[Federal Register Volume 70, Number 25 (Tuesday, February 8, 2005)]
[Rules and Regulations]
[Pages 6556-6573]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 05-2391]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 228, 229, 232, 240, 249 and 270

[Release Nos. 33-8529, 34-51129, 35-27944, 39-2432, IC-26747; File 
Number S7-35-04]
RIN 3235-AJ32


XBRL Voluntary Financial Reporting Program on the EDGAR System

AGENCY: Securities and Exchange Commission.

ACTION: Final rule.

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SUMMARY: We are adopting 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 also will continue to file their financial 
information in HTML or ASCII format, as currently required. To 
participate in the program, volunteers need to submit their XBRL 
formatted information in accordance with the amendments. The voluntary 
program is intended to help us evaluate the usefulness of data tagging 
and XBRL to registrants, investors, the Commission and the marketplace.

EFFECTIVE DATE: March 16, 2005.

FOR FURTHER INFORMATION CONTACT: If you have questions about the 
amendments, please contact one of the following members of our staff: 
Brigitte Lippmann or Mark W. Green, Division of Corporation Finance 
(202-942-2910), Jeffrey W. Naumann, Office of the Chief Accountant 
(202-942-4400), or Toai P. Cheng (202-942-0590) or David S. Schwartz 
(202-942-0721), Division of Investment Management, Securities and 
Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549. If 
you have technical questions about the EDGAR system, please contact the 
EDGAR Filer Support Office (202-942-8900) or Richard Heroux, EDGAR 
Program Manager (202-942-8800), in the Office of Information 
Technology.
    We also invite public inquiries and comments regarding the 
voluntary program through the use of an Internet electronic mailbox at 
http://www.sec.gov/spotlight/xbrl.htm. Because electronic mail (e-mail) 
on the Internet is not secure, you should not send confidential or 
sensitive information.

SUPPLEMENTARY INFORMATION: We are adopting \1\ amendments that will add 
Rules 401 \2\ and 402 \3\ to Regulation S-T, revise Rules 11 \4\ and 
305 \5\ under Regulation S-T,\6\ Item 601 \7\ under

[[Page 6557]]

Regulation S-K,\8\ Item 601 \9\ under Regulation S-B,\10\ Rules 13a-14 
\11\ and 15d-14 \12\ under the Securities Exchange Act of 1934 
(``Exchange Act'') \13\ and Rules 8b-1,\14\ 8b-2 \15\ and 30a-2 \16\ 
under the Investment Company Act of 1940 (``Investment Company 
Act'').\17\ We also are adopting amendments that revise Forms 20-F \18\ 
and 6-K \19\ under the Exchange Act and add new Rule 8b-33 under the 
Investment Company Act.
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    \1\ The amendments were proposed in Release No. 33-8496 (Sept. 
27, 2004) [69 FR 59094] (``Proposing Release'').
    \2\ 17 CFR 232.401.
    \3\ 17 CFR 232.402.
    \4\ 17 CFR 232.11.
    \5\ 17 CFR 232.305.
    \6\ 17 CFR 232.10 et seq. We also are adopting an amendment to 
add a heading for Rules 401 and 402.
    \7\ 17 CFR 229.601.
    \8\ 17 CFR 229.10 et seq.
    \9\ 17 CFR 228.601.
    \10\ 17 CFR 228.10 et seq.
    \11\ 17 CFR 240.13a-14.
    \12\ 17 CFR 240.15d-14.
    \13\ 15 U.S.C. 78a et seq.
    \14\ 17 CFR 270.8b-1.
    \15\ 17 CFR 270.8b-2.
    \16\ 17 CFR 270.30a-2.
    \17\ 15 U.S.C. 80a-1 et seq.
    \18\ 17 CFR 249.220f.
    \19\ 17 CFR 249.306.
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Table of Contents

I. Background
II. The Amendments
    A. Form of XBRL Submissions
    B. Description of XBRL Data
    C. Timing of XBRL Submissions
    D. Official Filings Still Required
    E. Voluntary Program Content and Format
    F. XBRL Data Must Correlate to Standard XBRL Taxonomies
    G. Use of Tagged Data
    H. Liability Issues
III. Paperwork Reduction Act
IV. Cost-Benefit Analysis
    A. Benefits
    B. Costs
V. Final Regulatory Flexibility Analysis
    A. Reasons for, and Objectives of, the Amendments
    B. Significant Issues Raised by Public Comment
    C. Small Entities Subject to the Amendments
    D. Projected Reporting, Recordkeeping, and Other Compliance 
Requirements
    E. Agency Action To Minimize Effect on Small Entities
VI. Consideration of Impact on the Economy, Burden on Competition 
and Promotion of Efficiency, Competition, and Capital Formation
VII. Statutory Basis and Text of Amendments

I. Background

    On September 27, 2004, we proposed to adopt amendments to 
Regulation S-T to allow registrants to supplement their Commission 
filings by furnishing financial data on the Commission's Electronic 
Data Gathering, Analysis and Retrieval System (``EDGAR'') as an exhibit 
using eXtensible Business Reporting Language (``XBRL''),\20\ beginning 
with the 2004 calendar year-end reporting season.
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    \20\ XBRL is an open standard that provides a format for tagging 
financial information and 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 constituents 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. The Commission is not 
a member of the consortium. XBRL International and its related 
entities have been developing standard taxonomies that they state 
classify and define financial information in accordance with U.S. 
Generally Accepted Accounting Principles (``GAAP'') and our 
regulations. 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. See http://www.xbrl.org. and Release No. 33-8497 (Sept. 27, 2004) [69 FR 59111] 
(``Concept Release'') for a further description of XBRL.
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    All registrants who file with the Commission are generally required 
to file electronically on EDGAR.\21\ The EDGAR database, accessible on 
our Web site at http://www.sec.gov, provides ready access to a broad 
range of registrant information. Electronic submissions are governed by 
Regulation S-T, in conjunction with the EDGAR Filer Manual \22\ and the 
electronic filing provisions of applicable rules, regulations, and 
forms. Since we first adopted rules to implement the operational phase 
of EDGAR, we have continually sought to make EDGAR more useful to the 
investing public. 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 potential 
efficiencies in preparing their filings, and 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.\23\
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    \21\ Rules 100 and 101 of Regulation S-T (17 CFR 232.100 and 
232.101).
    \22\ 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 49803].
    \23\ See http://www.xbrl.org.
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    The amendments that we adopt today will permit volunteers to submit 
on EDGAR supplemental exhibits using XBRL for the purpose of allowing 
registrants, the Commission and others to test and evaluate tagging 
technology. The voluntary program will permit any registrant to 
participate merely by submitting an XBRL exhibit in the required 
manner. The XBRL exhibits will be publicly available but will be 
considered furnished rather than filed. Although XBRL exhibits will be 
required to accurately reflect the information that appears in the 
corresponding part of the official filing, the purpose of submitting 
XBRL data is to test the related format and technology and, as a 
result, investors and others should continue to rely only on the 
official version of a filing and not rely on the XBRL data in making 
investment decisions. We will include cautionary language to this 
effect on the Commission's Web site.
    We received 28 comment letters relating to the Proposing Release 
from various constituencies, including issuers, accounting firms, 
financial analysts, filing agents and associations representing the 
interests of such constituencies.\24\ Commenters expressed general 
overall support for the Commission's approach to implementing the 
voluntary program and investigating tagged data. Commenters also 
supported our approach of not limiting the program by size or specific 
industry.\25\ The final rules include a number of changes from the 
proposed rules to address the comment letters, including commenters' 
recommendations to encourage participation in the program and provide 
volunteers with greater flexibility. For example, we have addressed 
commenters' requests to allow volunteers the option of whether to 
submit the notes to the financial statements in XBRL in the voluntary 
program.\26\ There were many additional

[[Page 6558]]

comments addressing the development of the voluntary program and the 
XBRL technology, including taxonomy development, auditor attestation 
and audit opinions. We discuss specific comments where applicable in 
this release; otherwise we may consider these comments in the future 
based on our experience with the voluntary program.
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    \24\ See letters from American Accounting Association (``AAA''); 
American Institute of Certified Public Accountants (``AICPA''); 
Arbortext XML Solutions; Blastradius; Business Wire (``Bus Wire''); 
Capricorn Research; The Consortium of EDGAR Filing Agents and 
Software Developers (``CEFASD''); Steve Cushing; Deloitte & Touche 
LLP (``D&T''); EDGAR Online, Inc.; Ernst & Young LLP (``E&Y''); 
Federal Deposit Insurance Corporation; Federal Financial 
Institutions Examination Council; Financial Executives International 
(``FEI''); C.R. Fonseca; Grant Thornton LLP (``Grant Thornton''); 
Institute of Management Accountants (``IMA''); Investment Company 
Institute (``ICI''); KPMG LLP (``KPMG''); Eric Paul Linder 
(``Linder''); Microsoft Corporation (``MSFT''); James L. Nesfield; 
New York Society of Security Analysts (``NYSSA''); New York State 
Bar Association (``NYSBA''); PricewaterhouseCoopers LLP (``PWC''); 
PR Newswire Association LLC; Barry J. Reischling; and Spredgar 
Software (``Spredgar''). The public comments we received and a 
summary of the comments prepared by our staff are available for 
inspection in our Public Reference Room at 450 Fifth Street, NW., 
Washington, DC 20549, in File No. S7-35-04, or may be viewed at 
http://www.sec.gov/rules/proposed/s73504.shtml.
    \25\ See, for example, the letters from AAA, AICPA, CEFASD, E&Y, 
FEI, IMA and PWC.
    \26\ See, for example, the letters from AAA, AICPA, D&T, IMA, 
KPMG and MSFT.
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    We emphasize that we are in the preliminary phases of testing XBRL 
and we may amend the voluntary program as the technology becomes more 
mature and based on our experience with the program.

