[Federal Register Volume 74, Number 26 (Tuesday, February 10, 2009)]
[Rules and Regulations]
[Pages 6775-6821]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E9-2334]



[[Page 6775]]

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Part III





Securities and Exchange Commission





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17 CFR Parts 229, 230, et al.



Interactive Data To Improve Financial Reporting; Final Rule

Federal Register / Vol. 74, No. 26 / Tuesday, February 10, 2009 / 
Rules and Regulations

[[Page 6776]]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 229, 230, 232, 239, 240, and 249

[Release Nos. 33-9002; 34-59324; 39-2461; IC-28609; File No. S7-11-08]
RIN 3235-AJ71


Interactive Data To Improve Financial Reporting

AGENCY: Securities and Exchange Commission.

ACTION: Final rule.

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SUMMARY: We are adopting rules requiring companies to provide financial 
statement information in a form that is intended to improve its 
usefulness to investors. In this format, financial statement 
information could be downloaded directly into spreadsheets, analyzed in 
a variety of ways using commercial off-the-shelf software, and used 
within investment models in other software formats. The rules will 
apply to public companies and foreign private issuers that prepare 
their financial statements in accordance with U.S. generally accepted 
accounting principles (U.S. GAAP), and foreign private issuers that 
prepare their financial statements using International Financial 
Reporting Standards (IFRS) as issued by the International Accounting 
Standards Board (IASB). Companies will provide their financial 
statements to the Commission and on their corporate Web sites in 
interactive data format using the eXtensible Business Reporting 
Language (XBRL). The interactive data will be provided as an exhibit to 
periodic and current reports and registration statements, as well as to 
transition reports for a change in fiscal year. The new rules are 
intended not only to make financial information easier for investors to 
analyze, but also to assist in automating regulatory filings and 
business information processing. Interactive data has the potential to 
increase the speed, accuracy and usability of financial disclosure, and 
eventually reduce costs.

DATES: Effective Date: April 13, 2009 except Sec.  232.406T, which is 
effective from April 13, 2009 until October 31, 2014.

FOR FURTHER INFORMATION CONTACT: Mark W. Green, Senior Special Counsel 
(Regulatory Policy), Division of Corporation Finance at (202) 551-3430; 
Craig E. Slivka, Special Counsel, Division of Corporation Finance at 
(202) 551-3430; Jeffrey W. Naumann, Assistant Director, Office of 
Interactive Disclosure at (202) 551-5352; or Jeffrey Ellis, 
Professional Accounting Fellow, Office of the Chief Accountant at (202) 
551-5300, U.S. Securities and Exchange Commission, 100 F Street, NE., 
Washington, DC 20549-3628.

SUPPLEMENTARY INFORMATION: We are adding Rules 405 and 406T to 
Regulation S-T,\1\ and revising Item 601 \2\ of Regulation S-K,\3\ 
Rules 11,\4\ 201,\5\ 202,\6\ 305,\7\ 401,\8\ and 402 \9\ of Regulation 
S-T, Rule 144 \10\ under the Securities Act of 1933 (Securities 
Act),\11\ and Rules 12b-25,\12\ 13a-14 \13\ and 15d-14 \14\ under the 
Securities Exchange Act of 1934 (Exchange Act).\15\ We also are 
revising Forms S-3,\16\ S-8,\17\ F-3,\18\ F-9 \19\ and F-10 \20\ under 
the Securities Act and Forms 10-Q,\21\ 10-K,\22\ 12b-25,\23\ 20-F,\24\ 
40-F \25\ and 6-K \26\ under the Exchange Act.
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    \1\ 17 CFR 232.10 et seq.
    \2\ 17 CFR 229.601.
    \3\ 17 CFR 229.10 et seq.
    \4\ 17 CFR 232.11.
    \5\ 17 CFR 232.201.
    \6\ 17 CFR 232.202.
    \7\ 17 CFR 232.305.
    \8\ 17 CFR 232.401.
    \9\ 17 CFR 232.402.
    \10\ 17 CFR 230.144.
    \11\ 15 U.S.C. 77a et seq.
    \12\ 17 CFR 240.12b-25.
    \13\ 17 CFR 240.13a-14.
    \14\ 17 CFR 240. 15d-14.
    \15\ 15 U.S.C. 78a et seq.
    \16\ 17 CFR 239.13.
    \17\ 17 CFR 239.16b.
    \18\ 17 CFR 239.33.
    \19\ 17 CFR 239.39.
    \20\ 17 CFR 239.40.
    \21\ 17 CFR 249.308a.
    \22\ 17 CFR 249.310.
    \23\ 17 CFR 249.322.
    \24\ 17 CFR 249.220f.
    \25\ 17 CFR 249.240f.
    \26\ 17 CFR 249.306.
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Table of Contents

I. Introduction and Background
    A. Introduction
    B. Current Filing Technology and Interactive Data
    C. The Commission's Multiyear Evaluation of Interactive Data and 
Overview of New Rules
    D. Summary of Adopted Amendments
II. Discussion of Amendments
    A. Submission of Financial Information Using Interactive Data
    B. Phase-in Under the New Rules
    1. Overview
    2. Companies Covered by New Rules and Phase-in
    3. Information and Documents Covered by the New Rules
    a. Financial Statements, Footnotes, and Financial Statement 
Schedules
    b. Reports Covered by the New Rules
    c. Registration Statements Under the Securities Act Covered by 
the Rules
    d. Registration Statements Under the Exchange Act Covered by the 
Rules
    4. Initial Filing Grace Period
    5. Web Site Posting of Interactive Data
    C. Accuracy and Reliability of Interactive Data
    1. Voluntary Program
    2. Use of Technology To Detect Errors
    3. Application of Federal Securities Laws
    4. Officer Certifications and Integration of Interactive Data 
and Business Information Processing
    5. Continued Traditional Format
    D. Required Items
    1. Data Tags
    2. Regulation S-T and the EDGAR Filer Manual
    E. Consequences of Non-Compliance and Hardship Exemption
III. Paperwork Reduction Act
IV. Cost-Benefit Analysis
V. Consideration of Burden on Competition and Promotion of 
Efficiency, Competition and Capital Formation
VI. Final Regulatory Flexibility Act Analysis
VII. Statutory Authority and Text of Amendments

I. Introduction and Background

 A. Introduction

    On May 30, 2008, we issued a release in which we proposed for 
public comment amendments requiring companies to provide their 
financial statements to the Commission and on their corporate Web sites 
in interactive data format using XBRL.\27\ In this release, we are 
adopting the amendments substantially as proposed, but with the 
modifications discussed below.
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    \27\ We proposed the amendments in Release No. 33-8924 (May 30, 
2008) [73 FR 32794]. The comment letters we received in response to 
the proposing release were filed in File Number S7-11-08 and are 
available at http://www.sec.gov/comments/s7-11-08/s71108.shtml or 
from our Public Reference Room at 100 F Street, NE., Washington, DC 
20549.
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    Over the last several decades, developments in technology and 
electronic data communication have facilitated greater transparency in 
the form of easier access to, and analysis of, financial reporting and 
disclosures. Technological developments also have significantly 
decreased the time and cost of filing disclosure documents with us. 
Most notably, in 1993 we began to require electronic filing on our 
Electronic Data Gathering, Analysis and Retrieval System (EDGAR).\28\ 
Since then, widespread use of the Internet has vastly decreased the 
time and expense of accessing disclosure filed with us.
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    \28\ In 1993, we began to require domestic issuers to file most 
documents electronically. Release No. 33-6977 (Feb. 23, 1993) [58 FR 
14628]. Electronic filing began with a pilot program in 1984. 
Release No. 33-6539 (June 27, 1984) [49 FR 28044].
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    We continue to update our filing standards and systems as 
technologies improve. These developments assist us in our goal to 
promote efficient and transparent capital markets. For

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example, since 2003 we have required electronic filing of certain 
ownership reports \29\ filed on Forms 3,\30\ 4,\31\ and 5 \32\ in a 
format that provides interactive data, and recently we adopted similar 
rules governing the filing of Form D.\33\ In addition, recently we have 
encouraged, and in some cases required, public reporting companies and 
mutual funds to provide disclosures and communicate with investors 
using the Internet.\34\ Now, as part of our continuing efforts to 
assist investors who use Commission disclosures, as well as filers of 
that disclosure, we are adopting rules to require that financial 
statements be provided in a format that makes the information they 
contain interactive.
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    \29\ Release No. 33-8230 (May 7, 2003) [68 FR 25788 and 37044 
(correction)] (required electronic filing of ownership reports) and 
Release No. 33-8891 (Feb. 6, 2008) [73 FR 10592] (required 
electronic filing of Form D [17 CFR 239.500]).
    \30\ 17 CFR 249.103 and 274.202.
    \31\ 17 CFR 249.104 and 274.203.
    \32\ 17 CFR 249.105.
    \33\ 17 CFR 239.500.
    \34\ See, e.g., Release No. 34-56135 (July 26, 2007) [72 FR 
42222]; Release No. 34-55146 (Jan. 22, 2007) [72 FR 4148]; Release 
No. 34-52056 (July 19, 2005) [70 FR 44722]; Release No. 33-8861 
(November 21, 2007) [72 FR 67790]; and Release No. 34-57172 (Jan. 
18, 2008) [73 FR 4450].
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    Our adoption of the new rules is consistent with the recently 
announced plan to replace the EDGAR system with the Interactive Data 
Electronic Applications (IDEA) system. Based on a completely new 
architecture being built from the ground up, it will at first 
supplement and then eventually replace the EDGAR system. IDEA will 
facilitate the use and analysis of information submitted to the 
Commission in interactive data format.\35\
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    \35\ Press Release No. 2008-179 (Aug. 19, 2008).
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    The new rules build on our voluntary filer program, started in 
2005,\36\ that allowed us to evaluate certain uses of interactive data. 
The Commission has evaluated interactive data from an investor's 
perspective in several ways, including holding a roundtable focused on 
investor/analyst needs from interactive data, meeting with various 
investor focused data service providers to understand the ways in which 
interactive data could improve their ability to serve investors, and, 
at the staff level, experimenting with analysis capabilities using the 
Commission's viewer and other existing XBRL software. The voluntary 
program allows companies to submit financial statements on a 
supplemental basis in interactive format as exhibits to specified 
filings under the Exchange Act and the Investment Company Act of 1940 
(Investment Company Act).\37\ Companies that participate in the program 
still are required to file their financial statements in American 
Standard Code for Information Interchange (ASCII) or HyperText Markup 
Language (HTML).\38\ In 2007, we extended the program to enable mutual 
funds voluntarily to submit in interactive data format supplemental 
information contained in the risk/return summary section of their 
prospectuses.\39\ Over 100 companies have participated in the voluntary 
program. These companies span a wide range of industries and company 
characteristics, and have a total public float of over $2 trillion.
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    \36\ Release No. 33-8529 (Feb. 3, 2005) [70 FR 6556].
    \37\ 15 U.S.C. 80a-1 et seq.
    \38\ HTML is a standardized language commonly used to present 
text and other information on Web sites.
    \39\ Release No. 33-8823 (July 11, 2007) [72 FR 39290].
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    Interactive data can create new ways for investors, analysts, and 
others to retrieve and use financial information in documents filed 
with us. For example, users of financial information will be able to 
download it directly into spreadsheets, analyze it using commercial 
off-the-shelf software, or use it within investment models in other 
software formats. Through interactive data, what is currently static, 
text-based information can be dynamically searched and analyzed, 
facilitating the comparison of financial and business performance 
across companies, reporting periods, and industries.
    Interactive data also provide a significant opportunity to automate 
regulatory filings and business information processing, with the 
potential to increase the speed, accuracy, and usability of financial 
disclosure. Such automation could eventually reduce costs. A company 
that uses a standardized interactive data format at earlier stages of 
its reporting cycle could reduce the need for repetitive data entry 
and, therefore, the likelihood of human error. In this way, interactive 
data may improve the quality of information while reducing its cost.
    Also, to the extent investors currently are required to pay for 
access to annual or quarterly report disclosure that has been extracted 
and reformatted into an interactive data format by third-party sources, 
the availability of interactive data in Commission filings will allow 
investors to avoid additional costs associated with third party 
sources.
    We believe that requiring issuers to file their financial 
statements using interactive data format will enable investors, 
analysts, and the Commission staff to capture and analyze that 
information more quickly and at less cost than is possible using the 
same financial information provided in a static format. Any investor 
with a computer and an Internet connection will have the ability to 
acquire and download interactive financial data that have generally 
been available only to large institutional users. The new interactive 
data requirements will not change disclosure requirements under the 
federal securities laws and regulations, but will add a requirement to 
include financial statements in a new interactive data format as an 
exhibit. Thus, the requirement that filers provide financial statements 
using interactive data will not otherwise alter at all the disclosure 
or formatting standards of periodic or other reports,\40\ registration 
statements,\41\ or transition reports.\42\ These filings will continue 
to be available as they are today for those who prefer to view the 
traditional text-based document.
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    \40\ These reports include reports on Forms 8-K and 6-K that 
either are required to be filed as a result of information regarding 
specified events or are filed voluntarily to disclose other 
information.
    \41\ Unless otherwise stated, when we refer to registration 
statements, we mean registration statements filed under the 
Securities Act.
    \42\ Transition reports generally must be filed when an issuer 
changes its fiscal closing date. The transition report covers the 
resulting transition period between the closing date of its most 
recent fiscal year and the opening date of its new fiscal year. See 
Rules 13a-10 [17 CFR 240.13a-10] and 15d-10 [17 CFR 240.15d-10]. 
Unless otherwise stated, when we refer to Exchange Act reports, 
periodic reports, or ``reports,'' we mean quarterly and annual 
periodic reports as well as transition reports.
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    We received 79 comment letters relating to the proposing release 
from domestic and foreign commenters including investor groups, pension 
funds, corporations, accounting and law firms, vendors and service 
providers, individuals, and corporate, professional and trade 
associations. Many commenters generally supported the proposed 
requirement to submit financial information in interactive data format, 
but many also expressed concern about specific aspects of the proposed 
rules including, in particular, the proposed phase-in requirement, 
detailed tagging of footnotes and liability related to the interactive 
data file. The final amendments adopt the rules substantially as 
proposed, with some changes to address issues expressed in the comment 
letters. We discuss specific comments where applicable throughout this 
release.

[[Page 6778]]

B. Current Filing Technology and Interactive Data

    Companies filing electronically are required to file their 
registration statements, quarterly, annual and current reports, and 
transition reports in ASCII or HTML format.\43\ Also, to a limited 
degree, our electronic filing system uses other formats for internal 
processing and document-type identification. For example, our system 
uses eXtensible Markup Language (XML) to process reports of beneficial 
ownership of equity securities on Forms 3, 4, and 5 under Section 16(a) 
of the Exchange Act.\44\
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    \43\ Rule 301 under Regulation S-T [17 CFR 232.301] requires 
electronic filings to comply with the EDGAR Filer Manual, and 
Section 5.1 of the Filer Manual requires that electronic filings be 
in ASCII or HTML format. Rule 104 under Regulation S-T [17 CFR 
232.104] permits filers to submit voluntarily as an adjunct to their 
official filings in ASCII or HTML unofficial PDF copies of filed 
documents. Unless otherwise stated, we refer to filings in ASCII or 
HTML as traditional format filings.
    \44\ 15 U.S.C. 78p(a).
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    Electronic formats such as HTML, XML, and XBRL are open standards 
\45\ that define or ``tag'' data using standard definitions. The tags 
establish a consistent structure of identity and context. This 
consistent structure can be recognized and processed by a variety of 
different software applications. In the case of HTML, the standardized 
tags enable Web browsers to present Web sites' embedded text and 
information in predictable format. In the case of XBRL, software 
applications, such as databases, financial reporting systems, and 
spreadsheets, recognize and process tagged financial information. XBRL 
was derived from the XML standard. It was developed and continues to be 
supported by XBRL International, a consortium of approximately 550 
organizations representing many elements of the financial reporting 
community worldwide. XBRL U.S., the international organization's U.S. 
jurisdiction representative, is a non-profit organization \46\ that 
includes companies, public accounting firms, software developers, 
filing agents, data aggregators, stock exchanges, regulators, financial 
services companies, and industry associations.\47\ In 2006, the 
Commission contracted with XBRL U.S. to develop the taxonomy or 
standard list of tags necessary for financial reporting in interactive 
format consistent with U.S. GAAP and Commission regulations.\48\ In 
developing the taxonomy, XBRL U.S., which is responsible for the 
content of the taxonomy, included items required by U.S. GAAP and the 
Commission's regulations, however they also included other items that 
are commonly used by companies in their financial statements. In 
addition to undergoing a public review and comment period, the taxonomy 
was reviewed by the staff of the Financial Accounting Standards Board 
(FASB) and the Commission. The FASB staff is involved in the process 
for creating and reviewing tags for new accounting pronouncements as 
they are published and in the future the draft tags may even be 
published with the accounting standard. Currently, the Commission has a 
contract with XBRL U.S. to develop the standard list of tags for the 
risk/return summary section of mutual fund prospectuses and the 
schedule of investments for investment companies.
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    \45\ The term ``open standard'' is generally applied to 
technological specifications that are widely available to the 
public, royalty-free, at minimal or no cost.
    \46\ XBRL U.S. is a 501(c)(6) organization. Internal Revenue 
Code section 501(c)(6) applies to ``Business leagues, chambers of 
commerce, real-estate boards, boards of trade, or professional 
football leagues (whether or not administering a pension fund for 
football players), not organized for profit and no part of the net 
earnings of which inures to the benefit of any private shareholder 
or individual.'' See 26 U.S.C. 501(c)(6).
    \47\ XBRL U.S. supports efforts to promote interactive financial 
and business data specific to the U.S., including U.S. GAAP.
    \48\ That contract has been completed.
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    Financial reporting in interactive format requires a standard list 
of tags. These tags are similar to definitions in an ordinary 
dictionary, and they cover a variety of financial concepts that can be 
read and understood by software applications. For financial statements 
prepared in accordance with U.S. GAAP, a filer will use the list of 
tags for U.S. financial statement reporting.\49\ This list of tags 
contains descriptive labels, definitions, authoritative references to 
U.S. GAAP and Commission regulations where applicable, and other 
elements, all of which provide the contextual information necessary for 
interactive data \50\ to be recognized and processed by software.\51\
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    \49\ Unless stated otherwise, when we refer to the ``list of 
tags for U.S. financial statement reporting'' we mean the 
interactive data taxonomy as approved by XBRL U.S. that is based on 
U.S. GAAP, Commission regulations, and common financial reporting 
practices used in the preparation of financial statements in the 
U.S.
    \50\ The new rules define the interactive data in machine-
readable format required to be submitted as the ``interactive data 
file,'' which will be required with every interactive data 
submission. See Sec.  232.11 of Regulation S-T.
    \51\ For example, contextual information will identify the 
entity to which it relates, usually by using the filer's CIK number. 
A hypothetical filer converting its traditional electronic 
disclosure of $1,000,000 of net sales would have to create 
interactive data that identify what the 1,000,000 represents, net 
sales, and the currency in which it is disclosed, dollars. The 
contextual information will include other information as necessary; 
for example, whether it relates to an annual report or quarterly 
report, the financial reporting period, continuing or discontinued 
operations, or actual, restated, forecast, pro forma or other type 
of disclosure.
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    Data tags are applied to financial statements by using commercially 
available software that guides a preparer to tag information in the 
financial statements with the appropriate tags in the standard list. 
Each element in the standard list of tags has a standard label. A 
company can therefore match the standard labels to each caption in its 
financial statements. Occasionally, because filers have considerable 
flexibility in how financial information is reported under U.S. 
reporting standards, it is possible that a company may wish to use a 
non-standard financial statement line item that is not included in the 
standard list of tags. In this situation, a company will create a 
company-specific element, called an extension.\52\ For example, what a 
company identifies in its traditional format financial statements as 
``operating revenues'' may be associated with an element that has ``net 
revenues'' as the standard label. In this situation, a company will 
need to change, or extend, the standard label to become ``operating 
revenues'' when it tags that disclosure with the element.\53\ A company 
may choose to tag its own financial statements using commercially 
available software, or it may choose instead to outsource the tagging 
process.
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    \52\ In other cases, without a relevant and appropriate tag in 
the list of tags, a company will be required to create an extension 
in order to provide interactive data that are equivalent to the 
corresponding portion of the traditional format filing.
    \53\ Unless otherwise stated, extensions, whether relating to an 
element or a label, are not part of the standard list of tags.
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    By the same process, a filer that prepares its financial statements 
in accordance with IFRS as issued by the IASB \54\ will use the IFRS 
list of tags to

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create its interactive data-formatted financial statements.\55\ The 
IFRS list of tags contains descriptive labels, authoritative references 
to IFRS where applicable, and other elements and concepts that provide 
the contextual information necessary for interactive data to be 
recognized and processed by software. The IASCF has developed the IFRS 
list of tags. To create interactive data using the IFRS list of tags, 
an issuer generally will need to follow the same mapping, extension and 
tagging process as will a company that uses the list of tags for U.S. 
financial statement reporting. As further discussed below, the IASCF is 
collaborating with XBRL U.S. and other parties to align the U.S. GAAP 
and IFRS lists of tags to make them more interoperable and comparable. 
This collaboration involves the development of the appropriate scope 
for the IFRS list of tags' content and technology architecture and 
currently totals 2,700 IFRS tags.
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    \54\ As used in this release, the phrase ``IFRS as issued by the 
IASB'' refers to the authoritative text of IFRS, which, according to 
the Constitution of the International Accounting Standards Committee 
Foundation (IASCF), is published in English. See ``International 
Financial Reporting Standards, including International Accounting 
Standards and Interpretations as at 1 January 2007,'' Preface to 
International Financial Reporting Standards, at paragraph 23. See 
http://www.iasb.org/xbrl/index.html. The IASCF released the 2008 
taxonomy (list of tags) on March 31, 2008. See IASB Press Release, 
The IASC Foundation publishes IFRS Taxonomy 2008, (March 31, 2008). 
Following a 60-day public consultation period, the IASCF published 
the final list of tags in June 2008. See IASB Press Release IASC 
Foundation publishes IFRS Taxonomy 2008 (June 24, 2008). Recently, 
the IASC published the IFRS Taxonomy Guide. See IASB Press Release, 
The IASC Foundation publishes the IFRS Taxonomy Guide (August 28, 
2008).
    \55\ Unless stated otherwise, when we refer to the ``IFRS list 
of tags'' we mean the list of tags for financial statements prepared 
in accordance with IFRS as issued by the IASB.
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    Because financial statements in interactive data format are 
intended to be processed by software applications, the unprocessed data 
are not readable by humans. Thus, viewers are necessary to convert or 
``render'' the interactive data file to human readable format. Some 
viewers are similar to Web browsers used to read HTML files.
    The Commission's Web site currently provides links to viewers that 
allow the public to easily read company disclosures submitted using 
interactive data. These viewers are intended to demonstrate the 
capability of software to present interactive data in human-readable 
form and to provide open source software to give developers a free 
resource they can use as is or build upon. As noted above, software 
also is able to process interactive data so as to automate and, as a 
result, facilitate access to and analysis of tagged data. In addition, 
we are aware of other applications under development that may provide 
additional and advanced functionality.

C. The Commission's Multiyear Evaluation of Interactive Data and 
Overview of New Rules

    In 2004, we began to assess the benefits of interactive data and 
its potential to improve the timeliness and accuracy of financial 
disclosure and analysis of Commission filings.\56\ As part of this 
evaluation, we adopted rules in 2005 that permitted filers, on a 
voluntary basis, to provide financial disclosure in interactive data 
format as an exhibit to certain filings on our electronic filing 
system. The voluntary program has been based on an earlier version of 
the list of tags for U.S. financial statement reporting, which does not 
include a full array of standard elements for financial statement 
footnotes and schedules. After more than two years of increasing 
participation, 100 companies have chosen to provide interactive data 
financial reporting.\57\
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    \56\ Press Release No. 2004-97 (July 22, 2004).
    \57\ A viewer for the voluntary program is available at http://www.sec.gov/spotlight/xbrl/xbrlwebapp.shtml. This viewer maintains a 
running total of companies and filers submitting data as part of the 
voluntary program. As of January 2, 2009, 125 companies had 
submitted over 540 interactive data reports.
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    During this time, we have kept informed of technology advances and 
other interactive data developments. We note that several U.S. and 
foreign regulators have begun to incorporate interactive data into 
their financial reporting systems.\58\ In the U.S., the Federal Deposit 
Insurance Corporation (FDIC), the Federal Reserve, and the Office of 
the Comptroller of the Currency (OCC) require the use of XBRL.\59\ 
Since 2006, approximately 8,200 U.S. financial institutions have been 
using XBRL to submit quarterly reports to banking regulators.\60\ 
Internationally, countries that require or have instituted voluntary or 
pilot programs for XBRL financial reporting include Australia, Belgium, 
Canada, China, Denmark, France, Germany, Ireland, Israel, Japan, Korea, 
Luxembourg, the Netherlands, New Zealand, Norway, Singapore, Spain, 
Sweden, Thailand and the United Kingdom.\61\
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    \58\ However, well-developed and widespread application of XBRL 
to financial reports used by investors is not yet the international 
norm. According to the commenter EuropeanIssuers, ``XBRL is 
permitted or required by regulators * * * only * * * for certain 
reports filed with banking regulators or unconsolidated financial 
statements filed with the commercial registries [and] XBRL is not 
currently being used in Europe for financial reporting to 
investors.'' EuropeanIssuers is a non-profit pan-European 
organization formed when the European Association of Listed 
Companies and the Union of Issuers Quoted in Europe combined their 
organizations in 2008. The organization states that it represents 
the vast majority of publicly quoted companies in Europe.
    \59\ Since 2005, the FDIC, Federal Reserve, and the OCC have 
required the insured institutions that they oversee to file their 
quarterly Consolidated Reports of Condition and Income (called Call 
Reports) in interactive data format using XBRL. Call Reports, which 
include data about an institution's balance sheet and income 
statement, are used by these federal agencies to assess the 
financial health and risk profile of the financial institution.
    \60\ See Improved Business Process Through XBRL: A Use Case for 
Business Reporting, available at http://www.xbrl.org/us/us/FFIEC%20White%20Paper%2002Feb2006.pdf.
    \61\ See XBRL International Progress Report (November 2007), 
available at http://www.xbrl.org/ProgressReports/2007_11_XBRL_Progress_Report.pdf.
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    We also have kept informed of relevant advances and developments by 
hosting roundtables on the topic of interactive data financial 
reporting,\62\ creating the Commission's Office of Interactive 
Disclosure,\63\ and meeting with international securities regulators to 
discuss, among other items, timetables for implementation of 
interactive data initiatives for financial reporting.\64\ Also, staff 
of the Commission attended meetings of the Advisory Committee on 
Improvements to Financial Reporting (CIFiR) in which the committee 
discussed proposals for financial reporting using interactive data.\65\ 
We also have reviewed written statements and public comments received 
by CIFiR on its XBRL developed proposal \66\ that preceded its XBRL 
final recommendation.
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    \62\ See materials available at http://www.sec.gov/spotlight/xbrl/xbrl-meetings.shtml.
    \63\ Press Release No. 2007-213 (October 9, 2007).
    \64\ Press Release No. 2007-227 (November 9, 2007).
    \65\ For example, CIFiR conducted an open meeting on March 14, 
2008 in which it heard reactions from an invited panel of 
participants to CIFiR's developed proposal regarding required filing 
of financial information using interactive data. An archived Web 
cast of the meeting is available at http://sec.gov/about/offices/oca/cifir.shtml. The March 14, 2008 panelists presented their views 
and engaged with CIFiR members regarding issues relating to 
requiring interactive data tagged financial statements, including 
tag list and technological developments, implications for large and 
small public companies, needs of investors, necessity of assurance 
and verification of such tagged financial statements, and legal 
implications arising from such tagging. Also, CIFiR has provided to 
the Commission a Final Report that recommends that the Commission, 
over the long term, require the filing of financial information 
using interactive data once specified conditions are satisfied. See 
Final Report of the Advisory Committee on Improvements to Financial 
Reporting to the United States Securities and Exchange Commission 
(Aug. 1, 2008) (Final Report), available at http://www.sec.gov/about/offices/oca/acifr/acifr-finalreport.pdf. CIFiR's 
recommendation is discussed more fully in Part II.B.2 below.
    \66\ See Progress Report of the Advisory Committee on 
Improvements to Financial Reporting to the United States Securities 
and Exchange Commission (Feb. 14, 2008) (Progress Report), available 
at http://www.sec.gov/rules/other/2008/33-8896.pdf. The XBRL 
developed proposal appears in chapter 4 of the Progress Report. 
Written statements of panelists at the March 14, 2008 meeting and 
public comments received on the Progress Report are available at 
http://sec.gov/comments/265-24/265-24.shtml.
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    Building on our experience from the voluntary program, and our 
participation in the other initiatives described above, we proposed 
rules to require financial reporting using interactive data, and are 
now adopting

[[Page 6780]]

those rules with the modifications discussed below. The rules will 
apply to domestic and foreign public companies that prepare their 
financial statements in accordance with U.S. GAAP, and foreign private 
issuers that prepare their financial statements in accordance with IFRS 
as issued by the IASB. Filers will be required to include an exhibit 
containing interactive data with their Securities Act registration 
statements, quarterly, if applicable, and annual reports, and 
transition reports, as well as reports on Forms 8-K \67\ or 6-K that 
contain specified financial statements.\68\ Filers also will be 
required to provide it on their company Web sites.\69\ We believe 
requiring the submission and posting of interactive data has the 
potential to provide advantages for the investing public by making 
financial data more accessible, timely, inexpensive and easier to 
analyze.
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    \67\ 17 CFR 249.308.
    \68\ The specified financial statements are discussed in detail 
in n. 74.
    \69\ The new rules will not include any investment company that 
is registered under the Investment Company Act or any ``business 
development company,'' as defined in Section 2(a)(48) of that Act 
[15 U.S.C. 80a-2(a)(48)]. Business development companies are a 
category of closed-end investment companies that are not required to 
register under that Act. The new rules also will not include any 
entity that reports under the Exchange Act and prepares its 
financial statements in accordance with Article 6 of Regulation S-X 
[17 CFR 210.6-01 et seq.]. The new rules will not apply to these 
entities because the standard list of tags for investment management 
is under development.
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    By enabling filers to further automate their financial processes, 
interactive data may eventually help filers improve the timeliness of, 
and speed at which they generate, financial information, while reducing 
the cost of filing and potentially increasing the accuracy of the 
information. For example, with standardized interactive data tags, 
registration statements and periodic and current reports may require 
less time for information gathering and review. Also, standardized 
interactive data tagging may enhance the ability of an issuer's in-
house financial professionals to identify and correct errors in the 
issuer's registration statements and periodic and current reports filed 
in traditional electronic format. Filers also may gain benefits not 
directly related to public financial disclosures. For example, filers 
that use interactive data may be able to consolidate enterprise 
financial information more quickly and potentially more reliably across 
operating units with different accounting systems. However, we 
recognize that at the outset, filers will most likely prepare their 
interactive data as an additional step after their financial statements 
have been prepared.

