On August 20, 2019, the Division of Corporation Finance (the “Staff") of the Securities and Exchange Commission (“SEC") issued nine new Compliance and Disclosure Interpretations (“C&DIs") regarding Interactive Data (available here), addressing many of the technical compliance issues surrounding the Inline XBRL rules, particularly with respect to common questions related to the exhibit index and cover page tagging. The C&DIs also address compliance by early or voluntary filers and foreign private issuers. The Inline XBRL rules went into effect for calendar year-end large accelerated filers when filing their second quarter Form 10-Q.
Set forth below are key takeaways from the new Inline XBRL C&DIs related to the exhibit index and cover page tagging.
1. The Exhibit Index
Question 101.01 addresses how registrants subject to Inline XBRL requirements should identify any Interactive Data File, including Cover Page Interactive Data Files, in their Forms 10-K, 10-Q, and 8-K:
- For Interactive Data Files submitted under Rule 405 of Regulation S-T (generally, files that contain financial statements, footnotes, and financial statement schedules tagged in XBRL), the description in the exhibit index should: (1) identify the exhibit as Exhibit 101; and (2) include the word “Inline." For example, the Exhibit 101 exhibit index description in a Form 10-Q might read, “The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, formatted in Inline XBRL: (i) Consolidated Statements of Cash Flows, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Balance Sheets, and (v) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags."
- Subject to an exception for certain Form 8-K filings described below, for Cover Page Interactive Data Files submitted under Rule 406 of Regulation S-T, the description in the exhibit index should: (1) identify the exhibit as Exhibit 104; (2) include the word “Inline"; and (3) cross-reference the Interactive Data File submitted under Exhibit 101. For example, the Exhibit 104 exhibit index description in a Form 10-Q might read, “The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, formatted in Inline XBRL (included as Exhibit 101)."
Question 101.04 states that the Staff will not object if a Form 8-K filing with no exhibit other than the Cover Page Interactive Data File omits the exhibit index under Item 9.01 to the Form 8-K. In other words, companies need not include an exhibit index to a Form 8-K solely for the purpose of identifying the Cover Page Interactive Data File as an exhibit. This interpretation does not relieve companies from the obligation to include inline cover page data tagging on every Form 8-K if they are otherwise subject to the Inline XBRL rules, but only addresses the exhibit index requirements.
The C&DIs do not address how the description of Exhibit 104 (Cover Page Interactive Data File) included in a Form 8-K exhibit index should cross-reference “the Interactive Data Files submitted under [Exhibit 101]," in circumstances where Exhibit 104 is not the only exhibit (which means an exhibit index is required), but the Form 8-K exhibit index does not list Exhibit 101. In these circumstances, the Exhibit 101 files will only show up on the “Filing Detail" page (i.e., the index page that a user needs to click through to view the filing on EDGAR). One approach that could be applied consistently across filings is to add “included as Exhibit 101" to the description of Exhibit 104. This satisfies the Staff’s recommendation to include a cross-reference and explains to the reader why they will see Exhibit 101 files listed in the “Filing Detail" page, but will not see any Exhibit 104 files listed there.
2. Cover Page Tagging Issues
Question 101.03 confirms that once a registrant is subject to Inline XBRL requirements, all Form 8-K filings must comply with the cover page data tagging requirements, not just those Form 8-K filings that include financial statements for which XBRL data is otherwise required.
Question 101.05 addresses issues that arise when a company’s name differs on the cover page of a filing from its conformed name in EDGAR. The Staff states that it is permissible for the Inline XBRL tagged company name shown on the cover page to vary from the EDGAR conformed name in various ways and that most such variations will not prevent the filing from being accepted and disseminated. However, in rare instances where a variation may result in a notice of suspension, the registrant should contact EDGAR Filer Technical Support. The Staff also indicated that if a company name does not match its EDGAR conformed company name, the company may wish to consider updating its conformed company name in EDGAR. This process is supposed to take 1-2 business days, but we have heard of situations where it has taken 1-2 weeks. Volume I, Chapter 5.4 of the EDGAR Filer Manual includes instructions on how to edit company information.
Question 101.07 reiterates that the first filing required to comply with Inline XBRL, including cover page tagging, is the 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 made on or after that date. If a Form 8-K is filed on the same day as, but before, the first applicable Form 10-Q, then the Form 8-K does not need to comply with Inline XBRL cover page tagging requirements.
Special appreciation to Washington, D.C. associate David Korvin for his assistance with this post.