On August 20th, the SEC staff released a group of Compliance and Disclosure Interpretations (CD&Is) concerning the interactive data rules, including new interpretations regarding inline XBRL. This article contains a summary of the CD&Is, organized by topic groups as well as a list of the new questions and answers that were released on August 20th.
Friday, August 23. 2019
A link to the full page of CD&Is is available below.
The interpretations pertain to how registrants subject to inline XBRL requirements should identify the Interactive Data Files in their exhibit index, if the cover page tagging requirements apply should a registrant supply Interactive Data files before their compliance data, and whether or not all Form 8-Ks are subject to the Inline XBRL requirements. Also covered are topics concerning if cover page interactive data files must be included as exhibits 104 in Form 8-K and how to deal with situations if the company name on the cover page (which must be tagged) differs from the company name in the company’s SEC-registered name. The CD&I also answers more questions related to if a registrant must continue to voluntarily submit Interactive Data Files if they have submitted them before their compliance date, the applicable phase-in dates for foreign private issuers concerning the inline XBRL requirements, and how the requirements apply for Form 20-F and Form 40-F filers. Answers and rule interpretations concerning topics like these can provide registrants with the information they need concerning the phase-in of the inline XBRL requirements and cover page tagging.
Question 101.01: How should registrants subject to Inline XBRL requirements identify the Interactive Data Files in the exhibit index of an applicable filing?
Question 101.02: If an issuer voluntarily submits Interactive Data Files in Inline XBRL format prior to its applicable phase-in date, must the issuer comply with the cover page data tagging requirements with those submissions?
Question 101.03: Registrants subject to Inline XBRL requirements are required to tag all of the information on the cover page of Form 10-K, Form 10-Q, Form 8-K, Form 20-F, and Form 40-F using Inline XBRL. Are all Forms 8-K subject to this requirement?
Question 101.04: Item 601(b)(104) of Regulation S-K requires a Cover Page Interactive Data File to be filed as an exhibit to the respective forms listed in the exhibit table. Are registrants subject to Inline XBRL requirements required to identify the Cover Page Interactive Data File as exhibit 104 under Item 9.01 of Form 8-K?
Question 101.05: Registrants subject to Inline XBRL requirements are required to tag all of the information on the cover page of Form 10-K, Form 10-Q, Form 8-K, Form 20-F, and Form 40-F using Inline XBRL, including the company name. How should registrants comply with the cover page tagging requirements where the company name, as it appears
on the cover page of the applicable form, differs from the company name, as conformed to EDGAR naming conventions in the company’s EDGAR file?
Question 101.06: If an issuer elects to voluntarily submit Interactive Data Files in Inline XBRL format prior to its applicable phase-in date, can the issuer cease such voluntary submissions prior to its applicable phase-in date?
Question 101.07: Form 10-Q filers are required to comply with Inline XBRL beginning with their first Form 10-Q for a fiscal period ending on or after the applicable compliance date, as opposed to the first filing for a fiscal period ending on or after that date. Where a registrant files a Form 8-K earlier on the same day as its first Form 10-Q for a fiscal period ending on or after the applicable compliance date, must the Form 8-K comply with Inline XBRL cover page tagging requirements?
Question 101.08: What is the applicable phase-in period for compliance with the Inline XBRL requirements for foreign private issuers?
Question 101.09: Form 10-Q filers are required to comply with Inline XBRL beginning with their first Form 10-Q for a fiscal period ending on or after the applicable compliance date. How does this provision apply to Form 20-F and 40-F filers?
The remaining CD&Is were made available previously by the SEC. Summaries of the questions in those topics are available below:
Exchange Act Sections
The SEC has issued interpretations concerning if and when interactive data submissions will be required of Exchange Act reports filed on a voluntary basis.
Exchange Act Rules
In this section, the CD&Is range from using Exchange Act Rule 12b-25 to extend compliance dates and whether or not Exchange Act controls and procedures fall under the interactive data requirements. Other topics are also discussed.
Exchange Act Forms
The CD&Is in this section concern the interactive data requirements for companies that are dual-listed, owned by partners who are not required to file as they do, and other such complicated situations. In addition, this section covers whether or not a company that is not yet required to file an interactive data form should check boxes on its cover page relating to its compliance. Other topics are also discussed.
Exchange Act Form 8-K
Here the CD&Is cover a host of topics, including if an interactive data file from another filing can be used to satisfy the requirement for Form 8-K and the correct approaches to take when errors are made in certain sections of the filings.
This section addresses requirements for initial public offerings, revised financial statements for Forms 8-K and 6-K, and how a filer can determine when its compliance date is. The CD&Is also explore policies for tagging accounting policies in footnotes, including monetary values, percentages, and numbers. Other topics are also discussed.
This sections covers topics such as submitting an amendment to include an interactive data file, whether or not the 30-day grace period applies if the filer has already voluntarily submitted an interactive data file, whether or not monetary figures or amounts must be tagged in the footnotes if they are expressed as text, and how the tagging requirements apply to time periods or years. There are also questions answered that concern how and where links to the interactive data file can be placed on company websites, as well as compliance timing.
Section 131, Rule 406T
The CD&I answers the question of whether the two-year modified liability period begins if a company voluntarily submits an interactive data file under Regulation S-T.
Filers can read the complete set of CD&Is here.