D. Summary of Adopted Amendments

    The principal elements of the new rules are as follows:
     Domestic and foreign large accelerated filers \70\ that 
use U.S. GAAP and have a worldwide public common equity float above $5 
billion \71\ as of the end of the second fiscal quarter of their most 
recently completed fiscal year \72\ will provide to the Commission a 
new exhibit.\73\ The exhibit will be required with such filers' 
Securities Act registration statements, quarterly, if applicable, and 
annual reports, and transition reports, as well as reports on Form 8-K 
or Form 6-K that contain revised or updated financial statements.\74\ 
The exhibit will contain the financial statements \75\ and any 
applicable financial statement schedules in interactive data format. 
The requirement will apply beginning with a periodic report on Form 10-
Q, Form 20-F or Form 40-F containing financial statements for a fiscal 
period ending on or after June 15, 2009.
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    \70\ Exchange Act Rule 12b-2 [17 CFR 240.12b-2] generally 
defines ``large accelerated filer'' as an issuer that has common 
equity held by unaffiliated persons with a value of at least $700 
million, has been subject to the Exchange Act's periodic reporting 
requirements for at least 12 months, has filed at least one annual 
report, and is not eligible to use the disclosure requirements 
available to smaller reporting companies for its periodic reports.
    \71\ The $5 billion cutoff will establish a category of 
approximately 500 filers that will be subject to the interactive 
data requirements in the first year.
    \72\ The proposing release at n. 89 stated our intention that 
the float measurement date be consistent with the measurement date 
for determining large accelerated filer status. Throughout the 
proposing release, however, we inadvertently characterized the 
measurement date as the end of the most recently completed second 
fiscal quarter rather than the end of the second fiscal quarter of 
the most recently completed fiscal year. We now characterize the 
measurement date in the latter manner to conform it to our stated 
intention.
    \73\ Interactive data will be required as an exhibit to a 
Securities Act registration statement that contains financial 
statements, such as a Form S-1 [17 CFR 239.11], but not required in 
connection with an initial public offering. Interactive data will 
not be required as an exhibit to a Securities Act registration 
statement that does not contain financial statements, such as a Form 
S-3 or other form filed by an issuer that is eligible to and does 
incorporate by reference all required financial statements from its 
periodic reports. Also, interactive data will not be required as an 
exhibit to an Exchange Act registration statement.
    \74\ In connection with registration statements where historical 
financial statements are incorporated by reference, issuers often 
file under cover of Form 8-K or 6-K their revised audited annual 
financial statements when their previously filed annual financial 
statements are required to be revised, pursuant to applicable 
accounting standards, to reflect the effects of certain subsequent 
events, including a discontinued operation, a change in reportable 
segments, or a change in accounting principle. Also, foreign private 
issuers occasionally may file current interim financial statements 
pursuant to the nine-month updating requirement of Item 8.A.5 of 
Form 20-F under cover of Form 6-K which are incorporated by 
reference into a registration statement. In these circumstances, the 
interactive data exhibit will be required to be included in the Form 
8-K or 6-K to accompany the traditional format financial statements 
to which they relate. Interactive data exhibits related to financial 
statements that have been restated to correct an accounting error 
will be required to be included in any amended registration 
statement or periodic report or transition report that contains the 
restated traditional format financial statements. The requirement to 
submit restated financial statements in interactive data format in 
such an instance would depend on whether the original filing 
contained financial statements for fiscal periods regarding which 
the filer was subject to the interactive data requirements. For 
instance, for those filers in the first phase-in period, the 
financial statements being restated would only have to be submitted 
in interactive data format if they were originally for fiscal 
periods ending on or after June 15, 2009.
    \75\ When we refer to financial statements, we mean the face of 
the financial statements and accompanying footnotes. The face of the 
financial statements refers to the statement of financial position 
(balance sheet), income statement, statement of comprehensive 
income, statement of cash flows, and statement of owners' equity, as 
required by Commission regulations. References to the financial 
statements as required for interactive data reporting include any 
required schedules to the financial statements, unless we expressly 
state otherwise.
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     All other domestic and foreign large accelerated filers 
using U.S. GAAP will be subject to the same interactive data reporting 
requirements the following year, beginning with a periodic report on 
Form 10-Q, Form 20-F or Form 40-F containing financial statements for a 
fiscal period ending on or after June 15, 2010.
     All remaining filers using U.S. GAAP, including smaller 
reporting companies,\76\ and all foreign private issuers that prepare 
their financial statements in accordance with IFRS as issued by the 
IASB,\77\ will be subject to the same interactive data reporting 
requirements beginning with a periodic report on Form 10-Q, Form 20-F 
or Form 40-F containing financial statements for a fiscal period ending 
on or after June 15, 2011.
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    \76\ Item 10(f)(1) of Regulation S-K [17 CFR 229.10(f)(1)], Rule 
405 under the Securities Act [17 CFR 230.405] and Rule 12b-2 under 
the Exchange Act [17 CFR 240.12b-2] define the term ``smaller 
reporting company,'' in general, as a company that has common equity 
securities held by non-affiliates with a market value of less than 
$75 million or, if that value cannot be calculated, had less than 
$50 million in revenue in the prior fiscal year.
    \77\ The amendments will not require or permit foreign private 
issuers that prepare their financial statements in accordance with a 
variation of IFRS as issued by the IASB to provide interactive data.
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     Filers that first become subject to the requirement to 
submit interactive data after year three (i.e., companies that become 
subject to our reporting requirements after the phase-in is complete), 
will first be required to

[[Page 6781]]

submit an interactive data file for their first periodic report on Form 
10-Q or first annual report on Form 20-F or Form 40-F, as applicable.
     The amendments will not alter the requirements to provide 
financial statements and any required financial statement schedules 
with the traditional format filings.
     Financial statements in interactive data format will be 
provided as exhibits identified in Item 601(b) of Regulation S-K and 
Forms F-9, F-10, 20-F, 6-K and 40-F.\78\
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    \78\ The adopted interactive data requirements would not apply 
to asset-backed filings because issuer financial statements are 
generally not required or provided in filings made pursuant to 
Regulation AB (17 CFR 229.1100 et seq.).
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     Financial statement footnotes and financial statement 
schedules initially will be tagged individually as a block of text. 
After a year of such tagging, a filer also will be required to tag the 
detailed quantitative disclosures within the footnotes and schedules 
and will be permitted, but not required, to the extent they choose, to 
tag each narrative disclosure.
     The amendments will require the financial information and 
document and entity identifier elements, such as the form type, company 
name, and public float, to be tagged according to Regulation S-T and 
the EDGAR Filer Manual.\79\
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    \79\ New Rule 405 of Regulation S-T will directly set forth the 
basic tagging requirements and indirectly set forth the rest of the 
tagging requirements through the requirement to comply with the 
EDGAR Filer Manual. Consistent with new Rule 405, the Filer Manual 
will contain the technical tagging requirements.
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     Interactive data exhibits will be required at the same 
time as the rest of the related report or Securities Act registration 
statement, except for the following two circumstances. The initial 
interactive data exhibit of a filer will be required within 30 days 
after the earlier of the due date or filing date of the related report 
or registration statement, as applicable. In year two, a filer will 
have a similar 30 day grace period for its first interactive data 
exhibit that includes detailed tagging of its footnotes and schedules.
     A filer required to provide financial statements in 
interactive data format to the Commission also will be required to post 
those financial statements in interactive data format on its corporate 
Web site not later than the end of the calendar day it filed or was 
required to file the related registration statement or report with the 
Commission, whichever is earlier.\80\
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    \80\ The day the registration statement or report is submitted 
electronically to the Commission may not be the business day on 
which it was deemed officially filed. For example, a filing 
submitted after 5:30 p.m. generally is not deemed officially filed 
until the following business day. Under the new rules, the Web 
posting will be required at any time on the same calendar day that 
the related registration statement or report is deemed officially 
filed or required to be filed, whichever is earlier.
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     Filers that do not provide or post required interactive 
data on the date required will be deemed not current with their 
Exchange Act reports and, as a result, will not be eligible to use the 
short Form S-3, F-3, or S-8, or elect under Form S-4 or F-4 to provide 
information at a level prescribed by Form S-3 or F-3. Similarly, such 
filers will not be deemed to have available adequate current public 
information for purposes of the resale exemption safe harbor provided 
by Rule 144.\81\ A filer that is deemed not current solely as a result 
of not providing or posting an interactive data exhibit when required 
will be deemed current upon providing or posting the interactive data. 
Therefore it will regain current status for purposes of short form 
registration statement eligibility, and determining adequate current 
public information under Rule 144. As such, it will not lose its status 
as having ``timely'' filed its Exchange Act reports solely as a result 
of the delay in providing interactive data.\82\
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    \81\ 17 CFR 230.144.
    \82\ Filers that do not provide or post required interactive 
data on the date required with respect to a Securities Act filing 
will be deemed not current with their Exchange Act reports.
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     Companies that are not required to provide interactive 
data until a later time will have the option to do so earlier and may 
provide interactive data at their discretion until required by the 
amendments. Such a company may also tag footnotes individually as a 
block of text until required to tag the detailed quantitative 
disclosures within the footnotes and schedules, but otherwise must 
follow the same requirements as those mandated and can only use a grace 
period for its initial submission and the initial detail-tagged-
footnote submission, whether submitted voluntarily or as required by 
the amendments.
     Companies may cease voluntary submissions at any time and 
need not tag their financial data at a pace other than at which the 
rules otherwise would require.
     The voluntary program rules will be modified to permit 
investment companies to participate, but to exclude non-investment 
company participation. As a result, the voluntary program will continue 
for the financial statements of investment companies that are 
registered under the Investment Company Act, and business development 
companies and other entities that report under the Exchange Act and 
prepare their financial statements in accordance with Article 6 of 
Regulation S-X.\83\
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    \83\ On December 17, 2008, the Commission voted to adopt rules 
requiring interactive data for the risk/return summary section of 
mutual fund prospectuses. See Press Release No. 2008-300 (December 
18, 2008). See also Release No. 33-8929 (June 10, 2008) [73 FR 
35442] (mutual fund proposing release).
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     An interactive data file generally will be subject to the 
federal securities laws in a modified manner similar to that of the 
voluntary program if the filer submits the interactive data file within 
24 months of the time the filer first is required to submit interactive 
data files but no later than October 31, 2014. During the time a 
filer's interactive data files are treated in this modified manner, 
they will be
    [cir] Deemed not filed for purposes of specified liability 
provisions; and
    [cir] Protected from liability for failure to comply with the 
tagging requirements if the interactive data file failed to meet those 
requirements but the failure occurred despite the filer's good faith 
effort and the filer corrected the failure promptly after becoming 
aware of it.\84\
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    \84\ Although the interactive data formatted version of the 
financial statements will be provided in a separate exhibit and 
subject to modified liability during the specified period, the 
financial statements themselves will, of course, continue to be part 
of the registration statement or report and therefore subject to the 
full panoply of the federal securities laws, including, without 
limitation, Sections 11, 12(a)(2) and 17 of the Securities Act and 
Sections 10(b), 13 and 18 of the Exchange Act.
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     Also similar to the voluntary program, interactive data 
files will be excluded from the officer certification requirements 
under Rules 13a-14 and 15d-14 of the Exchange Act.
    The principal changes from the proposing release include:
     Modified treatment of liability for the interactive data 
files under the federal securities laws only will be available for 
interactive data files that a filer submits within 24 months of the 
time the filer first is required to submit interactive data files and 
no later than October 31, 2014.
     The phase-in schedule has been changed from the proposal. 
The filers that will be phased in during year one will first be 
required to submit an interactive data file for a periodic report on 
Form 10-Q, Form 20-F or Form 40-F containing financial statements for a 
fiscal period ended on or after June 15, 2009. Filers that are phased 
in during years two and three will be treated in a similar manner. 
Filers that first become subject to the requirement to submit 
interactive data after year three will first be required to submit an 
interactive data

[[Page 6782]]

file for a quarterly report on Form 10-Q or annual report on Form 20-F 
or Form 40-F, as applicable.
     The amendments will require that interactive data be 
submitted with a Securities Act registration statement filing only 
after a price or price range has been determined and any later time 
when the financial statements are changed, rather than requiring 
interactive data submissions with each filing.
     The amendments will require companies to submit 
interactive data for financial statements contained in additional 
forms--Securities Act registration statements on Forms F-9 and F-10 and 
periodic reports on Forms 40-F \85\ as well as reports on Forms 8-K and 
Form 6-K that contain revised or updated financial statements.\86\
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    \85\ Similar to Form 20-F, Form 40-F may be used either as a 
periodic report or a registration statement under the Exchange Act. 
As adopted, the amendments will require interactive data for Form 
40-F only when used as a periodic report.
    \86\ See note 74 above.
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     The timing of the required Web site posting has been 
eased. A filer must post the interactive data exhibit on its corporate 
Web site not later than the end of the calendar day it submitted or was 
required to submit the interactive data exhibit, whichever is earlier. 
As proposed, Web site posting would have been required by the end of 
the business rather than calendar day.
     Interactive data will be required to be posted for at 
least 12 months on an issuer's Web site. The proposing release did not 
specify this, but commenters requested clarification.
     While the amendments will require filers to tag separately 
each amount within a footnote or schedule (i.e., monetary value, 
percentage, and number), the rules will permit, but not require, filers 
to tag, to the extent they choose, each narrative disclosure.
    We intend to monitor implementation and, if necessary, make 
appropriate adjustments to the adopted amendments.

II. Discussion of Amendments

A. Submission of Financial Information Using Interactive Data

    For several years XBRL U.S. and its related entities, in 
consultation with the Commission staff and FASB staff, have developed 
and refined the list of tags to classify and define financial 
information in accordance with U.S. financial reporting practices and 
Commission regulations.\87\ Many investors, accountants, and others, 
including companies that have been providing interactive data 
disclosure in the voluntary program, have helped in this process.
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    \87\ Press Release No. 2006-158 (Sept. 25, 2006).
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    Interactive data financial statements using the list of tags for 
U.S. financial statement reporting have been submitted voluntarily to 
us by over 100 companies, some of which have done so since the start of 
the voluntary program. The list of tags for U.S. financial statement 
reporting has expanded significantly since the original version 
available for the voluntary program.\88\ During this period, there has 
been a continuous increase in both the number and capabilities of 
software products and applications for users of interactive data, as 
well as of the services to assist companies to tag their financial 
statements using interactive data.\89\ The growing number of software 
applications available to preparers and consumers is helping make 
interactive data increasingly useful to both institutional and retail 
investors, as well as to other participants in the U.S. and global 
capital markets. On this basis, we believe interactive data, and in 
particular the XBRL standard, is growing and that the updated list of 
tags for U.S. financial statement reporting is now sufficiently 
comprehensive to require that U.S. GAAP-reporting companies provide 
their financial statements in interactive data format using XBRL.\90\ 
We anticipate that there will be a further update of this list of tags 
in February 2009 but that the newer tags will not differ significantly 
from the old list and that any update would not pose an additional 
burden to the tagging process.
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    \88\ When we adopted the voluntary program, the list of tags for 
U.S. GAAP financial statement reporting contained approximately 
4,000 data elements. The list of tags released on April 28, 2008 
contains approximately 13,000 data elements, with the most 
significant additions relating to the development of elements for 
standard U.S. GAAP footnote disclosure.
    \89\ Press Release No. 2007-253 (Dec. 5, 2007).
    \90\ As previously noted, however, the new rules will not apply 
to investment companies registered under the Investment Company Act 
and other entities.
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    With respect to the list of tags for IFRS financial reporting, the 
IASCF has, over several years, developed a list of tags designed to 
classify and define financial information in accordance with 
international accounting standards as issued by the IASB. Over the 
course of the past year, the IASCF has worked to strengthen the 
development of its list of tags by forming an XBRL Advisory Committee 
and an XBRL Quality Reporting Team, both consisting of international 
representatives from investors, auditors, accountants, regulators and 
others. On March 31, 2008, the IASCF published a near final version of 
the list of tags for IFRS financial reporting,\91\ which was subject to 
public comment through May 30, 2008.\92\ On June 24, 2008, the IASCF 
published the final version.\93\ In addition, the IASCF is 
collaborating with XBRL U.S., other foreign regulators, accounting 
industry members, analyst/investor groups, XBRL technology/software 
service providers, and others to align practices designed to improve 
and broaden the IFRS list of tags. This collaboration involves the 
development of the appropriate scope for the IFRS list of tags' content 
and technology architecture. On this basis, we believe that the updated 
IFRS list of tags will be sufficiently advanced to require that foreign 
private issuers that prepare their financial statements in accordance 
with IFRS as issued by the IASB provide their financial statements in 
interactive data format under the phase-in schedule we are adopting.
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    \91\ Unless stated otherwise, when we refer to the ``list of 
tags for IFRS financial reporting'' we mean the interactive data 
taxonomy that is based on IFRS as issued by the IASB.
    \92\ See Press Release, The IASC Foundation publishes IFRS 
Taxonomy 2008 (March 31, 2008), available at http://www.iasb.org/News/Press+Releases/The+IASC+Foundation+publishes+IFRS+Taxonomy+2008.htm.
    \93\ See Press Release, The IASC Foundation publishes IFRS 
Taxonomy 2008 (June 24, 2008), available at http://www.iasb.org/News/Press+Releases/IASC+Foundation+publishes+IFRS+Taxonomy+2008.htm.
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    As discussed in more detail below, the new rules set forth a phase-
in period that begins with domestic and foreign large accelerated U.S. 
GAAP filers with a worldwide public common equity float above $5 
billion as of the end of the second fiscal quarter of their most 
recently completed fiscal year. These large accelerated filers will be 
subject to the new rules beginning with their first quarterly report on 
Form 10-Q, or annual report on Form 20-F or Form 40-F, that contains 
financial statements for fiscal periods ending on or after June 15, 
2009. Although it will not be required, we encourage other U.S. GAAP 
filers to provide financial information in interactive data format 
during the phase-in period. In such an instance, these filers' 
voluntary interactive data submissions will be under the rules as 
adopted instead of the existing rules of the voluntary program. We also 
encourage foreign private issuers that prepare their financial 
statements in accordance with IFRS as issued by the IASB to provide 
financial information in interactive data format once EDGAR will accept 
such

[[Page 6783]]

filings.\94\ Prior to this time, such foreign private issuers will be 
unable to submit financial information in interactive data format.
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    \94\ Pursuant to the EDGAR Filer Manual, we will notify filers 
of the ability to file in IFRS on our Web site.
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    The new rules will require filers to provide the same type of 
information in interactive data format that companies have been 
providing in the voluntary program,\95\ together with the following 
items: The footnotes to the financial statements; any applicable 
schedules to the financial statements; and document and entity 
identifier tags, such as company name and public float. As is the case 
in the voluntary program, the new requirement for interactive data 
reporting is intended to be disclosure neutral in that we do not intend 
the rules to result in companies providing more, less, or different 
disclosure for a given disclosure item depending upon the format 
whether ASCII, HTML, or XBRL.
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    \95\ Unlike the voluntary program, unless otherwise stated, an 
interactive data file will be required to be provided with the 
traditional format filing to which it relates. Companies will not be 
permitted to provide an interactive data file with a Form 8-K or 6-K 
unless it presents in interactive data format the revised or updated 
financial statements included in that Form 8-K or 6-K as described 
in footnote 74. See Part II.B.4 for a further discussion.
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    Because we believe that the various electronic formats have uses 
for which each is best suited, we will continue to require the existing 
ASCII and HTML electronic formats now used in filings.\96\ We also 
believe it is necessary to monitor the usefulness of interactive data 
reporting to investors and the cost and ease of providing interactive 
data before we consider discontinuing the use of ASCII and HTML formats 
and the integration of formats. However, the new rules will treat 
interactive data as part of the official filing, instead of as only a 
supplement as is the case in the voluntary program.\97\ Further 
evaluation also will be useful with respect to the availability of 
inexpensive and sophisticated interactive data viewers. In fact, there 
are many software providers and financial printers that are developing 
interactive data viewers. We anticipate that these will become widely 
available and increasingly useful to investors.
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    \96\ For example, HTML currently is best suited for providing 
human-readable text.
    \97\ As further discussed below in Part II.C.3, however, 
interactive data generally will be deemed not filed for purposes of 
specified liability provisions.
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    We expect that the open standard feature of the XBRL format will 
facilitate the development of applications and software, and that some 
of these applications may be made available to the public for free or 
at a relatively low cost. The expected continued improvement in this 
software should give the public increasingly useful ways to view and 
analyze company financial information. As we continue to evaluate the 
use of the new interactive data technologies, software, and lists of 
tags, we may consider proposing rules to require a filing format that 
integrates HTML with XBRL or eliminate financial statement reporting in 
ASCII or HTML format.
    We believe XBRL is the appropriate interactive data format with 
which to supplement ASCII and HTML. Our experience with the voluntary 
program and feedback from company, accounting, and software communities 
point to XBRL as the appropriate open standard for the purposes of this 
rule. XBRL data will be compatible with a wide range of open source and 
proprietary XBRL software applications. As discussed above, many XBRL-
related products exist for analysts, investors, public and private 
companies, and others to create and compare financial data more easily; 
still others are in development, and that process will likely be 
hastened by increased public company reporting using interactive data.
    Most commenters generally supported the required submission of 
interactive data,\98\ but a significant number did not.\99\ Some 
commenters that supported the required submission of interactive data 
believed it would improve the usefulness of financial information to 
companies and investors, and that mandated interactive data use would 
provide the incentives to drive sufficient investment in software to 
enable widespread adoption of interactive data.\100\ Commenters that 
provide interactive data services stated that issuers would need to 
expend only modest cost and effort to comply with the proposed 
requirements.\101\ One commenter stated that it expected that costs 
would fall quickly, especially for small companies, as interactive data 
became part of standard corporate accounting software packages.\102\ 
Another commenter stated that, based on its experience in the voluntary 
program, costs would fall significantly for subsequent 
submissions.\103\ One commenter stated that it expected that preparing 
financial information in interactive data format would result in less 
manual effort and provide the foundation to improve business 
processes.\104\ Similarly, comments on our 2004 concept release and 
proposed rules in 2004 and 2007 generally supported interactive data 
and XBRL in particular.\105\
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    \98\ See, e.g., letters from American Bar Association (ABA), 
American Institute of Certified Public Accountants (AICPA), Astoria 
Financial Corp. (Astoria), California Public Employees' Retirement 
System (CalPERS), EDGAR Online, Inc. (EDGAR Online), and Financial 
Executives International (FEI).
    \99\ See, e.g., letters from Council of Institutional Investors 
(CII), Financial Services Information Division of the Software and 
Information Industry Association (FISD), EuropeanIssuers, Committee 
of Annuity Insurers (COAI), Valero Energy Corp. (VEC), and 
Wellpoint, Inc. (WellPoint).
    \100\ See, e.g., letters from American Business Conference 
(ABC), AICPA, National City Corporation (National City), New York 
State Society of Certified Public Accountants (NYSSCPA), and United 
Technologies Corporation (UTC).
    \101\ See, e.g., letters from Enterprise Compliance 
International (ECI), EdgarFilings, and UBMatrix, Inc.
    \102\ See letter from James Angel, PhD (Angel).
    \103\ See letter from PepsiCo., Inc.
    \104\ See letter from UTC.
    \105\ Release No. 33-8497 (Sept. 27, 2004) [69 FR 59111] 
(concept release); Release No. 33-8496 (Oct. 1, 2004) [69 FR 59098]; 
Release No. 33-8781 (Feb. 12, 2007) [72 FR 6676]. See, e.g., letter 
from Deloitte regarding the voluntary program proposing release and 
letter from PR Newswire Association LLC regarding the concept 
release. We also note that participants in the voluntary program 
provided positive feedback with respect to possible required use of 
XBRL. For example, the vast majority of voluntary program 
participants that submitted responses and views to a questionnaire 
answered in the affirmative to the question ``Based on your 
experience to date, do you think it would be advisable for the 
Commission to continue to explore the feasibility and desirability 
of the use of interactive data on a more widespread and, possibly, 
mandated basis?'' See question V.f in the Interactive Data Voluntary 
Program Questionnaire available at http://www.sec.gov/cgi-bin/XBRL_Questionnaire.
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    Many commenters objected to some or all of the requirements as 
proposed and suggested alternatives.\106\ For instance, one commenter 
argued that implementing interactive data would add significant costs 
to purchase software, and pay for assistance and annual maintenance 
fees for that software.\107\ This commenter believed that the costs of 
using interactive data outweighed the benefits. Several commenters also 
claimed that complying with the proposed requirements would not reduce 
the likelihood of human error or would not reduce costs for 
issuers.\108\ In this regard, one commenter stated that the additional 
costs would make the U.S. market less attractive to foreign 
issuers.\109\
---------------------------------------------------------------------------

    \106\ See, e.g., letters from ABA, ACLI/AIA, AllState, Astoria, 
CSG, FEI, FirstEnergy, IBM, Intel, National City, Pfizer and SCS.
    \107\ See, e.g., letter from Florida Power and Light Company 
(FPL).
    \108\ See, e.g., letters from CSG, EEC, National City, Southern 
and VEC.
    \109\ See letter from EuropeanIssuers.
---------------------------------------------------------------------------

    Some commenters that objected to the required submission of 
interactive data believed that interactive data would not

[[Page 6784]]

at this point improve the usefulness of financial information to 
analysts or investors.\110\ Some of these commenters suggested that 
there was not a widespread demand for interactive data in the market, 
and that the Commission should allow market forces to provide 
incentives for more widespread voluntary implementation of interactive 
data.\111\ Other commenters believed that before adopting this 
requirement a way needs to be developed to independently verify that 
financial data have been tagged accurately and ensure that information 
that is consistent with that in the traditional format filing is 
provided to investors.\112\
---------------------------------------------------------------------------

    \110\ See, e.g., letters from BDO Seidman, LLP (BDO), CII, 
EuropeanIssuers, and VEC.
    \111\ See, e.g., letters from EuropeanIssuers and Jay Starkman 
(Starkman).
    \112\ See, e.g., CII and VEC.
---------------------------------------------------------------------------

    Although commenters generally favored XBRL as the most appropriate 
interactive data format, some commenters expressed concerns about XBRL 
itself or the manner in which it is proposed to be implemented in 
connection with the proposals. These concerns ranged from the 
availability of adequate software products \113\ to the potential that 
customized taxonomy extensions could grow so common that they would 
directly interfere with the comparability of inter-company data.\114\ A 
significant number of commenters suggested ways to facilitate 
interactive data tagging, including exposing for comment the 
Commission's maintenance and support agreement for XBRL,\115\ as well 
as monitoring,\116\ cataloging,\117\ providing guidance on \118\ and 
discouraging \119\ extension use. We acknowledge these concerns and 
suggestions and believe that the rules as adopted will address many of 
them. Widespread, mandatory adoption is expected to foster a network 
effect and encourage development of cost reducing and improved 
analytical products. Additionally, we believe that the taxonomy will 
become even more comprehensive over time as common extensions are 
incorporated into the base in annual releases thus minimizing any 
interference that common extensions might have with data comparability.
---------------------------------------------------------------------------

    \113\ See, e.g., letter from Robert Gilmore (Gilmore).
    \114\ See, e.g., letter from EuropeanIssuers.
    \115\ See, e.g., letters from Center for Audit Quality (CAQ), 
Deloitte Touche LLP (Deloitte), E&Y, and PricewaterhouseCoopers LLP 
(PWC).
    \116\ See, e.g., letter from CFA.
    \117\ See, e.g., letter from ABA.
    \118\ See, e.g., letters from CFA Institute Centre for Financial 
Market Integrity (CFA), ConstellationEnergy (Constellation), 
Deloitte, FEI, Grant Thornton, Morgan Stanley, and Rivet Software 
Inc (Rivet).
    \119\ See, e.g., letters from Grant Thornton, CFA, Morgan 
Stanley, and Rivet.
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B. Phase-in Under the New Rules

1. Overview
    The new rules initially will require interactive data reporting 
only by domestic and foreign large accelerated filers that prepare 
their financial statements in accordance with U.S. GAAP and have a 
worldwide public common equity float above $5 billion as of the end of 
the second fiscal quarter of their most recently completed fiscal 
year.\120\ The first required submissions for issuers that file on 
domestic forms will be for quarterly reports containing financial 
statements for a fiscal period ending on or after June 15, 2009. For 
calendar year companies, this requirement will first apply to their 
June 30, 2009 quarterly reports filed on Form 10-Q.\121\
---------------------------------------------------------------------------

    \120\ Approximately 500 companies initially will be required to 
submit interactive data. Other companies, however, initially will be 
permitted to submit interactive data if they use U.S. GAAP or IFRS 
as issued by the IASB.
    \121\ For most U.S. companies and foreign private issuers filing 
on domestic forms, the periodic report to which this will first 
apply will be the June 30, 2009 quarterly report. For a company that 
files on domestic forms with a June 30 fiscal year, the first report 
will be the September 30, 2009 quarterly report. Foreign private 
issuers not using domestic forms that are in the first phase-in 
group will first provide interactive data in connection with their 
first Form 20-F or Form 40-F annual reports for the year ended on or 
after June 15, 2009.
---------------------------------------------------------------------------

    Filers under the new rules will be required to submit their 
financial statements in an interactive data file using the list of tags 
for U.S. GAAP or IFRS as issued by the IASB, in either case as approved 
for use by the Commission. The submission also will be required to 
include any supporting files as prescribed by the EDGAR Filer Manual. 
Interactive data will be required for the entirety of their financial 
statements, although tagging of the footnotes and schedules at a deeper 
level of detail will be phased in the following year.
    We did not propose, and are not adopting, a requirement that filers 
provide interactive data for their Management's Discussion and Analysis 
(MD&A), executive compensation, or other financial, statistical or 
narrative disclosure.\122\ Many commenters supported this 
position.\123\ Some commenters supported the idea of eventually tagging 
non-financial statement information because of its usefulness to 
investors,\124\ while others expressed concern that variations among 
companies in executive compensation practices may not lend themselves 
to the development of standard tags \125\ and should at the most be 
voluntary rather than required.\126\ Another commenter supported the 
application of interactive data format to MD&A because of a belief that 
interactive data format for MD&A disclosures would be more useful to 
investors than detailed tagging of the footnotes to the financial 
statements.\127\ This commenter recommended block tagging each section 
of the MD&A, with some level of detailed tagging for the numbers and 
tables. In deciding not to require the tagging of this information at 
this time, we agree with the commenters who believed that more 
experience with interactive data and a greater understanding of the 
costs and time associated with compliance with the requirements as 
proposed is needed before expanding the requirement to other 
information. We will continue to consider, however, the advisability of 
permissible optional or required interactive data for disclosures made 
outside a set of financial statements prepared in accordance with U.S. 
GAAP or IFRS as issued by the IASB or related financial statement 
schedules required under Commission rules.
---------------------------------------------------------------------------

    \122\ Tagging this information is neither required nor permitted 
under the amendments.
    \123\ See, e.g., letters from ABA, General Mills (Gen. Mills), 
KPMG, Pfizer, Inc. (Pfizer) and The Society of Corporate 
Secretaries, and Governance Professionals (SCS).
    \124\ See, e.g., letter from CalPERS.
    \125\ See, e.g., letters from ABA, Johnson & Johnson (J&J), 
Pfizer, Gen. Mills, and SCS.
    \126\ See, e.g., letter from UTC.
    \127\ See, e.g., letter from National City.
---------------------------------------------------------------------------

    The following tables identify the reports for which a filer would 
first be required to include interactive data for the company's 
financial statements according to the company's filing status.\128\
---------------------------------------------------------------------------

    \128\ Transition reports that contain financial statements of 
the type and for the periods specified also will be required to be 
submitted in interactive data format under the new rules. These 
dates apply to the initial required interactive data disclosure; 
detailed tagging of the financial statement footnotes and schedules 
will not be required for an additional year.

[[Page 6785]]



 
 
 
 
Domestic and Foreign Large Accelerated   Quarterly report on Form 10-Q
 Filers Using U.S. GAAP with Worldwide    or annual report on Form 20-F
 Public Common Equity Float above $5      or Form 40-F containing
 Billion as of the End of the Second      financial statements for a
 Fiscal Quarter of Their Most Recently    fiscal period ending on or
 Completed Fiscal Year.                   after June 15, 2009.
All Other Large Accelerated Filers       Quarterly report on Form 10-Q
 Using U.S. GAAP.                         or annual report on Form 20-F
                                          or Form 40-F containing
                                          financial statements for a
                                          fiscal period ending on or
                                          after June 15, 2010.
All Remaining Filers Using U.S. GAAP...  Quarterly report on Form 10-Q
                                          or annual report on Form 20-F
                                          or Form 40-F containing
                                          financial statements for a
                                          fiscal period ending on or
                                          after June 15, 2011.
Foreign Private Issuers with Financial   Annual reports on Form 20-F or
 Statements Prepared in Accordance with   Form 40-F for fiscal periods
 IFRS as Issued By the IASB.              ending on or after June 15,
                                          2011.
 

2. Companies Covered by New Rules and Phase-in
    The new rules will cover all companies that report either in U.S. 
GAAP, including smaller reporting companies and foreign private issuers 
that report in U.S. GAAP or, in the case of foreign private issuers, in 
accordance with IFRS as issued by the IASB.\129\ On November 14, 2008, 
we issued a release proposing to allow certain domestic issuers to 
prepare financial statements in accordance with IFRS as issued by 
IASB.\130\ The phase-in will require domestic and foreign large 
accelerated filers that report in U.S. GAAP and meet the minimum 
worldwide common equity float of greater than $5 billion to provide 
their initial interactive data submissions in year one of the phase-in 
period discussed above. All other U.S. GAAP filers that meet the 
definition of large accelerated filer will be required to provide their 
initial interactive data submissions in year two of the phase-in 
period. All remaining U.S. GAAP filers, including smaller reporting 
companies and companies not previously subject to periodic reporting 
requirements, will be required to provide their initial interactive 
data submissions in year three of the phase-in period.
---------------------------------------------------------------------------

    \129\ As noted above, however, the new rules would not apply to 
investment companies registered under the Investment Company Act, 
business development companies, or other entities that report under 
the Exchange Act and prepare their financial statements in 
accordance with Article 6 of Regulation S-X.
    \130\ See Release No. 33-8982 (Nov.14, 2008) [73 FR 70816].
---------------------------------------------------------------------------

    Foreign private issuers that prepare their financial statements in 
accordance with IFRS as issued by the IASB will be required to provide 
their initial interactive data submissions in year three of the phase-
in period.
    The additional phase-in time for all but the largest accelerated 
filers is intended to permit companies to plan and implement their data 
tagging with the benefit of the experience of year one filers. It also 
is intended to enable us to monitor implementation and, if necessary, 
make appropriate adjustments during the phase-in period. With respect 
to foreign private issuers that report using IFRS as issued by the 
IASB, the additional phase-in time for these issuers is to allow 
greater development of the IFRS list of tags and our ability to accept 
filings using them.
    Our multiyear experience with the voluntary program has helped us 
to better understand the extent to which a filer will incur additional 
costs to create and submit its existing financial disclosures in 
interactive data format. Based on that experience, we believe that the 
process of preparing an interactive data file will not impose a 
significant burden or cost. The voluntary program clearly demonstrated, 
although that program was limited to face financial statements only and 
not footnotes, that companies can, if they choose, tag their financial 
statements using currently available software without need of outside 
services or consultants; alternatively, they can rely on financial 
printers, consultants, and software companies for assistance, although 
they will retain ultimate responsibility for both their financial 
statements and their tagged data. As discussed in more detail in the 
cost-benefit analysis below,\131\ we believe that first-year costs for 
a company will decrease in subsequent periods, particularly after 
detailed footnote tagging has been implemented. We also believe that 
these costs will be justified by interactive data's benefits. As with 
domestic registrants, we believe foreign private issuers that report in 
U.S. GAAP or prepare their financial statements in accordance with IFRS 
as issued by the IASB will be able to comply with the rules without 
incurring significant costs.
---------------------------------------------------------------------------

    \131\ See Part V.
---------------------------------------------------------------------------

    We expect that smaller companies, which generally are 
disproportionately affected by regulatory costs, also will be able to 
provide their reports in interactive data format without undue effort 
or expense. While interactive data reporting involves changes in 
reporting procedures, mostly in the initial reporting periods, we 
expect that these changes may provide efficiencies in future periods. 
As a result, there may be potential net savings to the filer, 
particularly if interactive data become integrated into the filer's 
financial reporting process. While we recognize that requiring 
interactive data financial reporting will likely result in start-up 
expenses for smaller companies, these expenses may be lower than those 
of larger filers, given that smaller filers tend to have simpler 
financial statements than larger companies, with fewer elements and 
disclosures to tag. In addition, we expect that both software and 
third-party services will be available to help meet the needs of 
smaller filers. We expect that the phase-in will foster the improvement 
and availability of inexpensive software and that a firmly established 
phase-in deadline could stimulate the development of such software. We 
also intend that the third-year phase-in for smaller reporting 
companies will permit them to learn from the experience of the earlier 
filers. It will also give them a longer period of time over which to 
spread first-year data tagging costs.
    As noted above,\132\ CIFiR issued its final report recommending 
that the Commission, over the long term, phase in the requirement that 
companies file financial statements using interactive data after the 
satisfaction of specified preconditions:
---------------------------------------------------------------------------

    \132\ See Part I.C above.
---------------------------------------------------------------------------

     Successful testing of the list of tags for U.S. financial 
statement reporting;
     The ability of reporting companies to file interactive 
data on the Commission's electronic filing system using the new list of 
tags for U.S. financial statement reporting; and
     The ability of the Commission's electronic filing system 
to provide an accurate human-readable version of the interactive data.
    CIFiR recommended that we phase in financial statements using 
interactive

[[Page 6786]]

data by requiring the largest 500 domestic registrants,\133\ as 
determined by the value of shares held by unaffiliated persons, to 
furnish (rather than file) interactive data for the face of their 
financial statements and, in block-tagged form,\134\ the footnotes to 
the financial statements. The Final Report also recommends that, one 
year after we impose this requirement on the first group of 
registrants, we impose the same requirement on the remaining domestic 
registrants that fall within the definition of ``large accelerated 
filer.'' Finally, the Final Report recommends that, once the specified 
conditions have been satisfied and the second phase-in period has been 
implemented, we evaluate whether and when to require that the domestic 
large accelerated filers file rather than furnish financial statements 
in interactive data format, as well as the inclusion of all other 
reporting companies.
---------------------------------------------------------------------------

    \133\ The recommendation does not address foreign companies. We 
do not believe that whether a U.S. GAAP reporting company is 
domestic or foreign should determine the applicability of the rules, 
and therefore foreign companies using U.S. GAAP will be included in 
the phase-in schedule along with their domestic counterparts. As 
noted, foreign private issuers that prepare their financial 
statements in accordance with IFRS as issued by the IASB also will 
be subject to the interactive data submission requirements, although 
they would not be phased in until year three. We also note that the 
CIFiR Final Report does not expressly address filings other than 
Exchange Act periodic reports.
    \134\ ``Block'' text means that the entire footnote or other 
discrete item, such as a schedule or table, would be tagged as an 
individual element.
---------------------------------------------------------------------------

    Several commenters suggested a later phase-in for all companies 
with start dates of the second half of 2009 and when these pre-
conditions are met. These commenters generally reasoned that the 
additional time would help companies and service providers to 
prepare.\135\
    We believe that sufficient progress has been made regarding each of 
CIFiR's preconditions, particularly with respect to the list of tags 
for U.S. financial statement reporting.\136\ While admittedly there has 
been only limited experience with footnote tagging, the current list of 
tags for U.S. financial statement reporting has been in wide use by 
participants in the voluntary program in submissions to us.\137\ We 
understand that the list also is being used by companies that are 
tagging their financial statements outside of the voluntary program, 
including experimenting with footnote tagging. The tags also will be 
updated in an expected January 2009 version. The updated list is 
expected to contain improvements such as the reflection of new 
accounting pronouncements. The Commission's IDEA system into which 
companies actually will submit interactive data has been effectively 
implemented and the ability of companies to do so is now established. 
Finally, the Commission has developed a viewer to provide an accurate 
human-readable version of interactive data. Both the filing and viewing 
capabilities are fundamentally enhanced versions of applications and 
processes that were already in place for the voluntary program.
---------------------------------------------------------------------------

    \135\ See, e.g., letters from National City, Safeway, Inc. 
(Safeway), and Emerson Electric Company (EEC).
    \136\ We are still working on the ability to use the IFRS list 
of tags with our system, but expect it to be operational by the time 
filers that report in accordance with IFRS are required to submit 
interactive data files. As will be provided in the EDGAR Filer 
Manual, we will publish on our Web site when EDGAR can support 
filings that use the IFRS list of tags.
    \137\ Since June, when it became available on EDGAR, 
approximately 60 companies have completed approximately 100 
submissions using the new taxonomy.
---------------------------------------------------------------------------

    We have also carefully considered the Committee's thoughtful 
recommendation, including the recommended phase-in of 500 initial 
companies and delayed consideration of non-accelerated and other filers 
until after two years. We are adopting a phase-in schedule similar to 
that suggested by the Committee.\138\ However, instead of waiting until 
after the second year to determine whether to propose extending the 
applicability of the rules to all filers, the new rules will establish 
a phase-in for the remaining companies' required interactive data 
submissions that will begin in the third year. Based on comments 
received on the proposing release, participants' experience with the 
voluntary program and our consultations with filers, software providers 
and filing intermediaries, we believe the new rules will accelerate the 
improvement and availability of inexpensive software. This, in turn, 
should generate more options and assistance for non-accelerated filers 
in general and, in particular, smaller reporting companies and foreign 
private issuers that prepare their financial statements in accordance 
with IFRS as issued by the IASB in particular so that they could become 
proficient in the use of interactive data without undue burden.
---------------------------------------------------------------------------

