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

    Advancements in technology support greater use of incorporation by
reference. In Securities Offering Reform, the Commission expanded the
use of incorporation by reference conditioned on the registrant making
its incorporated Exchange Act reports and other materials readily
accessible on a Web site maintained by or for the

registrant.\1009\ By conditioning the ability to incorporate by
reference on the ready availability of a registrant's incorporated
Exchange Act reports and other materials on its Web site, the
Commission sought to provide investors with the ability to obtain the
information from those reports and materials at the same time that they
would have been able to obtain the information if it were set forth
directly in the registration statement.\1010\
---------------------------------------------------------------------------

    \1009\ See General Instruction VII.F. to Form S-1; General
Instruction VI.F to Form F-1.
    \1010\ See Securities Offering Reform Release. Issuers may
satisfy this condition by including hyperlinks directly to the
reports or other materials filed on EDGAR or on another third-party
Web site where the reports or other materials are available and
access to the reports or other materials is free of charge to the
user. See General Instruction VII.F. to Form S-1; General
Instruction VI.F to Form F-1. The Commission noted that this manner
of access was similar to those for disclosure of Web site access to
an accelerated filer's Exchange Act reports. See Securities Offering
Reform Release. In adopting the requirements for accelerated filers,
the Commission noted that, while these reports were already
available through the Commission Web site, access through company
Web sites was still desirable to encourage the availability of
information in a variety of locations and to foster best practices
for making that information broadly accessible. See Acceleration of
Periodic Report Filing Dates and Disclosure Concerning Web site
Access to Reports, Release No. 33-8128 (Sept. 5, 2002) [67 FR 58480
(Sept. 16, 2002)].
---------------------------------------------------------------------------

3. Request for Comment
    296. To what extent does including previously disclosed information
along with recent developments in a single self-contained filing
facilitate an investor's understanding of a registrant's disclosure?
Does repeating information that previously has been disclosed hinder an
investor's ability to identify information that has changed since the
registrant's last report? Does providing previously disclosed
information along with information that is new or has changed better
enable investors to consider the changes in context? If so, should we
structure our requirements to elicit disclosure that highlights changes
from a registrant's last report and provides a comprehensive discussion
in a single location?
    297. Should we expand or limit registrants' ability to incorporate
by reference? Why or why not? Does incorporation by reference make the
disclosure more or less readable?
    298. Are there particular filings or sections of filings that
should remain direct sources of disclosure information, rather than
permitting incorporation by reference? If so, what information should
be located consistently and in which filings? Which sections of those
filings should contain the information? For example, is it more
important for an investor to have information included directly and in
full in a Securities Act registration statement than it is in an
Exchange Act filing?
    299. Should our requirements to provide historical and recent
information within a single self-contained filing differ for
registrants of different sizes, development stages, reporting histories
or other factors?
    300. Should registrants be permitted to incorporate by reference
historical information from prior filings in lieu of presenting prior
years' information in the Form 10-K? If so, when or how frequently
should we require registrants to present or refresh their complete core
disclosure? Should we limit this approach to certain categories of
registrants and, if so, how should we determine which categories would
be eligible?
    301. Should we expand or limit registrants' ability to incorporate
by reference to exhibits? Why or why not? Does incorporation by
reference make it more difficult to locate exhibits?
    302. To what extent does the flexibility to use incorporation by
reference reduce compliance and administrative costs to registrants of
preparing and disseminating disclosures? Please provide quantifications
if possible.

C. Hyperlinks

    Under Rule 105 of Regulation S-T, a registrant may include
hyperlinks within a filing, such as a table of contents that hyperlinks
to specific sections in a filing or a cross-reference that hyperlinks
to another part of a filing.\1011\ Rule 105 also allows registrants to
include hyperlinks to exhibits within the same filing or hyperlinks to
other Commission filings.\1012\ However, registrants may not include
hyperlinks to information outside the EDGAR system, such as external
Web sites.\1013\
---------------------------------------------------------------------------

    \1011\ Rule 105(b) of Regulation S-T [17 CFR 232.105(b)].
    \1012\ Id.
    \1013\ Rule 105 of Regulation S-T [17 CFR 232.105].
---------------------------------------------------------------------------

    Of the two formats that are generally accepted by the EDGAR system,
the text-based American Standard Code for Information Interchange
(``ASCII'') and hypertext markup language (``HTML''),\1014\ only the
HTML format accommodates hyperlinks. Currently, the vast majority of
registrants file in HTML format.\1015\ Many of these registrants
include hyperlinks within their filings.
---------------------------------------------------------------------------

    \1014\ The EDGAR system also accepts PDF documents, but will not
accept PDF documents containing hyperlinks. See, e.g., EDGAR Filer
Manual, Vol. I, v. 24 (Dec. 2015) at 3-27. Most PDF documents are
considered unofficial copies, and PDF documents are permitted as
official filings only in limited circumstances. See Rules 101 and
104 of Regulation S-T [17 CFR 232.101 and 17 CFR 232.104].
    \1015\ Based on data compiled by DERA, during calendar year
2015, ASCII represented less than one percent of all Form 10-K
filings.
---------------------------------------------------------------------------

    If a registrant includes a hyperlink in its filing, whether or not
the link is permitted by Commission rules, the information in the
linked material is not considered part of the filing for determining
compliance with disclosure obligations. However, inclusion of the link
will cause the registrant to be subject to the civil liability and
antifraud provisions of the federal securities laws for the information
contained in the linked material.\1016\ Similarly, if a registrant
hyperlinks to another hyperlink, the registrant will be treated as
making all the hyperlinked material its own for liability
purposes.\1017\
---------------------------------------------------------------------------

    \1016\ Rule 105(c) of Regulation S-T [17 CFR 232.105(c)].
    \1017\ See Rulemaking for EDGAR System, Release No. 33-7855
(Apr. 24, 2000) [65 FR 24788 (Apr. 27, 2000)] (``2000 EDGAR
Release'').
---------------------------------------------------------------------------

1. Comments Received
    S-K Study. None.
    Disclosure Effectiveness. Two commenters recommended amending
Regulation S-K to specifically encourage use of hyperlinks within a
filing.\1018\ One of these commenters recommended requiring registrants
to include a hyperlink to any material that is cross-referenced or
incorporated by reference.\1019\ The other commenter suggested allowing
a hyperlink to information posted on a registrant's Web site to satisfy
disclosure requirements.\1020\
---------------------------------------------------------------------------

    \1018\ See Shearman; ABA 2.
    \1019\ See ABA 2.
    \1020\ See Shearman.
---------------------------------------------------------------------------

2. Discussion
    In 2000, the Commission stated that it is appropriate for
registrants to assume liability for hyperlinked material as if it were
part of the filing, because the use of hyperlinks in filings is
voluntary and filers need not hyperlink to material that they do not
wish to be understood as having adopted as their own. The Commission
cautioned registrants not to use hyperlinks if they are not prepared to
accept responsibility for the hyperlinked material.\1021\
---------------------------------------------------------------------------

    \1021\ See 2000 EDGAR Release.
---------------------------------------------------------------------------

    The EDGAR system initially permitted hyperlinks only to different
sections within a single document. In 2000, when the Commission
expanded the permissibility of hyperlinks to allow hyperlinks to other
documents and exhibits filed on EDGAR, the Commission stated that
hyperlinks

alone should not satisfy the disclosure requirements.\1022\ The
Commission noted that it would not be appropriate for a registrant to
use hyperlinks effectively to use incorporation by reference when it is
not permitted.\1023\ In addition, when the form or rule does permit
incorporation by reference, the registrant must comply with all of the
form or rule requirements for such incorporation by reference.\1024\
---------------------------------------------------------------------------

    \1022\ See id.
    \1023\ See id. (stating that a filer would be permitted to use
hyperlinks to optional information for the convenience of the
reader, but could not omit information required within the filing by
providing it through a hyperlink).
    \1024\ For example, the filing must contain a statement that the
document is incorporated by reference, whether or not there is a
hyperlink. As another example, Form 10-K may incorporate information
from a registrant's annual report to security holders, so long as
the information is filed as an exhibit to the Form 10-K. This
exhibit is needed even if the information also is provided by
hyperlink. See Section V.B for a discussion of incorporation by
reference.
---------------------------------------------------------------------------

    The Commission's rationale for limiting the use of hyperlinks was
that readers might be unable to understand the content of the filing
without accessing numerous hyperlinks and that readers would be unable
to print the filing as an integrated whole.\1025\ In 2008, in its
guidance on the use of company Web sites, the Commission stated that
the inability to print disclosure designed for interactive viewing and
not for reading outside the electronic context, is not inherently
detrimental to its readability.\1026\ However, it also noted that
certain disclosure would continue to be required in a format convenient
for both reading online and printing.\1027\
---------------------------------------------------------------------------

    \1025\ See id.
    \1026\ See 2008 Web site Guidance.
    \1027\ See id. (stating that the Commission did not think it was
necessary that information appearing on company Web sites satisfy a
printer-friendly standard unless our rules specifically require it,
such as the notice and access model, which requires electronically
posted proxy materials to be presented in a format convenient for
both reading online and printing on paper). For a discussion of
disclosure on company Web sites, see Section V.D.
---------------------------------------------------------------------------

    Since this 2008 guidance, there has been a significant increase in
the use of the Internet as a tool for disseminating information. As of
2014, eighty-seven percent of the U.S. population uses the Internet, up
from seventy-four percent in 2008.\1028\ In addition, recent data shows
that most investors, even those who rely on financial advisors, use the
Internet to conduct transactions and gather financial
information.\1029\ There have also been advancements in the types of
technologies that can be used to report and analyze information.\1030\
In light of these developments, we are interested in learning whether
the Commission's prior concerns about disaggregated disclosure remain
relevant. We are seeking public input on whether and how to revise our
rules to take advantage of the Internet as a source of information
about registrants.
---------------------------------------------------------------------------

