The final rule release requires companies to provide financial statement information in the eXtensible Business Reporting Language (XBRL), also referred to as interactive data, and is the result of an effort the SEC began years ago to make financial reports more useful to investors. A summary of the final rule and major changes from the proposed rules are as follows:
| SUMMARY OF FINAL RULES |
| Phase-In Period |
| Year 1 |
Year 2 |
Year 3 |
| Largest Accelerated Filers |
Remaining Large Accelerated Filers |
All Remaining Filers |
| Foreign and Domestic |
Foreign and Domestic |
Including Small Companies |
| File in US GAAP |
File in US GAAP |
Foreign Private Issuers |
| Public Float > $5 billion |
Effective fiscal periods ended June 15, 2010 |
File in US GAAP and IFRS |
| Effective fiscal periods ended June 15, 2009 |
|
Effective fiscal periods ended June 15, 2011 |
| Timing of Submission |
Interactive data is required as an exhibit provided to the SEC concurrently with the traditional EDGAR filings and posted to the corporate website the earlier of the end of the calendar day submitted or the required filing deadline
Initial Submission
Beginning with periodic report filed on 10-Q, Form 20F, Form 40F
Subsequent Required Filings
Include 10-K, transition reports, registration statements*, Form 8-K and Form 6-K containing financial statements
Exceptions 
- 30 day grace period - first time interactive data exhibit is submitted
- 30 day grace period - first time footnotes and schedules are tagged in detail
*Excluding IPOs and pre-priced registration statement filings
|
| Tagging Requirements |
Face Financial Statements
- Interactive data is required for all periods included in the filer's financial statements
- The disclosures in interactive data format would supplement, NOT replace or change traditional filings
|
Footnotes and Schedules
- In each filer's first year, footnotes and schedules are required to be tagged in block text only
- After year one, footnotes and schedules must be tagged in detail
|
Liability
- For first 24 months, deemed "furnished", not filed for purposes of specified liability provisions
- Issuer is protected from liability if the interactive data file failed to meet requirements despite good faith efforts and issuer corrected after becoming aware
- After 24 months, deemed "filed", not furnished, and assumes the liability of the traditional ASCII and HTML filings
|
| MAJOR CHANGES: FINAL RULES AS COMPARED TO PROPOSED RULES |
Modified Treatment of Liability
- For the first 24 months, deemed "furnished" not filed
- After the first 24 months, deemed "filed" not furnished
- Removed liability for the human readable version
|
Phase-In Schedule
- Filers phased in during year 1 will be required to submit an interactive data file for a periodic report on form 10-Q, Form 20-F or Form 40-F on or after June 15, 2009
- Filers that are phased in during years 2 and 3 will be treated in a similar manner
|
Registration Statement Requirements
- Excludes IPOs
- For registration statements, not required pre-pricing
- Only required any later time when financial statements are changed, rather than requiring interactive data with each filing
|
Additional Forms
- Registration statements on Forms F-9 and F-10 and periodic reports on Forms 40-F
- Reports on Forms 8-K and 6-K that contain revised or updated financial statements
|
Timing of Website Posting
- At the earlier of the end of the calendar day submitted or required deadline
- Interactive data required to be posted on issuers website for at least 12 months
|
Detailed Tagging of Narrative Disclosure
- Permitted but not required
|
|
Learn More
- December 18, 2008
SEC
SEC Approves Interactive Data for Financial Reporting by Public Companies, Mutual Funds
- May 14, 2008
SEC
SEC Proposes New Way for Investors to Get Financial Information on Companies
- March 27, 2008
RR Donnelley
RR Donnelley and EDGAR Online Launch TryXBRL.com
- September 25, 2007
RR Donnelley
RR Donnelley and EDGAR Online Are Top Solution Providers for SEC XBRL Filers
- September 25, 2007
SEC
SEC Chairman Cox Announces Landmark Progress in Providing Instant, User-Friendly Access to Financial Reporting Information for Investors
- July 17, 2007
RR Donnelley
RR Donnelley Works With Microsoft to Offer XBRL Solution to the Mutual Fund Industry
- September 25, 2006
SEC
SEC Announces $54M Investment in EDGAR system to support Interactive Data (XBRL)
- June 29, 2006
RR Donnelley
RR Donnelley and EDGAR Online Launch EZ Start Initiative to Drive Participation in SEC Voluntary XBRL Program
Women in Law Empowerment Forum
The Women in Law Empowerment Forum (WILEF) is an organization whose vision is to advocate for women in the legal profession.
| |
