[Federal Register Volume 83, Number 159 (Thursday, August 16, 2018)]
[Rules and Regulations]
[Pages 40846-40881]
[FR Doc No: 2018-14365]

Vol. 83

Thursday,

No. 159

August 16, 2018

Part II

Securities and Exchange Commission

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17 CFR Parts 229, 230, 232, et al.

Inline XBRL Filing of Tagged Data; Rules

Federal Register / Vol. 83 , No. 159 / Thursday, August 16, 2018 /
Rules and Regulations

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SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 229, 230, 232, 239, 249, 270, and 274

[Release Nos. 33-10514; 34-83551; IC-33139; File No. S7-03-17]
RIN 3235-AL59

Inline XBRL Filing of Tagged Data

AGENCY: Securities and Exchange Commission.

ACTION: Final rule.

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SUMMARY: We are adopting amendments to require the use of the Inline
eXtensible Business Reporting Language (``XBRL'') format for the
submission of operating company financial statement information and
fund risk/return summary information. We also are adopting the
elimination of the 15 business day XBRL filing period for fund risk/
return summaries. The amendments are intended to improve the data's
usefulness, timeliness, and quality, benefiting investors, other market
participants, and other data users and to decrease, over time, the cost
of preparing the data for submission to the Commission. The amendments
will also eliminate the requirement for operating companies and funds
to post ``Interactive Data Files'' (i.e., machine-readable computer
code that presents information in XBRL format) on their websites and
terminate the Commission's voluntary program for the submission of
financial statement information interactive data that is currently
available only to investment companies and certain other entities.

DATES:
    Effective date: These amendments are effective on September 17,
2018.
    Compliance dates: See Section III.A.1.c.

FOR FURTHER INFORMATION CONTACT: Mark W. Green, Senior Special Counsel,
Division of Corporation Finance, at<PHONE_NUMBER>; John Foley, Senior
Counsel, Division of Investment Management, at<PHONE_NUMBER>; Robert
M. Willis, Assistant Director, Office of Disclosure Technology, Anzhela
Knyazeva, Senior Financial Economist, or Hermine Wong, Special Counsel,
Division of Economic and Risk Analysis, at<PHONE_NUMBER>.

SUPPLEMENTARY INFORMATION: We are adopting amendments to:
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    \1\ 17 CFR 229.10 through 229.1208.
    \2\ 17 CFR 232.10 through 232.903.
    \3\ 15 U.S.C. 77a et seq.
    \4\ 15 U.S.C. 78a et seq.
    \5\ 15 U.S.C. 80a et seq.

------------------------------------------------------------------------
Commission reference                                  CFR citation (17
                                                       CFR)
------------------------------------------------------------------------
Regulation S-K \1\..............  Item 601..........  Sec.   229.601
Regulation S-T \2\..............  Rule 11...........  Sec.   232.11
                                  Rule 201..........  Sec.   232.201
                                  Rule 202..........  Sec.   232.202
                                  Rule 305..........  Sec.   232.305
                                  Rule 401..........  Sec.   232.401
                                  Rule 402..........  Sec.   232.402
                                  Rule 405..........  Sec.   232.405
Securities Act of 1933            Rule 144..........  Sec.   230.144
 (Securities Act) \3\.
                                  Rule 485..........  Sec.   230.485
                                  Rule 497..........  Sec.   230.497
                                  Form S-3..........  Sec.   239.13
                                  Form S-8..........  Sec.   239.16b
                                  Form F-3..........  Sec.   239.33
                                  Form F-10.........  Sec.   239.40
Securities Exchange Act of 1934   Rule 13a-14.......  Sec.   240.13a-14
 (Exchange Act) \4\.
                                  Rule 15d-14.......  Sec.   240.15d-14
                                  Form 10-Q.........  Sec.   249.308a
                                  Form 10-K.........  Sec.   249.310
                                  Form 20-F.........  Sec.   249.220f
                                  Form 40-F.........  Sec.   249.240f
                                  Form 6-K..........  Sec.   249.306
Investment Company Act of 1940    Rule 8b-1.........  Sec.   270.8b-1
 (Investment Company Act) \5\.
                                  Rule 8b-2.........  Sec.   270.8b-2
                                  Rule 8b-33........  Sec.   270.8b-33
                                  Rule 30a-2........  Sec.   270.30a-2
Securities Act and Investment     Form N-1A.........  Sec.   239.15A and
 Company Act.                                          274.11A
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I. Introduction
II. Background and Economic Baseline
    A. Overview of Existing XBRL Requirements for Operating
Companies and Funds
    B. Current XBRL Practices and Affected Parties
    1. XBRL Preparation
    2. Voluntary Use of Inline XBRL by Operating Companies Under the
Exemptive Order
    3. XBRL Data Use
III. Final Amendments and Anticipated Economic Effects
    A. Discussion of the Final Amendments
    1. Inline XBRL Requirements
    2. Elimination of the Website Posting Requirements
    3. Termination of the 2005 XBRL Voluntary Program
    4. Technical Amendments
    B. Potential Economic Effects of the Amendments
    1. Inline XBRL Requirements
    2. Elimination of the Website Posting Requirements for Financial
Statement Information and Risk/Return Summaries
    3. Termination of the 2005 XBRL Voluntary Program
    4. Alternatives
IV. Other Matters
V. Paperwork Reduction Act
    A. Background
    B. Summary of Comment Letters and Revisions to Proposals
    C. Reporting and Cost Burden Estimates
    1. Registration Statement and Periodic Reporting
    2. Regulation S-K and Regulation S-T
VI. Final Regulatory Flexibility Act Analysis
    A. Need for, and Objectives of, the Final Amendments
    B. Significant Issues Raised by Public Comments
    C. Small Entities Subject to the Amendments
    D. Projected Reporting, Recordkeeping and Other Compliance
Requirements
    E. Agency Action To Minimize Effect on Small Entities
VII. Statutory Basis
Text of the Final Rule and Form Amendments

I. Introduction

    In 2009 the Commission adopted rules requiring operating companies
\6\ to provide the information from the financial statements
accompanying their registration statements and periodic and current
reports in machine-readable format using XBRL by submitting it to the
Commission in exhibits to such registration statements and reports and
posting it on their websites, if any.\7\ That same year, the Commission
similarly required open-end management investment companies (including
exchange-traded funds (``ETFs'') organized as open-end management
investment companies) (``funds'') to provide risk/return summary
information from their prospectuses in XBRL format by submitting it to
the Commission in exhibits and posting it on their websites, if any.\8\
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    \6\ For purposes of both the existing XBRL requirements for
financial statement information and these amendments, operating
companies are filers subject to the financial statement information
XBRL requirements of Item 601(b)(101) of Regulation S-K and Forms F-
10, 20-F, 40-F and 6-K. Operating companies do not include any
investment company that is registered under the Investment Company
Act, any business development company (``BDC''), as defined in
Section 2(a)(48) of that Act [15 U.S.C. 80a-2(a)(48)], or 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 through 210.6-10], as well as asset-backed issuers. See
Release No. 33-9002 (Jan. 30, 2009) [74 FR 6776] (``2009 Financial
Statement Information Adopting Release'') as corrected by Release
No. 33-9002A (Apr. 1, 2009) [74 FR 15666], at 6780-1, nn. 69 and 78
and accompanying text.
    \7\ 17 CFR 232.405. See also 2009 Financial Statement
Information Adopting Release.
    \8\ See Release No. 33-9006 (Feb. 11, 2009) [74 FR 7747] (``2009
Risk/Return Summary Adopting Release'') as corrected by Release No.
33-9006A (May 1, 2009) [74 FR 21255]. The risk/return summary is set
forth in Items 2, 3, and 4 of Form N-1A under the Securities Act and
the Investment Company Act.
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    XBRL requirements currently apply to operating companies that
prepare their financial statements in accordance with U.S. generally
accepted accounting principles (``U.S. GAAP'') or in accordance with
International Financial Reporting Standards (``IFRS'') as issued by the
International Accounting Standards Board (``IASB'').\9\ XBRL
requirements also apply to funds pursuant to Form N-1A and related
rules under Regulation S-T.\10\ Operating companies and funds subject
to these XBRL requirements must submit an Interactive Data File,\11\
including information tagged in XBRL, as an exhibit to the Related
Official Filing, which is filed in the traditional HyperText Markup
Language (``HTML'') or, less commonly, American Standard Code for
Information Interchange (``ASCII'') format.\12\
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    \9\ As used in this release, the phrase ``IFRS as issued by the
IASB'' refers to the authoritative text of IFRS.
    \10\ See General Instruction C.3.(g) to Form N-1A; Rule 405 of
Regulation S-T.
    \11\ 17 CFR 232.11; 17 CFR 232.405. The term ``Interactive Data
File'' means the machine-readable computer code that presents
information in XBRL electronic format pursuant to Rule 405 of
Regulation S-T. The Interactive Data File currently consists of an
instance document and other documents as described in the Electronic
Data Gathering, Analysis, and Retrieval system (EDGAR) Filer Manual.
The instance document contains the XBRL tags for the information
contained in the corresponding data in the Related Official Filing
to satisfy the content and format requirements in Rule 405. The
other documents in the Interactive Data File contain contextual
information about the XBRL tags.
    \12\ 17 CFR 232.11. 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 or, in the case of Form
N-1A, the ASCII or HTML format part of the official filing that
contains the information to which an Interactive Data File
corresponds.
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    The 2009 requirements were intended to make financial information
and fund risk/return summaries easier for investors to analyze and to
assist in automating regulatory filings and business information
processing.\13\ Since that time, however, some observers have expressed
concerns regarding the quality of, extent of use of, and cost to create
XBRL data.\14\ In addition, the Commission staff has identified common
data quality issues associated with financial statement information
XBRL data filed by operating companies.\15\
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    \13\ See 2009 Financial Statement Information Adopting Release,
at 6776; 2009 Risk/Return Summary Adopting Release, at 7748.
    \14\ See Release No. 33-10323 (Mar. 1, 2017) [82 FR 21487]
(``Inline XBRL Proposing Release''), at 14283, nn. 29-30, at 14286,
n. 70, at 14287, n. 78, and accompanying text.
    \15\ See, e.g., Staff Observations of Custom Axis Tags (Mar. 29,
2016), https://www.sec.gov/structureddata/reportspubs/osd_assessment_custom-axis-tags.html (retrieved Jun. 20, 2018);
Staff Observations of Custom Tag Rates (July 7, 2014), https://www.sec.gov/dera/reportspubs/assessment-custom-tag-rates-xbrl.html
(retrieved Jun. 20, 2018); Staff Observations from the Review of
Interactive Data Financial Statements (Dec. 13, 2011), https://www.sec.gov/spotlight/xbrl/staff-review-observations-121311.shtml
(retrieved Jun. 20, 2018).
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    At the same time, since the adoption of the original XBRL
requirements in 2009, other observers have disagreed with the claim
that the XBRL requirements impose high costs and emphasized the
decrease in costs over time as filers and filing agents have gained
experience and widely adopted the XBRL technology.\16\ Other observers
have discussed the improvement in XBRL data quality over time and
examined the benefits of XBRL data.\17\ The same observers have
associated XBRL data with better availability of information about
smaller operating companies from an access to capital standpoint.\18\
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    \16\ See Inline XBRL Proposing Release, at 14286.
    \17\ See Inline XBRL Proposing Release, at 14286 and at 14287,
n. 81.
    \18\ Id.
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    We have reviewed and considered all of the comments that we
received on the Inline XBRL Proposing Release.\19\ The final amendments
reflect changes made in response to those comments. We are adopting the
Inline XBRL requirements for operating companies and funds
substantially as proposed, with modifications to address input from
commenters. We are also eliminating the XBRL website posting
requirements for operating companies and funds and eliminating the
Commission's interactive data voluntary program (``2005 XBRL Voluntary
Program''),\20\ as