    \1028\ See United Nations, International Telecommunications
Union, Percentage of Individuals using the Internet (2015),
available at http://www.itu.int/en/ITU-D/Statistics/Documents/statistics/2015/Individuals_Internet_2000-2014.xls.
    \1029\ See Most Investors Use the Internet for Financial
Research, Tools and Transactions; However, Two-Thirds Prefer to
Interact with Advisors in Person, Dec. 17, 2014, available at http://www.johnhancock.com/about/news_details.php?fn=dec1714-text&yr=2014
(citing John Hancock's Investor Sentiment Survey and stating that
eighty percent of investors have conducted transactions online and
fifty-nine percent of investors prefer to use the Internet to
research financial products).
    \1030\ See 2015 Investment Company Release; World Economic
Forum, Global Agenda Outlook 2013, available at http://www3.weforum.org/docs/WEF_GAC_GlobalAgendaOutlook_2013.pdf (noting
that technologies have evolved and continue to do so, while vast
amounts of data are sent and received by billions of interconnected
devices).
---------------------------------------------------------------------------

3. Request for Comment
    303. Should we consider revising our rules to permit registrants to
include external hyperlinks in their filings? Should we consider
permitting registrants to include external hyperlinks in their filings
to satisfy disclosure obligations? Why or why not? What would be the
benefits and challenges of such a requirement? \1031\
---------------------------------------------------------------------------

    \1031\ For a discussion of the use of company Web sites and our
requests for comment on permitting registrants to incorporate
information from their Web sites by reference in their flings, see
Section V.D.
---------------------------------------------------------------------------

    304. Would increased use of hyperlinks and further disaggregation
of company disclosure into multiple filings hinder the quality or
readability of disclosure? If so, how? What information, if any, should
we require in a single filing or location?
    305. Should we require registrants to include hyperlinks with any
cross-reference to specific information or a specific section within a
filing? Why or why not? What would be the benefits and challenges of
such a requirement? In particular, what would be the costs or savings
in compliance and administrative costs to registrants of required
hyperlinks?
    306. As suggested by one commenter,\1032\ should we eliminate the
requirement under Rule 12b-23 to attach, as an exhibit, information
incorporated by reference from another filing, so long as the
registrant includes in the text a hyperlink to the other filing?
---------------------------------------------------------------------------

    \1032\ See ABA 2.
---------------------------------------------------------------------------

D. Company Web sites

    In certain circumstances, our rules and forms either permit or
require the use of company Web sites as a means to provide information
to investors. Depending on the circumstances, company Web sites may
serve as a supplement to material filed or furnished via EDGAR, as an
alternative to such materials, or as a stand-alone method of providing
information to investors independent of EDGAR.\1033\ Our rules do not
permit a registrant to satisfy disclosure requirements by incorporating
by reference to information on registrant Web sites.\1034\
---------------------------------------------------------------------------

    \1033\ See 2008 Web site Guidance. More recently, in April 2013,
in connection with an investigation of the use of social media to
announce operational metrics, the Commission provided guidance to
issuers on how the 2008 Web site Guidance and Regulation FD apply to
disclosure made through social media channels. See Report of
Investigation Pursuant to Section 21(a) of the Securities Exchange
Act: Netflix, Inc. and Reed Hastings, Release No. 34-69279 (Apr. 2,
2013), available at https://www.sec.gov/litigation/investreport/34-69279.htm.
    \1034\ See Item 10(d) of Regulation S-K [17 CFR 229.10(d)]
(providing that where rules, regulations or instructions to forms
permit, a document may be incorporated by reference to the specific
document and to the prior filing or submission in which such
document was physically filed or submitted).
---------------------------------------------------------------------------

    When a company Web site supplements Commission filings, company
information is available both on EDGAR and on the company's Web site.
We have encouraged or required supplemental use of Web sites to make
information more broadly accessible. For example, registrants are
required to:
     Disclose their Web site addresses, if available, in annual
reports on Form 10-K and state whether their Exchange Act reports are
available on their Web sites; \1035\
---------------------------------------------------------------------------

    \1035\ Accelerated filers and large accelerated filers are
required to disclose this information. Non-accelerated filers are
encouraged to do so. See Item 101(e) of Regulation S-K [17 CFR
229.101(e)].
---------------------------------------------------------------------------

     make their Exchange Act reports and documents incorporated
by reference available on their Web site as a condition to
incorporation by reference of previously filed reports into
prospectuses filed as part of registration statements on Form S-1 or
Form S-11; \1036\
---------------------------------------------------------------------------

    \1036\ See Form S-1, General Instruction VII.F [17 CFR 239.11];
Form S-11, General Instruction H.6 [17 CFR 239.18]. In the adopting
release for the Form S-11 amendments, the Commission noted that
companies could satisfy the requirement to make filings available on
their Web sites by ``including hyperlinks directly to the reports or
other materials filed on EDGAR or on another third-party Web site
where the reports or other materials are made available in the
appropriate timeframe and access to the reports or other materials
is free of charge to the user.'' See Revisions to Form S-11 to
Permit Historical Incorporation by Reference, Release No. 33-8909,
(Apr. 10, 2008) [73 FR 20512 (Apr. 15, 2008)].

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

     make their Exchange Act reports and other materials
incorporated by reference available on their Web site as a condition
for SRCs to forward incorporate by reference into a Form S-1; \1037\
---------------------------------------------------------------------------

    \1037\ See FAST Act Interim Rules Release.
---------------------------------------------------------------------------

     provide their financial statements to the Commission and
post them on their corporate Web site, if any, in interactive data
format using XBRL;\1038\
---------------------------------------------------------------------------

    \1038\ See Rule 405 of Regulation S-T [17 CFR 232.405] and Item
601(b)(101) of Regulation S-K [17 CFR 229.601(b)(101)]. In adopting
the interactive data requirements, the Commission stated that
requiring the submission and posting of interactive data has the
potential to provide advantages for the investing public by making
the data more accessible, timely, inexpensive and easier to analyze.
See Interactive Data Release.
---------------------------------------------------------------------------

     post on their Web sites, if they maintain one, notice of
their intent to delist or deregister their securities as a condition to
withdrawing from registration under Section 12(b) of the Exchange
Act;\1039\ and
---------------------------------------------------------------------------

    \1039\ Exchange Act Rule 12d2-2(c)(2)(iii) [17 CFR 240.12d2-
2(c)(2)(ii)].
---------------------------------------------------------------------------

     post on their Web sites, if they maintain one, beneficial
ownership reports filed by officers, directors and principal security
holders under Section 16(a) of the Exchange Act.\1040\
---------------------------------------------------------------------------

    \1040\ See Exchange Act Section 16(a)(4)(C) [15 U.S.C. 78p] and
Rule 16a-3(k) [17 CFR 240.16a-3(k)]. Section 403 of the Sarbanes-
Oxley Act [Pub. L. 107-204, Sec. 403 116 Stat. 745 (2002)] amended
Section 16(a) of the Exchange Act [15 U.S.C. 78p] to require issuers
to file statements of beneficial ownership on Forms 3, 4 and 5
electronically with the Commission and issuers with company Web
sites to post change in beneficial ownership reports on their Web
sites. The Commission adopted Rule 16a-3(k) to require registrants
that maintain a corporate Web site to post on its Web site all Forms
3, 4 and 5 filed with respect to its equity securities by the end of
the business day after filing. The Commission noted that ``One
objective of the amendments is to encourage availability of this
information in a variety of locations, so that it is broadly
accessible.'' See Mandated Electronic Filing and Web site Posting
for Forms 3, 4 and 5, Release No. 33-8230 (May 7, 2003) [68 FR 25787
(May 13, 2003)].
---------------------------------------------------------------------------

    In some situations, registrants may satisfy a disclosure
requirement either by filing the disclosure on EDGAR or by making it
available on the registrant's Web site, thereby using company Web sites
as an alternative to EDGAR.\1041\ For example, Regulation G requires a
registrant that publicly discloses or releases a material non-GAAP
financial measure to provide reconciliation to the most directly
comparable U.S. GAAP measure. A registrant that releases non-GAAP
financial measures orally, telephonically, by webcast, by broadcast, or
by similar means may satisfy Regulation G by posting the required
reconciliation on its Web site and disclosing the location and
availability during the presentation.\1042\
---------------------------------------------------------------------------

    \1041\ See 2008 Web site Guidance.
    \1042\ See Non-GAAP Measures Release.
---------------------------------------------------------------------------

    In addition, Item 406(c) of Regulation S-K, which requires
disclosure of a registrant's code of ethics, requires the registrant
to: File a copy of its code of ethics as an exhibit to its annual
report; post the text of its code of ethics on its Web site and
disclose in its annual report its Web site address and the fact that it
has posted its code of ethics on its Web site; or undertake in its
annual report to provide any person a copy of its code of ethics upon
request.\1043\ The Commission originally proposed to require a
registrant to file a copy of its code of ethics as an exhibit to its
annual report.\1044\ At adoption, the Commission opted for greater
flexibility, citing commenters' concerns that some codes are extremely
lengthy and therefore would be difficult to file electronically on
EDGAR and noting that many registrants already post their codes on
their Web sites. In addition, our rules require disclosure on either
Form 8-K or the registrant's Web site of any change to or waiver of its
code of ethics for its senior financial officers.\1045\
---------------------------------------------------------------------------