    \138\ As previously noted, the worldwide public float cutoff of 
$5 billion will result in approximately 500 companies subject to the 
new rules in year one.
---------------------------------------------------------------------------

    One commenter expressed concern about whether the initial phase-in 
of 500 issuers would involve enough companies to create a ``network 
effect'' so users of financial reporting obtain the benefits of 
interactive data in peer comparisons that are most useful and likely to 
occur if many or all filers provide financial reporting using 
interactive data.\139\ Although including a larger number of filers in 
the initial phase-in might increase the overall commercial and 
analytical value of the interactive data, which in turn would likely 
increase the supply of software for analyzing and presenting 
interactive data to analysts and investors, we believe a firm schedule 
for all U.S. GAAP and IFRS reporting companies to file their financial 
statements using interactive data can provide an incentive to stimulate 
the further development of interactive data-related software and 
services, while also affording most companies additional time to learn 
from the experience of others.
---------------------------------------------------------------------------

    \139\ See letter from CalPERS.
---------------------------------------------------------------------------

    We also believe that concurrently adopting a phase-in for non-
accelerated filers in general and, in particular, smaller reporting 
companies, and foreign private issuers using IFRS as issued by the IASB 
will establish an appropriate and measured timeline, which we will be 
able to monitor and, if necessary, reconsider during the first two 
years of the phase-in.
    Commenters generally supported the proposed phase-in schedule. A 
substantial majority of the commenters, however, suggested that the 
initial submission required be a Form 10-Q for domestic companies.\140\ 
Other commenters recommended that the phase-in commence with filings 
made for fiscal periods \141\ or years \142\ beginning on or after 
December 15, 2008 or fiscal years beginning after December 31, 
2008,\143\ as opposed to fiscal periods ending on or after December 15, 
2008, as proposed. The reasons cited by commenters included assuring 
that issuers would submit an interactive data file for three Forms 10-Q 
before submitting it for a Form 10-K,\144\ providing more time for 
issuers and service providers to prepare \145\ and allowing bugs to be 
detected in quarterly filings before the more widely distributed annual 
filings.\146\
---------------------------------------------------------------------------

    \140\ See, e.g., letters from ABA, American Council of Life 
Insurers/American Insurance Association (ACLI/AIA), AICPA, AllState 
Corp. (AllState), Credit Suisse Group (CSG), and Comcast Corp. 
(Comcast).
    \141\ See, e.g., letter from Constellation.
    \142\ See, e.g., letters from Comcast, Grant Thornton, and 
Pfizer.
    \143\ See, e.g., letter from Astoria.
    \144\ See, e.g., letters from Astoria and Comcast.
    \145\ See, e.g., letter from Constellation.
    \146\ See, e.g., letter from Grant Thornton.
---------------------------------------------------------------------------

    The commenters suggesting that the initial submission required be a 
Form

[[Page 6787]]

10-Q for domestic issuers generally reasoned that it would be helpful 
to companies and service providers alike if they could begin with a 
relatively simple form. Many of these commenters suggested that the 
content requirements of quarterly reports would be less burdensome than 
those of annual reports and allow companies to allocate more staff to 
initial tagging and provide a tagged template on which to build for 
subsequent filings.\147\ At least one commenter acknowledged, however, 
that despite the greater initial effort posed by tagging an annual 
report, the comprehensiveness of this report would cause companies to 
address most of the issues in quarterly reports.\148\ Some service 
providers commented that although a complete annual report is more 
effort for preparers, creating a related XBRL document is about the 
same level of effort for both a Form 10-K and Form 10-Q (assuming the 
footnotes are block tagged) and that the biggest difference between the 
forms is the larger number of footnotes in a Form 10-K, resulting in a 
nominal number of additional hours of effort.\149\ These commenters 
further stated that allowing the tagging of a Form 10-Q instead of a 
Form 10-K would delay the use and development of XBRL by issuers while 
providing no significant savings of time or money. Overall, the 
commenters that generally supported the proposed phase-in schedule took 
the view that companies and service providers would be ready and the 
date certain together with the significant number of issuers involved 
would encourage potential vendors of interactive data products and 
services to invest in the development and marketing of new and improved 
products and services.\150\
---------------------------------------------------------------------------

    \147\ See, e.g., letters from EEI, IBM, Pfizer, Southern Company 
(Southern), United States Steel Corporation (USS) and UTC.
    \148\ See letter from Association of the Bar of the City of New 
York (NYCBA).
    \149\ See, e.g., letters from EDGAROnline and Rivet.
    \150\ See, e.g., letters from PepsiCo., EDGAROnline and Rivet.
---------------------------------------------------------------------------

    Many of the commenters that suggested that the phase-in be slower 
had concerns related to the potential costs and burden of detailed 
footnote tagging.\151\ Some commenters suggesting a different initial 
phase-in period than what was proposed cited the ability to assess 
costs and technology advancements.\152\ Commenters also were concerned 
that such detailed tagging could result in more company specific 
extensions than anticipated, which might not be comparable between 
companies and present information out of context.\153\
---------------------------------------------------------------------------

    \151\ See, e.g., letters from ABA, Constellation, SCS and Intel. 
See Part .II.B.3.a below for a more detailed discussion of footnote 
tagging.
    \152\ See, e.g., letters from EEI, Cisco Systems (Cisco), 
Comcast, and PPG Industries Inc. (PPG).
    \153\ See, e.g., the letters from ABA, ACLI/AIA, CSG. FEI, IBM 
and Intel.
---------------------------------------------------------------------------

    One commenter suggested that the phase-in should be faster for some 
filers, and specifically recommended that all large accelerated filers 
reporting in accordance with U.S. GAAP be made subject to the filing 
requirements in the first year, perhaps starting with a quarterly 
report.\154\ Other commenters stated that not only is tagging 
relatively simple and inexpensive, but that we should endeavor to get 
more companies tagging sooner in order to enhance the value of 
information available and to provide further impetus for software 
development.\155\
---------------------------------------------------------------------------

    \154\ See letter from Grant Thornton.
    \155\ See, e.g., letters from UBMatrix, EDGAROnline.
---------------------------------------------------------------------------

    Some commenters also suggested that the rules should exclude or 
defer foreign private issuers because of the possibility that there 
might be a disproportionate burden on these issuers.\156\ As to foreign 
private issuers reporting in accordance with U.S. GAAP and who meet the 
criteria for the first phase-in period in particular, several 
commenters stated that these issuers could face extra burdens 
potentially due to less access to service provider help, language 
barriers, a need to address both the U.S. GAAP list of tags and, 
possibly, relatively soon after, the IFRS IASB list of tags (such as 
those issuers that have signaled an intention to report in accordance 
with IFRS as issued by the IASB and discontinue reporting in U.S. 
GAAP), and have a potential competitive disadvantage in comparison to 
foreign private issuers already reporting in accordance with IFRS as 
issued by the IASB who would not have to tag until the third year.\157\ 
One commenter suggested treating all foreign private issuers the same 
and placing them on the later phase-in schedule (or at least the ones 
that have announced an intention to switch to IFRS as their sole 
reporting standard).\158\
---------------------------------------------------------------------------

    \156\ See, e.g., letters from CSG, Nippon Keidanren (NK), 
Philips International B.V. (Philips) and Sullivan & Cromwell (S&C).
    \157\ See, e.g., letters from Credit Suisse Group (CSG), NK, 
Philips, S&C, and J.P. Morgan (JPM).
    \158\ See letter from Philips.
---------------------------------------------------------------------------

    One commenter expressed the desire that the phase-in not be delayed 
due to a possible conversion away from U.S. GAAP to IFRS. The commenter 
noted in this regard that it believed interactive data could facilitate 
such a conversion if similar items were to receive similar tags.\159\ 
In light of the differing opinions among commenters, the experience of 
those in the voluntary program, the size and resources of those issuers 
in the first group, and our ability to monitor the experiences of those 
larger first phase companies, we believe that the phase-in period as 
modified from the proposal generally addresses the burden and expense 
concerns expressed by some commenters. In this regard, as noted above, 
a filer first will be required to submit an interactive data file for a 
Form 10-Q, Form 20-F or Form 40-F, as applicable and the phase-in 
period will begin later than proposed. We believe that this approach 
will provide issuers more time to prepare their financial statements 
and service providers more time to deliver adequate software to support 
them. The staff also will consider requests to defer the phase-in on a 
case-by-case basis for issuers with special circumstances, particularly 
where the filer is committed to switching its basis of reporting to 
IFRS as issued by the IASB. Issuers could make such requests by 
applying for a continuing hardship exemption under amended Rule 202 of 
Regulation S-T.\160\
---------------------------------------------------------------------------

    \159\ See letter from CFA.
    \160\ As further discussed in Part II.E, Rule 202 will permit an 
issuer to apply in writing for a continuing hardship exemption from 
the requirement to provide interactive data if the issuer cannot do 
so without undue burden or expense.
---------------------------------------------------------------------------

    With respect to Canadian issuers, one commenter stated that such 
issuers filing forms under the Multijurisdictional Disclosure System 
(MJDS) \161\ should be able to submit interactive data regardless of 
whether reporting in U.S. GAAP in order to avoid placing such issuers 
at a competitive disadvantage to other issuers permitted or required to 
submit interactive data.\162\ The commenter stated that if it would not 
be feasible to enable such issuers to submit interactive data using a 
Canadian GAAP taxonomy, then the Commission should permit such issuers 
to tag a U.S. GAAP reconciliation. Consistent with the commenter's 
concern and our solicitation of comment in the proposing release, we 
are adding MJDS Forms F-9, F-10 and 40-F to the forms we expressly 
proposed to be subject to the interactive data requirements in adopting 
the requirements. The rules will not, however, require or permit 
interactive data related to these MJDS forms to be submitted when the 
financial statements they contain are

[[Page 6788]]

prepared in accordance with Canadian GAAP or as a U.S. GAAP 
reconciliation. There is no taxonomy for Canadian GAAP or a U.S. GAAP 
reconciliation and, as a result, there is not sufficient tagging 
guidance to produce tags that would be comparable across companies 
using Canadian GAAP.
---------------------------------------------------------------------------

    \161\ Certain Canadian foreign private issuers file registration 
statements and annual reports under the MJDS, which permits eligible 
Canadian companies to use their disclosure documents prepared in 
accordance with Canadian requirements in filings with the 
Commission.
    \162\ See letter from Canadian Pacific Railway (CP).
---------------------------------------------------------------------------

    As proposed and as adopted, investment companies registered under 
the Investment Company Act, business development companies or other 
entities that report under the Exchange Act and prepare their financial 
statements in accordance with Article 6 of Regulation S-X will not be 
subject to the new rules. The one commenter to address the exclusion of 
these companies agreed with this approach and stated that the 
investment management financial reporting taxonomy is not sufficiently 
developed and that the degree of investor benefit from tagging that 
occurs in the case of other types of issuers is not present for 
investment company and similar issuers.\163\
---------------------------------------------------------------------------

    \163\ See letter from the Investment Company Institute.
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3. Information and Documents Covered by the New Rules
a. Financial Statements, Footnotes, and Financial Statement Schedules
    The rules will require interactive data tagging of a filer's 
complete financial statements and any required financial statement 
schedules.\164\ As with the voluntary program, the new rules will 
require companies to provide the interactive data in an exhibit. 
Interactive data will be required for all periods included in the 
filer's financial statements.\165\ As proposed and as adopted, the new 
rules will not, however, require interactive data submissions for other 
financial statements that may be required of filers, including those 
provided pursuant to Rules 3-05, 3-09, 3-14, and 3-16 of Regulation S-
X.\166\ This approach was generally supported by commenters.\167\
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    \164\ As previously noted, new Rule 405 of Regulation S-T will 
directly set forth the basic tagging requirements and indirectly set 
forth the rest of the tagging requirements through the requirement 
to comply with the EDGAR Filer Manual. Consistent with new Rule 405, 
the EDGAR Filer Manual will contain the detailed tagging 
requirements.
    \165\ References in the rules to the financial statements of the 
filer or issuer also include financial statements of its predecessor 
to the extent they are included in the related registration 
statement or report pursuant to Rule 3-02 of Regulation S-X, 
Instruction 1 to Item 8 of Form 20-F or the requirements applicable 
to Forms F-9, F-10 or 40-F.
    \166\ 17 CFR 210.3-05, 17 CFR 210.3-09, 17 CFR 210.3-14, and 17 
CFR 210.3-16. Additionally, pro forma financial statements prepared 
under Article 11 of Regulation S-X are not subject to the 
interactive data requirements.
    \167\ See, e.g., letter from Deloitte.
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    As with the voluntary program, the new rules will require that the 
line item descriptions and amounts presented on the face of the 
financial statements in the traditional format filing be the same as in 
the interactive data format. Also, the rules will prohibit partial 
presentation of face financial statements in interactive data format. 
For example, filers will not be permitted to exclude comparative 
financial information for prior periods.
    Unlike the voluntary program, our new rules require companies using 
U.S. GAAP or foreign private issuers using IFRS as issued by the IASB 
to provide tagged data for the footnotes and schedules to the financial 
statements. The 2005 adopting release for the voluntary program stated 
that we recognized that technical issues made it difficult to tag the 
notes to the financial statements. We did, however, provide volunteers 
with the option of tagging the notes to the financial statements.\168\ 
Since the time of the adopting release, the necessary list of tags has 
been completed and the available software has advanced sufficiently to 
require that the financial statement footnotes and schedules be 
included in the new rules.
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    \168\ See Part II.E. of Release No. 33-8529 (Feb. 3, 2005) [70 
FR 6556].
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    The voluntary program adopting release recommended that if 
participants voluntarily provided footnotes in interactive data format, 
then they should provide enough detail so that the tagging would be of 
practical value to users. The release stated that a single tag for the 
entire group of footnotes in a filing would cover too much information 
to be useful to the user. We still believe that one tag for the entire 
group of footnotes would be confusing and provide little benefit. If 
filers tag each footnote separately, however, users will be able to 
compare footnote disclosure between periods and across filers while 
minimizing the burden on preparers. We are therefore adopting the 
requirement that footnotes be tagged using four different levels of 
detail:
    (i) Each complete footnote tagged as a single block of text;
    (ii) Each significant accounting policy within the significant 
accounting policies footnote tagged as a single block of text;
    (iii) Each table within each footnote tagged as a separate block of 
text; and
    (iv) Within each footnote, each amount (i.e., monetary value, 
percentage, and number) separately tagged.
    To allow filers time to become familiar with tagging footnotes, in 
each filer's first year of interactive data reporting, only level (i) 
will be required. All four levels will be required starting one year 
from the filer's initial required submission in interactive data. In 
year two, for the first filing required to have detailed tagging of 
footnotes and schedules, the filer will have an additional 30 days to 
submit the interactive data exhibit. This is similar to the grace 
period provided for a filer's first required filing with interactive 
data. Subsequent interactive data exhibits using all of the levels will 
be required at the same time as the rest of the related report or 
registration statement. We believe the 30 day grace period will help a 
filer comply with the more detailed tagging requirements.
    The requirement that in the second year a filer tag separately each 
amount within a footnote (i.e., monetary value, percentage, and number) 
should not affect a filer's decisions regarding what to disclose. We 
are aware of questions as to whether the contextual information or data 
elements chosen from the standard list of tags could potentially reveal 
information that the rest of the related registration statement or 
periodic report would not otherwise make known. However, we do not 
believe that the contextual information or data elements chosen should 
provide any additional substantive disclosure.
    To clarify the intent of the interactive data requirements, new 
Rule 405 of Regulation S-T, that sets forth tagging requirements, 
includes an instruction that states that the rule requires a disclosure 
format, but does not change substantive disclosure requirements. As 
proposed and as adopted, the rules also state clearly that the 
information in interactive data format should not be more or less than 
the information in the ASCII or HTML part of the related registration 
statement or report.\169\
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    \169\ See Preliminary Note 2 of Rule 405 of Regulation S-T.
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    As briefly noted above, commenters provided a mix of views on the 
footnote tagging requirements we proposed. Many commenters objected to 
some or all of the requirements as proposed and suggested 
alternatives.\170\ In terms of burden, a significant number of 
commenters objected, in particular, to level (iv) tagging in whole or 
part.\171\

[[Page 6789]]

Several of these commenters argued that detailed footnote tagging would 
require significant effort from the issuer and could be confusing 
because of the high number of company-specific extensions and the risk 
of inconsistency among filers due to varying footnote formats.\172\ 
Other criticisms included assertions that the effort required would be 
greater than the Commission estimated,\173\ overly burdensome \174\ and 
duplicative,\175\ would result in so many extensions that the 
information would not be comparable among issuers,\176\ and would 
produce information that users inappropriately would take out of 
context.\177\
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    \170\ See, e.g., letters from ABA, ACLI/AIA, AllState, Astoria, 
FEI, FirstEnergy, IBM, Intel, National City, and SCS.
    \171\ See, e.g., letters from ABA, ACLI/AIA, AllState, Astoria, 
CSG, FEI, FirstEnergy, IBM, Intel, National City, Pfizer, and SCS.
    \172\ See, e.g., the letters from ACLI/AIA, FEI, IBM, and Intel.
    \173\ See, e.g., letter from SCS.
    \174\ See, e.g., letter from Intel.
    \175\ See, e.g., letter from FEI.
    \176\ See, e.g., letter from ABA.
    \177\ See, e.g., letter from CSG.
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    Other commenters reacted more favorably, with some suggesting 
alternatives to the proposed rules. For instance, a number of 
commenters recommended that the detailed tagging of footnotes be 
gradually phased in to provide more time for issuers to get acclimated 
to the process and for the development of standard taxonomies.\178\ 
Other commenters suggested that the required detail tagging of 
footnotes should focus on the most useful and used footnote data rather 
on a broad array of data that would require issuers to apply thousands 
of additional tags for detailed financial and narrative 
information.\179\ Similarly, another commenter suggested that detail 
tagging only be required as to the more standardized types of 
footnotes.\180\
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    \178\ See, e.g., letters from Comcast, Constellation, EEI, Ernst 
& Young LLP (E&Y), Morgan Stanley, National Association of Real 
Estate Investment Trusts (NAREIT), and Southern.
    \179\ See, e.g., letters from Intel, Morgan Stanley, and SCS.
    \180\ See letter from USS.
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    While we are adopting the proposed requirement to tag separately 
each amount within a footnote (i.e., monetary value, percentage, and 
number), we will permit, but not require, filers to tag, to the extent 
they choose, each narrative disclosure. We believe that adopting the 
footnote tagging requirements substantially as proposed strikes an 
appropriate balance between satisfying investors' needs and not 
imposing undue burden on issuers. We believe the block-text tagging 
required under levels (i) through (iii) will satisfy the needs of those 
who desire information within the context of an entire footnote or an 
entire table. We also believe that requiring the detail tagging of 
individual amounts but permitting the detail tagging of narrative 
disclosures within the footnotes as provided under level (iv) will 
satisfy the needs of those who desire to analyze specific pieces of 
information or data. Further, we believe that by permitting filers to 
choose whether and which elements to tag in the narrative disclosures 
of the footnotes and schedules, they are granted a degree of 
flexibility and relieved of the uncertainty as to which narrative 
elements to tag, some of which are placed into footnotes and schedules 
voluntarily. We also believe that not requiring detailed tagging of 
narratives would not result in the loss of information due to block 
text tagging. Finally, we believe that taxonomy and software advances, 
combined with the rules' grace period, will avoid placing an undue 
burden on issuers. We will, however, monitor the implementation of 
these amendments and, if necessary, consider making appropriate 
adjustments to the requirements.
    Apart from footnote disclosures, filers may be required under 
existing financial reporting requirements to include certain 
supplementary financial statement schedules with their financial 
statements. The form and content of these schedules are governed by 
Article 12 of Regulation S-X.\181\ The list of tags for U.S. financial 
statement reporting enables companies to tag individual facts in these 
financial statement schedules, or to block tag each entire schedule.
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    \181\ See Rules 5-04 and 7-05 of Regulation S-X and Items 17 and 
18 of Form 20-F.
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    Filers also will be required to include with their interactive data 
any financial statement schedules prescribed by Article 12 of 
Regulation S-X. These financial statement schedules will be tagged 
using two different levels of detail; only the first level will be 
required in the first year. Both levels will be required starting one 
year from the filer's initial required submission in interactive data 
format. Similar in concept to the tagging approach adopted for the 
financial statement footnotes, the required levels of detail will be: 
(i) Each complete financial statement schedule tagged as a block of 
text; and (ii) each amount (i.e., monetary value, percentage, and 
number) separately tagged. However, we will permit but not require each 
narrative disclosure in such schedule to be separately tagged to the 
extent desired by the filer.
    A filer may restate its previously filed financial statements for 
the correction of an error and file an amendment to its registration 
statement, periodic report or transition report. Alternatively, a filer 
may revise its previously filed financial statements to reflect the 
effects of certain subsequent events, including a discontinued 
operation, a change in reportable segments, or a change in accounting 
principle and file a Form 8-K or 6-K or an amendment to a pre-effective 
registration statement. The new rules require a filer to provide 
revised interactive data at the same time it files the restated or 
revised traditional format financial statements as an exhibit to the 
registration statement or report containing those financial 
statements.\182\ If a filer decides to change a tag it used previously 
that was not inappropriate at the time used, it would not be required 
to disclose the change.
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    \182\ Revised interactive data will be required so that the 
financial information will be the same in both the traditional 
format filing and the interactive data file. If the financial 
statements are not revised in connection with an amended 
registration statement, periodic report, or transition report, the 
exhibit index will indicate that the interactive data file was 
already provided.
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b. Reports Covered by the New Rules
    We are adopting the proposed requirement to submit interactive data 
for the filer's financial statements contained in periodic reports on 
Forms 10-Q, 10-K and 20-F and, in addition, extending the requirement 
to the Form 40-F annual report and to Forms 8-K and 6-K that contain 
revised or updated financial statements.\183\ Under the new rules, 
filers also will be required to provide interactive data for transition 
reports on Forms 10-Q, 10-K, or 20-F.
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    \183\ Form 40-F may be filed by a Canadian company filing in 
accordance with the MJDS. Similar to Form 20-F, it may be used as an 
annual report or an Exchange Act registration statement.
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    We are extending the interactive data requirements to Form 40-F 
when used as an annual report because we believe that the effort 
required to satisfy the requirement and the benefits from doing so 
would be comparable to the effort and benefits associated with the 
other periodic reports to which the requirement will apply. In response 
to our solicitation of comment on whether to require interactive data 
in connection with Forms 40-F, one commenter urged us to at least 
permit filers to submit interactive data in order to avoid placing 
filers of that form at a competitive disadvantage.\184\
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    \184\ See letter from CP.
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    As discussed above, we are extending the interactive data 
requirements to Forms 8-K and 6-K that contain updated interim 
financial statements or financial statements that have been revised to 
reflect the effects of certain subsequent events. These financial 
statements typically are not filed as amendments to forms for which we 
proposed to require interactive data, but

[[Page 6790]]

they provide timely financial information comparable to that contained 
in such forms and may be incorporated by reference into registration 
statements for which interactive data requirements generally 
apply.\185\ In this regard, several commenters noted that registrants 
use Form 8-K to file financial statements that reflect changes for 
reasons other than to correct accounting errors.\186\
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    \185\ Issuers would not be required or permitted to submit an 
interactive data exhibit to a Form 8-K or 6-K under any 
circumstances other than those specified. See note 74 above.
    \186\ See, e.g., letters from Deloitte, E&Y, and KPMG LLP 
(KPMG).
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c. Registration Statements Under the Securities Act Covered by the 
Rules
    We are adopting substantially as proposed a requirement that, 
subject to the phase-in period described above, registration statements 
filed under the Securities Act,\187\ include interactive data when 
financial statements are included directly in the registration 
statement, rather than being incorporated by reference. This 
requirement will apply to the issuer's financial statements for all 
periods included in the registration statement as required by 
Regulation S-X and our other rules. As proposed, the rules would apply 
from the first filing of a registration statement. The rules as 
adopted, however, require that interactive data be submitted only after 
a price or price range has been determined and any time thereafter when 
the financial statements are changed. We believe analysts, investors, 
the public, and others will benefit from the enhanced ability of 
interactive data to locate and compare financial data included in 
registration statements. Further, under the new rules, interactive data 
will be required for the acquiring company, the filer, but not for the 
company being acquired, in the context of a business combination.
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    \187\ The requirement will apply to registration statements 
under the Securities Act on Forms S-1, S-3, S-4, F-9, F-10, S-11, F-
1, F-3, and F-4. This includes registration statements for annuity 
contracts that are filed on Forms S-1 and S-3. As proposed, however, 
the requirement that we are adopting will not apply to registration 
statements on Form N-3, N-4, or N-6, which are used to register 
variable annuity contracts and variable life insurance policies.
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    Some commenters opposed requiring the submission of interactive 
data with registration statements for initial public offerings under 
the Securities Act.\188\ Some of these objections included the burdens 
for newly public companies.\189\ However, a number of commenters 
favored requiring interactive data for initial public offering 
registration statements, other Securities Act registration statements 
or both.\190\ Some commenters recommended that interactive data be 
required to be submitted only after the registration statement becomes 
effective, given the effort in preparing an initial public offering and 
the frequency with which initial public offering efforts never come to 
fruition.\191\
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    \188\ See, e.g., letters from ABC, National City, NYCBA, and 
Gary Purnhagen (Purnhagen).
    \189\ See, e.g., letter from ABC.
    \190\ See, e.g., letters from AICPA, Grant Thornton, 
PricewaterhouseCoopers LLP (PWC), CAQ, CalPERS, CFA, UTC, Morgan 
Stanley, and E&Y.
    \191\ See, e.g., letters from BDO, CAQ, and PWC.
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    We believe that the interactive data requirements for Securities 
Act registration statements in general and, in particular, as limited 
to filings only after a price or price range has been determined and 
any time thereafter when the financial statements are changed, strike 
an appropriate balance between the alternatives of requiring 
interactive data submissions with each pre-effective amendment or 
waiting until a registration statement has been declared effective. In 
our experience, most issues related to the staff's review of offerings 
typically are resolved or near resolution by the time a price range is 
determined, and, as a result, there typically would be relatively few 
changes to the financial statements contained in additional amendments. 
As a result, issuers would be required to tag information that likely 
is in substantially final form. Consequently, the information would be 
useful to investors and issuers would be unlikely to need to revise the 
information significantly in a way that would trigger multiple 
submissions of interactive data. As each submission would be tagged to 
indicate that the information in the submission has been revised, we 
believe investors should be able to monitor changes in the interactive 
data efficiently. Further, the rules as adopted provide that a 
company's first filing to be subject to the interactive data 
requirement would be a quarterly report or, for a foreign private 
issuer not required to file quarterly reports, an annual report. 
Accordingly, interactive data exhibits will not be required for initial 
public offerings.
d. Registration Statements Under the Exchange Act Covered by the Rules
    We are not adopting a requirement to submit interactive data for 
the financial statements contained in registration statements under the 
Exchange Act on Forms 10, 20-F and 40-F. Although we only expressly 
proposed to require interactive data in connection with Securities Act 
registration statements, the proposing release solicited comment on 
whether to require interactive data for the financial statements in 
Forms 40-F and in registration statements under the Exchange Act on 
Forms 10 and 20-F.
    One commenter suggested waiting in order to evaluate experience 
with interactive data submission before requiring submission of 
Exchange Act registration statements.\192\ Another commenter stated 
that the interactive data requirements should apply to Canadian issuers 
that report in accordance with U.S. GAAP and, ultimately, IFRS as 
issued by the IASB.\193\ The rules as adopted will not require 
interactive data files to be submitted as an exhibit to Forms 10, 20-F 
or 40-F when used as Exchange Act registration statements. However, a 
filer is permitted to voluntarily submit an interactive data exhibit 
with these registration statements.
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    \192\ See letter from UTC.
    \193\ See letter from EDGAROnline.
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4. Initial Filing Grace Period
    As noted above, interactive data will be required at the same time 
as the rest of the filing to which it relates. However, each company's 
initial interactive data submission, regardless of filing type, will 
have a 30 day grace period, and therefore will be permitted as an 
amendment to a:
     Periodic report on Form 10-K, 20-F, 40-F or 10-Q within 30 
days after the earlier of the due date or filing date of the related 
report;
     Securities Act registration statement within 30 days after 
the filing date of the price or price range as part of the related 
registration statement; \194\ or
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    \194\ The 30 day grace period would begin for a Securities Act 
registration statement once the price or price range is filed as 
part of it because it is at that time the interactive data filing 
requirement becomes applicable.
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     Report on Form 8-K or 6-K that contains revised or updated 
financial statements that have been revised to reflect a subsequent 
event rather than the correction of an error within 30 days after the 
filing date of the related report.
    In addition, as noted above, in year two for the first filing that 
is required to have footnotes and schedules tagged using all levels of 
detail, the interactive data exhibit will be required within 30 days 
after the due date or filing date of the related registration statement 
or periodic, current or transition report or Form 6-K, as applicable.
    In the voluntary program, filers were permitted to provide the 
interactive data at the time of filing or at any later time,

[[Page 6791]]

without a deadline.\195\ We believe that, consistent with our view 
regarding the potential value of widespread market use of the 
interactive data, companies should be required to provide the 
interactive data at the time the registration statement or report is 
filed or required to be filed, whichever is earlier. We do not believe 
this timing requirement will place undue pressure on filers as 
experience with tagging financial statements grows and software and 
taxonomies develop. We believe, for example, based on our experience 
with the voluntary program, that the time period for the quarterly or 
annual report is sufficient for filers to convert their ASCII or HTML 
financial statements into interactive data format and that the initial 
grace periods help to alleviate concerns over timing burdens.
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    \195\ The voluntary program permits filers to provide financial 
information in interactive data form as an exhibit to a report on 
Form 8-K or Form 6-K when the related traditional format financial 
statements appear in a registration statement or periodic report. 
The new rules, however, will require that interactive data be 
provided as an exhibit to the registration statement or periodic 
report that contains the related traditional format financial 
statements.
---------------------------------------------------------------------------

    Commenters overwhelmingly supported a 30 day grace period for the 
initial submission and initial detail tagged footnote submission of 
interactive data and many supported a 30 day grace period for 
additional submissions during the phase-in and, in some cases, 
beyond.\196\
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    \196\ See, e.g., letters from ACLI/AIA, AICPA, AllState, 
Astoria, CNW Group (CNW), Comcast, Constellation, and EEI.
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    Some commenters suggested that the grace period apply either for 
all interactive data submissions during the first two years of the 
phase-in period,\197\ or for every submission made during the entire 
phase-in period.\198\ These commenters generally reasoned that during 
the time specified, companies and service providers still would be 
familiarizing themselves and developing expertise related to the 
tagging process and, as a result, would need time to complete the 
tagging process. Some of those that supported additional grace periods 
noted that the tagging process will be an additional step to financial 
statement preparation for years to come and that it will take time to 
integrate the interactive data process with the financial statement 
preparation process.\199\ One commenter noted that the grace period 
following the filing of a Form 10-K offers little relief for smaller 
companies due to the number of filings prepared shortly thereafter. 
Specifically, this commenter noted that at many smaller companies, the 
staff responsible for the preparation of a Form 10-K immediately turn 
their time and attention to the preparation of the company's proxy 
statement after filing the Form 10-K. The commenter stated that a Form 
10-Q is not followed by a similar series of reporting obligations, so a 
grace period following this report is consequently more helpful in 
assisting companies avoid excessive expense and burden.\200 \
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    \197\ See, e.g., letters from Constellation, EEI, and IBM.
    \198\ See, e.g., letters from AllState, Astoria, Comcast, Foley 
& Lardner (Foley), Pfizer, and UBmatrix.
    \199\ See, e.g., letters from FEI and SCS.
    \200\ See letter from ABA.
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    A few commenters suggested a grace period for submissions after the 
phase-in period. Some stated that technical difficulties and the 
limited availability of support services would necessitate the 
permanent or temporary extension of a grace period and proposed, on an 
on-going basis after the initial phase-in period, that interactive data 
files be due within 4 or more days after the related official filing is 
filed. Further, these commenters believed that this type of extension 
would not ultimately impair the usefulness of interactive data while 
moving the tagging procedures out of the financial reporting 
preparation timeframe but still providing it to investors in a timely 
fashion.\201\ However, other commenters were concerned that a grace 
period beyond the periods proposed would diminish the usefulness of 
interactive data submitted beyond the due date of the related official 
filing.\202 \
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    \201\ See, e.g., letters from AllState, EEI, SCS, and Southern.
    \202\ See, e.g., letters from CFA and EDGAR Online.
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    We acknowledge all of these concerns and suggestions, and while we 
are adopting the grace periods substantially as proposed, we are 
deferring the start of the phase-in which we believe may help to 
alleviate potential burdens by giving more time to prepare the initial 
submission. We also believe that the eventual dropping of the grace 
period after the initial submissions will help to make the interactive 
data files more useful and relevant to investors by requiring the 
submissions at the same time as the related official filing.
    Many commenters suggested that grace period submissions be filed as 
exhibits to Form 8-K or 6-K rather than as exhibits to amendments to 
Exchange Act periodic reports, so as to avoid negative connotations 
associated with the filing of an amendment.\203\ One commenter even 
suggested the creation of new forms for these amendments to distinguish 
them from substantive amendments to periodic reports.\204\ We 
acknowledge these concerns, but note that grace period submissions 
filed with amended periodic reports need contain only the relevant 
interactive data as an exhibit and therefore there should not be any 
confusion that the amended report is being filed for any other reason. 
In this regard we note that Rule 12b-15 under the Exchange Act \205\ 
generally provides that any amendment to a filing that required a 
certification must contain another certification; however, we clarify 
that, consistent with the exclusion of interactive data from the 
disclosure certification requirements discussed in part II.C.4 below, 
an amendment whose sole purposes is to submit interactive data as an 
exhibit is not subject to the certification requirements of Rule 12b-15 
under the Exchange Act. We therefore adopt the rules as proposed as 
they relate to submitting interactive data as part of an amendment to 
the form containing the related traditional format financial 
statements.
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    \203\ See, e.g., letters from AICPA, Constellation, Institute of 
Management Accountants (IMA), NAREIT, Purnhagen, and Teva 
Pharmaceutical Industries Limited (Teva).
    \204\ See letter from IBM.
    \205\ 17 CFR 240.12b-15.
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5. Web Site Posting of Interactive Data
    We believe interactive data, consistent with our new rules, should 
be easily accessible for all investors and other market participants. 
As such disclosure becomes more widely available, advances in 
interactive data software, online viewers, search engines and other Web 
tools may in turn facilitate improved access to and usability of the 
data, promoting its awareness and use. Encouraging widespread 
accessibility to filers' financial information furthers our mission to 
promote fair, orderly, and efficient markets, and facilitate capital 
formation. We believe Web site availability of the interactive data 
will encourage its widespread dissemination, thereby contributing to 
lower access costs for users. We therefore are requiring, generally as 
proposed, that each filer covered by the new rules provide the same 
interactive data that it will be required to provide to the Commission 
on its corporate Web site, if it has one, on the earlier of the 
calendar day it filed or was required to file the related registration 
statement or report, as applicable.\206\ The interactive

