulation S–X (17 CFR 

210.6–01 et seq.); and 

(ii) Interactive Data File is not 

required to be submitted to the 

Commission under subparagraph (a) of 

this paragraph B.(15). 

(c) Not permitted to be submitted. Not 

permitted to be submitted to the 

Commission if the registrant prepares its 

financial statements in accordance with 

Article 6 of Regulation S–X (17 CFR 

210.6–01 et seq.). 

Instruction to paragraphs B.(15)(a) 

and (b): When an Interactive Data File 

is submitted as provided by Rule 

405(a)(3)(i) of Regulation S–T 

(§ 232.405(a)(3)(i) of this chapter), the 

exhibit index must include the word 

‘‘Inline’’ within the title description for 

any eXtensible Business Reporting 

Language (XBRL)-related exhibit. 

* * * * * 

■ 29. Amend Form 6–K (referenced in 

§ 249.306) by: 

■ a. Removing and reserving paragraph 

(5) to General Instruction C; and 

■ b. Revising paragraph (6) to General 

Instruction C. 

The revisions read as follows: 

Note: The text of Form 6–K does not, and 

this amendment will not, appear in the Code 

of Federal Regulations. 

FORM 6–K 

REPORT OF FOREIGN PRIVATE 

ISSUER PURSUANT TO RULE 13a–16 

OR 15d–16 OF THE SECURITIES 

EXCHANGE ACT OF 1934 

* * * * * 

GENERAL INSTRUCTIONS 

* * * * * 

C. Preparation and Filing of Report. 

* * * * * 

(5) [Reserved] 

(6) Interactive Data File. Where a 

registrant prepares its financial 

statements in accordance with either 

generally accepted accounting 

principles as used in the United States 

or International Financial Reporting 

Standards as issued by the International 

Accounting Standards Board, an 

Interactive Data File (§ 232.11 of this 

chapter) is: 

(a) Required to be submitted. Required 

to be submitted to the Commission in 

the manner provided by Rule 405 of 

Regulation S–T (§ 232.405 of this 

chapter) and, to the extent submitted as 

an exhibit, listed as exhibit 101, if the 

registrant does not prepare its financial 

statements in accordance with Article 6 

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

seq.), except that an Interactive Data 

File: 

(i) First is required for a periodic 

report on Form 10–Q (§ 249.308a of this 

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

chapter), or Form 40–F (§ 249.240f of 

this chapter), as applicable; and 

(ii) Is required for a Form 6–K 

(§ 249.306 of this chapter) only when 

the Form 6–K contains either of the 

following: audited annual financial 

statements that are a revised version of 

financial statements that previously 

were filed with the Commission and 

that have been revised pursuant to 

applicable accounting standards to 

reflect the effects of certain subsequent 

events, including a discontinued 

operation, a change in reportable 

segments or a change in accounting 

principle; or current interim financial 

statements included pursuant to the 

nine-month updating requirement of 

Item 8.A.5 of Form 20–F. In either such 

case, the Interactive Data File will be 

required only as to such revised 

financial statements or current interim 

financial statements regardless of 

whether the Form 6–K contains other 

financial statements. 

(b) Permitted to be submitted. 

Permitted to be submitted to the 

Commission in the manner provided by 

Rule 405 of Regulation S–T (§ 232.405 of 

this chapter) if the: 

(i) Registrant does not prepare its 

financial statements in accordance with 

Article 6 of Regulation S–X (17 CFR 

210.6–01 et seq.); and 

(ii) Interactive Data File is not 

required to be submitted to the 

Commission under subparagraph (a) of 

this paragraph C.(6). 


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40880 Federal Register / Vol. 83, No. 159 / Thursday, August 16, 2018 / Rules and Regulations 

(c) Not permitted to be submitted. Not 

permitted to be submitted to the 

Commission if the registrant prepares its 

financial statements in accordance with 

Article 6 of Regulation S–X (17 CFR 

210.6–01 et seq.). 