II. The Amendments

    In conjunction with establishing the voluntary filing program, we 
are adding new Rule 401 to Regulation S-T that will allow filers, on a 
voluntary basis, to furnish supplemental financial information using 
XBRL. The revision to Rule 11 of Regulation S-T, adopted as proposed, 
makes ``XBRL-Related Documents'' a defined term that means documents 
related to presenting financial information in XBRL format that are 
part of a voluntary submission in electronic format in accordance with 
new Rule 401. New Rule 401 generally provides that a registrant 
participating in the voluntary program (a ``volunteer'') may submit 
XBRL-Related Documents in electronic format if they meet all the 
conditions of the rule. Appendix L to the EDGARLink Filer Manual will 
provide instructions and guidance on the preparation, submission, and 
validation of EDGAR-acceptable electronic filings with attached XBRL-
Related Documents.\27\ The EDGAR system upgrade to Release 8.10 is 
scheduled to become available on February 7, 2005 to, among other 
things, enable EDGAR to process XBRL-Related Documents when the 
voluntary program becomes effective on March 16, 2005.\28\
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    \27\ Rule 301 of Regulation S-T, the regulation that governs the 
preparation and transmission of electronic filings on the 
Commission's EDGAR system, requires electronic filings to be 
prepared in accordance with the provisions of the EDGAR Filer 
Manual. The Filer Manual contains the technical formatting 
requirements for electronic submissions. Filers must comply with 
those requirements to ensure the timely receipt and acceptance of 
documents submitted to the Commission in an electronic format. See 
the companion EDGAR Filer Manual adopting release (Release No. 33-
8528 (Feb. 3, 2005)) updating the EDGAR Filer Manual to reflect 
EDGAR Release 8.10.
    \28\ These submissions will be required to be made in accordance 
with the EDGAR Filer Manual and the exhibit provisions of Item 
601(b) (100) of Regulation S-K or S-B, revised Form 20-F, revised 
Form 6-K or Rule 8b-33 under the Investment Company Act, as 
applicable. As proposed, the items and rule will list the Exchange 
Act and Investment Company Act filings, in addition to Forms 20-F 
and 6-K, with which volunteers can submit XBRL-Related Documents. We 
are adopting as proposed revisions to Rules 8b-1 and 8b-2 under the 
Investment Company Act to reflect the addition of Rule 8b-33. 
Finally, we are adopting as proposed the revision to Rule 305(b) of 
Regulation S-T to exempt the submissions from the formatting 
requirements of Rule 305(a) because the formatting requirements are 
unnecessary in this context.
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A. Form of XBRL Submissions

    The amendments require that volunteers furnish XBRL-Related 
Documents as an exhibit to either the Exchange Act or Investment 
Company Act filing from which they were derived, or as an exhibit to a 
filing on Form 8-K \29\ or Form 6-K,\30\ as applicable, that 
references, and is submitted no earlier than, the related filing.\31\ 
The Forms 8-K and 6-K alternative does not apply to volunteers that are 
registered management investment companies because they are generally 
not eligible to file those forms.\32\ XBRL-Related Documents will be 
identifiable as Exhibit 100 to the corresponding filing.
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    \29\ 17 CFR 249.308. Commenters supported allowing volunteers to 
furnish XBRL data in a Form 8-K. See, for example, the letters from 
CEFASD and KPMG.
    \30\ As proposed, we are revising Form 6-K to permit submission 
of XBRL-Related Documents as Exhibit 100.
    \31\ As noted in the Proposing Release, in addition to domestic 
issuers, the voluntary program is available to foreign private 
issuers that otherwise file their primary financial statements in 
accordance with U.S. GAAP.
    \32\ See Rules 13a-11(b) and 15d-11(b) under the Exchange Act. 
[17 CFR 240.13a-11(b) and 240.15d-11(b)].
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B. Description of XBRL Data

    Rule 401, as adopted, contains three requirements for disclosure 
that must appear in the filing with which the XBRL-Related Documents 
are submitted. These requirements were not included in the rule as 
proposed. First, Rule 401 requires volunteers to describe 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) either as ``unaudited'' or, for quarterly financial statements, 
``unreviewed.'' Second, Rule 401 requires volunteers to provide 
cautionary language advising investors that the purpose of furnishing 
XBRL data is to test the format and the technology and, as a result, 
investors should not rely on the XBRL data in making investment 
decisions. This additional disclosure will complement the similar 
cautionary statements we plan to add to our Web site as described in 
the Proposing Release. Finally, Rule 401 provides that, if a reason to 
file a Form 8-K or Form 6-K or an amendment to a Form 8-K or Form 6-K 
is to submit as an exhibit XBRL-Related Documents that present 
information related to financial information filed as part of a 
different filing (e.g., a Form 8-K that references a previously filed 
Form 10-Q \33\), volunteers must reference the official filing from 
which the data in the XBRL-Related Documents was derived.\34\ These 
disclosures should be provided, as applicable, in:
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    \33\ 17 CFR 249.308a.
    \34\ The disclosure requirement also addresses the concern of 
one commenter (CEFASD) about a Form 8-K whose sole purpose is to 
accompany an XBRL Exhibit 100. The commenter noted that in such 
circumstances, if the exhibit were removed, the surviving, 
disseminated cover page would contain no useful information. The 
commenter recommended that in such circumstances, the Commission 
should suspend the entire filing. Although it would not be feasible 
to suspend the entire filing, the required disclosures would clearly 
identify the purpose of the filing. In this regard, we note that 
even without the purpose disclosure requirement, a form with an 
exhibit list would refer to Exhibit 100 and that would identify the 
intent to submit XBRL data.
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     The exhibit index of the Forms 10-K,\35\ 10-Q, 10,\36\ 10-
SB,\37\ 10-KSB,\38\ 10-QSB \39\ or 20-F,
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    \35\ 17 CFR 249.310.
    \36\ 17 CFR 249.210.
    \37\ 17 CFR 249.210b.
    \38\ 17 CFR 249.310b.
    \39\ 17 CFR 249.308b.
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     Item 2.02 or 8.01 of Form 8-K, or
     The body of the Forms 6-K, N-CSR \40\ or N-Q.\41\
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    \40\ 17 CFR 249.331 and 274.128.
    \41\ 17 CFR 249.332 and 274.130.
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    We received several comments and recommendations regarding 
disclosure about furnishing XBRL data.\42\ One commenter agreed that it 
is reasonable to require registrants to describe the official filings 
to which the XBRL exhibits correspond because investors may not be 
aware that Exhibit 100 reflects XBRL data.\43\ Another commenter \44\ 
recommended that volunteers submit a letter describing management's 
basic decisions involving the use of taxonomies and policies about 
creating instance documents, including the correlation to printed 
financial statements and other relevant resources, the selection of 
taxonomies, additions and adjustments to the base taxonomy or 
taxonomies, and the level of tagging detail.\45\ Another commenter

[[Page 6559]]

believed that volunteers should be encouraged to disclose:
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    \42\ See the letters from AICPA, E&Y and PWC.
    \43\ See the letter from AICPA.
    \44\ See the letter from PWC.
    \45\ As noted in Section I of this release, an XBRL taxonomy is 
intended to be a standard description and classification system for 
business reporting and financial data. An instance document, which 
is a machine readable form, pairs a tag from the taxonomy with the 
related piece of financial information. For additional detail 
regarding instance documents, see Section II.C.1 of the Proposing 
Release.
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     That the financial information in the XBRL-Related 
Documents is appropriately tagged,
     The source of the tagged information (e.g., the financial 
statements, MD&A),
     The extent of tagging used, including whether there have 
been any changes in the extent of tagging or the use of extensions as 
compared to XBRL-Related Documents furnished for previous fiscal 
periods, and
     Whether any extensions meet the XBRL International 
technical specification.\46\

    \46\ See the letter from E&Y.

To facilitate participation, we have decided not to require such 
disclosure for the voluntary program; however, we encourage volunteers 
to provide the additional disclosure recommended by the commenters.

C. Timing of XBRL Submissions

    The XBRL-Related Documents may be submitted at the same time as the 
official EDGAR filing to which they relate, either as an exhibit to the 
official filing or, for operating companies, as an exhibit to a Form 8-
K or Form 6-K \47\ filed simultaneously. Alternatively, the XBRL-
Related Documents may be filed subsequent to the official EDGAR filing 
to which they relate, either in a later amendment to the official 
filing or, for operating companies, as an exhibit on Form 8-K or Form 
6-K. Volunteers will not be permitted to submit the XBRL-Related 
Documents before they file the related official document. Although the 
amendments do not establish a deadline for submitting or amending XBRL 
data, volunteers are encouraged to submit the XBRL-Related Documents 
with the official document or shortly after the official document is 
filed. Volunteers will be free to submit their XBRL exhibits regularly 
or from time to time and can stop or start as they choose. If a 
volunteer amends the XBRL-Related Documents it submitted earlier, it 
should amend the filing to which the XBRL-Related Documents are 
attached as an exhibit.\48\
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    \47\ As further discussed below, XBRL-Related Documents will not 
be deemed filed or incorporated by reference regardless of whether 
they are exhibits to a document incorporated by reference into 
another filing (e.g., an XBRL exhibit to a Form 10-K filing will not 
be incorporated into a Form S-3 [17 CFR 239.13] registration 
statement even though other portions of the Form 10-K are so 
incorporated).
    \48\ For example, if the volunteer submitted XBRL data with a 
Form 8-K, it should amend the Form 8-K. A volunteer must amend XBRL-
Related Documents it submitted earlier if they did not comply with 
the content and format requirements of new Rule 401.
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    Many commenters asserted that allowing volunteers to submit their 
XBRL-tagged financial statements after they file the related official 
filing will be important to securing volunteers.\49\ Commenters 
recommended that a reasonable period of time be allowed for submitting 
XBRL-Related Documents and suggested periods typically ranging from 30 
days up to 90 days.\50\ One commenter recommended that no deadline be 
required.\51\ Other commenters approved of a delay, but did not specify 
a time period.\52\
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    \49\ See, for example, the letters from AAA, AICPA, Blastradius, 
CEFASD, E&Y, IMA, KPMG, MSFT and PWC.
    \50\ See, for example, the letters from AAA, Blastradius and 
IMA.
    \51\ See the letter from MSFT.
    \52\ See, for example, the letter from D&T.
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    As proposed, we have not implemented a submission deadline for 
furnishing XBRL data. One of the reasons for this decision is that 
volunteers may wish to furnish XBRL-Related Documents that relate to 
historical financial information from their previous Commission 
filings. While it would be preferable for registrants to submit all 
XBRL-Related Documents promptly, data elements in the submission would 
include date information and the voluntary program includes safeguards 
against reliance on the data. In addition, we recognize that 
registrants may be discouraged from participating in the voluntary 
program if we impose deadlines, especially during the early stages of 
the program when volunteers are testing the technology.
    Some commenters recommended that rather than amend submissions, the 
volunteers be allowed to ``withdraw'' them from EDGAR.\53\ However, 
submissions to EDGAR cannot, as a practical matter, be withdrawn after 
public dissemination.
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    \53\ See the letters from AICPA, E&Y and NYSBA.
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D. Official Filings Still Required