[[Page 6792]]

data should be accessible through the issuer's Web site address the 
issuer normally uses to disseminate information to investors.\207\ 
Finally, the interactive data will be required to be posted for at 
least 12 months, which is consistent with issuers' full one year 
reporting cycle.
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    \206\ New Rule 405 of Regulation S-T contains the Web site 
posting requirement. We also are providing, however, that Web site 
posting of the interactive data will not be required until the end 
of any applicable grace period that applies to the submission of the 
interactive data to the Commission. Similarly, we are providing that 
Web site posting of the interactive data will not be required before 
submission of the interactive data when submission of the data is 
delayed in accordance with and during the term of any applicable 
hardship exemption provided under Rule 201 or 202 as proposed to be 
revised. Revisions to Rules 201 and 202 are more fully discussed 
below in Part II.E.
    \207\ If the issuer has a corporate Web site but does not 
normally disseminate information to investors through its Web site, 
it should provide access to the interactive data through a location 
on its Web site that it reasonably believes will facilitate user 
access to the forms. We took a similar approach to Web site posting 
location and 12 month time frame in connection with requiring that 
issuers with corporate Web sites post on their Web sites beneficial 
ownership reports filed with respect to their securities on Forms 3, 
4 and 5 under Section 16(a) of the Exchange Act. See Section 
16(a)(4)(C) [15 U.S.C. 78p(a)(4)(C)], Rule 16a-3(k) [17 CFR 240.16a-
3(k)] and Release No. 33-8230 (May 7, 2003) [68 FR 25788].
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    We believe that access to the interactive data on corporate Web 
sites will enable search engines and other data aggregators to more 
quickly and cheaply aggregate the data and make them available to 
investors because the data will be available directly from the filer, 
instead of through third-party sources that may charge a fee. It could 
also transfer reliability costs of data availability to the public 
sector by reducing the likelihood that investors cannot access the data 
through the Commission's Web site due to down-time for maintenance or 
to increased network traffic. We also believe that availability of 
interactive data on corporate Web sites will make it easier and faster 
for investors to collect information on a particular filer if the 
interactive data is on the filer's Web site already, rather than if 
investors would be required to visit separately (for example, by 
hyperlink) and search the Commission's Web site for information, 
particularly if the investor is already searching the issuer's Web 
site. To help further our goals of decreasing user cost and increasing 
availability, we will not allow companies to comply with the Web 
posting requirement by including a hyperlink to the Commission's Web 
site.
    We believe this requirement will be consistent with the increasing 
role that corporate Web sites perform in supplementing the information 
filed electronically with the Commission by delivering financial and 
other disclosure directly to investors. We also believe that this 
requirement can provide an incentive for corporations to add content to 
or otherwise enhance their Web sites, thereby improving investor 
experience. For example, we note that since 2003 issuers with corporate 
Web sites have been required to post on their Web sites, directly or by 
hyper linking to a third-party Web site such as the Commission's Web 
site, beneficial ownership reports filed with respect to their 
securities on Forms 3, 4, and 5. We also note that many companies 
provide on their Web sites access to their periodic reports, proxy 
statements, and other Commission filings.\208\ The new rules will 
expand such Web site posting by requiring companies with Web sites to 
post their interactive data as well.\209 \
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    \208\ Companies filing registration statements and accelerated 
filers and large accelerated filers in their periodic reports are 
required to disclose whether or not they make available free of 
charge on or through their Web site, if they have one, their annual 
report on Form 10-K, quarterly reports on Form 10-Q, current reports 
on Form 8-K, and amendments to those reports. Companies that do not 
make their reports available in that manner also must disclose the 
reasons they do not do so and whether they voluntarily provide 
electronic or paper copies of their filings free of charge upon 
request. See Item 101(e) of Regulation S-K.
    \209\ As further discussed in Part II.E, under the new rules a 
company that fails to post its interactive data as required will be 
deemed ineligible to use short form registration Forms S-3, S-8, and 
F-3 and will be deemed not to have adequate public information 
available for purposes of Rule 144(c)(1) unless and until it posted.
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    Commenters had mixed views on the proposed Web site posting 
requirement. Some commenters stated that it would be appropriate for a 
company to post interactive data on its Web site because, for example, 
many users of financial statements access such types of information 
through corporate Web sites.\210\ Other commenters objected to the Web 
site posting requirement, citing reasons including cost,\211\ lack of 
investor benefit,\212\ and facilitating use of information out of 
context.\213\ Finally, some commenters addressed posting details such 
as when the interactive data must be posted and for how long it must 
remain accessible.
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    \210\ See, e.g., letters from FEI, CFA and UTC.
    \211\ See, e.g., letters from IBM and Starkman.
    \212\ See, e.g., letters from Starkman and VEC.
    \213\ See, e.g., letters from ABA and SCS.
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    We believe that issuers that already have corporate Web sites can 
post interactive data at a reasonable cost \214\ and that such posting 
can benefit investors by facilitating their access to interactive data 
\215\ and, as a result, facilitating their automated parsing and 
analysis of financial information. Investors and analysts routinely 
parse information out of filed financial statements, whether in paper 
or electronic format. Interactive data merely facilitates the 
parsing.\216\ In this regard, an issuer that wishes to provide access 
to context beyond the posted interactive data would be free to indicate 
on its Web site where a user could access the Commission filing to 
which the interactive data is an exhibit. Similarly, an issuer could 
provide access to the remainder of the filing directly on its Web site 
or by hyperlink to the Commission's Web site.
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    \214\ See Part IV.
    \215\ One commenter stated that an issuer should be able to 
satisfy its posting requirement through a hyperlink. See letter from 
IBM. Similarly, another commenter suggested dropping the posting 
requirement because the information would be available on the 
Commission's Web site and the requirement would be difficult to 
monitor. See letter from E&Y. We believe, however, that search 
engines and other data aggregators might be better able to access 
the posted information directly from issuers' Web sites.
    \216\ We believe that parsing information in a filing is useful 
but we continue to emphasize the need to evaluate the entirety of a 
filing.
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    Several commenters suggested that issuers not be required to post 
interactive data on corporate Web sites on the same day they are 
submitted to the Commission because that would be too burdensome.\217\ 
Commenters suggested grace periods to post such data such as 24 hours 
\218\ or, in the case of foreign private issuers, two business days 
\219\ after the related form has been filed with the Commission. As 
proposed, issuers would have been required to post the interactive data 
by the end of the business day on the earlier of the date the 
interactive data is submitted or is required to be submitted to the 
Commission. In order to make it easier for issuers to satisfy the 
posting requirement by providing several more hours in which to comply 
but still have the posted information available in a timely manner, the 
new rules, as adopted, will require posting by the end of the calendar 
rather than business day specified.
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    \217\ See, e.g., letters from Foley, Liberty Global, Inc. (LGI), 
NYCBA, Southern, and Teva.
    \218\ See, e.g., letter from LGI.
    \219\ See, e.g., letter from Teva.
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    One commenter recommended that the Commission clarify the length of 
time that issuers would be required to keep interactive data 
posted.\220\ As a result, we are revising the proposed rules to require 
that an issuer keep the information posted for at least 12 months. As 
we stated in connection with adopting a 12-month posting period for 
Forms 3, 4 and 5,\221\ we believe that such a period strikes an 
appropriate balance between the issuer effort needed to post and the 
investor benefit from having access to the posted material through the 
additional source

[[Page 6793]]

of the issuer's Web site. In this regard, we note that the interactive 
data would be available indefinitely on the Commission's Web site.\222\
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    \220\ See letter from ABA.
    \221\ Rule 16a-3(k) [17 CFR 240.16a-3(k)].
    \222\ See Release No. 33-8230 (May 7, 2003) [68 FR 25788].
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C. Accuracy and Reliability of Interactive Data

1. Voluntary Program
    Data must be accurate to be useful to investors. To help assure the 
accuracy of interactive data in the voluntary program, the data, upon 
receipt by our electronic filing system, undergoes a validation 
separate from the normal validation of the traditional format 
filing.\223\ Potential liability also helps ensure the accuracy and 
reliability of the data. Although the voluntary program has provided 
limited protections from liability under the federal securities laws 
\224\ and excluded interactive data from being subject to officer 
certification requirements under Exchange Act Rules 13(a)-14 and 15d-
14,\225\ interactive data in the voluntary program are subject to the 
anti-fraud provisions of the federal securities laws. The voluntary 
program also encourages participants' efforts to create accurate and 
reliable interactive data that is the same as the corresponding 
disclosure in the traditional electronic format filing by providing 
that a participant is not liable for information in its interactive 
data that reflects the same information that appears in the 
corresponding portion of the traditional format filing, to the extent 
that the information in the corresponding portion of the traditional 
format filing was not materially false or misleading. To further 
encourage reasonable efforts to provide accurate interactive data, the 
voluntary program treats interactive data that do not reflect the same 
information as the official version as reflecting the official version 
if the volunteer meets several conditions. The volunteer must have made 
a good faith and reasonable attempt to reflect the same information as 
appears in the traditional format filing and, as soon as reasonably 
practicable after becoming aware of any difference, the volunteer must 
amend the interactive data to cause them to reflect the same 
information.\226\
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    \223\ If the traditional format filing meets its validation 
criteria, but any interactive data fail their own validation 
criteria, all interactive data are removed and the traditional 
format filing is accepted and disseminated without the interactive 
data file.
    \224\ Rule 402 under Regulation S-T provides these liability 
protections.
    \225\ See Rules 13a-14(f) [17 CFR 240.13(a)-14(f)] and 15d-14(f) 
[17 CFR 240.15d-14(f)].
    \226\ 17 CFR 232.402(b).
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2. Use of Technology To Detect Errors
    Complete, accurate, and reliable financial statements and other 
disclosures are essential to investors and the proper functioning of 
the securities markets. Our new requirement to submit interactive data 
with registration statements and reports is designed to provide 
investors with new tools to obtain, review, and analyze information 
from public filers more efficiently and effectively. To satisfy these 
goals, interactive data must meet investor expectations of reliability 
and accuracy. Many factors, including companies' policies and 
procedures as buttressed by incentives provided by the application of 
technology by the Commission, market forces and the liability 
provisions of the federal securities laws, help further those goals.
    Building on the validation criteria referenced above for 
interactive data in the voluntary program, we plan to use validation 
software to check interactive data for compliance with many of the 
applicable technical requirements and to help the Commission identify 
data that may be problematic. For example, we expect the Commission's 
technology to:
     Check if required conventions (such as the use of angle 
brackets to separate data) are applied properly for standard and, in 
particular, non-standard special labels and tags;
     Identify, count, and provide the staff with easy access to 
non-standard special labels and tags; \227\
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    \227\ For example, if a company uses the word ``liabilities'' as 
the caption for a value data tagged as ``assets,'' the software 
would flag the filing and bring it to the staff's attention. In 
contrast, if the company used ``Total Assets'' or ``Assets, Total,'' 
the software would identify the use of these terms as a low risk 
discrepancy.
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     Identify the use of practices, including some the XBRL 
U.S. Preparers Guide contains, that enhance usability; \228\
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    \228\ The XBRL U.S. Preparers Guide, available from the XBRL 
U.S. Web site, provides guidance to facilitate preparing information 
in the interactive data format.
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     Facilitate comparison of interactive data with disclosure 
in the corresponding traditional format filing;
     Check for mathematical errors; and
     Analyze the way that companies explain how particular 
financial facts relate to one another.\229\
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    \229\ The technology used to show these relationships is known 
as a ``linkbase.'' Linkbases are part of an XBRL taxonomy and serve 
one of two primary purposes: (1) To define additional information 
about a particular concept (for example to express the definition 
for Inventory or to express the authoritative references for 
Inventory); and (2) to express relationships between different 
concepts (for example Inventory adds up to Current Assets or 
Inventory appears after Accounts Receivable on the balance sheet, 
but before Prepaid Expenses). The Commission will seek to ensure 
that linkbases not only comply with technical requirements but also 
are not used to evade accounting standards.
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    The availability of interactive data to the staff may also enhance 
its review of company filings. After the FDIC required submission of 
interactive data, it reported that its analysts were able to increase 
the number of banks they reviewed by 10% to 33%, and that the number of 
bank reports that failed to fully meet filing requirements fell from 
30% to 0%.\230\
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    \230\ These bank reports require information that is more 
structured and less varied than the information we will require. As 
a result, the FDIC's efficiency gains from the use of interactive 
data likely would be greater than ours.
---------------------------------------------------------------------------

    We believe analysts, individual investors and others outside the 
Commission that use the interactive data submitted to us also will make 
use of software and other tools to evaluate the interactive data and, 
as a result, market forces will encourage companies to provide 
interactive data that accurately reflects the corresponding traditional 
format data in the traditional format filing. For example, the use of 
non-standard special labels or tags (extensions) could introduce 
errors, but we expect the open source and public nature of interactive 
data and the list of tags for U.S. financial statement reporting would 
enable software easily to detect and identify any modifications or 
additions to the approved list of tags. Based on our knowledge of the 
existing software market, we believe such software and other technology 
will be widely available for free or at reasonable cost. Investors, 
analysts, and other users therefore would be able to identify the 
existence and evaluate the validity of any such modifications or 
additions. We also anticipate that companies preparing their 
interactive data and investors, analysts, and other users will use such 
devices to search for and detect any changes made to the standard list 
of tags. The ability of analysts and other users to discover mistakes 
or alterations not consistent with the desired use of interactive data 
may give filers an additional incentive to prepare such data with care 
and promptly to correct any errors.
3. Application of Federal Securities Laws
    An interactive data file generally will be subject to the federal 
securities laws in a modified manner similar to that of the voluntary 
program under new Rule 406T if the filer submits the interactive data 
file within 24 months of the time the filer first is required to submit

[[Page 6794]]

interactive data files \231\ but no later than October 31, 2014.\232\ 
Rule 406T provides that during the time a filer's interactive data 
files are treated in this modified manner, they will be:
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    \231\ The 24-month period would be exclusive of a grace period. 
For example, a large accelerated filer first required to submit 
interactive data for financial statements in a Form 10-Q for the 
fiscal period ended June 30, 2009, would be required to submit the 
interactive data by 30 days after the Form 10-Q's August 10, 2009 
due date but its 24-month period would end August 10, 2011.
    \232\ In regard to liability and also similar to the voluntary 
program, we are adopting as proposed an exclusion for interactive 
data files from the officer certification requirements of Rules 13a-
14 and 15d-14 of the Exchange Act. That exclusion is discussed 
further below in Part II.C.4.
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     Subject to specified anti-fraud provisions \233\ except in 
connection with a failure to comply with the tagging requirements that 
occurs despite a good faith attempt to comply and is corrected promptly 
after the filer becomes aware of the failure;
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    \233\ The specified anti-fraud provisions are Section 17(a)(1) 
of the Securities Act [15 U.S.C. 77q(a)(1)], Section 10(b) [15 
U.S.C. 78j(b)] of Rule 10b-5 [17 CFR 240.10b-5] under the Exchange 
Act and Section 206(1) [15 U.S.C. 80b-6(1)] of the Investment 
Advisers Act of 1940 [15 U.S.C. 80b-1 et seq.].
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     Deemed not filed or part of a registration statement or 
prospectus for purposes of Sections 11 or 12 of the Securities Act and 
not otherwise subject to liability under these sections;
     Deemed not filed for purposes of Section 18 of the 
Exchange Act or Section 34(b) of the Investment Company Act and not 
otherwise subject to liability under these sections; and
     Deemed filed for purposes of (and, as a result, benefit 
from) Rule 103 under Regulation S-T.\234\

    \234\ Interactive data files will be deemed filed for purposes 
of Rule 103 under Regulation S-T [17 CFR 232.103] and, as a result, 
the issuer will not be subject to liability for electronic 
transmission errors beyond its control if the issuer corrects the 
problem through an amendment as soon as reasonably practicable after 
the issuer becomes aware of the problem. Interactive data files will 
be deemed filed for purposes of Rule 103 regardless of whether they 
are eligible for the modified treatment provided by Rule 406T at the 
time submitted. Rule 406T expressly provides that interactive data 
files are deemed filed for purposes of Rule 103 to remove any 
negative inference that otherwise might be drawn due to the fact 
that Rule 406T deems interactive data files to be not filed for 
other specified purposes.

In regard to correcting an interactive data file, we are adding the 
term ``promptly'' to the list of defined terms in Rule 11 under 
Regulation S-T. Rule 11 defines ``promptly'' as ``as soon as reasonably 
practicable under the facts and circumstances at the time.'' The 
definition is followed by a non-exclusive safe harbor. The safe harbor 
generally provides that a correction made by the later of 24 hours or 
9:30 a.m. on the next business day after the filer becomes aware of the 
need for the correction is deemed promptly made. If a filer fails to 
correct within the safe harbor timeframe, the filer still may have 
corrected promptly depending on the applicable facts and circumstances.
    Despite the modified treatment of interactive data files under the 
federal securities laws, a filer would be subject to actions under 
circumstances where the protections of new Rule 406T do not apply. For 
example, the Commission could bring an action against a filer under 
Section 13(a) of the Exchange Act if the filer submits an interactive 
data file with a periodic report and the interactive data file fails to 
comply with the tagging requirements despite a good faith attempt, 
where the filer fails to correct the interactive data file promptly 
after it discovers the failure. On the other hand, the Commission would 
not be able to bring an action against a filer under Sections 17(a)(2) 
and (3) under the Securities Act if the filer submits an interactive 
data file with a Securities Act registration statement if the 
interactive data file fails to comply despite a good faith effort but 
the filer acted negligently.
    New Rule 406T differs from proposed Rule 406 primarily by omitting 
reference to interactive data in viewable form and applying only for a 
specified time.
    We believe that interactive data in viewable form are best 
addressed in relation to interactive data files and traditional 
concepts of liability. Interactive data in viewable form that are 
displayed on the Commission's Web site will reflect the related 
interactive data file and, as a result, such interactive data in 
viewable form should be treated in the same manner as the related 
interactive data file in regard to a filer's failure to correctly tag 
an interactive data file that results in a failure of the interactive 
data in viewable form to reflect the related official filing. 
Interactive data in viewable form that are displayed on other Web sites 
would be subject to general anti-fraud principles applicable to 
republication of another person's statements.\235\ Consistent with 
traditional concepts of liability, a filer would incur no additional 
liability for a failure that occurs in both an interactive data file 
and the related interactive data in viewable form.
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    \235\ These general anti-fraud principles include the concepts 
of aiding and abetting and control person liability. In addition, 
liability for interactive data in viewable form displayed by third 
parties would depend in part on whether that information is 
attributable to the filer. See, e.g., Release No. 34-58288 (Aug. 7, 
2008) at Section II.B.2.
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    We believe that limiting the modified application of the federal 
securities laws to a specified period improves the balance between 
avoiding unnecessary cost and expense and encouraging accuracy in 
regard to interactive data because it recognizes that issuers and 
service providers likely will grow increasingly skilled at and 
comfortable with the tagging requirements.
    In the proposing release, the Commission sought comment on modified 
treatment of interactive data under the federal securities laws. 
Commenters overwhelmingly supported limiting liability,\236\ with a 
fair number of commenters supporting the proposed approach, and a fair 
number suggesting that the proposed approach be made less stringent. 
One expressed the concern that the proposed approach should be made 
more stringent.\237\ A significant number stated that the regulatory 
text was confusing or unclear, especially as to viewable interactive 
data. Finally, a few commenters made other liability-related 
suggestions, sought clarification of the liability applicable to 
situations not intended to be addressed expressly by the proposed rules 
or expressed other concerns.
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    \236\ See, e.g., letters from ABA and IBM.
    \237\ See letter from CII.
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    Commenters supporting the proposed approach generally supported 
having interactive data files be deemed furnished rather than 
filed.\238\ New Rule 406T is consistent with the proposals and these 
comments because it deems interactive data files not filed for purposes 
of various provisions under the federal securities laws.
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    \238\ See, e.g., letters from AICPA, Deloitte, NYCBA, SavaNet 
LLC (SavaNet), and UTC.
---------------------------------------------------------------------------

    Commenters suggesting that the proposed approach be made less 
stringent did so explicitly and implicitly. For example, while the 
proposals generally provided that an interactive data file would be 
protected from federal securities law liability if the issuer made a 
good faith attempt to prepare it correctly, one commenter criticized 
the good faith requirement explicitly \239\ and others did so 
implicitly by stating there should be no liability where there is no 
affirmative intent to mislead.\240\ The commenter that criticized the 
good faith requirement explicitly stated that it would be problematic 
because there would be litigation over its fulfillment. Upon further 
reflection and in light of

[[Page 6795]]

these comments, new Rule 406T requires a ``good faith attempt'' to 
comply with the tagging requirements rather than the proposed ``good 
faith and reasonable attempt.'' We believe that omission of the 
reference to ``reasonable'' should not result in a lesser degree of 
effort by issuers but should help to avoid litigation over fulfillment 
of the requirement. As discussed in detail above, under new Rule 406T 
additional liability protection occurs when a filer makes a good faith 
attempt and corrects any failure to comply with the tagging 
requirements promptly after the filer becomes aware of the failure. In 
this context, we interpret ``good faith'' as not having the scienter 
required for purposes of the anti-fraud provisions.\241\ In a further 
effort to help clarify what constitutes adequate effort for purposes of 
receiving additional liability protection and as also discussed in 
detail above, we have adopted a definition for the term ``promptly'' 
that includes a non-exclusive safe harbor.
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    \239\ See letter from S&C.
    \240\ See, e.g., letters from Angel, Intel, LG, SCS, Southern, 
and USS.
    \241\ See Ernst & Ernst v. Hochfelder, 425 U.S. 185, 206 (1976).
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    Three commenters suggested that, at least at the outset of the 
interactive data submission requirement, there should be essentially no 
liability based on interactive data files or viewable interactive 
data.\242\ Two of these commenters stated that there should be no 
liability because tagging would be a ``new'' process.\243\ The third 
commenter stated that interactive data are merely a repetition, in 
another format, of information already required and there would be 
little risk that issuers would affirmatively try to introduce 
differences between the formats because any such differences would be 
transparent. Similarly, one commenter stated there should be no 
liability attributable to the posting of an interactive data file 
because the information would be out of context.\244\ We acknowledge 
these comments but, in general, believe the measured level of liability 
that would apply at the outset of the mandated program is appropriate 
in light of the current level of development in tagging processes and 
the effect this level of liability should have on helping to assure 
that interactive data are reliable.\245\
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    \242\ See letters from NYCBA, Safeway, and S&C.
    \243\ See letters from NYCBA and Safeway.
    \244\ See letter from SCS.
    \245\ See Part II.B.5 for a discussion of commenter concerns 
regarding interactive data's being out of context.
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    Some commenters that supported limited liability at least at the 
outset of the interactive data submission requirement suggested that 
liability be revisited \246\ or increased \247\ later. Similarly, one 
commenter suggested that the imposition of liability on viewable 
interactive data be conditioned on the maturity of the tagging and 
rendering technology.\248\ In that regard, three commenters suggested 
that the good faith exception proposed for the interactive data file in 
part could form the basis for an exemption for viewable interactive 
data.\249\ As discussed above, we have decided to limit liability at 
the outset of the mandated program but phase out the limitation of 
liability over time. We believe that treatment of interactive data in 
viewable form that appears on our Web site in a manner analogous to the 
treatment of the related interactive data file for liability purposes 
is appropriate in light of the maturity of tagging and rendering 
technology. Similarly, we believe that treatment of interactive data in 
viewable form that appears on other Web sites under general anti-fraud 
principles applicable to republication of another person's statements 
also is appropriate in light of the maturity of such technology.
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    \246\ See, e.g., letters from AICPA, E&Y, and Grant Thornton.
    \247\ See, e.g., letters from SavaNet and UTC.
    \248\ See letter from ABA.
    \249\ See, e.g., letters from ABA, E&Y, and IBM.
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    Commenters stated that the regulatory text was confusing or unclear 
in various ways, with a focus on viewable interactive data. In terms of 
specific items, commenters singled out, for example, the proposed Rule 
406(c)(3)(C) provision attempting to draw a distinction between 
substantive content and compliance with the tagging provisions of 
proposed Rule 405.\250\ In terms of general items and viewable 
interactive data, commenter concerns often related to the fact that the 
proposed rules expressly addressed viewable interactive data only to 
the extent, as converted by the Commission's viewer, it appeared 
identical in all material respects to the related official filing. As a 
result, commenters indicated that it was unclear what liability applied 
to viewable interactive data as rendered by the Commission's viewer, 
not identical in all material respects to the related official filing; 
and as rendered by a non-Commission viewer.\251\ We believe that new 
Rule 406T clarifies or omits the provisions of proposed Rule 406 that 
commenters found confusing. As to viewable interactive data in 
particular, we now omit reference in the rule to one particular 
situation in favor of addressing viewable interactive data in general 
under traditional legal and liability concepts as discussed in detail 
above.
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    \250\ See letters from ABA, Intel, and SCS.
    \251\ See, e.g., letters from ABA and S&C.
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    We did not propose to permit or require legends for interactive 
data files. One commenter expressly approved the absence of a legend 
requirement,\252\ but four commenters suggested variously that the 
Commission require a legend that states people should not rely on the 
interactive data,\253\ that they should not rely on it because of 
limited liability,\254\ or that people should not use the interactive 
data in isolation.\255\ We believe that attempting to place in 
interactive data legends of the type suggested would be impracticable 
because interactive data will often be accessed in their machine-
readable form and, even if they were accessed in viewable form, might 
not be accessed in a place where the legend would appear. As to a 
legend that states people should not rely on the interactive data in 
particular, such a legend would be unnecessary because there is no 
reason the data should not be reliable and, were they not reliable, 
they would have little value.
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    \252\ See letter from CFA. Under the current voluntary program, 
the filing with which interactive data are submitted must disclose 
that the purpose of the interactive data is to test the related 
format and technology and, as a result, investors should not rely on 
the interactive data in making investment decisions.
    \253\ See, e.g., letters from AICPA, CAQ and PWC.
    \254\ See letters from CAQ and PWC.
    \255\ See letter from ABA.
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    To assist filers in ensuring the accuracy of their interactive data 
submissions, we plan to make available to filers the opportunity to 
make a test submission with the Commission. The test submission will 
enable the filer to learn how the validation system would respond if 
the test submission were a live submission and then, if the filer 
wishes, use the Commission's pre-viewer to see the viewable interactive 
data that would be displayed on the Commission Web site if the 
interactive data were accepted and disseminated.\256\ If the validation 
system finds an error, it will advise the filer of the nature of the 
error and as to whether the error was major or minor. As occurs in the 
voluntary program, a major error in an interactive data exhibit that 
was part of a live filing will cause the exhibit to be held in suspense 
in the electronic filing system. The rest of the filing will be 
accepted and disseminated if there are no major errors outside of the 
interactive data exhibit. If that were to happen, the filer will need 
to revise the interactive data exhibit to eliminate

[[Page 6796]]

the major error and submit the exhibit as an amendment to the filing to 
which it is intended to appear as an exhibit. A minor error in an 
interactive data exhibit that is part of a live filing will not prevent 
the interactive data exhibit from being accepted and disseminated 
together with the rest of the filing if there are no major errors in 
the rest of the filing. We believe it will be appropriate to accept and 
disseminate a filing without the interactive data exhibit submitted 
with it if only the exhibit has a major error, in order to disseminate 
at least as much information at least as timely as would have been 
disseminated were there no interactive data requirement.
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    \256\ The EDGAR Filer Manual addresses test submissions 
primarily at Section 6.6.5 of Volume II.
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    Some commenters sought clarifications on whether there might be 
auditor liability on interactive data files.\257\ There is no 
additional basis for auditor liability based on data tagging. Also, an 
auditor will not be required to apply AU Sections 550, 711 or 722 to 
interactive data provided in an exhibit or to the related viewable 
interactive data.\258\
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    \257\ See e.g., letter from E&Y.
    \258\ See Part II.C.4 below for a further discussion of AU 
Sections 550, 711 and 722.
---------------------------------------------------------------------------

    In this regard, we also note that we are not requiring that filers 
involve third parties, such as auditors or consultants, in the creation 
of their interactive data filings. We are taking this approach after 
considering various factors, including:
     Commenters' views;
     The availability of a comprehensive list of tags for U.S. 
financial statement reporting from which appropriate tags can be 
selected, thus reducing a filer's need to develop new elements; \259\
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    \259\ We expect the same will be true with respect to the tags 
for reporting under IFRS as issued by the IASB.
---------------------------------------------------------------------------

     The availability of user-friendly software with which to 
create the interactive data file;
     The multi-year phase-in for each filer, the first year of 
which entails the relatively straightforward process of tagging face 
financial statements, as was done during the voluntary program, and 
block tagging footnotes and financial statement schedules;
     The availability of interactive data technology 
specifications, and of other XBRL U.S., XBRL International, and 
Commission resources for preparers of tagged data; \260\
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    \260\ An example of Commission resources includes the EDGAR 
Filer Manual.
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     The advances in rendering/presentation software and 
validation tools for use by preparers of tagged data that can identify 
the existence of certain tagging errors;
     The expectation that preparers of tagged data will take 
the initiative to develop practices to promote accurate and consistent 
tagging; and
     The filer's and preparer's liability for the accuracy of 
the traditional format version of the financial statements.
    Many commenters believed that issuers should not be required to 
obtain auditor assurance on their interactive data submissions at least 
at the outset of the interactive data submission requirement,\261\ but 
a few commenters favored requiring assurance to enhance 
reliability.\262\ Some commenters suggested monitoring interactive data 
submissions and considering whether to introduce an assurance 
requirement in the future.\263\ We acknowledge the concerns of the 
commenters that believe we should require assurance on interactive 
data. For the reasons discussed above, however, we believe an assurance 
requirement is not now necessary.
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    \261\ See, e.g., letters from AICPA, Deloitte, FEI, Gen. Mills, 
IMA, Illinois Society of Certified Public Accountants (ILSCPA), and 
Teva.
    \262\ See, e.g., letters from CalPERS, CFA and CII. In 
connection with stating their concerns about the lack of auditor 
assurance, two of these commenters also stated their concern about 
the absence of management certification of interactive data under 
the proposed exclusion of interactive data from the officer 
certification requirements of Rules 13a-14 and 15d-14. See letters 
from CFA and CII.
    \263\ See, e.g., letters from AICPA, CAQ, Deloitte, E&Y, Grant 
Thornton, and KPMG.
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    A number of commenters, including many representing the auditing 
profession, recommended that the Commission and the PCAOB provide 
guidance to issuers and auditors for situations where an issuer wanted 
to voluntarily obtain some form of auditor assurance on interactive 
data.\264\ We note that issuers can obtain third-party assurance under 
the PCAOB Interim Attestation Standard--AT sec. 101, Attest Engagements 
on interactive data, and can start and stop obtaining assurance 
whenever they choose.\265\ We understand that the PCAOB is aware of 
sentiment in favor of interactive data-specific attestation standards.
---------------------------------------------------------------------------

    \264\ These included tagging in general (see, e.g., letters from 
AICPA and UTC); extensions (see, e.g., letters from AICPA and UTC); 
and correct associated data (see, e.g., letter from UTC).
    \265\ If an issuer wishes to refer in a filing to third party 
assurance voluntarily obtained from an auditor or other party, the 
issuer must comply with applicable consent requirements.
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    Auditing firms generally did not support requiring issuers to 
obtain auditor assurance on data tagging, and stated their concern that 
users of interactive data financial statements may incorrectly assume 
that auditor assurance has been provided on the data tagging.\266\ 
These auditing firms recommended:
---------------------------------------------------------------------------

    \266\ See, e.g., letters from CAQ, Deloitte, E&Y, Grant 
Thornton, KPMG, and PWC.
---------------------------------------------------------------------------

     Requiring issuers' filings to specify clearly the extent 
of auditor involvement with the interactive data exhibit; \267\
---------------------------------------------------------------------------

    \267\ See, e.g., letters from Deloitte, Grant Thornton, and PWC.
---------------------------------------------------------------------------

     Requiring the interactive data submission to state that it 
is not subject to assurance when no assurance has been provided; \268\
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    \268\ See, e.g., letters from Deloitte, E&Y and Grant Thornton.
---------------------------------------------------------------------------

     Prohibiting tagging the auditor's report; \269\ and
---------------------------------------------------------------------------

    \269\ See, e.g., letters from CAQ, Deloitte, E&Y, Grant 
Thornton, and KPMG.
---------------------------------------------------------------------------

     Revising the standard audit report to clarify the extent 
to which, if any, the audit extends to interactive data.\270\
---------------------------------------------------------------------------

    \270\ See, e.g., letter from Deloitte.
---------------------------------------------------------------------------

    Some commenters suggested monitoring the interactive data 
submission program and considering whether to introduce an assurance 
requirement in the future.\271\ As stated previously, the Commission 
does not believe that auditor involvement is necessary with respect to 
the interactive data file. We also believe that the rules as adopted 
address some of the commenters' concerns regarding the perception of 
auditor involvement in the creation of the interactive data exhibit. 
Although Rule 405 as adopted does not include a requirement that 
auditors' reports be tagged, the rules do not prohibit issuers from 
indicating in the financial statements (such as in a footnote) the 
degree of auditor involvement in the tagging process. Accordingly, we 
believe that an issuer can make clear the level of auditor involvement 
or lack thereof in the creation of the interactive data exhibit.
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    \271\ See letters from AICPA, CAQ, Deloitte, E&Y, GT, and KPMG.
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4. Officer Certifications and Integration of Interactive Data and 
Business Information Processing
    Rules 13a-14 and 15d-14 generally require officers to certify in 
periodic reports to various matters relating to internal control over 
financial

[[Page 6797]]

reporting \272\ and disclosure controls and procedures.\273\
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    \272\ Exchange Act Rules 13a-15(f) [17 CFR 240.13a-15(f)] and 
15d-15(f) [17 CFR 240.15d-15(f)] define the term ``internal control 
over financial reporting,'' in general, as a process designed by or 
under the supervision of specified persons and effected by the 
issuer's board of directors, management and other personnel ``to 
provide reasonable assurance regarding the reliability of financial 
reporting and the preparation of financial statements for external 
purposes in accordance with [GAAP] and includes [specified] policies 
and procedures.'' Rules 13a-15 and 15d-15 generally require 
specified issuers to maintain internal control over financial 
reporting and require the management of those issuers to evaluate 
the effectiveness of the issuer's internal control over financial 
reporting. In addition, the certifications specified by Item 
601(b)(31) of Regulation S-K and Instruction B(e) of Form 20-F that 
relate to these specified issuers, generally must address the 
establishment, maintenance, design, changes in and deficiencies and 
material weaknesses related to the issuer's internal control over 
financial reporting.
    \273\ Rules 13a-15(e) and 15d-15(e) define the term ``disclosure 
controls and procedures'' as ``controls and other procedures of an 
issuer that are designed to ensure that information required to be 
disclosed by the issuer in [its periodic] reports * * * is recorded, 
processed, summarized and reported within the time periods 
[required].''
---------------------------------------------------------------------------

    We are adopting amendments that exclude interactive data from the 
officer certification requirements of Rules 13a-14 and 15d-14. We 
believe that adopting these amendments is part of striking an 
appropriate balance between avoiding unnecessary cost and expense and 
encouraging accuracy in regard to interactive data. A number of 
commenters stated that interactive data submissions should not be 
included within the scope of officer certifications,\274\ but two 
commenters expressed concern about the exclusion \275\ and one 
commenter recommended that they be included after the two-year phase-in 
period.\276\ The commenters supporting the exclusion cited varying 
reasons including, for example, that an officer should not be required 
to certify to data that is not human-readable \277\ and that inclusion 
would result in increased expense and exposure without commensurate 
investor benefit.\278\ The commenters expressing concern cited the 
exclusion together with the absence of an auditor assurance requirement 
as together resulting in less confidence in the interactive data than 
in traditional format information. As stated above in regard to 
liability generally, we believe that adopting the officer certification 
exclusion is part of striking an appropriate balance between avoiding 
unnecessary cost and expense and encouraging accuracy. We intend to 
monitor implementation and, if necessary, make appropriate adjustments 
in the future regarding officer certifications.
---------------------------------------------------------------------------

    \274\ See, e.g., letters from FirstEnergy, LGI, NYCBA, Safeway, 
Southern, Teva, USS, and WellPoint.
    \275\ See letters from CFA and CII.
    \276\ See letter from AICPA.
    \277\ See letter from Safeway.
    \278\ See letter from NYCBA.
---------------------------------------------------------------------------

    As the technology associated with interactive data improves, 
issuers may integrate interactive data technology into their business 
information processing, and such integration may have implications 
regarding internal control over financial reporting no different than 
any other controls or procedures related to the preparation of 
financial statements. If this integration occurs, the preparation of 
financial statements may become interdependent with the interactive 
data tagging process and an issuer and its auditor should evaluate 
these changes in the context of their reporting on internal control 
over financial reporting. However, this evaluation is separate from the 
preparation and submission of the interactive data file, and as such 
the results of the evaluation would not require management to assess or 
an auditor to separately report on the issuer's interactive data file 
provided as an exhibit to a filer's reports or registration statements.
    Some commenters sought clarification of whether the basis for the 
proposed exclusion of interactive data from officer certification is 
that interactive data are not within the scope of disclosure controls 
and procedures.\279\ In this regard, one of the commenters noted that 
the Commission did not propose amendments related to Sarbanes-Oxley 
requirements to Items 307 (disclosure controls and procedures), 308 
(internal control over financial reporting) or 601 (exhibits) of 
Regulation S-K. As a result, the commenter recommended that the final 
rule explicitly address these areas to avoid misunderstandings and 
potential delays in implementation.\280\ As discussed above, we are 
excluding interactive data from the officer certification requirements 
as part of our effort to strike an appropriate balance between avoiding 
unnecessary cost and expense and encouraging accuracy in regard to 
interactive data. Interactive data would fall within the definition of 
``disclosure controls and procedures'' and, accordingly, we are not 
adopting the exclusion on that basis.
---------------------------------------------------------------------------

    \279\ See, e.g., letters from Deloitte and KPMG.
    \280\ See letter from KPMG.
---------------------------------------------------------------------------

    SAS 8 (AU Section 550) was issued in December 1975 to address an 
auditor's consideration of information in addition to audited financial 
statements and the independent auditor's report on the audited 
financial statements included in documents that are published by an 
entity (e.g., an annual periodic report). Similarly, paragraph 18(f) of 
SAS 100 (AU Section 722) addresses an auditor's consideration of other 
information that accompanies interim financial statements included in 
quarterly periodic reports. With respect to registration statements, 
SAS 37 (AU Section 711) was issued in April 1981 to address the 
auditor's responsibilities in connection with filings under the federal 
securities statutes.
    As we stated in the proposing release in regard to the proposed 
rules, with respect to the adopted rules, an auditor will not be 
required to apply AU Sections 550, 722, or 711 to the interactive data 
provided as an exhibit in a company's reports or registration 
statements, or to the viewable interactive data. Several commenters 
agreed that an auditor would not be required to apply AU Sections 550, 
711 or 722 to the interactive data provided as an exhibit or to the 
related viewable interactive data but wanted the PCAOB to formalize 
that view.\281\ We understand that the PCAOB is aware of this matter.
---------------------------------------------------------------------------

    \281\ See, e.g., letters from BDO, CAQ Deloitte, E&Y and PWC.
---------------------------------------------------------------------------

5. Continued Traditional Format
    The new rules will not eliminate or alter existing filing 
requirements that financial statements and financial statement 
schedules be filed in traditional format. We believe investors and 
analysts may wish to use the traditional format to obtain an electronic 
or printed copy of the entire registration statement or report either 
in addition to or instead of disclosure formatted using interactive 
data.
    The vast majority of commenters stated that the Commission should 
continue to require human-readable financial statements in traditional 
format even if it required interactive data format as well.\282\ Most 
of these commenters also stated that the Commission should monitor the 
development of technology that could enable companies to file 
information in a manner that provides the processing benefits of 
interactive data and the visual clarity of the traditional format. 
These commenters reasoned that when such technology is developed, it 
would be appropriate to require only the single resulting format.
---------------------------------------------------------------------------

    \282\ See, e.g., letters from Southern, AICPA, IBM, National 
City, NYSSCPA, and UTC.

