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U.S. Securities and
Exchange Commission
SEMI-ANNUAL REPORT
TO CONGRESS
Regarding Public and Internal Use of
Machine-Readable Data for
Corporate Disclosures
June 2023
DISCLAIMER: This is a report prepared by staff of the U.S. Securities and Exchange Commission. The Commission has
expressed no view regarding any analysis, findings, or conclusions contained herein.
Contents
INTRODUCTION.......................................................................................................................................................................1
IDENTIFICATION OF CORPORATE DISCLOSURES EXPRESSED AS
MACHINE-READABLE DATA..............................................................................................................................................1
ANALYSIS OF THE COSTS AND BENEFITS OF THE USE OF MACHINE-READABLE DATA............2
Existing Structured Data Requirements.................................................................................................. 2
Benefits ............................................................................................................................................................... 3
Costs...................................................................................................................................................................... 3
SUMMARY OF ENFORCEMENT ACTIONS RESULTING FROM THE USE OR
ANALYSIS OF THE MACHINE-READABLE DATA THAT THE COMMISSION COLLECTS....................5
ANALYSIS OF HOW THE COMMISSION’S STAFF USES THE MACHINE-READABLE
DATA THAT THE COMMISSION COLLECTS............................................................................................................. 6
PUBLIC USE OF THE MACHINE-READABLE DATA THAT THE COMMISSION COLLECTS............... 9
CONCLUSION.......................................................................................................................................................................... 9
APPENDIX................................................................................................................................................................................10
ENDNOTES.............................................................................................................................................................................20
Introduction
The Financial Data Transparency Act of 2022 (FDTA), which was signed into law on
December 23, 2022, as Title LVIII of the James M. Inhofe National Defense Authorization
Act for Fiscal Year 2023,1 requires the Commission to report semi-annually on the public
and internal use of machine-readable data for corporate disclosures.2 This report is the first
such report. The FDTA requires the Commission to submit this report to the Committee
on Banking, Housing, and Urban Affairs of the Senate and the Committee on Financial
Services of the House of Representatives every 180 days until December 23, 2029, when
the provision requiring the report sunsets.3
FDTA Section 5825(b) requires that this report include an identification of which
corporate disclosures required under specified provisions of the securities laws are
expressed as machine-readable data and which are not; an analysis of the costs and
benefits of the use of machine-readable data in corporate disclosure to investors, markets,
the Commission, and issuers; a summary of enforcement actions that result from the use
or analysis of machine-readable data collected under the specified statutory provisions; and
an analysis of how the Commission uses the machine-readable data it collects.4
Identification of Corporate Disclosures
Expressed as Machine-Readable Data
FDTA Section 5825(b)(2)(A) requires an identification of which corporate disclosures
required under Section 7 of the Securities Act of 1933 (the Securities Act),5 Section 13 of
the Securities Exchange Act of 1934 (the Exchange Act),6 and Section 14 of the Exchange
Act7 are expressed as machine-readable data and which are not. Currently, 38 of 52 (or
about three-quarters) of the forms, schedules, and statements that contain the disclosures
require some machine-readable data, while 14 (or about one-quarter)8 do not require any
machine-readable data. Please refer to the Appendix.
JUNE 2023 SEMI-ANNUAL REPORT TO CONGRESS | 1
Analysis of the Costs and Benefits of the
Use of Machine-Readable Data
EXISTING STRUCTURED DATA9 REQUIREMENTS
In 2009, the Commission adopted rules requiring operating companies to provide the
information from the financial statements in their registration statements and periodic
and current reports in machine-readable format using eXtensible Business Reporting
Language (XBRL),10 which is a structured-data language used for standardized reporting
of business information, including information relating to the financial performance of
companies.11 That same year, the Commission similarly required open-end management
investment companies (mutual funds) to provide risk/return summary information in their
prospectuses in XBRL format.12
Since that time, the Commission has refined its rules by requiring open and freely
available, machine-readable standardized formats promulgated by standards organizations
or voluntary consensus standards bodies. For instance, in 2018, the Commission adopted
amendments requiring the use, on a phased-in basis, of Inline XBRL for operating
company financial statement information and fund risk/return summary information.13
Whereas previously filers generated an HTML document of their financial statement
information or risk/return summary information and then tagged a copy of the data to
create a separate XBRL exhibit, Inline XBRL allows filers to prepare a single document
that is both human-readable and machine-readable.14
The Commission has adopted rules requiring machine-readable formats for additional
collections of information. In 2019, the Commission introduced structured data tagging
requirements for certain reporting form cover page data.15 In 2021, the Commission
amended most of its fee-bearing forms and schedules to require tagging of information
related to filing fee calculation.16 Also in 2021, the Commission added tagging
requirements in Forms 10-K, 20-F, and 40-F pertaining to the auditor and jurisdiction
on the audit report signed by the registered public accounting firm.17 A number of other
Commission releases have adopted or proposed structured data tagging requirements for
additional collections of information.18
In addition to requiring XBRL and Inline XBRL for certain filings, the Commission
requires some reports and disclosures to be filed in an eXtensibleMarkupLanguage
(XML)-based data language specific to particular forms (custom XML, and form-specific
XML).19 That is, certain filings are submitted using custom XML languages that are
2 | U.S. SECURITIES AND EXCHANGE COMMISSION
each specific to the particular form being submitted.20 For such filings, filers are typically
provided the option either to submit the filing directly in the relevant custom XML data
language, or to manually input the information into a fillable web-based form developed
by the Commission that converts the completed form into a custom XML document.21
BENEFITS
Studies show that machine-readable disclosures benefit investors, markets, and issuers.
Making corporate disclosures machine-readable has decreased information asymmetry by
reducing information processing costs, making stock prices more informative (i.e., more
reflective of firm-specific information), and reducing market inefficiencies and risks.22
Machine-readability has enhanced market competition by, for example, reducing insider
advantages relative to non-insiders and local investor advantages relative to non-locals.23
The reduction in information processing costs has heightened monitoring of issuers by
investors and other external parties (e.g., financial analysts, press) which often helps to
inform investors and markets.24 Greater monitoring has driven firms to provide more
quantitative disclosure and report earnings in a more consistent manner.25
Issuers have, in some instances, benefitted from decreased audit fees and increased
timeliness of audit and financial reports as a result of machine-readable disclosures.26
Issuers have experienced additional benefits associated with machine-readable disclosures,
including: higher liquidity; lower cost of capital; higher return on investment; and improved
performance benchmarking and acquisition analysis.27 Finally, machine-readable disclosures
have facilitated the Commission’s investor protection efforts, enabling staff to analyze
large quantities of information in support of risk assessment, rulemaking, and enforcement
activities, including as part of its internally developed structured data applications.28
COSTS
The cost of machine-readable disclosure largely affects issuers and the Commission, as
these parties must, respectively, comply with or mandate and implement machine-readable
disclosure requirements. Investors are not bound to use machine-readable versions of
corporate disclosures, because the disclosures are human-readable as well.29 Furthermore,
while commercial XBRL research software is available for a cost, investors and other data
users (e.g., financial analysts, asset managers, and academic researchers) can access and
download machine-readable corporate disclosures at no cost.30
Issuers incur compliance costs to apply machine-readable tags to their disclosures or
pay a third-party tagging service provider to do so. Compliance costs for new tagging
requirements tend to be higher, but generally decline as issuers and service providers adapt
JUNE 2023 SEMI-ANNUAL REPORT TO CONGRESS | 3
to the requirements.31 These compliance costs are likely reduced for those issuers with
experience applying tags to their disclosures, whether through other machine-readability
requirements or through the use of machine-readable data in their internal enterprise
resource planning systems.32 With respect to the magnitude of these compliance costs,
an American Institute of Certified Public Accountants survey of 1,032 smaller reporting
companies in 2018 found a median cost of $2,500 per year for fully outsourced XBRL
creation and filing.33 A separate survey of 139 Nasdaq-listed issuers and other responding
companies in 2018 found higher XBRL compliance costs, including a median XBRL
compliance cost of $7,500 per Form 10-Q.34 The discrepancy may be due to Nasdaq-listed
companies generally having longer and more complex financial statements than smaller
reporting companies, resulting in more time and effort needed to tag financial statements.35
Lastly, the Paperwork Reduction Act section of a 2018 Commission adopting release
that addressed the costs of Inline XBRL tagging stated that the long-term effect of Inline
XBRL would be to reduce the internal burden for financial statement tagging to 54 hours
per response and increase the out-of-pocket cost to $6,175 per response.36 In 2020, the
Commission estimated an internal burden of 10.5 hours per response and an out-of-pocket
cost of $900 per response for closed-end fund prospectus tagging, after completion of an
implementation period.37
The Commission incurs costs to develop taxonomies and schemas for new structured
disclosures and to set up the infrastructure for structured data intake, validation,
publication, and use. This includes the cost of updating the Commission’s Electronic
Data Gathering, Analysis, and Retrieval (EDGAR) filing system, the integration of
new structured data into databases and internal applications, and the publication of
structured datasets. Such costs can vary based on the volume, complexity, and novelty
of new structured disclosure requirements. The Commission also incurs costs to update
taxonomies and schemas and the related EDGAR intake and validation functions on a
periodic basis.