proposed. The discussion below begins with a background description of
the existing XBRL requirements and current XBRL practices. The
discussion of the amendments is found in Section III.A.
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    \19\ See letters from Advanced Computer Innovations, Inc. (Mar.
1, 2017) (``ACI''); Association of International Certified
Professional Accountants (May 16, 2017) (``AICPA''); Biotechnology
Innovation Organization (May 16, 2017) (``BIO''); CFA Institute
(Jun. 12, 2017) (``CFA Institute''); Cigna Corporation (May 16,
2017) (``Cigna''); Data Coalition (May 16, 2017) (``Data
Coalition''); Deloitte & Touche LLP (May 5, 2017) (``Deloitte'') ;
Ernst & Young LLP (May 16, 2017) (``EY''); Federated Investors (May
16, 2017) (``Federated I''); Federated Investors (Jun. 1, 2018)
(``Federated II''); Financial Executives International (May 16,
2017) (``FEI''); Jack Frei (Mar. 13, 2017) (``Frei''); Gartner, Inc.
(May 10, 2017) (``Gartner''); Grant Thornton LLP (May 16, 2017)
(``Grant Thornton''); Hindssight 2020, llc (May 15, 2017)
(``Hindssight''); Charles S. Hoffman (May 14, 2017) (``Hoffman'');
Investment Company Institute (May 16, 2017) (``ICI I''); Investment
Company Institute (Jun. 1, 2018) (``ICI II''); IRIS Business
Services Limited (Mar. 27, 2017) (``IRIS''); Hemant Khatod (Mar. 27,
2017) (``Khatod 1''); Hemant Khatod (Mar. 27, 2017) (``Khatod 2'');
Suresh Kumar (Mar. 21, 2017) (``Kumar''); Paul Lewis (Mar. 10, 2017)
(``Lewis''); Reps. Randy Hultgren, Carolyn Maloney, and Darrell
Issa, Members of Congress (Apr. 27, 2017) (``Members of Congress'');
Merrill Corporation (May 16, 2017) (``Merrill''); Morningstar, Inc.
(May 16, 2017) (``Morningstar''); Octachoron Limited (May 15, 2017)
(``Octachoron''); Bill Palmer (May 12, 2017) (``Palmer''); Laurie A.
Pergamit (May 2, 2017) (``Pergamit''); Somnath Ray (May 17, 2017)
(``Ray''); Daniel C. Sweeney (Mar. 27, 2017) (``Sweeney''); TagniFi
(Apr. 19, 2017) (``TagniFi''); U.S. Bancorp Fund Services, LLC (May
16, 2017) (``USBFS''); Workiva Inc. (May 23, 2017) (``Workiva I'');
Workiva Inc. (Mar. 6, 2018) (``Workiva II''); XBRL International
(May 16, 2017) (``XBRL International''); XBRL US (May 16, 2017)
(``XBRL US'').
    \20\ See Rule 401 of Regulation S-T. In 2005, the Commission
began to allow registrants to voluntarily submit financial
information in XBRL form as exhibits to periodic reports and
Investment Company Act filings. See Release No. 33-8529 (Feb. 3,
2005) [70 FR 6556]. In 2007, the voluntary program was expanded to
permit risk/return summary submissions. See Release No. 33-8823
(Jul. 11, 2007) [72 FR 39289]. As a result of rule amendments
adopted by the Commission in 2009, the 2005 XBRL Voluntary Program
is now only open for participation by investment companies and other
entities that prepare their financial statements in accordance with
Article 6 of Regulation S-X. See 2009 Financial Statement
Information Adopting Release and 2009 Risk/Return Summary Adopting
Release.
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    We believe that the use of Inline XBRL may reduce the time and
effort associated with preparing XBRL filings, simplify the review
process for filers, and improve the quality and usability of XBRL data
for investors, market participants, and other data users. The
Commission will continue to monitor industry practices and market
developments in disclosure technologies. Should future developments
suggest that a more efficient or less costly reporting standard would
provide at least substantively similar benefits as Inline XBRL, we
would evaluate whether changes to our reporting format are appropriate,
including, without limitation, designating another reporting standard
as an alternative to Inline XBRL for some or all aspects of the rule.

II. Background and Economic Baseline

A. Overview of Existing XBRL Requirements for Operating Companies and
Funds

    The XBRL requirements for the required information are located in
the Interactive Data File provisions of Regulation S-K; \21\ Forms F-
10,\22\ 20-F,\23\ 40-F,\24\ 6-K,\25\ and N-1A; \26\ Rule 405 of
Regulation S-T; and the EDGAR Filer Manual.\27\
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    \21\ See Item 601(b)(101) of Regulation S-K [17 CFR
229.601(b)(101)].
    \22\ See Paragraph (101) of Part II--Information Not Required to
be Delivered to Offerees or Purchasers of Form F-10.
    \23\ See Paragraph 101 of the Instructions as to Exhibits of
Form 20-F.
    \24\ See Paragraph B.(15) of the General Instructions to Form
40-F.
    \25\ See Paragraph C.(6) of the General Instructions to Form 6-
K.
    \26\ See General Instruction C.3.(g) to Form N-1A.
    \27\ The EDGAR Filer Manual sets forth the technical formatting
requirements for the presentation and submission of electronic
filings through the EDGAR system. EDGAR performs automated
collection, validation, indexing, acceptance, and forwarding of
submissions by companies and others who are required to file forms
with the Commission. See https://www.sec.gov/edgar/aboutedgar.htm
(retrieved Jun. 20, 2018).
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    Operating companies are required to submit financial statements and
any applicable financial statement schedules in XBRL as exhibits to
certain Exchange Act reports and Securities Act registration
statements.\28\ In general, operating companies that prepare their
financial statements in accordance with U.S. GAAP or in accordance with
IFRS as issued by the IASB must submit their financial statements to
the Commission in XBRL. Filers that are required to provide information
in XBRL must use the taxonomies specified on the Commission's
website.\29\
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    \28\ Financial statements in XBRL are required as exhibits to
Exchange Act reports on Forms 10-Q, 10-K, 20-F, 40-F, and, in some
cases, 8-K and 6-K. Financial statements in XBRL also are required
as exhibits to Securities Act registration statements that contain
financial statements, such as Form S-1 (except registration
statements filed in connection with an initial public offering).
Securities Act registration statements that do not contain financial
statements, such as a Form S-3 or other form filed by an issuer that
incorporates by reference all required financial statement
information from its periodic reports, and Exchange Act registration
statements are not required to include Interactive Data Files. See
2009 Financial Statement Information Adopting Release.
    \29\ See Rule 405(c)(1) of Regulation S-T.
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    Funds are required to submit risk/return summary information in
XBRL as exhibits to registration statements and to prospectuses with
risk/return summary information that varies from the registration
statement.\30\
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    \30\ See General Instruction C.3.(g) to Form N-1A.
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    An operating company generally must submit the Interactive Data
File as an exhibit to the relevant Related Official Filing.\31\ Funds
are required to submit the Interactive Data File within 15 business
days of (1) the effective date of the registration statement or post-
effective amendment that contains the related information,\32\ or (2)
the filing of a form of prospectus made pursuant to paragraph (c) or
(e) of Rule 497.\33\ Operating companies and funds may delay submission
and posting to the extent provided under a hardship exemption.\34\
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    \31\ See Rule 405(a) of Regulation S-T.
    \32\ See General Instruction C.3.(g)(i), (iv) to Form N-1A.
    \33\ See General Instruction C.3.(g)(ii), (iv) to Form N-1A.
    \34\ An operating company may delay the submission and posting
of the Interactive Data File to the extent provided under a
temporary or a continuing hardship exemption. See Rules 201 and 202
of Regulation S-T. A fund filer may delay the submission and posting
of the Interactive Data File to the extent provided under a
continuing hardship exemption. See Rule 202 of Regulation S-T.
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    When filers submit XBRL exhibits during EDGAR filing, the XBRL
exhibits are validated for compliance with certain EDGAR Filer Manual
technical requirements before the attachments are accepted. During
EDGAR filing, EDGAR validates XBRL documents that make up an
Interactive Data File, producing error and warning messages when issues
with the XBRL data are identified. EDGAR also ``renders''--creates a
human-readable version of--XBRL data that can be viewed on the EDGAR
website. EDGAR users can view a rendered version of the tagged
information submitted in the XBRL exhibit by clicking on the
``Interactive Data'' button next to the relevant filing on EDGAR.
    For both operating companies and funds, the Interactive Data File
submitted to the Commission also must be posted on the filer's website,
if any, on the earlier of the calendar day that the filer submitted or
was required to submit it.\35\ Operating companies must keep the
Interactive Data File posted for at least 12 months.\36\ Funds must
keep the Interactive Data File posted until the registration statement
or post-effective amendment to which the Interactive Data File relates
is no longer current.\37\
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    \35\ See Rule 405(g).
    \36\ Id.
    \37\ See Rule 405(g) and General Instruction C.3.(g)(iii) to
Form N-1A.
    If a fund does not submit or post interactive data as required,
its ability to file post-effective amendments to its registration
statement under Rule 485(b) under the Securities Act is
automatically suspended until it submits and posts the interactive
data as required. See Rule 485(c) under the Securities Act. The
Interactive Data File also must be submitted in such a manner that
will permit the information for each series and, for any information
that does not relate to all of the classes in a filing, each class
of the fund to be separately identified. See General Instruction
C.3.(g)(iv) to Form N-1A.
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    Currently, the requirement for operating companies to submit and
post financial statement information in XBRL applies through the
exhibit requirements of Item 601(b)(101) of Regulation S-K \38\ and
Forms F-10,\39\ 20-F,\40\ 40-F,\41\ and 6-K.\42\ Similar requirements
for funds to submit and post risk/return summary information in XBRL
apply through the exhibit requirements of Form N-1A \43\ and Rule
497.\44\ These exhibit requirements specify when information in the
Related Official Filing triggers the requirement to submit and post an
Interactive Data File in the manner provided by Rule 405 of Regulation
S-T.\45\ Rule 405 sets forth the basic content, format, submission, and
posting requirements for the Interactive Data File, such as the
requirement to submit the Interactive Data File as an exhibit to the
Related Official Filing.\46\ Rule 405 also requires

that an Interactive Data File be submitted in accordance with the EDGAR
Filer Manual.\47\ The EDGAR Filer Manual contains additional formatting
and submission requirements for the Interactive Data File.
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    \38\ The exhibit requirements of Item 601(b)(101) relate to
Forms S-1, S-3, S-4, S-11, F-1, F-3, F-4, 8-K, 10-Q, and 10-K.
    \39\ See Paragraph (101) of Part II (Information Not Required to
be Delivered to Offerees or Purchasers) of Form F-10.
    \40\ See Paragraph 101 of the Instructions as to Exhibits of
Form 20-F.
    \41\ See Paragraph B.(15) of the General Instructions to Form
40-F.
    \42\ See Paragraph C.(6) of the General Instructions to Form 6-
K.
    \43\ See General Instruction C.3.(g) to Form N-1A.
    \44\ See Rule 497(c), (e).
    \45\ The exhibit provisions that specify when an Interactive
Data File is required for financial information also specify when it
is optional and when it is prohibited.
    \46\ See Rule 405(a)(2) for the exhibit requirement.
    \47\ See Rule 405(a)(3).
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    On June 13, 2016, the Commission issued an exemptive order under
the Exchange Act to permit operating companies that comply with certain
conditions listed in the order to file structured financial statement
data required in their periodic and current reports using Inline XBRL
through March 2020, in lieu of filing all their XBRL data in a separate
exhibit.\48\
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    \48\ See Order Granting Limited and Conditional Exemption under
Section 36(a) of the Securities Exchange Act of 1934 from Compliance
with Interactive Data File Exhibit Requirement in Forms 6-K, 8-K,
10-Q, 10-K, 20-F, and 40-F to Facilitate Inline Filing of Tagged
Financial Data, Release No. 34-78041 (Jun. 13, 2016) [81 FR 39741]
(``Exemptive Order'').
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B. Current XBRL Practices and Affected Parties