    \1043\ Item 406(c) of Regulation S-K [17 CFR 229.406(c)].
    \1044\ See Proposed Rule: Disclosure Required by Sections 404,
406 and 407 of the Sarbanes-Oxley Act of 2002, Release No. 33-8138
(Oct. 22, 2002) [67 FR 66208 (Oct. 30, 2002)].
    \1045\ See Sarbanes-Oxley Act, Section 406(b) [Pub. L. 107-204,
Sec. 406(b) 116 Stat. 745 (2002)]. See also Audit Committee
Financial Expert and Code of Ethics Adopting Release. A registrant
may only use its Web site to disseminate this disclosure if it
previously has disclosed in its most recently filed annual report
its intention to disclose these events via its Web site and the
address of its Web site.
---------------------------------------------------------------------------

    Only in very limited circumstances do our rules allow a company's
Web site to serve as a standalone method of providing information to
investors wholly independent of EDGAR. Rules 12h-6 and 12g3-2(b) permit
certain formerly reporting foreign private issuers to use their Web
sites to provide information about the company in lieu of Exchange Act
registration and reporting requirements. Unlike the examples above,
where registrants' alternative to posting the information on their Web
sites is to include it in a Commission filing, these companies are
required to include the relevant disclosure on their Web sites.
Otherwise, these companies would lose their exemption from registration
under Section 12(g) of the Exchange Act.
1. Comments Received
    S-K Study. None.
    Disclosure Effectiveness. One commenter recommended that particular
focus should be given to adapting disclosure practices to a more
technologically-driven marketplace.\1046\ Two commenters suggested that
registrants be permitted to use their Web sites to satisfy certain
disclosure requirements such as those relating to their business,
management team, and board.\1047\ One of these commenters recommended
that registrants use their Web site as a repository for basic corporate
documents, such as a company's certificate of incorporation or
bylaws.\1048\ Another commenter opposed the delivery of information
using a registrant's Web site because it would ``raise issues,
including liability matters, certifications, preservation of past
disclosure, comparability and accessibility that would need to be
addressed.'' \1049\ Another commenter stated that ``having some
information on a company Web site and other information on EDGAR can
cause confusion for investors because they are often unsure where, if
anywhere, information will be, and information provided on company Web
sites is often difficult to find.'' \1050\
---------------------------------------------------------------------------

    \1046\ See Lin.
    \1047\ See CCMC (suggesting companies cross-reference their Web
sites to satisfy certain disclosure obligations); Shearman
(suggesting companies file certain core corporate information both
on EDGAR and the company's Web site).
    \1048\ See Shearman.
    \1049\ See SCSGP.
    \1050\ See letter from the Federal Regulation of Securities
Committee, Business Law Section, American Bar Association (Feb. 15,
2016) (``ABA 3'').
---------------------------------------------------------------------------

    Another commenter acknowledged the potential efficiency to be
gained through use of the Internet and electronic delivery, but
suggested that, to protect the interests of investors who rely on paper
delivery, the Commission should take steps to protect the interests or
access of investors who depend on non-electronic access to
information.\1051\
---------------------------------------------------------------------------

    \1051\ See AFL-CIO.
---------------------------------------------------------------------------

2. Discussion
    As noted by several commenters, today's technology provides
virtually instant access to information through a variety of sources
outside of EDGAR, including company Web sites.\1052\ The Internet has
become a primary source of information for investors. We are seeking
public input on whether and the extent to which investors benefit from
requiring disclosure in a filing when the information is readily
available on the registrant's Web site. We are also interested in what
additional investor protections we should consider in the event we
allow registrants to exclude required information from filings when the
information is otherwise provided on their Web sites, such as
requirements

for registrants to preserve disclosure provided on their Web site.
---------------------------------------------------------------------------

    \1052\ See, e.g., CCMC; SCSGP; CFA Institute; Shearman; ABA 2.
---------------------------------------------------------------------------

    Currently, investors typically can access registrants' public
filings since 1996 through EDGAR.\1053\ Investors may request other
public filings or records from the Commission.\1054\ However,
information posted on company Web sites may change frequently and may
not remain available to investors. Certain of our rules that allow
registrants to disseminate information through their Web sites in lieu
of including that information in a filing also require the registrant
to maintain that information for a designated period of time. For
example, registrants posting their code of ethics on their Web site
under Item 406(c) are required to make the information accessible for
as long as the registrant remains subject to Item 406.\1055\ Similarly,
registrants required to post Exchange Act Section 16(a) filings on
their Web sites are required to keep those filings accessible on their
Web sites for at least a 12-month period.\1056\ As another example,
while Regulation G does not specify how long a registrant must keep
disclosure available on its Web site, the Commission encourages
companies to provide ongoing Web site access to this information for at
least a 12-month period.\1057\
---------------------------------------------------------------------------

    \1053\ Registrants were phased into EDGAR over a three-year
period ending May 6, 1996. As of that date, all domestic registrants
were required to make their filings on EDGAR, except for filings
made in paper because of a hardship exemption. See Rulemaking for
EDGAR System, Release No. 33-7122 (Dec. 19, 1994) [59 FR 67752 (Dec.
30, 1994)]; U.S. Securities and Exchange Commission, Office of
Information Technology, Important Information About EDGAR, available
at, https://www.sec.gov/edgar/aboutedgar.htm.
    \1054\ See U.S. Securities and Exchange Commission, Office of
Investor Education and Advocacy, Records and Information, available
at, http://www.sec.gov/answers/publicdocs.htm.
    \1055\ Instruction 2 to Item 406(c) of Regulation S-K [17 CFR
229.406(c)].
    \1056\ Exchange Act Rule 16a-3(k) [17 CFR 240.16a-3(k)]. In
addition, the Commission has stated that the availability of
historical issuer information provides investors with more readily
accessible information about the issuer and that issuers should be
able to maintain historical information on their Web site so that
information will remain accessible to the public but will not be
considered to be reissued or republished for purposes of the
Securities Act. See Securities Offering Reform Release.
    \1057\ See Non-GAAP Measures Release.
---------------------------------------------------------------------------

    For historical information available on company Web sites, the
Commission has stated generally that ``the fact that investors can
access previously posted materials or statements on a company's Web
site does not in itself mean that such previously posted materials or
statements have been reissued or republished for purposes of the
antifraud provisions of the federal securities laws, that the company
has made a new statement, or that the company has created a duty to
update the materials or statements.'' \1058\ To help assure that
investors understand that the posted materials or statements speak as
of a date or period earlier than when the investor may be accessing the
posted materials or statements, the Commission has stated that
historical or previously posted materials or statements should be:
---------------------------------------------------------------------------

    \1058\ See 2008 Web site Guidance.
---------------------------------------------------------------------------

     Separately identified as historical or previously posted
materials or statements, including, for example, by dating the posted
materials or statements; and
     located in a separate section of the Web site containing
previously posted materials or statements.\1059\
---------------------------------------------------------------------------

    \1059\ See id. These requirements are consistent with Securities
Act Rule 433(e)(2) [17 CFR 230.433(e)(2)] (setting forth conditions
under which Web site disclosure will not constitute an offer or a
free writing prospectus).
---------------------------------------------------------------------------

    In other contexts, the Commission has expressed concerns about
whether information disclosed on company Web sites would be adequately
preserved for purposes of the reporting and liability provisions under
the federal securities laws.\1060\
---------------------------------------------------------------------------

    \1060\ See, e.g., 2014 NRSRO Amendments Release; 2015 Investment
Company Release.
---------------------------------------------------------------------------

    Information on company Web sites currently is subject to some but
not all Exchange Act liability provisions. Anti-fraud provisions of the
federal securities laws, including Exchange Act Section 10(b) and Rule
10b-5, apply to statements made on a company Web site. If a registrant
were to make a false or misleading statement of a material fact on its
Web site in connection with the purchase or sale of a security, the
registrant could face liability under Section 10(b) and Rule 10b-5.
These anti-fraud provisions also apply in certain circumstances to
third-party information available via hyperlink on a company Web site
that could be attributable to the company, in the same way they would
apply to any other statement made by, or attributable to, a
company.\1061\
---------------------------------------------------------------------------

    \1061\ 15 U.S.C. 78j; 17 CFR 240.10b-5. See 2008 Web site
Guidance (citing Use of Electronic Media for Delivery Purposes,
Release No. 33-7233 (Oct. 6, 1995) [60 FR 53458 (Oct. 13, 1995)]);
Use of Electronic Media, Release No. 33-7856 (Apr. 28, 2000) [65 FR
25843 (May 4, 2000)]).
---------------------------------------------------------------------------

    The reporting provisions of Exchange Act Section 13(a) and Exchange
Act Rules 13a-1 and 12b-20 generally do not apply to disclosures on
company Web sites. However, if a company fails to satisfy a Web site
disclosure option that relieves it of its obligation to file or furnish
an Exchange Act report, an action could be brought under the Exchange
Act reporting provisions based on the company's failure to file the
report.\1062\ For example, in the event a company fails to make public
disclosure of information as required by Regulation FD,\1063\ that
issuer would violate Regulation FD as well as Section 13(a) or Section
15(d) of the Exchange Act.\1064\
---------------------------------------------------------------------------

    \1062\ See 2008 Web site Guidance (citing Exchange Act Section
13(a) [15 U.S.C. 78m] (requiring companies with a class of
securities registered under the Exchange Act to file reports
prescribed by the Commission) and Exchange Act Rule 13a-1 [17 CFR
240.13a-1] (requiring such companies to file an annual report with
the Commission)).
    \1063\ 17 CFR 243.100 et seq.
    \1064\ See Regulation FD Release; Rule 101 of Regulation FD [17
CFR 243.101]; 15 U.S.C. 78m; 15 U.S.C. 78o(d).
---------------------------------------------------------------------------

    Material incorporated by reference into a filed document is subject
to liability under Section 18 of the Exchange Act, which provides a
private cause of action for a false or misleading statement of material
fact in a filed document.\1065\ Material appearing solely outside
Commission filings, such as on a registrant's Web site, cannot be
incorporated by reference into a registrant's filings \1066\ and would
not be subject to Section 18 liability.
---------------------------------------------------------------------------

    \1065\ 15 U.S.C. 78r.
    \1066\ Exchange Act Rule 12b-23 [17 CFR 240.12b-23].
---------------------------------------------------------------------------

    Liability under Sections 11 and 12(a)(2) of the Securities Act
applies to information in Exchange Act filings when it is incorporated
by reference in a registration statement or prospectus. Section 11
imposes liability on an issuer for any untrue statement or omission of
a material fact in a registration statement. Section 12(a)(2) of the
Securities Act imposes similar liability for material misstatements or
omissions in a prospectus or oral communication that constitutes an
offer. This liability also applies to information incorporated by
reference, where permitted, from Exchange Act filings filed after the
registration statement. Under our current rules, disclosure provided on
a registrant's Web site rather than in an Exchange Act filing cannot be
incorporated by reference into a registration statement or prospectus.
Accordingly, it would not be subject to Section 11 liability and would
only be subject to Section 12(a)(2) liability to the extent it
constitutes an offer.
3. Request for Comment
    307. Should we continue to limit the permitted sources of
information incorporated by reference to Commission filings, or should
we allow registrants to incorporate information from their Web sites?