    The XBRL-Related Documents submitted in the voluntary program will 
be supplemental submissions and will not replace the required HTML or 
ASCII version of the financial information they contain. Volunteers 
will be required to continue to file their official EDGAR filings.

E. Voluntary Program Content and Format

    XBRL-Related Documents must contain only voluntary program content 
(``Voluntary Program Content'') that appears in voluntary program 
format (``Voluntary Program Format'') as further described below.
    Voluntary Program Content must consist of mandatory content 
(``Mandatory Content'') and may be accompanied by optional content 
(``Optional Content'').
    Mandatory Content consists of a complete set of information for all 
periods presented in the corresponding official EDGAR filing from one 
or more of the following categories (as filed in the corresponding 
official EDGAR filing): \54\
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    \54\ Although volunteers may furnish data as Mandatory Content 
from certain specific categories of financial information in the 
corresponding official EDGAR filing in XBRL format (e.g., financial 
statements only, omitting notes), the financial information in the 
specific category provided in XBRL format must be complete (e.g., if 
the financial statements are provided, income statement, balance 
sheet, cash flows and equity statements must all be submitted).
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     The complete set of financial statements (the only 
exceptions are that notes to the financial statements and schedules 
related to the financial statements may be omitted \55\ unless the 
volunteer is a registered management investment company, in which case 
it must include Schedule I--Investments in Securities of Unaffiliated 
Issuers); \56\
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    \55\ In the Proposing Release at note 47, we stated that 
financial statements other than those for investment company 
volunteers should not include the related schedules when submitted 
as XBRL-Related Documents in the voluntary program. In order to 
provide additional testing opportunities, however, we are permitting 
operating companies to provide these schedules in the voluntary 
program. We further discuss below related schedules of investment 
companies.
    \56\ Rule 12-12 of Regulation S-X [17 CFR 210.12-12].
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     Earnings information set forth in Form 6-K or Items 2.02 
or 8.01 of Form 8-K (whether contained in the body of the Form 8-K or 
Form 6-K or in an exhibit, and whether filed or furnished); or
     Financial highlights or condensed financial information 
\57\ (if the volunteer is a registered management investment company).
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    \57\ Item 8(a) of Form N-1A, Item 4.1 of Form N-2 and Item 4(a) 
of Form N-3 [17 CFR 274.11A, 274.11a-1 and 274.11b]. Forms N-1A, N-2 
and N-3 also are authorized under the Securities Act of 1933 
(``Securities Act'') [15 U.S.C 77a et seq.] under 17 CFR 239.15A, 
239.14 and 239.17a.
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    Optional Content can consist only of a complete set of information 
that is:
     For all periods presented in the corresponding official 
EDGAR filing;
     Related to financial information in the corresponding 
official EDGAR filing that is simultaneously submitted as Mandatory 
Content; and
     From one or more of the following categories (as filed in 
the corresponding official EDGAR filing): \58\
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    \58\ Although volunteers may furnish data as Optional Content 
from certain specific categories of information in the corresponding 
official EDGAR filing in XBRL format (e.g., MD&A), the information 
in the specific category provided in XBRL format must be complete 
(e.g., if MD&A is provided, all the MD&A in the corresponding 
official EDGAR filing must be submitted).

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[[Page 6560]]

     Audit opinions; \59\
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    \59\ Rule 2-02 of Regulation S-X [17 CFR 210.2-02].
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     Interim review reports; \60\
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    \60\ Rule 10-01(d) of Regulation S-X [17 CFR 210.10-01(d)].
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     Reports of management on the financial statements;
     Certifications; or
     Management's Discussion and Analysis of Financial 
Condition and Results of Operations (``MD&A''),\61\ Management's 
Discussion and Analysis or Plan of Operation,\62\ Operating and 
Financial Review and Prospects \63\ or Management's Discussion of Fund 
Performance (``MDFP'').\64\
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    \61\ Item 303 of Regulation S-K [17 CFR 229.303].
    \62\ Item 303 of Regulation S-B [17 CFR 228.303].
    \63\ Item 5 of Form 20-F.
    \64\ Item 22(b)(7) of Form N-1A.
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    Voluntary Program Content is in Voluntary Program Format if:
     Each data element (i.e., all text and all line item names 
and associated values, dates and other labels) contained in the XBRL-
Related Documents reflects the same information in the corresponding 
official EDGAR filing (i.e., the HTML or ASCII version);
     No data element in the corresponding official EDGAR filing 
is changed, deleted or summarized in the XBRL-Related Documents;
     The XBRL-Related Documents correlate to the appropriate 
version of a standard taxonomy, supplemented with extension taxonomies 
as specified in the EDGAR Filer Manual;
     Each data element contained in the XBRL-Related Documents 
is matched with the appropriate tag in accordance with any applicable 
taxonomy; and
     The XBRL-Related Documents contain any additional mark-up 
related content (e.g., the XBRL tags themselves, identification of the 
core XML documents used and other technology related content) not found 
in the corresponding official EDGAR filing that are necessary to comply 
with the EDGAR Filer Manual requirements.
    We had proposed to require volunteers to furnish in XBRL format a 
complete set of financial statements, including notes to the financial 
statements. This approach would have provided a comprehensive test of 
the capacity of the XBRL format for financial information to replicate 
the HTML and ASCII versions. The proposal also asked for comment on 
whether volunteers should be permitted to omit the notes to the 
financial statements. Many commenters disagreed with the proposal to 
require a complete set of the notes to the financial statements in XBRL 
format.\65\ Several commenters expressed the view that the taxonomy 
development of the notes to the financial statements is not detailed 
enough in the standard taxonomies to facilitate easy tagging.\66\ As a 
result, commenters generally believed that volunteers would need to 
create substantial extensions, which would be burdensome and could 
discourage registrants from participating in the program.\67\ Several 
commenters recommended allowing volunteers to submit financial 
statements in XBRL format that omit the notes to the financial 
statements.\68\ Other commenters indicated that the notes to the 
financial statements should be included in XBRL format, noting, 
however, that the Commission could limit the notes required to be 
tagged or allow the use of a single tag for all notes.\69\ Some 
commenters recommended that volunteers be afforded flexibility in 
determining the level of detail to which the notes to the financial 
statements are tagged.\70\
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    \65\ See the letters from AAA, AICPA, D&T, IMA, KPMG and MSFT.
    \66\ See, for example, the letters from AICPA, D&T, KPMG and 
PWC.
    \67\ See, for example, the letters from D&T and KPMG.
    \68\ See, for example, the letters from AICPA, D&T, KPMG and 
MSFT.
    \69\ See, for example, the letters from CESFASD (allow a single 
tag for all notes) and PWC (limit the notes required to be tagged).
    \70\ See, for example, the letters from AICPA, D&T, E&Y and 
KPMG.
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    Although we consider the notes to the financial statements to be an 
integral part of the financial statements for filing purposes, we have 
determined not to mandate them for purposes of the voluntary program. 
Recognizing the technical issues presented by tagging the notes to the 
financial statements, and in light of the other safeguards in the 
rules, we are providing volunteers with additional flexibility to 
determine whether or not to include the notes to the financial 
statements. If volunteers do choose to tag the notes to the financial 
statements in their XBRL-Related Documents, they must tag all the notes 
so that they meet the requirements of Voluntary Program Content. 
Representing the entire set of notes to the financial statements with a 
single tag does not appear to be useful to users because of the 
difficulty of consuming such a large volume of data in that format. 
Consequently, we encourage volunteers that choose to tag the notes to 
the financial statements to tag at a level that provides practical data 
to users and furthers the goal of testing the capabilities of the XBRL 
technology.
    As proposed, investment company volunteers would have been required 
to submit the schedules related to the financial statements when 
submitting the financial statements in XBRL format. One commenter 
voiced the concern that, because the XBRL taxonomy for investment 
companies may not be sufficiently developed to support tagging of these 
schedules, requiring inclusion of the related schedules would force 
investment company volunteers to create a substantial set of taxonomy 
extensions, which would discourage participation in the program.\71\ We 
generally agree and have modified the rules to limit the related 
schedules that registered management investment company volunteers must 
submit in XBRL format with the financial statements to Schedule I--
Investments in Securities of Unaffiliated Issuers.\72\ We believe that 
this schedule must be provided in XBRL format because the information 
is critical to an understanding of investment company financial 
statements and to testing the XBRL program with regard to investment 
company filings.
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    \71\ See the letter from ICI.
    \72\ Registered management investment company volunteers may, 
but are not required to, submit other related schedules in XBRL 
format with financial statements in XBRL format including the 
following: Schedule II--Investments--other than securities [17 CFR 
210.12-13]; Schedule III--Investments in and advances to affiliates 
[17 CFR 210.12-14]; Schedule IV--Investments--securities sold short 
[17 CFR 210.12-12A]; Schedule V--Open option contracts written [17 
CFR 210.12-12B]; and Schedule VI--Summary schedule of investments in 
securities of unaffiliated issuers [17 CFR 210.12-12C].
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    Some commenters requested clarification of the requirement to 
provide XBRL data containing the ``same information'' as in the 
official filing to which it relates.\73\ In response to these comments, 
as discussed above, we have revised proposed Rule 401 to provide more 
detailed specification of the various respects in which the information 
in the XBRL-Related Documents must be the ``same'' as that in the 
official filing to which it relates. We have explained that no 
information in the corresponding official filing may be deleted, 
changed or summarized in the XBRL format. For example, if the revenue 
line item in the related official filing's income statement is broken 
down into different segments, the XBRL data must also contain the 
revenue line items for each segment; the volunteer cannot only include 
the total revenue line item. If a volunteer submits MD&A or MDFP in 
XBRL format, all text in