1. XBRL Preparation
    There were approximately 8,315 filers of annual and quarterly
reports (Forms 10-K, 10-Q, 20-F, and 40-F), including amendments,
during calendar year 2017.\49\ As of December 2017, there were
approximately 11,181 funds registered on Form N-1A.\50\ Filers may
prepare their Interactive Data to comply with existing XBRL
requirements in-house or use an outside service provider.\51\ Tagging
required disclosures in XBRL may involve either a standalone or
integrated approach.\52\
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    \49\ The figures are based on staff analysis of EDGAR filings.
Filers were identified based on Central Index Key (``CIK'') codes.
Some filers, including investment companies, asset-backed issuers,
and filers who have received a hardship exemption, are not subject
to financial statement information interactive data requirements.
Interactive data requirements for operating companies also pertain
to certain Securities Act registration statements, as well as
certain filings on Forms 8-K and 6-K containing specified financial
statements.
    \50\ The figures are based on data obtained from ICI as of
December 31, 2017, available at http://www.ici.org/research/stats,
and staff analysis of EDGAR filings. This count includes 9,360
mutual funds and 1,821 ETFs registered as open-end investment
companies. The estimate of ETFs is reduced to exclude approximately
eight ETFs registered as unit investment trusts (``UITs''). UITs and
closed-end funds are not subject to the proposed amendments and are
therefore excluded from this estimate.
    \51\ See Inline XBRL Proposing Release, at 14285. See also
William Sinnett, SEC reporting and the impact of XBRL: 2013 survey,
Financial Executives Research Foundation (Nov. 15, 2013) (``FERF
Study''), at 15.
    \52\ See Inline XBRL Proposing Release, at 14285. With a
standalone approach, filers or filing agents create an XBRL exhibit
by copying the information from the filing document and tagging it
in XBRL, which requires them to expend incremental resources to
create and tag a copy of the data and verify the consistency of
tagged data across documents. With an integrated approach, XBRL
tagging of required disclosures is a part of a broader disclosure
management process, and integrated disclosure management software is
used to generate both the HTML filing and the XBRL exhibit.
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    In 2009 the Commission estimated the expected direct cost of
compliance with XBRL requirements by operating companies.\53\ After the
adoption of the 2009 rules, several pre-proposal commenters and studies
provided estimates of the cost of compliance with financial statement
information XBRL requirements.\54\ According to a 2013 survey, the
median operating company filer required 25 hours for the preparation
and 15 hours for the review of XBRL and between $8,000 and $10,000 for
the services of outside professionals for its most recent annual
filing.\55\ According to another survey, the median small filer paid
$10,000 or less on an annual basis for fully outsourced creation and
filing of its XBRL exhibits.\56\ Preliminary statistics from a pricing
survey being conducted by the AICPA and XBRL US indicate that the cost
of XBRL formatting has declined 41% since 2014 and that the average
cost of XBRL preparation for small reporting companies in 2017 averaged
$5,850 per year.\57\ The 2009 Risk/Return Summary Adopting Release
estimated the expected direct cost of compliance with the fund risk/
return summary XBRL requirements.\58\
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    \53\ See 2009 Financial Statement Information Adopting Release,
at 6804 (estimating direct costs of preparing and submitting
interactive data-formatted financial statements, excluding the cost
of website posting, at $39,510-$81,220 ($12,450-$20,340) for the
first submission (each subsequent submission) with block-text
footnotes and schedules and $29,700-$59,150 ($20,075-$36,940) for
the first submission (each subsequent submission) with detailed
tagging of footnotes and schedules, and the cost of website posting
at $1,000 per year).
    \54\ See Inline XBRL Proposing Release, at 14285-6, n. 69.
    \55\ See FERF Study, at 18-19.
    \56\ See Research shows XBRL filing costs are lower than
expected, AICPA, https://www.aicpa.org/InterestAreas/FRC/AccountingFinancialReporting/XBRL/DownloadableDocuments/XBRL%20Costs%20for%20Small%20Companies.pdf (retrieved Jun. 20, 2018)
(``AICPA Study''); Mohini Singh (2017) The Cost of Structured Data:
Myth vs. Reality, CFA Institute, https://www.cfapubs.org/doi/pdf/10.2469/ccb.v2017.n5.1 (retrieved Jun. 20, 2018).
    \57\ See https://xbrl.us/wp-content/uploads/2018/06/XBRL-US-Letter-to-HFSC-RE-HR-5054-6-6-2018.pdf (retrieved Jun. 20, 2018).
    \58\ See 2009 Risk/Return Summary Adopting Release, at 7769
(estimating direct costs of preparing and submitting interactive
data-formatted risk/return summary information, excluding the cost
of website posting, at $23,200 for the first submission ($3,100 for
each subsequent submission) and the cost of website posting at
$250).
     One commenter stated that it uses a third-party vendor for XBRL
preparation and estimated the average time the commenter expends to
review the approximately 336 risk/return summary XBRL filings per
year produced for its funds at approximately 12 hours per month,
with a peak of 32 hours per month. See letter from Federated II.
This amounts to an average review time of approximately 0.43 hours
per filing (12 hours per month x 12 months/336 filings per year).
The cost of outside services for XBRL preparation, which are
incurred in addition to the review time, is not stated in this
letter.
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2. Voluntary Use of Inline XBRL by Operating Companies Under the
Exemptive Order
    A small but growing number of operating company filers have relied
on the Exemptive Order to voluntarily file in Inline XBRL.\59\ Large
accelerated, accelerated, and nonaccelerated filers and smaller
reporting companies were well represented, with large accelerated
filers representing a larger proportion of voluntary operating company
filers than their proportionate share of all operating company
filers.\60\
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    \59\ Based on staff analysis of Inline XBRL filings, as of May
21, 2018, approximately 152 unique operating company filers filed
approximately 526 Inline XBRL filings. The number of filers that
have voluntarily filed in Inline XBRL so far is modest relative to
the overall number of filers (approximately 1.8%).
    \60\ As of May 21, 2018, staff analysis of voluntary Inline XBRL
filings showed that large accelerated filers accounted for
approximately 38% and accelerated filers approximately 18% of such
filings. By comparison, based on staff analysis of Forms 10-K, 10-Q,
20-F, and 40-F filings and amendments to them filed during calendar
year 2017, large accelerated filers accounted for approximately 26%
and accelerated filers for approximately 19% of such filings.
---------------------------------------------------------------------------

    Filers that have filed in Inline XBRL under the Exemptive Order
used XBRL preparation software or filing agents that already can
accommodate Inline XBRL. Based on filing software information, where
available in the filing, voluntary Inline XBRL filers used seven
different vendors.\61\ In conjunction with the Exemptive Order, the
Commission also made the open source Inline Viewer available to the
public so that filers could test and view their submissions before
EDGAR filing and the public could easily view the Inline XBRL document
within the context of a web browser.
---------------------------------------------------------------------------

    \61\ This estimate is based on filings information as of May 21,
2018.
---------------------------------------------------------------------------

    One commenter--whose vendor members are estimated by the commenter
to ``provide XBRL creation services for an estimated 80% of U.S. public
companies that file in XBRL to the SEC each quarter''--stated that
``[m]any vendors today already have Inline XBRL capabilities or have
development underway'' to incorporate this capability into their
tools.\62\
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    \62\ See letter from XBRL US. See also letters from Workiva I,
IRIS, and ACI.
     Vendors identified as having been used in voluntary Inline XBRL
filings and other software vendors and filing agents that reference
Inline XBRL capabilities on their websites, and in other public
sources, accounted for approximately 87% of financial statement XBRL
filings filed during 2017 for which preparation software could be
identified. Preparation software could not be identified for
approximately 3% of financial statement XBRL filings.

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

    Based on our understanding of the experience of voluntary Inline
XBRL filers and the input from commenters whose XBRL solutions were
used in voluntary Inline XBRL filings, filers have not incurred
increases in the cost of XBRL software.\63\ We recognize, however, that
filers that voluntarily elected to file in Inline XBRL under the
Exemptive Order may not be representative of all filers affected by the
amendments. For example, most voluntary filers already used integrated
XBRL preparation software. Thus, their transition to Inline XBRL likely
entailed minimal changes to XBRL preparation workflow, with the
resulting minor impact on both the cost of XBRL preparation and XBRL
data quality.
---------------------------------------------------------------------------

    \63\ See, e.g., letters from Workiva I and ACI. Both of these
commenters were vendors whose XBRL preparation solutions were used
by voluntary Inline XBRL filers.
---------------------------------------------------------------------------

    With regard to data quality of voluntary Inline XBRL filings by
operating companies under the Exemptive Order, Commission staff
reviewed a random sample of 25 Form 10-Q and Form 10-K Inline XBRL
filings submitted pursuant to the Exemptive Order as of November 1,
2017 \64\ to determine whether Inline XBRL had any effect on a
particular issue of data quality: Negative values.\65\ For each of the
25 filings, Commission staff reviewed the Inline XBRL filing and the
latest filing prior to the Inline XBRL filing to determine if amounts
were inappropriately entered as negative values in either of the
filings. Commission staff observed one Inline XBRL filing with an
inappropriate negative value for a footnote disclosure; the same
disclosure in the latest filing prior to the Inline XBRL filing did not
have an inappropriate negative value. After the initial Inline XBRL
filing, that filer submitted a subsequent Inline XBRL filing and
corrected the error.
---------------------------------------------------------------------------

    \64\ The examined subset of filings was randomly drawn from 252
Inline XBRL filings submitted as of November 1, 2017.
    \65\ Most XBRL numeric elements are designed to be entered as
positive values. Even if the XBRL element is related to a credit
balance, the element should still be submitted as a positive number
because debit and credit balances represent presentation attributes
for the HTML document, not the underlying meaning of the XBRL
element.
---------------------------------------------------------------------------

    One commenter stated that XBRL data quality has not improved
significantly, based on errors in XBRL data identified during the
commenter's review of early voluntary Inline XBRL filings pursuant to
the Exemptive Order.\66\ However, the example provided by the commenter
of an Inline XBRL tagging error was not an error in the Inline XBRL
document, but rather a presentation discrepancy when the Inline XBRL
document was run through the EDGAR Renderer, which is designed for XBRL
format documents and not Inline XBRL format documents. In part of the
example provided, the Inline XBRL document had a dimensional axis that
does not present in the EDGAR rendered view.
---------------------------------------------------------------------------

    \66\ See letter from TagniFi.
---------------------------------------------------------------------------

    Nevertheless, these observations suggest that some XBRL data
quality issues may remain for a minority of filers. The relatively
small number of voluntary Inline XBRL filings to date makes it
difficult to draw definitive conclusions about the extent to which
Inline XBRL may improve data quality going forward. Moreover, we are
not able to observe whether the reviewed voluntary filings were
prepared with the use of the Inline XBRL Viewer tool, which can
facilitate detection of certain types of errors, such as negative
values and scaling errors. In addition, the experience of a small
number of voluntary filers may not be representative of all filers
subject to the amendments.
    Since the implementation of the voluntary Inline XBRL program, we
have observed that, not only is the public using the Inline XBRL data,
but some data users have also made enhancements to the Commission's
open source Inline XBRL Viewer. These enhancements, such as creating
instantly human-readable time series charting, may help to make the
XBRL data even more useful. For example, using these enhancements, a
user can hover over the revenues element of a filing and instantly view
the latest two years of reported revenues for that filer, or hover over
a narrative element and instantly view the latest two years of text
reported for that element by that filer.
3. XBRL Data Use
    There is a wide range of XBRL data users, including investors,
financial analysts, economic research firms, data aggregators, academic
researchers, filers seeking information on their peers for benchmarking
purposes, and Commission staff.
    During the second quarter of 2017, individual financial statement
information XBRL exhibits were accessed on the EDGAR website
approximately 53.1 million times (including approximately 13.7 million
unique filing views by approximately 149,000 unique IP addresses) and
individual risk/return summary XBRL exhibits were accessed
approximately 6.8 million times (including approximately 839,000 unique
filing views by approximately 8,000 unique IP addresses).\67\ This is
the approximate equivalent of 287 exhibit views and 74 unique filing
views for each filing with financial statement information XBRL data
and 224 exhibit views and 28 unique filing views for each filing with
risk/return summary XBRL data during the examined quarter.
---------------------------------------------------------------------------

    \67\ The figures are based on staff analysis of EDGAR log file
data for the second quarter of 2017. The analysis examined access
during the second quarter of 2017 to all financial statement
information XBRL exhibits filed with annual and current reports and
amendments to them and all risk/return summary XBRL exhibits filed
with amendments to registration statements and forms of prospectuses
since inception of the XBRL requirements. The analysis did not
exclude access by ``bots'' because machine-readable XBRL data is
designed to enable automated aggregation and processing. Due to data
availability, these statistics do not capture access to XBRL data
through the Public Dissemination Service or the use of the data,
tools, and products made available by third-party data aggregators,
incorporating XBRL data to varying degrees, which likely account for
the largest share of market participants' access to such data. These
statistics also do not capture access to DERA XBRL datasets, which
is discussed separately. The data definitions used to identify XBRL
exhibits excluded access to XBRL data as part of a complete
submission file or as part of an Inline XBRL document (for filings
pursuant to the Exemptive Order).
    Applying the same methodology, individual XBRL files of
nonaccelerated filers and smaller reporting companies were accessed
on the EDGAR website approximately 23.3 million times (including
approximately 6.2 million unique filing views by approximately
46,000 unique IP addresses). This is the approximate equivalent of
239 exhibit views (64 unique filing views) per filing. Filer status
was obtained from the XBRL portion of the respective filing.
Applying the same methodology, individual XBRL files of
biotechnology companies were accessed on the EDGAR website
approximately 4.9 million times (including approximately 1.3 million
unique filing views by approximately 24,000 unique IP addresses).
This is the approximate equivalent of 288 exhibit views (78 unique
filing views) per filing. Companies were classified as being in the
biotechnology sector based on primary Standard Industry
Classification (``SIC'') codes (obtained from the XBRL portion of
the respective filing) that correspond to industry groups for
pharmaceutical products and medical equipment in the Fama and French
49 industry classification (http://mba.tuck.dartmouth.edu/pages/faculty/ken.french/Data_Library/det_49_ind_port.html, retrieved Jun.
20, 2018).
---------------------------------------------------------------------------

    The Commission also combines, organizes and posts for bulk download
financial statement information and risk/return summary XBRL data
extracted from filings.\68\ As of June 16,