    308. Are there challenges investors may face in using sources
outside registrant filings to obtain information about a registrant? If
so, what are these challenges? Would investors seeking information on a
registrant's Web site rather than in its filings require specialized
equipment, knowledge or expertise that some investors may not have?
What would be the impact on investors who want to receive materials in
paper? \1067\ What would be the impact on investors or third parties
who engage in automated processing or large-scale analysis of
disclosure on EDGAR?
---------------------------------------------------------------------------

    \1067\ See, e.g., Part I, Item 12(c) of Form S-3 (requiring
issuers to state that it will provide a copy of any or all of the
information, including Exchange Act reports, that has been
incorporated by reference in the prospectus upon request at no cost
to the requester).
---------------------------------------------------------------------------

    309. Would investors seeking information from third-party sources
require specialized equipment, knowledge or expertise that some
investors may not have? What would be the impact on investors who want
to receive materials in paper? What other challenges would this
approach pose for investors or for registrants?
    310. Do the benefits or challenges of incorporating information by
reference differ based on whether the information is incorporated from
a company's Web site or from its filings?
    311. If we allow registrants to provide required disclosure by
incorporating information by reference to their Web sites, how could
registrants limit or delineate the information on their Web sites that
is ``filed'' for liability purposes? What obligation should the
registrants have to preserve the material as incorporated or to update
the incorporated information? How should it be preserved in the event
the registrant exits the reporting system or goes out of business? What
would be the impact on the reporting and liability provisions of the
federal securities laws if this information is not preserved as
required?
    312. Are there categories of business or financial information that
we should permit registrants to disclose by posting on their Web sites
in lieu of including in their periodic reports?
    313. Should we permit registrants to meet the requirements of Item
601 of Regulation S-K by incorporating exhibits by reference to
documents posted on their Web sites? What would be the benefits and
challenges of such an approach?
    314. As an alternative to incorporation by reference, should we
allow registrants to omit required information from filings when the
information is otherwise provided on a registrant's Web site? If so,
what information would be appropriate and what additional investor
protections should we consider?
    315. To the extent that information about a registrant is readily
available on its Web site, what are the benefits of continuing to
require disclosure of the same information in the registrant's filings?
What would be the impact on registrant liability, accuracy of reported
information or investor protection generally if we eliminated
disclosure requirements for information that investors routinely access
from Web sites?
    316. Should we consider permitting incorporation by reference from
sources other than a registrant's filings or its Web site? If we allow
registrants to provide required disclosure by incorporating information
by reference to third-party sources, should we require them to include
a hyperlink to that information? Would registrants use such an option?
    317. What types of investors or third parties are most likely to
value disclosure made available on registrant Web sites?
    318. To what extent would permitting registrants to incorporate
information from their Web sites enable them to realize cost savings,
including savings in the administrative and compliance costs of
preparing and disseminating disclosure? Please provide quantifications
of expected changes in costs if possible.

E. Specific Formatting Requirements

    The business and financial disclosure requirements in Regulation S-
K generally do not specify the precise layout or format for
disclosure.\1068\ In adopting the earliest Exchange Act report forms,
the Commission's emphasis was ``on substance rather than on form,''
giving companies ``wide latitude in the manner of presenting the
required data.'' \1069\ Current Forms 10-K and 10-Q specify that they
are not a blank form to be filled in but a guide to be used in
preparing the report.\1070\
---------------------------------------------------------------------------

    \1068\ This section discusses formatting requirements that call
for a standardized visual presentation or layout of disclosure
within a registrant's ASCII or HTML filing. For a discussion of
structured disclosures and our requirements for specific data
formats to facilitate the extraction of information into
standardized formats, see Section V.G.
    \1069\ Release No. 34-66 (Dec. 21, 1934) [not published in the
Federal Register].
    \1070\ See General Instruction C.1 to Form 10-K [17 CFR
249.310]; General Instruction C.1 to Form 10-Q [17 CFR 249.308a]. In
addition, Form 10-K cites Exchange Act Rule 12b-20, which requires a
company to include, in addition to any information specifically
required to be included in a statement or report, any further
material information necessary to make the required statements, in
the light of the circumstances under which they are made, not
misleading. See General Instruction C.3 to Form 10-K [17 CFR
249.310]; Exchange Act Rule 12b-20 [17 CFR 240.12b-20].
---------------------------------------------------------------------------

    While our general approach allows registrants to use discretion in
the overall layout of their disclosure, a few items prescribe the
format for disclosure. In some cases, basic formatting requirements may
be standardized, such as the prescribed location, order or title of
required disclosure. For example, the structure of our periodic reports
and related rules require registrants to include the numbers and
captions of all items in the relevant form.\1071\ Some of our more
specific requirements seek to elicit standardized information, such as
prescribed tables with standardized rows and columns, such as the
tabular disclosure of contractual obligations in Item 303(a)(5).\1072\
---------------------------------------------------------------------------

    \1071\ See, e.g., Form 10-K [17 CFR 249.310]; Exchange Act Rule
12b-13 [17 CFR 240.12b-13].
    \1072\ Item 303(a)(5) of Regulation S-K [17 CFR 229.303(a)(5)].
While outside the scope of this release, Item 402 of Regulation S-K
provides another example of prescribed format requirement calling
for standardized tables with specified titles, rows, and columns for
the disclosure of certain executive compensation information. [17
CFR 229.402].
---------------------------------------------------------------------------

1. Comments Received
    S-K Study. None.
    Disclosure Effectiveness Initiative. Many commenters provided
recommendations on the placement or presentation of registrant
disclosure to facilitate identification of current, material
information.\1073\ Two commenters suggested that prior to creating and
implementing any new system, the Commission should encourage
registrants to experiment with different formats in periodic reports,
rather than strictly following the prescribed format of disclosure
items in the applicable form.\1074\ One of these commenters stated that
this would support reaching (and effectively communicating with) the
broadest possible set of investors.\1075\ This commenter also suggested
that our rules should incorporate the ``growing body of scholarship
around user experience'' to improve the utility of corporate reporting.
This commenter specified that some information lends itself well

to graphic presentation and that, where possible, reporting companies
should use graphics to communicate key trends and practices to
investors quickly and clearly. Another commenter suggested that we
encourage registrants to base the order, prominence and extent of
disclosures presented on the materiality of the matter covered by such
disclosures.\1076\ One commenter recommended a more complete and
descriptive table of contents to help investors navigate the current
volume of disclosure.\1077\ One commenter stated that disclosure in
``[p]lain language, clear formatting, no footnotes, no jargon, complete
information without having to jump to another site are critical and
doable.'' \1078\ Some commenters supported the concept of a ``company
profile'' or ``company tab'' discussed in the S-K Study.\1079\
---------------------------------------------------------------------------

    \1073\ See, e.g., AFL-CIO; T. Amy; letter from Robert H.
Chambers (June 13, 2014) (``R. Chambers''); CCMC; SCSGP; SIFMA; CFA
Institute; Shearman.; ABA 2; UK Financial Reporting Council;
Business Roundtable; Ernst & Young 2; Klein and Amy 3. Several of
these commenters proposed various changes to EDGAR technology and
related functionality to improve the readability, navigability, and
usability of information.
    \1074\ See AFL-CIO; SCSGP.
    \1075\ See AFL-CIO.
    \1076\ See Ernst & Young 2.
    \1077\ See T. Amy.
    \1078\ See letter from Barbara Amsden (Oct. 25, 2015).
    \1079\ See, e.g., CCMC; SCSGP; CFA Institute; Shearman. See also
S-K Study at 98 (recommending consideration of a framework based on
the nature and frequency of disclosure that would include ``core''
disclosure or a ``company profile'' for information that changes
infrequently and would be supplemented by periodic filings for
information that changes more frequently).
---------------------------------------------------------------------------

    One commenter recommended disclosure in Q&A form for certain common
risk factors, with standardized questions for all registrants allowing
only for potential responses of ``yes,'' ``no,'' or ``NA.'' \1080\
Another commenter provided results of a survey that it conducted
showing that a ``substantial majority of respondents (65 percent)
indicated that the increased use of tables and charts would be very
important to improving financial reporting.'' \1081\ This commenter
stated that investors want quantitative tables with entity-specific
information appropriately disaggregated and suggested that this
information should be supported by ``qualitative explanations that are
not littered with boilerplate or generic language.'' \1082\ This
commenter further stated that standardization of quantitative
disclosures would enhance comparability over time and among
firms.\1083\ Similarly, another commenter recommended that companies
consider the use of ``pie charts'' and ``bar charts'' to enhance
certain disclosure.\1084\
---------------------------------------------------------------------------