[[Page 6561]]

addition to the tables and schedules must be tagged. We did not take 
the approach suggested by some commenters to require that the XBRL data 
be ``consistent with'' \74\ or ``materially the same'' \75\ as the 
official filing because we believe that this could cause uncertainty, 
reduce the disclosure provided in an XBRL format, and impair our 
pursuit of the objectives of the voluntary program.
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    \73\ See, for example, the letters from AICPA, D&T, NYSBA and 
PWC.
    \74\ See the letters from D&T and PWC.
    \75\ See the letter from NYSBA.
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    One commenter recommended that the voluntary program exclude XBRL 
tagging of earnings releases, selected financial data and schedules of 
ratio of earnings to fixed charges because there are no clear standards 
regarding the content and presentation of such information.\76\ This 
commenter also was concerned that some volunteers may interpret the 
proposed rule to allow XBRL-Related Documents to contain partial 
financial presentations so long as the elements of such a presentation 
are ``the same information'' as presented in (i.e., consistent with) 
the complete set of annual or interim financial statements or in MD&A. 
As noted above, we have clarified that partial financial presentations 
are not permissible content for XBRL submissions. Also, in view of the 
goals of the voluntary program to test and evaluate data tagging, we 
would like to test a wide variety of XBRL data. Therefore, volunteers 
will be able to present, among other information, earnings information, 
MD&A, MDFP, financial highlights, management or accounting reports and 
certifications \77\ in XBRL format.
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    \76\ See the letter from E&Y.
    \77\ Commenters generally supported not requiring 
certifications. See, for example, the letters from AAA, AICPA, 
CEFASD, D&T, E&Y, FEI, IMA, KPMG, MSFT, NYSBA, and PWC. Several 
commenters further suggested that volunteers should be allowed to 
submit certifications. See, for example, the letters from AICPA, 
D&T, IMA and PWC.
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F. XBRL Data Must Correlate to Standard XBRL Taxonomies

    The voluntary program requires all volunteers to use the 
appropriate version of a standard taxonomy, supplemented with extension 
taxonomies as specified by the EDGAR Filer Manual. The XBRL Consortium 
has publicly announced that it will finalize the following standard 
taxonomies, which have all completed at least one review and comment 
period, by the end of the first quarter of 2005: \78\
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    \78\ The XBRL Consortium has publicly announced that it will 
finalize the Commercial and Industrial, Banking and Savings 
Institutions and Insurance standard taxonomies by February 28, 2005. 
It also has publicly announced that it will finalize the Investment 
Company taxonomy by March 31, 2005. See http://www.xbrl.org.
---------------------------------------------------------------------------

     Commercial and Industrial; \79\
---------------------------------------------------------------------------

    \79\ 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.\80\

    \80\ The investment companies taxonomy was released for public 
comment on December 21, 2004 with a request for comments to be 
submitted by January 20, 2005.
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We have chosen March 16, 2005 as the effective date for the program, 
since this is the date by which accelerated filers with December 31 
fiscal year ends are required to file their Form 10-Ks. We will provide 
notice on our Web site of the taxonomies supported for the voluntary 
program and expect that additional standard taxonomies will be 
permitted on the EDGAR system as they are finalized.\81\ The final 
standard taxonomies will be incorporated into the EDGAR system and 
volunteers may not attach the standard taxonomies to filings made on 
EDGAR.
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    \81\ Commenters noted that they were unaware of any other 
standard taxonomies that are sufficiently developed to support 
Commission submissions. Some commenters noted that the Commission 
may wish to consider allowing volunteers to use International 
Financial Reporting Standards, formerly known as International 
Accounting Standards, taxonomies as a means of encouraging non-U.S. 
issuers to participate. See the letters from AAA, CEFASD, FEI, IMA, 
MSFT and PWC. We are continuing to consider this suggestion.
---------------------------------------------------------------------------

    Commenters generally believed that the draft U.S. GAAP taxonomies 
are sufficiently developed for use in the voluntary program, but 
acknowledged that most volunteers will need to create extensions to 
meet their reporting requirements.\82\ Some commenters believed there 
are sufficient software tools available in the market to create such 
extensions, but noted that the software requires further development 
for satisfactory end-user implementation.\83\ One commenter, while 
strongly supporting the voluntary program, recommended that the XBRL 
specification for the standard taxonomies be changed to eliminate the 
required use of what the commenter described as its complex proprietary 
structure.\84\ This commenter believed that the full XBRL specification 
will not be useful to financial analysts because the customized 
extensions must be analyzed to determine comparability among companies. 
We expect that the voluntary program will enable us to better analyze 
the adequacy of the standard taxonomies and whether it would be 
desirable to develop our own taxonomy for some or all regulatory 
reporting requirements.\85\
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    \82\ See, for example, the letters from AAA, AICPA, FEI, IMA, 
KPMG, MSFT and PWC.
    \83\ See, for example, the letters from AAA, AICPA, IMA, MSFT 
and PWC.
    \84\ See the letter from Linder.
    \85\ The letter from AAA noted that the Commission should 
develop a small taxonomy that covers the key reporting elements.
---------------------------------------------------------------------------

G. Use of Tagged Data

    As discussed in the Proposing Release, we had considered developing 
an application, such as a standard style sheet, so that users would be 
able to view XBRL data in a human readable format on our Web site. This 
application would have converted XBRL files into a document that would 
have the appearance of traditional financial information, such as a 
balance sheet or income statement.
    Commenters generally did not support a standard style sheet.\86\ 
Some commenters believed that a standard style sheet was not feasible 
because it would not be able to render extensions.\87\ A style sheet 
that could not render extensions would not display all the information 
tagged from the corresponding official EDGAR filing.
---------------------------------------------------------------------------

    \86\ See, for example, the letters from AAA, CEFASD, IMA, KPMG 
and PWC. One commenter, however, stated that the Commission should 
provide a standard template to render information and allow 
participants to provide their own company specific presentation 
template. See the letter from Grant Thornton.
    \87\ See the letters from CEFASD, IMA and KPMG.
---------------------------------------------------------------------------

    We have decided to commence the voluntary program without providing 
a style sheet or other rendering application on our Web site. Users of 
EDGAR data on http://www.sec.gov will be able to download the XBRL data 
to perform their own financial analysis if they have appropriate 
software.\88\ We plan to continue to analyze rendering and other 
capabilities and we may add these features in the future. Users will 
continue to be able to view the official filing in ASCII or HTML 
format, as they can today.
---------------------------------------------------------------------------

    \88\ See the letters from Blastradius and FEI.
---------------------------------------------------------------------------

H. Liability Issues

    Because the voluntary program is experimental, contains other 
appropriate safeguards, and should not unnecessarily deter volunteers 
from participating, the revised rules provide limited protections from 
liability under the federal securities laws. Commenters generally 
supported the proposed liability protections; \89\ however, several 
commenters requested clarification as further discussed below. 
Accordingly,

[[Page 6562]]

we are adopting Rule 402 as proposed with minor clarifying 
revisions.\90\
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    \89\ See, for example, AAA, AICPA and FEI.
    \90\ This rule will not affect in any way participants' existing 
obligations with respect to official filings. The official financial 
information required to be filed by participants in HTML or ASCII 
will continue to be subject to the liability provisions of the 
federal securities laws.
---------------------------------------------------------------------------

    Rule 402(a) generally will provide that XBRL-Related Documents 
submitted in the program:
     Are not deemed filed for purposes of Section 18 of the 
Exchange Act \91\ or Section 34(b) of the Investment Company Act \92\ 
or otherwise subject to the liability of these sections; \93\
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    \91\ 15 U.S.C 78r.
    \92\ 15 U.S.C. 80a-33(b). We modified proposed Rule 402(a) by 
omitting references to the XBRL-Related Documents as not deemed 
filed under Section 16 of the Public Utility Holding Company Act of 
1935 (``Public Utility Holding Company Act'') [15 U.S.C. 79p] and 
Section 323 of the Trust Indenture Act of 1939 (``Trust Indenture 
Act'') [15 U.S.C. 77www]. We omitted these references as unnecessary 
because XBRL-Related Documents only will be submitted as exhibits to 
filings under the Exchange Act and the Investment Company Act.
    \93\ We will caution users on the Commission's Web site that, 
although XBRL-Related Documents are required to comply with format 
and content requirements related to the corresponding official 
filing, the purpose of submitting the XBRL-Related Documents is to 
test the related format and technology and, as a result, investors 
and others should continue to rely on the official version of the 
filing and not rely on the XBRL-Related Documents in making 
investment decisions.
---------------------------------------------------------------------------