2018, in the approximately eight months since the Commission began
posting risk/return summary datasets, financial statement data sets had
approximately 55,327 page views (including approximately 33,130 unique
page views); financial statement and notes data sets had approximately
232,398 page views (including 194,623 unique page views), and risk/
return summary data sets had approximately 2,089 page views (including
approximately 1,791 unique page views).\69\
---------------------------------------------------------------------------

    \68\ See https://www.sec.gov/dera/data/financial-statement-data-sets.html, https://www.sec.gov/dera/data/financial-statement-and-notes-data-set.html, and https://www.sec.gov/dera/data/mutual-fund-prospectus-risk-return-summary-data-sets (retrieved Jun. 20, 2018).
    \69\ These statistics do not account for the use of third-party
products or websites incorporating these datasets. See, e.g.,
https://console.cloud.google.com/launcher/details/sec-public-data-bq/sec-public-dataset (retrieved Jun. 20, 2018).
---------------------------------------------------------------------------

    A number of businesses have created products that provide XBRL data
to investors. Data aggregators (i.e., entities that, in general,
collect, package, and resell data) have incorporated XBRL data into
their products to varying degrees. Various third-party data providers
extract or preview information contained in XBRL exhibits, offering
XBRL analytics tools or using XBRL data to supplement other reported
data based on filer disclosures.\70\
---------------------------------------------------------------------------

    \70\ See, e.g., a discussion of XBRL analytics tools, https://xbrl.us/use/howto/ (retrieved Jun. 20, 2018); https://xbrl.us/home/category/productsservices/service/data-aggregation/ (retrieved Jun.
20, 2018); Mitchell R. Wenger, Rick Elam, and Kelly L. Williams
(2013) A tour of five XBRL tools, Journal of Accountancy (Apr. 1,
2013), https://www.journalofaccountancy.com/issues/2013/apr/20126677.html (retrieved Jun. 20, 2018); Inline XBRL Proposing
Release, at 14286, n. 77; letters from Octachoron and TagniFi.
---------------------------------------------------------------------------

    The Commission staff uses XBRL data to efficiently analyze large
quantities of information in support of risk assessment, rulemaking,
and enforcement activities, including as part of its internally
developed Corporate Issuer Risk Assessment and Financial Statement
Query Viewer applications.
    Commenters and studies have noted the benefits of XBRL data in
providing a wide range of financial reporting data that is not always
available elsewhere.\71\ Other commenters and studies have indicated
that XBRL data use has been limited, in part due to concerns regarding
data quality and lack of awareness of XBRL.\72\ Several commenters
stated that risk/return summary XBRL data is little used by
investors.\73\ Some commenters stated that the use of risk/return
summary XBRL data is limited due to the delay in its availability as
compared to the HTML version of the same information.\74\ One of these
commenters, a large data aggregator that processes fund information for
investors, indicated that it must manually extract information from
fund HTML filings because the structured XBRL filing comes too late for
investors' preferences.\75\
---------------------------------------------------------------------------

    \71\ See, e.g., letters from CFA Institute, Data Coalition,
Grant Thornton, Members of Congress, Octachoron, TagniFi, XBRL US,
and XBRL International.
    Various academic studies have examined the benefits of XBRL for
the information environment of firms. See Inline XBRL Proposing
Release, at 14295, n. 169. See also Yu Cong, Hui Du, and Miklos A.
Vasarhelyi (2017) Are XBRL files being accessed? Evidence from the
SEC EDGAR log file data set, Journal of Information Systems
(forthcoming) (examining rates of access to XBRL files and providing
some evidence that investors in smaller operating companies access
XBRL files and that investors may prefer XBRL files to non-XBRL
files when both types of files are included with the filing).
    \72\ See Inline XBRL Proposing Release, at 14287, n. 78. See
also letter from BIO (stating that ``XBRL data is little used by
biotech investors''). But see note 67 above (discussing XBRL data
use for smaller and biotech companies that is generally consistent
with the XBRL data use for all operating companies).
    A December 2016 global survey of members by the CFA Institute,
corroborating the results of the prior surveys, found that less than
half of the respondents (approximately 45%) were aware of XBRL and,
among those aware of XBRL, a minority of respondents (approximately
23%) use financial XBRL data from periodic reports. See CFA
Institute Member Survey: XBRL, https://blogs.cfainstitute.org/marketintegrity/2016/12/05/do-you-know-what-xbrl-is-a-majority-of-survey-respondents-do-not-know/ and https://www.cfainstitute.org/-/media/documents/survey/xbrl-member-survey-report-2016.ashx
(retrieved Jun. 20, 2018).
    \73\ See letters from Federated I and II, Frei, ICI I and II,
and USBFS. One of these letters cited limited use of XBRL data
posted on the filer's website in connection with the discussion of
limited XBRL data use. See letter from Federated II.
    \74\ See, e.g., letters from Morningstar (``we use the HTML
filings rather than the XBRL filings because we can process them and
share the information with end investors more quickly than if we
were to wait for the XBRL filing'') and XBRL US (``[r]isk/return
data from mutual funds today is not as timely as investors would
prefer'').
    \75\ See letter from Morningstar.
---------------------------------------------------------------------------

    The 2005 XBRL Voluntary Program for financial statement information
has not been used for several years, with no submissions during
calendar years 2011-2017.\76\
---------------------------------------------------------------------------

    \76\ A few filers submitted Voluntary Program XBRL exhibits
(EX100), but those filings seem to have been made in error.
---------------------------------------------------------------------------

III. Final Amendments and Anticipated Economic Effects

A. Discussion of the Final Amendments

1. Inline XBRL Requirements
a. Use of Inline XBRL Format
    On March 1, 2017, the Commission proposed rule and form amendments
to facilitate improvements in the quality and usefulness of XBRL data
and, over time, decrease filing costs by decreasing XBRL preparation
costs.\77\ The proposed amendments would require operating company
financial statement information and fund risk/return summary
information to be submitted in the Inline XBRL format.\78\ Inline XBRL
allows filers to embed XBRL data directly into an HTML document,
eliminating the need to tag a copy of the information in a separate
XBRL exhibit. Inline XBRL is both human-readable and machine-readable
for purposes of validation, aggregation, and analysis. The proposed
amendments also would eliminate the requirements for filers to post
Interactive Data Files on their websites and terminate the 2005 XBRL
Voluntary Program with respect to financial statement information.\79\
---------------------------------------------------------------------------

    \77\ See Inline XBRL Proposing Release.
    \78\ Inline XBRLTM and iXBRLTM are
trademarks of XBRL International. XBRL[supreg] is a registered
trademark of XBRL International. The Inline XBRL technology is
freely licensed by XBRL International. See https://specifications.xbrl.org/spec-group-index-inline-xbrl.html (retrieved
Jun. 20, 2018) and https://specifications.xbrl.org/presentation.html
(retrieved Jun. 20, 2018).
    \79\ See note 20 above.
---------------------------------------------------------------------------

    The majority of commenters generally supported the proposed Inline
XBRL requirements.\80\ Many of these commenters specifically supported
the proposal to replace the XBRL format with the Inline XBRL format for
operating company filers,\81\ while several commenters supported
applying the proposed Inline XBRL requirements to both operating
companies and funds.\82\ Several commenters opposed the proposed Inline
XBRL requirements for some or all filers.\83\
---------------------------------------------------------------------------

    \80\ See, e.g., letters from ACI, AICPA, CFA Institute, Data
Coalition, Deloitte, Grant Thornton, Hoffman, IRIS, Lewis, Kumar,
Members of Congress, Merrill, Morningstar, Octachoron, Palmer,
TagniFi, Workiva I, XBRL International, and XBRL US.
    \81\ See, e.g., letters from ACI, AICPA, CFA Institute, Data
Coalition, Deloitte, Grant Thornton, Hoffman, IRIS, Members of
Congress, Merrill, Morningstar, Octachoron, TagniFi, XBRL
International, XBRL US, and Workiva I.
    \82\ See, e.g., letters from ACI, AICPA, CFA Institute, Data
Coalition, Members of Congress, Morningstar, XBRL International, and
XBRL US.
    Two of these commenters elaborated on their specific support to
replace the XBRL format with the Inline XBRL format for risk/return
summaries. See letters from Morningstar and XBRL US.
    \83\ See, e.g., letters from Cigna and FEI (opposing the Inline
XBRL requirement for financial statement information); letters from
Hindssight and Pergamit (expressing general opposition to Inline
XBRL); and letters from Federated I and II, Frei, ICI I and II, and
USBFS (opposing the Inline XBRL requirement for risk/return
summaries).
---------------------------------------------------------------------------

    After considering these comments, we are adopting, substantially as
proposed, amendments to Rule 405 to require the submission of financial
statement information and risk/return summary information Interactive
Data Files in Inline XBRL.\84\ Operating companies and funds, on a
phased in basis, will be required to embed a part of the

Interactive Data File within an HTML document using Inline XBRL and to
include the rest in an exhibit to that document. The portion filed as
an exhibit to the form will contain contextual information about the
XBRL tags embedded in the filing. The information as tagged will
continue to be required to satisfy all other requirements of Rule 405,
including the technical requirements in the EDGAR Filer Manual.
---------------------------------------------------------------------------

    \84\ See new Rule 405(a)(3).
---------------------------------------------------------------------------

    The Inline XBRL requirement, similar to the current XBRL
requirement, will apply to financial statement information in HTML
regardless of whether it appears in the non-exhibit part of a filing
and/or in one or more exhibits. Accordingly, under Inline XBRL, tags
must be embedded wherever that HTML information appears.
    The Commission received a number of comments that addressed data
usability, quality, and cost issues. Various commenters stated that
Inline XBRL would, over time, (i) increase the efficiency of review and
yield savings of XBRL preparation time and cost; \85\ (ii) potentially
improve the quality of XBRL data (by reducing discrepancies between
HTML and XBRL data); \86\ and (iii) increase the data's usability
(through greater accessibility and transparency of the data and
enhanced capabilities for data users, who would no longer have to view
the XBRL data separately from the text of the documents).\87\ One
commenter stated that while ``Inline XBRL will not directly contribute
to increased quality . . . indirectly, Inline XBRL will contribute to
better decisions related to the meaning conveyed by the machine-
readable XBRL format.'' \88\ Another commenter emphasized the benefit
of Inline XBRL ``in allowing filers greater control over the
presentation of financial exhibits.'' \89\
---------------------------------------------------------------------------

    \85\ See, e.g., letters from ACI, AICPA, CFA Institute, Cigna,
Data Coalition, FEI, IRIS, Kumar, Lewis, Members of Congress,
Merrill, Workiva I, XBRL International, and XBRL US. But see letter
from ICI I (stating that funds will not realize a significant
increase in the effectiveness and efficiency of XBRL preparation)
and letter from Pergamit (stating that Inline XBRL would not yield
benefits for filers).
    \86\ See, e.g., letters from ACI, AICPA, CFA Institute, IRIS,
Kumar, Lewis, Members of Congress, Merrill, Morningstar, Octachoron,
Palmer, Ray, XBRL International, and XBRL US. But see, e.g., note
107 below (stating that there would not be gains in data quality for
risk/return summaries) and letters from EY, TagniFi, and Workiva I
(stating that there would not be gains in data quality for financial
statement information).
    \87\ See, e.g., letters from ACI, AICPA, CFA Institute,
Deloitte, IRIS, Morningstar, Octachoron, Ray, TagniFi, and XBRL US.
But see letters from Federated I and II (regarding risk/return
summaries) and Pergamit.
    \88\ See letter from Hoffman.
    \89\ See letter from Octachoron.
---------------------------------------------------------------------------

    Several commenters that supported requiring Inline XBRL for
financial statement information expressed concern that switching to
Inline XBRL would not be sufficient to significantly improve the
quality of financial statement information XBRL data without additional
measures. Some of these commenters recommended that the Commission
implement additional validation rules, including the incorporation of
XBRL Data Quality Committee validation rules.\90\ Some of these
commenters recommended expanding the scope of auditor assurance to
include review of XBRL tags.\91\ Some commenters encouraged additional
engagement or alignment with other entities such as the Financial
Accounting Standards Board (``FASB''), the IASB, and international
regulators who are also using the Inline XBRL format.\92\
---------------------------------------------------------------------------

    \90\ See, e.g., letters from AICPA, CFA Institute, Deloitte,
TagniFi, Workiva I, XBRL International, and XBRL US.
    \91\ See, e.g., letters from AICPA, CFA Institute, Deloitte, EY,
Grant Thornton, Hoffman, XBRL International, and XBRL US.
    \92\ See, e.g., letters from AICPA, EY, and XBRL International.
---------------------------------------------------------------------------