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[[Page 6798]]

D. Required Items

1. Data Tags
    To comply with the proposed rules, filers using U.S. GAAP will be 
required to tag their financial statements using the most recent list 
of tags for U.S. financial statement reporting, as released by XBRL 
U.S. and required by the EDGAR Filer Manual.\283\ Each company will be 
required to use one or more of the five standard industry-specific 
lists identified in the EDGAR Filer Manual, as is appropriate for its 
business.\284\
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    \283\ The latest list of data tags for U.S. financial statement 
reporting was released on April 28, 2008 and is available at http://xbrl.us/pages/us-gaap.aspx. See XBRL U.S. Press Release, XBRL U.S. 
Finalizes U.S. GAAP Taxonomies and Preparers Guide with Delivery to 
SEC (May 2, 2008).
    \284\ We note that the vast majority of companies will fall 
under the Commercial and Industrial industry group. Additional 
guidance on the industry-specific lists is expected to appear in the 
EDGAR Filer Manual.
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    Regular updates to the list of tags for U.S. financial statement 
reporting will likely be posted annually and be available for 
downloading. In addition, interim extensions may be made available for 
download in order to reflect changes in accounting and reporting 
standards. To provide companies sufficient time to become familiar with 
any such updates, we anticipate giving advance notice before requiring 
use of an updated list of tags. Based on experience to date with the 
most recent update to the list of tags, we believe that it is 
sufficiently developed to support the interactive data disclosure 
requirements in the new rules.
    Similarly, filers using IFRS as issued by the IASB will be required 
to tag their financial information using the most recent list of tags 
for international financial reporting, as released by the IASCF and 
specified in the EDGAR Filer Manual.\285\ Although IFRS tags are not 
currently supported by EDGAR, the Commission will give notice when 
filers can voluntarily submit filings using the IFRS taxonomy.
---------------------------------------------------------------------------

    \285\ The International Accounting Standards Committee 
Foundation has been developing the IFRS financial reporting tag list 
since 2002. See http://www.iasb.org/xbrl/index.html. The 2008 
version of the IFRS financial reporting tag list was, as noted 
above, finalized in June 2008 and is planned to be updated annually 
for changes in accounting and reporting standards.
---------------------------------------------------------------------------

    One of the principal benefits of interactive data is its 
extensibility--that is, the ability to add to the standard list of tags 
in order to accommodate unique circumstances in a filer's particular 
disclosures. The use of customized tags, however, may also serve to 
reduce the ability of users to compare similar information across 
companies. This was the source of a significant amount of comment. Some 
commenters were concerned that currently available standard taxonomies 
do not cover many company specific extension needs and any increase in 
customized taxonomy extensions would directly interfere with the 
comparability of inter-company data.\286\ A number of commenters 
suggested ways to facilitate interactive data tagging, which included 
monitoring,\287\ cataloging,\288\ and discouraging \289\ extension use 
as well as revising the Preparers Guide to put it in plain 
English.\290\
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    \286\ See, e.g., letter from EuropeanIssuers.
    \287\ See, e.g., letter from CFA.
    \288\ See, e.g., letter from ABA.
    \289\ See, e.g., letters from Grant Thornton, CFA, Morgan 
Stanley, and Rivet.
    \290\ See, e.g., letter from Grant Thornton.
---------------------------------------------------------------------------

    We acknowledge these concerns. In order to promote comparability 
across companies, the new rules, as proposed, will limit the use of 
extensions to circumstances where the appropriate financial statement 
element does not exist in the standard list of tags. The new rules also 
require that wherever possible and when a standard element is 
appropriate, preparers change the label for a financial statement 
element that exists in the standard list of tags, instead of creating a 
new customized tag. For example, the standard list of tags for U.S. 
GAAP includes the financial statement element ``gross profit.'' The 
list does not include ``gross margin,'' because this is definitionally 
the same as ``gross profit''--both are generally used to mean ``excess 
of revenues over the cost of revenues.'' A filer using the label 
``gross margin'' in its income statement should use the tag 
corresponding to the financial statement element ``gross profit.'' It 
would then change the label for this item on the standard list to 
``gross margin.''
    Finally, under Item 401(c) of Regulation S-T, voluntary filers' 
interactive data elements must reflect the same information as the 
corresponding traditional format elements. Further, no data element can 
be ``changed, deleted or summarized'' in the interactive data 
file.\291\ We are not changing this equivalency standard for financial 
statements provided in interactive data format as required by the new 
rules.
---------------------------------------------------------------------------

    \291\ Item 401(c)(2) of Regulation S-T.
---------------------------------------------------------------------------

2. Regulation S-T and the EDGAR Filer Manual
    The new rules require that filers provide interactive data in the 
form of exhibits to related registration statements and reports.\292\ 
Interactive data will be required to comply with our Regulation S-T 
\293\ and the EDGAR Filer Manual. The EDGAR Filer Manual is available 
on our Web site. It includes technical information for making 
electronic filings with the Commission. Volume II of this manual 
includes guidance on the preparation, submission, and validation of 
interactive data submitted under the voluntary program.
---------------------------------------------------------------------------

    \292\ The requirement to submit XBRL data as an exhibit will 
appear in Item 601(b)(101) of Regulation S-K, paragraph 101 of the 
Information Not Required to be Delivered to Offerees or Purchasers 
of both Form F-9 and F-10, Item 101 of the Instructions to Exhibits 
of Form 20-F, paragraph B.7 of the General Instructions to Form 40-F 
and paragraph C.6 of the General Instructions to Form 6-K.
    \293\ Rule 405 of Regulation S-T directly sets forth the basic 
tagging and posting requirements for the XBRL data and requires 
compliance with the EDGAR Filer Manual. Consistent with Rule 405, 
the EDGAR Filer Manual will contain the detailed tagging 
requirements.
---------------------------------------------------------------------------

    In addition to both Regulation S-T, which will include rules we are 
adopting, and the instructions in our EDGAR Filer Manual, filers may 
access other sources for guidance in tagging their financial 
information. These include the XBRL U.S. Preparers Guide; user guidance 
accompanying tagging software; and financial printers and other service 
providers. New software and other forms of third-party support for 
tagging financial statements using interactive data are also becoming 
widely available.

E. Consequences of Non-Compliance and Hardship Exemption

    The new rules provide, as proposed, that if a filer does not make 
the required interactive data submission, or post the interactive data 
on the company Web site, by the required due date, the filer will be 
unable to use short form registration statements on Forms S-3, F-3, or 
S-8.\294\ This disqualification will last until the interactive data 
are provided. During the period of disqualification, the filer also 
will be deemed not to have available adequate current public 
information for purposes of the resale exemption safe harbor

[[Page 6799]]

provided by Rule 144.\295\ Once a filer complies with the interactive 
data submission and posting requirements--provided it previously filed 
its financial statement information in traditional format on a timely 
basis--it will be deemed to be timely and current in its periodic 
reports.
---------------------------------------------------------------------------

    \294\ Forms S-3, F-3, and S-8 are regarded as short form 
registration statements because they enable eligible issuers to 
register securities for offer and sale under the Securities Act by 
providing information in a more streamlined manner than they 
otherwise could. In order to be eligible to use these short forms, 
an issuer must meet specified requirements, including being current 
in its filing of Exchange Act reports. In general, an issuer is 
current if it has filed all of its required Exchange Act reports for 
the twelve months before filing the registration statement. Filers 
that are unable to use short form registration also are unable to 
incorporate by reference certain information into Forms S-4 and F-4. 
See Item 12 of Forms S-4 and F-4.
    \295\ Rule 144 under the Securities Act creates a safe harbor 
for the resale of securities under the exemption from Securities Act 
registration set forth in Section 4(1) of the Securities Act [15 
U.S.C. 77d(1)]. In order for some resales of securities to comply 
with Rule 144, the issuer of the securities must be deemed to have 
adequate current public information available as specified by Rule 
144(c)(1) [17 CFR 230.144(c)(1)]. Rule 144(c)(1) deems an issuer 
required to file reports under the Exchange Act to have adequate 
public information available if it is current in its filing of 
Exchange Act periodic reports. In general, an issuer would be deemed 
current for this purpose if it has filed all of its required 
Exchange Act periodic reports for the twelve months before the sale 
of securities for which the Rule 144 safe harbor is sought.
---------------------------------------------------------------------------

    We believe that precluding the use of short form registration 
statements during any period of failure to comply will appropriately 
direct attention to the interactive data reporting requirement. 
Allowing filers to reestablish their current status by later complying 
with the interactive data reporting requirement will strike a 
reasonable balance of negative consequences and recognition that the 
company's traditional format reports will have been filed.
    Consistent with the treatment of other applicable reporting 
obligations, we are adopting hardship exemptions for the inability to 
timely submit interactive data. Rule 201 under Regulation S-T provides 
for temporary hardship exemptions. Rule 202 under Regulation S-T 
provides for continuing hardship exemptions.\296\
---------------------------------------------------------------------------

    \296\ We have amended Rule 12b-25 [17 CFR 240.12b-25] under the 
Exchange Act, which, in general, deals with notification of the 
inability to timely file or submit all or part of specified forms 
and deems such forms to be timely filed under specified conditions. 
We added paragraph (h) to state that the provisions of the rule do 
not apply to interactive data files and that filers unable to submit 
or post interactive data files when required must comply with the 
hardship exemption requirements of either Rule 201 or 202 of 
Regulation S-T. New paragraph (h) will treat interactive data files 
in a manner similar to that which current Rule 12b-25(g) treats 
electronic filings in general. When Rule 12b-25 provides that the 
financial statements in traditional format are deemed filed timely 
even though actually filed later, the related interactive data 
exhibit must be submitted and posted on the date the related 
traditional format financial statements are actually filed, not when 
they are deemed to be filed under Rule 12b-25.
---------------------------------------------------------------------------

    Rule 201 generally provides a temporary hardship exemption from 
electronic submission of information, without staff or Commission 
action, when a filer experiences unanticipated technical difficulties 
that prevent timely preparation and submission of an electronic filing. 
The temporary hardship exemption permits the filer to initially submit 
the information in paper but requires the filer to submit a confirming 
electronic copy of the information within six business days of filing 
the information in paper. Failure to file the confirming electronic 
copy by the end of that period results in short form 
ineligibility.\297\
---------------------------------------------------------------------------

    \297\ Rule 201 of Regulation S-T.
---------------------------------------------------------------------------

    We recognize the inherently electronic nature of interactive data. 
In light of this and the consequences to an issuer of not timely 
submitting interactive data, we are revising Rule 201, as proposed, to 
provide a temporary hardship exemption that does not depend upon filing 
a paper version. This exemption will apply without staff or Commission 
action if a filer experiences unanticipated technical difficulties that 
prevent the timely preparation and electronic submission of interactive 
data. The revised temporary hardship exemption will cause the filer to 
be deemed current for purposes of incorporation by reference, short 
form registration, and Rule 144 for a period of up to six business days 
from the date the interactive data were required to be submitted.\298\ 
If the filer does not electronically submit the interactive data by the 
end of that period, from the seventh business day forward the filer 
will not be deemed current until it does electronically submit the 
interactive data. Similarly, we are revising Rule 201 to provide an 
essentially mirror-image exemption from the new requirement for an 
issuer that has a corporate Web site to post the interactive data on 
its Web site.
---------------------------------------------------------------------------

    \298\ The information would not have to be filed in paper first, 
as this would be meaningless in the case of interactive data.
---------------------------------------------------------------------------

    Rule 202 permits a filer to apply in writing for a continuing 
hardship exemption if information otherwise required to be submitted in 
electronic format cannot be so filed without undue burden or expense. 
If the Commission or the staff, through authority delegated from the 
Commission, grants the request, the filer must file the information in 
paper by the applicable due date and file a confirming electronic copy 
if and when specified in the grant of the request.
    We are revising Rule 202, as proposed, to provide that a grant of a 
continuing hardship exemption for interactive data will not require a 
paper submission and that the filer will be deemed current until the 
end of the period for which the exemption is granted. Rule 202 also 
provides that, if the exemption was granted for only a specified period 
rather than indefinitely, the filer will be deemed current up to the 
end of that period. If the filer does not electronically submit the 
interactive data by the end of that period, from the next business day 
forward the filer will not be deemed current until it does 
electronically submit the interactive data. Similarly, we are revising 
Rule 202 to provide an essentially mirror-image exemption from the new 
requirement for an issuer that has a corporate Web site to post the 
interactive data on its Web site.
    A few commenters generally supported the proposed consequences for 
late submissions and Web site postings of interactive data files,\299\ 
but several objected.\300\ Some commenters objected to all of the 
proposed consequences for late submissions and postings as, for 
example, unduly harsh in general \301\ or inappropriate because the 
same information would be on file already in traditional format.\302\ 
One commenter claimed that in analogous situations the Commission 
decided not to impose similar consequences. The commenter noted that in 
Release No. 34-49424,\303\ the Commission decided not to impose short 
form eligibility or Rule 144 current public information loss for 
failure to provide timely certain disclosures required by Form 8-
K.\304\ The disclosures involved, however, were required by items that 
we stated ``may require management to make rapid materiality and other 
judgments within the compressed Form 8-K filing timeframe'' and issuers 
would not have been able to reestablish short form eligibility upon 
compliance because they would have been deemed not timely rather than 
not current.
---------------------------------------------------------------------------

    \299\ See, e.g., letters from CFA, E&Y, Grant Thornton, LG, and 
UTC.
    \300\ See, e.g., letters from ABA, CSG, LGI, NYCBA, SCS, 
Southern, and USS.
    \301\ See, e.g., letter from NYCBA.
    \302\ See, e.g., letter from CSG.
    \303\ Release No. 34-49424 (March 16, 2004) [69 FR 15594].
    \304\ See letter from ABA. This commenter also pointed out that 
in Release No. 34-46464 (Apr. 8, 2003) [67 FR 58480], Release No. 
34-46464A (Sept. 5, 2003) [67 FR 17880] the Commission stated that 
it considered making Web site posting of reports a condition to 
short form eligibility but concluded such an approach would be 
overly burdensome.
---------------------------------------------------------------------------

    We acknowledge these concerns, but in adopting the rules as 
proposed we believe that the consequences imposed will provide a useful 
compliance incentive and that commenters' concerns are mitigated 
somewhat by the availability of the temporary and continuing hardship 
exemptions and the ability of filers to reestablish their

[[Page 6800]]

current status upon complying with their interactive data requirements.

III. Paperwork Reduction Act

A. Background
    The amendments contain ``collection of information'' requirements 
within the meaning of the Paperwork Reduction Act of 1995, or PRA.\305\ 
The purpose of the amendments is to make financial information easier 
for investors to analyze and to assist issuers in automating regulatory 
filings and business information processing. We published a request for 
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.\306\ OMB responded that 
it will not act on the request until the Commission supplements the 
request at the adopting stage with a discussion that includes the 
Commission's response to comments received on the proposed rules. Our 
new estimates that take into account variations between what we 
proposed and what we are adopting reflect a burden that is not 
significantly different than the estimates from the proposing release. 
When we receive OMB clearance, we will publish notice in the Federal 
Register. 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.
---------------------------------------------------------------------------

    \305\ 44 U.S.C. 3501 et seq.
    \306\ 44 U.S.C. 3507(d) and 5 CFR 1320.11.
---------------------------------------------------------------------------

    The title for the new collection of information the amendments will 
establish is ``Interactive Data'' (OMB Control No. 3235-0645). This 
collection of information relates to already existing regulations and 
forms adopted under the Securities Act and the Exchange Act that set 
forth financial disclosure requirements for registration statements as 
well as periodic, current and transition reports and Forms 6-K. The 
amendments will require issuers to submit specified financial 
information to the Commission and post it on their corporate Web sites, 
if any, in interactive data form. The specified financial information 
already is and will continue to be required to be submitted to the 
Commission in traditional format under existing registration statement 
as well as periodic, current, and transition report and Form 6-K 
requirements. Compliance with the amendments will be mandatory 
according to the phase-in schedule previously described.\307\ Issuers 
not yet phased-in, however, could comply voluntarily with the 
amendments when the appropriate taxonomies are supported by EDGAR. The 
information required to be submitted would not be kept confidential by 
the Commission.
---------------------------------------------------------------------------

    \307\ See Part II.B.
---------------------------------------------------------------------------

B. Reporting and Cost Burden Estimates

1. Registration Statement and Periodic Reporting
    Form S-1 (OMB Control No. 3235-0065), Form S-3 (OMB Control No. 
3235-0073), Form S-4 (OMB Control No. 3235-0324), and Form S-11 (OMB 
Control No. 3235-0067) prescribe information that a filer must disclose 
to register certain offers and sales of securities under the Securities 
Act. Form F-1 (OMB Control No. 3235-0258), Form F-3 (OMB Control No. 
3235-0256), Form F-4 (OMB Control No. 3235-0325), Form F-9 (OMB Control 
No 3235-0377), and F-10 (OMB Control No. 3235-0380) prescribe 
information that a foreign private issuer must disclose to register 
certain offers and sales of securities under the Securities Act. Form 
10-K (OMB Control No. 3235-0063) prescribes information that a filer 
must disclose annually to the market about its business. Form 10-Q (OMB 
Control No. 3235-0070) prescribes information that a filer must 
disclose quarterly to the market about its business. Form 10 (OMB No. 
3235-0064) prescribes information that a filer must disclose when 
registering a class of securities pursuant to the Exchange Act. Form 8-
K (OMB No. 3235-0060) prescribes information an issuer must disclose to 
the market upon the occurrence of certain specified events and enables 
an issuer to disclose other information voluntarily. Form 20-F (OMB 
Control No. 3235-0288) and Form 40-F (OMB No. 3235-0381) are used by a 
foreign private issuer both to register a class of securities under the 
Exchange Act as well as to provide its annual report required under the 
Exchange Act. Form 6-K (OMB No. 3235-0116) prescribes information that 
a foreign private issuer must disclose regarding certain specified 
changes to its business and securities pursuant to the Exchange Act and 
enables an issuer to disclose other information voluntarily.
    As previously noted, we are adopting the amendments substantially 
as proposed. We expect the variations between what we proposed and what 
we adopted to lessen the collection of information burden, even after 
accounting for the amendments requiring companies to submit interactive 
data for financial statements contained in additional forms--Securities 
Act registration statements on Forms F-9 and F-10, periodic reports on 
Forms 40-F and current reports on Forms 8-K and reports on Forms 6-K 
that contain updated financial statements that have been revised to 
reflect a subsequent event rather than the correction of an error.
    While we are adopting the proposed requirement to tag separately 
each amount within a footnote (i.e., monetary value, percentage, and 
number), in contrast to the proposals, we will permit, but not require, 
filers to tag, to the extent they choose, each narrative disclosure. As 
a result, the cost estimates for detailed tagging in the adopting 
release are reduced by 30%, to 70 hours for the first filing, and 35 
hours for subsequent filings. Permitting rather than requiring filers 
to tag each narrative footnote disclosure contributes significantly to 
lessening the estimated collection of information burden.\308\
---------------------------------------------------------------------------

    \308\ The other factor that contributes significantly to 
lessening the estimated collection of information burden is the 
reduction in the estimated number of filers subject to the 
interactive data requirements due to the elimination of issuers of 
asset-backed securities. Such issuers inadvertently were included in 
the estimate made in connection with the proposed rules.
---------------------------------------------------------------------------

    As noted above, in contrast to the proposals, we are adopting 
amendments requiring companies to submit interactive data for financial 
statements contained in additional forms--Securities Act registration 
statements on Forms F-9 and F-10, periodic reports on Forms 40-F and 
current reports on Forms 8-K and reports on Forms 6-K that contain 
updated financial statements that have been revised to reflect a 
subsequent event rather than the correction of an error. The amendments 
expanding the forms subject to the interactive data requirements tend 
to increase the estimated collection of information burden but this 
increase is more than offset by the factors that tend to decrease the 
collection of information burden.
    We expect the following variations from the proposal will not 
affect the collection of information burden in more than a negligible 
and non-quantifiable way.
     The amendments will require that interactive data be 
submitted with a Securities Act registration statement filing only 
after a price or price-range has been determined and any later time 
when the financial statements are changed rather than, as proposed, 
requiring interactive data submissions with each filing.
     The timing of the required Web site posting has been 
eased. A filer must

[[Page 6801]]

post the interactive data exhibit on its corporate Web site not later 
than the end of the calendar day it submitted or was required to submit 
the interactive data exhibit, whichever is earlier. As proposed, Web 
site posting would have been required by the end of the business rather 
than calendar day.
     Interactive data will be required to be posted for at 
least 12 months on an issuer's Web site. The proposing release did not 
specify this, but commenters requested clarification.
    The information required by the new collection of information we 
are adopting will correspond to specified financial information now 
required by these forms and will be required to appear in exhibits to 
these forms and on filers' corporate Web sites. The compliance burden 
estimates for the collection of information are based on the phase-in, 
beginning with approximately 500 large accelerated filers subject to 
the rules in the first year, followed by approximately 1,000 more 
filers in year two and approximately 8,700 more filers in year three. 
These numbers are estimated using the public float measured on the last 
day of the second quarter following the company's most recent fiscal 
year end--the same date used to determine a filer's accelerated filer 
status. The proposing release estimated a larger number of filers being 
phased in, including 1,300 in year two and 10,200 in year three. In 
those estimates, issuers of asset-backed securities, who annually file 
a Form 10-K, were included. Those issuers, however, typically are not 
required to and do not include their financial statements in Forms 10-
K, and, as a result they would not be required to provide interactive 
data files under the proposed rules. Consequently, they were removed 
from the updated estimate reported here.
    Based on estimates from the voluntary filer participant 
questionnaire results, we estimate that interactive data filers would 
incur the following average:
     Internal burden hours to tag the face financials:
    [cir] 125 hours for the first filing under the requirements; and
    [cir] 17 hours for each subsequent filing.
     Out-of-pocket cost for software and filing agent services: 
$6,140 for each filing.
    Based on qualitative assessments of time and modifications to the 
proposed level four detailed tagging requirements that eliminate 
required tagging of the narrative, we estimate that interactive data 
filers would incur the following average internal burden hours:
     Footnotes
    [cir] 7 hours to block tag for each filing made during the first 
year under the requirements;
    [cir] 70 hours to detail tag for the first filing made in the 
second year under the requirements; and
    [cir] 35 hours to detail tag for each subsequent filing.
     Schedules
    [cir] 1 hour to block tag for each filing made during the first 
year under the requirements;
    [cir] 7 hours to detail tag for the first filing made in the second 
year under the requirements; and
    [cir] 3.5 hours to detail tag for each subsequent filing.
     Web site Posting: 4 hours to post all interactive data 
submissions made during each year.
    In the proposing release, the number of hours to detail tag the 
footnotes in the second year of the requirements was estimated at 100 
hours for the first filing, and 50 for subsequent filings. Several 
commenters provided alternative estimates. For example, one commenter 
\309\ suggested that detailed tagging initially would require 80 hours 
of time, while another commenter indicated that 40 hours would be 
required on an ongoing basis.\310\ Although both of these estimates are 
below our estimate, other commenters suggested that the time required 
for detailed tagging of the footnotes would be hundreds of hours,\311\ 
three to four times higher than our estimate,\312\ and an order of 
magnitude higher than our estimate.\313\
---------------------------------------------------------------------------

    \309\ See letter from FirstEnergy. It is unclear whether this 
commenter believed that detailed tagging would require 80 hours on 
an ongoing basis.
    \310\ See letter from National City.
    \311\ See letter from Intel.
    \312\ See letter from IBM.
    \313\ See letter from Constellation Energy.
---------------------------------------------------------------------------

    One of the considerations responsible for the wide variation in 
predicted time for detailed tagging was the proposed requirement to tag 
the narrative portion of the footnote. Unlike the discrete numerical 
values in the face financials that are well-defined and easy to 
quantify, the narrative portion of the footnotes provides a higher 
degree of variability in the number and structure of reported items. 
While we are adopting the proposed requirement to tag separately each 
amount within a footnote (i.e., monetary value, percentage, and 
number), we will permit, but not require, filers to tag, to the extent 
they choose, each narrative disclosure. As a result, the cost estimates 
for detailed tagging in the adopting release are reduced by 30%, to 70 
hours for the first filing, and 35 hours for subsequent filings. 
Nevertheless, it is reasonable to assume that many filers, particularly 
the largest filers with the most complex filings, may require more than 
70 hours to comply with the detailed tagging requirement. It is also 
reasonable to assume that many filers will require significantly less 
time than 70 hours, and 70 hours seems to fall within the range 
suggested by commenters and what is anticipated by Commission staff. We 
believe that the proposed requirement to tag each narrative disclosure 
within a footnote that, as adopted, will be optional, probably was a 
significant component of the higher estimates provided by commenters. 
As discussed in greater detail above, a significant number of 
commenters objected, in particular, to the proposed detailed footnote 
tagging requirement and several of those commenters argued that 
detailed footnote tagging would require significant effort by the 
issuer.\314\
---------------------------------------------------------------------------

    \314\ See Part II.B.3.a.
---------------------------------------------------------------------------

    Based on the number of filers we expect to be phased in each of the 
first three years under the requirements, the number of filings that we 
expect those filers to make that would require interactive data \315\ 
and the internal burden hour and out-of-pocket cost estimates 
described, we estimate that the average yearly burden of the 
requirements over the first three years would be 916,846 internal hours 
per year and $110.6 million in out-of-pocket expenses for software and 
filing agent services per year and would be incurred by an average of 
4,055 filers for an average yearly burden per filer of 226.1 internal 
hours and $27,300 in out-of-pocket expenses. This estimate reflects a 
reduction in average yearly burden compared to the proposing release, 
where we estimated $1,164,690 internal hours per year and $129 million 
out-of-pocket expenses per year. This reduction is in part attributed 
to a smaller number of filers due to the elimination of issuers of 
asset-backed securities that inadvertently were included in the 
estimate made in connection with the proposed rules, and in part due to 
a lower estimate for detailed tagging due to making optional the 
proposed requirement to detail tag the narrative disclosures in 
footnotes. Together, these cost reductions outweighed the increased 
cost of requiring that interactive data be

[[Page 6802]]

submitted for the financial statements in additional forms.
---------------------------------------------------------------------------

    \315\ We include in the number of filings that would require 
interactive data both initial filings and amended filings but we 
estimate that the burden incurred in connection with an amended 
filing would be one half the burden that would be incurred if the 
amended filing were an initial filing.
---------------------------------------------------------------------------

    By the fifth year under the requirements, filers generally will 
have been subject to the requirements for at least two years. As a 
result, filers generally would incur burdens applicable to interactive 
data filings made after the first filing in which the filer detail 
tagged footnotes and schedules. Consequently, we estimate that in the 
fifth year under the requirements, the burden on all filers would be 
2,571,167 internal hours and $284 million in out-of-pocket expenses and 
would be incurred by 10,229 filers for an average burden per filer of 
251 internal hours and $27,800 in out-of-pocket expenses.\316\ The 
higher average burden reported for year five relative to the average 
from years one through three reflects the completed phase-in of all 
filers and all requirements, including detailed tagging, by that time.
---------------------------------------------------------------------------

    \316\ We provide an estimate of the burden in the fifth year 
under the new requirements because we believe the burden in the 
fifth year may help indicate what the burden would be under the new 
requirements on an ongoing basis.
---------------------------------------------------------------------------

2. Regulation S-K and Regulation S-T
    Regulation S-K (OMB Control No. 3235-0071) specifies information 
that a registrant must provide in filings under both the Securities Act 
and the Exchange Act. Regulation S-T (OMB Control No. 3235-0424) 
specifies the requirements that govern the electronic submission of 
documents. The changes to these items that we are adopting will add and 
revise rules under Regulations S-K and S-T. The additional collection 
of information burden that will result from these changes, however, are 
included in the burden estimate for the new collection of information 
``Interactive Data.'' The rules in Regulations S-K and S-T do not 
impose any separate burden. We assign one burden hour each to 
Regulations S-K and S-T for administrative convenience to reflect the 
fact that these regulations do not impose any direct burden on 
companies.

C. Comments on Collection of Information Burden

    We solicited comments in the proposing release on the PRA estimates 
we provided there. One commenter addressed the PRA directly, while 
others commented generally on the time and cost burden of the 
amendments. The commenter that addressed the PRA directly stated that 
our PRA cost estimates appeared low and that our estimates understated 
software and non-software costs such as planning and ongoing quality 
assurance.\317\ As discussed in detail above, other commenters provided 
their own estimates of the amount of time it would take to tag 
financial statements and footnotes.\318\
---------------------------------------------------------------------------

    \317\ See letter from Credit Suisse.
    \318\ See Part III.B.1.
---------------------------------------------------------------------------

    Some commenters who opposed the amendments generally asserted that 
interactive data would not improve the usefulness of financial 
information to analysts or investors \319\ or that the Commission 
underestimated the complexity or cost of compliance in general \320\ 
and implementing interactive data would add significant costs to 
purchase software, and pay for assistance and annual maintenance fees 
for that software and that the costs of using interactive data 
outweighed the benefits.\321\
---------------------------------------------------------------------------

    \319\ See letters from EEC, EuropeanIssuers, and FISD.
    \320\ See, for example, letters from CAQ, E&Y, FPL, Intel and 
SCS.
    \321\ See letter from FPL.
---------------------------------------------------------------------------

    In contrast, some commenters that supported the required submission 
of interactive data believed it would improve the usefulness of 
financial information to companies and investors, and that mandated 
interactive data use would provide the incentives to drive sufficient 
investment in software to enable widespread adoption of interactive 
data.\322\ Also in contrast, commenters that provide interactive data 
services stated that issuers would need to expend only modest cost and 
effort to comply with the requirements.\323\ One commenter stated that 
it expected that costs would fall quickly, especially for small 
companies, as interactive data became part of standard corporate 
accounting software packages.\324\ Another commenter stated that, based 
on its experience in the voluntary program, costs would fall 
significantly for subsequent submissions.\325\
---------------------------------------------------------------------------

    \322\ See, e.g., letters from ABC, AICPA, National City, 
NYSSCPA, and UTC.
    \323\ See letters from ECI, EDGARFilings and UBMatrix.
    \324\ See letter from Angel.
    \325\ See letter from Pepsico.
---------------------------------------------------------------------------

    We acknowledge the concerns some commenters hold regarding 
usefulness and cost but believe that interactive data have the 
potential to increase the speed, accuracy and usability of financial 
disclosure, and eventually reduce costs and that the phase-in schedule 
and the grace periods will provide issuers the time to learn more cost-
effective ways to comply. We also believe that the third year phase-in 
for smaller reporting companies will permit them to learn from the 
experience of the earlier filers. Further, as noted previously, we will 
be monitoring the experiences of issuers during the phase-in periods to 
assess commenters' concerns.

