In March 2019, final rules amending Regulation S-K and related rules and forms were adopted. Included in these rules were requirements that registrants use Inline XBRL, a machine-readable computer code, to tag certain information on the cover page of Forms 10-K, 10-Q and 8-K and the inclusion of a new exhibit 104 to capture any information that is not embedded in a filing’s cover page. These requirements became applicable to large accelerated filers on June 15, 2019. The Securities and Exchange Commission’s (SEC) Division of Corporate Finance recently issued nine Compliance and Disclosure Interpretations (C&DIs)1 to provide clarity in the implementation of these rules. The key takeaways from each of the C&DIs issued on Inline XBRL follow.

Identifying Interactive Data Files in the Exhibit Index

Registrants subject to Inline XBRL requirements should identify any Interactive Data File as exhibit 101 in the exhibit index and any Cover Page Interactive Data File as exhibit 104 in the exhibit index. Additionally, when an Interactive Data File is submitted using Inline XBRL, the exhibit index must include the word “Inline” within the title description for any such exhibit.

Voluntary Submission

Issuers who voluntarily submit Interactive Data Files in Inline XBRL format prior to their applicable phase-in date are not subject to cover page data tagging requirements.

Form 8-K Requirements

All Forms 8-K, not only those that contain financial statements for which XBRL data is required, must tag all of the information on the cover page using Inline XBRL.

Identification as Exhibit 104

Required Cover Page Interactive Data Files should be identified as exhibit 104 in the exhibit index of an applicable filing. If, however, the exhibit index of a Form 8-K includes only a Cover Page Interactive Data File and no other exhibit as Exhibit 104, the SEC will not object if the registrant does not add an exhibit index to the Form 8-K solely for the purpose of identifying the Cover Page Interactive Data File as an exhibit under Item 9.01 of Form 8-K.

Company Name Requirements

If a company’s name as it appears on the cover page of a form is different from its conformed name in electronic data gathering, analysis and retrieval (EDGAR), 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. 

Voluntary Submission

If an issuer elects to voluntarily submit Interactive Data Files in Inline XBRL format prior to its applicable phase-in date, such issuer may cease such voluntary submissions until the issuer is required to submit Interactive Data Files in Inline XBRL format.

Filing Form 8-K on the Same Day as Form 10-Q

If 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, that Form 8-K need not comply with Inline XBRL cover page tagging requirements.

Foreign Private Issuer Compliance Timeline

Foreign private issuers will be required to comply with the Inline XBRL requirements based on their filer status and basis of accounting. For a foreign private issuer that prepares its financial statements in accordance with U.S. generally accepted accounting practices (GAAP), the phase-in of the Inline XBRL requirements is determined based on its filer status. Large accelerated filers, including foreign private issuers, that prepare their financial statements in accordance with U.S. GAAP will be required to comply with Inline XBRL for financial statements for fiscal periods ending on or after June 15, 2019. Accelerated filers, including foreign private issuers, that prepare their financial statements in accordance with U.S. GAAP will be required to comply with Inline XBRL for financial statements for fiscal periods ending on or after June 15, 2020. All other filers, including foreign private issuers that prepare their financial statements in accordance with international financial reporting standards, will be required to comply with Inline XBRL for financial statements for fiscal periods ending on or after June 15, 2021.

Form 20-F and 40-F Filers

Form 20-F and 40-F filers, which do not have quarterly report filing obligations, will be required to comply with Inline XBRL beginning with the first filing on a form for which Inline XBRL is required for a fiscal period ending on or after the applicable compliance date.

Footnotes

1 https://www.sec.gov/corpfin/interactive-data-cdi

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.