    \1080\ See R. Chambers.
    \1081\ See CFA Institute. See also CFA Report.
    \1082\ Id.
    \1083\ See id.
    \1084\ See Klein and Amy 3 (discussing disclosure of share
buyback programs).
---------------------------------------------------------------------------

2. Discussion
    A standard layout, format, or style requirement may enhance the
comparability of disclosures across periods and across issuers and
registrants. Such comparability and consistency may reduce the costs of
acquiring information, increase valuation accuracy, and enhance
investment efficiency.\1085\ A standardized presentation may also
reduce the ability of registrants to choose presentation formats that
could highlight more favorable disclosures and obscure less favorable
ones.
---------------------------------------------------------------------------

    \1085\ See, e.g., G. DeFranco, S.P. Kothari, and R. Verdi, The
Benefits of Financial Statement Comparability, 49 J. Acct. Res. 895,
895-931 (2011); S. Young and Y. Zeng, Accounting Comparability and
the Accuracy of Peer-Based Valuations Models, 90 Acct. Rev. 2571,
2571-2602 (2015); C. Chen, D. Collins, T. Kravet, and R.
Mergenthaler, Financial Statement Comparability and the Efficiency
of Acquisition Decisions (working paper) (Dec. 15, 2015) available
at http://papers.ssrn.com/sol3/papers.cfm?abstract_id=2169082.
---------------------------------------------------------------------------

    However, flexibility in the presentation of disclosure may enhance
the ability of registrants to tailor disclosure to their individual
circumstances and investor bases. Flexibility in presenting disclosure
could allow registrants to more effectively communicate the information
most critical to understanding their particular company as prescriptive
presentation requirements may increase the risk of important
information being obscured by less important information. In addition,
repetitive disclosure may be due in part to the structure of our
Exchange Act forms and related rules, which require registrants to
include in their periodic reports the numbers and captions of all items
in the relevant form.\1086\
---------------------------------------------------------------------------

    \1086\ See, e.g., Form 10-K; Exchange Act Rule 12b-13 [17 CFR
240.12b-13].
---------------------------------------------------------------------------

3. Request for Comment
    319. Do current disclosure requirements appropriately consider the
need for both standardization and flexibility in presentation? If not,
how could we change our requirements?
    320. How could we facilitate or encourage better presentation of
disclosure by registrants?
    321. Would further prescribing the order and format for presenting
information in annual or quarterly reports improve readability or
increase comparability across registrants? Would such standardized
requirements enhance the ability of investors and third parties to use
disclosures, including for large-scale processing and analyses, in a
more timely and efficient way?
    322. Is there particular information that investors would prefer we
require registrants to present in a specific order or in a particular
section of the document? If so, which information should be so
presented? What would be the advantages or disadvantages of such an
approach?
    323. Do item numbers and captions improve the clarity, navigability
or overall effectiveness of disclosure? Should we revise our rules to
reduce or eliminate the requirement to include the item numbers and
captions from any of our forms? Why or why not?
    324. Should we revise any of our current disclosure rules to
require a standardized tabular or graphic presentation rather than, or
in addition to, the narrative disclosure we currently require? Which
disclosures could be improved by a requirement for tabular or graphic
presentation? Would such a presentation improve comparability of
disclosure across registrants? Does increased comparability improve
transparency or is it otherwise beneficial to investors? What would be
the advantages or disadvantages of such an approach?
    325. Should we require registrants to present certain disclosures
in question-and-answer format? If so, what information would be
appropriate for this format? Should we require or permit it for certain
types of registrants?
    326. Should we permit or require registrants to present certain
disclosures in a ``check-the-box'' presentation, where registrants
select the appropriate disclosure from a finite list of options? For
example, should we require or permit registrants to indicate by
checkbox rather than narrative disclosure portions of the information
regarding changes in and disagreements with accountants under Item 304
or management's conclusions regarding the effectiveness of the
registrant's disclosure controls and procedures under Item 307? What
would be the advantages or disadvantages of such an approach?
    327. What disclosure requirements, if any, would generate more
meaningful disclosure if we modified or eliminated the specific
formatting or presentation requirements and permitted greater
flexibility in the manner of presentation?
    328. How would disclosure costs or other challenges to registrants
be affected by any increase in the use of specific formatting or
presentation requirements?

F. Layered Disclosure

    In first implementing our integrated disclosure system, the
Commission

considered various approaches that might differentiate between
institutional investors, professional security analysts and
sophisticated individual investors.\1087\ These approaches included
providing investors the option of receiving a simplified annual report
containing summary information in lieu of the full, or portions of the,
traditional annual report.\1088\ While the Commission did not adopt
such an approach, it has encouraged layered disclosure in several
instances.
---------------------------------------------------------------------------

    \1087\ See 1980 Form 10-K Adopting Release (``The Commission
recognizes that the information content in Form 10-K not only was
originally formulated for a specialized use, but that within those
groups which have utilized the Form there are different
constituencies. Those constituencies which have been the most
frequent users of Form 10-K information are institutional investors,
professional security analysts and sophisticated individual
investors.'').
    \1088\ See id. The release noted that the potential approach
would be based on an ``as yet unproven hypothesis that some users,
particularly certain individual investors, either rely on financial
advisers and therefore do not use detailed disclosure, or are
overwhelmed by the technical nature or volume of presently required
disclosure.'' However, the release also cited studies such as that
conducted by Professors Lucia S. Chang and Kenneth S. Most at
Florida International University indicating that the typical
``unsophisticated small investor'' often is quite sophisticated. See
Lucia S. Chang and Kenneth S. Most, Financial Statements and
Investment Decisions (1979).
---------------------------------------------------------------------------

    The Wheat Report noted that special efforts should be made to call
any unusually speculative elements or risk factors of an offering to
the attention of the ordinary investor using an introductory
statement.\1089\ For MD&A, the Commission has suggested registrants use
an overview, introduction or other statement of the principal factors,
trends or other matters that are covered in more detail elsewhere in
the section.\1090\ The Commission cautioned that an introduction or
overview should not be a duplicative layer of disclosure that repeats
the more detailed discussion and analysis that follows. Instead, it
should present information in a manner that emphasizes the information
and analysis that is most important.
---------------------------------------------------------------------------

    \1089\ See Wheat Report at 32.
    \1090\ See 2003 MD&A Interpretive Release. For a discussion of
executive level overviews in MD&A, see Section IV.B.3.b.
---------------------------------------------------------------------------

    In offering prospectuses, our rules require summary presentations
where the length or complexity of the prospectus makes a summary
useful.\1091\ Similarly, our rules require open-end management
investment companies to include key information at the front of their
statutory prospectuses in a standardized order to provide investors
disclosure that is easier to use and more readily accessible, while
retaining the comprehensive quality of the information available
elsewhere.\1092\
---------------------------------------------------------------------------

    \1091\ See, e.g., Item 503(a) of Regulation S-K [17 CFR
229.503(a)].
    \1092\ Form N-1A [17 CFR 239.15A].
---------------------------------------------------------------------------

1. Comments Received
    S-K Study. One commenter suggested that the Commission analyze each
required disclosure, segregating them by nature and frequency of change
to determine the method of filing and delivery.\1093\ This commenter
proposed that basic information (such as the description of the
business, risk factors, officers and directors, Web site address) that
typically does not significantly change from quarter to quarter, absent
a specific transaction or event, should only require updating when
something changes. Additionally, the commenter recommended that the
information presented in periodic reports be limited to new information
specific to the most recent fiscal period (such as MD&A, selected
quarterly financial data and executive compensation).
---------------------------------------------------------------------------

    \1093\ See Ernst & Young 1.
---------------------------------------------------------------------------

    Disclosure Effectiveness Initiative. A few commenters addressed
layering disclosure and the use of summaries to improve
disclosure.\1094\ One of these commenters stated that an integrated
presentation of related information, such as layering information, with
summary information presented first and details presented later or
long-standing explanatory information that may still be relevant placed
separately, perhaps as a schedule to the financial statements, enhances
understanding of the relationship between items across financial
statements.\1095\ Another commenter proposed a rule requiring companies
to provide an overview describing what happened at the company over the
past year and the company's expectation and concerns about the year to
come.\1096\ This commenter noted that such a rule would not replace the
more detailed financial and other business information that allows
analysts to populate their models and otherwise scrutinize performance,
but would permit management to identify up front what it determines to
be the most important information in a way that is both understandable
and provides context.
---------------------------------------------------------------------------

    \1094\ See, e.g., CFA Institute; NYC Bar; SGSCP.
    \1095\ See CFA Institute. See also CFA Report.
    \1096\ See NYC Bar.
---------------------------------------------------------------------------

    One commenter proposed the use of ``tabs'' to organize information
topically (e.g., business, officers and directors, material risks),
with information under various tabs to be updated appropriately and
supplemented with periodic MD&A disclosure.\1097\ This commenter
suggested that more effective, navigable documents should eliminate the
need for summary disclosure for retail investors without eliminating
material information. This commenter further noted that all investors,
retail or institutional, should have access to full and fair
disclosure.\1098\
---------------------------------------------------------------------------

    \1097\ See SCSGP.
    \1098\ Id.
---------------------------------------------------------------------------

