[Federal Register: October 1, 2004 (Volume 69, Number 190)]
[Proposed Rules]
[Page 59093-59110]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr01oc04-26]
[[Page 59093]]
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Part IV
Securities and Exchange Commission
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17 CFR Parts 228, 229, 232, 240, 249, and 270
XBRL Voluntary Financial Reporting Program on the EDGAR System;
Enhancing Commission Filings Through the Use of Tagged Data; Proposed
Rule and Notice
[[Page 59094]]
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SECURITIES AND EXCHANGE COMMISSION
17 CFR Parts 228, 229, 232, 240, 249 and 270
[Release Nos. 33-8496, 34-50453, 35-27894, 39-2498, IC-26622; File
Number S7-35-04]
RIN 3235-AJ32
XBRL Voluntary Financial Reporting Program on the EDGAR System
AGENCY: Securities and Exchange Commission.
ACTION: Proposed rule.
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SUMMARY: We are proposing rule amendments to enable registrants to
submit voluntarily supplemental tagged financial information using the
eXtensible Business Reporting Language (XBRL) format as exhibits to
specified EDGAR filings under the Securities Exchange Act of 1934 and
the Investment Company Act of 1940. Registrants choosing to participate
in the voluntary program, expected to begin in early 2005, also would
continue to file their financial information in HTML or ASCII format,
as currently required. The voluntary program is intended to help us
evaluate the usefulness of data tagging in general, and XBRL in
particular, to registrants, investors, the Commission and the
marketplace generally. A companion concept release also being issued
today provides additional information on tagged data and solicits
comment on the development of data tagging.
DATES: Comments should be received on or before November 1, 2004.
ADDRESSES: Comments may be submitted by any of the following methods:
Electronic Comments
Use the Commission's Internet comment form (http://www.sec.gov/rules/proposed.
); or Send an e-mail to rule-comments@sec.gov. Please include
File Number S7-35-04 on the subject line; or
Use the Federal eRulemaking Portal (http://www.regulations.gov
). Follow the instructions for submitting comments.
Paper Comments
Send paper comments in triplicate to Jonathan G. Katz,
Secretary, Securities and Exchange Commission, 450 Fifth Street, NW.,
Washington, DC 20549-0609.
All submissions should refer to File Number S7-35-04. This file
number should be included on the subject line if e-mail is used. To
help us process and review your comments more efficiently, please use
only one method. The Commission will post all comments on the
Commission's Internet Web site (http://www.sec.gov/rules/proposed).
Comments are also available for public inspection and copying in the
Commission's Public Reference Room, 450 Fifth Street, NW., Washington,
DC 20549. All comments received will be posted without change; we do
not edit personal identifying information from submissions. You should
submit only information that you wish to make available publicly.
FOR FURTHER INFORMATION CONTACT: If you have questions about the
proposed rules, please contact one of the following members of our
staff: Brigitte Lippmann or Mark W. Green, Division of Corporation
Finance (202-942-2910), Eric Schuppenhauer, Office of the Chief
Accountant (202-942-4400), or Brian Bullard or Toai Cheng, Division of
Investment Management (202-942-0590), Securities and Exchange
Commission, 450 Fifth Street, NW., Washington, DC 20549. If you have
questions about the EDGAR system, please contact Richard Heroux, EDGAR
Program Manager (202-942-8800), in the Office of Information
Technology.
If you want to contact us about participating in the voluntary
program, please contact either Brigitte Lippmann or Eric Schuppenhauer
regarding non-investment companies or Toai Cheng regarding investment
companies. If you are interested in participating in the voluntary
program, we encourage, but do not require, you to contact us so that we
can better assess the level of participation. Expressing interest is
merely an indication of interest, not a commitment or a pre-condition
to participate. To participate in the program, volunteers only would
need to submit their XBRL format information in accordance with the
proposed rules.
SUPPLEMENTARY INFORMATION: We propose to revise Rules 11,\1\ 305,\2\
401\3\ and 402\4\ under Regulation S-T,\5\ Rule 601\6\ under Regulation
S-K,\7\ Rule 601\8\ under Regulation S-B,\9\ Rules 13a-14\10\ and 15d-
14\11\ under the Securities Exchange Act of 1934 (``Exchange Act'')\12\
and Rules 8b-1,\13\ 8b-2\14\ and 30a-2\15\ under the Investment Company
Act of 1940 (``Investment Company Act'').\16\ We also propose to revise
Forms 20-F\17\ and 6-K\18\ under the Exchange Act and add Rule 8b-33
under the Investment Company Act.
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\1\ 17 CFR 232.11.
\2\ 17 CFR 232.305.
\3\ 17 CFR 232.401.
\4\ 17 CFR 232.402. We refer to revising Rules 401 and 402 even
though they currently have no content because they are reserved in
the Code of Federal Regulations.
\5\ 17 CFR 232.10 et seq. We also propose to add a heading for
Rules 401 and 402.
\6\ 17 CFR 292.601.
\7\ 17 CFR 229.10 et seq.
\8\ 17 CFR 228.601.
\9\ 17 CFR 228.10 et seq.
\10\ 17 CFR 240.13a-14.
\11\ 17 CFR 240.15d-14.
\12\ 15 U.S.C. 78a et seq.
\13\ 17 CFR 270.8b-1.
\14\ 17 CFR 270.8b-2.
\15\ 17 CFR 270.30a-2.
\16\ 15 U.S.C. 80a-1 et seq.
\17\ 17 CFR 249.220f.
\18\ 17 CFR 249.306.
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Table of Contents
I. Background
II. Development of Markup Languages
III. Description of XBRL
IV. Voluntary Program
A. Objective
B. Description
C. Mechanics of Submitting Financial Information Using XBRL
1. Instance Document
2. Schema File
3. Linkbase Files
4. XBRL Using EDGARLink
D. Receipt and Acceptance
E. Liability Issues
V. Specific Request for Comments
VI. General Request for Comments
VII. Paperwork Reduction Act
A. Reporting and Cost Burden Estimate
1. Periodic and Current Reporting
2. Regulation S-K, Regulation S-B and Regulation S-T
B. Request for Comments
VIII. Cost-Benefit Analysis
A. Benefits
B. Costs
C. Request for Comments
IX. Initial Regulatory Flexibility Analysis
A. Reasons for, and Objectives of, the Proposals
B. Legal Basis
C. Small Entities Subject to the Proposed Rules
D. Reporting, Recordkeeping, and Other Compliance Requirements
E. Duplicative, Overlapping, or Conflicting Federal Rules
F. Agency Action to Minimize the Effect on Small Entities
G. Request for Comments
X. Consideration of Impact on the Economy, Burden on Competition and
Promotion of Efficiency, Competition, and Capital Formation
XI. Statutory Basis and Text of Proposed Amendments
I. Background
All registrants who file with the Commission are now generally
required to file electronically on the Commission's Electronic Data
Gathering, Analysis and Retrieval System (``EDGAR'').\19\ The EDGAR
[[Page 59095]]
database, accessible on our Web site at http://www.sec.gov, provides
ready access to a broad range of registrant information. Electronic
submission of a document is governed by Regulation S-T, in conjunction
with the EDGAR Filer Manual\20\ and the electronic filing provisions of
applicable rules, regulations, and forms. Under the current system,
EDGAR accepts as official filings only submissions using American
Standard Code for Information Interchange (``ASCII'') or HyperText
Markup Language (``HTML'').\21\
As discussed in the accompanying concept release, we are evaluating
whether tagged data in Commission filings would provide a better means
to provide and obtain necessary information and, if so, whether we
should permit or require XBRL tagged data in Commission filings.\22\
The Division of Corporation Finance, Office of the Chief Accountant,
Division of Investment Management, and Office of Information Technology
have formed a task force to assess the implications of tagged data for
filers, investors, the Commission and other market participants.\23\ In
order to test and evaluate data tagging, we propose to allow
registrants to supplement their Commission filings by furnishing
financial data on EDGAR as an exhibit using eXtensible Business
Reporting Language (``XBRL''), beginning with the 2004 calendar year-
end reporting season. We currently expect to permit participation by
any registrant without pre-approval merely by submitting the exhibit in
the required manner. Depending on the level of interest, technical
concerns or other factors, it may be necessary, however, to limit
participation. We emphasize that the purpose of permitting the
submission of the XBRL exhibits would be to allow registrants, the
Commission and others to test and evaluate tagging technology. Although
XBRL exhibits would be required to reflect the same information as
appears in the corresponding part of the official filing to which they
relate and would be disseminated publicly, they would be furnished
rather than filed and investors and others should continue to rely on a
registrant's official filings in making investment decisions rather
than the XBRL exhibits. We expect to so caution users on the
Commission's Web site.
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\19\ Rules 100 and 101 of Regulation S-T (17 CFR 232.100 and
232.101).
\20\ See Rule 301 of Regulation S-T (17 CFR 232.301). We
originally adopted the EDGAR Filer Manual on July 1, 1993, with an
effective date of July 26, 1993. Release No. 33-6986 (Apr. 1, 1993)
[58 FR 18638]. We most recently updated the EDGAR Filer Manual on
August 6, 2004, the current version of which can be found at http://www.sec.gov/info/edgar.shtml.
See Release No. 33-8454 (Aug. 6, 2004)
[69 FR 29803].
\21\ Section 4.1 of EDGAR Release 8.8 EDGARLink Filer Manual
(Volume I of the EDGAR Filer Manual).
\22\ See the companion concept release (Release No. 33-8497
(September 27, 2004) (``Concept Release'')) soliciting comment on
data tagging in general. Tags identify information in a manner that
can be recognized and understood by disparate software products. We
are evaluating whether by permitting or mandating formats through
which financial data may be tagged in Commission filings, we may
facilitate filing preparation and enable richer and faster analysis,
which would assist both the financial marketplace and the
Commission.
\23\ See Press Release No. 2004-97 (July 22, 2004).