     Are not deemed incorporated by reference; \94\
---------------------------------------------------------------------------

    \94\ 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 or 
prospectuses they contain. These protections will apply regardless 
of whether the documents are exhibits to a document otherwise 
incorporated by reference into a filing.
---------------------------------------------------------------------------

     Are subject to all other liability and anti-fraud 
provisions of the Exchange Act and Investment Company Act; \95\ and
---------------------------------------------------------------------------

    \95\ For example, material misstatements or omissions in an XBRL 
submission will continue to be subject to liability under Section 
10(b) [15 U.S.C. 78j(b)] and Rule 10b-5 [17 CFR 240.10b-5] under the 
Exchange Act.
---------------------------------------------------------------------------

     Are deemed filed for purposes of Rule 103 of Regulation S-
T.\96\
---------------------------------------------------------------------------

    \96\ 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.
---------------------------------------------------------------------------

    Rule 402(b) provides additional relief from liability under the 
Securities Act, Exchange Act, Public Utility Holding Company Act, Trust 
Indenture Act and Investment Company Act for information in a 
volunteer's XBRL-Related Documents that complies with the content and 
format requirements of Rule 401, to the extent that the information in 
the corresponding portion of the official EDGAR filing was not 
materially false or misleading.\97\
---------------------------------------------------------------------------

    \97\ XBRL-Related Documents that do not meet the requirements 
for the relief provided by Rule 402(b) still would receive the 
relief provided by Rule 402(a). In adopting Rule 402(a) we changed 
our proposal to remove references to liability relief under the 
Securities Act, Public Utility Holding Company Act and Trust 
Indenture Act because XBRL-Related Documents cannot be submitted 
under those Acts. We maintained these references in Rule 402(b), 
however, because, unlike Rule 402(a), Rule 402(b)'s protections are 
not tied to filing status.
---------------------------------------------------------------------------

    Rule 402(b) also provides additional relief from liability to 
volunteers that fail to comply with the content and format requirements 
of Rule 401 if:
     The volunteer has made a good faith and reasonable attempt 
to comply with the content and format requirements,
     As soon as reasonably practicable after the volunteer 
becomes aware that the information in the XBRL-Related Documents does 
not comply with the content and format requirements, the volunteer 
amends the XBRL-Related Documents to correct the problem, and
     The information in the corresponding official EDGAR filing 
was not materially false or misleading.
    As discussed earlier, several commenters asked us to clarify the 
reference in proposed Rule 402(b) to presenting information in the 
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.'' \98\ Accordingly, Rule 402(b), as adopted, 
clarifies the reference by specifying that the information must comply 
with the content and format requirements of Rule 401.
---------------------------------------------------------------------------

    \98\ See, for example, the letters from AICPA, D&T, NYSBA and 
PWC.
---------------------------------------------------------------------------

    One commenter asserted that proposed Rule 402(b) established a 
``negligence'' standard and suggested that we establish an ``actual 
knowledge'' standard instead. We have decided to adopt the standard as 
proposed. A volunteer that fails to satisfy Rule 402(b) still may rely 
on the liability protections of Rule 402(a). In addition, the 
Commission has provided similar protections to those in Rule 402 in 
other appropriate circumstances and it appears that these protections 
are workable for filers in those circumstances.\99\
---------------------------------------------------------------------------

    \99\ See, for example, General Instruction B.2 of Form 8-K 
(``The information in a report furnished pursuant to Item 2.02 
(Results of Operations and Financial Condition) or Item 7.01 
(Regulation FD Disclosure) shall not be deemed to be `filed' for 
purposes of Section 18 of the Exchange Act or otherwise subject to 
the liabilities of that section unless the registrant specifically 
states that the information is to be considered `filed' under the 
Exchange Act or incorporates it by reference into a filing under the 
Securities Act or Exchange Act.'').
---------------------------------------------------------------------------

    Finally, for purposes of the voluntary program, new paragraph (f) 
of Rules 13a-14 and 15d-14 under the Exchange Act and new paragraph (d) 
of Rule 30a-2 under the Investment Company Act provide that XBRL-
Related Documents are not subject to the certification requirements of 
these rules.\100\
---------------------------------------------------------------------------

    \100\ As a result of recently adopted rule revisions, we are 
adopting new paragraph (f) rather than the proposed new paragraph 
(h) of Rules 13a-14 and 15d-14. After we issued the Proposing 
Release, we adopted amendments to Rules 13a-14 and 15d-14, effective 
March 8, 2005, that, among other things, remove paragraphs (f) and 
(g) of these rules. Consequently, in order to add a new last 
paragraph to each of these rules, we add paragraph (f). See Release 
No. 33-8518 (Dec. 22, 2004) [70 FR 1506].
---------------------------------------------------------------------------

    One commenter voiced concern that investment companies would be 
discouraged from participating in the voluntary program if they were 
required to provide additional certifications when filing amendments 
whose sole purpose was to submit XBRL-Related Documents attached as 
exhibits.\101\ The commenter emphasized that the concern applied to 
investment companies in particular because operating companies can file 
a Form 8-K rather than an amendment to submit XBRL-Related Documents 
after the corresponding official EDGAR filing has been filed. Rule 12b-
15 under the Exchange Act \102\ and Rule 8b-15 under the Investment 
Company Act \103\ generally provide that any amendment to a filing that 
required a certification must contain another certification. We clarify 
that, consistent with the exclusion of XBRL-Related Documents from the 
disclosure certification requirements discussed above, an amendment 
whose sole purpose is to submit XBRL-Related Documents attached as 
exhibits for the voluntary program is not subject to the certification 
requirements of Rule 12b-15 under the Exchange Act and Rule 8b-15 under 
the Investment Company Act.
---------------------------------------------------------------------------

    \101\ See the letter from ICI.
    \102\ 17 CFR 240.12b-15.
    \103\ 17 CFR 270.8b-15.
---------------------------------------------------------------------------

    Two of the items these certifications must address are internal 
control over financial reporting and disclosure controls and 
procedures.\104\ In this regard, several commenters asked us to clarify 
that XBRL-Related Documents are not subject to the internal control 
over financial reporting and disclosure controls and procedures 
provisions \105\

[[Page 6563]]

that we have adopted after passage of the Sarbanes-Oxley Act.\106\ We 
clarify that, for purposes of the voluntary program and consistent with 
the exclusion of XBRL-Related Documents from the disclosure 
certification requirements discussed above, XBRL-Related Documents are 
not subject to any of the internal control over financial reporting 
provisions adopted under Section 404 of the Sarbanes-Oxley Act or the 
disclosure controls and procedures provisions.\107\
---------------------------------------------------------------------------

    \104\ See, for example, Item 601(b)(31)(i) of Regulation S-K [17 
CFR 229.601(b)(31)(i)].
    \105\ See Exchange Act Rule 13a-15(e) and Investment Company Act 
Rule 30a-3(c) (defining ``disclosure controls and procedures'') and 
Exchange Act Rule 13a-15(f) and Investment Company Act Rule 30a-3(d) 
(defining ``internal control over financial reporting'') [17 CFR 
240.13a-15(e), 270.30a-3(c), 240.13a-15(f) and 270.30a-3(d)].
    \106\ See, for example, the letters from E&Y (addressing 
internal control over financial reporting) and NYSBA (addressing 
internal control over financial reporting and disclosure controls 
and procedures).
    \107\ Section 404 and the rules we have adopted under that 
section do not apply to registered management investment companies.
---------------------------------------------------------------------------

III. Paperwork Reduction Act

    The new and amended rules contain ``collection of information'' 
requirements within the meaning of the Paperwork Reduction Act of 1995 
(``PRA'').\108\ We published a notice requesting comment on the 
collection of information requirements in the Proposing Release, and 
submitted a request to the Office of Management and Budget (``OMB'') 
for review in accordance with the PRA.\109\ OMB approved the request on 
a pilot basis. 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.
---------------------------------------------------------------------------

    \108\ 44 U.S.C. 3501 et seq.
    \109\ 44 U.S.C. 3507(d) and 5 CFR 1320.11.
---------------------------------------------------------------------------

    The title of the new collection of information is ``Voluntary XBRL-
Related Documents'' (OMB Control No. 3235-0611). This collection of 
information stems from already existing regulations and forms adopted 
under the Exchange Act and Investment Company Act that set forth 
financial disclosure requirements for annual and periodic reports as 
well as current reports.\110\ The new and amended rules will 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 under 
existing periodic and annual report requirements, but will be tagged 
using XBRL. During the voluntary program, registrants will continue to 
include this information in ASCII or HTML format in their official 
EDGAR filings, but also will furnish the XBRL tagged data as exhibits 
to these filings. The XBRL-Related Documents will consist of an 
instance document, a schema file,\111\ and linkbase files.\112\ 
Submission of XBRL-Related Documents will be voluntary and the 
information submitted will not be kept confidential.
---------------------------------------------------------------------------

    \110\ The proposed voluntary program allows for XBRL-Related 
Documents to be furnished in connection with Exchange Act 
registration through Forms 10, 10-SB 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 10-SB or, to the extent it can be 
used to for Exchange Act registration, Form 20-F.
    \111\ The XBRL data file that a participant 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 can 
present the information in the corresponding official EDGAR filing. 
Such extensions would be included in a schema file. For additional 
detail regarding schema files, see Section II.C.2 of the Proposing 
Release.
    \112\ Linkbase files, in general, manage references, labels and 
relationships for an instance document. For additional detail 
regarding linkbase files, see Section II.C.3 of the Proposing 
Release.
---------------------------------------------------------------------------

