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Union Calendar No. 846 

115TH CONGRESS 

2D SESSION H. R. 5054 

[Report No. 115–1094] 

To provide an exemption for emerging growth companies and other smaller 

companies from the requirements to use Extensible Business Reporting 

Language (XBRL) for financial statements and other periodic reporting, 

and for other purposes. 

IN THE HOUSE OF REPRESENTATIVES 

FEBRUARY 15, 2018 

Mr. KUSTOFF of Tennessee introduced the following bill; which was referred 

to the Committee on Financial Services 

DECEMBER 21, 2018 

Committed to the Committee of the Whole House on the State of the Union 

and ordered to be printed 


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•HR 5054 RH

A BILL 

To provide an exemption for emerging growth companies 

and other smaller companies from the requirements to 

use Extensible Business Reporting Language (XBRL) 

for financial statements and other periodic reporting, 

and for other purposes. 


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•HR 5054 RH

1 Be it enacted by the Senate and House of Representa2 tives of the United States of America in Congress assembled, 

3 SECTION 1. SHORT TITLE. 

4 This Act may be cited as the ‘‘Small Company Disclo5 sure Simplification Act of 2018’’. 

6 SEC. 2. EXEMPTION FROM XBRL REQUIREMENTS FOR 

7 EMERGING GROWTH COMPANIES AND OTHER 

8 SMALLER COMPANIES. 

9 (a) EXEMPTION FOR EMERGING GROWTH COMPA10 NIES.—Emerging growth companies are exempted from 

11 the requirements to use Extensible Business Reporting 

12 Language (XBRL) for financial statements and other 

13 periodic reporting required to be filed with the Commis14 sion under the securities laws. Such companies may elect 

15 to use XBRL for such reporting. 

16 (b) EXEMPTION FOR OTHER SMALLER COMPA17 NIES.—Issuers with total annual gross revenues of less 

18 than $250,000,000 are exempt from the requirements to 

19 use XBRL for financial statements and other periodic re20 porting required to be filed with the Commission under 

21 the securities laws. Such issuers may elect to use XBRL 

22 for such reporting. An exemption under this subsection 

23 shall continue in effect until— 

24 (1) the date that is five years after the date of 

25 enactment of this Act; or 


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1 (2) the date that is two years after a deter2 mination by the Commission, by order after con3 ducting the analysis required by section 3, that the 

4 benefits of such requirements to such issuers out5 weigh the costs, but no earlier than three years after 

6 enactment of this Act. 

7 (c) MODIFICATIONS TO REGULATIONS.—Not later 

8 than 60 days after the date of enactment of this Act, the 

9 Commission shall revise its regulations under parts 229, 

10 230, 232, 239, 240, and 249 of title 17, Code of Federal 

11 Regulations, to reflect the exemptions set forth in sub12 sections (a) and (b). 

13 SEC. 3. ANALYSIS BY THE SEC. 

14 The Commission shall conduct an analysis of the 

15 costs and benefits to issuers described in section 2(b) of 

16 the requirements to use XBRL for financial statements 

17 and other periodic reporting required to be filed with the 

18 Commission under the securities laws. Such analysis shall 

19 include an assessment of— 

20 (1) how such costs and benefits may differ from 

21 the costs and benefits identified by the Commission 

22 in the order relating to interactive data to improve 

23 financial reporting (dated January 30, 2009; 74 

24 Fed. Reg. 6776) because of the size of such issuers; 


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1 (2) the effects on efficiency, competition, capital 

2 formation, and financing and on analyst coverage of 

3 such issuers (including any such effects resulting 

4 from use of XBRL by investors); 

5 (3) the costs to such issuers of— 

6 (A) submitting data to the Commission in 

7 XBRL; 

8 (B) posting data on the website of the 

9 issuer in XBRL; 

10 (C) software necessary to prepare, submit, 

11 or post data in XBRL; and 

12 (D) any additional consulting services or 

13 filing agent services; 

14 (4) the benefits to the Commission in terms of 

15 improved ability to monitor securities markets, as16 sess the potential outcomes of regulatory alter17 natives, and enhance investor participation in cor18 porate governance and promote capital formation; 

19 and 

20 (5) the effectiveness of standards in the United 

21 States for interactive filing data relative to the 

22 standards of international counterparts. 

23 SEC. 4. REPORT TO CONGRESS. 

24 Not later than one year after the date of enactment 

25 of this Act, the Commission shall provide the Committee 


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1 on Financial Services of the House of Representatives and 

2 the Committee on Banking, Housing, and Urban Affairs 

3 of the Senate a report regarding— 

4 (1) the progress in implementing XBRL report5 ing within the Commission; 

6 (2) the use of XBRL data by Commission offi7 cials; 

8 (3) the use of XBRL data by investors; 

9 (4) the results of the analysis required by sec10 tion 3; and 

11 (5) any additional information the Commission 

12 considers relevant for increasing transparency, de13 creasing costs, and increasing efficiency of regu14 latory filings with the Commission. 

15 SEC. 5. DEFINITIONS. 

16 As used in this Act, the terms ‘‘Commission’’, 

17 ‘‘emerging growth company’’, ‘‘issuer’’, and ‘‘securities 

18 laws’’ have the meanings given such terms in section 3 

19 of the Securities Exchange Act of 1934 (15 U.S.C. 78c). 


pamtmann on DSKBFK8HB2PROD with BILLS

pamtmann on DSKBFK8HB2PROD with BILLS
Union Calendar No. 846 

115TH CONGRESS 

2D SESSION H. R. 5054 

[Report No. 115–1094] 

A BILL 

To provide an exemption for emerging growth comother periodic reporting, and for other purposes. Language (XBRL) for financial statements and quirements to use Extensible Business Reporting panies and other smaller companies from the reDECEMBER 21, 2018 

Committed to the Committee of the Whole House on the 

State of the Union and ordered to be printed 


pamtmann on DSKBFK8HB2PROD with BILLS