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II. Development of Markup Languages
Since the EDGAR pilot program began in 1984, the Commission has
required tagged data in document headers to accurately process
filings.\24\ Initially, the EDGAR filings employed ASCII text documents
and tagged document headers using Standard Generalized Markup Language
(``SGML'').\25\ The SGML headers allowed us to segregate data about the
filing's characteristics and the registrant from the underlying filed
document. Tagging also allowed us to automatically perform basic
validations, store tagged data in a database, and process filings.\26\
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\24\ Accompanying the adoption of operational EDGAR, we also
relquired electronic filers to furnish a Financial Data Schedule
(``FDS'') with their financial statements that tagged a limited
amount of financial information not involving headers or a markup
language (Release No. 33-6977 (Feb. 23, 1993) [58 FR 14628]). The
schedule required tagging of a number of line items identical to
items included in financial statements prepared in accordance with
Generally Accepted Accounting Principles (``GAAP''). The FDSs were
furnished as exhibits under former Item 601(b)(27) of Regulations S-
K and S-B [17 CFR 229.601(b)(27) and 228.601(b)(27)]. The rules
provided that the schedule would not be deemed ``filed'' for
purposes of liability under the federal securities laws and not be
subject to auditing standards. In April 2000, we adopted rules
modernizing EDGAR (Release No. 33-7855 (April 24, 2000) [65 FR
24788]), which eliminated the FDS requirement. FDSs were also
required for registered investment companies, as exhibits to certain
investment company registration statements and reports on Form N-SAR
(Release No. 33-6978 (Feb. 23, 1993) [58 FR 14848]). The FDS
requirements were removed from the investment company registration
forms in 1999 (Release No. 33-7684 (May 17, 1999) [64 FR 27888]),
and were removed from Form N-SAR in 2000, at the same time the FDS
requirement was eliminated for operating companies. See the Concept
Release for additional discussion on the FDSs.
\25\ The SGML document markup language was conceived in the
1970s and deployed in the 1970s and 1980s.
\26\ We also disseminated the filed documents with the SGML
header so that the subscribers who received the filing data could
index the data properly according to a variety of information found
and tagged in the header.
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As technology improved, markup languages continued to develop and
HTML \27\ became widely used in the 1990s. In May 1999, as part of our
initiative to modernize EDGAR, we began to accept filings submitted to
EDGAR in HTML.\28\ Use of HTML promoted the idea of a single-use
document, allowing filers to avoid expending resources creating one
document for their investors, another document for their Web sites, and
a third document for submission to the Commission. In the late 1990s,
building on the earlier mark-up languages, Extensible Markup Language
(``XML'') was developed as a document markup language that assisted in
automatically processing data.\29\ XML-based languages define and name
data and text through tags. Tags give data an identity and context that
can be understood by a variety of different software applications that
allow the data to interface with databases, financial reporting
systems, and spreadsheets.\30\
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\27\ HTML provides a standard to give documents and web pages on
the Internet a consistent appearance when viewed through multiple
browsers.
\28\ We adopted rules to permit HTML filing in Release No. 33-
7684 (May 17, 1999) [64 FR 27888]. Based on suggestions from the
filing community, investors, and Commission staff, we allowed filers
to submit their filing documents using a modified HTML 3.2 standard.
This standard enabled filers to provide more professional
presentation features in their documents and enabled improved
readability. EDGAR has since upgraded the version of HTML that is
acceptable from a modified HTML 3.2 to a modified HTML 3.2 with some
HTML 4.0 standard attributes.
\29\ Much of the support for software devoted to SGML had
started to decline. Software vendors started concentrating on XML
products, thus providing a robust environment for those who used the
XML format. Internet browsers also began to translate XML data and
style sheets.
\30\ Tags are standardized through the development of taxonomies
(classifications), which are essentially data dictionaries that
describe individual pieces of information and mathematical and
definitional relationships among the pieces, identify text labels,
and refer to the authoritative sources for that information.
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In order to continue to reap the benefits of structured data, the
EDGAR system migrated from SGML to XML in May 2000.\31\ Since 2000, we
have increased our use of XML for internal processing, replacing custom
developed code. We also use XML for the headers\32\ of documents filed
on EDGAR\33\ and in the body of Section 16(a) reports.\34\
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\31\ EDGAR Release 7.0 marks the Commission's initial use of XML
where header information was changed from SGML to Extensible Forms
Description Language, a derivative of XML, using certain tags
dedicated to screen presentation and validation. See Release No. 33-
7858 (May 16, 2000) [65 FR 34079].
\32\ Headers contain required basic information about an
electronic filing's characteristics (e.g., form type) and the
registrant that filed it.
\33\ See Section 4.4.1 of EDGAR Release 8.8 EDGARLink Filer
Manual (Volume 1).
\34\ See Sections 4.1.2 and 5.1 of EDGAR Release 8.8 OnlineForms
Filer Manual (Volume III).
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In May 2003, as part of the Commission's implementation of the
[[Page 59096]]
Sarbanes-Oxley Act of 2002 (``Sarbanes-Oxley Act''),\35\ we activated a
Web site that gathered data for those who had to file reports of their
securities holdings and transactions in accordance with Section
16(a)\36\ of the Exchange Act. These ownership reports (Forms 3, 4, and
5) \37\ are submitted to the EDGAR system as XML files. Filers submit
the reports either by accessing our EDGAR Online Forms Web site \38\
and responding to questions to fill in fixed fields that tag
information or by creating a customized form and filing it as a reduced
content filing in which information also is tagged.\39\ Users of EDGAR
data are able to download these filings from the http://www.sec.gov Web
site, import the filing data into their spreadsheets or databases and
use that data for their analysis. With the use of a Commission
sponsored style sheet, the XML data in these filings can be viewed by
users inside a representation of the actual form.
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\35\ P.L. No. 107-204, 116 Stat. 745.
\36\ 15 U.S.C. 78p(a).
\37\ 17 CFR 249.103, 249.104 and 249.105. Forms 3 and 4 also are
authorized under the Investment Company Act under 17 CFR 274.202 and
274.203.
\38\ See https://www.onlineforms.edgarfiling.sec.gov.
\39\ A reduced content filing is a filing that provides header
information (e.g., form type) and the tagged data for mandatory
fields that we specify and otherwise complies with technical filing
requirements.
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III. Description of XBRL
XBRL is an open electronic standard that provides a format for
tagging financial information. XBRL allows users to extract, exchange,
analyze and display financial information. XBRL was developed and
continues to be supported by XBRL International, a collaborative
consortium of approximately 250 organizations representing many
elements of the financial reporting community. Organizations in the
consortium include issuers, public accounting firms, software
companies, filing agents, data aggregators, stock exchanges,
regulators, financial services companies, and industry associations.
XBRL International and its related entities have been developing
standard taxonomies \40\ that they state classify and define financial
information in accordance with U.S. GAAP and our regulations.\41\
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\40\ An XBRL taxonomy is a standard description and
classification system for business reporting and financial data.
Tags consist of specific financial data, such as the line items
presented in the financial statements, and words or labels, such as
headers in the notes to the financial statements. For example, a
taxonomy may include a tag for the balance sheet line item
``inventory,'' as well as tags for inventory's component accounts,
``raw materials,'' ``work in process,'' and ``finished goods,''
which are often disclosed in the notes to the financial statements.
\41\ XBRL International released version 2.1 taxonomies for
public comment on September 20, 2004 with a request for comments to
be submitted by November 19, 2004. See http://www.xbrl.org. See the
Concept Release for a further description of XBRL.
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IV. Voluntary Program
Since we adopted rules to implement the operational phase of EDGAR,
we have sought to make EDGAR more useful to the investing public. XBRL
provides a sophisticated system of data tagging and may offer an
opportunity to enhance the analysis of information filed with us via
EDGAR.
Proponents of the XBRL reporting standard assert that it offers
benefits for all participants in the financial information supply
chain, from registrants, who would benefit from improved transparency
of their filings, resulting in broader analyst coverage, more market
exposure and greater investor confidence, to regulators and investors,
who would benefit from ready access to tagged financial data for
analytical and review purposes.\42\
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\42\ See http://www.xbrl.org.
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A. Objective
The purpose of the voluntary program is to further the Commission's
ability to gather and analyze data that would assist us in assessing
the feasibility and desirability of using tagged data on a more
widespread and, possibly, mandated, basis in the future. The voluntary
program also would enable preparers and users who are interested in the
technology to test and evaluate data in the XBRL format. We propose to
establish a program to accept XBRL tagged data into the EDGAR system on
a voluntary basis as a supplemental exhibit to a registrant's filing.
We believe that the voluntary program would better enable us to study
the extent to which XBRL enhances the:
Search capability of the EDGAR database to allow more
efficient and effective extraction and analysis of specific data,
Capability to perform financial comparisons among
registrants within industries, and
Ability to perform financial analysis of registrant
financial data, such as for ratio analysis, and whether it would reduce
the resources needed for data analysis.
In addition, we believe the program would enhance our ability to
evaluate the:
Impact on the staff's ability to review filings on a more
timely and efficient basis,
Use of tagged data for risk assessment and surveillance
procedures, and
Compatibility of XBRL with reporting quality,
transparency, accounting principles, and other Commission reporting
requirements.
Once we have gained experience with the XBRL technology, the
development of taxonomies, and the manner in which XBRL is used, we
will analyze the results and determine whether to terminate the
voluntary program, continue it indefinitely or require some or all
filers to use XBRL. If, in the future, we consider requiring filers to
use XBRL, this would be the subject of a separate rulemaking proposal.
We also may change the voluntary program based on our experience with
the program. For example, we currently anticipate allowing all
volunteers to submit XBRL data as an exhibit to specified filings under
the Exchange Act and the Investment Company Act; \43\ however,
depending on the level of interest, technical concerns or other
factors, it may be necessary to limit participation in some manner,
such as by number of volunteers or types of XBRL submissions in the
voluntary program.