    We estimate for PRA purposes that each of 80 participants will 
submit four sets of XBRL-Related Documents per year that will result in 
an internal preparation burden of 60 hours per year and an external 
cost of $6,333 per year.\113\ We base this estimate on discussions 
regarding XBRL and data tagging in general.\114\
---------------------------------------------------------------------------

    \113\ In our initial PRA request, our external cost estimate of 
$6,000 focused on the cost of professionals and consultants. It is 
our understanding that many participants will also have annual 
software licensing costs. From further discussions with software 
providers and others familiar with XBRL, we estimate that the cost 
of licensing software will range from $200 to $3,000 each year, with 
the majority of companies licensing less complex XBRL software in 
the $200 to $500 range. We also understand from these discussions 
that software providers have indicated that they intend to provide 
these products for free in the initial stages of the voluntary 
program. In order to determine a price estimate, we base our 
software cost estimate at $500, which is the highest cost for the 
simpler XBRL software license. We have further assumed that the 
first year license fee will be waived. Because the PRA estimates 
represent the average burden over a three-year period, we estimate 
the average burden for software license costs to be $333 per year.
    \114\ See Proposing Release Section VII.A.1 for a further 
description of our PRA estimate. We note that we expect 80 
participants per year. The calculations presented in the description 
in the Proposing Release based on the expected number of 
participants per year were based on 80 participants a year.
---------------------------------------------------------------------------

    Two commenters responded to our request for comments on the 
PRA.\115\ Neither commenter addressed specifically our actual 
estimates.
---------------------------------------------------------------------------

    \115\ See the letters from AICPA and PWC.
---------------------------------------------------------------------------

    One commenter stated that our cost estimates are based on current 
manual processes, ignore costs to those other than preparers and do not 
address the cost savings the commenter expects will accrue in 
connection with preparation, distribution and analysis of financial 
information over time as XBRL and the process efficiencies it enables 
take hold. As to non-preparer costs, the commenter asserted that public 
accounting firms will need to invest in training and skill development 
to enable them to provide the assurance on XBRL data that the public 
ultimately will expect.\116\ These comments do not raise issues for our 
PRA estimates because our estimates are based on registrant costs.
---------------------------------------------------------------------------

    \116\ See the letter from AICPA.
---------------------------------------------------------------------------

    Similarly, the other commenter asserted that our cost estimates 
fall short because they are based on the need of most registrants to 
automate what are today almost entirely manual reporting processes, 
take into account the cost to prepare but not consume information and 
omit anticipated cost savings over time as adoption of XBRL spreads to 
more internal and external processes of information exchange.\117\
---------------------------------------------------------------------------

    \117\ See the letter from PWC.
---------------------------------------------------------------------------

    We note that for PRA purposes we estimate the average yearly cost 
to a registrant that participates in the voluntary program over a 
three-year period.\118\ Consequently, our estimates are intended to 
reflect both initial cost and on-going cost over a three-year period. 
In calculating these costs, we have tried to take into account, among 
other things, the current state of reporting process automation, 
automation that likely would be introduced in connection with the 
initial cost incurred and the efficiencies that likely would be 
realized over the course of three years.
---------------------------------------------------------------------------

    \118\ While the PRA requires an estimate based on a hypothetical 
three years of participation, as noted earlier, a registrant could 
participate in the voluntary program by submitting XBRL data over a 
shorter period or even just once as the registrant chooses.
---------------------------------------------------------------------------

    As reflected throughout this release, we also received comments, 
not specifically in response to the PRA, directed at the substance of 
the new and amended rules. As previously discussed, we have revised the 
proposals in response to these comments. As noted earlier, we are 
adding to proposed Rule 401 requirements to label XBRL data as 
``unaudited'' or ``unreviewed,'' provide cautionary language concerning 
reliance on XBRL-Related Documents and, in some cases, reference the 
official filing from which XBRL data was derived. In this regard, we 
note the revision to proposed Rule 401 to make it optional, rather than 
required, to tag financial statement footnotes would reduce the 
burden.\119\ Therefore, on balance, we do not change our estimates.
---------------------------------------------------------------------------

    \119\ See Proposing Release, Part VII for a description of, and 
the burden estimates for, the voluntary program. We note that we 
expect 80 participants per year. The calculations presented in the 
description based on the expected number of participants per year 
were based on 80 participants a year.

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[[Page 6564]]

    Compliance with the amendments is mandatory for those who wish to 
participate in the voluntary program. There is no retention period for 
the information disclosed.

IV. Cost-Benefit Analysis

    The adopted 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 
are 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 adopted voluntary program will 
assist us in assessing whether using XBRL tagged financial information 
enhances the analysis of financial information included in Commission 
filings. The voluntary program also will facilitate our ability to 
assess the technical requirements of processing 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 has the potential to reduce third party participation in 
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 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 liquidity in the market and lower the cost of capital. 
These benefits, however, are difficult to quantify and may only be 
realized if a significant number of registrants provide data in XBRL 
format. Many of the commenters cited one or more of these or related 
potential benefits.
    As to related benefits, commenters stated, among other things, 
that:
     XBRL will lower the cost of producing information through 
automation;\120\
---------------------------------------------------------------------------

    \120\ See the letters from AICPA and PWC.
---------------------------------------------------------------------------

     XBRL will free resources from manual reporting to do work 
that adds value to the business;\121\
---------------------------------------------------------------------------

    \121\ See the letter from PWC.
---------------------------------------------------------------------------

     XBRL-tagged data will motivate registrants to provide 
comparable information;\122\
---------------------------------------------------------------------------

    \122\ See the letters from AAA, D&T (market demand will 
encourage registrants to adopt financial reporting practices that 
increase comparability) and Spredgar (XBRL would produce comparable 
data across companies).
---------------------------------------------------------------------------

     Registrants that use XBRL internally will have improved 
internal reporting processes;\123\ and
---------------------------------------------------------------------------

    \123\ See the letters from AAA, Bus Wire and IMA (creation of 
financial data in an XML-based language will prepare the registrant 
to re-use the data for internal reporting activities that might help 
the registrant improve its internal controls).
---------------------------------------------------------------------------

     Tagged data may assist auditors.\124\
---------------------------------------------------------------------------

    \124\ See the letter from D&T (tagged data allows auditors to do 
better risk assessment and analytics and may allow systematic 
identification of unusual transactions the net result of which may 
be a more effective and efficient audit process).
---------------------------------------------------------------------------

    One commenter asserted that, in order to realize the benefit of 
enhanced financial analysis, XBRL must be revised by:
     Restructuring the taxonomies to break down items into a 
more hierarchical format without alternative classification locations 
that can lead to non-comparable data;
     Enabling end-users to validate and read the level of 
adherence to the standard industrial taxonomies without high-level XBRL 
processing; and
     Eliminating duplicate elements in the standard industrial 
taxonomies so end users can map to a spreadsheet template or EDGAR web 
site/style sheet without complex programming code.\125\
    Another commenter stated that the Commission should be able to 
assess more effectively whether the benefits of full-scale 
implementation justify the costs by taking steps in the initial 
implementation of XBRL to assess:
---------------------------------------------------------------------------

    \125\ See the letters from Linder and NYSSA (supports these 
changes).
---------------------------------------------------------------------------

     How XBRL is being used by investors and analysts;
     Whether the structure of the XBRL specification 
facilitates broad-based use by sophisticated users and third-party 
software developers; and
     Whether adequate safeguards are in place to ensure that 
the data is prepared and disseminated correctly.\126\
    We acknowledge these commenters' concerns and suggestions. We plan 
to monitor the voluntary program accordingly.

B. Costs

    The voluntary program will 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 will 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 at an annual cost per registrant based on our PRA 
estimates.\127\ Based on the foregoing discussion, we estimate the 
aggregate cost to registrants that choose to participate in the 
voluntary program will be between $1,009,980 and $1,683,300 in the 
first year.\128\
---------------------------------------------------------------------------

    \126\ See the letter from NYSSA.
    \127\ To determine the annual cost, assuming 80 registrants will 
participate, we estimate that the incremental burden would result in 
4800 internal burden hours and $506,640 in external costs including 
$26,640 in software licensing costs. Assuming a cost of $175 per 
hour for in-house professional staff, the total cost associated with 
internal burden hours would be $840,000. Consequently, the PRA cost 
estimate is $1,346,640 or $16,833 per registrant. Proposing Release 
note 87 inadvertently overestimated the number of internal burden 
hours and, as a result, also overestimated the total in-house 
professional staff cost and the aggregate cost estimate on both per 
registrant and gross bases.
    \128\ Based on discussions with software providers and others 
familiar with XBRL, we believe that our initial estimate of software 
costs at $3,000 per registrant is not an accurate assumption of the 
average cost to participants. We currently understand that annual 
software licensing costs will likely range between $200 and $3,000 
and that a number of software providers intend to provide XBRL 
software free in the initial stages of the program. We have revised 
our PRA estimates to account for software licensing costs and no 
longer treat them separately in the cost-benefit analysis. The 
figures in this release correct the estimates provided in the 
Proposing Release.
---------------------------------------------------------------------------

    Due to the recent development of the technology, we have had 
limited data to quantify the cost of implementing data tagging using 
XBRL. 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

[[Page 6565]]

participants with alternative business opportunities.\129\
---------------------------------------------------------------------------

    \129\ For example, an entity that traditionally has focused on 
data dissemination might be able to re-direct its data processing 
abilities to perform and sell analyses of registrant-tagged data.
---------------------------------------------------------------------------

    In the Proposing Release, we sought comments and supporting data on 
our estimates. We received no comments specifically on the estimates we 
provided in our cost-benefit discussion.\130\ Three commenters 
expressly cited software and personnel costs as we did in the Proposing 
Release.\131\ Some commenters cited other specific types of costs.
---------------------------------------------------------------------------

    \130\ We note, however, the estimates we provided in our cost-
benefit discussion were based on our PRA estimates that two 
commenters questioned as previously discussed in Section III.
    \131\ See the letters from AAA, D&T and IMA.
---------------------------------------------------------------------------