4 | U.S. SECURITIES AND EXCHANGE COMMISSION
Summary of Enforcement Actions Resulting
from the Use or Analysis of the MachineReadable Data That the Commission Collects
The availability of machine-readable data that has been submitted to the Commission
has enabled staff in the Division of Enforcement (Enforcement) to perform more efficient
analyses of individual issuers’ accounting practices and disclosures and more sophisticated
analyses of accounting practices and disclosures across wide-ranging cross-sections of
issuers. The latter analyses, together with traditional investigative tools, have resulted
in the filing of actions against issuers and related individuals alleging various types
of misconduct that violated the federal securities laws. Without the use or analysis of
machine-readable data, the alleged violations would have been significantly more difficult
to detect and pursue in a cost-effective or timely manner.
Enforcement utilized risk-based data analytics to uncover potential accounting and
disclosure irregularities caused by, among other things, earnings management practices.
Machine-readable data enabled Enforcement staff to review the financial data of thousands
of public issuers in order to detect indicia of earnings management or other types of
financial misconduct. The initiative resulted in charges against six public companies and
several related individuals for violations of the federal securities laws for engaging in
certain practices that gave the appearance of meeting or exceeding consensus earnings-pershare (EPS) estimates.38
JUNE 2023 SEMI-ANNUAL REPORT TO CONGRESS | 5
Analysis of How the Commission’s Staff
Uses the Machine-Readable Data That the
Commission Collects
The Commission’s staff uses several applications to analyze machine-readable data. The
following applications are internally developed and available to Commission staff:
• Filer Profile provides instant access to certain key data points, such as financial data,
audit-related information, and other data for operating companies. It highlights
potentially high-risk data points or topic areas and facilitates further analysis via links
to data sources. Additionally, Filer Profile allows users to identify quickly specific
areas and topics of interest.
• Financial Statement Query Viewer (FSQV) offers users a convenient means of
comparing machine-readable financial statements and notes data for operating
companies across multiple filings and periods. In FSQV, users can query tagged
narrative or numeric disclosures. FSQV has various features, such as the ability to
track a filer’s changes in footnotes across reporting periods and share queries with
other users.
• iView leverages the open-source, freely and publicly available Inline XBRL Viewer.
iView includes various filters and query capabilities, such as the identification of
disclosures with custom tags (i.e., filers creating tags instead of using standard tags)
and the sorting of machine-readable data by scale (e.g., amounts in thousands,
millions, or billions). iView also offers time-series charting and benchmark analyses
for numeric values and tracking changes in narrative disclosures.
Division of Corporation Finance (Corporation Finance) staff uses machine-readable data
in a variety of ways:
• Corporation Finance staff uses machine-readable data to help identify issuers that
are subject to the disclosure and submission requirements of, and potentially subject
to a trading prohibition under, the Holding Foreign Companies Accountable Act
(Commission-Identified Issuers).39 Specifically, the staff uses data in Forms 10-K, 20-F
and 40-F identifying the auditor (or auditors) who provided opinions related to the
financial statements presented in the registrant’s annual report, the location where
6 | U.S. SECURITIES AND EXCHANGE COMMISSION
the auditor’s report has been issued, and the Public Company Accounting Oversight
Board (PCAOB) ID Number(s) of the audit firm(s) or branch(es) providing the
opinion(s).
• Corporation Finance staff uses several items of machine-readable data that appear
on the cover pages of registrants’ annual reports (Forms 10-K, 20-F, and 40-F) to
identify, count, sort, compare, and analyze registrants and their disclosures (e.g., to
identify more readily and accurately issuers that are listed on a specific exchange or
that have identified themselves as well-known seasoned issuers).
• Corporation Finance and Division of Economic and Risk Analysis (DERA) staff
review machine-readable financial statement information contained in filings under
Commission rules. In connection with these reviews, the staff has issued comment
letters to some individual issuers regarding the Inline XBRL tagging requirements.
The staff has also used its findings to publish observations on data quality and
analyses of custom tags.
• Corporation Finance staff uses machine-readable data to make preliminary
assessments of compliance with the Commission’s recently adopted pay-versusperformance disclosure requirements.
The Division of Investment Management (Investment Management) staff uses machinereadable fund disclosures to detect more readily errors and inconsistencies within filings
and to identify funds with particular characteristics or disclosures, as well as funds with
certain holdings, exposures or risk parameters.40 The ability to scan across the industry
for funds with certain disclosures and characteristics enhances Investment Management’s
disclosure review program,41 informs staff recommendations for Commission rulemakings
and other policy initiatives, and supports the staff’s coordination with other federal
agencies. The staff has also used machine-readable information regarding fund holdings,
among other data, to evaluate fund compliance with the federal securities laws and to
identify trends and risks faced by the fund industry. This information can be shared with
the Divisions of Examinations and/or Enforcement when it suggests non-compliance with
law or other heightened risks.
Structured data analysis may also better enable Investment Management staff to identify
fund data errors. When Investment Management staff identified common errors as a result
of our use of structured data, the staff published information highlighting common tagging
JUNE 2023 SEMI-ANNUAL REPORT TO CONGRESS | 7
issues to facilitate more accurate fund disclosure.42 The compliance date has recently
passed for a number of new data tagging requirements, including certain disclosures
associated with closed-end funds, business development companies, and variable insurance
contracts. This new data tagging will enable Investment Management staff to identify more
effectively funds that may not be in compliance with these new disclosure requirements.43
As these new disclosures become more widely tagged, the staff can use the newly available
machine-readable data to evaluate and uncover disclosure and compliance issues and to
help inform future staff policy recommendations.