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\43\ These filings are Forms 10-K, 10-Q, 8-K, 10, 10-KSB, 10-QSB
and 10SB [17 CFR 249.310, 249.308a, 249.308, 249.210, 249.310b,
249.308b and 249.210b] for non-investment companies, Forms 20-F and
6-K for foreign private issuers and Forms N-CSR [17 CFR 249.331 and
274.128] and N-Q [17 CFR 249.332 and 274.130] for investment
companies. In addition to domestic issuers, the voluntary program is
available to foreign private issuers that otherwise file financial
information prepared in accordance with U.S. GAAP.
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B. Description
As part of our review and assessment of the benefits of tagged data
reporting, we propose to add Rule 401 of Regulation S-T that would
allow filers, on a voluntary basis, to furnish specified financial
information using XBRL. Proposed Rule 401 generally would provide that
a registrant participating in the voluntary program (a ``volunteer'')
may submit XBRL-Related Documents \44\ in electronic format. The XBRL-
Related Documents must be furnished as an exhibit to either the related
filing or, alternatively, a Form 8-K or revised Form 6-K \45\ that
references, and is submitted no earlier
[[Page 59097]]
than, the related filing.\46\ In addition, the XBRL-Related Documents
must reflect the same financial information,\47\ prepared in accordance
with U.S. GAAP, as appears in one or more of the following portions of
the volunteer's official EDGAR filing:
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\44\ The proposed revision to Rule 11 of Regulation S-T would
make ``XBRL-Related Documents'' a defined term that means documents
related to presenting financial information in XBRL that are part of
a voluntary submission in electronic format in accordance with
proposed Rule 401.
\45\ The Forms 8-K and 6-K alternative does not apply to
investment company volunteers because they generally do not file
Forms 8-K and do not file Forms 6-K.
\46\ If a volunteer submits the financial information using XBRL
as an exhibit to a Form 8-K or Form 6-K that references the related
filing, the Form 8-K or Form 6-K should so explain and a Form 8-K
should provide the reference under item 8.01 of the Form 8-K.
\47\ For purposes of the voluntary program, the financial
statements, other than financial statements of investment company
volunteers, should not include the related schedules. Audit opinions
or interim review reports included with the audited or quarterly
financial statements in the body of the official filing should also
be omitted from the XBRL-Related Documents. Volunteers should label
the XBRL-Related Documents (whether they are filed as an exhibit to
the related official filing or to a Form 8-K or Form 6-K that
references such filing) as either ``unaudited'' or, for quarterly
financial statements, ``unreviewed.''
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The complete set of financial statements;
Earnings information (whether contained in the body of the
related report or in an exhibit, and whether filed or furnished);
Financial highlights or condensed financial information,
as applicable (if the related filing has been filed under the
Investment Company Act); or
Schedule of investments (if the related filing has been
filed under the Investment Company Act).\48\
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\48\ These submissions would be made in accordance with the
EDGARLink Filer Manual and the exhibit provisions of proposed Item
601(b)(100) of Regulation S-K or S-B, revised Form 20-F, revised
Form 6-K or proposed Rule 8b-33 under the Investment Company Act, as
applicable. The items and rule would list the Exchange Act and
Investment Company Act filings, in addition to Forms 20-F and 6-K,
with which volunteers could submit XBRL-Related Documents. We
propose to revise Rules 8b-1 and 8b-2 under the Investment Company
Act to reflect the proposed addition of Rule 8b-33. The proposed
revision to Rule 305(b) of Regulation S-T would exempt the
submissions from the formatting requirements of Rule 305(a) because
the formatting requirements would not be needed in this context.
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The XBRL financial data should be furnished as an exhibit to
specified Exchange Act or Investment Company Act filings. XBRL-Related
Documents would be easily identifiable as Exhibit 100 to the filings,
with appropriate extensions for the type of XBRL-Related Document, such
as EX-100.XBRL-SCHEMA for the XBRL schema file.\49\ The XBRL-Related
Documents submitted would not replace the required HTML or ASCII
version of the financial information they contain. Volunteers still
would be required to file their official filings to ensure that all
investors have access to information upon which to base their
investment decisions.\50\ The XBRL-Related Documents may be submitted
either with the official EDGAR filing or a Form 8-K or Form 6-K \51\
that references such filing or in an amendment to such filing or Form
8-K or Form 6-K at a later date; however, volunteers may not submit the
XBRL-Related Documents before filing the related official document and
would be encouraged to submit the XBRL-Related Documents with the
initial filing.\52\ Volunteers would be free to submit their XBRL
exhibits regularly or from time to time and could stop or start as they
choose. If a volunteer wants to amend XBRL-Related Documents it
submitted earlier, it should amend the filing with which the XBRL-
Related Documents appeared as an exhibit.\53\
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\49\ Item 601(a)(2) of Regulations S-K and S-B [17 CFR
229.601(a)(2) and 228.601(a)(2)] require a filing's exhibit index to
list the exhibits using the number of the Item 601(b) [17 CFR
229.601(b) and 228.601(b)] subparagraph that describes the exhibit
(in this case, ``100''). In the case of foreign private issuers,
revised Forms 20-F and 6-K also would require volunteers to
designate XBRL-Related Documents as exhibit ``100.'' Finally, in the
case of investment companies, proposed Rule 8b-33 would require them
to name each XBRL-Related Document in the same way and submit these
documents separately for each series of an investment company
registrant and each contract of an insurance company separate
account. For example, a registrant with five series would have five
separate XBRL schema files. The Filer Manual would be revised to
provide more detail on this point.
\50\ Although a volunteer's XBRL-Related Documents would be
required by proposed Rule 401 to reflect the same information
contained in the corresponding portion of the related official
filing, investors and others should continue to rely on the official
filing rather than the XBRL-Related Documents.
\51\ As further discussed below, XBRL-Related Documents
generally would not be deemed filed or incorporated by reference
regardless whether they are exhibits to a document incorporated by
reference.
\52\ A volunteer that submits XBRL-Related Documents with an
amendment would be required to follow the same requirements as to
the amendment process as would apply if the XBRL-Related Documents
were any other type of exhibit.
\53\ A volunteer would be required to amend XBRL-Related
Documents it submitted earlier if, contrary to the requirements of
proposed Rule 401, the XBRL-Related Documents did not reflect the
same financial information as appears in the corresponding portion
of the volunteer's official EDGAR filing. It would not matter
whether the difference existed at the time the XBRL-Related
Documents were submitted or arose later as a result of an amendment
to the official EDGAR filing.
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We propose to open the program to all volunteers that use one of
the following version 2.1 XBRL taxonomies in U.S. GAAP:
Commercial and Industrial; \54\
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\54\ This taxonomy has detailed financial reporting elements
specific to commercial and industrial-type companies. If a
registrant is not a bank, savings institution, insurance company,
broker-dealer or investment company, it would likely use the
commercial and industrial standard taxonomy. See http://www.xbrl.org
.
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Banking and Savings Institutions;
Insurance; and
Investment Companies.\55\
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\55\ The investment companies taxonomy has not yet been released
for public comment but we understand that that taxonomy will be
available before the date we would plan to begin the voluntary
program. See http://www.xbrl.org.
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By the end of 2004, we understand that the XBRL Consortium will
have finalized these standard taxonomies after at least one review and
comment period.\56\ We expect that additional standard taxonomies will
be permitted on the EDGAR system as they become available.\57\ The
standard taxonomies and related linkbases would be housed on our Web
site at http://www.sec.gov, and volunteers would link their XBRL files to these taxonomies. Users of EDGAR data on http://www.sec.gov would be
able to download the XBRL instance document, described below, to
perform their own financial analysis.\58\ We plan to develop an
application, such as a style sheet, for volunteers so that users can
view XBRL data in a rendered or human readable format via our
website.\59\ This application would convert XBRL files into a document
that would look similar to traditional financial information such as a
balance sheet or income statement. The volunteer would be required to
reflect in the rendered document the same financial information
included in the corresponding portion of the official HTML or ASCII
version.\60\
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\56\ See http://www.xbrl.org.
\57\ XBRL-US also has under development additional industry
specific taxonomies, including taxonomies for broker-dealers and oil
and gas companies. See http://www.xbrl.org.
\58\ In order to perform financial analyses based on the
instance document, users would need to use their own software.
\59\ Although we plan on developing a standard style sheet, it
may not be ready before we would begin the voluntary program. In
this situation, we propose commencing the voluntary program without
rendering the data to begin evaluating the usefulness of software
that identifies, extracts and analyzes tagged data. We would include
a standard style sheet in the program as soon as it was developed.
\60\ Volunteers could provide data in presentation linkbase
files (see discussion below) to provide additional information to
the standard style sheet.
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C. Mechanics of Submitting Financial Information Using XBRL
Volunteers would likely include the following in their XBRL-Related
Document submissions (described in more detail below): \61\
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\61\ Schema and linkbase files would be necessary only if the
volunteer adds extensions to the standard taxonomy.
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An instance document,
A schema file, and
Linkbase files.
These files would be completely separate from the other data files
comprising the official submission and
[[Page 59098]]
would appear as Exhibit 100 to the form or report.\62\ For example, if
a volunteer wants to attach XBRL-based financial statements to its Form
10-Q, it would create the content for the Form 10-Q in the normal HTML
or ASCII format. Then, in a separate action, the volunteer could use
its current accounting software or another add-on product to create the
financial information in XBRL format, which would be attached to the
Form 10-Q as an exhibit or added later by amendment. We will not
provide software, or reimburse volunteers for software, necessary to
produce the XBRL-Related Documents.
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\62\ In the case of investment companies, as noted earlier,
proposed Rule 8b-33 would require registrants to label their XBRL-
Related Document exhibits in the same manner and submit these
documents separately for each series of an investment company
registrant and each contract of an insurance company separate
account.