    For example, two commenters suggested that the initial cost of 
participating in the voluntary program would be significant.\132\ Two 
commenters suggested that costs would go down over time,\133\ while one 
commenter stated that the costs would remain significant.\134\
---------------------------------------------------------------------------

    \132\ See the letters from D&T and NYSSA. One commenter stated 
that it believed the assumed investment in training and workload to 
produce the first filing has been underestimated. See the letter 
from Grant Thornton.
    \133\ See the letters from D&T and PWC. Another commenter 
addressing costs over time stated that the cost of capital will be 
reduced in relation to improved transparency and timeliness and this 
reduction would more than offset the costs of XBRL if XBRL's 
potential benefits were realized. See the letter from AAA.
    \134\ See the letter from NYSSA.
---------------------------------------------------------------------------

    Two commenters emphasized that XBRL is complex. One commenter 
asserted that its complexity has the potential to cause errors in both 
preparation and dissemination of financial data.\135\ The other 
commenter stated that the XBRL specification, though openly disclosed, 
is so complex that it virtually requires use of specialized software 
tools to create, access and validate data and, as a result increases 
costs, reduces transparency, raises the potential for erroneous data 
use, unduly complicates the analytical process, restricts analytical 
creativity and violates the easy equal access nature of EDGAR.\136\
---------------------------------------------------------------------------

    \135\ See the letter from NYSSA.
    \136\ See the letters from Linder and NYSSA (some of its members 
are concerned that XBRL is so complex that it would be difficult and 
costly for even sophisticated users to create applications). Another 
commenter stated, however, that unless taxonomies are a good fit 
with companies' reporting practices, there will be a potential loss 
of data that would force the capital markets to process two sets of 
data with a negative effect on trust that increases relational risk 
and, consequently, the cost of capital. See the letter from AAA.
---------------------------------------------------------------------------

    One commenter suggested that registrants that participate in the 
voluntary program at the outset may face a costly reworking of their 
XBRL implementation as methods and procedures are refined and, to 
minimize this, the Commission could encourage experimentation but 
should oversee full implementation of XBRL by a small subset of 
registrants to make any appropriate adjustments before broad 
implementation.\137\
---------------------------------------------------------------------------

    \137\ See the letter from NYSSA.
---------------------------------------------------------------------------

    We intend to monitor the voluntary program as to complexity, 
ongoing adjustments and other matters.

V. Final Regulatory Flexibility Analysis

    We prepared this Final Regulatory Flexibility Analysis (``FRFA''), 
in accordance with the Regulatory Flexibility Act.\138\ This FRFA 
relates to amendments we are adopting that allow registrants, on a 
voluntary basis, to tag financial information in specified filings 
using XBRL. The 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.
---------------------------------------------------------------------------

    \138\ 5 U.S.C. 603.
---------------------------------------------------------------------------

A. Reasons for, and Objectives of, the Amendments

    The purpose of the amendments is to further our ability to assess 
the feasibility and desirability of using tagged data on a more 
widespread basis in EDGAR filings. We believe the program to accept 
XBRL-Related Documents through EDGAR on a voluntary basis will 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 will 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. Significant Issues Raised by Public Comment

    The Initial Regulatory Flexibility Act Analysis (``IRFA'') appeared 
in the Proposing Release. We requested comment on any aspect of the 
IRFA, including the number of small entities that would be affected by 
the proposals, the nature of the impact, and how to quantify the impact 
of the proposals.
    Two commenters specifically responded to our request.\139\ Both 
commenters stated that:
---------------------------------------------------------------------------

    \139\ See letters from AICPA and PWC.
---------------------------------------------------------------------------

     It is difficult to quantify the impact of the proposed 
rules on small entities;
     The impact will include the initial investment for first-
time creation of an instance document followed by more efficient 
creation of subsequent instance documents;
     Small entities that participate will benefit from greater 
market visibility due to the ability of analysts to incorporate their 
results quickly into their analysis; and
     Additional exemptions should not be required during the 
early stages of the voluntary program and the extension of the program 
throughout calendar 2005 will enable more small entities to participate 
after their initial reporting under the Sarbanes-Oxley requirements.
    One of the commenters asserted that many small entities may choose 
to defer participation until system developers provide the ability to 
create XBRL documents as a standard output option, thereby making the 
process much easier and cheaper.\140\ Similarly, the other commenter 
stated that it expected small entities, having documented their 
reporting processes and controls, to automate their systems and in 
doing so implement XBRL-enabled streamlining of their reporting.\141\
---------------------------------------------------------------------------

    \140\ See the letter from AICPA.
    \141\ See the letter from PWC.
---------------------------------------------------------------------------

C. Small Entities Subject to the Amendments

    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. Under Exchange Act Rule 0-10, for 
purposes of the Regulatory Flexibility Act, 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 is a ``small business'' or 
``small organization.'' \142\ 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.\143\ 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.
---------------------------------------------------------------------------

    \142\ 17 CFR 240.0-10.
    \143\ 17 CFR 270.0-10.
---------------------------------------------------------------------------

    A small subset of these operating and investment company issuers 
may voluntarily participate in the program;

[[Page 6566]]

however, we estimate that number will be very low.
    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 feasible to accurately estimate the 
number or size of these potentially affected entities. We sought 
comment on the number of small entities that would be impacted by the 
proposal and did not receive any additional information that would 
allow us to accurately estimate the number or size of these potentially 
affected entities.

D. Projected Reporting, Recordkeeping, and Other Compliance 
Requirements

    The voluntary program is an experiment to determine the feasibility 
of using XBRL on a broader 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 amendments relate 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 minimal 
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. Agency Action To Minimize 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 
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. Two commenters stated that additional exemptions should not 
be required for small entities during the early stages of the voluntary 
program.\144\
---------------------------------------------------------------------------

    \144\ See the letters from AICPA and PWC.
---------------------------------------------------------------------------

VI. Consideration of Impact on the Economy, Burden on Competition and 
Promotion of Efficiency, Competition, and Capital Formation

    Section 23(a)(2) of the Exchange Act \145\ 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) \146\ of the Securities 
Act, Section 3(f) \147\ of the Exchange Act, and Section 2(c) \148\ 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.
---------------------------------------------------------------------------

    \145\ 15 U.S.C. 78w(a)(2).
    \146\ 15 U.S.C. 77b(b).
    \147\ 15 U.S.C. 78c(f).
    \148\ 15 U.S.C. 80a-2(c).
---------------------------------------------------------------------------

    In the Proposing Release, we considered the amendments in light of 
the standards set forth in the above statutory sections. We requested 
comment on whether the proposals, if adopted, would promote efficiency, 
competition and capital formation or have an impact or burden on 
competition. We also requested commenters to provide empirical data and 
other factual support for their views if possible. No commenter 
addressed anti-competitive effects.\149\ Some commenters addressed 
efficiency and capital formation which we considered and addressed in 
the cost-benefit section.
    The adopted amendments 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 amendments will promote efficiency 
because tagged data may allow more efficient and effective retrieval, 
research and analysis of financial information through automated means. 
Because the program is voluntary and the amendments are designed to 
permit filers to provide information in a format that we believe has 
the potential to be more useful to investors, we believe the amendments 
do not impose any burden on competition that is not necessary or 
appropriate in furtherance of the purposes of the Exchange Act.
---------------------------------------------------------------------------

    \149\ We discuss efficiency-related issues in Section IV.
---------------------------------------------------------------------------

VII. Statutory Basis and Text of Amendments

    We are adopting the 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 17 CFR Parts 228, 229, 232, 240, 249 and 270

    Reporting and recordkeeping requirements, Securities.


0
For the reasons set forth above, we amend title 17, Chapter II of the 
Code of Federal Regulations as follows:

PART 228--INTEGRATED DISCLOSURE SYSTEM FOR SMALL BUSINESS ISSUERS

0
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.
* * * * *

0
2. Amend Sec.  228.601 by:
0
a. Revising the exhibit table; and
0
b. Adding paragraph (b)(100).
    The revision and addition read as follows.


Sec.  228.601 (Item 601)  Exhibits.

    (a) * * *

[[Page 6567]]

Exhibit Table

BILLING CODE 4310-05-P
[GRAPHIC] [TIFF OMITTED] TR08FE05.003


[[Page 6568]]


[GRAPHIC] [TIFF OMITTED] TR08FE05.004

    (b) * * *
    (100) XBRL-Related Documents. An electronic filer that participates 
in the voluntary XBRL (eXtensible Business Reporting Language) program 
may submit XBRL-Related Documents (Sec.  232.11 of this chapter) in 
electronic format as an exhibit to: the filing to which they relate; an 
amendment to such filing; or a Form 8-K (Sec.  249.308 of this chapter) 
that references such filing, if the Form 8-K is submitted no earlier 
than the date of that filing.

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

0
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-11, and 7201 et seq.; and 18 
U.S.C. 1350, unless otherwise noted.
* * * * *

0
4. Amend Sec.  229.601 by:
0
a. Revising the exhibit table; and
0
b. Adding paragraph (b)(100).
    The revision and addition read as follows:


Sec.  229.601 (Item 601)  Exhibits.

    (a) * * *

Exhibit Table

Instructions to the Exhibit Table

* * * * *

[[Page 6569]]

[GRAPHIC] [TIFF OMITTED] TR08FE05.005


[[Page 6570]]


[GRAPHIC] [TIFF OMITTED] TR08FE05.006


BILLING CODE 8010-01-C

[[Page 6571]]

    (b) * * *
    (100) XBRL-Related Documents. An electronic filer that participates 
in the voluntary XBRL (eXtensible Business Reporting Language) program 
may submit XBRL-Related Documents (Sec.  232.11 of this chapter) in 
electronic format as an exhibit to: the filing to which they relate; an 
amendment to such filing; or a Form 8-K (Sec.  249.308 of this chapter) 
that references such filing, if the Form 8-K is submitted no earlier 
than date of that filing.