The Office of the Chief Accountant (OCA) staff uses the Commission’s analytical
applications, including FSQV, iView, and others, to perform searches based on key words
and XBRL tagging. OCA staff uses the output of these searches to conduct research for
accounting consultations, information gathering relevant to accounting standard-setting
projects, and the preparation of responses to specific data requests regarding registrants’
accounting application. OCA staff additionally uses the outputs in researching the
identification of independent auditors concentrated in specific industries, identifying issuers
subject to the Holding Foreign Companies Accountable Act, and supporting Enforcement
on auditor-related matters.
The tagging requirements of filing fee-related information, adopted in 2021,44 will
enable EDGAR to determine automatically in many cases whether a registrant’s filing fee
calculations have been performed correctly. Filings that use the SEC’s optional fee-tagging
tool and test filings that do not pass specific validation tests will be flagged before the
related live filing is filed. This will allow filers to correct any filing fee calculation errors
without needing to wait for Commission staff to verify the calculations manually, and
without having to subsequently revise an already-filed document and adjust any fees owed
due to an erroneous calculation.
8 | U.S. SECURITIES AND EXCHANGE COMMISSION
Public Use of the Machine-Readable Data That
the Commission Collects
Users of machine-readable corporate disclosures include institutional investors,45 asset
managers,46 issuers,47 financial analysts and research firms,48 individual investors,49 data
aggregators,50 the financial press,51 and academics.52 For example, academic studies
indicate that the implementation of XBRL data requirements appear to be correlated
with increased forecast accuracy by financial analysts.53 Also, financial academics have
used XBRL data to study financial reporting complexity.54 Further, staff members of the
Financial Accounting Standards Board (FASB) have used XBRL data to complete more
than 200 research projects over the past several years.55
Financial analysts and press also use data from Commission filings that are in a custom
XML, such as data from Form 13F (quarterly equity holdings reports filed by large
institutional investment managers).56 For example, since August 2022 (when the Form 13F
datasets first became available), there have been 35,000 Form 13F dataset downloads.57
Conclusion
The FDTA’s directives coincide with internal Commission and staff efforts58 to improve the
management and use of data across the agency, consistent with other statutory directives59
as well as overall strategic goals to work more efficiently.
JUNE 2023 SEMI-ANNUAL REPORT TO CONGRESS | 9
Appendix
FDTA Section 5825(b)(2)(A) requires an identification of which corporate disclosures
required under Securities Act Section 7 and Exchange Act Sections 13 and 14 are expressed
as machine-readable data and which are not. The Commission collects these disclosures
via the submission of forms and schedules through the EDGAR System. This Appendix
identifies the disclosures expressed in a machine-readable format on an individual form,
schedule, and statement basis. All other required disclosures in these filings are submitted
in a non-machine readable format. The Appendix also identifies the forms, schedules, or
statements that do not collect any machine-readable information. It does not include other
collections of information with machine-readable data that are not required under these
statutory provisions.
The Commission’s requirement to file information tagged in XBRL (Inline XBRL, except
where noted) is implemented primarily through Rule 405 of Regulation S-T. Rule 405
addresses the obligation to tag financial statements60 and disclosure regarding pay-versusperformance, action to recover erroneously awarded compensation, insider trading
arrangements and policies, and policies and practices related to the grant of certain
equity awards close in time to the release of material non-public information. Rule 406
of Regulation S-T addresses the obligation to tag the cover page of Forms 10-K, 10-Q,
8-K, 20-F, and 40-F. Rule 408 of Regulation S-T addresses the obligation to tag the filing
fee exhibit for registration statements and related fee-bearing prospectus supplements
(excluding SF-1, SF-3, S-20, Schedule B, F-6, F-7, F-8 and F-80), fee-bearing Schedules
14A, 14C, 13E-3, 13E-4F, TO, and 14D-1F, and statements under Rule 13e-1 (phase-in
begins in 2024).
CORPORATE DISCLOSURES IN FORMS UNDER SECURITIES ACT SECTION 7
Securities Act Registration Statements61
Form S-1
• Financial statements must be tagged in Inline XBRL.
• Filing fee exhibits must be tagged in Inline XBRL.
Form S-3
• Financial statements must be tagged in Inline XBRL.
• Filing fee exhibits must be tagged in Inline XBRL.
10 | U.S. SECURITIES AND EXCHANGE COMMISSION
Form S-4
• Financial statements must be tagged in Inline XBRL.
• Filing fee exhibits must be tagged in Inline XBRL.
Form S-8
• Filing fee exhibits must be tagged in Inline XBRL.
Form S-11
• Financial statements must be tagged in Inline XBRL.
• Filing fee exhibits must be tagged in Inline XBRL.
Form F-1
• Financial statements must be tagged in Inline XBRL.
• Filing fee exhibits must be tagged in Inline XBRL.
Form F-3
• Financial statements must be tagged in Inline XBRL.
• Filing fee exhibits must be tagged in Inline XBRL.
Form F-4
• Financial statements must be tagged in Inline XBRL.
• Filing fee exhibits must be tagged in Inline XBRL.
Form F-10
• Financial statements must be tagged in Inline XBRL.
• Filing fee exhibits must be tagged in Inline XBRL.
Form SF-1/SF-3 (registration forms used by certain types of asset-backed issuers)
• If an asset-backed issuer registrant’s asset pool includes residential mortgages,
commercial mortgages, automobile loans, automobile leases, debt securities or
re-securitizations of asset-backed securities, certain asset-level information62 is
required to be filed under cover of Form ABS-EE in XML format.63 The initial
asset-level disclosure filing is incorporated by reference into the relevant registration
statement filing or related prospectus filing.
• Filing fee exhibits are not required to be tagged, but may be tagged, in Inline XBRL.
No machine-readable data is required in Forms F-6, F-7, F-8 and F-80 (registration
statements available only to a registrant that is incorporated or organized under the laws
of Canada or any Canadian province or territory and meets certain other conditions).
JUNE 2023 SEMI-ANNUAL REPORT TO CONGRESS | 11
No machine-readable data is required in Form S-20 (used to register standardized options
under the Securities Act if specified conditions are met) or in Schedule B (a registration
statement available only to a registrant that is a foreign government).
CORPORATE DISCLOSURES IN FORMS AND SCHEDULES UNDER
EXCHANGE ACT SECTION 13
Form 10-K
• Financial statements must be tagged in Inline XBRL.
• Cover page information (e.g., company name, form type, filer size, public float, ticker
•
•
•
•
•
symbol) must be tagged in Inline XBRL.
The identity of the auditor (or auditors) who have provided opinions related to the
financial statements presented in the registrant’s annual report, the location where the
auditor’s report has been issued, and the PCAOB ID Number(s) of the audit firm(s) or
branch(es) providing the opinion(s) must be tagged in Inline XBRL.
Disclosure required by Item 402(w) of Regulation S-K (registrant’s action to recover
erroneously awarded compensation) must be tagged in Inline XBRL.
Disclosure required by Item 402(x) of Regulation S-K (registrant’s policies and
practices related to the grant of certain equity awards close in time to the release of
material non-public information) must be tagged in Inline XBRL.
Disclosure required by Item 408(a), (b)(1) and (d)64 of Regulation S-K (registrant’s
insider trading arrangements and policies) must be tagged in Inline XBRL.
Disclosure required by Item 601(b)(26) and Item 703 of Regulation S-K (purchases of
equity securities by registrant and affiliated purchasers) must be tagged in Inline XBRL.
Form 10-Q
• Financial statements must be tagged in Inline XBRL.
• Disclosure required by Item 408(a) and (d) of Regulation S-K (registrant’s insider
trading arrangements and policies) must be tagged in Inline XBRL.