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1. Instance Document
The instance document, which is a machine readable form, pairs a
tag from the taxonomy with the related piece of financial
information.\63\ For example, where a financial statement in an
official filing reports $10 million in revenue, a ``revenue'' data tag
from the taxonomy may be paired with a value of $10 million. Volunteers
may use a software product to create an XBRL instance document.\64\
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\63\ The instance document may also contain meta data, which is
data that describes other data. Additional meta data added to XBRL-
tagged numbers may include decimal precision, numeric context,
dates, company identifiers, language, currency and links to concept
definitions. Meta data may also contain guidelines to format a
standard style sheet or other application for a standard template.
\64\ Volunteers would not be required to use a software product
to create the file. They could create a text file and enter the data
themselves.
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2. Schema File
The XBRL data file that the volunteer creates can adhere to either
a standard taxonomy or a standard taxonomy with extensions. Extensions
to the standard taxonomy further refine the data contained in the
standard taxonomy so that the XBRL data reflects the same financial
information presented in the corresponding portion of the related
official filing. Such extensions would be included in a schema file.
For example, the standard taxonomy might not contain tags that allow a
volunteer to report revenue by segment or product line as it appears in
its official filing. Revenue by segment or product line would be
considered additional elements to the standard taxonomy. To use
extensions for these additional elements, the volunteer likely would
use taxonomy builder software to generate a schema file. The volunteer
must use the appropriate extensions to present such revenue segment or
product line data in the XBRL format.
3. Linkbase Files
If extensions to the standard taxonomy were necessary, a volunteer
would need to create additional linkbase files to manage references,
labels and relationships to the instance document.\65\ Since the
standard taxonomies would be housed on our Web site, all of the links
between the instance documents and the standard taxonomies would be
required to be modified by the volunteer to link to our Web site. There
are at least five types of linkbase files: \66\
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\65\ The standard taxonomies already have linkbase files
associated with their own elements.
\66\ Additional linkbases may be developed, such as formula
linkbases.
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Label links manage the text associated with taxonomy
elements. For example, a reference in the taxonomy would be
labeled as income. Translations to different languages may also be
accomplished through label links.
Presentation links shows the relationships between each
element, including parent-child relationships and the order in which
they appear. For example, raw material inventory would be a ``child''
to total inventory. Presentation links may also be used to display data
in a specified order in a rendered document.
Calculation links show how the elements are related by
calculation, such as whether they are added or subtracted from each
other. For example, cost of sales may be subtracted from revenues to
show gross margin.
Definition links define the type of element in the
taxonomy. For example, depreciation would be defined as an expense.
Reference links manage the references to authoritative
literature.
Volunteers would not be required to furnish all of these five types of
linkbase files to submit XBRL information. Volunteers may elect to file
only label, presentation and calculation linkbase files to render their
XBRL financial information with the same level of detail as their
official filings.
4. XBRL Using EDGARLink
Once the XBRL files are created, volunteers may use the Commission
client software, EDGARLink \67\ or a third party product to create the
submission much as they do today. First, they would enter header
information into the browser based EDGARLink application. Then they
would attach the filing and other attachments including the XBRL files.
The volunteer would be required to attach each file that makes up the
XBRL-Related Documents, leaving no unresolved links. Also, the XBRL-
Related Documents would be required to either accompany or be submitted
as an amendment to the form or report that contains the original
financial data or accompany or be submitted as an amendment to a Form
8-K or Form 6-K that references such form or report. For example, a
volunteer would create a Form 10-Q filing and then create XBRL-Related
Documents that contain a representation of the financial statements
contained in the Form 10-Q. The volunteer would bring up EDGARLink and
enter the required header information into the browser interface,
attach the Form 10-Q file as the primary document in the submission,
and then attach the XBRL-Related Documents. The volunteer would log
onto the filing Web site and follow the current process for
transmitting its submission to the Commission.
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\67\ EDGARLink will be changed to allow the attachment of .xml
and .xsd files for this purpose. The EDGARLink Filer Manual will be
updated with instructions on how to attach all files and how to link
to the taxonomies on our Web site.
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D. Receipt and Acceptance
Once received by the Commission, the official filing and the
attached XBRL-Related Documents would undergo technical validations.
The official filing would continue to follow the normal process for
receipt and acceptance. That is, it would be suspended if it fails its
validation criteria. If the official filing meets its validation
criteria, but any XBRL-Related Documents fail their own validation
criteria, all XBRL-Related Documents would be removed and the official
filing would be accepted and disseminated without the XBRL-Related
Documents. The volunteer would be notified of the XBRL submission
problem.
E. Liability Issues
Because the voluntary program is experimental, and to encourage
volunteers to participate, the revised rules would provide limited
protections from liability under the federal securities laws and
exclude XBRL-Related Documents from being subject to certification
requirements.\68\
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\68\ If, in the future, we were to issue a separate proposal to
mandate filing XBRL-Related Documents, we expect that we would not
propose liability protection or an exclusion from the certification
requirements as to these documents.
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Proposed Rule 402(a) generally would provide that XBRL-Related
Documents
[[Page 59099]]
submitted in the program, regardless whether they are exhibits to a
document incorporated by reference into a filing:
Are not deemed filed for purposes of Section 18 of the
Exchange Act,\69\ Section 16 of the Public Utility Holding Company Act
of 1935 (``Public Utility Holding Company Act''),\70\ Section 323 of
the Trust Indenture Act of 1939 (``Trust Indenture Act'') \71\ or
Section 34(b) of the Investment Company Act; \72\
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\69\ 15 U.S.C 78r. Because the XBRL-Related Documents will not
be filed under the Exchange Act, they will not be incorporated by
reference into registration statements filed under the Securities
Act of 1933 (``Securities Act'') [15 U.S.C 77a et seq.] or
prospectuses they contain.
\70\ 15 U.S.C. 79p.
\71\ 15 U.S.C. 77http://www.
\72\ 15 U.S.C. 80a-33(b).
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Are not deemed incorporated by reference;
Are not otherwise subject to the liabilities of these
sections; \73\
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\73\ All of these statutory sections provide for filing-related
liabilities. We expect to caution users on the Commission's Web site
that, although XBRL-Related Documents are required to reflect the
same information contained in the corresponding portion of the
related official filing, they are furnished rather than filed and
users should continue to rely on the official filing rather than the
XBRL-Related Documents.
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Are subject to all other liability and anti-fraud
provisions of these Acts; \74\ and
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\74\ Participants in the voluntary program still would be
required to file the official financial information in HTML or ASCII
that will be subject, as usual, to the liability provisions of the
federal securities laws.
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Are deemed filed for purposes of Rule 103 of Regulation S-
T.\75\
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\75\ 17 CFR 232.103. Rule 103 generally provides that an
electronic filer is not subject to liability as to an error or
omission in an electronic filing resulting solely from electronic
transmission errors beyond the control of the filer if the filer
corrects the problem through an amendment as soon as reasonably
practicable after the filer becomes aware of the problem.
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Proposed Rule 402(b) generally would provide that a volunteer is not
liable under these Acts for information in its XBRL-Related Documents
that reflect the same information that appears in the corresponding
portion of the official version of the related filing, to the extent
that the information in the corresponding portion of the official
filing was not materially false or misleading.\76\ Proposed Rule 402(b)
also generally would provide that, to the extent the information in a
volunteer's XBRL-Related Documents does not reflect the same
information, the information in the XBRL-Related Documents would be
deemed to reflect the same information for purposes of proposed Rule
402(b) if the volunteer had made a good faith and reasonable attempt to
reflect the same information and, as soon as reasonably practicable
after the volunteer becomes aware of any difference, the volunteer
amends the XBRL-Related Documents to cause them to reflect the same
information.
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\76\ Liability relief would not extend, however, to the
information the official filing contains.
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Later in this release, we solicit comments on whether liability
protections for XBRL data in the voluntary program should be increased
beyond or decreased from that proposed.
Finally, proposed paragraph (h) of Rules 13a-14 and 15d-14 under
the Exchange Act and proposed paragraph (d) of Rule 30a-2 under the
Investment Company Act would exclude XBRL-Related Documents from being
subject to the certification of disclosure requirements of the rule of
which it is a part.
V. Specific Request for Comments
We request comment in general on the proposed voluntary program and
rules. We also request comment in particular as follows:
1. Is the proposed rule permitting volunteer filers to furnish
financial information in XBRL appropriate? Is there a better way to
accomplish testing and analysis of XBRL data?
2. For purposes of the program, volunteers can furnish in XBRL
format, among other types of financial information, a complete set of
financial statements. Are there special issues or difficulties raised
by providing notes to financial statements in XBRL format? If so,
should we permit volunteers to furnish financial statements in XBRL
format if they omit the related notes? Should we allow volunteers to
furnish in XBRL format some but not all financial statements (e.g.,
only a balance sheet)? Should we also allow tagging for other items,
such as Management's Discussion and Analysis \77\ or Management's
Discussion of Fund Performance \78\ that are part of existing
taxonomies?
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\77\ See Item 303 of Regulations S-K and S-B [17 CFR 229.303 and
228.303].
\78\ See Item 22(b)(7) of Form N-1A [17 CFR 239.15A and
274.11A].
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3. Are the standard taxonomies in the voluntary program
sufficiently developed? If not, explain what further development would
be necessary. Please address taxonomies with respect to specific
industries or types of companies if you have information or views on
these. Is the taxonomy builder software sufficiently developed that
volunteers would be able to create extensions as needed?
4. What specific criteria should be applied to determine the
adequacy of the standard taxonomies?
5. Should we include other standard taxonomies in the voluntary
program? If so, specify which ones and explain why you believe such
taxonomies are sufficiently developed.
6. Should we allow foreign private issuers or foreign governments
who use non-U.S. GAAP standard taxonomies to participate in the
voluntary program? If so, how should this be implemented? What
adaptations, if any, would be needed? How would U.S. GAAP
reconciliations be handled in a voluntary XBRL submission?