    We continue to analyze the data quality of submissions made in XBRL
and Inline XBRL, as well as monitor developments related to the XRBL
standard and the Inline XBRL specification. If additional technical
rules within the EDGAR environment are deemed necessary, they may be
reflected in updates to the EDGAR Filer Manual, but we are not imposing
additional XBRL validation requirements at this time. We note that
filers, vendors, and filing agents are currently able to voluntarily
incorporate validation rules into their software and that the
Commission makes available various tools to assist XBRL filers.
Moreover, filers remain subject to Rule 405(c) of Regulation S-T, which
imposes certain fundamental data quality requirements on Interactive
Data File submissions.\93\
---------------------------------------------------------------------------

    \93\ 17 CFR 232.405(c)(1). In particular, each data element in
the Interactive Data File must reflect the same information in the
corresponding data in the Related Official Filing; data elements
contained in the corresponding data in the Related Official Filing
may not be changed, deleted, or summarized in the Interactive Data
File; and each data element contained in the Interactive Data File
must be matched with an appropriate tag from the most recent version
of the standard list of tags specified by the EDGAR Filer Manual,
with a new special element required to be created and used only if
an appropriate tag does not exist in the standard list.
---------------------------------------------------------------------------

    Regarding our engagement with other entities such as the FASB, we
note that the staff actively engages with the FASB over the development
of the U.S. GAAP Taxonomy throughout the year. For example, the staff
reviews and consults on the taxonomy development process, taxonomy
changes, and comments received from the public. We continue to
encourage all members of the public to submit any comments they may
have to improve the U.S. GAAP Taxonomy to the FASB. As we have noted
throughout this release, we are aware of various developments that
could impact the Commission's XBRL requirements and will continue to
monitor those developments as filers transition to Inline XBRL.
    With respect to expanded auditor assurance, one commenter stated
that a recent survey of its members found that ``77 per cent of
respondents wish to have assurance of the tagged data.'' \94\ Another
commenter stated that ``audit committees are likely to request that
auditors perform a separate attestation engagement to provide an
opinion on the accuracy and consistency of the XBRL formatted
information, and issue a report'' in order ``to provide investors
additional confidence in the iXBRL formatted information.'' \95\
However, a different commenter stated that XBRL data cannot be audited
because tag selection is subjective and no accounting standards are
applicable.\96\
---------------------------------------------------------------------------

    \94\ See letter from CFA Institute.
    \95\ See letter from AICPA.
    \96\ See letter from Workiva I.
---------------------------------------------------------------------------

    As the Commission stated in the Inline XBRL Proposing Release, the
proposed amendments were intended to modernize existing financial
statement information XBRL requirements to incorporate developments in
the XBRL technology since the 2009 adoption of these requirements. The
proposal did not contemplate any changes to the application of officer
certifications or auditor assurance requirements to XBRL data.\97\ In
particular, the Commission noted that, because the proposed amendments
related only to the manner of submitting the Interactive Data File and
not the data that comprises the Interactive Data File, it was not
proposing to change the existing positions pertaining to the exclusion
of the Interactive Data File from the officer certification and
assurance requirements.\98\ Consistent with the

proposal, we are not making any such changes at this time.
---------------------------------------------------------------------------

    \97\ See Inline XBRL Proposing Release, at 14297, n. 181 and
accompanying text.
    \98\ Id. Currently, the financial statement information
Interactive Data File is excluded from the officer certification
requirements under Rules 13a-14(f) and 15d-14(f) of the Exchange Act
[17 CFR 240.13a-14 and 240.15d-14]. Furthermore, auditors are not
required to apply AS 2710 (Other Information in Documents Containing
Audited Financial Statements), AS 4101 (Responsibilities Regarding
Filings Under Federal Securities Statutes), or AS 4105 (Reviews of
Interim Financial Information) (prior to December 31, 2016, AU
Sections 550, 711, and 722, respectively) to the Interactive Data
File submitted with a company's reports or registration statements.
In addition, filers are not required to obtain assurance on their
Interactive Data File or involve third parties, such as auditors or
consultants, in the creation of their Interactive Data File. See
2009 Financial Statement Information Adopting Release, at 6796-6797.
However, the Commission has previously stated that XBRL is part of
an issuer's disclosure controls and procedures. See 2009 Financial
Statement Information Adopting Release, at 6797.
    Risk/return summary information Interactive Data File
requirements do not require funds to involve third parties, such as
auditors or consultants, in the creation of the interactive data
provided as an exhibit to a fund's Form N-1A filing, including
assurance. With respect to registration statements, SAS 37
(currently AS 4101) was issued in April 1981 to address the
auditor's responsibilities in connection with filings under the
federal securities statutes. With respect to existing risk/return
summary information Interactive Data File requirements, an auditor
is not required to apply AS 4101 to the Interactive Data File. See
2009 Risk/Return Summary Adopting Release, at 7760-7761 and footnote
183.
---------------------------------------------------------------------------

    Several commenters recommended clarifying that financial statement
information XBRL data under the new Inline XBRL requirement would not
be subject to auditor assurance in order to address a potential
``expectations gap'' that might arise if XBRL data is embedded in a
document containing HTML financial statements subject to auditor
assurance. Commenters had different suggestions on how to communicate
the auditor's responsibility related to financial statement information
XBRL data, such as by including some form of reporting mechanism or
disclosure within the filing, or by having the Commission re-affirm its
position from the Inline XBRL Proposing Release that there is no change
in auditor responsibility.\99\
---------------------------------------------------------------------------

    \99\ See, e.g., letters from AICPA, Deloitte, EY, and Grant
Thornton.
---------------------------------------------------------------------------

    Consistent with the suggestions of these commenters, we are
reiterating that the change from the XBRL format to the Inline XBRL
format does not change the Commission's positions with respect to
officer certifications and auditor assurance. Accordingly, we are not
requiring additional transparency regarding auditors' responsibilities
related to financial statement information XBRL data at this time.
However, consistent with the existing XBRL requirements, issuers would
not be prohibited from indicating in the financial statements (such as
in a footnote) the degree (or lack thereof) of auditor involvement
related to the financial statement information XBRL data.\100\
---------------------------------------------------------------------------

    \100\ See 2009 Financial Statement Information Adopting Release,
at 6796.
---------------------------------------------------------------------------

    A few commenters cited concerns about the burden of transition to
Inline XBRL.\101\ The amendments address transition issues through the
use of a staggered phase-in period, discussed in greater detail in
Section III.A.1.c below. Further, in response to commenter concerns, we
are making certain modifications from the proposed compliance dates to
help filers address any transition issues. In particular, in response
to commenters' suggestions, the amendments include an additional
transition accommodation for operating companies whereby Inline XBRL
will be required for the first Form 10-Q for a fiscal period ending on
or after the applicable compliance date, which is intended to further
facilitate the transition to Inline XBRL. The amendments also modify
the phase-in period for funds to provide funds and vendors with
additional time to transition to Inline XBRL for risk/return summaries
and to modify their processes for preparing and reviewing these filings
to accommodate the elimination of the 15 business day filing period. We
believe that these aspects of the amendments will help to mitigate the
burden of transition to Inline XBRL.
---------------------------------------------------------------------------

    \101\ See, e.g., letters from Cigna and FEI (regarding the
burden of transition for operating companies); Hindssight
(expressing concern about costs but not specifying whether it
pertained to operating companies or funds); Federated I and II,
Frei, ICI I and II, and USBFS (regarding the burden of transition
for funds).
---------------------------------------------------------------------------

    As proposed, the amendments will also require risk/return summary
information to be submitted in Inline XBRL.\102\ Among commenters that
addressed the Inline XBRL requirement for funds, several commenters
expressed support for Inline XBRL for risk/return summaries.\103\ Some
of these commenters cited the potential benefits of increased
timeliness and usability of XBRL data to investors and other data
users.\104\ They also described economies of scale that funds may
realize from their vendors providing an XBRL preparation process that
is consistent with operating companies under a single standard
specification.\105\ Several commenters opposed the Inline XBRL
requirement for risk/return summaries.\106\ These commenters stated
that there are few, if any, data quality issues with risk/return
summary XBRL data today and concluded that Inline XBRL would not
improve the quality of risk/return summary XBRL data.\107\ One
commenter stated that the proposed Inline XBRL requirements for funds
do not have tangible benefits for investors and impose costs that would
outweigh any benefits.\108\
---------------------------------------------------------------------------

    \102\ See new Rule 405(a)(3)(ii) of Regulation S-T.
    \103\ See, e.g., letters from ACI, AICPA, CFA Institute, Data
Coalition, Members of Congress, Morningstar, XBRL International, and
XBRL US.
    \104\ See letters from Morningstar and XBRL US.
    \105\ Id.
    \106\ See, e.g., letters from Federated I and II; Frei; ICI I
and II; and USBFS. In addition, two commenters generally opposed
Inline XBRL without stating whether their opposition was specific to
funds or operating companies. See letters from Pergamit and
Hindssight.
    \107\ See letters from ICI (reiterating the observation in the
Inline XBRL Proposing Release that, compared to financial statements
of operating companies, mutual fund risk/return summaries have fewer
instances in which numeric data is embedded into text and the data
is generally more standardized as a reason why, in the commenter's
view, data quality is not an issue for mutual fund risk/return
summaries) and USBFS (stating that it was not aware of any XBRL
filing data quality issues affecting the funds serviced by the
commenter or any other funds in the industry).
    \108\ See letter from Federated II.
---------------------------------------------------------------------------

    Commenters also expressed differing views regarding the extent to
which investors, Commission staff, and academics use the fund
information submitted in XBRL. Some commenters stated that XBRL data
filed by funds is little used by investors \109\ or data
aggregators.\110\ Others stated that it was used by data aggregators
and, if more timely provided, its use by data aggregators and,
indirectly, by investors, would increase.\111\ Two commenters observed
that the current 15 business day filing delay decreases the usefulness
of this data as a means of providing timely information to investors
and stated that they or others would make greater use of this data if
we eliminated the delay.\112\
---------------------------------------------------------------------------

    \109\ See letters from Federated I (stating that it does ``not
believe that either XBRL, or the proposed iXBRL filing and posting
requirements are (or would be) useful to investors.''); Federated
II; Frei (``There has been no evidence that the SEC staff,
academics, or every day investors uses [sic] this data.''); ICI I
(stating that investors generally do not use XBRL tagged risk/return
summary information and instead obtain this risk/return information
in human-readable form from fund prospectuses, on fund websites, or
on third party information provider websites.''); ICI II; USBFS
(stating that the XBRL data is generally not used by investors,
investment advisers, or broker-dealers in making investment
decisions or recommendations).
    \110\ See letter from ICI (stating that its members provide data
directly to many information providers and further noting that these
information providers separately extract data from HTML filings).
    \111\ See letters from Frei and USBFS (referencing XBRL data use
by data aggregators) and XBRL US (noting Morningstar's support of
eliminating the 15 day filing period as it would allow them to use
the XBRL data to more rapidly disseminate fund data to investors).
    \112\ See letters from Morningstar (noting that it currently
uses the HTML filings rather than the XBRL filings because it can
process and share the information with investors more quickly than
if it were to wait for the XBRL filing) and XBRL US (stating that
the elimination of the 15 business day period would make XBRL data
much more valuable to data providers and investors).
---------------------------------------------------------------------------

    After considering the input of commenters, we continue to believe
that it is important for risk/return summary information to be provided
in an XBRL

format and that this format be as usable for investors and other data
users as possible. We understand, based on commenter input, that many
investors obtain risk/return summary information through data
aggregators but that they may seek it out more quickly than it is
currently available in XBRL through fund submissions. To meet this
demand for more timely data, one data aggregator manually extracts the
risk/return summary information from fund HTML or ASCII filings over a
period of days rather than wait up to 15 business days for the XBRL
filings. We further understand, based on commenter input, that
transitioning to Inline XBRL will allow risk/return summary information
to reach investors via aggregators in hours, rather than days, after a
Related Official Filing. As a result, we expect that more timely XBRL
data will lead to increased use of that data by third-party data
aggregators already in the market. We also anticipate that data
aggregators with fewer resources or any new entrants to the data
aggregation market would be better positioned to compete to provide
information products to investors based on fund risk/return summaries
if timely delivery does not require the resources necessary to tag the
information manually. Investors will also be able to take further
advantage of the XBRL data in ways that were not possible before.
Because the Inline XBRL format embeds XBRL within the HTML document,
investors can use their own web browser to view the embedded XBRL data
and metadata within the context of the Related Official Filing, without
having to download the information into any separate applications for
review and analysis.
    Contrary to some commenters' statements that this data is little
used, risk/return summary XBRL data is accessed on EDGAR on a regular
basis.\113\ We also disagree with commenters who suggested that
investors do not benefit when data aggregators use XBRL data.\114\
These aggregators typically use this data to provide information to
investors, and funds are primarily held by retail investors, who often
look to third party information sites when evaluating various funds for
investment.
---------------------------------------------------------------------------