• Disclosure required by Item 601(b)(26) and Item 703 of Regulation S-K (purchases of
equity securities by registrant and affiliated purchasers) must be tagged in Inline XBRL.
Form 11-K
• Financial statements must be tagged in Inline XBRL (beginning in 2025).
12 | U.S. SECURITIES AND EXCHANGE COMMISSION
Form 20-F
• Financial statements must be tagged in Inline XBRL.
• Cover page information must be tagged in Inline XBRL (when Form 20-F is filed as
•
•
•
•
an annual report).
Disclosure required by Item 6.F (registrant’s action to recover erroneously awarded
compensation) must be tagged in Inline XBRL.
The identity of the auditor (or auditors) who have provided opinions related to the
financial statements presented in the registrant’s annual report, the location where the
auditor’s report has been issued, and the PCAOB ID Number(s) of the audit firm(s) or
branch(es) providing the opinion(s) must be tagged in Inline XBRL.
Disclosure required by Item 16E (purchases of equity securities by registrant and
affiliated purchasers) must be tagged in Inline XBRL.
Disclosure required by Item 16.J (insider trading policies).
Form 40-F
• Financial statements must be tagged in Inline XBRL.
• Cover page information must be tagged in Inline XBRL (when Form 40-F is filed as
an annual report).
• Disclosure required by General Instruction B, paragraph (19) (registrant’s action to
recover erroneously awarded compensation) must be tagged in Inline XBRL.
• The identity of the auditor (or auditors) who have provided opinions related to the
financial statements presented in the registrant’s annual report, the location where the
auditor’s report has been issued, and the PCAOB ID Number(s) of the audit firm(s) or
branch(es) providing the opinion(s), must be tagged in Inline XBRL.
Form ABS-EE
• The information in the Form ABS-EE must be tagged in XML.
Form 8-K
• Cover page information must be tagged in Inline XBRL.
• Financial statements must be tagged in Inline XBRL (when the form includes audited
annual financial statements that are a revised version of financial statements that
previously were filed with the Commission).
JUNE 2023 SEMI-ANNUAL REPORT TO CONGRESS | 13
Form 6-K
• Financial statements must be tagged in Inline XBRL (when the form includes audited
annual financial statements that are a revised version of financial statements that
previously were filed with the Commission, or current interim financial statements
are included pursuant to the nine-month updating requirement of Item 8.A.5 of
Form 20-F).
Form F-SR
• Purchases of equity securities by registrant and affiliated purchasers must be tagged in
Inline XBRL.
Form SD
• Information included in the Resource Extraction Issuer Disclosure Report (Exhibit
2.01) must be filed in XBRL.
Form 10-D
• ABS issuers generally are required to file standard Exchange Act filings, including
Forms 10-K and 8-K. Additionally, ABS issuers are required to file ongoing reports
(typically monthly) on Form 10-D, which include the distribution report sent to
the holders of the ABS. If the issuer’s asset pool includes residential mortgages,
commercial mortgages, automobile loans, automobile leases, debt securities or
re-securitizations of asset-backed securities, Form 10-D must also incorporate by
reference the current asset-level disclosure filing on Form ABS-EE, which must be filed
in XML format.
Schedules 13E-3 and 13E-4F and Statements under Rule 13e-1
• Filing fee exhibits must be tagged in Inline XBRL.
No machine-readable data is required in Schedules 13D and 13G (beneficial ownership
reports) or Form 18-K (annual report form used by foreign governments or political
subdivisions of foreign governments with securities listed on a United States exchange).
Exchange Act Section 13(n) requires Security-Based Swap Data Repositories to file
registration statements (Form SDR). Commission Rules 13n-1(b) and 13n-11(f)(5) require
entities to file Form SDR and all amendments “electronically in a tagged data format.”
14 | U.S. SECURITIES AND EXCHANGE COMMISSION
The Commission has stated that for a period of four years following Regulation SBSR’s
Compliance Date 1, “an entity submitting an application to register would not need to
comply with the requirement in Rule 13n-1(b) and Rule 13n-11(f)(5) to file Form SDR
and all amendments ‘electronically in a tagged data format’ but instead would be able to
submit such documents to the Commission electronically as portable document format
(PDF) files, consistent with the CFTC SDR application procedures under Part 49.3(a)
(1).775.”65
CORPORATE DISCLOSURES IN SCHEDULES UNDER EXCHANGE ACT SECTION 14
Schedules 14A/14C
• Disclosure required by Item 402(v) of Regulation S-K (pay versus performance) must
•
•
•
•
be tagged in Inline XBRL.
Disclosure required by Item 402(w) of Regulation S-K (registrant’s action to recover
erroneously awarded compensation) must be tagged in Inline XBRL.
Disclosure required by Item 402(x) of Regulation S-K (registrant’s policies and
practices related to the grant of certain equity awards close in time to the release of
material non-public information) must be tagged in Inline XBRL.
Disclosure required by Item 408(b)(1) of Regulation S-K (registrant’s insider trading
arrangements and policies) must be tagged in Inline XBRL.
Filing fee exhibits must be tagged in Inline XBRL.
Schedules TO and 14D-1F
• Filing fee exhibits must be tagged in Inline XBRL.
No machine-readable data is required in Schedules 14D-9, 14D-9F, or 14N.
Specific forms govern the disclosures made by mutual funds, exchange-traded funds
(ETFs), money market funds, variable insurance products, closed-end funds and business
development companies (BDCs) (together, funds). Funds are subject to a number
of disclosure requirements, several of which are required to be machine-readable.
Institutional investment managers are also required to periodically disclose certain
holdings. The list below provides a complete list of such machine-readable disclosure
requirements for these entities.
JUNE 2023 SEMI-ANNUAL REPORT TO CONGRESS | 15
The following is a list of Machine-Readable Fund Disclosures under Securities Act
Section 7 and Exchange Act Sections 13 and 14
FUND DISCLOSURES IN FORMS UNDER SECURITIES ACT SECTION 7
Securities Act Registration Statements
Form N-1A
• Items 2 through 4 of Form N-1A must be tagged in Inline XBRL. (Mutual funds and
ETFs are required to tag their investment objectives, fee tables, principal strategies,
principal risks, and performance information.)
Form N-2
• Cover page of Form N-2 must be tagged in Inline XBRL.
• Items 3.1, 4.3, 8.2.b, 8.2.d, 8.3.a, 8.3.b, 8.5.b, 8.5.c, 8.5.e, 10.1.a-d, 10.2.a-c, 10.2.e,
10.3, and 10.5 of Form N-2 must be tagged in Inline XBRL. (Closed-end funds and
BDCs are required to tag their fee table, senior securities table, investment objectives
and policies, risk factors, share price data, and capital stock, long-term debt and other
securities. This information may be tagged in the prospectus or in periodic reports.)
• Filing fee exhibits must be tagged in Inline XBRL. (Closed-end funds that are not
interval funds are required to tag their filing fee exhibits.)
Form N-3
• Items 2, 4, 5, 11, 18 and 19 of Form N-3 for contracts available to new investors
must be tagged in Inline XBRL. (Variable insurance contracts are required to tag
their key information table, fee table, principal risks, information about benefits, and
investment options.)
Form N-4
• Items 2, 4, 5, 10, and 17 of Form N-4 for contracts available to new investors must
be tagged in Inline XBRL. (Variable insurance contracts are required to tag their
key information table, fee table, principal risks, information about benefits, and
investment options.)