2. Discussion
    As discussed in Section III.B.2., the informational needs,
financial resources, and capacity to analyze disclosure may vary
significantly among investors. Highly sophisticated investors may seek
a different level or presentation of information than those with fewer
financial or analytical resources. For example, some investors may
prefer a summary presentation while others may seek detailed data that
they can analyze and compare across companies or industries.\1099\ In
addition, a ``layered'' approach to disclosure that highlights what
management believes is the most important information, while still
providing detailed data and analysis,\1100\ may make filings more
navigable for all investors. On the other hand, a ``layered'' approach
could introduce challenges for investors or third parties seeking all
available disclosure on a particular topic, as they many need to search
summary disclosures as well as more detailed disclosures for all data
and commentary relevant for their purposes. The FAST Act requires the
Commission to issue regulations permitting registrants to submit a
summary page in their Form 10-K.\1101\ We do not address this aspect of
layered disclosure here.
---------------------------------------------------------------------------

    \1099\ See, e.g., Study Regarding Financial Literacy Among
Investors, (Aug. 2012) available at http://www.sec.gov/news/studies/2012/917-financial-literacy-study-part1.pdf (finding that investors
favor ``layered'' disclosure and, wherever possible, the use of a
summary document containing key information about an investment
product or service).
    \1100\ See, e.g., 2003 MD&A Interpretive Release.
    \1101\ Public Law 114-94, Sec. 72001, 129 Stat. 1312 (2015).
---------------------------------------------------------------------------

3. Request for Comment
    329. Other than a summary page, are there other approaches to
layering or layered disclosure that we should consider for business and
financial information in periodic reports? If so, what are the benefits
and challenges of these approaches?

G. Structured Disclosures

    Investors, their financial advisors, and professional analysts use
increasingly

complex information and find that structured disclosures facilitate
analysis of this information.\1102\ Some investors seek structured data
as it enhances their ability to use technology to process and
synthesize information,\1103\ allowing for more timely and granular
analysis of financial information, including comparative \1104\ and
trend analysis.\1105\
---------------------------------------------------------------------------

    \1102\ See, e.g., CFA Report (stating that investors do not seek
a reduction in data or volume of disclosures, as they can use
technology to evaluate the data, but instead seek to identify more
effective ways to capture, manage, analyze, present, and deliver
financial data); Interactive Data Release (stating that many
commenters generally supported the required submission of
interactive data).
    \1103\ See Recommendations of the Investor Advisory Committee
Regarding the SEC and the Need for the Cost Effective Retrieval of
Information by Investors (July 25, 2013) (``IAC Data Tagging
Recommendations''), available at http://www.sec.gov/spotlight/investor-advisory-committee-2012/data-tagging-resolution-72513.pdf
(recommending that the Commission (i) promote the collection,
standardization and retrieval of data filed with the Commission
using machine-readable data tagging formats, (ii) take steps to
reduce the costs of providing tagged data, especially for smaller
issuers and investors and (iii) prioritize revising existing forms
to provide for the tagging of data in order to increase transparency
with respect to corporate governance).
    \1104\ See Hu 2014 at 620 (noting that greater standardization
of information allows for cross-company comparisons of performance).
    \1105\ See Institute for Corporate Responsibility at George
Washington University and the Center for Audit Quality, Initiative
on Rethinking Financial Disclosure, Nov. 2014, available at http://business.gwu.edu/about-us/research/institute-for-corporate-responsibility/research-projects/rethinking-financial-disclosure
(advocating a disclosure platform that allows comparison of
information and analysis of a company's performance trends).
---------------------------------------------------------------------------

    Structured disclosures include both numeric and narrative-based
disclosures that are made machine-readable by having reported
disclosure items labeled (tagged) using a markup language, such as
eXtensible Markup Language (``XML'') \1106\ or XBRL.\1107\ Tagging
disclosure enables information to be structured, stored, shared, and
presented in different systems or platforms.\1108\
---------------------------------------------------------------------------

    \1106\ XML is an open source markup language to tag elements of
a document. It does not have a defined set of tags, but instead
provides a mechanism to define tags and structural relationships
between tagged elements. See Norman Walsh, A Technical Introduction
to XML (Oct. 1998), available at http://www.xml.com/pub/a/98/10/guide0.html?page=2#AEN58.
    \1107\ XBRL is an open source standardized language derived from
XML for purposes of tagging business reporting information. Many
commercial vendors and open source projects support the XBRL
standards with tools and software. See Stephanie Farewell, XBRL
International, Inc., XBRL or Customized XML? (Oct. 2010), available
at http://www.xbrl.org/bpboarddocs/xbrlorcustomizedxml.pdf.
    \1108\ See id.
---------------------------------------------------------------------------

    Standardized markup languages, such as XBRL, use standard sets of
data element tags for each required reporting element, referred to as
taxonomies. Taxonomies provide common definitions that represent
agreed-upon information or reporting standards, such as U.S. GAAP for
accounting-based disclosures.\1109\ The resulting standardization of
financial reporting allows for aggregation, comparison, and large-scale
statistical analysis of reported financial and other material
information through significantly more automated means than is possible
with unstructured formats, such as unstructured HTML or ASCII.
---------------------------------------------------------------------------

    \1109\ See, e.g., The Standard for Reporting, available at
https://www.xbrl.org/the-standard/what/the-standard-for-reporting;
Financial Statements in XBRL: XBRL designed for Accounts and
Financial Statements as well as fixed templates, available at
https://www.xbrl.org/the-standard/what/financial-statement-data.
---------------------------------------------------------------------------

    Commission rules currently require several categories of
registrants to provide certain information in XBRL, including, the
following:

----------------------------------------------------------------------------------------------------------------
                                       Information required to be
       Category of registrant                    tagged               Language required    Method of submission
----------------------------------------------------------------------------------------------------------------
Reporting companies \1110\..........  Financial statements,         XBRL                  Filed as exhibit.
                                       including footnotes and
                                       schedules.
Security-based swap data              Financial statements,         XBRL                  Filed as exhibit.
 repositories \1111\.                  including footnotes and
                                       schedules.
Open-end management investment        Risk/return summaries.......  XBRL                  Filed as exhibit.
 companies, or mutual funds \1112\.
Nationally recognized statistical     Credit rating history.......  XBRL                  Posted on its Web
 rating organization (NRSRO) \1113\.                                                       site, with a link to
                                                                                such location
                                                                                included in an
                                                                                exhibit to its annual
                                                                                Form NRSRO.
----------------------------------------------------------------------------------------------------------------

The Commission requires certain registrants and other filers to provide
certain information in XML or other machine-readable format. Asset-
backed issuers are required to provide asset-level disclosures in XML
in their registration statements.\1114\ Forms D, filings required under
Regulation A and Regulation Crowdfunding, and Section 16 ownership
reports also require all or a part of the information to be filed using
XML technology.\1115\ In addition, beginning in 2016, Regulation SBSR
will require security-based swap data repositories to report and
publicly disseminate in machine-readable electronic format certain
security-based swap transaction information, although

the regulation does not specify a required format.\1116\ We are seeking
public input on the use of structured data and other available
standards and technologies that could enhance the quality of disclosure
to investors while reducing burdens on registrants.
---------------------------------------------------------------------------

    \1110\ Item 601(b)(101) of Regulation S-K [17 CFR
229.601(b)(101)]; Interactive Data Release.
    \1111\ Exchange Act Rule 13n-11(f)(5) [17 CFR 240.13n-11(f)(5)].
See also 2015 Regulation SBSR Release.
    \1112\ Form N-1A [17 CFR 239.15A]; Rule 405 of Regulation S-T
[17 CFR 232.405]. See also Interactive Data for Mutual Fund Risk/
Return Summary, Release No. 33-9006 (Feb. 11, 2009) [74 FR 7748
(Feb. 19, 2009)] (``Interactive Data for Mutual Funds Release'').
    \1113\ Exchange Act Rule 17g-2(d) [17 CFR 240.17g-2(d)]; Form
NRSRO [17 CFR 249b.300]. See also Amendments to Rules for Nationally
Recognized Statistical Rating Organizations, Release No. 34-59342
(Feb. 2, 2009) [74 FR 6456 (Feb. 9, 2009)] (adopting a public
disclosure provision requiring NRSROs to make publicly available on
their Web site in XBRL format a random sample of ten percent of the
ratings histories of issuer-paid credit ratings and to disclose in
Exhibit 1 to Form NRSRO the web address where the XBRL data may be
accessed); Amendments to Rules for Nationally Recognized Statistical
Rating Organizations, Release No. 34-61050 (Nov. 23, 2009) [74 FR
63831 (Dec. 4, 2009)] (requiring NRSROs to make publicly available
on their Web site in XBRL format ratings history information for one
hundred percent of their credit ratings initially determined on or
after June 26, 2007).
    \1114\ Item 1111(h) of Regulation AB [17 CFR 229.1111(h)]; Rule
11 of Regulation S-T [17 CFR 232.11]. Registrants will be required
to comply with the asset-level disclosure requirements beginning in
November 2016. See Asset-Backed Securities Disclosure and
Registration, Release No. 33-9638 (Sept. 4, 2014) [79 FR 57184
(Sept. 24, 2014)] (``2014 ABS Release'').
    \1115\ Form D [17 CFR 239.500]; Forms 1-A et seq. [17 CFR 239.90
et seq]; Form C [17 CFR 239.900]; Forms 3, 4, & 5 [17 CFR 249.103-
105].
    See also Electronic Filing and Revision of Form D, Release No.
33-8891 (Feb. 6, 2008) [73 FR 10592 (Feb. 27, 2008)] (noting that
because Form D information consists of relatively simple facts, XML
is a sufficient technological solution, and . . . the information
tagged in XML [is expected to] be compatible with systems designed
for more sophisticated XBRL reporting); 2015 Regulation A Release;
Crowdfunding Adopting Release (stating that XML data will enable
issuers to provide information in a convenient medium without
requiring new technology and will provide the Commission and the
public with readily available data about offerings made in reliance
on Section 4(a)(6)).
    \1116\ Rule 900(cc) of Regulation SBSR [17 CFR 242.900(cc)].
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1. Comments Received
    S-K Study. One commenter recommended that the Commission assess the
value of XBRL for new registrants and their industries and consider
allowing voluntary, rather than mandatory, structuring of data by
EGCs.\1117\ This commenter suggested that this would reduce initial
compliance costs for EGCs and allow more time for the market to develop
cost-effective XBRL tools, technologies and services.
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    \1117\ See Ernst & Young 1.
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    Disclosure Effectiveness Initiative. One commenter encouraged
regulators, in light of advances in technology and connectivity and the
ever-increasing demand for data, to look to technology to facilitate
the capture, management, analysis, presentation, and delivery of
information to investors. This commenter also noted that ``technology
holds the promise of better (improved quantity and quality of), faster
(improved timeliness of), and cheaper (improved access to) information
for investors.'' \1118\ Another commenter stated that the ability to
download financial tables and other data to better compare companies'
disclosures across industries would appear to be particularly
useful.\1119\ This commenter also noted, however, that the time it
takes to prepare the XBRL filing may cause registrants to forego
updates to its disclosure in the days prior to filing to allow time for
data tagging, and suggested that the Commission explore technological
solutions that avoid unnecessary duplication, such as modifying XBRL or
using another data tagging system that is more cost and time-
efficient.\1120\
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    \1118\ See CFA Institute. See also CFA Report.
    \1119\ See ABA 3.
    \1120\ See id. (citing Emily Chasan, Costly Data Go Untapped,
The Wall Street Journal, Jan. 22, 2013 (``Chasan''), available at
http://blogs.wsj.com/cfo/2013/01/22/costly-data-go-untapped (noting
that companies have invested in internal systems that they believe
are superior to XBRL)).
---------------------------------------------------------------------------