    \113\ See Section II.B.3 above.
    \114\ See, e.g., letters from Federated II, Frei, ICI II, and
USBFS.
---------------------------------------------------------------------------

    Preparing Inline XBRL filings involves embedding XBRL tags into the
HTML document. This single-document approach should create long-term
benefits by removing a separate workflow of checking the numbers and
text in the original HTML filing for consistency with the numbers and
text in the separate XBRL filing and the related time demands that
entails--time demands that currently contribute towards much later
filings by funds and less timely information for fund investors.
    Several commenters indicated that funds would not realize cost
savings from Inline XBRL and that funds would incur significant costs
of transition to Inline XBRL, which would be compounded by the
elimination of the 15 business day filing period and would outweigh any
benefits.\115\ One commenter stated that its members do not anticipate
a significant increase in the efficiency and effectiveness of their
filing processes from the shift to Inline XBRL.\116\ Two commenters
stated that a number of funds currently use a standalone approach to
XBRL preparation and thus may require significant changes in XBRL
preparation workflow to transition to Inline XBRL.\117\ One of these
commenters further indicated that the Commission may have overestimated
the proportion of funds that use an integrated approach to XBRL
preparation.\118\ According to this commenter, while funds that use
``the largest financial printers'' are likely well positioned to comply
with the Inline XBRL requirement, funds that instead rely on other
service providers for preparing and submitting XBRL filings (e.g., law
firms, administrators, in-house advisory firm personnel, and smaller
financial printers) will be forced to incur significant costs and
potentially change vendors.\119\ Thus, the commenter asserted, the
Inline XBRL Proposing Release significantly underestimated the costs of
transitioning to Inline XBRL for funds, particularly for smaller
filers.
---------------------------------------------------------------------------

    \115\ See letters from Federated I and II, Frei, ICI I and II,
and USBFS.
    \116\ See letter from ICI I.
    \117\ See letters from USBFS and XBRL US. Another commenter
referenced the comment letter by USBFS (stating that ``at least one
large filing vendor believes that the SEC's proposal may have
significantly underestimated the cost of implementing iXBRL tagging
in the mutual fund context, particularly for smaller registrants'').
See letter from ICI II.
    \118\ See letter from USBFS.
    \119\ Id. We note, however, to the extent funds rely on other
service providers to prepare and submit XBRL filings, those service
providers in turn may be relying on financial printers.
---------------------------------------------------------------------------

    We recognize that many funds today prepare and file an HTML or
ASCII version of risk/return information in the Related Official Filing
and then, up to 15 business days later, prepare and file a separate
XBRL exhibit with this same risk/return information. As a result, many
funds may incur one-time costs to change their workflow processes as
they transition to filing this information in an Inline XBRL format
without this extended filing period. We acknowledge that this may cause
some funds to change vendors or software products used to create these
filings, and that these transition costs will likely be greater than
estimated in the Proposing Release.\120\ However, we believe that the
improved data usability that Inline XBRL offers, particularly when
combined with the more efficient Inline XBRL process that reduces the
need for the extended filing period, provides benefits to investors
that justify these initial costs to funds.
---------------------------------------------------------------------------

    \120\ See letters from Federated I and II, ICI I and II, and
USBFS.
---------------------------------------------------------------------------

    Accordingly, we are adopting Inline XBRL and the related
elimination of the 15 business day filing period for fund risk/return
summaries. However, in light of the comments and to help funds address
transition issues, we are extending the proposed phase-in for risk/
return summary Inline XBRL requirements, as discussed in greater detail
in Section III.A.1.c below. After careful consideration, we continue to
believe that the amendments to risk/return summary XBRL requirements to
reflect the evolution of XBRL technology will offer benefits to data
users and further believe that the modified compliance dates provide
sufficient time for filers, software vendors, and filing agents to
transition to Inline XBRL.
b. Timing of Submission of Interactive Data File
    The Commission did not propose any changes to the timing of the
required submission of the financial statement information XBRL data,
nor are we adopting any, and operating companies will generally
continue to be required to submit the Interactive Data File with the
filing.
    With respect to risk/return summary information, currently an
Interactive Data File for a Form N-1A filing, whether the filing is an
initial registration statement or a post-effective amendment to it,
must be submitted as an amendment to the registration statement to
which the Interactive Data File relates.\121\ That amendment with the
Interactive Data File also must be submitted after the registration
statement or post-effective amendment that contains the related
information becomes effective but not later than 15 business days after
the effective date of

that registration statement or post-effective amendment.\122\
---------------------------------------------------------------------------

    \121\ General Instruction C.3.(g)(i) to Form N-1A.
    \122\ Id.
---------------------------------------------------------------------------

    Funds also are required to submit an Interactive Data File for any
form of prospectus filed that includes risk/return summary information
that varies from the registration statement.\123\ In the case of those
filings, however, funds are permitted to file the Interactive Data File
concurrently with the filing or up to 15 business days subsequent to
the filing.\124\ As the Commission noted in the 2009 Risk/Return
Summary Adopting Release, the period of 15 business days was intended
both to provide funds with adequate time to prepare the exhibit and to
make the interactive data available promptly.\125\
---------------------------------------------------------------------------

    \123\ See General Instruction C.3.(g)(ii) to Form N-1A.
    \124\ Id.
    \125\ See 2009 Risk/Return Summary Adopting Release, at 7754, n.
97 and accompanying and following text.
---------------------------------------------------------------------------

i. Concurrent Submissions With Certain Post-Effective Amendment Filings
    To help facilitate efficiencies in the fund post-effective
amendment filing process, the Commission proposed to permit funds to
submit Interactive Data Files concurrently with certain post-effective
amendments to fund registration statements.\126\ The Commission
proposed this change in recognition of the fact that, in its
experience, post-effective amendments filed pursuant to these
paragraphs of Rule 485 generally are not subject to further
revision.\127\
---------------------------------------------------------------------------

    \126\ See proposed General Instruction C.3.(g)(i)(B) to Form N-
1A.
    \127\ With the exception of post-effective amendments filed
pursuant to Rule 485(b)(1)(iii), a post-effective amendment filed
under Rule 485(b)(1) may become effective immediately upon filing.
     Paragraph (b)(1)(i) of Rule 485 permits a post-effective
amendment filing for the purpose of bringing the financial
statements up to date under Section 10(a)(3) of the Securities Act
or Rule 3-12 or 3-18 of Regulation S-X. 17 CFR 210.3-12 and 210.3-
18.
     Paragraph (b)(1)(ii) of Rule 485 permits a post-effective
amendment filing for the purpose of complying with an undertaking to
file an amendment containing financial statements, which may be
unaudited, within four to six months after the effective date of the
registrant's registration statement under the Securities Act.
     Paragraph (b)(1)(v) of Rule 485 permits a post-effective
amendment filing for the purpose of making any non-material changes
which the registrant deems appropriate.
     Paragraph (b)(1)(vii) of Rule 485 permits a post-effective
amendment filing for any other purpose which the Commission shall
approve.
---------------------------------------------------------------------------

    We received one comment letter on this aspect of the proposal. The
commenter expressed support for the proposed amendment, believing that
administrative costs would be reduced relative to making a separate
filing for submitting the XBRL data.\128\ After considering commenter
input, and to provide funds with flexibility to achieve cost and
administrative efficiencies, we are adopting the amendments as
proposed.\129\
---------------------------------------------------------------------------

    \128\ See letter from Federated I (stating that it is
``generally in support of allowing mutual funds to submit the
interactive data files concurrently with certain post-effective
amendments as we believe this would reduce administrative costs
associated with filing interactive data separately'').
    \129\ See new General Instruction C.3.(g) to Form N-1A; see also
new Rule 405(a)(3)(ii) of Regulation S-T. The amendments to these
two provisions have the result of permitting fund filers to submit
XBRL data concurrently with the Related Official Filing.
---------------------------------------------------------------------------

ii. 15 Business Day Filing Period
    To improve the timeliness of the availability of risk/return
summary XBRL information, the Commission proposed to eliminate the 15
business day filing period for the submission of the Interactive Data
File accorded to all fund filings containing risk/return summaries
(initial registration statements; post-effective amendments; and forms
of prospectuses that include risk/return summary information that
varies from the registration statement). At the same time, the
Commission sought comment on whether a different length filing period
might be more appropriate. In proposing to mandate the use of Inline
XBRL, the Commission noted that Inline XBRL involves embedding XBRL
data directly into the filing. Inline XBRL thereby reduces the need for
this filing delay, which is typically used to prepare and review a
separate XBRL-only filing.
    Two commenters supported the Commission's proposal to eliminate the
15 business day filing period.\130\ These commenters noted that the
elimination of the 15 business day filing period would allow data
aggregators to process and share the information more quickly with
investors, who are the end-users. This is because aggregators would no
longer have to either wait 15 business days or manually extract
information from the HTML or ASCII version of the risk/return summary
in order to provide the information to investors in a more timely
manner, which itself takes time.\131\ One commenter, while supporting
elimination of the current filing period, noted that funds are
``accustomed to taking advantage of the 15-day grace period'' and so
would need to enact major workflow changes if this period is
eliminated, likely requiring increased staffing levels and resulting in
higher costs for both funds and their vendors.\132\ This commenter also
acknowledged that funds may encounter greater challenges than operating
companies under the proposed amendments, given that many fund complexes
must make multiple, simultaneous filings for the funds they sponsor or
manage.\133\ This commenter asked the Commission to consider giving
funds more time to make the transition to Inline XBRL due to these
challenges, but nevertheless urged the Commission to adopt the
proposal, believing that moving the marketplace to a single standard--
Inline XBRL--would be ``beneficial to all stakeholders over the long-
term.'' \134\
---------------------------------------------------------------------------

    \130\ See letters from Morningstar and XBRL US.
    \131\ Id.
    \132\ See letter from XBRL US.
    \133\ Id. See also letters from Federated II (stating that it
submitted 1,291 filings, in addition to 336 XBRL filings, in the
past calendar year for its funds) and ICI II (referencing the letter
from Federated II).
    \134\ See letter from XBRL US.
---------------------------------------------------------------------------

    Three commenters expressed concerns about the costs, changes in
workflow, and loss of flexibility associated with the elimination of
the 15 business day filing period.\135\ Two commenters proposed that
the Commission preserve the 15 business day filing period to allow
funds time to work through any technical difficulties that may occur
with the tagging process and review and approve the tagged
filings.\136\ These commenters also stated that, for those funds that
mail the prospectus and shareholder report together, the shorter
timeframe for Inline XBRL review would increase the likelihood of
having to mail the prospectus and shareholder report separately, which
if it occurred, would increase the mailing costs for fund
shareholders.\137\
---------------------------------------------------------------------------

    \135\ See letters from Federated I and II, ICI I and II, and
USBFS.
    \136\ See letters from ICI I and II and Federated I and II.
    \137\ Id. One of these commenters estimated the additional
mailing costs of sending the prospectuses separately at
approximately $1.5 million per year. See letter from Federated II.
---------------------------------------------------------------------------

    One commenter did not support eliminating the current XBRL filing
period, but stated that funds would not be burdened by shortening this
period from 15 business days to 10 business days.\138\ Another
commenter suggested, as an alternative, shortening the 15 day timeframe
to 7 days.\139\
---------------------------------------------------------------------------

    \138\ See letter from USBFS.
    \139\ See letter from ICI II.
---------------------------------------------------------------------------

    After evaluating comments received on this issue, and in light of
our decision to require the use of Inline XBRL for fund filers as
proposed, we are eliminating the current 15 business day filing period
for risk/return summary XBRL data. As a result:
     For post-effective amendments filed pursuant to paragraph
(b)(1)(i), (ii), (v), or (vii) of Rule 485, Interactive Data

Files must be filed either concurrently with the filing or in a
subsequent amendment that is filed on or before the date that the post-
effective amendment that contains the related information becomes
effective; \140\
---------------------------------------------------------------------------

    \140\ See new General Instruction C.3.(g)(i)(B) to Form N-1A.
---------------------------------------------------------------------------

     For initial registration statements and post-effective
amendments filed other than pursuant to paragraph (b)(1)(i), (ii), (v),
or (vii) of Rule 485, Interactive Data Files must be filed in a
subsequent amendment on or before the date the registration statement
or post-effective amendment that contains the related information
becomes effective; \141\ and
---------------------------------------------------------------------------

    \141\  See new General Instruction C.3.(g)(i)(A) to Form N-1A.
---------------------------------------------------------------------------

     For any form of prospectus filed pursuant to Rule 497(c)
or (e), funds must submit the Interactive Data File concurrently with
the filing.\142\
---------------------------------------------------------------------------

    \142\ See new General Instruction C.3.(g)(ii) to Form N-1A.
---------------------------------------------------------------------------