16 | U.S. SECURITIES AND EXCHANGE COMMISSION
Form N-6
• Items 2, 4, 5, 10, 11, and 18 of Form N-6 for contracts available to new investors
must be tagged in Inline XBRL. (Variable insurance contracts are required to tag
their key information table, fee table, principal risks, information about benefits, and
investment options.)
Form N-14
• Filing fee exhibits must be tagged in Inline XBRL. (Closed-end funds that are not
interval funds are required to tag their filing fee exhibits.)
No machine-readable data is required in Forms N-5 and S-6.
FUND DISCLOSURES IN FORMS UNDER EXCHANGE ACT SECTION 13
Form N-CSR
• Item 27A of Form N-1A will be required to be tagged in Inline XBRL. (Mutual
funds and ETFs will be required to tag their shareholder reports, which includes fee,
performance, holdings, material changes and other specified fund information.) Note:
The compliance date is July 24, 2024.
• Items 3.1, 4.3, 8.2.b, 8.2.d, 8.3.a, 8.3.b, 8.5.b, 8.5.c, 8.5.e, 10.1.a-d, 10.2.a-c, 10.2.e,
10.3, and 10.5 of Form N-2 must be tagged in Inline XBRL. (Closed-end funds
are required to tag their fee table, senior securities table, investment objectives and
policies, risk factors, share price data, and capital stock, long-term debt and other
securities. This information may be tagged in the N-CSR filing to the extent this
information is included.)
• Item 14 of Form N-CSR will be required to be tagged in Inline XBRL. (Listed closedend funds will be required to disclose certain share repurchase information.) The
compliance date commences with the Form N-CSR that covers the first six-month
period that begins on or after January 1, 2024.
• Item 18 of Form N-CSR will be required to be tagged in Inline XBRL. (Internally
managed closed-end funds are required to tag disclosure related to the recovery of
erroneously awarded compensation.) Note: The compliance date is dependent on
exchanges updating their listing requirements.
JUNE 2023 SEMI-ANNUAL REPORT TO CONGRESS | 17
Form N-CEN
• Form N-CEN must be filed in XML format. (Form N-CEN provides annual census
information or nearly all registered investment companies. The filing of N-CEN
satisfies Exchange Act reporting obligations for unit investment trusts.)
Form 10-K (Only for BDCs)
• Cover page information (e.g., company name, form type, filer size, public float, ticker
•
•
•
•
•
•
•
symbol) must be tagged in Inline XBRL.
Items 3.1, 4.3, 8.2.b, 8.2.d, 8.3.a, 8.3.b, 8.5.b, 8.5.c, 8.5.e, 10.1.a-d, 10.2.a-c, 10.2.e,
10.3, and 10.5 of Form N-2 must be tagged in Inline XBRL. (BDCs are required
to tag their fee table, senior securities table, investment objectives and policies, risk
factors, share price data, and capital stock, long-term debt and other securities. This
information may be tagged in the 10-K to the extent this information is included in
the Exchange Act report.)
Financial statements and schedules listing various BDC investments must be tagged in
Inline XBRL.
The identity of the auditor (or auditors) who have provided opinions related to the
financial statements presented in the registrant’s annual report, the location where the
auditor’s report has been issued, and the PCAOB ID Number(s) of the audit firm(s) or
branch(es) providing the opinion(s) must be tagged in Inline XBRL.
Disclosure required by Item 402(w) of Regulation S-K (registrant’s action to recover
erroneously awarded compensation) must be tagged in Inline XBRL.
Disclosure required by Item 402(x) of Regulation S-K (registrant’s policies and
practices related to the grant of certain equity awards close in time to the release of
material non-public information) must be tagged in Inline XBRL.
Disclosure required by Item 408(a), 408(b)(1), and 408(d) of Regulation S-K
(registrant’s insider trading arrangements and policies) must be tagged in Inline XBRL.
Disclosure required by Items 601(b)(26) and 703 of Regulation S-K (registrant’s share
repurchases) must be tagged in Inline XBRL.
Form 10-Q (Only for BDCs)
• Cover page information must be tagged in Inline XBRL.
• Financial statements must be tagged in Inline XBRL.
• Items 3.1, 4.3, 8.2.b, 8.2.d, 8.3.a, 8.3.b, 8.5.b, 8.5.c, 8.5.e, 10.1.a-d, 10.2.a-c, 10.2.e,
10.3, and 10.5 of Form N-2 must be tagged in Inline XBRL. (BDCs are required
to tag their fee table, senior securities table, investment objectives and policies, risk
factors, share price data, and capital stock, long-term debt and other securities. This
information may be tagged in the 10-Q to the extent this information is updated in
the Exchange Act report.)
18 | U.S. SECURITIES AND EXCHANGE COMMISSION
• Disclosure required by Item 408(a) and 408(d) of Regulation S-K (registrant’s insider
trading arrangements and policies) must be tagged in Inline XBRL.
• Disclosure required by Items 601(b)(26) and 703 of Regulation S-K (registrant’s share
repurchases) must be tagged in Inline XBRL.
Form 8-K (Only for BDCs and is optional for registered closed-end funds)
• Cover page information must be tagged in Inline XBRL.
• Items 3.1, 4.3, 8.2.b, 8.2.d, 8.3.a, 8.3.b, 8.5.b, 8.5.c, 8.5.e, 10.1.a-d, 10.2.a-c, 10.2.e,
10.3, and 10.5 of Form N-2 must be tagged in Inline XBRL. (BDCs are required
to tag their fee table, senior securities table, investment objectives and policies, risk
factors, share price data, and capital stock, long-term debt, and other securities. This
information may be tagged in the 8-K to the extent this information is updated in the
Exchange Act report.)
• Financial statements must be tagged in Inline XBRL (when the form includes audited
annual financial statements that are a revised version of financial statements that
previously were filed with the Commission).
Form 13F
• Form 13F must be filed in XML format. (Form 13F is a quarterly report of certain
holdings required of all institutions with equity assets of $100 million or more. This
includes investment advisers, banks, insurance companies, broker-dealers, pension
funds, and corporations.)
FUND DISCLOSURES IN SCHEDULES UNDER EXCHANGE ACT SECTION 14
Schedules 14A/14C
• For BDCs, disclosure required by Item 402(v) of Regulation S-K (pay versus
•
•
•
•
performance) must be tagged in Inline XBRL.
For BDCs, disclosure required by Item 402(w) of Regulation S-K (registrant’s action
to recover erroneously awarded compensation) must be tagged in Inline XBRL.
For BDCs, disclosure required by Item 402(x) of Regulation S-K (registrant’s policies
and practices related to the grant of certain equity awards close in time to the release
of material non-public information) must be tagged in Inline XBRL.
For BDCs, disclosure required by Item 408(b)(1) of Regulation S-K (registrant’s
insider trading arrangements and policies) must be tagged in Inline XBRL.
Filing fee exhibits must be tagged in Inline XBRL.
JUNE 2023 SEMI-ANNUAL REPORT TO CONGRESS | 19
Endnotes
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
See James M. Inhofe National Defense Authorization Act for Fiscal Year 2023, P.L. 117-263 (2022).
See FDTA Section 5825(b).
See FDTA Section 5825(c) (“Beginning on the date that is 7 years after the date of enactment of this Act, this
section shall have no force or effect.”).
See FDTA Section 5825(b). A separate provision of the FDTA indicates that the term “machine-readable,”
when used with respect to data, means data in a format that can be easily processed by a computer without
human intervention while ensuring no semantic meaning is lost. See FDTA Section 5811 (providing that the
term “machine-readable” shall have the meaning given in 44 U.S.C. 3502(18)).