PART 232--REGULATION S-T--GENERAL RULES AND REGULATIONS FOR 
ELECTRONIC FILINGS

0
5. The authority citation for Part 232 continues to read 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, 80a-37, and 7201 et seq.; and 18 U.S.C. 1350.
* * * * *

0
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 information in eXtensible Business 
Reporting Language that are part of a voluntary submission in 
electronic format in accordance with Sec.  232.401.

0
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.

* * * * *
    (b) Paragraph (a) of this section does not apply to HTML documents 
or XBRL-Related Documents (Sec.  232.11).

0
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 XBRL-
Related Documents (Sec.  232.11) in electronic format as an exhibit to: 
the filing to which they relate; an amendment to such filing; 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 the filing to which the 
XBRL-Related Documents relate if such Form 8-K or Form 6-K is submitted 
no earlier than the date of that filing. The XBRL-Related Documents 
must comply with the content and format requirements of this section, 
be submitted as an exhibit to a form that contains the disclosure 
required by this section and be submitted in accordance with the EDGAR 
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.
    (b) XBRL-Related Documents must consist of mandatory content and 
may consist of optional content but only if the optional content 
accompanies the mandatory content in the same submission.
    (1) Mandatory content consists of a complete set of information for 
all periods presented in the corresponding official EDGAR filing from 
one or more of the following categories (as filed in the corresponding 
official EDGAR filing):
    (i) The complete set of financial statements (the only exceptions 
are that notes to the financial statements and schedules related to the 
financial statements may be omitted unless the electronic filer is a 
registered management investment company in which case it must include 
Schedule I--Investments in Securities of Unaffiliated Issuers (Sec.  
210.12-12 of this chapter));
    (ii) Earnings information set forth in Form 6-K or Items 2.02 or 
8.01 of Form 8-K (whether contained in the body of the Form 6-K or Form 
8-K or in an exhibit, and whether filed or furnished); or
    (iii) Financial highlights or condensed financial information set 
forth in Item 8(a) of Form N-1A (Sec.  239.15A and Sec.  274.11A of 
this chapter), Item 4.1 of Form N-2 (Sec.  239.14 and Sec.  274.11a-1 
of this chapter) or Item 4(a) of Form N-3 (Sec.  239.17a and Sec.  
274.11b of this chapter), as applicable.
    (2) Optional content can consist only of a complete set of 
information that is:
    (i) For all periods presented in the corresponding official EDGAR 
filing;
    (ii) Related to financial information in the corresponding official 
EDGAR filing that is simultaneously submitted as mandatory content (as 
specified in paragraph (b)(1) of this section); and
    (iii) From one or more of the following categories (as filed in the 
corresponding official EDGAR filing):
    (A) Audit opinions (as specified by Rule 2-02 of Regulation S-X 
(Sec.  210.2-02 of this chapter));
    (B) Interim review reports (as specified by Rule 10-01(d) of 
Regulation S-X (Sec.  210.10-01(d) of this chapter));
    (C) Reports of management on the financial statements;
    (D) Certifications;
    (E) Management's discussion and analysis of financial condition and 
results of operations (as specified by Item 303 of Regulation S-K 
(Sec.  229.303 of this chapter));
    (F) Management's discussion and analysis or plan of operation (as 
specified by Item 303 of Regulation S-B (Sec.  228.303 of this 
chapter));
    (G) Operating and financial review and prospects (as specified by 
Item 5 of Form 20-F); or
    (H) Management's discussion of fund performance (as specified by 
Item 22(b)(7) of Form N-1A).
    (c) XBRL-Related Documents must appear in voluntary program format. 
XBRL-Related Documents appear in voluntary program format if:
    (1) Each data element (i.e., all text and all line item names and 
associated values, dates and other labels) contained in the XBRL-
Related Documents reflects the same information in the corresponding 
official EDGAR filing (i.e., the HTML or ASCII version);
    (2) No data element contained in the corresponding official EDGAR 
filing is changed, deleted or summarized in the XBRL-Related Documents;
    (3) The XBRL-Related Documents correlate to the appropriate version 
of a standard taxonomy, supplemented with extension taxonomies as 
specified in the EDGAR Filer Manual (Sec.  232.11);
    (4) Each data element contained in the XBRL-Related Documents is 
matched with an appropriate tag in accordance with any applicable 
taxonomy; and
    (5) The XBRL-Related Documents contain any additional mark-up 
related content (e.g., the XBRL tags themselves, identification of the 
core XML documents used and other technology related content) not found 
in the corresponding official EDGAR filing that are necessary to comply 
with the EDGAR Filer Manual requirements.
    (d) The filing with which XBRL-Related Documents are submitted as 
an exhibit must contain the disclosures specified in paragraph (d)(1) 
of this section in the location specified in paragraph (d)(2) of this 
section.
    (1) The filing must disclose:
    (i) That the financial information contained in the XBRL-Related 
Documents is ``unaudited'' or ``unreviewed,'' as applicable;
    (ii) That the purpose of submitting the XBRL-Related Documents is 
to test the related format and technology and, as a result, investors 
should not rely on the

[[Page 6572]]

XBRL-Related Documents in making investment decisions; and
    (iii) The identity of the corresponding official EDGAR filing (but 
only if the filing is a Form 8-K or Form 6-K or an amendment to a Form 
8-K or Form 6-K and a purpose of filing the form was to submit as an 
exhibit XBRL-Related Documents that present information related to 
financial information filed as part of a different form in the 
corresponding official EDGAR filing).
    (2) The disclosures required by paragraph (d)(1) of this section 
must appear, as applicable, in:
    (i) The exhibit index of a Form 10-K (Sec.  249.310 of this 
chapter), 10-Q (Sec.  249.308a of this chapter), 10 (Sec.  249.210 of 
this chapter), 10-SB (Sec.  249.210b of this chapter), 10-KSB (Sec.  
249.310b of this chapter), 10-QSB (Sec.  249.308b of this chapter) or 
20-F;
    (ii) Item 2.02 or 8.01 of a Form 8-K; or
    (iii) The body of a Form 6-K, N-CSR (Sec.  274.128 of this chapter) 
or N-Q (Sec.  274.130 of this chapter).


    Note to Sec.  232.401: Although XBRL-Related Documents are 
required by this section to comply with content and format 
requirements related to the corresponding official EDGAR filing, the 
purpose of submitting the XBRL-Related Documents is to test the 
related format and technology and, as a result, investors and others 
should continue to rely on the official version of the filing and 
not rely on the XBRL-Related Documents in making investment 
decisions.

Sec.  232.402  Liability for XBRL-Related Documents.

    (a) Not deemed filed for liability purposes. XBRL-Related 
Documents, regardless of 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) or section 34(b) of the Investment Company Act (15 
U.S.C. 80a-33(b)) or otherwise subject to the liabilities of these 
sections;
    (2) Are not deemed incorporated by reference;
    (3) Are subject to all other liability and anti-fraud provisions of 
these Acts; and
    (4) Are deemed filed for purposes of Item 103 of Regulation S-T 
(Sec.  232.103).
    (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 complies with the 
requirements of Item 401 of Regulation S-T (Sec.  232.401) to the 
extent that such information was not materially false or misleading in 
the corresponding official EDGAR filing. To the extent the information 
in an electronic filer's XBRL-Related Documents does not comply with 
the requirements of Item 401, the information in the XBRL-Related 
Documents will be deemed to comply with Item 401 for purposes of this 
paragraph if the electronic filer makes a good faith and reasonable 
attempt to comply with Item 401 and, as soon as reasonably practicable 
after the electronic filer becomes aware that the information in the 
XBRL-Related Documents does not comply with Item 401, the electronic 
filer amends the XBRL-Related Documents and, as a result, the 
information complies with Item 401.

PART 240--GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE ACT OF 
1934

0
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.
* * * * *

0
10. Amend Sec.  240.13a-14 by adding paragraph (f) to read as follows:


Sec.  240.13a-14  Certification of disclosure in annual and quarterly 
reports.

* * * * *
    (f) The certification requirements of this section do not apply to 
XBRL-Related Documents, as defined in Sec.  232.11 of this chapter.
* * * * *

0
11. Amend Sec.  240.15d-14 by adding paragraph (f) to read as follows:


Sec.  240.15d-14  Certification of disclosure in annual and quarterly 
reports.

* * * * *
    (f) 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

0
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.
* * * * *

0
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).
* * * * *

0
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. * * *
    (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

0
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.
* * * * *

0
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 (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]

0
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.

0
18. Add Sec.  270.8b-33 to read as follows:


Sec.  270.8b-33  XBRL-Related Documents.

    A registrant that participates in the voluntary XBRL (eXtensible 
Business

[[Page 6573]]

Reporting Language) program may submit, in electronic format as an 
exhibit to a filing on Form N-CSR (Sec. Sec.  249.331 and 274.128 of 
this chapter) or Form N-Q (Sec. Sec.  249.332 and 274.130 of this 
chapter) to which they relate, XBRL-Related Documents (Sec.  232.11 of 
this chapter). 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 EDGAR Filer Manual and submit the XBRL-Related 
Documents in such a manner that will permit the information for each 
series of an investment company registrant and each contract of an 
insurance company separate account to be separately identifiable. A 
registrant may submit such exhibit with, or in an amendment to, the 
filing to which it relates.

0
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.

* * * * *
    (d) The certification requirements of this section do not apply to 
XBRL-Related Documents, as defined in Sec.  232.11 of this chapter.

    Dated: February 3, 2005.

    By the Commission.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 05-2391 Filed 2-7-05; 8:45 am]
BILLING CODE 8010-01-P