    One commenter supported the continued improvement of tagging and
coding of financial reporting, noting that investors and regulators
alike would benefit greatly from real time access to comparable,
searchable and sortable data.\1121\ By contrast, another commenter
indicated that XBRL data was not useful.\1122\ One commenter stated
that XBRL data should not require with registration statements if it
has been previously filed with a Form 10-K or Form 10-Q.\1123\
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    \1121\ See AFL-CIO.
    \1122\ See A. Radin (citing Chasan).
    \1123\ See letter from Fran Sesti (Feb. 1, 2016).
---------------------------------------------------------------------------

    Several commenters, in a jointly submitted letter, provided a
number of specific recommendations to enhance and modernize EDGAR,
including enhanced functionality associated with structured data.\1124\
The recommendations included enhancements that would allow the user to
save XBRL output more easily in Excel and identify tag extensions used
by the registrant. Another commenter provided similar recommendations
to modernize EDGAR and improve the Commission's data tagging framework
and concurred with the jointly submitted letter.\1125\ In addition to
longer term improvements, this commenter recommended that the
Commission extend XBRL or other data tagging requirements to MD&A and
other parts of filings.
---------------------------------------------------------------------------

    \1124\ See letter from Center for Audit Quality, et al. (May 29,
2015).
    \1125\ See ABA 3.
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    One commenter recommended that the Commission require complete
``non-dimensional'' financial statements to improve XBRL quality and
usage.\1126\ This commenter also recommended that the Commission
consider taking steps to improve the comparability of XBRL data by
addressing inconsistencies in XBRL extensions. In addition, this
commenter recommended expanding XBRL requirements, such as to earnings
releases, MD&A, and proxy statements, and requiring filers to make all
ownership-related filings available in an XML structured data format.
---------------------------------------------------------------------------

    \1126\ See TagniFi.
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    One commenter encouraged the Commission to transform the current
documents-based disclosure system to a system that collects, manages,
and disseminates disclosure information as structured data with
standardized tags and electronic formats.\1127\ This commenter argued
that such a system would improve accountability to investors, allow
public companies eventually to reduce compliance costs by automating
reporting tasks, and improve the Commission's ability to use data
analytics to review and evaluate registrants' submissions. As an
initial step, this commenter recommended that the Commission adopt
Inline XBRL to eliminate the duplication associated with providing the
XBRL exhibit in addition to the text-based financial statements, and to
``enforce'' the quality of XBRL filings.\1128\ The commenter further
recommended that the Commission work with industry groups to set
clearer data standards. This commenter also suggested that the higher
cost to market participants of absorbing unstructured disclosure
results in higher cost of capital to registrants, particularly smaller
registrants.
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    \1127\ See Data Transparency Coalition.
    \1128\ We are considering whether to amend the current XBRL
tagging requirements with respect to the financial statements of
registrants to require the use of ``Inline XBRL.'' Inline XBRL would
allow registrants to file the required information and data tags in
one document rather than requiring a separate exhibit for the
interactive data. Commission rules and the EDGAR system do not
currently allow for the use of Inline XBRL. Any such proposal would
be subject to public notice and comment as part of a separate
rulemaking initiative. In this concept release, we seek comment on
the benefits and costs of structured data generally and whether it
would be appropriate to extend data tagging requirements to other
Commission disclosures.
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2. Discussion
    The Commission requires registrants and other filers to provide
certain information as structured data to facilitate the analysis and
improve the accuracy of that information.\1129\ When the Commission
first adopted rules requiring reporting company registrants to provide
financial statement information in XBRL, it cited the potential of
structured data to reduce the time required for registrants to prepare
their disclosures, to increase the usability of disclosures for
investors, and eventually to reduce costs for both registrants and
investors, as structured data can help automate regulatory filings and
business information processing.\1130\
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    \1129\ See, e.g., Rules 401-405 of Regulation S-T [17 CFR
232.401 et seq.]; See also Interactive Data Release; What is
Interactive Data and Who's Using It?, available at http://www.sec.gov/spotlight/xbrl/what-is-idata.shtml.
    \1130\ See Interactive Data Release (noting that interactive
data, unlike static, text-based information, (1) can be dynamically
searched and analyzed, facilitating the comparison of financial and
business performance across companies, reporting periods, and
industries, and (2) allows for the automation of regulatory filings
and business information processing, with the potential to increase
the speed, accuracy, and usability of financial disclosure and
eventually to reduce costs); Interactive Data for Mutual Funds
Release (stating the Commission's intent not only to make risk/
return summary information easier for investors to analyze but also
to assist in automating regulatory filings and business information
processing).
---------------------------------------------------------------------------

    By requiring structured data, the Commission has sought to make
disclosure easier for investors to access, analyze and compare across
reporting periods, registrants, and industries.\1131\

When registrants provide disclosure items in a standardized data
format, investors can more easily search and obtain specific
information about registrants, compare common disclosures across
registrants, and observe how registrant-specific information changes
across reporting periods as the same registrant continues to file in a
structured data format.\1132\ Additionally, data that investors can
download, for example, from EDGAR, directly into a spreadsheet or
statistical analysis software eliminates the need to enter the
information manually, which minimizes the time burden and risk of
errors associated with data entry.
---------------------------------------------------------------------------

    \1131\ See Interactive Data Release; Interactive Data for Mutual
Funds Release.
    \1132\ See Concept Release on the U.S. Proxy System, Release No.
34-62495 (July 14, 2010) [75 FR 42982 (July 21, 2010)].
---------------------------------------------------------------------------

    In adopting Regulation AB requiring asset-level disclosures in XML,
the Commission noted that requiring this information in a standardized
machine-readable format makes the data transparent and
comparable.\1133\ The Commission stated that it expected that this
would lower the cost for investors of accessing, collecting and
analyzing information, which would lead to better allocation of
capital. In requiring the information in XML rather than XBRL, the
Commission noted that the relatively simpler data to be presented in
these disclosures, in contrast to the rich complexity of corporate
financial disclosures, was well-suited for XML.\1134\
---------------------------------------------------------------------------

    \1133\ See 2014 ABS Release.
    \1134\ Id.
---------------------------------------------------------------------------

    Our rules requiring registrants to file financial and other
information in a structured format require that data to be filed as an
exhibit to the filing rather than embedded in the filing itself.\1135\
In this way, the structured data supplements but does not replace the
traditional HTML electronic filing format. Having XBRL and other
structured data submitted as a separate exhibit, however, has raised a
number of issues regarding the accuracy and usability of the data.
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    \1135\ See, e.g., Item 601(b)(100) of Regulation S-K [17 CFR
229.601(b)(100)]; Rule 401 of Regulation S-T [17 CFR 232.401].
---------------------------------------------------------------------------

    First, structured data filed as a separate exhibit does not look
like the disclosure in the related HTML document submitted by the
registrant unless specially rendered to do so with specialized
software.\1136\ In an effort to make the XBRL data look more like the
HTML document, some registrants create custom elements or dimensions or
otherwise alter their XBRL documents. While our rules permit custom or
company-specific element extensions for disclosures for which the
standard U.S. GAAP taxonomy does not provide an appropriate element,
the Commission and its staff have cautioned against custom elements for
minor differences \1137\ or solely for formatting,\1138\ which can
inhibit automated parsing processes and potentially create confusion
between U.S. GAAP and company specific extension elements. The staff
also has found that many registrants create custom axis extensions
despite the availability of appropriate standard axis elements in the
standard U.S. GAAP taxonomy, further diminishing data quality and
impairing comparability across registrants and filings.\1139\ These and
other potentially inappropriate uses of custom elements identified by
Commission staff can affect the quality of the data and its potential
use.\1140\
---------------------------------------------------------------------------