7. We plan to permit all filers to furnish XBRL data as an exhibit
to Exchange Act and Investment Company Act filings so long as they use
one of the specified standard taxonomies and form types. Should we
further limit participation, such as by size or specific industry?
Should we allow volunteers to furnish XBRL data with Securities Act
filings?
8. We have proposed that XBRL data furnished by volunteers must be
the same financial information as in the corresponding portion of the
HTML or ASCII version. Should we allow volunteers to present less
detailed financial information in their XBRL data?
9. In order for the XBRL version of the financial statements to
have the same level of detail as the HTML or ASCII version, we expect
most companies would file extensions to the standard taxonomy. If you
expect that companies would file extensions to the standard taxonomy,
explain why extensions would be necessary. Would there be some
companies that do not expect to file extensions? If not, explain why.
Would the use of extensions harm the comparability that otherwise would
exist among volunteers that use the same standard taxonomy?
10. Are there any confidentiality concerns regarding submitting
extensions? If so, what are they?
11. We are contemplating allowing volunteers to submit XBRL data as
an amendment to their filings or with a Form 8-K or Form 6-K that
references the filing that contains the financial information to which
the XBRL data relates. Should we require volunteers to submit XBRL data
at the same time or within a specified number of days from the time
they submit their official filing? Would this present difficulties for
volunteers? Should we require volunteers to submit XBRL data only as an
exhibit to the filing to which the XBRL data relates (i.e., remove the
option to submit the XBRL data as an exhibit to an otherwise unrelated
Form 8-K or Form 6-K)?
[[Page 59100]]
12. We plan to develop and provide via our Web site an application
for a standard template to render the XBRL information in human
readable form. What are the advantages and disadvantages of our
requiring the use of such a standard template? For example, could a
standard template prevent a volunteer from presenting its XBRL data in
as much detail as, and in a manner substantially similar to, the
financial statements in its official filing? Should we only develop
standard templates for certain industries? Instead, should we allow
each volunteer to submit its own template for rendering the XBRL data?
13. As to the voluntary program, we propose to exclude XBRL-Related
Documents from the certification requirements of Rules 13a-14 and 15d-
14 under the Exchange Act and Rule 30a-2 under the Investment Company
Act and we state that the XBRL-Related Documents should omit audit
opinions and review reports. For purposes of the voluntary program,
should officers of the company certify the XBRL data? If so, what
should the certification criteria be? Should auditors be required to
attest to the data? If so, what should their attestation requirements
be? What are the advantages and disadvantages of requiring
certification and attestation? \79\ What complications would arise if a
volunteer presented an audit or review report in its XBRL-Related
Documents?
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\79\ See Section III.D of the Concept Release regarding auditor
attestation.
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14. Should the XBRL data be considered filed or furnished for
purposes of the voluntary program? Why? Would filers be more or less
likely to participate in the voluntary program if the information were
deemed filed? To encourage participation in the voluntary program,
should liability protections be increased beyond that proposed? For the
protection of investors, should liability protection be decreased from
that proposed? Is there any reason to provide liability protections
under the Securities Act if, as proposed, volunteers cannot submit XBRL
data with Securities Act filings and XBRL data is deemed not
incorporated by reference?
15. As proposed, the liability protection provisions require that
information in the XBRL-Related Documents be the same as the
corresponding information in the official filing and that information
in the official filing not be materially false or misleading. Also as
proposed, to the extent information in the XBRL-Related Documents
differs, it would be deemed the same if the volunteer had made a good
faith and reasonable attempt to make it the same and, as soon as
reasonably practicable after the volunteer becomes aware of the
difference, the volunteer amends the XBRL-Related Documents to make the
information the same. Is it appropriate to deem the information the
same under these conditions? Under what, if any, conditions should the
information be deemed the same?
16. How should we determine how useful the tagged data is to users
of the information?
17. What specific steps can we take to encourage registrants to
participate in the voluntary program?
VI. General Request for Comments
We request comment not only on the specific issues we discuss in
this release, but on any other approaches or issues that we should
consider in connection with the voluntary program. We seek comment from
any interested persons, including those required to file information
with us on the EDGAR system, as well as investors, disseminators of
EDGAR data, EDGAR filing agents, accountants and any other members of
the public.
VII. Paperwork Reduction Act
The proposed new and amended rules contain ``collection of
information'' requirements within the meaning of the Paperwork
Reduction Act of 1995, or PRA.\80\ We are submitting the proposals to
the Office of Management and Budget, or OMB, for review in accordance
with the PRA.\81\ An agency may not conduct or sponsor, and a person is
not required to respond to, an information collection unless it
displays a currently valid OMB control number.
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\80\ 44 U.S.C. 3501 et seq.
\81\ 44 U.S.C. 3507(d) and 5 CFR 1320.11.
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The title of the new collection of information is ``Voluntary XBRL-
Related Documents'' (OMB Control No. 3235-XXXX). This collection of
information stems from already existing regulations and forms adopted
pursuant to the Exchange Act and Investment Company Act that set forth
financial disclosure requirements for annual and quarterly reports as
well as current reports. The proposed new and amended rules, if
adopted, would allow registrants to furnish specified financial
information in XBRL-Related Documents as exhibits to their current or
periodic reports filed on EDGAR. The specified financial information
already is required pursuant to existing periodic and annual report
requirements, but would be tagged using XBRL. During the proposed
voluntary program, registrants would continue to include this
information in ASCII or HTML format in their official EDGAR filings,
but also would furnish the XBRL tagged data as exhibits to these
filings. The XBRL-Related Documents would consist of an instance
document, a schema file, and linkbase files. Submission of XBRL-Related
Documents would be voluntary and the information submitted would not be
kept confidential.
A. Reporting and Cost Burden Estimate
1. Periodic and Current Reporting
Form 10-K (OMB Control No. 3235-0063) prescribes information that a
registrant must disclose annually to the market about its business.
Form 10-KSB (OMB Control No. 3235-0420) prescribes information that a
registrant that is a ``small business issuer'' as defined under our
rules must disclose annually to the market about its business. Form 20-
F (OMB Control No. 3235-0288) is used by a foreign private issuer both
to register a class of securities under the Exchange Act as well as to
provide its annual report required under the Exchange Act. Form 10-Q
(OMB Control No. 3235-0070) prescribes information that a registrant
must disclose quarterly to the market about its business. Form 10-QSB
(OMB Control No. 3235-0416) prescribes information that a registrant
that is a ``small business issuer'' as defined under our rules must
disclose quarterly to the market about its business. Form 8-K (OMB
Control No. 3235-0060) prescribes information, such as material events
or corporate changes, that a registrant must disclose. Form 8-K also
may be used, at a registrant's option, to report any events that the
registrant deems to be of importance to shareholders. Furthermore,
companies may use Form 8-K to disclose the nonpublic information
required to be disclosed by Regulation FD.\82\ Form 6-K (OMB Control
No. 3235-0116) is used by a foreign private issuer to report material
information, such as required disclosure in its home jurisdiction,
information regarding distributions and other material disclosure. Form
N-CSR (OMB Control No. 3235-0570) is the form used by registered
management investment companies to file certified shareholder reports
semi-annually. Form N-Q (OMB Control No. 3235-0578) is the form used by
registered management investment companies to file their complete
portfolio schedules for the first and third fiscal quarters.
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\82\ 17 CFR 243.100 through 243.103.
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We are proposing a new collection of information, Voluntary XBRL-
Related Documents, which would be furnished
[[Page 59101]]
as a new exhibit to these forms to allow registrants to voluntarily
furnish specified financial information using XBRL.\83\ The compliance
burden estimates for the proposed collection of information are based
on several assumptions. First, while the proposed voluntary program
would be open to any Exchange Act or Investment Company Act reporting
company choosing to participate, we anticipate that only a small
percentage of companies would choose to participate in the voluntary
program. Based on discussions with several individuals who are familiar
with the use of XBRL, we estimate that approximately 60 registrants
would elect to participate in the voluntary program.
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\83\ The proposed voluntary program would allow for XBRL-Related
Documents to be furnished with Forms 10, 10SB and 20-F. We expect,
however, that volunteers for the program will already be subject to
Exchange Act reporting requirements and, as a result, do not include
an analysis relating to Forms 10 and 10SB or, to the extent it can
be used for Exchange Act registration, Form 20-F.
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Participation in the voluntary program and the use of XBRL would
not directly affect the burden of preparing the financial statements or
the registrant's official EDGAR filings. In order to be able to provide
XBRL-Related Documents, a registrant participating in the voluntary
program would have to map the financial reporting to the XBRL standard
taxonomy, potentially develop taxonomy extensions, map the notes to the
financial statements and create an instance document. Based on
discussions with data aggregators and registrants who have prepared
their financial information as XBRL-Related Documents, the initial
creation of XBRL-Related Documents would require on average
approximately 130 burden hours. We estimate that subsequent preparation
of the XBRL-Related Documents would require an average 10 burden hours.
Because the PRA estimates represent the average burden over a three-
year period, we estimate the average burden for disclosure for one set
of XBRL-Related Documents furnished with a periodic or current report
to be 20 hours.\84\
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\84\ To calculate an estimate of the amount of time it would
take to prepare the XBRL-Related Documents we assumed that the
initial creation would take 130 hours and that all future
preparations of XBRL-Related Documents would take 10 burden hours.
We calculated that a registrant other than an investment company
would prepare one annual and three quarterly reports per year, and
an investment company registrant would prepare two reports on Form
N-CSR and two reports on Form N-Q per year. We added the burden
hours for each report over the three-year period and divided by the
number of periodic reports filed by each registrant (12), resulting
in the estimate of 20 hours per report.