IV. Cost-Benefit Analysis

A. Benefits

    Requiring issuers to file their financial statement information 
using the interactive data format would enable investors, analysts, and 
the Commission staff to capture and analyze that information more 
quickly and at a lower cost than is possible using the same financial 
information provided in a static format.\326\ Even though the new 
regime does not require any new information to be disclosed or 
reported, certain benefits may accrue when issuers use an interactive 
data format to provide their financial reports. These include the 
following.
---------------------------------------------------------------------------

    \326\ See Part I.
---------------------------------------------------------------------------

1. More Financial Information Available to Investors
    Interactive data reporting could increase the amount of financial 
data available to investors in at least three ways. First, there is 
likely to be an increase in coverage of smaller reporting companies by 
commercially available products that provide corporate financial data. 
Second, the level of financial data available in electronic format by 
these and other services will likely increase as a result of 
interactive data tagging. Finally, there is likely to be an increase in 
the number of suppliers of financial services products because of 
requiring companies to provide interactive data. As a result, many 
smaller filers will have greater investor awareness because of 
interactive data reporting, and investors will have more financial data 
readily available in machine-readable format to consider for all 
filers.
    At present, many small companies are not included in commercially 
available products that provide corporate financial data, possibly due 
to high data collection costs relative to the value of providing 
coverage. For example, two commonly used financial information vendors 
cover approximately 70% of Commission filers.\327\ For the large number 
of firms whose financial

[[Page 6803]]

statements are not currently reported in these databases, their absence 
may reduce the likelihood that they receive coverage by financial 
analysts who use commercially available products to assess issuer 
performance. Consequently, if interactive data reporting increases 
coverage of smaller companies by commercially available financial 
information products, and this increases their exposure to analysts and 
investors, then lower search costs for capital could result. In other 
words, smaller companies could realize a lower cost of capital, or less 
costly financing.
---------------------------------------------------------------------------

    \327\ Compustat and Thomson One Banker are two widely used, fee-
based vendors of corporate financial data that is formatted for 
interactive data use. This analysis was performed by matching the 
unique Commission issued Central Index Key (CIK) numbers from all 
Forms 10-K, 10-KSB, 20-F, and 40-F filed in calendar year 2007, but 
not including issuers of asset backed securities within Standard 
Industrial Classification (SIC) code 6189, to the universe of 
companies covered by both Standard and Poor's Compustat and Thomson 
One Banker.
---------------------------------------------------------------------------

    While an increase in coverage could occur for some issuers, it is 
possible that less than full coverage will remain in more sophisticated 
products that provide analysis or reporting items beyond basic 
financial information. This conclusion is based on an assumption that 
many commercially available product offerings provide information 
beyond what is reported in basic financial information, and the costs 
of providing this additional information for every company may make 
100% coverage prohibitive. In particular, the smallest issuers may not 
offer sufficient market capitalization to make investment worthwhile to 
larger investors, for whom these commercial products are primarily 
designed.
    It is also possible that information quality in financial markets 
could be higher if interactive data reporting were required than if 
not, leading to more efficient capital allocation. Since financial 
tagging will include footnotes and supplemental tables, as well as the 
base financials reported in the standard tables, it is likely that as a 
result of interactive data tagging, there will be more information 
available to investors in a machine-readable format. That is, 
information not currently collected on a broad scale by data 
aggregators because of the costs of manual key entry, particularly data 
found in the footnotes and supplemental tables, will be available to 
investors in a tagged, machine-readable format. With more information 
readily available to investors on all filers, they may be able to 
better distinguish the merits of various investment choices, thereby 
facilitating capital flow into the favored investment prospects. This 
outcome is the main tenet of improved market efficiency, whereby 
providing more widespread access to information concerning the value of 
a financial asset, such as a company's shares, results in better market 
pricing. Consequently, reducing the costs of accessing, collecting and 
analyzing information about the value of a financial asset facilitates 
this end.
    Finally, it is possible that requiring companies to provide 
interactive data could improve the quality of financial information 
available to end users, and help spur interactive data-related 
innovation in the supply of financial services products, resulting from 
a potential increased competition among suppliers of such products due 
to lower entry barriers as a result of lower data collection costs.
2. Less Costly and More Timely Financial Information
    It is likely that the new interactive data requirements will lower 
the cost of collecting corporate financial data in a machine-readable 
format and allow it to be analyzed by investors and other end-users 
more quickly than without interactive data. At present, financial 
information is made available to investors in text formatted documents 
that require manual key-entry of the data into a format that allows 
statistical analysis and aggregation. Investors seeking broad financial 
coverage of companies must either spend considerable time manually 
collecting the data, or subscribe to a financial service provider that 
specializes in this data aggregation process, but passes on the expense 
of the data collection effort.
    Requiring companies to report interactive data should lower both 
the time and expense for investors to access this data. Since company 
financial data will be tagged and immediately downloadable into a 
larger, more comprehensive database that includes other filers, there 
will be no need for manual key entry of the data, eliminating this 
expense. Moreover, with this manual key entry effort no longer 
necessary, the delay between when the financial data are first filed 
and when the data is available in machine-readable format will reduce 
substantially. For instance, one unpublished study reports that as 
recently as 2004, the average time required for one large data 
aggregator to make financial data available to investors was 10.8 
days.\328\ With interactive data reporting, company financials can be 
integrated into subscriber databases within a matter of hours or 
minutes. As a result of having data made available more quickly to 
investors and other end-users, newly revealed information can be more 
quickly priced into the market by a larger number of investors, 
consistent with tenets of improved market efficiency.
---------------------------------------------------------------------------

    \328\ Julia D'Souza, K. Ramesh, and M. Shen, ``The 
interdependence between institutional investor stock ownership and 
information dissemination by capital market data aggregators,'' 
Michigan State University working paper, available at: http://papers.ssrn.com/sol3/papers.cfm?abstract_id=1010834.
---------------------------------------------------------------------------

    If interactive data serves to lower the data aggregation costs as 
expected, then it is further expected that smaller investors will have 
greater access to financial data than before. In particular, many 
investors that had neither the time nor financial resources to procure 
broadly aggregated financial data prior to interactive data will have 
lower cost access than before interactive data. Lower data aggregation 
costs will allow investors to either aggregate the data on their own, 
or purchase it at a lower cost than what would be required prior to 
interactive data. Hence, smaller investors will have fewer 
informational barriers that separate them from larger investors with 
greater financial resources.
    It is also likely that a filer that uses a standardized interactive 
data format at earlier stages of its reporting cycle also may increase 
the usability of its internal financial information. For example, 
filers that use interactive data may be able to consolidate enterprise 
financial information more quickly and potentially more reliably across 
operating units with different accounting systems.\329\ There has been 
a growing development of software products to assist filers to tag 
their financial statements using interactive data helping make 
interactive data increasingly useful.\330\
---------------------------------------------------------------------------

    \329\ However, we recognize that at the outset, filers would 
most likely prepare their interactive data as an additional step 
after their financial statements have been prepared.
    \330\ Press Release No. 2007-253 (Dec. 5, 2007).
---------------------------------------------------------------------------

    Interactive data also could provide a significant opportunity for 
issuers to automate their regulatory filings and business information 
processing, with the potential to increase the speed, accuracy, and 
usability of financial disclosure. This reporting regime may in turn 
reduce filing and processing costs.
3. Fewer Errors
    Because a substantial portion of each financial report makes use of 
the same information, a filer that uses a standardized interactive data 
format at earlier stages of its reporting cycle may also increase the 
accuracy of its financial disclosure by reducing the need for 
repetitive data entry that could contribute human error and enhancing 
the ability of a filer's in-house financial professionals to identify 
and correct errors in the issuer's registration statements and periodic 
reports filed in traditional electronic format. It is also possible 
that there will be fewer errors in the aggregated financial data used 
by

[[Page 6804]]

investors since manual key entry of data will no longer be required by 
either the investor or a data aggregating service.
4. Increased Comparability and Interpretation of Financial Data
    Another potential information consequence of the new requirements 
may be changes to the precision and comparability of the information 
disseminated by data service providers since the interactive data 
requirements would shift the source of data formatting that allows 
aggregation and facilitates comparison and analysis from end-users to 
issuers submitting interactive data. At present, data service providers 
manually key financial information into a format that allows 
aggregation. As a result, the data service provider makes interpretive 
decisions on how to aggregate reported financial items so that they can 
be compared across all companies. Consequently, when a subscriber of 
the commercial product offered by a data service provider uses this 
aggregated data, it can expect consistent interpretation of the 
reported financial items. In contrast, a requirement for issuers to 
submit interactive data information would require the issuers to 
independently decide within the confines of applicable requirements 
which financial ``tag'' best describes each financial item--lessening 
the amount of interpretation required by data service providers or end-
users of the data. Once a standard tag is chosen, comparison to other 
companies is straightforward. However, since companies have some 
discretion in how to select tags, and can extend the taxonomy (create 
new tags) when an appropriate tag does not exist, unique 
interpretations by each company could result in reporting differences 
from what current data service providers and other end-users would have 
chosen. This view suggests that the issuer-submitted information 
disseminated by data service providers may be, on the one hand, less 
comparable because they have not normalized it across issuers but, on 
the other hand, more accurate because the risk of human error in the 
manual keying and interpretation of filed information would be 
eliminated and more precise because it will reflect decisions by the 
issuers themselves. Replicating prior methods would still be possible, 
however, because issuers would continue to be required to file 
financial information in traditional format. As a result, nothing would 
prohibit data service providers from continuing to provide data in the 
same manner that they did before. Nonetheless, interactive data 
benefits could diminish if other reporting formats are required for 
clarification in data aggregation.

B. Costs

    The primary cost of the rulemaking is the cost of filers' 
implementation of the rule, which includes the costs of submitting and 
posting interactive data. We discuss this cost element extensively 
below. In addition, because the rule allows an increase in the flow of 
financial information being reported directly to analysts and 
investors, there will be a cost of learning on the part of the 
investors in using and analyzing financial information at the 
interactive data level. Finally, because interactive data provides a 
standardized reporting format--a set of common tags from which filers 
can select--this might affect a company's ability to communicate its 
unique financial attributes to investors.
    As for the cost of implementation of the rule, based on currently 
available data, we estimate the average direct costs of submitting and 
posting interactive data-formatted financial statements and other 
information for all issuers under the proposed rules would, based on 
certain assumptions, be as follows:

     Table 1--Estimated Direct Costs of Submitting Interactive Data-Formatted Financial Statements and Other
                                                   Information
----------------------------------------------------------------------------------------------------------------
                                                             Subsequent                            Subsequent
                                       First submission   submission with    First submission   submission with
                                       with block-text       block-text       with detailed         detailed
                                         footnotes &        footnotes &        footnotes &        footnotes &
                                          schedules          schedules          schedules          schedules
----------------------------------------------------------------------------------------------------------------
Preparation face financials \331\...            $31,370             $4,310             $4,310             $4,310
Preparation footnotes \332\.........              1,750              1,750             17,500              8,750
Preparation schedules--Software and                 250                250              1,750                875
 filing agent services \333\........
                                                  6,140              6,140              6,140              6,140
Web site posting \334\..............              1,000              1,000              1,000              1,000
                                     ---------------------------------------------------------------------------
    Total cost......................             40,510             13,450             30,700             21,075
    Upper bound.....................             82,220             21,340             60,150             37,940
----------------------------------------------------------------------------------------------------------------

    The above estimates are based in part on questionnaire responses 
from 22 issuers that have participated in the voluntary program. 
Thirty-five participants were sent questionnaires, corresponding to a 
response rate of 63%. These responses provided detail on the projected 
costs of preparing the face financials and for purchasing software or 
related filing agent services. \335\ The estimated total cost reported 
in Table 1 reflects expenditures on

[[Page 6805]]

interactive data-related software, consulting or filing agent services 
used, and the market rate for all internal labor hours spent (including 
training) to prepare, review and submit the first interactive data 
format information face financial statements. The major assumptions 
used for this analysis are as follows.
---------------------------------------------------------------------------

    \331\ Estimates based on voluntary filer program questionnaire 
responses, excluding participants with an interactive data-related 
business interest. These data suggest that the time required for 
tagging the face financials decreases by approximately 85% between 
the first and second submissions, from 125.47 hours to 17.25 hours, 
numbers which are rounded to 125 and 17 for PRA calculations. A $250 
wage rate is assumed for all preparation cost estimates.
    \332\ The costs associated with block-tagging of footnotes and 
schedules are assumed to remain constant in subsequent filings. In 
contrast, anticipated learning benefits from more complicated 
detailed tagging of footnotes and schedules are assumed to result in 
a 50% reduction in cost for subsequent filings.
    \333\ Software licensing and the use of a print agent can be 
substitutionary--companies can choose to do one or other, or do 
both--and are thus aggregated.
    \334\ This is an annual cost, and as such, will not be incurred 
for subsequent filings within the same year.
    \335\ Voluntary program participants were not required to tag 
financial statement footnotes or schedules related to the financial 
statements except that registered management investment company 
participants were required to tag one specified schedule. Similarly, 
voluntary program participants were not required to post on their 
corporate Web sites, if any, the interactive data information they 
submitted. Consequently, the costs of requirements to tag financial 
statement footnotes and schedules related to financial statements 
and post interactive data information are not derived from the 
voluntary program participant questionnaire responses or discussed 
in our analysis of those responses.
---------------------------------------------------------------------------

     Labor cost is estimated at $250 per hour, commensurate 
with the wage rate of an external accountant; \336\
---------------------------------------------------------------------------

    \336\ These estimates are from the Securities Industry and 
Financial Markets Association's Management and Professional Earnings 
in the Securities Industry 2007, modified to account for an 1,800-
hour work-year and multiplied by 5.35 to account for bonuses, firm 
size, employee benefits and overhead.
---------------------------------------------------------------------------

     Voluntary program participants reported a 85% average 
reduction in time required to prepare face financials from the first to 
second filing;
     Block tagging of footnotes is estimated at 7 hours for the 
first filing, with a 50% reduction in time for subsequent filings; and
     Detailed tagging of footnotes is estimated at 70 hours for 
the first filing, with a 50% reduction in time for the subsequent 
filings.
1. Potential Variability in the Cost Estimate
    We report an upper bound for the estimated total cost based on (1) 
the variation in responses from the voluntary program participants and 
the likelihood of sampling error--respondents represent approximately 
0.21% of all issuers that ultimately would be required to submit 
interactive data \337\--and (2) the likelihood of sample selection bias 
due to non random participation by filers in the voluntary filing 
program. In particular, we estimate that:
---------------------------------------------------------------------------

    \337\ This is based on 10,672 domestic and foreign issuers that 
filed an annual report in calendar year 2007. Under our proposed 
rules, not all foreign private issuers would be required to submit 
interactive data; only those foreign private issuers that prepare 
their financial statements in accordance with U.S. GAAP or IFRS as 
issued by the IASB would be required to submit interactive data. 
Foreign private issuers that report in accordance with other 
structures and reconcile to U.S. GAAP would not be required to 
submit interactive data.
---------------------------------------------------------------------------

     Average cost estimates increase by 20% after removing 
voluntary program participants in an interactive data-related business.
     Due to sampling error,\338\ there is a 1% chance that the 
true costs are underestimated by up to 80%.
---------------------------------------------------------------------------

    \338\ In general, sampling error is the error that arises as a 
function of sampling in general and the sample chosen in particular.
---------------------------------------------------------------------------

    The upper bound reported in Table 1 is $82,220 for the first filing 
compared to the average of $40,510. This upper bound is calculated 
based on the 1% likelihood that costs are underestimated by 80%, and 
after removing responses from five participants in an interactive data-
related business. These voluntary filer program participants, including 
filing agents, financial services providers, and other consulting 
agents, may have incentives and skill sets unrepresentative of the 
average issuer that may cause their costs to depart from the likely 
submission cost of the average issuer when interactive data is 
required.
    The costs in Table 1 do not reflect the following factors that 
could also affect the total cost of compliance.
     Smaller financial issuers appear to have less complex 
financials and labor costs that tend to be 20-30% lower than for other 
issuers to submit interactive data information.
     There also is some evidence to suggest that the smallest 
(non-accelerated) issuers might have submission costs or compliance 
difficulties in excess of other issuers.
     The lists of tags used to prepare the face financial 
statements by those issuers that responded to the questionnaire for the 
voluntary program have been updated for the required program.\339\
---------------------------------------------------------------------------

    \339\ For example, the related list of tags would differ between 
the voluntary and proposed required program. When we adopted the 
voluntary program, the list of tags for U.S. GAAP financial 
statement reporting contained approximately 4,000 data elements. The 
list of tags released on April 28, 2008 contains approximately 
13,000 data elements, with the most significant additions relating 
to the development of elements for standard U.S. GAAP footnote 
disclosure.
---------------------------------------------------------------------------

    The voluntary program questionnaire evidence is based on responses 
of predominantly large issuers, and their cost experience may not be 
representative of the smaller issuers or non-participating larger 
issuers. In particular, voluntary program participants that responded 
to the questionnaire are found among the largest of all issuers, with 
more than 88% considered large accelerated filers (measured as greater 
than $700 million in public float). In contrast, only 1,529 of 10,229 
filers (15%) expected to be subject to the rule were considered large 
accelerated filers in their fiscal year-end 2007.
    A size bias is plausible, since there are reasons to believe that 
the reported submission costs vary with the size of the issuer. For 
instance, larger issuers might have lower interactive data submission 
costs than smaller issuers, since they have a larger pool of internal 
resources to draw from, allowing them to more efficiently allocate 
available skill sets from their labor pools to implement interactive 
data reporting technology. Moreover, larger organizations might have 
greater excess capacity in their internal labor pool such that they are 
better able to absorb the short-term labor needs of ``learning'' 
interactive data. If so, the effect of sample selection in this 
instance may be to underreport the interactive data submission costs 
for smaller issuers.
    Alternatively, smaller issuers could have lower submission costs 
than larger issuers if their operations are less complex. This 
reasoning suggests that simpler business operations lead to simpler 
financial statements, requiring less effort to tag and submit using 
interactive data. Hence, any reduction in available resources to 
allocate to interactive data submission may be offset by lesser demand 
for resources. This view suggests a trade-off in submission costs as 
issuers become smaller, and as a typical result, less complex.
    The balance of evidence suggests that smaller filers will have, on 
average, lower submission costs than larger filers. Although the U.S. 
voluntary filer program contains data predominantly on larger filers, 
and as a result cannot directly address this issue, evidence from the 
Japanese interactive data pilot program reveals a 20 to 30% reduction 
in the time required to comply with their first interactive data filing 
for the smaller filers relative to the largest filers.\340\ This 
percent reduction is consistent with the percent reduction in U.S. 
filing complexity across filer size. In particular, we find that the 
number of financial statement items reported in periodic reports falls 
by 15 to 20% for the smallest filers compared to largest filers. Hence, 
the reduction in time required in the Japanese study is broadly 
consistent with the filing complexity--measured by the number of filing 
elements--among U.S. filers.
---------------------------------------------------------------------------

    \340\ Starting in April 2008, Japanese filers were required to 
report financial statements with their Financial Services Agency 
(JFSA) using interactive data technology. Before this requirement, 
1,233 Japanese companies participated in a pilot program; 768 
participants described their interactive data submission experience 
through a JFSA survey. For our previous fuller discussion of the 
JFSA survey, see the proposing release.
---------------------------------------------------------------------------

    Nevertheless, there remain concerns for the smallest filers. The 
Japanese study reveals that compliance costs begin to increase as filer 
size goes from smaller to smallest, although the costs are not more 
than those of the largest filers--costs for the smallest Japanese 
filers are roughly 15% lower than the largest filers, but about 25% 
higher than the lowest cost smaller filers. Moreover, the smallest 
Japanese filers had the highest likelihood of delayed filing in

[[Page 6806]]

their first submission: 25% did not file by the mandated date compared 
to 5% for the largest filers. These risk factors motivate a phase-in 
schedule that allows smaller filers to lag larger filers in mandated 
reporting compliance.
2. Cost Estimates for Footnote Tagging and for Software
    While the required time to prepare face financials is estimated 
based on responses from the voluntary filer participants, the same is 
not true for tagging of footnotes. At the time of the questionnaire, 
footnote tagging was not prevalent among voluntary filers and a cost 
estimate from their experience could not be obtained. In the proposing 
release, block tagging was estimated at seven hours for the first 
filing, and detailed tagging estimated at 100 hours. In both cases, a 
50% reduction in preparation time was assumed between the first and 
subsequent filings, which is a more conservative learning rate than 
what was observed for tagging of face financial (85% reduction). In the 
adopting release, detailed tagging of the narrative is no longer 
required, and as a result, the cost estimates for detailed tagging in 
the adopting release are reduced by 30%, to 70 hours for the first 
filing, and 35 hours for subsequent filings. Nevertheless, it is 
reasonable to assume that many filers, particularly the largest filers 
with the most complex filings, may require more than 70 hours to comply 
with the detailed tagging requirement. It is also reasonable to assume 
that many filers will require significantly less time than 70 hours, 
and 70 hours seems to fall within the range suggested by commenters and 
what is anticipated by Commission staff. As discussed in more detail 
above, we believe that the proposed requirement to tag each narrative 
disclosure within a footnote that, as adopted, will be optional, 
probably was a significant component of the higher estimates provided 
by commenters.\341\
---------------------------------------------------------------------------

    \341\ See Part III.B.1.
---------------------------------------------------------------------------

    The software costs assumed in the cost estimate also include 
anticipated print agent and filing service fees. The experience of 
voluntary filer participants suggests that many filers have not yet 
determined the optimal compliance method, and several pursued 
simultaneous approaches. So while some participants prepared and filed 
their documents on their own, and others contracted the entire 
experience to a print agent, many pursued some combination of the two. 
As a result of the complexity with which filers reported their 
experience, we aggregated all of their software and print agent costs 
into one category. We estimate the total cost for software and filing 
agent services at $6,140 per filing.
    It is possible that filers will experience a lower cost than 
$6,140. For instance, one service provider \342\ charges a flat fee of 
$1,995 for both Form 10-K and Form 10-Q periodic reports. Nevertheless, 
some commenters were concerned about the availability and rising cost 
of software. For instance, one commenter reported a 65% increase in 
software costs from one vendor after the Commission released its 
interactive data proposal in May of 2008.\343\ Another commenter 
worried that third party vendors will not be ready in time for the 
proposed phase-in of the rule.\344\
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    \342\ See letter from Rivet.
    \343\ See letter from FPL.
    \344\ See letter from Comcast.
---------------------------------------------------------------------------

    Until the rule is phased in on a broad scale, it is hard to predict 
what equilibrium price of software, consulting, and filing agent 
services will prevail. The roles of each potential kind of service 
provider within the interactive data market are likely to develop 
further and are not yet clear, and there are many potential 
participants to consider, including the software vendors, financial 
reporting system providers (i.e., providers of widely used financial 
products), print/filing agents, and other consultants. Until the market 
of issuers that submit interactive data information grows substantially 
larger (either by requirement or by expansion of the number of 
volunteers), many different potential solutions are possible. For 
example, issuers may adopt solutions that create interactive data 
submissions using third party software, a so-called ``bolt-on'' 
approach, or may seek integrated solutions that enable issuers to 
prepare interactive data submissions from their existing financial 
services software. Moreover, filing agents may maintain their role as 
an intermediary by offering interactive data technology or other 
service providers may cause that role to change. Others with financial 
and technical expertise may participate in the technology that may 
yield different results.
    Combining the uncertainty over the source of future interactive 
data services with increased demand for these services could result in 
a new market price that is different from what is currently reported by 
voluntary program participants. This price could be higher if the 
demand for interactive data services increases (from 76 voluntary 
program participants at the time of the cost analysis to more than 
10,000 total participants) at a faster rate than the supply for these 
same services. More broadly, if an interactive data requirement 
resulted in clients subscribing for interactive data services faster 
than the rate at which these services can be supplied, then prices 
could increase. A phase-in schedule that limits the number of 
participants in the first year is likely to mitigate this concern to 
the extent that the rate of phase-in allows interactive data service 
suppliers to keep pace with demand.
3. Interpretability of Standardized Tagging
    Since interactive data formatting provides a standard set of tags 
from which companies select when they report their financial data, one 
potential consequence of the proposed requirements is that companies 
will be less able to communicate their unique financial attributes to 
investors. A standard set of tags helps facilitate easier comparability 
between companies, but this benefit might come at a cost of less 
precise information about a company if the selected tag is different 
from what the company would have labeled the information without 
interactive data reporting. While it is possible for a company to 
create an extension (a new tag) to reflect unique financial information 
when it is not otherwise described by a standard tag, this information 
will no longer be easily aggregated across other companies.
    Nevertheless, the risk of interpretability of reported financial 
data already exists in the current data aggregation process. According 
to current practices, financial data service providers manually key 
financial information into a format that allows aggregation so that 
they can resell it to investors. As a result, the data service provider 
makes interpretive decisions on how to aggregate reported financial 
items so that they can be compared across all companies. This is done 
so that a subscriber of the commercial product offered by a data 
service provider can expect consistent interpretation of the reported 
financial items, allowing comparability in the same way that it is 
intended with interactive data. Hence, from one perspective, adoption 
of interactive data will shift the burden of making the interpretive 
decision on how to label a financial item from financial service 
providers to the companies making the filings. To the extent that the 
company is better able to classify financial data for comparability to 
other companies through interactive data tagging than a financial data 
service provider who manually keys and classifies financial data from 
standard paper based filings,

[[Page 6807]]

then interpretability of reported financial data should not worsen with 
adoption of interactive data reporting.
4. Corporate Web Site Posting
    Filers must also post their interactive data files to their 
corporate Web site if they have one. The direct cost estimate of doing 
so is four hours of time, or $1,000. In relation to the other costs of 
interactive data adoption, this cost is low. Although the estimated 
cost of mandatory posting is low compared to other costs of interactive 
data compliance and it is possible that many companies would post this 
data even if it were not mandatory, it is difficult to quantify 
specific benefits of mandatory posting beyond the benefit of having 
this same document posted on the Commission's Web site. Nevertheless, 
potential benefits of required corporate Web site posting include the 
following:
     Encouraging widespread accessibility and dissemination of 
interactive data, promoting its awareness and use;
     Making it easier and faster for investors to collect 
information on a particular filer required to post, particularly if the 
investor is already searching the Web site;
     Transferring reliability costs of data availability to the 
public companies by reducing the likelihood that investors cannot 
access the data through the Commission's Web site, due to down-time for 
maintenance or due to increased network traffic;
     Enhancing access to corporate financial data by Web 
crawlers searching for such information that face access restrictions 
on EDGAR; and
     Providing incentive for corporations to add content or 
enhance their Web site improving the investor experience.
    Although there is potential to realize each of these stated 
benefits, there are also reasons why they may not manifest. The most 
likely reason that benefits will not accrue to investors from mandatory 
Web site posting is that a key feature of interactive data that makes 
them valuable to investors is the ability to aggregate financial data 
across companies. Since filers will use common tags that allow 
aggregation of firm financials, company performance can be compared in 
ways that are far less costly and time consuming than doing so without 
interactive data. Facilitating this comparison, however, is expected to 
be less likely to occur at a specific corporate Web site than it is at 
a third party Web site that provides a wide range of companies to 
analyze. Since companies are not required to post interactive data for 
other filers, this leaves investors two options for assembling 
aggregated financial data. The investor can obtain the data from 
separate visits to each corporate Web site of interest, or the investor 
can visit a third party Web site--such as EDGAR or commercial sources--
and obtain the necessary data from a single source. The latter option 
is far more efficient, not only because of time savings, but also 
because central depositories of financial information provide access to 
companies for which an investor might not otherwise know to look. In 
other words, a filer may only know to investigate a company by having 
it reside in a location adjacent to where the investor is already 
searching. For instance, a feature of many third party information 
forums is to provide, without prompting, a set of comparable firms to 
the firm that an investor is currently researching using the provider's 
tools. There is no duty for a company to provide on its Web site a 
similar set of comparables for a visiting investor.
    As a result, it is likely that individual corporate Web site 
posting of data could potentially offer a faster source of financial 
data to an investor only if the investor is not interested in broad 
data aggregation. If an investor is interested in interactive data for 
several companies, then identifying the unique Web address for each 
company, and locating where on the Web site the interactive data 
resides, will consume far more of an investor's time than going to a 
central location with only a single Web address and a single Web site 
design to navigate. If, on the other hand, an investor is interested 
only in the information from a specific company, then interactive data 
offer fewer benefits to the investor relative to other file formats, 
such as HTML, that offer data in a visually organized manner.
    Similarly, data aggregators and Web crawling tools that search for 
corporate financial data will not necessarily benefit from mandatory 
corporate Web site posting of interactive data. For the same reason 
that an individual investor will find it easier to visit a central 
information depository for information rather than each individual 
corporate Web site, so will data aggregators and Web crawlers. 
Programming a Web crawling tool to search thousands of Web sites whose 
addresses and layouts are continually changing is more complex than 
doing the same for a single Web site. Moreover, investors face similar 
risks at corporate Web sites of restricted Web crawler activity, the 
Web site going down for maintenance, and slow connections due to high 
network traffic as they would at a central information depository such 
as EDGAR. This is particularly true to the extent that smaller 
corporate filers have fewer resources to maintain their Web site than 
the Commission or other third party sources of financial information.

V. Consideration of Burden on Competition and Promotion of Efficiency, 
Competition, and Capital Formation

    Section 23(a)(2) of the Exchange Act \345\ 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) \346\ of the Securities 
Act, Section 3(f) \347\ of the Exchange Act, and Section 2(c) \348\ 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.
---------------------------------------------------------------------------

    \345\ 15 U.S.C. 78w(a)(2).
    \346\ 15 U.S.C. 77b(b).
    \347\ 15 U.S.C. 78c(f).
    \348\ 15 U.S.C. 80a-2(c).
---------------------------------------------------------------------------

    The amendments requiring issuers to submit interactive data to the 
Commission and post it on their corporate Web sites are intended to 
make financial information easier for investors to analyze. In 
particular, we believe that the amendments will enable investors and 
others to search and analyze the financial information dynamically; 
facilitate comparison of financial and business performance across 
issuers, reporting periods and industries; and, possibly, provide a 
significant opportunity to automate regulatory filings and business 
information processing with the potential to increase the speed, 
accuracy, and usability of financial disclosure. Further, we believe 
that the amendments may lead to more efficient capital formation and 
allocation. As discussed in detail above, we suggest that smaller 
public companies could benefit from increased analyst and investor 
coverage if interactive data increases the availability, or reduces the 
cost of collecting and analyzing, corporate financial data. As a 
result, interactive data may reduce some of the information barriers 
that make it costly for companies to find appropriate sources of 
external finance, thus

[[Page 6808]]

lowering their cost of capital and increasing the efficiency of capital 
formation.
    We understand that private sector businesses such as those that 
access financial information and aggregate, analyze, compare or convert 
it into interactive format have business models and, as a result, 
competitive strategies that the new interactive data requirements might 
affect. Since interactive data technology is designed to remove an 
informational barrier, business models within the financial services 
industry that are currently adapted to traditional format document 
reporting may change, with possible consequences for the revenue stream 
of current product offerings due to the competitive effects of such a 
change. The competitive effects may relate to changes in the 
accessibility of financial information to investors, the nature of the 
information that investors receive, and the potential from new entry or 
innovation in the markets through which financial reports are 
transmitted from filers to investors. For example, lower entry barriers 
that result from lower data collection costs may increase competition 
among suppliers of financial services products and help spur 
interactive data-related innovation. It is also possible, however, 
that, increased competition from new market entrants could reduce 
industry profit margins, and, as a result, the quality of financial 
services may suffer. For example--and illustration purposes only--
assume that an Internet service company develops an interactive data-
based tool that easily provides company base financial data for free to 
all subscribers, and it uses this product as a loss leader to increase 
viewership and advertising revenue. If the data provided is of the same 
quality as data provided through subscription to other available 
commercial products, then there should be no informational efficiency 
loss and the quality of financial data services should not be impaired. 
However, if the incumbent financial service providers provide a higher 
quality of information that improves investor interpretation beyond 
base financials, but they find that it is no longer profitable to 
produce this information as a result of subsidized products from 
inferior providers, then these financial data service providers may 
reduce the supply of higher quality information to investors.
    We requested comment on whether the amendments would promote 
efficiency, competition, and capital formation or have an impact or 
burden on competition.
    A few commenters expressly addressed the amendments' competitive 
effects. One commenter argued that the amendments would harm 
competition and innovation in computer operating systems because 
interactive data are restricted on non-Windows operating systems.\349\ 
This commenter stated that interactive data source code was not 
available to the public and that there were no interactive data viewers 
that worked under Macintosh or Linux platforms. We have considered the 
commenter's views. In this regard, we note that the XBRL form of 
interactive data that the rules require, with appropriate software, 
could be used on non-Windows operating systems and seen in human-
readable form through viewers that worked under Macintosh or Linux 
platforms. We also note that XBRL is an ``open standard'' format and 
its technological specifications are widely available to the public 
royalty-free at no cost.
---------------------------------------------------------------------------

    \349\ See letter from Jay Starkman.
---------------------------------------------------------------------------

    Several commenters questioned the efficiency of interactive data. 
In this regard, commenters addressed the comparability of interactive 
data and the corporate Web site posting requirement.
    Some commenters stated that interactive data would be hard for 
investors to use in the manner it was intended to be made part of the 
interactive data requirements because there would be a lack of 
comparability due to the Commission's permitting issuers to use 
taxonomies with thousands of standard elements and additional 
extensions.\350\ We believe that the combination of a robust list of 
standard elements and the ability to add extensions where necessary, 
strikes an appropriate balance between comparability and specificity. 
We also believe that if certain extensions become common, new standard 
elements can be added to eliminate the need to use these extensions 
and, thereby, enhance comparability.
---------------------------------------------------------------------------

    \350\ See letters from Haynsworth and SavaNet.
---------------------------------------------------------------------------

    A commenter questioning the efficiency of the Web site posting 
requirement expressed concern about the risk of hosting delays, and the 
potential for errors and duplication of effort. This commenter 
suggested that a hyperlink to the interactive data on the Commission's 
Web site would be more effective and would be consistent with the 
current practice of some companies linking to their periodic reports on 
the Commission's site.\351\ As noted above, we believe that corporate 
Web site availability of interactive data will encourage its widespread 
dissemination, thereby contributing to lower access costs for users. 
Users that prefer to access the interactive data through another source 
such as the Commission's Web site would be free to do so.
---------------------------------------------------------------------------

    \351\ See letter from IBM.
---------------------------------------------------------------------------

    Commenters addressed competition in terms of the opportunity to 
participate in submitting interactive data and the costs imposed by the 
requirement to submit interactive data. A commenter argued for the 
expansion of interactive data's use in order to promote competition. 
Specifically, this commenter suggested that issuers be permitted to 
submit interactive data with MJDS forms to enable MJDS issuers to avoid 
a competitive disadvantage that would result from the inability to 
submit interactive data.\352\ As discussed above, the new rules 
generally will require issuers to submit interactive data for their 
MJDS forms. One commenter stated that the additional costs of the 
interactive data requirements would make the U.S. market less 
attractive to foreign issuers.\353\ Another commenter recommended that 
foreign private issuers be excluded from the phase-in period, asserting 
that foreign issuers would face more difficulty due to factors such as 
language differences and less access to service suppliers.\354\ We 
acknowledge these concerns about cost and effort but believe that the 
adopted requirements are appropriate in light of the potential 
interactive data have to increase the speed, accuracy and usability of 
financial disclosure, and eventually reduce costs.
---------------------------------------------------------------------------

    \352\ See letter from CP.
    \353\ See letter from EuropeanIssuers.
    \354\ See letter from CSG.
---------------------------------------------------------------------------

VI. Final Regulatory Flexibility Act Analysis

    This Final Regulatory Flexibility Analysis has been prepared in 
accordance with 5 U.S.C. 603. It relates to amendments that will 
require issuers to provide their financial statements to the Commission 
and on their corporate Web sites in interactive data format.

A. Reasons for, and Objectives of, the Adopted Amendments

    The main purpose of the amendments is to make financial information 
easier for investors to analyze while assisting in automating 
regulatory filings and business information processing. Currently, 
issuers are required to file the financial statements in their 
registration statements, quarterly and annual reports, and transitional 
reports and revised or updated financial statements in their current 
reports on Form 8-K

[[Page 6809]]

and reports on Form 6-K in a traditional format that provides static 
text-based information. We believe that providing these financial 
statements in interactive data format will:
     Enable investors and others to search and analyze the 
information dynamically;
     Facilitate comparison of financial and business 
performance across issuers, reporting periods and industries; and
     Provide an opportunity to automate regulatory filings and 
business information processing with the potential to increase the 
speed, accuracy, and usability of financial disclosure.