15 U.S.C. 77g.
15 U.S.C. 78m.
15 U.S.C. 78n.
Including Form SDR discussed in the Appendix at 14.
Structured data is data that is tagged to make it machine-readable.
See Interactive Data to Improve Financial Reporting, Release No. 33-9002 (adopting release) [74 FR 6776
(Feb. 9, 2009)] (“Interactive Data to Improve Financial Reporting”) as corrected by Interactive Data to
Improve Financial Reporting, Release No. 33-9002A [74 FR 15666 (Apr. 7, 2009)].
See Interactive Data to Improve Financial Reporting, supra note 10, at 6778 (describing how financial
reporting in XBRL involves the use of standard tags that cover “financial concepts that can be read and
understood by software applications”). See also XBRL: What Is It? Why the FASB? Who Uses It?, FASB.
org (Apr. 1, 2021), available at https://www.fasb.org/Page/ShowPdf?path=FASB_in_Focus--XBRL_(4-21).pdf
(“[XBRL] is the open international standard for digital business reporting. XBRL is used to deliver humanreadable financial statements in a machine-readable, structured data format.”).
See Interactive Data for Mutual Fund Risk/Return Summary, Release No. 33-9006 (adopting release) [74 FR
7747 (Feb. 19, 2009)] as corrected by Interactive Data for Mutual Fund Risk/Return Summary; Correction,
Release No. 33-9006A [74 FR 21255 (May 7, 2009)].
See Inline XBRL Filing of Tagged Data, Release No. 33-10514 (adopting release) [83 FR 40846 (Aug. 16,
2018)] (“Inline XBRL Filing of Tagged Data Adopting Release”).
See Inline XBRL Filing of Tagged Data Adopting Release, supra note 13, at Section III.A.1.a.
FAST Act Modernization and Simplification of Regulation S-K, Release No. 33-10618 (adopting release) [84
FR 12674 (Apr. 2, 2019)] as corrected by FAST Act Modernization and Simplification of Regulation S-K;
Correction, Release No. 33-10618A [84 FR 39966 (Aug. 13, 2019)].
See Filing Fee Disclosure and Payment Methods Modernization, Release No. 33-10997 (adopting release) [86
FR 70166 (Dec. 9, 2021)] (“Filing Fee Disclosure and Payment Methods Modernization Adopting Release”).
See Holding Foreign Companies Accountable Act Disclosure, Release No. 34-93701 (adopting release) [86 FR
70027 (Dec. 9, 2021)].
See, e.g., Share Repurchase Disclosure Modernization, Release 34-97424 (May 3, 2023) (adopting release)
[88 FR 36002 (Jun. 1, 2023)]; Insider Trading Arrangements and Related Disclosures, Release No. 3311138 (adopting release) [87 FR 80362 (Dec. 29, 2022)]; Enhanced Reporting of Proxy Votes by Registered
Management Investment Companies; Reporting of Executive Compensation Votes by Institutional Investment
Managers, Release No. 33-11131 (adopting release) [87 FR 78770 (Dec. 22, 2022)] (“Enhanced Reporting
Adopting Release”); Short Position and Short Activity Reporting by Institutional Investment Managers,
Release No. 34-94313 (proposing release) [87 FR 14950 (Mar. 16, 2022)]; see also Standard Taxonomies,
SEC.gov, available at https://www.sec.gov/info/edgar/edgartaxonomies (last modified Apr. 6, 2023) (providing
information on the current taxonomies supported by the Commission’s Interactive Data program).
See, e.g., Enhanced Reporting Adopting Release, supra note 18 (Section II.G. discussing decision to adopt
custom XML as Form N-PX reporting data language); Electronic Submission of Orders Under the Advisers
Act and the Investment Company Act, Confidential Treatment Requests for Filings on Form 13F, and Form
ADV-NR; Amendments to Form 13F, Release Nos. 34-95148 [87 FR 38943, 38954 (Jun. 30, 2022)] (Section
IV.B. stating that fund managers submit Form 13F on EDGAR in a custom XML structured data language
created specifically for Form 13F).
See Current EDGAR Technical Specifications, SEC.gov (Apr. 14, 2023), available at https://www.sec.gov/
edgar/filer-information/current-edgar-technical-specifications (last modified Apr. 14, 2023).
20 | U.S. SECURITIES AND EXCHANGE COMMISSION
21
22
23
24
25
26
See SEC, EDGAR Filer Manual, Volume II, ch. 8-9 (Version 65, Mar. 2023), available at https://www.sec.
gov/edgar/filermanual.
See, e.g., Xin Luo et al., Initial Evidence on the Market Impact of the iXBRL Adoption, 37 Acct. Horizons
143 (2021); Yuyun Huang et al., Information Processing Costs and Stock Price Informativeness: Evidence
from the XBRL Mandate, 46 Austl. J. Mgmt. 110 (2021); Ju-Chun Yen & Tawei Wang, The Association
Between XBRL Adoption and Market Reactions to Earnings Surprises, 29 J. Info. Sys. 51 (2015); Yi Dong
et al., Does Information-processing Cost Affect Firm-specific Information Acquisition? Evidence from XBRL
Adoption, 51 J. Fin. & Quantitative Analysis 435 (2016); Yanan Zhang et al., XBRL Adoption and
Expected Crash Risk, 38 J. Acct. & Pub. Pol’y 31 (2019); Jap Efendi et al., Do XBRL Filings Enhance
Informational Efficiency? Early Evidence from Post-earnings Announcement Drift, 67 J. Bus. Rsch.
1099 (2014). See also J. Efrim Boritz & Won Gyun No, How Significant are the Differences in Financial
Data Provided by Key Data Sources? A Comparison of XBRL, Compustat, Yahoo! Finance, and Google
Finance, 34 J. Info. Sys. 47 (2020).
See, e.g., Yuyun Huang et al., Insider Profitability and Public Information: Evidence from the XBRL
Mandate (Sep. 17, 2019), available at SSRN: http://dx.doi.org/10.2139/ssrn.3455105; Bing Li et al., The
Impact of XBRL Adoption on Local Bias: Evidence from Mandated US Filers, 39 J. Acct. & Pub. Pol’y
106767 (2020). See also Jeong-Bon Kim et al., Information-processing Costs and Breadth of Ownership, 36
Contemp. Acct. Rsch. 2408 (2019); Nilabhra Bhattacharya et al., Leveling the Playing Field Between Large
and Small Institutions: Evidence from the SEC’s XBRL Mandate, 93 Acct. Rev. 51 (2018); but see Elizabeth
Blankespoor et al., Initial Evidence on the Market Impact of the XBRL Mandate, 19 Rev. Acct. Stud. 1468
(2014).
See, e.g., Andrew J. Felo et al., Can XBRL Detailed Tagging of Footnotes Improve Financial Analysts’
Information Environment? 28 Int’l. J. Acct. Info. Sys. 45 (2018) (“XBRL Detailed Tagging of Footnotes”);
Marcus Kirk et al., From Print to Practice: XBRL Extension Use and Analyst Forecast Properties (Aug. 18,
2016), available at SSRN: http://dx.doi.org/10.2139/ssrn.2826159; Chunhui Liu et al., XBRL’s Impact on
Analyst Forecast Behavior: An Empirical Study, 33 J. Acct. & Pub. Pol’y 69 (2014); but see Sherwood Lane
Lambert et al., Analysts’ Forecasts Timeliness and Accuracy Post-XBRL, 27 Int’l J. Acct. & Info. Mgmt.