    We recognize that many funds will experience changes in workflow
and associated costs once the filing period is eliminated. However, we
believe that eliminating the 15 business day filing period will
significantly improve the timely availability of risk/return summary
XBRL information for investors, other market participants, and other
data users, yielding substantial benefits. Two commenters indicated
that the benefits of XBRL data are currently not being realized for
many potential data users, including data aggregators and (indirectly)
investors, due to the filing period.\143\ For data aggregators
responding to demand for the data earlier than 15 business days after
the effective date of the related filing, eliminating this period will
remove the need for time consuming manual extraction of this
information from HTML or ASCII filings and allow data aggregators to
obtain this data earlier, thereby expediting the availability of the
data and related analysis to investors.\144\ Further, the transition of
funds to Inline XBRL will entail embedding XBRL tags into the HTML
filing, reducing the need for a separate XBRL filing period.
---------------------------------------------------------------------------

    \143\ See letters from Morningstar and XBRL US.
    \144\ Id.
---------------------------------------------------------------------------

    In addition, eliminating the current 15 day filing period could
have other, indirect beneficial effects. We understand some funds
currently provide more timely return information to some data
aggregators. However, funds do not provide other information contained
in the risk/return summary information on a more timely basis, such as
fee and risk information, which data aggregators also use to provide
information products to investors. Providing more timely XBRL data may
enable data aggregators to better compete in providing timely
information to investors. Today, only those aggregators with sufficient
resources to manually extract this information from the text filings
can respond to demands to provide investors with more timely data.
Further, in the staff's experience, risk/return summary information is
relatively standardized and the list of XBRL data elements that are
tagged in the risk/return summary should not vary substantially from
period to period, minimizing the impact of workflow changes in this
area. Therefore, we do not see a compelling reason to retain even a
shortened filing period, such as 10 or 7 days, and note that any
delayed filing period would undermine the timeliness and usability
benefits.
    We also note that, while funds may currently use the 15 business
day filing period to review the XBRL data, operating companies prepare,
review, and file XBRL data without an additional filing period.
Compared to fund filings with risk/return summaries, operating company
XBRL filings entail a more complex taxonomy, with more data elements,
as well as more instances of numeric data being embedded into text.
Studies have shown that concurrent submission of the HTML and XBRL data
for operating companies began with a standalone approach and over time
transitioned to an integrated approach as technology developed to
achieve efficiencies.\145\ For example, one recent study found that the
median small filer paid $10,000 or less for fully outsourced XBRL
preparation.\146\ Similarly, preliminary statistics from a pricing
survey being conducted by the AICPA and XBRL US indicate that the cost
of XBRL formatting has declined 41% since 2014 and that the average
cost of XBRL preparation for small reporting companies in 2017 averaged
$5,850 per year.\147\ The experience of operating companies leads us to
believe that, while many funds may not currently use an integrated
approach to XBRL preparation and filing, with the concurrent HTML and
XBRL filing, funds will likely transition to an integrated approach to
achieve efficiencies. We would expect, after the initial transition,
the costs to funds of preparing and reviewing XBRL submissions using an
integrated approach similarly to go down over time, as they have for
operating companies.
---------------------------------------------------------------------------

    \145\ See Trevor S. Harris and Suzanne Morsfield, ``An
Evaluation of the Current State and Future of XBRL and Interactive
Data for Investors and Analysts''--``White Paper Number Three,''
Columbia Business School Center for Excellence in Accounting and
Security Analysis (December 2012), https://www8.gsb.columbia.edu/rtfiles/ceasa/An%20Evaluation%20of%20the%20Current%20State%20and%20Future%20of%20XBRL%20and%20Interactive%20Data%20for%20Investors%20and%20Analysts.pdf
(retrieved Jun. 20, 2018), at 38 (stating that filers have
transitioned over time to integrated disclosure management
solutions). Consistent with this observation, approximately 71% of
operating company filers relied on integrated solutions in the 2013
FERF survey, compared to approximately 54% of operating company
filers in the 2012 FERF survey. See FERF Study, at 6; William
Sinnett, SEC reporting and the impact of XBRL: 2012 survey,
Financial Executives Research Foundation (Nov. 15, 2013), at 25-26.
    \146\ See AICPA Study.
    \147\ See note 57 above.
---------------------------------------------------------------------------

    We anticipate that the technology and related workflow changes that
accompany the transition to Inline XBRL will partly mitigate the
concern about certain fund groups having to mail prospectuses
separately if the 15 business day filing period is eliminated, because
XBRL tags will be embedded in the HTML filing. In addition, based on
staff analysis of fund filing data on EDGAR, most fund groups currently
mail prospectuses and shareholder reports separately. Finally, recently
adopted 17 CFR 270.30e-3 (``Rule 30e-3'' under the Investment Company
Act) will provide certain registered investment companies with an
optional method to satisfy their obligations to transmit shareholder
reports by making such reports and other materials accessible at a
website address and mailing investors a short paper notice indicating
how to access the reports.\148\ This change may reduce the mailing
costs associated with shareholder reports, thereby potentially
mitigating some of these concerns.
---------------------------------------------------------------------------

    \148\ See Release No. IC-33115 (June 5, 2018) 83 FR 29158.
---------------------------------------------------------------------------

    The amendments eliminating the 15 business day filing period do not
change the liability provisions related to the Interactive Data File.
One commenter recommended a temporary modification to the liability
provisions pertaining to the Interactive Data File for risk/return
summary filings following the elimination of the 15 business day filing
period, similar to the temporary modified liability provision that was
put in place when the XBRL requirements were adopted in 2009.\149\
Given that we have delayed compliance with the Inline XBRL requirement
and the elimination of the 15 business day period until two years after
the effective date for funds that, together with other investment
companies in the same

``group of related investment companies,'' \150\ have net assets of $1
billion or more as of the end of their most recent fiscal year (``large
fund groups'') and three years after the effective date for small fund
groups, as discussed in greater detail in Section III.A.1.c below, we
do not believe that such a temporary liability modification is
necessary.
---------------------------------------------------------------------------

    \149\ See letter from Federated II.
    \150\ For these purposes, the definition of a ``group of related
investment companies'' is the same as the term defined in Rule 0-10
under the Investment Company Act [17 CFR 270.0-10]. Rule 0-10(a)(1)
defines the term as applied to management investment companies as
two or more management companies (including series thereof) that (i)
hold themselves out to investors as related companies for purposes
of investment and investor services; and (ii) either (A) have a
common investment adviser or have investment advisers that are
affiliated persons of each other, or (B) have a common
administrator. We believe that this broad definition would encompass
most types of fund complexes and therefore is an appropriate
definition for compliance date purposes.
---------------------------------------------------------------------------

c. Phase-In of the Inline XBRL Requirements
    We are adopting phased compliance dates substantially as proposed,
with modifications to further mitigate the potential burden of the
initial transition on filers and preparers:
---------------------------------------------------------------------------

    \151\ Form 10-Q filers will not become subject to the Inline
XBRL requirements with respect to Form 10-K or any other form,
however, until after they have been required to comply with the
Inline XBRL requirements for their first Form 10-Q for a fiscal
period ending on or after the applicable compliance date for the
respective category of filers.

------------------------------------------------------------------------
          Operating companies                 Compliance date \151\
------------------------------------------------------------------------
Large accelerated filers that prepare    Fiscal periods ending on or
 their financial statements in            after June 15, 2019.
 accordance with U.S. GAAP.
Accelerated filers that prepare their    Fiscal periods ending on or
 financial statements in accordance       after June 15, 2020.
 with U.S. GAAP.
All other filers.......................  Fiscal periods ending on or
                                          after June 15, 2021.
------------------------------------------------------------------------

------------------------------------------------------------------------
                 Funds                           Compliance date
------------------------------------------------------------------------
                                         Any initial registration
                                          statement (or post-effective
                                          amendment that is an annual
                                          update to an effective
                                          registration statement) that
                                          becomes effective on or after:
Large fund groups......................  September 17, 2020 (two years
                                          after the effective date of
                                          the amendments)
Small fund groups......................  September 17, 2021 (three years
                                          after the effective date of
                                          the amendments)
------------------------------------------------------------------------

    Except as noted below, based on the information on vendor readiness
provided by commenters and the staff's observations of developments in
the XBRL preparation industry and experience with voluntary Inline XBRL
filings pursuant to the Exemptive Order, we are adopting a three-year
phase-in for operating companies, as proposed: (i) Large accelerated
filers that prepare their financial statements in accordance with U.S.
GAAP will be required to comply with Inline XBRL for financial
statements for fiscal periods ending on or after June 15, 2019; (ii)
accelerated filers that prepare their financial statements in
accordance with U.S. GAAP will be required to comply with Inline XBRL
for financial statements for fiscal periods ending on or after June 15,
2020; and (iii) all other operating company filers that are subject to
financial statement information XBRL requirements, including foreign
private issuers (``FPIs'') \152\ that prepare their financial
statements in accordance with IFRS, will be required to comply with
Inline XBRL for financial statements for fiscal periods ending on or
after June 15, 2021.\153\
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    \152\ See Rule 405 under the Securities Act [17 CFR 230.405] and
Rule 3b-4(c) under the Exchange Act [17 CFR 240.3b-4(c)].
    \153\ See new Rule 405(f)(1)(i).
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    In a modification from the proposal, in response to comments,\154\
domestic form filers \155\ will be required to comply beginning with
their first Form 10-Q for a fiscal period ending on or after the
applicable compliance date, as opposed to the first filing for a fiscal
period ending on or after that date, to enable filers to gain
experience with Inline XBRL through less complex filings.\156\ This
approach is similar to the approach in the 2009 Financial Statement
Information Adopting Release, which was intended to facilitate the
transition of filers to financial statement information XBRL
requirements.
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    \154\ See note 161 below.
    \155\ Form 20-F and 40-F filers do not have quarterly report
filing obligations and are therefore not affected by this provision.
    \156\ As an example, a Form 10-Q filer in the first phase-in
group with a calendar fiscal year end will be required to begin
compliance with the Inline XBRL requirement with its Form 10-Q for
the period ending June 30, 2019. As a further example, a Form 10-Q
filer in the first phase-in group with a June 30 fiscal year end
will be required to begin compliance with the requirement with its
Form 10-Q for the period ending September 30, 2019.
---------------------------------------------------------------------------

    Most commenters that addressed the proposed phase-in for operating
companies supported it.\157\ Some commenters supported the general
phase-in approach but recommended postponing the compliance dates until
after the third quarter of 2018 or creating a fourth early phase-in
category for the largest 500 filers.\158\ One of these commenters
supported the phase-in for smaller filers because of potential cost
increases during the transition period and specifically suggested that
emerging growth companies (``EGCs'') \159\ be added to the third phase-
in category.\160\ Several commenters proposed adjusting the compliance
dates for the Inline XBRL requirement so that they initially apply to
quarterly reports on Form 10-Q rather than Form 10-K, due to the lower
complexity of Form 10-Q.\161\
---------------------------------------------------------------------------

    \157\ See, e.g., letters from AICPA, Kumar, Merrill, and XBRL US
(also citing a survey of filers among which 71% supported a phase-in
and 13% did not, while 52% thought that one year was the right
amount of time before the first phase of filers is required to
comply).
    \158\ See, e.g., letters from EY and FEI.
    \159\ See Rule 405 under the Securities Act and Rule 12b-2 of
the Exchange Act [17 CFR 240.12b-2].
    \160\ See letter from BIO.
    \161\ See, e.g., letters from AICPA, EY, and Kumar.
---------------------------------------------------------------------------

    Some commenters expressed a concern about the initial transition of
operating companies to Inline XBRL because not all software vendors and
filing agents are currently Inline-capable.\162\ One of those
commenters stated that the relative burden of initial transition for
filers would depend on vendor readiness and that compliance

dates should reflect this.\163\ However, two commenters opposed a
phase-in, stating that the costs of Inline XBRL transition would be
minimal and that the phase-in would lower the benefits to data
users.\164\ One of those commenters suggested that compliance should
begin with quarterly filings ending on or after June 15, 2019.\165\ In
addition, a number of commenters stated that the Inline XBRL transition
would involve either no burden or only a small burden for filers and
preparers because many vendors already include the Inline XBRL
capability as part of their software package or could easily
incorporate it as they have for their foreign customers that are
required to use Inline XBRL for other reporting purposes.\166\ Several
commenters also stated that the Inline XBRL transition would have
little impact on data users' existing processes for analyzing XBRL data
and that many of them already use Inline XBRL data from foreign
jurisdictions.\167\
---------------------------------------------------------------------------