B. Significant Issues Raised by Public Comment

    The Initial Regulatory Flexibility Act Analysis appeared in the 
proposing release (IRFA). We requested comment on any aspect of the 
IRFA, including the number of small entities that may be affected by 
the amendments, the nature of the potential impact of the amendments on 
small entities, and how to quantify the impact of the amendments. We 
asked those submitting comments to provide empirical data supporting 
the extent of the impact.
    One commenter, while acknowledging that the largest filers included 
in the first phase should be able to effectively deal with the 
amendments' requirements, expressed concern about the capacity of 
smaller filers to do so.\355\ This filer suggested that the Commission 
thoroughly study the initial phase-in period to determine whether 
smaller filers will have the resources and staff to be able to comply 
with the requirements of the rule in the time period proposed. This 
filer also believed that smaller issuers with less than $50 million of 
public float should be able to opt out of the requirements of the 
amendments but voluntarily comply if they so choose. One commenter 
noted that the grace period following the filing of a Form 10-K offers 
little relief for smaller companies due to the number of filings 
prepared shortly thereafter. Specifically, this commenter noted that at 
many smaller companies, the staff responsible for the preparation of a 
Form 10-K immediately turn their time and attention to the preparation 
of the company's proxy statement after filing the Form 10-K. The 
commenter stated that a Form 10-Q is not followed by a similar series 
of reporting obligations, so a grace period following this report is 
consequently more helpful in assisting companies avoid excessive 
expense and burden.\356\
---------------------------------------------------------------------------

    \355\ See letter from NYSSCPA.
    \356\ See letter from ABA.
---------------------------------------------------------------------------

    We also note that commenters that provide interactive data services 
stated that issuers would need to expend only modest cost and effort to 
comply with the proposed requirements.\357\ One commenter stated that 
it expected that costs would fall quickly, especially for small 
companies, as interactive data became part of standard corporate 
accounting software packages.\358\ As noted throughout the release, we 
are sensitive to the impact of the amendments on small companies and 
while we recognize that requiring interactive data financial reporting 
will likely result in start-up expenses for such companies, these 
expenses may be substantially lower than those of larger filers, given 
that smaller filers tend to have simpler financial statements than 
larger companies, with fewer elements and disclosures to tag. We expect 
that the phase-in will foster the improvement and availability of 
inexpensive software. We also believe that the third year phase-in for 
smaller reporting companies will permit them to learn from the 
experience of the earlier filers and give them a longer period of time 
across which to spread first-year data tagging costs.
---------------------------------------------------------------------------

    \357\ See letters from ECI, EDGARFilings and UBMatrix.
    \358\ See letter from James J. Angel.
---------------------------------------------------------------------------

C. Small Entities Subject to the Amendments

    The amendments will affect issuers that are small entities. 
Exchange Act Rule 0-10(a) \359\ defines an issuer, other than an 
investment company, to be a ``small business'' or ``small 
organization'' for purposes of the Regulatory Flexibility Act if it had 
total assets of $5 million or less on the last day of its most recent 
fiscal year.\360\ We estimate that there are approximately 1,100 
issuers that file reports under the Exchange Act and may be considered 
small entities.\361\ All of these issuers would become subject to the 
amendments in year three of the phase-in.
---------------------------------------------------------------------------

    \359\ 17 CFR 240.0-10(a).
    \360\ Securities Act Rule 157(a) [17 CFR 230.157(a)] generally 
defines an issuer, other than an investment company, to be a ``small 
business'' or ``small entity'' for purposes of the Regulatory 
Flexibility Act if it had total assets of $5 million or less on the 
last day of its most recent fiscal year and it is conducting or 
proposing to conduct a securities offering of $5 million or less. 
For purposes of our analysis of issuers other than investment 
companies in this Part VI of the release, however, we use the 
Exchange Act definition of ``small business'' or ``small entity'' 
because that definition includes more issuers than does the 
Securities Act definition and, as a result, assures that the 
definition we use would not itself lead to an understatement of the 
impact of the amendments on small entities.
    \361\ The estimated number of small entities that report under 
the Exchange Act is based on 2007 data including the Commission's 
internal computerized filing system and Thompson Financial's 
Worldscope database.
---------------------------------------------------------------------------

D. Reporting, Recordkeeping and Other Compliance Requirements

    All issuers subject to the amendments will be required to submit 
financial information to the Commission in interactive data format and, 
if they have a corporate Web site, post the interactive data on their 
Web site. We believe that, in order to submit financial information in 
interactive data format, issuers in general and small entities in 
particular likely will need to prepare and then submit the interactive 
data by expending internal labor hours in connection with either or 
both of;
     Purchasing, learning, and using software packages designed 
to prepare financial information in interactive format; and
     Hiring and working with a consultant or filing agent.\362\
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    \362\ Some issuers such as those that have participated in the 
voluntary program may already prepare financial information in 
interactive data format or already have the expertise and software 
to prepare financial information in interactive data format. Those 
issuers would incur fewer costs as a result of the new requirements. 
Based on our experience with the voluntary program, however, we 
believe that it would be unlikely that those issuers would include 
many small entities.
---------------------------------------------------------------------------

    We believe that issuers will incur relatively little cost in 
connection with the requirement to post the interactive data on the 
issuer's corporate Web site because the requirement applies only to 
issuers that already have a corporate Web site.\363\
---------------------------------------------------------------------------

    \363\ The internal labor and external costs required to comply 
with the new rules are discussed more fully in Parts III and IV 
above.
---------------------------------------------------------------------------

E. Agency Action To Minimize the Effect on Small Entities

    The Regulatory Flexibility Act directs us to consider significant 
alternatives that would accomplish the stated objective, while 
minimizing any significant adverse impact on small entities. In 
connection with the amendments, we considered several alternatives, 
including the following:
     Establishing different compliance or reporting 
requirements or timetables that take into account the resources 
available to small entities;
     Further clarifying, consolidating or simplifying the 
requirements;
     Using performance rather than design standards; and

[[Page 6810]]

     Providing an exemption from the requirements, or any part 
of them, for small entities.
    We believe that, as to small entities, differing compliance, 
reporting or non-phase-in timetable requirements, a partial or complete 
exemption from the amendments or the use of performance rather than 
design standards would be inappropriate because these approaches would 
detract from the long-term completeness and uniformity of the 
interactive data format financial information database. Less long-term 
completeness and uniformity would reduce the extent to which the 
amendments would enable investors and others to search and analyze the 
information dynamically; facilitate comparison of financial and 
business performance across issuers, reporting periods and industries; 
and, possibly, provide an opportunity to automate regulatory filings 
and business information processing with the potential to increase the 
speed, accuracy, and usability of financial disclosure. We note, 
however, that small entities will not be subject to the amendments 
until year three of the phase-in and, as all other issuers, will not be 
required to tag in detail the footnotes and schedules to their 
financial statements until their second year subject to the 
requirements.\364\ We solicited comment on whether differing 
compliance, reporting or timetable requirements, a partial or complete 
exemption, or the use of performance rather than design standards would 
be consistent with our described main goal of making financial 
information easier for investors to analyze while assisting in 
automating regulatory filings and business information processing. One 
commenter stated that at some future point, all filers should be 
required to submit their financial statements in interactive data.\365\ 
This commenter also stated, however, that smaller filers should, for 
now, be able to opt out of the requirement to submit interactive data. 
In this regard, the commenter stated that it did not believe there 
would be sufficient analyst interest in these filers to justify the 
costs the filers would incur. We acknowledge the commenter's views. We 
note, however, that even if there were relatively little analyst 
interest in smaller filers, the interactive data requirements are 
intended not only to facilitate access to and use of information by 
analysts but by others as well. In addition, we note that the 
interactive data requirements also are intended to provide an 
opportunity to automate regulatory filings and business information 
processing, with the potential to increase the speed, accuracy and 
usability of financial disclosure.
---------------------------------------------------------------------------

    \364\ In this regard, in Part II.B.2 of this release we note 
that the additional phase-in time for companies not required to 
submit interactive data in year one of the phase-in period is 
intended to permit them to plan for and implement the interactive 
data reporting process after having the opportunity to learn from 
the experience of year one filers. We also there note that the 
additional phase-in time also is intended to enable us to monitor 
implementation and, if necessary, make appropriate adjustments to 
the phase-in period.
    \365\ See letter from NYSSCPA.
---------------------------------------------------------------------------

    Based in part on our experience with the voluntary program, we 
believe that the amendments are sufficiently clear and straightforward.

VII. Statutory Authority and Text of Amendments

    We are adopting the amendments outlined above under Sections 7, 10, 
19(a) and 28 of the Securities Act,\366\ Sections 3, 12, 13, 14, 15(d), 
23(a), 35A, and 36 of the Exchange Act,\367\ Sections 314 and 319 of 
the Trust Indenture Act \368\ and Sections 6(c), 8, 24, 30, and 38 of 
the Investment Company Act \369\ and Section 3(a) of the Sarbanes-Oxley 
Act.\370\
---------------------------------------------------------------------------

    \366\ 15 U.S.C. 77g, 77j, 77s(a) and 77z-3.
    \367\ 15 U.S.C. 78c, 78l, 78m, 78n, 78o(d), 78w(a), 78ll, and 
78mm.
    \368\ 15 U.S.C. 77nnn and 77sss.
    \369\ 15 U.S.C. 80a-6(c), 80a-8, 80a-24, 80a-29, and 80a-37.
    \370\ Public Law No. 107-204, 116 Stat. 745.
---------------------------------------------------------------------------

List of Subjects

17 CFR Parts 229, 230, 232, 239, 240 and 249

    Reporting and recordkeeping requirements, Securities.

0
For the reasons set out in the preamble, we amend Title 17, Chapter II 
of the Code of Federal Regulations as follows:

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
1. 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, 777iii, 
77jjj, 77nnn, 77sss, 78c, 78i, 78j, 78l, 78m, 78n, 78o, 78u-5, 78w, 
78ll, 78mm, 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
2. Amend Sec.  229.601 by revising the exhibit table in paragraph (a) 
and by revising paragraph (b)(100) and adding paragraph (b)(101) to 
read as follows:


Sec.  229.601  (Item 601) Exhibits.

    (a) * * *

Exhibit Table

* * * * *

                                                                      Exhibit Table
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                              Securities Act forms                                        Exchange Act forms
                                    --------------------------------------------------------------------------------------------------------------------
                                       S-1      S-3    S-4 \1\    S-8      S-11     F-1      F-3    F-4 \1\     10    8-K \2\    10-D     10-Q     10-K
--------------------------------------------------------------------------------------------------------------------------------------------------------
(1) Underwriting agreement.........       X        X        X   .......       X        X        X        X   .......       X   .......  .......  .......
(2) Plan of acquisition,                  X        X        X   .......       X        X        X        X        X        X   .......       X        X
 reorganization, arrangement,
 liquidation or succession.........
(3)(i) Articles of incorporation...       X   .......       X   .......       X        X   .......       X        X        X        X        X        X
(ii) Bylaws........................       X   .......       X   .......       X        X   .......       X        X        X        X        X        X
(4) Instruments defining the rights       X        X        X        X        X        X        X        X        X        X        X        X        X
 of security holders, including
 indentures........................
(5) Opinion re legality............       X        X        X        X        X        X        X        X   .......  .......  .......  .......  .......
(6) [Reserved].....................     N/A      N/A      N/A      N/A      N/A      N/A      N/A      N/A      N/A      N/A      N/A      N/A      N/A

[[Page 6811]]

 
(7) Correspondence from an           .......  .......  .......  .......  .......  .......  .......  .......  .......       X   .......  .......  .......
 independent accountant regarding
 non-reliance on a previously
 issued audit report or completed
 interim review....................
(8) Opinion re tax matters.........       X        X        X   .......       X        X        X        X   .......  .......  .......  .......  .......
(9) Voting trust agreement.........       X   .......       X   .......       X        X   .......       X        X   .......  .......  .......       X
(10) Material contracts............       X   .......       X   .......       X        X   .......       X        X   .......       X        X        X
(11) Statement re computation of          X   .......       X   .......       X        X   .......       X        X   .......  .......       X        X
 per share earnings................
(12) Statements re computation of         X        X        X   .......       X        X   .......       X        X   .......  .......  .......       X
 ratios............................
(13) Annual report to security       .......  .......       X   .......  .......  .......  .......  .......  .......  .......  .......  .......       X
 holders, Form 10-Q or quarterly
 report to security holders \3\....
(14) Code of Ethics................  .......  .......  .......  .......  .......  .......  .......  .......  .......       X   .......  .......       X
(15) Letter re unaudited interim          X        X        X        X        X        X        X        X   .......  .......  .......       X   .......
 financial information.............
(16) Letter re change in certifying       X   .......       X   .......       X   .......  .......  .......       X        X   .......  .......       X
 accountant \4\....................
(17) Correspondence on departure of  .......  .......  .......  .......  .......  .......  .......  .......  .......       X   .......  .......  .......
 director..........................
(18) Letter re change in accounting  .......  .......  .......  .......  .......  .......  .......  .......  .......  .......  .......       X        X
 principles........................
(19) Report furnished to security    .......  .......  .......  .......  .......  .......  .......  .......  .......  .......  .......       X   .......
 holders...........................
(20) Other documents or statements   .......  .......  .......  .......  .......  .......  .......  .......  .......       X   .......  .......  .......
 to security holders...............
(21) Subsidiaries of the registrant       X   .......       X   .......       X        X   .......       X        X   .......  .......  .......       X
(22) Published report regarding      .......  .......  .......  .......  .......  .......  .......  .......  .......  .......       X        X        X
 matters submitted to vote of
 security holders..................
(23) Consents of experts and              X        X        X        X        X        X        X        X   .......   X \5\    X \5\    X \5\    X \5\
 counsel...........................
(24) Power of attorney.............       X        X        X        X        X        X        X        X        X        X   .......       X        X
(25) Statement of eligibility of          X        X        X   .......  .......       X        X        X   .......  .......  .......  .......  .......
 trustee...........................
(26) Invitation for competitive           X        X        X   .......  .......       X        X        X   .......  .......  .......  .......  .......
 bids..............................
(27) through (30) [Reserved].......  .......  .......  .......  .......  .......  .......  .......  .......  .......  .......  .......  .......  .......
(31) (i) Rule 13a-14(a)/15d-14(a)..  .......  .......  .......  .......  .......  .......  .......  .......  .......  .......  .......       X        X
Certifications (ii) Rule 13a-14/15d-                                                                                                    .......       X
 14 Certifications.................
(32) Section 1350 Certifications     .......  .......  .......  .......  .......  .......  .......  .......  .......  .......  .......       X        X
 \6\...............................
(33) Report on assessment of         .......  .......  .......  .......  .......  .......  .......  .......  .......  .......  .......  .......       X
 compliance with servicing criteria
 for asset-backed issuers..........
(34) Attestation report on           .......  .......  .......  .......  .......  .......  .......  .......  .......  .......  .......  .......       X
 assessment of compliance with
 servicing criteria for asset-
 backed securities.................
(35) Servicer compliance statement.  .......  .......  .......  .......  .......  .......  .......  .......  .......  .......  .......  .......       X
(36) through (98) [Reserved].......     N/A      N/A      N/A      N/A      N/A      N/A      N/A      N/A      N/A      N/A      N/A      N/A      N/A
(99) Additional exhibits...........       X        X        X        X        X        X        X        X        X        X        X        X        X
(100) XBRL-Related Documents.......  .......  .......  .......  .......  .......  .......  .......  .......       X        X   .......       X        X
(101) Interactive Data File........       X        X        X   .......       X        X        X        X   .......       X   .......       X       X
--------------------------------------------------------------------------------------------------------------------------------------------------------
\1\ An exhibit need not be provided about a company if: (1) With respect to such company an election has been made under Form S-4 or F-4 to provide
  information about such company at a level prescribed by Form S-3 or F-3; and (2) the form, the level of which has been elected under Form S-4 or F-4,
  would not require such company to provide such exhibit if it were registering a primary offering.
\2\ A Form 8-K exhibit is required only if relevant to the subject matter reported on the Form 8-K report. For example, if the Form 8-K pertains to the
  departure of a director, only the exhibit described in paragraph (b)(17) of this section need be filed. A required exhibit may be incorporated by
  reference from a previous filing.
\3\ Where incorporated by reference into the text of the prospectus and delivered to security holders along with the prospectus as permitted by the
  registration statement; or, in the case of the Form 10-K, where the annual report to security holders is incorporated by reference into the text of
  the Form 10-K.

[[Page 6812]]

 
\4\ If required pursuant to Item 304 of Regulation S-K.
\5\ Where the opinion of the expert or counsel has been incorporated by reference into a previously filed Securities Act registration statement.
\6\ Pursuant to Sec.  Sec.   240.13a-13(b)(3) and 240.15d-13(b)(3) of this chapter, asset-backed issuers are not required to file reports on Form 10-Q.

    (b) * * *
    (100) XBRL-Related Documents. Only an electronic filer that 
prepares its financial statements in accordance with Article 6 of 
Regulation S-X (17 CFR 210.6-01 et seq.) is permitted to participate in 
the voluntary XBRL (eXtensible Business Reporting Language) program 
and, as a result, 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 filing. Rule 401 of Regulation 
S-T (Sec.  232.401 of this chapter) sets forth further details 
regarding eligibility to participate in the voluntary XBRL program.
    (101) Interactive Data File. An Interactive Data File (Sec.  232.11 
of this chapter) is:
    (i) Required to be submitted and posted. Required to be submitted 
to the Commission and posted on the registrant's corporate Web site, if 
any, in the manner provided by Rule 405 of Regulation S-T (Sec.  
232.405 of this chapter) if the registrant does not prepare its 
financial statements in accordance with Article 6 of Regulation S-X (17 
CFR 210.6-01 et seq.) and is described in paragraph (b)(101)(i)(A), (B) 
or (C) of this Item, except that an Interactive Data File: first is 
required for a periodic report on Form 10-Q (Sec.  249.308a of this 
chapter), Form 20-F (Sec.  249.220f of this chapter) or Form 40-F 
(Sec.  249.240f of this chapter), as applicable; is required for a 
registration statement under the Securities Act only if the 
registration statement contains a price or price range; and is required 
for a Form 8-K (Sec.  249.308 of this chapter) only when the Form 8-K 
contains audited annual financial statements that are a revised version 
of financial statements that previously were filed with the Commission 
that have been revised pursuant to applicable accounting standards to 
reflect the effects of certain subsequent events, including a 
discontinued operation, a change in reportable segments or a change in 
accounting principle, and, in such case, the Interactive Data File 
would be required only as to such revised financial statements 
regardless whether the Form 8-K contains other financial statements:
    (A) A large accelerated filer (Sec.  240.12b-2 of this chapter) 
that had an aggregate worldwide market value of the voting and non-
voting common equity held by non-affiliates of more than $5 billion as 
of the last business day of the second fiscal quarter of its most 
recently completed fiscal year that prepares its financial statements 
in accordance with generally accepted accounting principles as used in 
the United States and the filing contains financial statements of the 
registrant for a fiscal period that ends on or after June 15, 2009;
    (B) A large accelerated filer not specified in paragraph 
(b)(101)(i)(A) of this Item that prepares its financial statements in 
accordance with generally accepted accounting principles as used in the 
United States and the filing contains financial statements of the 
registrant for a fiscal period that ends on or after June 15, 2010; or
    (C) A filer not specified in paragraph (b)(101)(i)(A) or (B) of 
this Item that prepares its financial statements in accordance with 
either generally accepted accounting principles as used in the United 
States or International Financial Reporting Standards as issued by the 
International Accounting Standards Board, and the filing contains 
financial statements of the registrant for a fiscal period that ends on 
or after June 15, 2011.
    (ii) Permitted to be submitted. Permitted to be submitted to the 
Commission in the manner provided by Rule 405 of Regulation S-T (Sec.  
232.405 of this chapter) if the:
    (A) Registrant prepares its financial statements:
    (1) In accordance with either:
    (i) Generally accepted accounting principles as used in the United 
States; or
    (ii) International Financial Reporting Standards as issued by the 
International Accounting Standards Board; and
    (2) Not in accordance with Article 6 of Regulation S-X (17 CFR 
210.6-01 et seq.); and
    (B) Interactive Data File is not required to be submitted to the 
Commission under paragraph (b)(101)(i) of this Item.
    (iii) Not permitted to be submitted. Not permitted to be submitted 
to the Commission if the registrant prepares its financial statements 
in accordance with Article 6 of Regulation S-X (17 CFR 210.6-01 et 
seq.).

PART 230--GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933

0
3. The authority citation for Part 230 continues to read in part as 
follows:

    Authority: 15 U.S.C. 77b, 77c, 77d, 77f, 77g, 77h, 77j, 77r, 
77s, 77z-3, 77sss, 78c, 78d, 78j, 78l, 78m, 78n, 78o, 78t, 78w, 
78ll(d), 78mm, 80a-8, 80a-24, 80a-28, 80a-29, 80a-30, and 80a-37, 
unless otherwise noted.
* * * * *

0
4. Amend Sec.  230.144 by revising paragraph (c)(1) and the Note to 
Sec.  230.144(c) to read as follows:


Sec.  230.144  Persons deemed not to be engaged in a distribution and 
therefore not underwriters.

* * * * *
    (c) * * *
    (1) Reporting issuers. The issuer is, and has been for a period of 
at least 90 days immediately before the sale, subject to the reporting 
requirements of section 13 or 15(d) of the Exchange Act and has:
    (i) Filed all required reports under section 13 or 15(d) of the 
Exchange Act, as applicable, during the 12 months preceding such sale 
(or for such shorter period that the issuer was required to file such 
reports), other than Form 8-K reports (Sec.  249.308 of this chapter); 
and
    (ii) Submitted electronically and posted on its corporate Web site, 
if any, every Interactive Data File (Sec.  232.11 of this chapter) 
required to be submitted and posted pursuant to Rule 405 of Regulation 
S-T (Sec.  232.405 of this chapter), during the 12 months preceding 
such sale (or for such shorter period that the issuer was required to 
submit and post such files); or
* * * * *

    Note to Sec.  230.144(c).
    With respect to paragraph (c)(1), the person can rely upon:
    1. A statement in whichever is the most recent report, quarterly 
or annual, required to be filed and filed by the issuer that such 
issuer has:
    a. Filed all reports required under section 13 or 15(d) of the 
Exchange Act, as applicable, during the preceding 12 months (or for 
such shorter period that the issuer was required to file such 
reports), other than Form 8-K reports (Sec.  249.308 of this 
chapter), and has been subject to such filing requirements for the 
past 90 days; and
    b. Submitted electronically and posted on its corporate Web 
site, if any, every Interactive Data File (Sec.  232.11 of this 
chapter) required to be submitted and posted pursuant to Rule 405 of 
Regulation S-T (Sec.  232.405 of this chapter), during the preceding 
12 months (or for such shorter period that the

[[Page 6813]]

issuer was required to submit and post such files); or
    2. A written statement from the issuer that it has complied with 
such reporting, submission or posting requirements.
    3. Neither type of statement may be relied upon, however, if the 
person knows or has reason to believe that the issuer has not 
complied with such requirements.

* * * * *

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

0
5. The authority citation for Part 232 continues to read in part as 
follows:

    Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s(a), 77z-3, 
77sss(a), 78c(b), 78l, 78m, 78n, 78o(d), 78w(a), 78ll, 80a-6(c), 
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 definitions for ``Interactive Data 
File,'' ``Promptly,'' and ``Related Official Filing'' in alphabetical 
order to read as follows:


Sec.  232.11  Definition of terms used in part 232.

* * * * *
    Interactive Data File. The term Interactive Data File means the 
machine-readable computer code that presents information in eXtensible 
Business Reporting Language (XBRL) electronic format pursuant to Sec.  
232.405.
* * * * *
    Promptly. The term Promptly means as soon as reasonably practicable 
under the facts and circumstances at the time. An amendment to the 
Interactive Data File made by the later of 24 hours or 9:30 a.m. 
Eastern Standard Time or Eastern Daylight Saving Time, whichever is 
currently in effect, on the next business day after the electronic 
filer becomes aware of the need for such amendment shall be deemed to 
be ``promptly'' made.
* * * * *
    Related Official Filing. The term Related Official Filing means the 
ASCII or HTML format part of the official filing with which an 
Interactive Data File appears as an exhibit.
* * * * *

0
7. Amend Sec.  232.201 by:
0
a. Revising paragraph (a) introductory text;
0
b. Amending paragraph (b) by revising the headings to Notes 1 and 2; 
and
0
c. Adding paragraph (c).
    The revisions and addition read as follows:


Sec.  232.201  Temporary hardship exemption.

    (a) If an electronic filer experiences unanticipated technical 
difficulties preventing the timely preparation and submission of an 
electronic filing, other than a Form 3 (Sec.  249.103 of this chapter), 
a Form 4 (Sec.  249.104 of this chapter), a Form 5 (Sec.  249.105 of 
this chapter), a Form ID (Sec. Sec.  239.63, 249.446, 269.7 and 274.402 
of this chapter), a Form TA-1 (Sec.  249.100 of this chapter), a Form 
TA-2 (Sec.  249.102 of this chapter), a Form TA-W (Sec.  249.101 of 
this chapter), a Form D (Sec.  239.500 of this chapter) or an 
Interactive Data File (Sec.  232.11 of this chapter), the electronic 
filer may file the subject filing, under cover of Form TH (Sec. Sec.  
239.65, 249.447, 269.10 and 274.404 of this chapter), in paper format 
no later than one business day after the date on which the filing was 
to be made.
* * * * *
    (b) * * *

    Note 1 to paragraph (b): * * *


    Note 2 to paragraph (b): * * *

    (c) If an electronic filer experiences unanticipated technical 
difficulties preventing the timely preparation and--
    (1) Submission of an Interactive Data File (Sec.  232.11) as an 
exhibit as required pursuant to Rule 405 of Regulation S-T (Sec.  
232.405), the electronic filer still can timely satisfy the requirement 
to submit the Interactive Data File in the following manner:
    (i) Substitute for the Interactive Data File in the required 
exhibit a document that sets forth the following legend:
    IN ACCORDANCE WITH THE TEMPORARY HARDSHIP EXEMPTION PROVIDED BY 
RULE 201 OF REGULATION S-T, THE DATE BY WHICH THE INTERACTIVE DATA FILE 
IS REQUIRED TO BE SUBMITTED HAS BEEN EXTENDED BY SIX BUSINESS DAYS; and
    (ii) Submit the required Interactive Data File no later than six 
business days after the Interactive Data File originally was required 
to be submitted.
    (2) Posting on its corporate Web site of an Interactive Data File 
as required pursuant to Rule 405 of Regulation S-T, the electronic 
filer still can timely satisfy the requirement to post the Interactive 
Data File by so posting the Interactive Data File within six business 
days after the Interactive Data File was required to be submitted to 
the Commission.

    Note to paragraph (c): Electronic filers unable to submit or 
post, as applicable, the Interactive Data File under the 
circumstances specified by paragraph (c), must comply with the 
provisions of this section and cannot use Form 12b-25 (Sec.  249.322 
of this chapter) as a notification of late filing. Failure to submit 
or post, as applicable, the Interactive Data File as required by the 
end of the six-business-day period specified by paragraph (c) of 
this section will result in ineligibility to use Forms S-3, S-8 and 
F-3 (Sec. Sec.  239.13, 239.16b, and 239.33 of this chapter) and 
constitute a failure to have filed all required reports for purposes 
of the current public information requirements of Rule 144(c)(1) 
(Sec.  230.144(c)(1) of this chapter).


0
8. Amend Sec.  232.202 by:
0
a. Revising paragraphs (a) introductory text, (a)(2), (b)(2), and 
(b)(3);
0
b. Revising paragraph (c);
0
c. Revising paragraph (d);
0
d. Revising the headings to Notes 1, 2, and 3 to the section; and
0
e. Adding Note 4 to the section.
    The revisions and addition read as follows:


Sec.  232.202  Continuing hardship exemption.

    (a) An electronic filer may apply in writing for a continuing 
hardship exemption if all or part of a filing, group of filings or 
submission, other than a Form ID (Sec. Sec.  239.63, 249.446, 269.7, 
and 274.402 of this chapter) or a Form D (Sec.  239.500 of this 
chapter), otherwise to be filed or submitted in electronic format or, 
in the case of an Interactive Data File (Sec.  232.11), to be posted on 
the electronic filer's corporate Web site, cannot be so filed, 
submitted or posted, as applicable, without undue burden or expense. 
Such written application shall be made at least ten business days 
before the required due date of the filing(s), submission(s) or posting 
of the proposed filing, submission, or posting date, as appropriate, or 
within such shorter period as may be permitted. The written application 
shall contain the information set forth in paragraph (b) of this 
section.
* * * * *
    (2) If the Commission, or the staff acting pursuant to delegated 
authority, denies the application for a continuing hardship exemption, 
the electronic filer shall file or submit the required document or 
Interactive Data File in electronic format or post the Interactive Data 
File on its corporate Web site, as applicable, on the required due date 
or the proposed filing or submission date, or such other date as may be 
permitted.
* * * * *
    (b) * * *
    (2) The burden and expense to employ alternative means to make the 
electronic submission or posting, as applicable; and/or
    (3) The reasons for not submitting electronically the document, 
group of documents or Interactive Data File or not posting the 
Interactive Data File, as

[[Page 6814]]

well as the justification for the requested time period.
    (c) If the request is granted with respect to:
    (1) Electronic filing of a document or group of documents, not 
electronic submission or posting of an Interactive Data File, then the 
electronic filer shall submit the document or group of documents for 
which the continuing hardship exemption is granted in paper format on 
the required due date specified in the applicable form, rule or 
regulation, or the proposed filing date, as appropriate and the 
following legend shall be placed in capital letters at the top of the 
cover page of the paper format document(s):
    IN ACCORDANCE WITH RULE 202 OF REGULATION S-T, THIS (specify 
document) IS BEING FILED IN PAPER PURSUANT TO A CONTINUING HARDSHIP 
EXEMPTION.
    (2) Electronic submission of an Interactive Data File, then the 
electronic filer shall substitute for the Interactive Data File in the 
exhibit in which it was required a document that sets forth one of the 
following legends, as appropriate:
    IN ACCORDANCE WITH A CONTINUING HARDSHIP EXEMPTION OBTAINED UNDER 
RULE 202 OF REGULATION S-T, THE DATE BY WHICH THE INTERACTIVE DATA FILE 
IS REQUIRED TO BE SUBMITTED HAS BEEN EXTENDED TO (specify date); or
    IN ACCORDANCE WITH A CONTINUING HARDSHIP EXEMPTION OBTAINED UNDER 
RULE 202 OF REGULATION S-T, THE INTERACTIVE DATA FILE IS NOT REQUIRED 
TO BE SUBMITTED.
    (3) Web site posting by an electronic filer of its Interactive Data 
File, the electronic filer need not post on its Web site any statement 
with regard to the grant of the request.
    (d) If a continuing hardship exemption is granted for a limited 
period of time for:
    (1) Electronic filing of a document or group of documents, not 
electronic submission or posting of an Interactive Data File, then the 
grant may be conditioned upon the filing of the document or group of 
documents that is the subject of the exemption in electronic format 
upon the expiration of the period for which the exemption is granted. 
The electronic format version shall contain the following statement in 
capital letters at the top of the first page of the document:
    This document is a copy of the (specify document) filed on (date) 
pursuant to a Rule 202(d) continuing hardship exemption.
    (2) Electronic submission or posting of an Interactive Data File, 
then the grant may be conditioned upon the electronic submission and 
posting, as applicable, of the Interactive Data File that is the 
subject of the exemption upon the expiration of the period for which 
the exemption is granted.

    Note 1 to Sec.  232.202: * * *


    Note 2 to Sec.  232.202: * * *


    Note 3 to Sec.  232.202: * * *


    Note 4 to Sec.  232.202: Failure to submit or post, as 
applicable, the Interactive Data File as required by Rule 405 by the 
end of the continuing hardship exemption if granted for a limited 
period of time, will result in ineligibility to use Forms S-3, S-8, 
and F-3 (Sec. Sec.  239.13, 239.16b and 239.33 of this chapter) and 
constitute a failure to have filed all required reports for purposes 
of the current public information requirements of Rule 144(c)(1) 
(Sec.  230.144(c)(1) of this chapter).


0
9. 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, 
Interactive Data Files (Sec.  232.11) or XBRL-Related Documents (Sec.  
232.11).

0
10. Amend Sec.  232.401, paragraph (a), by adding a new first sentence 
to read as follows:


Sec.  232.401  XBRL-Related Document submissions.

    (a) Only an electronic filer that is an investment company 
registered under the Investment Company Act of 1940 (15 U.S.C. 80a-1 et 
seq.), a ``business development company'' as defined in section 
2(a)(48) of that Act, or an entity that reports under the Exchange Act 
and prepares its financial statements in accordance with Article 6 of 
Regulation S-X (17 CFR 210.6-01 et seq.) is permitted to participate in 
the voluntary XBRL (eXtensible Business Reporting Language) program. * 
* *
* * * * *

0
11. Amend Sec.  232.402 by removing the phrase ``Public Utility Act,'' 
from the first sentence of paragraph (b).


Sec. Sec.  232.403 and Sec.  232.404  [Reserved].

0
12. Reserve Sec.  232.403 and Sec.  232.404.
0
13. Add Sec.  232.405 and Sec.  232.406T to read as follows:


Sec.  232.405  Interactive Data File submissions and postings.

    Preliminary Note 1. Sections 405 and 406T of Regulation S-T 
(Sec. Sec.  232.405 and 232.406T) apply to electronic filers that 
submit or post Interactive Data Files. Item 601(b)(101) of Regulation 
S-K (Sec.  229.601(b)(101) of this chapter), paragraph 101 of the 
Information Not Required to be Delivered to Offerees or Purchasers of 
both Form F-9 (Sec.  239.39 of this chapter)and Form F-10 (Sec.  239.40 
of this chapter), Item 101 of the Instructions as to Exhibits of Form 
20-F (Sec.  249.220f of this chapter), paragraph B.7 of the General 
Instructions to Form 40-F (Sec.  249.240f of this chapter) and 
paragraph C.6 of the General Instructions to Form 6-K (Sec.  249.306 of 
this chapter) specify when electronic filers are required or permitted 
to submit or post an Interactive Data File (Sec.  232.11), as further 
described in the Note to Sec.  232.405.
    Preliminary Note 2. Section 405 imposes content, format, submission 
and Web site posting requirements for an Interactive Data File, but 
does not change the substantive content requirements for the financial 
and other disclosures in the Related Official Filing (Sec.  232.11).
    Preliminary Note 3. Section 406T addresses liability related to 
Interactive Data Files.
    (a) Content, format, submission and posting requirements--General. 
An Interactive Data File must:
    (1) Comply with the content, format, submission and Web site 
posting requirements of this section;
    (2) Be submitted only by an electronic filer either required or 
permitted to submit an Interactive Data File as specified by Item 
601(b)(101) of Regulation S-K, paragraph 101 of the Information Not 
Required to be Delivered to Offerees or Purchasers of either Form F-9 
or Form F-10, Item 101 of the Instructions as to Exhibits of Form 20-F, 
paragraph B.7 of the General Instructions to Form 40-F or paragraph C.6 
of the General Instructions to Form 6-K, as applicable, as an exhibit 
to:
    (i) A form that contains the disclosure required by this section or
    (ii) An amendment to a form that contains the disclosure required 
by this section if the amendment is filed no more than 30 days after 
the earlier of the due date or filing date of the form and the 
Interactive Data File is the first Interactive Data File the electronic 
filer submits or the first Interactive Data File the electronic filer 
submits that complies or is required to comply, whichever occurs first, 
with paragraphs (d)(1) through (d)(4), (e)(1) and (e)(2) of this 
section;
    (3) Be submitted in accordance with the EDGAR Filer Manual and, as 
applicable, either Item 601(b)(101) of Regulation S-K, paragraph 101 of 
the Information Not Required to be Delivered to Offerees or Purchasers 
of either Form F-9 or Form F-10, Item 101

[[Page 6815]]

of the Instructions as to Exhibits of Form 20-F, paragraph B.7 of the 
General Instructions to Form 40-F or paragraph C.6 of the General 
Instructions to Form 6-K; and
    (4) Be posted on the electronic filer's corporate Web site, if any, 
in accordance with, as applicable, either Item 601(b)(101) of 
Regulation S-K, paragraph 101 of the Information Not Required to be 
Delivered to Offerees or Purchasers of either Form F-9 or Form F-10, 
Item 101 of the Instructions as to Exhibits of Form 20-F, paragraph B.7 
of the General Instructions to Form 40-F or paragraph C.6 of the 
General Instructions to Form 6-K.
    (b) Content--Categories of information presented. An Interactive 
Data File must consist of only a complete set of information for all 
periods required to be presented in the corresponding data in the 
Related Official Filing, no more and no less, from all of the following 
categories:
    (1) The complete set of the electronic filer's financial statements 
(which includes the face of the financial statements and all 
footnotes); and
    (2) All schedules set forth in Article 12 of Regulation S-X 
(Sec. Sec.  210.12-01--210.12-29) related to the electronic filer's 
financial statements.

    Note to paragraph (b): It is not permissible for the Interactive 
Data File to present only partial face financial statements, such as 
by excluding comparative financial information for prior periods.