151 (2019). See also Alastair Lawrence et al., Investor Demand for Sell-side Research, 92 Acct. Rev. 123
(2017).
See, e.g., Elizabeth Blankespoor, The Impact of Information Processing Costs on Firm Disclosure Choice:
Evidence from the XBRL Mandate, 57 J. Acct. Rsch. 919 (2019); Jeong-Bon Ki et al., Does XBRL
Adoption Constrain Earnings Management? Early Evidence from Mandated U.S. Filers, 36 Contemp.
Acct. Rsch. 2610 (2019). See also Steve Yang et al., The Impact of XBRL on Financial Statement
Structural Comparability, in Network, Smart and Open: Three Keywords for Information Systems
Innovation 193 (Rita Lamboglia et al., ed. 2018); but see Sandip Dhole et al., Effects of the SEC’s XBRL
Mandate on Financial Reporting Comparability, 19 Int’l J. Acct. Info. Sys. 29 (2015).
See, e.g., Yuan George Shan & Indrit Troshani, Does XBRL Benefit Financial Statement Auditing? 54 J.
Comput. Info. Sys. 11 (2014) (finding XBRL adoption to be negatively associated with audit fees due to
its facilitation of the auditing process through enhancement of financial statement transparency); Hui Du
& Kean Wu, XBRL Mandate and Timeliness of Financial Reporting: Do XBRL Filings Take Longer? 15 J.
Emerg. Tech. Acct. 57 (2018) (finding decreased reporting lags for XBRL filings compared to non-XBRL
filings from accelerated and large accelerated filers, but not for non-accelerated filers, and postulating that
accelerated and large accelerated filers have updated their computer system to use a systemic accounting
ecosystem); Keval Amin et al., The Effect of the SEC’s XBRL Mandate on Audit Report Lags, 32 Acct.
Horizons 1 (2018) (finding decrease in audit report lags and audit fees following the mandatory adoption of
XBRL, likely driven at least in part by auditor efficiency gains).
JUNE 2023 SEMI-ANNUAL REPORT TO CONGRESS | 21
27
28
29
30
31
32
33
34
35
36
37
See Wafa Sassi et al., The Impact of Mandatory Adoption of XBRL on Firm’s Stock Liquidity: A CrossCountry Study, 19 J. Fin. Reporting & Acct. 299 (2021); Chae-Won Ra & Ho-Young Lee, XBRL
Adoption, Information Asymmetry, Cost of Capital, and Reporting Lags, 10 iBusiness, 93 (2018); SyouChing Lai et al., 23 XBRL Adoption and Cost of Debt, Int’l. J. Acct. & Info. Mgmt. 199 (2015); Tienshih
Hsieh & Jean C. Bedard, Impact of XBRL on Voluntary Adopters’ Financial Reporting Quality and Cost
of Equity Capital, 15 J. Emerging Technologies in Acct. 45 (2018); Xin Cheng et al., How Does
Information Processing Efficiency Relate to Investment Efficiency? Evidence from XBRL Adoption, 35 J.
Info. Sys. 1 (2021); Olivia Berkman, XBRL: What are the Benefits, FEI Daily (Aug. 29, 2019), available at
https://www.financialexecutives.org/FEI-Daily/August-2019/XBRL-What-are-the-Benefits.aspx (“Berkman,
XBRL Benefits”).
Specific examples of Commission staff usage of machine-readable disclosures are provided in subsequent
sections.
Inline XBRL documents are both human-readable and machine-readable. Custom XML documents are
rendered into human-readable versions on the Commission’s public-facing website, https://www.sec.gov/edgar/
searchedgar/companysearch.
See DERA Data Library, https://www.sec.gov/dera/data; Structured Disclosure RSS Feeds, https://www.sec.
gov/structureddata/rss-feeds-submitted-filings; Application Programming Interfaces, https://www.sec.gov/
edgar/sec-api-documentation.
See AICPA, XBRL Costs for Small Companies Have Declined 45% Since 2014 (2018), available at https://
us.aicpa.org/content/dam/aicpa/interestareas/frc/accountingfinancialreporting/xbrl/downloadabledocuments/
xbrl-costs-for-small-companies.pdf (“AICPA, XBRL Costs for Small Companies Have Declined”) (noting a
45% decline in XBRL costs for small companies from 2014 to 2017).
See F. Guo, X. Luo, P. R. Wheeler, L. Yang, X. Zhao & Y. Zhang, Enterprise Resource Planning Systems and
XBRL Reporting Quality, 35 J. Info. Sys. 77-106 (2021).
See AICPA, XBRL Costs for Small Companies Have Declined, supra note 31. While the survey did not specify
the particular filings covered, XBRL filing requirements for reporting companies at the time of the sample
included the XBRL (non-Inline) tagging of quarterly and annual financial statements filed in periodic reports
(e.g., Forms 10-Q, 10-K, and 20-F) and registration statements (e.g., Forms S-1, S-3, and F-1) filed after the
initial public offering.
See letter from Nasdaq, Inc. (Mar. 21, 2019), Request for Comment on Earnings Releases and Quarterly
Reports, Release No. 33-10588 [83 FR 65601 (Dec. 21, 2018)]. Both surveys were conducted before the
Commission’s transition from XBRL to Inline XBRL and before the implementation of cover page and other
tagging requirements for periodic reports.
See, e.g., Electronic Submission of Certain Material Under the Securities Exchange Act of 1934; Amendments
Regarding the FOCUS Report, Release No. 33-11176 (Mar. 22, 2023) (proposing release) [88 FR 23920,
23993–23994 (Apr. 18, 2020)] (observing a higher number of tagged information in filings from a population
of Nasdaq-listed companies than in filings from a population of small companies).
See Inline XBRL Filing of Tagged Data, Adopting Release, supra note 13. All operating companies that report
under the Exchange Act must tag their financials using Inline XBRL subject to limited exceptions (e.g., assetbacked securities issuers).
Securities Offering Reform for Closed-End Investment Companies, Release No. 33-10771 (Apr. 8, 2020)
(adopting release) [85 FR 33290, 33337 (Jun. 1, 2020)]; Securities Offering Reform for Closed-End
Investment Companies, Release No. 33-10619 (Mar. 20, 2019) (proposing release) [84 FR 14448, 14503
(Apr. 10, 2019)].
22 | U.S. SECURITIES AND EXCHANGE COMMISSION
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
The six EPS cases covered a wide variety of practices that impacted EPS. See In re Interface, Inc., Release Nos.
33-10854, 34-90018 (Sep. 28, 2020) (settled action) (making unsupported manual accounting adjustments
that boosted the company’s income); In re Fulton Fin. Corp., Release No. 34-90017 (Sep. 28, 2020) (settled
action) (reporting valuation allowances in a manner that was at odds with the valuation methodologies
described in the same filings); In re Healthcare Services Grp., Inc., Release Nos. 33-10967, 34-92735
(Aug. 21, 2021) (settled action) (failing to timely accrue and disclose material loss contingencies related
to private litigation); In re Rollins Inc., Release Nos. 33-11052, 34-94742 (Apr. 18, 2022) (settled action)
(making unsupported reductions in accounting reserves); Securities and Exchange Commission v. Hutchison,
No. 1:22-cv-02296 (D.D.C. filed Aug. 3, 2022) (litigated action) (alleging that the defendant engaged in the
practice of shipping future orders ahead of schedule to “pull forward” revenue and failed to disclose this
practice to investors) and In re Surgalign Holdings, Inc., Release Nos. 33-11088, 34-95415 (Aug. 3, 2022)
(settled action); and In re Gentex Corp., Release No. 34-96819 (Feb. 7, 2023) (settled action) (reducing an
accrual for a performance-based bonus program).