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We would permit participants in the voluntary program to furnish
XBRL-Related Documents with respect to their annual and quarterly
reports as well as current reports, but we think the participants will
generally only furnish XBRL-Related Documents with their annual and
quarterly reports due to the additional burden of preparing the
documents.\85\ Based on a burden hour estimate of 80 hours per
registrant participating in the voluntary program per year and 80
participants per year, we estimate that, in the aggregate, participants
would incur an additional 6,400 burden hours to furnish the XBRL-
Related Documents with their filings. We estimate that 75% of the
burden is prepared by the company and that 25% of the burden is
prepared by outside professionals or consultants retained by the
company at an average cost of $300 per hour.\86\ We estimate that, if
the proposals are adopted, the additional filings would result in an
added annual cost totaling $480,000 for all participating registrants.
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\85\ We estimate that a participant would furnish XBRL-Related
Documents with its annual report and each of its quarterly reports
(or with each report on Form N-CSR and Form N-Q, in the case of an
investment company) and will incur 20 burden hours for preparing the
XBRL-Related Documents for each report.
\86\ The staff estimated the average hourly rate for outside
professionals and consultants, by contacting outside professionals
and other persons regularly involved in the financial reporting
process.
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2. Regulation S-K, Regulation S-B and Regulation S-T
Regulation S-K (OMB Control No. 3235-0071) specifies information
that a registrant must provide in filings under both the Securities Act
and the Exchange Act. Regulation S-B (OMB Control No. 3235-0417)
specifies information that a small business issuer must provide in
filings under the Securities Act and the Exchange Act. Regulation S-T
(OMB Control No. 3235-0424) specifies the requirements that govern the
electronic submission of documents.
The proposed changes to these items would add and revise rules
under Regulations S-K, S-B and S-T. The filing requirements themselves,
however, are included in the forms and we have reflected the burden for
these new requirements in the burden estimate for the forms. These
rules in Regulations S-K, S-B and S-T do not impose any separate
burden. We assign one burden hour each to Regulations S-B, S-K and S-T
for administrative convenience to reflect the fact that these
regulations do not impose any direct burden on companies.
B. Request for Comments
We request comment to evaluate the accuracy of our estimates of the
number of participants and the burden of the proposed collections of
information and to determine whether there are ways to minimize the
burden on respondents. Any member of the public may direct to us any
comments concerning the accuracy of these burden estimates and any
suggestions for reducing burdens. Persons who desire to submit comments
on the collection of information requirements should direct their
comments to the OMB, Attention: Desk Officer for the Securities and
Exchange Commission, Office of Information and Regulatory Affairs,
Washington, DC 20503, and send a copy of the comments to Jonathan G.
Katz, Secretary, Securities and Exchange Commission, 450 Fifth Street,
NW., Washington, DC 20549, with reference to File No. S7-35-04.
Requests for materials submitted to the OMB by us with regard to this
collection of information should be in writing, refer to File No. S7-
35-04, and be submitted to the Securities and Exchange Commission,
Records Management, Office of Filings and Information Services, 450
Fifth Street, NW., Washington, DC 20549. Because the OMB is required to
make a decision concerning the collection of information between 30 and
60 days after publication, your comments are best assured of having
their full effect if the OMB receives them within 30 days of
publication.
VIII. Cost-Benefit Analysis
The proposed voluntary program reflects our desire to increase
EDGAR's efficiency and utility. The tagging of financial and other
information submitted to us through EDGAR has the potential to improve
the analysis of that information. In order to evaluate data tagging, we
have proposed allowing registrants to furnish XBRL-Related Documents as
exhibits to their official EDGAR filings.
A. Benefits
We believe that tagged financial information may allow more
efficient and effective retrieval, research and analysis of financial
information through automated means. The proposed voluntary program
would assist us in assessing whether using XBRL tagged financial
information enhances the analysis of financial information included in
Commission filings. The voluntary program also would facilitate our
ability to assess the technical requirements of processing
[[Page 59102]]
XBRL-Related Documents using EDGAR.
Today, a number of companies use the financial information provided
on EDGAR to create databases of tagged information that they resell to
users of the information. Allowing registrants to tag their own
financial data would remove third parties from the tagging process and
may reduce the cost of access to tagged information. Data tagging by
registrants may make the tagging process more accurate. Additionally,
the voluntary program may benefit registrants and the public by
permitting experimentation with data tagged using XBRL. In the future,
increased availability of accurate, tagged financial information could
also reduce the cost of research and analysis and create new
opportunities for companies that compile, provide and analyze data to
provide more value added services. Enhanced access to tagged
information has the potential to increase analyst coverage and investor
interest in a registrant's securities, which could increase the
liquidity in the market and lower the cost of capital. These benefits,
however, are difficult to quantify.
B. Costs
The proposed voluntary program would lead to some additional costs
for registrants choosing to furnish XBRL-Related Documents as exhibits
to their periodic and current reports. Some companies may already tag
their financial information using XBRL, in which case the additional
cost of submitting XBRL-Related Documents would be minimal. The
proposals do not dictate that companies follow any particular
procedure, however some participants may choose to acquire additional
software or hire consultants to assist them with data tagging. Based on
discussions with software providers and others familiar with XBRL, we
estimate that between 60 and 100 registrants will participate in the
voluntary program, the cost of tagging software packages to be
approximately $3,000, and, based on our PRA estimates, an annual cost
of $20,000 per registrant.\87\ Based on the foregoing discussion, we
estimate the total cost to be between $1,380,000 and $2,300,000 in the
first year.
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\87\ To determine the annual cost we estimate that the
incremental burden would result in 6,400 internal burden hours and
$480,000 in external costs. Assuming a cost of $175 per hour for in-
house professional staff, the total cost would be $1,120,000.
Consequently, the aggregate cost estimate is $1,600,000 or $20,000
per registrant.
---------------------------------------------------------------------------
Due to the recent development of the technology, we have limited
data to quantify the cost of implementing data tagging using XBRL and
seek comments and supporting data on our estimates. Further, methods of
tagging data may vary considerably, making accurate cost estimates
difficult. In the future, there may be additional costs to participants
in the EDGAR data stream, including lower demand for data tagging and
data dissemination. The availability of registrant tagged data,
however, may provide these participants with alternative business
opportunities.
C. Request for Comments
We request comment on all aspects of this cost-benefit analysis,
including identification of any additional costs or benefits of, or
suggested alternatives, to the proposed rules. Commenters are requested
to provide empirical data and other factual support for their views to
the extent possible.
IX. Initial Regulatory Flexibility Analysis
We prepared this Initial Regulatory Flexibility Analysis, or IRFA,
in accordance with the Regulatory Flexibility Act.\88\ We are proposing
rules to allow registrants, on a voluntary basis, to tag financial
information in specified filings using XBRL. The proposed amendments
set forth the method by which a registrant participating in the
voluntary program may furnish XBRL-Related Documents as an exhibit to
its official EDGAR filing.
---------------------------------------------------------------------------
\88\ 5 U.S.C. 603.
---------------------------------------------------------------------------
A. Reasons for, and Objectives of, the Proposals
The purpose of the proposals is to further our ability to assess
the feasibility and desirability of using tagged data on a more
widespread and, possibly, mandated, basis in EDGAR filings. We believe
the program to accept XBRL-Related Documents through EDGAR on a
voluntary basis would better enable us to study the extent to which
XBRL enhances the comparability of that data, its usefulness for
financial analysis, and our staff's ability to review and assess
filings. In addition, the voluntary program would help us assess the
effect of XBRL data tagging on the quality and transparency of
financial information as well as the compatibility of XBRL data tagging
with the Commission's financial reporting requirements.
B. Legal Basis
We are proposing amendments to the rules under the authority set
forth in Sections 19(a) \89\ and 28 \90\ of the Securities Act,
Sections 3,\91\ 12,\92\ 13,\93\ 14,\94\ 15(d),\95\23(a),\96\ 35A \97\
and 36 \98\ of the Exchange Act, Section 20(a) of the Public Utility
Holding Company Act,\99\ Section 319(a) of the Trust Indenture
Act,\100\ Sections 8,\101\ 30 \102\ and 38 \103\ of the Investment
Company Act and Section 3(a) of the Sarbanes-Oxley Act.
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\89\ 15 U.S.C. 77s(a).
\90\ 15 U.S.C. 77z-3.
\91\ 15 U.S.C. 78c.
\92\ 15 U.S.C. 78l.
\93\ 15 U.S.C. 78m.
\94\ 15 U.S.C. 78n.
\95\ 15 U.S.C. 78o(d).
\96\ 15 U.S.C. 78w(a).
\97\ 15 U.S.C. 78ll.
\98\ 15 U.S.C. 78mm.
\99\ 15 U.S.C. 79t(a).
\100\ 15 U.S.C. 77sss(a).
\101\ 15 U.S.C. 80a-8.
\102\ 15 U.S.C. 80a-29.
\103\ 15 U.S.C. 80a-37.
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C. Small Entities Subject to the Proposed Rules
The voluntary program may have an impact on three broad categories
of small entities: all filers; participants in the voluntary program;
and non-filers that interact with EDGAR. Filers include operating
companies and investment companies. A small operating company is
defined by Rule 0-10 \104\ under the Exchange Act for purposes of the
Regulatory Flexibility Act as an issuer, other than an investment
company, that on the last day of its most recent fiscal year, has total
assets of $5 million or less. We estimate there are approximately 2500
small operating company issuers. Under Rule 0-10 under the Investment
Company Act, an investment company is a small entity if it, together
with other investment companies in the same group of related investment
companies, has net assets of $50 million or less as of the end of its
most recent fiscal year. We estimate that there are approximately 186
investment companies that file reports on Forms N-CSR and N-Q that meet
this definition. These and other filers may be affected by any change
to the EDGAR system.
---------------------------------------------------------------------------
\104\ 17 CFR 240.0-10.
---------------------------------------------------------------------------
A smaller subset of those issuers may voluntarily participate in
the program; however, we estimate that number will be very low. We are
not aware of any small entities that are considering participating in
the voluntary program.