    (c) Format--Generally. An Interactive Data File must comply with 
the following requirements, except as modified by paragraph (d) or (e) 
of this section, as applicable, with respect to the corresponding data 
in the Related Official Filing consisting of footnotes to financial 
statements or financial statement schedules as set forth in Article 12 
of Regulation S-X:
    (1) Data elements and labels.
    (i) Element accuracy. Each data element (i.e., all text, line item 
names, monetary values, percentages, numbers, dates and other labels) 
contained in the Interactive Data File reflects the same information in 
the corresponding data in the Related Official Filing;
    (ii) Element specificity. No data element contained in the 
corresponding data in the Related Official Filing is changed, deleted, 
or summarized in the Interactive Data File;
    (iii) Standard and special labels and elements. Each data element 
contained in the Interactive Data File is matched with an appropriate 
tag from the most recent version of the standard list of tags specified 
by the EDGAR Filer Manual. A tag is appropriate only when its standard 
definition, standard label and other attributes as and to the extent 
identified in the list of tags match the information to be tagged, 
except that:
    (A) Labels. An electronic filer must create and use a new special 
label to modify a tag's existing standard label when that tag is an 
appropriate tag in all other respects (i.e., in order to use a tag from 
the standard list of tags only its label needs to be changed); and
    (B) Elements. An electronic filer must create and use a new special 
element if and only if an appropriate tag does not exist in the 
standard list of tags for reasons other than or in addition to an 
inappropriate standard label; and
    (2) Additional mark-up related content. The Interactive Data File 
contains any additional mark-up related content (e.g., the eXtensible 
Business Reporting Language tags themselves, identification of the core 
XML documents used and other technology related content) not found in 
the corresponding data in the Related Official Filing that is necessary 
to comply with the EDGAR Filer Manual requirements.
    (d) Format--Footnotes--Generally. The part of the Interactive Data 
File for which the corresponding data in the Related Official Filing 
consists of footnotes to financial statements must comply with the 
requirements of paragraphs (c)(1) and (c)(2) of this section, as 
modified by this paragraph (d), unless the electronic filer is within 
one of the categories specified in paragraph (f) of this section. 
Footnotes to financial statements must be tagged as follows:
    (1) Each complete footnote must be block-text tagged;
    (2) Each significant accounting policy within the significant 
accounting policies footnote must be block-text tagged;
    (3) Each table within each footnote must be block-text tagged; and
    (4) Within each footnote,
    (i) Each amount (i.e., monetary value, percentage, and number) must 
be tagged separately; and
    (ii) Each narrative disclosure may be tagged separately to the 
extent the electronic filer chooses.
    (e) Format--Schedules--Generally. The part of the Interactive Data 
File for which the corresponding data in the Related Official Filing 
consists of financial statement schedules as set forth in Article 12 of 
Regulation S-X must comply with the requirements of paragraphs (c)(1) 
and (c)(2) of this section, as modified by this paragraph (e), unless 
the electronic filer is within one of the categories specified in 
paragraph (f) of this section. Financial statement schedules as set 
forth in Article 12 of Regulation S-X must be tagged as follows:
    (1) Each complete financial statement schedule must be block-text 
tagged; and
    (2) Within each financial statement schedule,
    (i) Each amount (i.e., monetary value, percentage and number) must 
be tagged separately; and
    (ii) Each narrative disclosure may be tagged separately to the 
extent the electronic filer chooses.
    (f) Format--Footnotes and Schedules Eligible for Phased-In Detail. 
The following electronic filers must comply with paragraphs (c)(1) and 
(c)(2) of this section as modified by paragraphs (d) and (e) of this 
section, except that they may choose to comply with paragraph (d)(1) of 
this section rather than paragraphs (d)(1) through (d)(4) of this 
section and may choose to comply with paragraph (e)(1) of this section 
rather than paragraphs (e)(1) and (e)(2) of this section:
    (1) Any large accelerated filer (Sec.  240.12b-2 of this chapter) 
that had an aggregate worldwide market value of the voting and non-
voting common equity held by non-affiliates of more than $5 billion as 
of the last business day of the second fiscal quarter of its most 
recently completed fiscal year that prepares its financial statements 
in accordance with generally accepted accounting principles as used in 
the United States, if none of the financial statements for which an 
Interactive Data File is required is for a fiscal period that ends on 
or after June 15, 2010;
    (2) Any large accelerated filer not specified in paragraph (f)(1) 
of this section that prepares its financial statements in accordance 
with generally accepted accounting principles as used in the United 
States, if none of the financial statements for which an Interactive 
Data File is required is for a fiscal period that ends on or after June 
15, 2011; and
    (3) Any filer not specified in paragraph (f)(1) or (f)(2) of this 
section that prepares its financial statements in accordance with 
either generally accepted accounting principles as used in the United 
States or International Financial Reporting Standards as issued by the 
International Accounting Standards Board, if none of the financial 
statements for which an Interactive Data File is required is for a 
fiscal period that ends on or after June 15, 2012.
    (g) Posting. Any electronic filer that maintains a corporate Web 
site and is required to submit an Interactive Data File must post that 
Interactive Data File on that Web site by the end of the calendar day 
on the earlier of the date

[[Page 6816]]

the Interactive Data File is submitted or is required to be submitted 
and the Interactive Data File must remain accessible on that Web site 
for at least a 12-month period.

    Note to Sec.  232.405: Item 601(b)(101) of Regulation S-K 
specifies the circumstances under which an Interactive Data File 
must be submitted as an exhibit and be posted to the issuer's 
corporate Web site, if any, and the circumstances under which it is 
permitted to be submitted as an exhibit, with respect to Forms S-1 
(Sec.  239.11 of this chapter), S-3 (Sec.  239.13 of this chapter), 
S-4 (Sec.  239.25 of this chapter), S-11 (Sec.  239.18 of this 
chapter), F-1 (Sec.  239.31 of this chapter), F-3 (Sec.  239.33 of 
this chapter), F-4 (Sec.  239.34 of this chapter), 10-K (Sec.  
249.310 of this chapter), 10-Q (Sec.  249.308a of this chapter) and 
8-K (Sec.  249.308 of this chapter). Paragraph 101 of the 
Information Not Required to be Delivered to Offerees or Purchasers 
of both Form F-9 and Form F-10 specifies the circumstances under 
which an Interactive Data File must be submitted as an exhibit and 
be posted to the issuer's corporate Web site, if any, and the 
circumstances under which it is permitted to be submitted as an 
exhibit, with respect to Form F-9 and Form F-10, respectively. Item 
101 of the Instructions as to Exhibits of Form 20-F specifies the 
circumstances under which an Interactive Data File must be submitted 
as an exhibit and be posted to the issuer's corporate Web site, if 
any, and the circumstances under which it is permitted to be 
submitted as an exhibit, with respect to Form 20-F. Paragraph B.7 of 
the General Instructions to Form 40-F and Paragraph C.6 of the 
General Instructions to Form 6-K specify the circumstances under 
which an Interactive Data File must be submitted as an exhibit and 
be posted to the issuer's corporate Web site, if any, and the 
circumstances under which it is permitted to be submitted as an 
exhibit, with respect to Form 40-F and Form 6-K, respectively. Item 
601(b)(101) of Regulation S-K, paragraph 101 of the Information Not 
Required to be Delivered to Offerees or Purchasers of both Form F-9 
and Form F-10, Item 101 of the Instructions as to Exhibits of Form 
20-F, paragraph B.7 of the General Instructions to Form 40-F and 
paragraph C.6 of the General Instructions to Form 6-K all prohibit 
submission of an Interactive Data File by an issuer that prepares 
its financial statements in accordance with Article 6 of Regulation 
S-X (17 CFR 210.6-01 et seq.).

Sec.  232.406T  Temporary rule related to Interactive Data Files.

    (a) Scope. Section 232.406T addresses the liability for the 
Interactive Data File. An Interactive Data File is subject to the same 
liability provisions as the Related Official Filing except as provided 
in paragraphs (b) and (c) of this section.
    (b) In general. The Interactive Data File, regardless of whether it 
is an exhibit to a document incorporated by reference into filings:
    (1) Is subject to the anti-fraud provisions of section 17(a)(1) of 
the Securities Act, section 10(b) of the Exchange Act, Sec.  240.10b-5 
of this chapter, and section 206(1) of the Investment Advisers Act 
except as provided in paragraph (c) of this section;
    (2) Is deemed not filed or part of a registration statement or 
prospectus for purposes of sections 11 or 12 of the Securities Act, is 
deemed not filed for purposes of section 18 of the Exchange Act or 
section 34(b) of the Investment Company Act, and otherwise is not 
subject to liability under these sections; and
    (3) Is deemed filed for purposes of Sec.  232.103.
    (c) Good faith attempts and prompt correction. Subject to paragraph 
(b) of this section, the Interactive Data File shall be subject to 
liability for a failure to comply with Sec.  232.405, but shall be 
deemed to have complied with Sec.  232.405 and would not be subject to 
liability under the anti-fraud provisions set forth in paragraph (b)(1) 
of this section or under any other liability provision if the 
electronic filer:
    (1) Makes a good faith attempt to comply with Sec.  232.405; and
    (2) After the electronic filer becomes aware that the Interactive 
Data File fails to comply with Sec.  232.405, promptly amends the 
Interactive Data File to comply with Sec.  232.405.
    (d) Temporary section. Section 232.406T is a temporary section that 
applies to an Interactive Data File submitted to the Commission less 
than 24 months after the electronic filer first was required to submit 
an Interactive Data File to the Commission pursuant to Sec.  232.405, 
not taking into account any grace period, but no later than October 31, 
2014. After these dates, an Interactive Data File is subject to the 
same liability provisions as the Related Official Filing. This 
temporary section will expire on October 31, 2014.

PART 239--FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933

0
14. The authority citation for Part 239 continues to read in part as 
follows:

    Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 77z-2, 77z-3, 
77sss, 78c, 78l, 78m, 78n, 78o(d), 78u-5, 78w(a), 78ll, 78mm, 80a-
2(a), 80a-3, 80a-8, 80a-9, 80a-10, 80a-13, 80a-24, 80a-26, 80a-29, 
80a-30, and 80a-37, unless otherwise noted.
* * * * *

0
15. Amend Sec.  239.13 by revising paragraph (a)(8) to read as follows:


Sec.  239.13  Form S-3, for registration under the Securities Act of 
1933 of securities of certain issuers offered pursuant to certain types 
of transactions.

* * * * *
    (a) * * *
    (8) Electronic filings. In addition to satisfying the foregoing 
conditions, a registrant subject to the electronic filing requirements 
of Rule 101 of Regulation S-T (Sec.  232.101 of this chapter) shall 
have:
    (i) Filed with the Commission all required electronic filings, 
including electronic copies of documents submitted in paper pursuant to 
a hardship exemption as provided by Rule 201 or Rule 202(d) of 
Regulation S-T (Sec.  232.201 or Sec.  232.202(d) of this chapter); and
    (ii) Submitted electronically to the Commission and posted on its 
corporate Web site, if any, all Interactive Data Files required to be 
submitted and posted pursuant to Rule 405 of Regulation S-T (Sec.  
232.405 of this chapter) during the twelve calendar months and any 
portion of a month immediately preceding the filing of the registration 
statement on this Form (or for such shorter period of time that the 
registrant was required to submit and post such files).

0
16. Amend Form S-3 (referenced in Sec.  239.13) by revising paragraph 
I.A.8 of the General Instructions to read as follows:

    Note: The text of Form S-3 does not and this amendment will not 
appear in the Code of Federal Regulations.

Form S-3

* * * * *

General Instructions

    I. * * *
    A. * * *
    8. Electronic filings. In addition to satisfying the foregoing 
conditions, a registrant subject to the electronic filing requirements 
of Rule 101 of Regulation S-T (Sec.  232.101 of this chapter) shall 
have:
    (a) Filed with the Commission all required electronic filings, 
including electronic copies of documents submitted in paper pursuant to 
a hardship exemption as provided by Rule 201 or Rule 202(d) of 
Regulation S-T (Sec.  232.201 or Sec.  232.202(d) of this chapter); and
    (b) Submitted electronically to the Commission and posted on its 
corporate Web site, if any, all Interactive Data Files required to be 
submitted and posted pursuant to Rule 405 of Regulation S-T (Sec.  
232.405 of this chapter) during the twelve calendar months and any 
portion of a month immediately preceding the filing of the registration 
statement on this Form (or for such shorter period of time that the

[[Page 6817]]

registrant was required to submit and post such files).
* * * * *

0
17. Amend Sec.  239.16b by revising paragraph (b) to read as follows:


Sec.  239.16b  Form S-8, for registration under the Securities Act of 
1933 of securities to be offered to employees pursuant to employee 
benefit plans.

* * * * *
    (b) Electronic filings. In addition to satisfying the foregoing 
conditions, a registrant subject to the electronic filing requirements 
of Rule 101 of Regulation S-T (Sec.  232.101 of this chapter) shall 
have:
    (1) Filed with the Commission all required electronic filings, 
including electronic copies of documents submitted in paper pursuant to 
a hardship exemption as provided by Rule 201 or Rule 202(d) of 
Regulation S-T (Sec.  232.201 or Sec.  232.202(d) of this chapter); and
    (2) Submitted electronically to the Commission and posted on its 
corporate Web site, if any, all Interactive Data Files required to be 
submitted and posted pursuant to Rule 405 of Regulation S-T (Sec.  
232.405 of this chapter) during the twelve calendar months and any 
portion of a month immediately preceding the filing of the registration 
statement on this Form (or for such shorter period of time that the 
registrant was required to submit and post such files).

0
18. Amend Form S-8 (referenced in Sec.  239.16b) by revising paragraph 
A.3 of the General Instructions to read as follows:

    Note: The text of Form S-8 does not and this amendment will not 
appear in the Code of Federal Regulations.

Form S-8

* * * * *

General Instructions

    A. * * *
    3. Electronic filings. In addition to satisfying the foregoing 
conditions, a registrant subject to the electronic filing requirements 
of Rule 101 of Regulation S-T (Sec.  232.101 of this chapter) shall 
have:
    (a) Filed with the Commission all required electronic filings, 
including electronic copies of documents submitted in paper pursuant to 
a hardship exemption as provided by Rule 201 or Rule 202(d) of 
Regulation S-T (Sec.  232.201 or Sec.  232.202(d) of this chapter); and
    (b) Submitted electronically to the Commission and posted on its 
corporate Web site, if any, all Interactive Data Files required to be 
submitted and posted pursuant to Rule 405 of Regulation S-T (Sec.  
232.405 of this chapter) during the twelve calendar months and any 
portion of a month immediately preceding the filing of the registration 
statement on this Form (or for such shorter period of time that the 
registrant was required to submit and post such files).
* * * * *

0
19. Amend Sec.  239.33 by revising paragraph (a)(6) to read as follows:


Sec.  239.33  Form F-3, for registration under the Securities Act of 
1933 of securities of certain foreign private issuers offered pursuant 
to certain types of transactions.

* * * * *
    (a) * * *
    (6) Electronic filings. In addition to satisfying the foregoing 
conditions, a registrant subject to the electronic filing requirements 
of Rule 101 of Regulation S-T (Sec.  232.101 of this chapter) shall 
have:
    (i) Filed with the Commission all required electronic filings, 
including electronic copies of documents submitted in paper pursuant to 
a hardship exemption as provided by Rule 201 or Rule 202(d) of 
Regulation S-T (Sec.  232.201 or Sec.  232.202(d) of this chapter); and
    (ii) Submitted electronically to the Commission and posted on its 
corporate Web site, if any, all Interactive Data Files required to be 
submitted and posted pursuant to Rule 405 of Regulation S-T (Sec.  
232.405 of this chapter) during the twelve calendar months and any 
portion of a month immediately preceding the filing of the registration 
statement on this Form (or for such shorter period of time that the 
registrant was required to submit and post such files).
* * * * *

0
20. Amend Form F-3 (referenced in Sec.  239.33) by revising paragraph 
I.A.6 of the General Instructions to read as follows:

    Note: The text of Form F-3 does not and this amendment will not 
appear in the Code of Federal Regulations.

Form F-3

* * * * *

General Instructions

    I. * * *
    A. * * *
    6. Electronic filings. In addition to satisfying the foregoing 
conditions, a registrant subject to the electronic filing requirements 
of Rule 101 of Regulation S-T (Sec.  232.101 of this chapter) shall 
have:
    (i) Filed with the Commission all required electronic filings, 
including electronic copies of documents submitted in paper pursuant to 
a hardship exemption as provided by Rule 201 or Rule 202(d) of 
Regulation S-T (Sec.  232.201 or Sec.  232.202(d) of this chapter); and
    (ii) Submitted electronically to the Commission and posted on its 
corporate Web site, if any, all Interactive Data Files required to be 
submitted and posted pursuant to Rule 405 of Regulation S-T (Sec.  
232.405 of this chapter) during the twelve calendar months and any 
portion of a month immediately preceding the filing of the registration 
statement on this Form (or for such shorter period of time that the 
registrant was required to submit and post such files).
* * * * *

0
21. Amend Form F-9 (referenced in Sec.  239.39) by reserving paragraphs 
(8) through (100) and adding paragraph 101 at the end of ``Part II--
Information Not Required To Be Delivered to Offerees or Purchasers'' to 
read as follows:

    Note: The text of Form F-9 does not and this amendment will not 
appear in the Code of Federal Regulations.

Form F-9

* * * * *

PART II--Information Not Required To Be Delivered to Offerees or 
Purchasers

* * * * *
    (8) through (100) [Reserved]
    (101) An Interactive Data File (Sec.  232.11 of this chapter) is:
    (a) Required to be submitted and posted. Required to be submitted 
to the Commission and posted on the registrant's corporate Web site, if 
any, in the manner provided by Rule 405 of Regulation S-T (Sec.  
232.405 of this chapter) if the Registrant does not prepare its 
financial statements in accordance with Article 6 of Regulation S-X (17 
CFR 210.6-01 et seq.) and is described in paragraph (a)(i),(ii), (iii) 
of this Instruction 101, except that an Interactive Data File: First is 
required for a periodic report on Form 10-Q (Sec.  249.308a of this 
chapter), Form 20-F (Sec.  249.220f of this chapter) or Form 40-F 
(Sec.  249.240f of this chapter), as applicable; and is required for a 
registration statement under the Securities Act only if the 
registration statement contains a price or price range:
    (i) A large accelerated filer (Sec.  240.12b-2 of this chapter) 
that had an aggregate worldwide market value of the voting and non-
voting common equity held by non-affiliates of more than $5 billion as

[[Page 6818]]

of the last business day of the second fiscal quarter of its most 
recently completed fiscal year that prepares its financial statements 
in accordance with generally accepted accounting principles as used in 
the United States and the filing contains financial statements of the 
registrant for a fiscal period that ends on or after June 15, 2009;
    (ii) A large accelerated filer not specified in paragraph (a)(i) of 
this Instruction (101) that prepares its financial statements in 
accordance with generally accepted accounting principles as used in the 
United States and the filing contains financial statements of the 
registrant for a fiscal period that ends on or after June 15, 2010; or
    (iii) A filer not specified in paragraph (a)(i) or (a)(ii) of this 
Instruction (101) that prepares its financial statements in accordance 
with either generally accepted accounting principles as used in the 
United States or International Financial Reporting Standards as issued 
by the International Accounting Standards Board, and the filing 
contains financial statements of the registrant for a fiscal period 
that ends on or after June 15, 2011.
    (b) Permitted to be submitted. Permitted to be submitted to the 
Commission in the manner provided by Rule 405 of Regulation S-T (Sec.  
232.405 of this chapter) if the:
    (i) Registrant prepares its financial statements:
    (A) In accordance with either:
    (1) Generally accepted accounting principles as used in the United 
States; or
    (2) International Financial Reporting Standards as issued by the 
International Accounting Standards Board; and
    (B) Not in accordance with Article 6 of Regulation S-X (17 CFR 
210.6-01 et seq.); and
    (ii) Interactive Data File is not required to be submitted to the 
Commission under paragraph (a) of this Instruction 101.
    (c) Not permitted to be submitted. Not permitted to be submitted to 
the Commission if the registrant prepares its financial statements in 
accordance with Article 6 of Regulation S-X (17 CFR 210.6-01 et seq.).
* * * * *

0
22. Amend Form F-10 (referenced in Sec.  239.40) by reserving 
paragraphs (8) through (100) and adding paragraph 101 at the end of 
``Part II--Information Not Required To Be Delivered to Offerees or 
Purchasers'' to read as follows:

    Note: The text of Form F-10 does not and this amendment will not 
appear in the Code of Federal Regulations.

Form F-10

* * * * *

PART II--Information Not Required To Be Delivered to Offerees or 
Purchasers

* * * * *
    (8) through (100) [Reserved]
    (101) An Interactive Data File (Sec.  232.11 of this chapter) is:
    (a) Required to be submitted and posted. Required to be submitted 
to the Commission and posted on the registrant's corporate Web site, if 
any, in the manner provided by Rule 405 of Regulation S-T (Sec.  
232.405 of this chapter) if the Registrant does not prepare its 
financial statements in accordance with Article 6 of Regulation S-X (17 
CFR 210.6-01 et seq.) and is described in paragraph (a)(i),(ii), (iii) 
of this Instruction 101, except that an Interactive Data File: first is 
required for a periodic report on Form 10-Q (Sec.  249.308a of this 
chapter), Form 20-F (Sec.  249.220f of this chapter) or Form 40-F 
(Sec.  249.240f of this chapter), as applicable; and is required for a 
registration statement under the Securities Act only if the 
registration statement contains a price or price range:
    (i) A large accelerated filer (Sec.  240.12b-2 of this chapter) 
that had an aggregate worldwide market value of the voting and non-
voting common equity held by non-affiliates of more than $5 billion as 
of the last business day of the second fiscal quarter of its most 
recently completed fiscal year that prepares its financial statements 
in accordance with generally accepted accounting principles as used in 
the United States and the filing contains financial statements of the 
registrant for a fiscal period that ends on or after June 15, 2009;
    (ii) A large accelerated filer not specified in paragraph (a)(i) of 
this Instruction 101 that prepares its financial statements in 
accordance with generally accepted accounting principles as used in the 
United States and the filing contains financial statements of the 
registrant for a fiscal period that ends on or after June 15, 2010; or
    (iii) A filer not specified in paragraph (a)(i) or (a)(ii) of this 
Instruction 101 that prepares its financial statements in accordance 
with either generally accepted accounting principles as used in the 
United States or International Financial Reporting Standards as issued 
by the International Accounting Standards Board, and the filing 
contains financial statements of the registrant for a fiscal period 
that ends on or after June 15, 2011.
    (b) Permitted to be submitted. Permitted to be submitted to the 
Commission in the manner provided by Rule 405 of Regulation S-T (Sec.  
232.405 of this chapter) if the:
    (i) Registrant prepares its financial statements:
    (A) In accordance with either:
    (1) Generally accepted accounting principles as used in the United 
States; or
    (2) International Financial Reporting Standards as issued by the 
International Accounting Standards Board; and
    (B) Not in accordance with Article 6 of Regulation S-X (17 CFR 
210.6-01 et seq.); and
    (ii) Interactive Data File is not required to be submitted to the 
Commission under paragraph (a) of this Instruction (101).
    (c) Not permitted to be submitted. Not permitted to be submitted to 
the Commission if the registrant prepares its financial statements in 
accordance with Article 6 of Regulation S-X (17 CFR 210.6-01 et seq.).
* * * * *

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

0
23. 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, 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
24. Amend Sec.  240.12b-25 by adding paragraph (h) to read as follows:


Sec.  240.12b-25  Notification of inability to timely file all or any 
required portion of a Form 10-K, 20-F, 11-K, N-SAR, N-CSR, 10-Q, or 10-
D.

* * * * *
    (h) Interactive data submissions. The provisions of this section 
shall not apply to the submission or posting of an Interactive Data 
File (Sec.  232.11 of this chapter). Filers unable to submit or post an 
Interactive Data File within the time period prescribed should comply 
with either Rule 201 or 202 of Regulation S-T (Sec.  232.201 and Sec.  
232.202 of this chapter).

0
25. Amend Sec.  240.13a-14 by revising 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:

[[Page 6819]]

    (1) An Interactive Data File, as defined in Rule 11 of Regulation 
S-T (Sec.  232.11 of this chapter); or
    (2) XBRL-Related Documents, as defined in Rule 11 of Regulation S-
T.

0
26. Amend Sec.  240.15d-14 by revising 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:
    (1) An Interactive Data File, as defined in Rule 11 of Regulation 
S-T (Sec.  232.11 of this chapter); or
    (2) XBRL-Related Documents, as defined in Rule 11 of Regulation S-
T.

PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934

0
27. 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
28. Amend Form 10-Q (referenced in Sec.  249.308a) by adding a 
paragraph with two check boxes to the cover page after the paragraph 
with two check boxes that starts ``Indicate by check mark whether the 
registrant (1) has filed all reports required to be filed by Section 13 
or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 
months * * * '' to read as follows:

    Note: The text of Form 10-Q does not, and this amendment will 
not, appear in the Code of Federal Regulations.

Form 10-Q

* * * * *
Indicate by check mark whether the registrant has submitted 
electronically and posted on its corporate Web site, if any, every 
Interactive Data File required to be submitted and posted pursuant to 
Rule 405 of Regulation S-T (Sec.  232.405 of this chapter) during the 
preceding 12 months (or for such shorter period that the registrant was 
required to submit and post such files).
    Yes [ballot] No [ballot]
* * * * *

0
29. Amend Form 10-K (referenced in Sec.  249.310) by adding a paragraph 
with two check boxes to the cover page after the paragraph with two 
check boxes that starts ``Indicate by check mark whether the registrant 
(1) has filed all reports required to be filed by Section 13 or 15(d) 
of the Securities Exchange Act of 1934 during the preceding 12 months * 
* * '' to read as follows:

    Note: The text of Form 10-K does not, and this amendment will 
not, appear in the Code of Federal Regulations.

Form 10-K

* * * * *
Indicate by check mark whether the registrant has submitted 
electronically and posted on its corporate Web site, if any, every 
Interactive Data File required to be submitted and posted pursuant to 
Rule 405 of Regulation S-T (Sec.  232.405 of this chapter) during the 
preceding 12 months (or for such shorter period that the registrant was 
required to submit and post such files).
    Yes [ballot] No [ballot]
* * * * *

0
30. Amend Form 20-F (referenced in Sec.  249.220f) by:
0
a. Adding a paragraph with two check boxes to the cover page after the 
paragraph with two check boxes that starts ``Indicate by check mark 
whether the registrant (1) has filed all reports required to be filed 
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during 
the preceding 12 months * * * ;'' and
0
b. Revise paragraph 100 and add paragraph 101 at the end of 
``Instructions as to Exhibits.''
    The additions and revisions 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

* * * * *
Indicate by check mark whether the registrant has submitted 
electronically and posted on its corporate Web site, if any, every 
Interactive Data File required to be submitted and posted pursuant to 
Rule 405 of Regulation S-T (Sec.  232.405 of this chapter) during the 
preceding 12 months (or for such shorter period that the registrant was 
required to submit and post such files).
    Yes [ballot] No [ballot]
* * * * *

Instructions as to Exhibits

* * * * *
    100. XBRL-Related Documents. Only a registrant that prepares its 
financial statements in accordance with Article 6 of Regulation S-X (17 
CFR 210.6-01 et seq.) is permitted to participate in the voluntary XBRL 
(eXtensible Business Reporting Language) program and, as a result, may 
submit XBRL-Related Documents (Sec.  232.11 of this chapter). Rule 401 
of Regulation S-T (Sec.  232.401 of this chapter) sets forth further 
details regarding eligibility to participate in the voluntary XBRL 
program.
    101. Interactive Data File. An Interactive Data File (Sec.  232.11 
of this chapter) is:
    (a) Required to be submitted and posted. Required to be submitted 
to the Commission and posted on the registrant's corporate Web site, if 
any, in the manner provided by Rule 405 of Regulation S-T (Sec.  
232.405 of this chapter) if the Form 20-F is an annual report and the 
registrant does not prepare its financial statements in accordance with 
Article 6 of Regulation S-X (17 CFR 210.6-01 et seq.) and is:
    (i) A large accelerated filer (Sec.  240.12b-2 of this chapter) 
that had an aggregate worldwide market value of the voting and non-
voting common equity held by non-affiliates of more than $5 billion as 
of the last business day of the second fiscal quarter of its most 
recently completed fiscal year that prepares its financial statements 
in accordance with generally accepted accounting principles as used in 
the United States and the filing contains financial statements of the 
registrant for a fiscal period that ends on or after June 15, 2009;
    (ii) A large accelerated filer not specified in paragraph (a)(i) of 
this Instruction 101 that prepares its financial statements in 
accordance with generally accepted accounting principles as used in the 
United States and the filing contains financial statements of the 
registrant for a fiscal period that ends on or after June 15, 2010; or
    (iii) A filer not specified in paragraph (a)(i) or (a)(ii) of this 
Instruction 101 that prepares its financial statements in accordance 
with either generally accepted accounting principles as used in the 
United States or International Financial Reporting Standards as issued 
by the International Accounting Standards Board, and the filing 
contains financial statements of the registrant for a fiscal period 
that ends on or after June 15, 2011.
    (b) Permitted to be submitted. Permitted to be submitted to the 
Commission in the manner provided by Rule 405 of Regulation S-T (Sec.  
232.405 of this chapter) if the:
    (i) Registrant prepares its financial statements:
    (A) In accordance with either:
    (1) Generally accepted accounting principles as used in the United 
States; or
    (2) International Financial Reporting Standards as issued by the 
International Accounting Standards Board; and
    (B) Not in accordance with Article 6 of Regulation S-X (17 CFR 
210.6-01 et seq.); and

[[Page 6820]]

    (ii) Interactive Data File is not required to be submitted to the 
Commission under paragraph (a) of this Instruction 101.
    (c) Not permitted to be submitted. Not permitted to be submitted to 
the Commission if the registrant prepares its financial statements in 
accordance with Article 6 of Regulation S-X (17 CFR 210.6-01 et seq.).
* * * * *

0
31. Amend Form 40-F (referenced in Sec.  249.240f) by:
0
a. Adding a paragraph with two check boxes to the cover page after the 
paragraph with two check boxes that starts ``Indicate by check mark 
whether the Registrant (1) has filed all reports required to be filed 
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during 
the preceding 12 months * * *; '' and
0
b. Add paragraph B.(7) to the General Instructions.
    The additions read as follows:

    Note: The text of Form 40-F does not, and this amendment will 
not, appear in the Code of Federal Regulations.

Form 40-F

* * * * *
Indicate by check mark whether the registrant has submitted 
electronically and posted on its corporate Web site, if any, every 
Interactive Data File required to be submitted and posted pursuant to 
Rule 405 of Regulation S-T (Sec.  232.405 of this chapter) during the 
preceding 12 months (or for such shorter period that the Registrant was 
required to submit and post such files).
    Yes [ballot] No [ballot]
* * * * *

General Instructions

* * * * *
    B. * * *
    (7) An Interactive Data File (Sec.  232.11 of this chapter) is:
    (a) Required to be submitted and posted. Required to be submitted 
to the Commission and posted on the registrant's corporate Web site, if 
any, in the manner provided by Rule 405 of Regulation S-T (Sec.  
232.405 of this chapter), and, as submitted, listed as exhibit 101, if 
the Form 40-F is an annual report and the registrant is does not 
prepare its financial statements in accordance with Article 6 of 
Regulation S-X (17 CFR 210.6-01 et seq.) and is:
    (i) A large accelerated filer (Sec.  240.12b-2 of this chapter) 
that had an aggregate worldwide market value of the voting and non-
voting common equity held by non-affiliates of more than $5 billion as 
of the last business day of the second fiscal quarter of its most 
recently completed fiscal year that prepares its financial statements 
in accordance with generally accepted accounting principles as used in 
the United States and the filing contains financial statements of the 
registrant for a fiscal period that ends on or after June 15, 2009;
    (ii) A large accelerated filer not specified in paragraph (a)(i) of 
this Instruction 7 that prepares its financial statements in accordance 
with generally accepted accounting principles as used in the United 
States and the filing contains financial statements of the registrant 
for a fiscal period that ends on or after June 15, 2010; or
    (iii) A filer not specified in paragraph (a)(i) or (a)(ii) of this 
Instruction 7 that prepares its financial statements in accordance with 
either generally accepted accounting principles as used in the United 
States or International Financial Reporting Standards as issued by the 
International Accounting Standards Board, and the filing contains 
financial statements of the registrant for a fiscal period that ends on 
or after June 15, 2011.
    (b) Permitted to be submitted. Permitted to be submitted to the 
Commission in the manner provided by Rule 405 of Regulation S-T (Sec.  
232.405 of this chapter) if the registrant lists it as exhibit 101 and 
the:
    (i) Registrant prepares its financial statements:
    (A) In accordance with either:
    (1) Generally accepted accounting principles as used in the United 
States; or
    (2) International Financial Reporting Standards as issued by the 
International Accounting Standards Board; and
    (B) Not in accordance with Article 6 of Regulation S-X (17 CFR 
210.6-01 et seq.); and
    (ii) Interactive Data File is not required to be submitted to the 
Commission under paragraph (a) of this Instruction 7.
    (c) Not permitted to be submitted. Not permitted to be submitted to 
the Commission if the registrant prepares its financial statements in 
accordance with Article 6 of Regulation S-X (17 CFR 210.6-01 et seq.).
* * * * *

0
32. Amend Form 6-K (referenced in Sec.  249.306) by revising paragraph 
(5) and paragraph (6) 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. Only a registrant that prepares its 
financial statements in accordance with Article 6 of Regulation S-X (17 
CFR 210.6-01 et seq.) is permitted to participate in the voluntary XBRL 
(eXtensible Business Reporting Language) program and, as a result, may 
submit XBRL-Related Documents (Sec.  232.11 of this chapter). XBRL-
Related Documents submitted as an exhibit to a Form 6-K must be listed 
as exhibit 100. Rule 401 of Regulation S-T (Sec.  232.401 of this 
chapter) sets forth further details regarding eligibility to 
participate in the voluntary XBRL program.
    (6) Interactive Data File. An Interactive Data File (Sec.  232.11 
of this chapter) is:
    (a) Required to be submitted and posted. Required to be submitted 
to the Commission and posted on the registrant's corporate Web site, if 
any, in the manner provided by Rule 405 of Regulation S-T (Sec.  
232.405 of this chapter) and, as submitted, listed as exhibit 101, if 
the registrant does not prepare its financial statements in accordance 
with Article 6 of Regulation S-X (17 CFR 210.6-01 et seq.) and is 
described in paragraph (a)(i), (ii) or (iii) of this Instruction (6), 
except that an Interactive Data File: first is required for a periodic 
report on Form 10-Q (Sec.  249.308a of this chapter), Form 20-F (Sec.  
249.220f of this chapter) or Form 40-F (Sec.  249.240f of this 
chapter), as applicable; and is required for a Form 6-K (Sec.  249.306 
of this chapter) only when the Form 6-K contains either of the 
following: audited annual financial statements that are a revised 
version of financial statements that previously were filed with the 
Commission that have been revised pursuant to applicable accounting 
standards to reflect the effects of certain subsequent events, 
including a discontinued operation, a change in reportable segments or 
a change in accounting principle; or current interim financial 
statements included pursuant to the nine-month updating requirement of 
Item 8.A.5 of Form 20-F, and, in either such case, the Interactive Data 
File would be required only as to such revised financial statements 
current interim financial statements regardless whether the Form 6-K 
contains other financial statements:
    (i) A large accelerated filer (Sec.  240.12b-2 of this chapter) 
that had an aggregate worldwide market value of the voting and non-
voting common equity held by non-affiliates of more than $5 billion as

[[Page 6821]]

of the last business day of the second fiscal quarter of its most 
recently completed fiscal year that prepares its financial statements 
in accordance with generally accepted accounting principles as used in 
the United States and the filing contains financial statements of the 
registrant for a fiscal period that ends on or after June 15, 2009;
    (ii) A large accelerated filer not specified in paragraph (a)(i) of 
this Instruction (6) that prepares its financial statements in 
accordance with generally accepted accounting principles as used in the 
United States and the filing contains financial statements of the 
registrant for a fiscal period that ends on or after June 15, 2010; or
    (iii) A filer not specified in paragraph (a)(i) or (ii) of this 
Instruction (6) that prepares its financial statements in accordance 
with either generally accepted accounting principles as used in the 
United States or International Financial Reporting Standards as issued 
by the International Accounting Standards Board, and the filing 
contains financial statements of the registrant for a fiscal period 
that ends on or after June 15, 2011.
    (b) Permitted to be submitted. Permitted to be submitted to the 
Commission in the manner provided by Rule 405 of Regulation S-T (Sec.  
232.405 of this chapter) if the:
    (i) Registrant prepares its financial statements:
    (A) In accordance with either:
    (1) Generally accepted accounting principles as used in the United 
States; or
    (2) International Financial Reporting Standards as issued by the 
International Accounting Standards Board; and
    (B) Not in accordance with Article 6 of Regulation S-X (17 CFR 
210.6-01 et seq.); and
    (ii) Interactive Data File is not required to be submitted to the 
Commission under paragraph (a)(i) of this Instruction (6).
    (iii) Not permitted to be submitted. Not permitted to be submitted 
to the Commission if the registrant prepares its financial statements 
in accordance with Article 6 of Regulation S-X (17 CFR 210.6-01 et 
seq.).
* * * * *

0
33. Amend Sec.  249.322 by adding paragraph (c) to read as follows:


Sec.  249.322  Form 12b-25-Notification of late filing.

* * * * *
    (c) Interactive data submissions. This form shall not be used by 
electronic filers with respect to the submission or posting of an 
Interactive Data File (Sec.  232.11 of this chapter). Electronic filers 
unable to submit or post an Interactive Data File within the time 
period prescribed should comply with either Rule 201 or 202 of 
Regulation S-T (Sec.  232.201 and Sec.  232.202 of this chapter).

0
34. Amend Form 12b-25 (referenced in Sec.  249.322) by adding paragraph 
6 to the General Instructions to read as follows:

    Note: The text of Form 12b-25 does not and this amendment will 
not appear in the Code of Federal Regulations.

Form 12b-25

* * * * *

General Instructions

* * * * *
    6. Interactive data submissions. This form shall not be used by 
electronic filers with respect to the submission or posting of an 
Interactive Data File (Sec.  232.11 of this chapter). Electronic filers 
unable to submit or post an Interactive Data File within the time 
period prescribed should comply with either Rule 201 or 202 of 
Regulation S-T (Sec.  232.201 and Sec.  232.202 of this chapter).
* * * * *

    By the Commission.

    Dated: January 30, 2009.
Florence E. Harmon,
Deputy Secretary.
[FR Doc. E9-2334 Filed 2-9-09; 8:45 am]
BILLING CODE 8011-01-P