Instruction to paragraphs C.(6)(a) and 

(b): When an Interactive Data File is 

submitted as provided by Rule 

405(a)(3)(i) of Regulation S–T 

(§ 232.405(a)(3)(i) of this chapter), the 

exhibit index must include the word 

‘‘Inline’’ within the title description for 

any eXtensible Business Reporting 

Language (XBRL)-related exhibit. 

* * * * * 

■ 30. Amend Form 10–Q (referenced in 

§ 249.308a) by revising the undesignated 

paragraph on the cover that begins 

‘‘Indicate by check mark whether the 

registrant has submitted electronically’’ 

to read as follows: 

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

this amendment will not, appear in the Code 

of Federal Regulations. 

FORM 10–Q 

* * * * * 

bQUARTERLY REPORT PURSUANT 

TO SECTION 13 OR 15(d) OF THE 

SECURITIES EXCHANGE ACT OF 1934 

* * * * * 

bTRANSITION REPORT PURSUANT 

TO SECTION 13 OR 15(d) OF THE 

SECURITIES EXCHANGE ACT OF 1934 

* * * * * 

Indicate by check mark whether the 

registrant has submitted electronically 

every Interactive Data File required to 

be submitted pursuant to Rule 405 of 

Regulation S–T (§ 232.405 of this 

chapter) during the preceding 12 

months (or for such shorter period that 

the registrant was required to submit 

such files). 

* * * * * 

■ 31. Amend Form 10–K (referenced in 

§ 249.310) by revising the undesignated 

paragraph on the cover that begins 

‘‘Indicate by check mark whether the 

registrant has submitted electronically’’ 

to read as follows: 

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

this amendment will not, appear in the Code 

of Federal Regulations. 

FORM 10–K 

* * * * * 

bANNUAL REPORT PURSUANT TO 

SECTION 13 OR 15(d) OF THE 

SECURITIES EXCHANGE ACT OF 1934 

* * * * * 

bTRANSITION REPORT PURSUANT 

TO SECTION 13 OR 15(d) OF THE 

SECURITIES EXCHANGE ACT OF 1934 

* * * * * 

Indicate by check mark whether the 

registrant has submitted electronically 

every Interactive Data File required to 

be submitted pursuant to Rule 405 of 

Regulation S–T (§ 232.405 of this 

chapter) during the preceding 12 

months (or for such shorter period that 

the registrant was required to submit 

such files). 

* * * * * 

PART 270—RULES AND 

REGULATIONS, INVESTMENT 

COMPANY ACT OF 1940 

■ 32. The authority citation for part 270 

continues to read in part as follows: 

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

34(d), 80a–37, 80a–39, and Pub. L. 111–203, 

sec. 939A, 124 Stat. 1376 (2010), unless 

otherwise noted. 

* * * * * 

■ 33. Revise § 270.8b–1 to read as 

follows: 

§ 270.8b–1 Scope of §§ 270.8b–1 through 

270.8b–32. 

The rules contained in §§ 270.8b–1 

through 270.8b–32 shall govern all 

registration statements pursuant to 

section 8 of the Act (15 U.S.C. 80a–8), 

including notifications of registration 

pursuant to section 8(a), and all reports 

pursuant to section 30(a) or (b) of the 

Act (15 U.S.C. 80a–29(a) or (b)), 

including all amendments to such 

statements and reports, except that any 

provision in a form covering the same 

subject matter as any such rule shall be 

controlling. 

■ 34. Amend § 270.8b–2 by revising the 

introductory text to read as follows: 

§ 270.8b–2 Definitions. 

Unless the context otherwise requires, 

the terms in paragraphs (a) through (m) 

of this section, when used in the rules 

contained in §§ 270.8b–1 through 

270.8b–32, in the rules under section 

30(a) or (b) of the Act or in the forms 

for registration statements and reports 

pursuant to section 8 or 30(a) or (b) of 

the Act, shall have the respective 

meanings indicated in this section. The 

terms ‘‘EDGAR,’’ ‘‘EDGAR Filer 

Manual,’’ ‘‘electronic filer,’’ ‘‘electronic 

filing,’’ ‘‘electronic format,’’ ‘‘electronic 

submission,’’ ‘‘paper format,’’ and 

‘‘signature’’ shall have the meanings 

assigned to such terms in part 232 of 

this chapter (Regulation S–T—General 

Rules for Electronic Filings). 