Finally, the dissemination of XBRL data may have an impact on those
entities that interact with the EDGAR data stream. We are aware that
entities have developed certain products and services based on data in
EDGAR; many entities disseminate, re-package, analyze and sell the
information. The Commission does not regulate all these entities and
therefore it is currently not
[[Page 59103]]
feasible to accurately estimate the number or size of these potentially
affected entities.
D. Reporting, Recordkeeping, and Other Compliance Requirements
The voluntary program is an experiment to determine the feasibility
of using XBRL on a broader, perhaps mandatory, basis. Therefore, the
cost of participating, the burden on the EDGAR system and the possible
effect on those entities that use the EDGAR data stream are somewhat
speculative at this point.
As the proposal relates to a voluntary filing program, no
registrant is required to file XBRL-Related Documents. If a voluntary
participant already uses XBRL to tag data, it may incur no additional
cost to participate. Other participants who wish to volunteer may have
to purchase software or retain a consultant to assist in tagging data.
The inclusion of XBRL-Related Documents on EDGAR may also have effects
on other filers, including small entities, who use the system.
The voluntary program may have some effect on any entity that
interacts with the data dissemination stream. Allowing filers to submit
information in XBRL, even voluntarily, may have an impact on entities
providing EDGAR-based services and products. The limited, voluntary
nature of the program will help the Commission assess the impact, if
any, on these entities.
E. Duplicative, Overlapping, or Conflicting Federal Rules
We believe that there are no rules that duplicate, overlap, or
conflict with the proposals.
F. Agency Action to Minimize the Effect on Small Entities
The Regulatory Flexibility Act directs us to consider significant
alternatives that would accomplish the stated objective, while
minimizing any significant adverse impact on small entities. The
purpose of the proposals is to further our ability to assess the
feasibility and desirability of using tagged data on a more widespread
and, possibly, mandated, basis. Provision of the XBRL-Related Documents
is voluntary. We have considered different or simpler requirements for
small entities. For tagged data to provide benefits such as ready
comparability, however, the data tagging system cannot have alternative
requirements. Similarly, in order to achieve the benefits of data
tagging, use of a single data tagging technology is necessary. If we
determine to require data tagging in the future, we will look to the
results of the voluntary program to find alternatives to minimize any
burden on small entities. We solicit comment on how the proposals could
be modified to minimize the effect on small entities.
G. Request for Comments
We encourage the submission of comments with respect to any aspect
of this IRFA. In particular, we request comment on the number of small
entities that would be impacted by the proposals; the existence or
nature of the potential impact of the proposals on small entities as
discussed in the analysis; how to quantify the impact of the proposal;
and how additional exemptions could be made for small entities while
remaining consistent with our goal to assess tagged data. We ask
commenters to describe the nature of any effect and provide empirical
data and other factual support for their views, if possible. These
comments will be considered in preparing the Final Regulatory
Flexibility Analysis, if the proposals are adopted, and will be placed
in the same public file as comments on the proposal.
X. Consideration of Impact on the Economy, Burden on Competition and
Promotion of Efficiency, Competition, and Capital Formation
For purposes of the Small Business Regulatory Enforcement Fairness
Act of 1996,\105\ a rule is considered ``major'' where, if adopted, it
results or is likely to result in:
---------------------------------------------------------------------------
\105\ 105 Pub. L. No. 104-121, Title II, 110 Stat. 857 (1996).
---------------------------------------------------------------------------
An annual effect on the economy of $100 million or more;
A major increase in costs or prices for consumers or
individual industries; or
Significant adverse effects on competition, investment or
innovation.
We request comment on the potential impact of the proposals on the
economy on an annual basis. Commenters are requested to provide
empirical data and other factual support for their views if possible.
Section 23(a)(2) of the Exchange Act106 requires us, when adopting
rules under the Exchange Act, to consider the impact that any new rule
would have on competition. In addition, Section 23(a)(2) prohibits us
from adopting any rule that would impose a burden on competition not
necessary or appropriate in furtherance of the purposes of the Exchange
Act. Furthermore, Section 2(b)107 of the Securities Act, Section
3(f)108 of the Exchange Act, and Section 2(c)109 of the Investment
Company Act require us, when engaging in rulemaking where we are
required to consider or determine whether an action is necessary or
appropriate in the public interest, to consider, in addition to the
protection of investors, whether the action will promote efficiency,
competition, and capital formation.
The proposals seek to implement a voluntary program and are
intended to help us evaluate the usefulness to registrants, investors
and the Commission of data tagging in general, and XBRL in particular.
We believe that the proposals would promote efficiency by allowing
investors, registrants and the Commission to gain experience with
tagged data in Commission filings. The data has the potential to
facilitate analysis of that information. Because the proposals are
designed to permit filers to provide information in a format that we
believe would be more useful to investors, we believe the proposals are
appropriate in the public interest and for the protection of investors.
We request comment on whether the proposals, if adopted, would
promote efficiency, competition and capital formation or have an impact
or burden on competition. Commenters are requested to provide empirical
data and other factual support for their views if possible.
XI. Statutory Basis and Text of Proposed Amendments
We propose the rule amendments outlined above under Sections 19(a)
and 28 of the Securities Act, Sections 3, 12, 13, 14, 15(d), 23(a), 35A
and 36 of the Exchange Act, Section 20(a) of the Public Utility Holding
Company Act, Section 319(a) of the Trust Indenture Act, Sections 8, 30
and 38 of the Investment Company Act and Section 3(a) of the Sarbanes-
Oxley Act.
List of Subjects in CFR Parts 228, 229, 232, 240, 249 and 270
Reporting and recordkeeping requirements, Securities.
For the reasons set out in the preamble, 17 CFR is proposed to be
amended as follows:
PART 228--INTEGRATED DISCLOSURE SYSTEM FOR SMALL BUSINESS ISSUERS
1. The authority citation for part 228 continues to read in part as
follows:
Authority: 15 U.S.C. 77e, 77f, 77g, 77h, 77j, 77k, 77s, 77z-2,
77z-3, 77aa(25), 77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 77jjj, 77nnn,
77sss, 78l, 78m, 78n, 78o, 78u-5, 78w, 78ll, 78mm, 80a-8, 80a-29,
80a-30, 80a-37, 80b-11, and 7201 et seq.; and 18 U.S.C. 1350.
* * * * *
2. Amend Sec. 228.601 by:
[[Page 59104]]
a. Revising the exhibit table; and
b. Adding paragraph (b)(100).
The revisions read as follows.
Sec. 228.601 (Item 601) Exhibits.
(a) * * *
EXHIBIT TABLE
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[[Page 59105]]
[GRAPHIC] [TIFF OMITTED] TP01OC04.072
(b) * * *
(100) XBRL-Related Documents. An electronic filer that participates
in the voluntary XBRL (eXtensible Business Reporting Language) program
may submit, in electronic format as an exhibit to either the filing to
which they relate or a Form 8-K (Sec. 249.308 of this chapter) that
references such filing, XBRL-Related Documents (Sec. 232.11 of this
chapter) that reflect the same information, prepared in accordance with
U.S. generally accepted accounting principles, as appears in one or
both of the complete set of financial statements or earnings
information (whether contained in the body of the related filing or in
an exhibit and whether filed or furnished) contained in the official
version of such filing in accordance with the EDGARLink Filer Manual.
An electronic filer may submit such exhibit with, or in an amendment
to, either the filing to which it relates or a Form 8-K that references
such filing if such Form 8-K is submitted no earlier than such filing
is filed.
PART 229--STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES
ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND
CONSERVATION ACT OF 1975--REGULATION S-K
3. The authority citation for Part 229 continues to read in part as
follows:
Authority: 15 U.S.C. 77e, 77f, 77g, 77h, 77j, 77k, 77s, 77z-2,
77z-3, 77aa(25), 77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 77iii, 77jjj,
77nnn, 77sss, 78c, 78i, 78j, 78l, 78m, 78n, 78o, 78u-5, 78w, 78ll,
78mm, 79e, 79j, 79n, 79t, 80a-8, 80a-9, 80a-20, 80a-29, 80a-30, 80a-
31(c), 80a-37, 80a-38(a), 80a-39, 80b-
[[Page 59106]]
11, and 7201 et seq.; and 18 U.S.C. 1350, unless otherwise noted.
* * * * *
4. Amend Sec. 229.601 by:
a. Revising the exhibit table; and
b. Adding paragraph (b)(100).
The revisions read as follows.
Sec. 229.601 (Item 601) Exhibits.
(a) * * *
Exhibit Table
Instructions to the Exhibit Table
* * * * *
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[[Page 59107]]
[GRAPHIC] [TIFF OMITTED] TP01OC04.074
[[Page 59108]]
[GRAPHIC] [TIFF OMITTED] TP01OC04.075
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(b) * * *
(100) XBRL-Related Documents. An electronic filer that participates
in the voluntary XBRL (eXtensible Business Reporting Language) program
may submit, in electronic format as an exhibit to either the filing to
which they relate or a Form 8-K (Sec. 249.308 of this chapter) that
references such filing, XBRL-Related Documents (Sec. 232.11 of this
chapter) that reflect the same information, prepared in accordance with
U.S. generally accepted accounting principles, as appears in one or
both of the complete set of financial statements or earnings
information (whether contained in the body of the related filing or in
an exhibit and whether filed or furnished) contained in the official
version of such filing in accordance with the EDGARLink Filer Manual.
An electronic filer may submit such exhibit with, or in an amendment
to, either the filing to which it relates or a Form 8-K that references
such filing if such Form 8-K is submitted no earlier than such filing
is filed.
PART 232--REGULATION S-T--GENERAL RULES AND REGULATIONS FOR
ELECTRONIC FILINGS
5. The authority citation for Part 232 continues to read in part as
follows:
Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s(a), 77sss(a),
78c(b), 78l, 78m, 78n, 78o(d), 78w(a), 78ll(d), 79t(a), 80a-8, 80a-
29, 80a-30 and 80a-37.