    \1136\ See Staff Observations from the Review of Interactive
Data Financial Statements (Dec. 13, 2011) (``December 2011 Staff
Observations''), available at http://www.sec.gov/spotlight/xbrl/staff-review-observations-121311.shtml.
    \1137\ EDGAR Filer Manual, Vol. II, v. 35 (Dec. 2015) at 6-28.
    \1138\ See Regulation S-T Compliance and Disclosure
Interpretations, Question 130.08 available at https://www.sec.gov/divisions/corpfin/guidance/regs-tinterp.htm. See also December 2011
Staff Observations (encouraging registrants to concentrate on the
quality of the tagging rather than trying to match the rendering of
the XBRL exactly to the HTML filing and advising registrants not to
create custom elements or use incorrect dates to achieve specific
rendering results).
    \1139\ See Staff Observations of Custom Axis Tags (Mar. 29,
2016) (``2016 Staff Observations''), available at: https://www.sec.gov/structureddata/reportspubs/osd_assessment_custom-axis-tags.html.
    \1140\ See id. See also, Staff Observations of Custom Tag Rates
(July 7, 2014) (``2014 Staff Observations''), available at http://www.sec.gov/dera/reportspubs/assessment-custom-tag-rates-xbrl.html
(in which, for a random sample of filings that staff reviewed, staff
observed instances of filers creating custom axis tags unnecessarily
when an appropriate standard axis tag existed in the U.S. GAAP
taxonomy).
    An axis tag allows a filer to divide reported elements into
different dimensions (e.g., revenue by geographical area, fair value
measurement levels, components of total equity (e.g., common,
preferred)). In a recent assessment of custom axis extensions use in
XBRL exhibits, DERA staff reported that despite the overall decline
in the use of custom tags generally, approximately 50% of filers
continue to create custom axis tags, with large accelerated filers
using custom axis tags more than twice as often as SRCs. DERA staff
suggested that a contributing factor may be that SRCs likely have
less complex financial disclosures that can be structured primarily
using axis options provided by the U.S. GAAP taxonomy. See 2016
Staff Observations.
    In a previous review of the use of custom tags in general in
XBRL exhibits, the staff found a steady decline in custom element
use by larger registrants, indicating improvements in the U.S. GAAP
taxonomy and registrants' selections of tags. However, in contrast
to the recent findings on axis extensions, the staff found that
smaller filers were associated with an average custom tag rate
almost 50% greater than that of larger filers. Staff analysis also
revealed that some of the perceived quality issues associated with
XBRL data are correlated with particular third-party providers of
XBRL software and services, which may be, at least in part, due to
continued innovation and growth in the market for filer software and
services, resulting in offerings of varying functionality and ease
of use. See id; 2014 Staff Observations.
---------------------------------------------------------------------------

    Second, the redundant process of preparing financial statements and
periodic reports in HTML or ASCII and then preparing exhibits in XBRL
creates a greater chance of data entry and other errors. Staff
identified a number of errors, such as characterization of a number as
negative when it is positive, missing amounts and calculations, and
other inaccuracies,\1141\ which may occur more frequently, partially as
a result of these redundant processes. Registrants often outsource the
structuring of their XBRL reports, thereby adding incremental manual
processes and controls to their efforts, which in turn can adversely
affect the quality of XBRL-formatted disclosures.\1142\ Observers also
have noted that XBRL data is not required to be audited, resulting in
diminished investor confidence in the quality of the data.\1143\
---------------------------------------------------------------------------

    \1141\ See, e.g., December 2011 Staff Observations; Staff
Observations From Review of Interactive Data Financial Statements
(Jun. 15, 2011), available at http://www.sec.gov/spotlight/xbrl/staff-review-observations-061511.shtml.
    \1142\ See Disclosure management: Streamlining the Last Mile,
PricewaterhouseCoopers (Mar. 2012), available at https://www.pwc.com/gx/en/xbrl/pdf/pwc-streamlining-last-mile-report.pdf.
    \1143\ 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,
Dec. 2012, available at http://www8.gsb.columbia.edu/ceasa/sites/ceasa/files/An%20Evaluation%20of%20the%20Current%20State%20and%20Future%20of%20XBRL%20and%20Interactive%20Data%20for%20Investors%20and%20Analysts.pdf.

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    We continue to explore ways to incorporate structured data. We also
continue to explore changes to the Commission's Web site and the EDGAR
system that could enhance the usefulness of structured disclosures. For
example, in December 2014, the Commission announced a pilot program
under which data that registrants provide in structured formats would
be combined and organized into structured data sets and posted for bulk
downloads on the Commission's Web site for use by investors and
academics.\1144\
---------------------------------------------------------------------------

    \1144\ See SEC Announces Program to Facilitate Analysis of
Corporate Financial Data (Dec. 30, 2014), available at http://www.sec.gov/news/pressrelease/2014-295.html; Financial Statement
Data Sets, available at http://www.sec.gov/dera/data/financial-statement-data-sets.html.
---------------------------------------------------------------------------

    Concerns have been raised about the costs and time burden
associated with structured data requirements. For example, the ACSEC
has focused on the costs of structuring disclosures and

asserted that the requirements impose a disproportionate burden on
smaller registrants in terms of cost and time.\1145\ As discussed
above, both ACSEC and the Small Business Forum have recommended that
the Commission exempt SRCs from the requirement to provide financial
information in XBRL.\1146\ In its own structured data recommendation,
the Investor Advisory Committee generally supported structured data but
acknowledged the costs of data tagging and recommended that the
Commission take steps to reduce these costs, particularly for smaller
registrants and investors.\1147\ According to a 2015 AICPA study,
however, XBRL filing costs for smaller registrants were lower than
initially expected and have been decreasing since the 2009 inception of
the Commission's Structured Data Program.\1148\
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    \1145\ See 2015 ACSEC Recommendations; 2013 ACSEC
Recommendations.
    \1146\ See Section IV.H.2.b.
    \1147\ See IAC Data Tagging Recommendations.
    \1148\ See American Institute of CPAs, Research Shows XBRL
Filing Costs Lower than Expected (Jan. 2015), available at https://www.aicpa.org/interestareas/frc/accountingfinancialreporting/xbrl/pages/xbrlcostsstudy.aspx.
---------------------------------------------------------------------------

    We acknowledge that registrants may incur costs to provide
disclosure in structured data format, particularly initial set-up
costs. We seek public comment on ways to minimize the costs of
providing structured disclosures, particularly over time, while still
realizing the intended benefits to investors and other users of such
disclosures.
3. Request for Comment
    330. How can the quality of structured disclosures be enhanced?
    331. Are there changes to the EDGAR system that the Commission
should make to render the structured disclosure filed by registrants
more useful?
    332. Are company-specific custom extensions, such as element or
axis extensions, useful to investors or other users of structured
disclosures? If so, how might these custom extensions be made more
useful for enhancing automated analysis? If not, are there better ways
to express disclosures that are unique to a company (e.g., business
segment, product line)?
    333. Should we require registrants to provide additional
disclosures in a structured format? If so, which disclosures? For
example, are there categories of information in Parts I and II of Form
10-K or in Form 10-Q that investors would want to receive as structured
data?
    334. To the extent that we consider additional structured data
requirements for disclosure in periodic reports, what level of
structured data requirements would be appropriate? For example, should
we require registrants to identify sections, sub-sections or topics
with ``block text'' labels, or should we require registrants to
structure numeric elements and tables individually? What would be the
challenges and costs of such an approach? What would be the benefit?
    335. How does the availability of structured data in registrants'
periodic reports affect the timeliness, efficiency, or depth of
investors' review of disclosures? How do the effects of structured
disclosure requirements vary across investor types? Are there other
methods of structuring disclosures that would make disclosures more
accessible or useful?
    336. To what extent is the information currently provided in
structured disclosures readily available through other sources, such as
third-party data aggregators? What are the costs and benefits to
investors of obtaining this data from such third parties rather than
through the use of structured disclosures filed by registrants?
    337. To what extent do investors, analysts, third-party data
aggregators, or other market participants rely on structured data
provided by registrants in their periodic reports? What specific
content in structured disclosures is useful to each of these groups?
    338. Are there other ways in which our requirements can improve the
accuracy of tagged data? What would be the challenges to registrants
posed by such alternatives?
    339. Are there certain categories of registrant for which we should
provide an exemption from some or all structured disclosure
requirements, require more limited information to be tagged, or require
a different presentation of this information? Why or why not? If so, to
which registrants or structured disclosure requirements should such
exemptions apply?
    340. In requiring structured data, the Commission has sought to
make disclosure easier for investors to access, analyze and compare
across reporting periods, registrants, and industries.\1149\ Are there
other technologies that could make disclosure easier for investors to
access, analyze and compare? If so, how should we incorporate these
technologies into our disclosure requirements?
---------------------------------------------------------------------------

    \1149\ See supra notes 1130 to 1131.
---------------------------------------------------------------------------

VI. Conclusion

    We are interested in the public's views on any of the matters
discussed in this concept release or on the staff's Disclosure
Effectiveness Initiative. We encourage all interested parties to submit
comment on these topics. If possible, please reference the specific
question numbers or sections of the release when submitting comments.
In addition to investors and registrants, the Commission welcomes
comment from other market participants and particularly welcomes
statistical, empirical, and other data from commenters that may support
their views and/or support or refute the views or issues raised. We
also solicit comment on any other aspect of our disclosure requirements
in Regulation S-K that commenters believe may be improved upon. Please
be as specific as possible in your discussion and analysis of any
additional issues.

    By the Commission.

    Dated: April 13, 2016.
Brent J. Fields,
Secretary.
[FR Doc. 2016-09056 Filed 4-21-16; 8:45 am]
 BILLING CODE 8011-01-P