Information and lists of Commission-Identified Issuers under the Holding Foreign Companies Accountable
Act are available on the Commission’s website at https://www.sec.gov/hfcaa.
See Division of Investment Management, Accounting and Disclosure Information 2019-09, Performance and
Fee Issues (“Investment Management, Accounting and Disclosure Information 2019-09”), available at https://
www.sec.gov/investment/accounting-and-disclosure-information/performance/adi-2019-09-performance-andfee-issues.
The disclosure review program refers to the staff’s review of fund registration statements, proxy materials,
shareholder reports and other disclosures.
See Investment Management, Accounting and Disclosure Information 2019-09, supra note 40.
See Securities Offering Reform for Closed-End Investment Companies, Release No. IC-33836 (adopting
release) [85 FR 33290 (Jun. 1, 2020)]; Updated Disclosure Requirements and Summary Prospectus for
Variable Annuity and Variable Life Insurance Contracts, Release No. IC-33814 (adopting release) [85 FR
25964 (May 1, 2020)].
See Filing Fee Disclosure and Payment Methods Modernization Adopting Release, supra note 16.
See, e.g., Who’s Using XBRL Data and Why: Case Studies, Morgan Stanley Research (Nov. 2017), available
at https://www.calcbench.com/home/pdf?name=MS%20XBRL%20Case%20Study%2011-1-2017.pdf.
See, e.g., 2019 Pension Review First Take: Flat to Down, Goldman Sachs Asset Management (2020) (an
example of asset manager use of XBRL data), available at https://www.gsam.com/content/dam/gsam/pdfs/
common/en/public/articles/2020/2019_Pension_First_Take.pdf?sa=n&rd=n (citing an XBRL research software
provider as a data source).
See Berkman, XBRL Benefits, supra note 27.
See, e.g., How Third Party Data Providers Use Structured Data and Why; XBRL US, Financial Fundamentals
Analysis – What Analysts Can Do with Structured Data, XBRL.us (March 2016), available at https://xbrl.us/
events/analyst-webinar-160323/ (“How Third Party Data Providers Use Structured Data and Why”).
See, e.g., Paulien Zhu, The Effect of XBRL on Insider Trading Profitability, Erasmus Univeriteit
Rotterdam (2018) (noting a decrease in the information gap between insiders and individual investors
associated with XBRL requirements).
See How Third Party Data Providers Use Structured Data and Why, supra note 48.
See, e.g., J. Eaglesham, How Companies Treat Stock Options When Tallying Cash Flow Perplexes Investors,
Wall St. J. (Oct. 7, 2022), available at https://www.wsj.com/articles/how-companies-treat-stock-optionswhen-tallying-cash-flow-perplexes-investors-11665098910 (citing an XBRL research software provider as a
data source).
See, e.g., R. Hoitash & U. Hoitash, Measuring Accounting Reporting Complexity with XBRL, 93 Accounting
Review 259-287 (2018) (“Hoitash & Hoitash, Measuring Accounting Reporting Complexity”).
See XBRL Detailed Tagging of Footnotes (and related citations), supra note 24.
See Hoitash & Hoitash, Measuring Accounting Reporting Complexity, supra note 52.
XBRL: What Is It? Why the FASB? Who Uses It?, FASB.org, available at https://www.fasb.org/page/
PageContent?pageId=/staticpages/what-is-xbrl.html&isstaticpage=true.
JUNE 2023 SEMI-ANNUAL REPORT TO CONGRESS | 23
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See, e.g., Sonali Basak, The Really, Really Rich Are Playing It Safe, Bloomberg.com (Feb. 17, 2023),
available at https://www.bloomberg.com/news/newsletters/2023-02-17/how-billionaires-invested-in-thefourth-quarter-of-2022 (example of news media article analyzing 13F data); Travis A. Dyer, The Demand
for Public Information by Local and Non-local Investors: Evidence from Investor-Level Data, 72 J. Acct. &
Econ. 1 (Aug. 2021); Ron Kaniel & Pingle Wang, Unmasking Mutual Fund Use During COVID-19 Crisis,
49 Covid Econ. 172 (Sept. 18, 2020) (example of academic research using custom XML dataset from the
Commission’s Form N-PORT).
Based on Google Analytics results for Form 13F data set downloads between August 1, 2022 and March 2,
2023, accessed on March 3, 2023.
See, e.g., Press Release, Sec. & Exch. Comm’n, SEC Publishes FY22-26 Strategic Plan (Nov. 23, 2022). See
also SEC Office of the Chief Data Officer, Data Strategy For Fiscal Years 2022-2026 (Jan. 26, 2023).
See, e.g., Foundations for Evidence-Based Policymaking Act of 2018, Pub. L. 115-435 (Jan. 14, 2019). Title II
of the Foundations for Evidence-Based Policymaking Act of 2018, also known as the Open, Public, Electronic,
and Necessary (OPEN) Government Data Act, sets forth a framework for managing government information
as a strategic asset at each stage of the information’s life cycle to promote accessibility and usability.
As used in this report, the reference to financial statements means the face of the financial statements and
accompanying footnotes. The face of the financial statements refers to the statement of financial position
(balance sheet), income statement, statement of comprehensive income, statement of cash flows, and statement
of owners’ equity, as required by Commission regulations. References to the financial statements as required
for interactive data reporting include any required schedules to the financial statements, unless otherwise
stated.
Financial statements in Securities Act registration statements are required to be tagged when physically
included (i.e., not incorporated by reference) unless the registration statement is for an initial public offering
(IPO), in which case, the financial statements are not required to be tagged. See Rule 601(b)(101)(i)(A) and
paragraph (101)(a)(i) of Part II - Information Not Required to be Delivered to Offerees or Purchasers of Form
F-10.
See Asset-Backed Securities Disclosure and Registration, Release No. 33-9638 (adopting release) [79 FR
57183 (Sep. 24, 2014)] at Section III. The asset-level item requirements are located in 17 CFR 229.1125. The
required asset-level information includes: data points about the payment stream related to a particular asset,
such as the contractual terms, scheduled payment amounts, basis for interest rate calculations and whether
and how payment terms change over time; data points that allow for an analysis of the collateral related to
the asset, such as the geographic location of the property, property valuation data and loan-to-value (“LTV”)
ratio; data points about the performance of each asset over time, for example, data about whether an obligor
is making payments as scheduled; and data points about the loss mitigation efforts by the servicer to collect
amounts past due and the losses that may be passed on to the investors.
The Commission maintains an XML technical specification that includes rules for validation and permitted
response codes for each XML tag. See EDGAR ABS XML Technical Specification (Version 3.0) (Dec. 19,
2022), available at https://www.sec.gov/info/edgar/specifications/absxml.
Phase-in of the tagging requirements of Items 408(d), 601(b)(26) and 703 of Regulation S-K, Item 16E of
Form 20-F, and Form F-SR begins in 2024.
See Cross-Border Application of Certain Security-Based Swap Requirements, Release No. 34-87780 (adopting
release) [85 FR 6270 (Feb. 4, 2020)].
24 | U.S. SECURITIES AND EXCHANGE COMMISSION
U.S. Securities and
Exchange Commission
100 F Street NE
Washington, DC 20549
SEC.gov
This is a copy of a public record, reproduced as it was published. It is not legal advice, and it may not be the version a court would rely on. Check the official source before you cite it.