* * * * *
6. Amend Sec. 232.11 by adding the following definition in
alphabetical order.
Sec. 232.11 Definition of terms used in part 232.
* * * * *
XBRL-Related Documents. The term XBRL-Related Documents means
documents related to presenting financial information in eXtensible
Business Reporting Language that are part of a voluntary submission in
electronic format in accordance with Sec. 232.401.
7. Amend Sec. 232.305 by revising paragraph (b) to read as
follows:
Sec. 232.305 Number of characters per line; tabular and columnar
information.
(a) * * *
(b) Paragraph (a) of this section does not apply to HTML documents
or XBRL-Related Documents (Sec. 232.11).
8. Amend Part 232 by adding an undesignated center heading and text
to Sec. Sec. 232.401 and 232.402 to read as follows:
XBRL-Related Documents
Sec. 232.401 XBRL-Related Document submissions.
(a) An electronic filer that participates in the voluntary XBRL
(eXtensible Business Reporting Language) program may submit, in
electronic format as an exhibit to the filing to which they relate or,
if the electronic filer is eligible to file a Form 8-K (Sec. 249.308
of this chapter) or a Form 6-K (Sec. 249.306 of this chapter), a Form
8-K or a Form 6-K, as applicable, that references such filing, XBRL-
Related Documents (Sec. 232.11 of this chapter) that reflect the same
information, prepared in accordance with U.S. generally accepted
accounting principles, as appears in one or more of the portions
specified in paragraph (b) of this section of the official version of
such filing in accordance with the EDGARLink Filer Manual and, as
applicable, one of Item 601(b)(100) of Regulation S-K (Sec.
229.601(b)(100) of this chapter), Item 601(b)(100) of Regulation S-B
(Sec. 228.601(b)(100) of this chapter), Form 20-F (Sec. 249.220f of
this chapter), Form 6-K or Sec. 270.8b-33 of this chapter. An
electronic filer may submit such exhibit with, or in an amendment to,
either the filing to which it relates or, if the electronic filer is
eligible to file a Form 8-K or a Form 6-K, a Form 8-K or a Form 6-K, as
applicable, that references such filing if such Form 8-K or Form 6-K is
submitted no earlier than such filing is filed.
(b) XBRL-Related Documents must reflect the same information,
prepared in accordance with U.S. generally accepted accounting
principles, as appears in one or more of the following portions of the
official version of the related filing:
(1) The complete set of financial statements;
(2) Earnings information (whether contained in the body of the
related filing or in an exhibit and whether filed or furnished);
(3) Financial highlights or condensed financial information, as
applicable (if the related filing has been filed under the Investment
Company Act); or
(4) Schedule of investments (if the related filing has been filed
under the Investment Company Act).
Note to Sec. 232.401: Although XBRL-Related Documents are
required by this section to reflect the same information as appears
in the corresponding portion of the official version of the filing
to which they relate, investors and others should continue to rely
on the official version of the filing rather than the XBRL-Related
Documents.
Sec. 232.402 Liability for XBRL-Related Documents.
(a) Not deemed filed for liability purposes. XBRL-Related
Documents, regardless whether they are exhibits to a document
incorporated by reference into a filing:
(1) Are not deemed filed for purposes of section 18 of the Exchange
Act (15 U.S.C. 78r), section 16 of the Public Utility Act (15 U.S.C.
79p), section 323
[[Page 59109]]
of the Trust Indenture Act (15 U.S.C. 77www) or section 34(b) of the
Investment Company Act (15 U.S.C. 80-33(b));
(2) Are not deemed incorporated by reference;
(3) Are not otherwise subject to the liabilities of these sections;
(4) Are subject to all other liability and anti-fraud provisions of
these Acts; and
(5) Are deemed filed for purposes of Item 103 of Regulation S-T
(Sec. 232.103 of this chapter).
(b) Accurate reflection of underlying documents. An electronic
filer is not liable under the Securities Act, Exchange Act, Public
Utility Act, Trust Indenture Act or Investment Company Act for
information in its XBRL-Related Documents that reflects the same
information as appears in the corresponding portion of the official
version of the filing to which they relate to the extent that such
information was not materially false or misleading in such official
version of the filing. To the extent the information in an electronic
filer's XBRL-Related Documents does not reflect the same information as
appears in the corresponding portion of the official version of the
filing to which they relate, the information in the XBRL-Related
Documents will be deemed to reflect the same information for purposes
of this paragraph if the electronic filer makes a good faith and
reasonable attempt to reflect the same information and, as soon as
reasonably practicable after the electronic filer becomes aware that
the XBRL-Related Documents do not reflect the same information, the
electronic filer amends the XBRL-Related Documents and, as a result,
they reflect the same information.
PART 240--GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE ACT OF
1934
9. The authority citation for Part 240 continues to read in part as
follows:
Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77z-2, 77z-3,
77eee, 77ggg, 77nnn, 77sss, 77ttt, 78c, 78d, 78e, 78f, 78g, 78i,
78j, 78j-1, 78k, 78k-1, 78l, 78m, 78n, 78o, 78p, 78q, 78s, 78u-5,
78w, 78x, 78ll, 78mm, 79q, 79t, 80a-20, 80a-23, 80a-29, 80a-37, 80b-
3, 80b-4 80b-11, and 7201 et seq.; and 18 U.S.C. 1350, unless
otherwise noted.
* * * * *
10. Amend Sec. 240.13a-14 by adding paragraph (h) to read as
follows:
Sec. 240.13a-14 Certification of disclosure in annual and quarterly
reports.
* * * * *
(h) The certification requirements of this section do not apply to
XBRL-Related Documents, as defined in Sec. 232.11 of this chapter.
11. Amend Sec. 240.15d-14 by adding paragraph (h) to read as
follows:
Sec. 240.15d-14 Certification of disclosure in annual and quarterly
reports.
* * * * *
(h) The certification requirements of this section do not apply to
XBRL-Related Documents, as defined in Sec. 232.11 of this chapter.
PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934
12. The authority citation for Part 249 continues to read in part
as follows:
Authority: 15 U.S.C. 78a et seq. and 7201 et seq.; and 18 U.S.C.
1350, unless otherwise noted.
* * * * *
13. Amend Form 20-F (referenced in (Sec. 249.220f) by reserving
paragraphs 16 through 99 and adding paragraph 100 at the end of
``Instructions as to Exhibits'' to read as follows:
Note--The text of Form 20-F does not and this amendment will not
appear in the Code of Federal Regulations.
FORM 20-F
* * * * *
INSTRUCTIONS AS TO EXHIBITS
* * * * *
16 through 99 [Reserved]
100. XBRL-Related Documents. XBRL-Related Documents (Sec. 232.11
of this chapter).
* * * * *
14. Amend Form 6-K (referenced in (Sec. 249.306) by adding
paragraph (5) to General Instruction C to read as follows:
Note--The text of Form 6-K does not and this amendment will not
appear in the Code of Federal Regulations.
Form 6-K
* * * * *
GENERAL INSTRUCTIONS
* * * * *
C. * * *
(1) * * *
(5) XBRL-Related Documents. XBRL-Related Documents (Sec. 232.11 of
this chapter) can be submitted if listed as exhibit 100.
* * * * *
PART 270--GENERAL RULES AND REGULATIONS, INVESTMENT COMPANY ACT OF
1940
15. The authority citation for Part 270 continues to read in part
as follows:
Authority: 15 U.S.C. 80a-1 et seq., 80a-34(d), 80a-37, and 80a-
39, unless otherwise noted.
* * * * *
16. Revise Sec. 270.8b-1 to read as follows:
Sec. 270.8b-1 Scope of Sec. Sec. 270.8b-1 to 270.8b-33.
The rules contained in Sec. Sec. 270.8b-1 to 270.8b-33 shall
govern all registration statements pursuant to section 8 of the Act [15
U.S.C. 80a-8], including notifications of registration pursuant to
section 8(a), and all reports pursuant to section 30(a) or (b) of the
Act [15 U.S.C. 80a-29(a) or 80a-29(b)], including all amendments to
such statements and reports, except that any provision in a form
covering the same subject matter as any such rule shall be controlling.
Sec. 270.8b-2 [Amended]
17. Amend Sec. 270.8b-2 by revising the phrase ``Sec. Sec.
270.8b-1 through 270.8b-32'' to read ``Sec. Sec. 270.8b-1 through
270.8b-33'' in the introductory text of the section.
18. Add Sec. 270.8b-33 to read as follows:
Sec. 270.8b-33 XBRL-related documents.
An electronic filer that participates in the voluntary XBRL
(eXtensible Business Reporting Language) program may submit, in
electronic format as an exhibit to the filing to which they relate,
XBRL-Related Documents that reflect the same information, prepared in
accordance with U.S. generally accepted accounting principles, as
appears in the complete set of financial statements, the financial
highlights or condensed financial information, as applicable, or the
schedule of investments prepared in response to Items 1 and 6 of Form
N-CSR (Sec. 249.331 and Sec. 274.128 of this chapter) or Item 1 of
Form N-Q (Sec. 249.332 and Sec. 274.130 of this chapter), in
accordance with the EDGARLink Filer Manual. A registrant that submits
XBRL-Related Documents as an exhibit to a Form must name each XBRL-
Related Document ``EX-100'' as specified in the EDGARLink Filer Manual,
and submit the XBRL-Related Documents separately for each series of an
investment company registrant and each contract of an insurance company
separate account. A registrant may submit such exhibit with, or in an
amendment to, the filing to which it relates.
19. Amend Sec. 270.30a-2 by adding paragraph (d) to read as
follows:
Sec. 270.30a-2 Certification of Forms N-CSR and N-Q.
* * * * *
[[Page 59110]]
(d) The certification requirements of this section do not apply to
XBRL-Related Documents, as defined in Sec. 232.11 of this chapter.
By the Commission.
Dated: September 27, 2004.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 04-22034 Filed 9-30-04; 8:45 am]
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