
[Federal Register: February 10, 2009 (Volume 74, Number 26)]
[Rules and Regulations]
[Page 6775-6821]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr10fe09-12]


[[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


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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.

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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

[[Page 6779]]

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.
---------------------------------------------------------------------------

     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.).
---------------------------------------------------------------------------

     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\
---------------------------------------------------------------------------

    \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.
---------------------------------------------------------------------------

     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).
---------------------------------------------------------------------------

     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.
---------------------------------------------------------------------------

     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.
---------------------------------------------------------------------------

    \87\ Press Release No. 2006-158 (Sept. 25, 2006).
---------------------------------------------------------------------------

    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.
---------------------------------------------------------------------------

    \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.
---------------------------------------------------------------------------

    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.
---------------------------------------------------------------------------

    \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.
---------------------------------------------------------------------------

    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.
---------------------------------------------------------------------------

    \94\ Pursuant to the EDGAR Filer Manual, we will notify filers
of the ability to file in IFRS on our Web site.
---------------------------------------------------------------------------

    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.
---------------------------------------------------------------------------

    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.
---------------------------------------------------------------------------

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].
---------------------------------------------------------------------------

    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.
---------------------------------------------------------------------------

    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.
---------------------------------------------------------------------------

    \181\ See Rules 5-04 and 7-05 of Regulation S-X and Items 17 and
18 of Form 20-F.
---------------------------------------------------------------------------

    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.
---------------------------------------------------------------------------

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.
---------------------------------------------------------------------------

    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\
---------------------------------------------------------------------------

    \184\ See letter from CP.
---------------------------------------------------------------------------

    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).
---------------------------------------------------------------------------

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.
---------------------------------------------------------------------------

    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.
---------------------------------------------------------------------------

    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.
---------------------------------------------------------------------------

    \192\ See letter from UTC.
    \193\ See letter from EDGAROnline.
---------------------------------------------------------------------------

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
---------------------------------------------------------------------------

    \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.
---------------------------------------------------------------------------

     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.
---------------------------------------------------------------------------

    \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\
---------------------------------------------------------------------------

    \196\ See, e.g., letters from ACLI/AIA, AICPA, AllState,
Astoria, CNW Group (CNW), Comcast, Constellation, and EEI.
---------------------------------------------------------------------------

    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.
---------------------------------------------------------------------------

    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 \
---------------------------------------------------------------------------

    \201\ See, e.g., letters from AllState, EEI, SCS, and Southern.
    \202\ See, e.g., letters from CFA and EDGAR Online.
---------------------------------------------------------------------------

    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.
---------------------------------------------------------------------------

    \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.
---------------------------------------------------------------------------

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].
---------------------------------------------------------------------------

    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.
---------------------------------------------------------------------------

    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.
---------------------------------------------------------------------------

     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.
---------------------------------------------------------------------------

     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.
---------------------------------------------------------------------------

    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\
---------------------------------------------------------------------------

    \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.
---------------------------------------------------------------------------

     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;
---------------------------------------------------------------------------

    \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.].
---------------------------------------------------------------------------

     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.
---------------------------------------------------------------------------

    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.
---------------------------------------------------------------------------

    \236\ See, e.g., letters from ABA and IBM.
    \237\ See letter from CII.
---------------------------------------------------------------------------

    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.
---------------------------------------------------------------------------

    \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.
---------------------------------------------------------------------------

    \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).
---------------------------------------------------------------------------

    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.
---------------------------------------------------------------------------

    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.
---------------------------------------------------------------------------

    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.
---------------------------------------------------------------------------

    \250\ See letters from ABA, Intel, and SCS.
    \251\ See, e.g., letters from ABA and S&C.
---------------------------------------------------------------------------

    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.
---------------------------------------------------------------------------

    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.
---------------------------------------------------------------------------

    \256\ The EDGAR Filer Manual addresses test submissions
primarily at Section 6.6.5 of Volume II.
---------------------------------------------------------------------------

    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\
---------------------------------------------------------------------------

    \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.
---------------------------------------------------------------------------

     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.
---------------------------------------------------------------------------

    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.
---------------------------------------------------------------------------

    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\
---------------------------------------------------------------------------

    \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.
---------------------------------------------------------------------------

    \271\ See letters from AICPA, CAQ, Deloitte, E&Y, GT, and KPMG.
---------------------------------------------------------------------------

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\
---------------------------------------------------------------------------

    \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.

---------------------------------------------------------------------------

[[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\
---------------------------------------------------------------------------

    \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.
---------------------------------------------------------------------------

    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\
---------------------------------------------------------------------------

    \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\
---------------------------------------------------------------------------

    \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\
---------------------------------------------------------------------------

    \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