    \162\ See, e.g., letters from Cigna and FEI.
    \163\ See letter from FEI.
    \164\ See letters from Workiva I and CFA Institute.
    \165\ See letter from Workiva I.
    \166\ See, e.g., letters from ACI; IRIS; Workiva I; Merrill;
XBRL US (``At the latest, all XBRL US vendor members will be ready
to file using inline XBRL by the second quarter of 2019.'').
    \167\ See, e.g., letters from Morningstar; Octachoron; TagniFi;
XBRL US (``We held informal discussions with several of these
organizations ranging from startup companies . . . to large
established organizations . . . These organizations, which today use
XBRL-formatted US corporate data, indicated that extracting data
from Inline XBRL is the same as extracting data from conventional
XBRL files. Several indicated that they have already begun to use
Inline XBRL given its availability in other non-US markets. Of
these, the cost to do so was minimal, requiring zero to little
change to their current process.'').
---------------------------------------------------------------------------

    After considering commenter input, we are not introducing
additional phase-in categories, postponing the compliance date for
EGCs, or making further modifications to the phase-in for operating
companies. We do not believe that the potential incremental benefits to
some filers from such changes would offset the increased complexity and
delays of the benefits of Inline XBRL for market participants and other
data users. EGCs will be required to comply beginning with fiscal
periods ending on or after June 15, 2020, or June 15, 2021, depending
on filer status and basis of accounting. Because the relative burden
for filers of the fixed costs of initial transition to Inline XBRL, if
any, is likely to depend on filer size, we believe that this approach
provides smaller EGC filers, and other smaller filers, with sufficient
time to transition to Inline XBRL.
    With respect to funds, the Commission proposed a two-year phase-in
based on net asset size. Specifically, for large fund groups, it
proposed a compliance date of one year after the effective date to
comply with the new requirements. For small fund groups, the Commission
proposed a compliance date of two years after the effective date, to
provide these filers with an additional year to comply with the new
requirements.
    Several commenters expressed concerns about the workflow and vendor
changes that may be required for funds to transition to Inline XBRL and
adjust to the elimination of the 15 business day filing period.\168\ In
particular, one commenter stated that ``to the extent the Commission
determines to proceed in adopting the Proposed Rule, we encourage the
Commission to provide mutual funds and their filing agents a minimum of
two years to plan for and implement the changes needed to comply with
the Proposed Rule.'' \169\ Another commenter stated that one year would
not be ``a realistic timeframe for implementation of the proposed
amendments'' and suggested 18 months ``as a more achievable compliance
date.'' \170\ Another commenter supported the Inline XBRL requirement
for funds and the elimination of their 15 business day filing period
but suggested that ``the Commission may want to consider giving mutual
funds more time to make the transition than operating companies'' given
the likely workflow changes in instituting these amendments.\171\
---------------------------------------------------------------------------

    \168\ See notes 115-119 above and accompanying text.
    \169\ See letter from USBFS.
    \170\ See letters from Federated I and II.
    \171\ See letter from XBRL US.
---------------------------------------------------------------------------

    After considering commenters' concerns, and consistent with their
suggestions, to provide funds and vendors with additional time to
implement any necessary workflow changes, we are extending the phase-in
with respect to the Inline XBRL and timing requirements for risk/return
summary XBRL data and modifying the compliance dates to two years after
the effective date of the amendments for large fund groups and three
years after the effective date of the amendments for small fund
groups.\172\
---------------------------------------------------------------------------

    \172\ When we adopted the risk/return summary information XBRL
requirements on February 11, 2009, all filers had approximately two
years to comply (until January 1, 2011). After considering commenter
feedback, we are providing a similar period for larger filers to
comply with the proposed Inline XBRL requirements. Further, after
considering commenter feedback, we believe that smaller fund filers
may benefit from even more time to comply with these new
requirements.
---------------------------------------------------------------------------

    We believe that these compliance dates will provide sufficient time
for filers, filing agents, and software vendors to transition to Inline
XBRL and adjust to the elimination of the extended filing period. Given
that any fixed cost of initial transition may have a relatively greater
impact on smaller filers, this approach will give such filers time to
develop related expertise, as well as the opportunity to benefit from
the experience of larger filers with Inline XBRL. The phase-in is also
expected to provide filing agents and software vendors with additional
time to transition to Inline XBRL and develop related expertise.
    Similar to the proposal and consistent with a commenter's
suggestion,\173\ the amendments will permit all filers to file using
Inline XBRL prior to the compliance date for each category of filers.
Filers will be able to file in Inline XBRL under the amendments once
the EDGAR system has been modified to accept submissions in Inline XBRL
for all forms subject to the amendments, which is anticipated to be
March 2019.\174\ Notice of EDGAR system readiness to accept filings in
Inline XBRL will be provided in a manner similar to notices of taxonomy
updates and EDGAR Filer Manual updates. We believe that offering filers
the option to file using Inline XBRL before the compliance date will
enable filers that are ready to transition to Inline XBRL to begin
realizing the benefits of Inline XBRL sooner. It will also enable
vendors and filing agents used by early Inline XBRL adopters to gain
valuable expertise that may help facilitate the transition to Inline
XBRL for filers that transition to Inline XBRL at a later time.
Otherwise, prior to the applicable compliance date, filers that do not
file using Inline XBRL will continue to be required to submit the
entire Interactive Data File as an exhibit, as they do currently.\175\
---------------------------------------------------------------------------

    \173\ See letter from Workiva II.
    \174\ Operating companies may continue to voluntarily file
certain Exchange Act reports in Inline XBRL prior to that time
pursuant to the Exemptive Order, which will cease to be operative
once voluntary reporting under the amendments is permitted. See note
48 above and accompanying text.
    \175\ See new Rule 405(f)(2) and (3).
---------------------------------------------------------------------------

d. Scope of the Inline XBRL Requirements
    The Inline XBRL requirements for financial statement information
will apply to all operating company filers, including smaller reporting
companies (``SRCs''),\176\ EGCs, and FPIs that are currently required
to submit financial statement information in XBRL. Several commenters
supported our proposal not to exempt individual categories of operating
company filers subject to XBRL requirements from the Inline XBRL
requirement, citing data quality

and efficiency reasons.\177\ One commenter did not specifically address
an exemption from the Inline XBRL format requirement but recommended
exempting EGCs, SRCs, and nonaccelerated filers from XBRL requirements
generally, citing concerns about cost and lack of use of XBRL
data.\178\
---------------------------------------------------------------------------

    \176\ See Rule 405 under the Securities Act, Rule 12b-2 under
the Exchange Act and Item 10(f) of Regulation S-K [17 CFR
229.10(f)].
    \177\ See, e.g., letters from CFA Institute, Merrill,
Morningstar, and XBRL US.
    \178\ See letter from BIO. But see AICPA Study (discussing XBRL
preparation costs for smaller filers) and note 67 above (discussing
XBRL data use for smaller filers and biotechnology companies).
---------------------------------------------------------------------------

    We do not expect Inline XBRL to significantly affect the overall
costs of compliance with XBRL requirements. While filers may incur a
small initial transition cost, they also may realize reductions in
ongoing costs of compliance with XBRL requirements.\179\ Furthermore,
filers may realize reductions in ongoing costs due to the elimination
of the website posting requirement. We have sought to alleviate the
initial transition burden for filers through phased compliance dates.
Given the benefits expected from the Inline XBRL requirement, the
overall readiness of the Inline XBRL technology, and the input from
commenters regarding vendor readiness, we are not exempting any filers
that are subject to existing XBRL requirements. Exempting some
categories of filers subject to XBRL requirements from Inline XBRL
could reduce the aggregate data quality and usability benefits for
investors, analysts, and other users and create a need for investors
and other data users to maintain indefinitely the support for both sets
of technologies, potentially resulting in ongoing inefficiencies.
---------------------------------------------------------------------------

    \179\ See Sections III.B.1.a and V.C below.
---------------------------------------------------------------------------

    Some commenters addressed the scope of information subject to XBRL
requirements more generally, although no such changes were contemplated
as part of the Inline XBRL Proposing Release.\180\ Several commenters
expressed overall support for XBRL requirements in general \181\ or
suggested expanding the scope of operating company information that is
required to be tagged,\182\ or is permitted to be tagged,\183\ in XBRL,
while other commenters recommended exemptions from XBRL requirements
for certain operating companies \184\ or funds,\185\ citing concerns
about cost.
---------------------------------------------------------------------------

    \180\ See Inline XBRL Proposing Release, at 14291.
    \181\ See, e.g., letters from CFA Institute, Grant Thornton,
Members of Congress, Morningstar, TagniFi, XBRL International, and
XBRL US.
    \182\ See, e.g., letters from CFA Institute, Data Coalition,
Merrill, XBRL International, and XBRL US.
    \183\ See letter from Gartner.
    \184\ See note 178 above.
    \185\ See letters from Federated I and II (recommending that we
exempt funds from XBRL or replace XBRL with XML on Form N-CEN); ICI
I and II (recommending that we exempt funds from XBRL); USBFS
(recommending that we require funds to submit XBRL data only for
forms of their prospectus that have been used to sell shares of the
fund).
---------------------------------------------------------------------------

    Two commenters recommended that, to the extent that the Commission
wishes to modernize structured disclosure requirements for fund filers,
it should rescind the existing XBRL requirements for risk/return
summary information and replace them with requirements to tag certain
risk/return summary information in the XML format on Form N-CEN.\186\
Another commenter recommended that risk/return summary XBRL
requirements apply only to forms of prospectuses that have been used to
sell shares of the fund.\187\
---------------------------------------------------------------------------

    \186\ See letters from Federated (stating that filing tagged
data on Form N-CEN would create consistency in data tagging language
and allow the Commission and third-party information providers to
access important data about a fund in one location) and ICI. See
also Release No. IC-32314 (Oct. 13, 2016) [81 FR 81870]. We note
that, while funds are currently required to update their
registration statements and file new XBRL data every time risk/
return summary information changes, there is no requirement to
update Form N-CEN (filed annually) for intra-year changes to its
information. Therefore, filing risk/return summary tagged data on
Form N-CEN could result in investors receiving risk/return summary
information in a less timely manner.
    \187\ See letter from USBFS.
---------------------------------------------------------------------------

    As the Commission stated in the Inline XBRL Proposing Release,
these amendments are aimed at modernizing existing XBRL requirements to
incorporate developments in the XBRL technology since the 2009 adoption
of these requirements.\188\ Therefore, at this time, we are not
changing the categories of operating company or fund filers, or the
scope of operating company or fund disclosures, that are subject to
these XBRL requirements.
---------------------------------------------------------------------------

    \188\ See Inline XBRL Proposing Release, at 14291.
---------------------------------------------------------------------------

2. Elimination of the Website Posting Requirements
    We are adopting, as proposed, the elimination of the XBRL website
posting requirements for financial statement information and risk/
return summaries.\189\
---------------------------------------------------------------------------

    \189\ Website posting is currently required by Rule 405(g) and
General Instruction C.3.(g) to Form N-1A.
---------------------------------------------------------------------------

    In the 2009 Financial Statement Information Adopting Release and
the 2009 Risk/Return Summary Adopting Release, the Commission stated
that it thought that the website availability of the interactive data
would encourage its widespread dissemination, make it easier and faster
for investors to collect information on a particular filer, enable
search engines and other data aggregators to more quickly and cheaply
aggregate the data and make them available to investors, and
potentially increase the reliability of data availability to the
public.\190\ However, the Commission also noted that this benefit could
be limited since investors seeking to aggregate machine-readable XBRL
data across companies, manually or through an automated process, may
find XBRL exhibits posted on individual filers' websites less
useful.\191\
---------------------------------------------------------------------------

    \190\ See 2009 Financial Statement Information Adopting Release,
at 6791-6792. Similarly, in adopting the website posting requirement
for risk/return summary XBRL information, the Commission stated that
website availability of the interactive data will encourage its
widespread dissemination, contributing to lower access costs for
users. See 2009 Risk/Return Summary Adopting Release at 7755-7756.
    \191\ See 2009 Financial Statement Information Adopting Release,
at 6807. See also 2009 Risk/Return Summary Adopting Release, at
7767, n. 263 (``We believe the benefits will stem primarily from the
requirement to submit interactive data to the Commission and the
Commission's disseminating that data.'').
---------------------------------------------------------------------------

    We believe, based on our experience, that users of XBRL data
generally do not seek the information directly from individual filers'
websites; rather, they obtain the data from a more central repository
of the data, such as the Commission's EDGAR system or third-party
aggregators. We believe that access to XBRL data for purposes of
aggregation and processing, whether by data aggregators or individual
data users, is most efficiently achieved when such machine-readable
data is consistently organized (e.g., with respect to directory
structure) and made available at a single source. Based on our
experience since the Commission adopted the website posting
requirements in 2009, we believe that potential data users can obtain
sufficiently reliable access to XBRL data through EDGAR and do not need
the backup of a website posting on a filer's website to access the XBRL
data. Thus, data users should not incur significant costs from the
elimination of the requirement to post the XBRL data on filers'