* * * * * 

§ 270.8b–33 [Removed] 

■ 35. Remove § 270.8b–33. 

§ 270.30a–2 [Amended] 

■ 36. Amend § 270.30a–2 by removing 

paragraph (d). 

PART 274—FORMS PRESCRIBED 

UNDER THE INVESTMENT COMPANY 

ACT OF 1940 

■ 37. The authority citation for part 274 

continues to read in part as follows: 

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

77s, 78c(b),78l, 78m, 78n, 78o(d), 80a–8, 80a– 

24, 80a–26, 80a–29, and Pub. L. 111–203, sec. 

939A, 124 Stat. 1376 (2010), unless otherwise 

noted. 

* * * * * 

■ 38. Amend Form N–1A (referenced in 

§§ 239.15A and 274.11A) by revising 

General Instructions B.4.(b) and C.3.(g) 

to read as follows: 

Note: The text of Form N–1A does not, and 

this amendment will not, appear in the Code 

of Federal Regulations. 

FORM N–1A 

* * * * * 

bREGISTRATION STATEMENT 

UNDER THE SECURITIES ACT OF 1933 

* * * * * 

bREGISTRATION STATEMENT 

UNDER THE INVESTMENT COMPANY 

ACT OF 1940 

* * * * * 

GENERAL INSTRUCTIONS 

* * * * * 

B. * * * 

4. * * * 

(b) For registration statements and 

amendments filed only under the 

Investment Company Act, the general 

provisions in rules 8b–1—8b–32 [17 

CFR 270.8b–1—270.8b–32] apply to the 

filing of Form N–1A. 

* * * * * 

C. * * * 

3. * * * 

(g) Interactive Data File 

(i) An Interactive Data File (§ 232.11 

of this chapter) is required to be 

submitted to the Commission in the 

manner provided by rule 405 of 

Regulation S–T (§ 232.405 of this 

chapter) for any registration statement 

or post-effective amendment thereto on 

Form N–1A that includes or amends 

information provided in response to 

Items 2, 3, or 4. 

(A) Except as required by paragraph 

(g)(i)(B), the Interactive Data File must 

be submitted as an amendment to the 

registration statement to which the 

Interactive Data File relates. The 


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amendment must be submitted on or 

before the date the registration 

statement or post-effective amendment 

that contains the related information 

becomes effective. 

(B) In the case of a post-effective 

amendment to a registration statement 

filed pursuant to paragraphs (b)(1)(i), 

(ii), (v), or (vii) of rule 485 under the 

Securities Act [17 CFR 230.485(b)], the 

Interactive Data File must be submitted 

either with the filing, or as an 

amendment to the registration statement 

to which the Interactive Data Filing 

relates that is submitted on or before the 

date the post-effective amendment that 

contains the related information 

becomes effective. 

(ii) An Interactive Data File is 

required to be submitted to the 

Commission in the manner provided by 

rule 405 of Regulation S–T for any form 

of prospectus filed pursuant to 

paragraphs (c) or (e) of rule 497 under 

the Securities Act [17 CFR 230.497(c) or 

(e)] that includes information provided 

in response to Items 2, 3, or 4 that varies 

from the registration statement. The 

Interactive Data File must be submitted 

with the filing made pursuant to rule 

497. 

(iii) The Interactive Data File must be 

submitted in accordance with the 

specifications in the EDGAR Filer 

Manual, and in such a manner that will 

permit the information for each Series 

and, for any information that does not 

relate to all of the Classes in a filing, 

each Class of the Fund to be separately 

identified. 

* * * * * 

By the Commission. 

Dated: June 28, 2018. 

Brent J. Fields, 

Secretary. 

[FR Doc. 2018–14365 Filed 8–15–18; 8:45 am] 

BILLING CODE 8011–01–P 


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