This Q&A is intended as general guidance and should not be relied upon as authoritative. Filers are encouraged to consult with their own legal and/or with the SEC directly.
Are early adopters of Inline XBRL (public companies that have already begun submitting financials using Inline XBRL) required to continue tagging their cover pages? What about if you are a non-accelerated filer or a smaller filing company? Does the timing differ because the Inline XBRL compliance date for your category of company has not yet occurred?
No, they can start and stop up until their filing compliance date. Filers do not need to begin tagging the cover page of their 10-Ks, 8-Ks, 10-Qs, 20-Fs and 40-Fs, until they become subject to Inline XBRL per their Inline XBRL filing date (Large Accelerated Filers (US-GAAP) – Fiscal periods ending after June 15, 2019, accelerated Filers (US-GAAP) – Fiscal periods ending after June 15, 2020, all Others – Fiscal periods ending after June 15, 2021)
Can a public company elect to tag the cover page on their 8-K using Inline XBRL before they file the first 10-Q? Or is it required to file a 10-Q using Inline XBRL first, before they can publish a form 8-K using Inline XBRL?
Yes, filers can early adopt and tag a Form 8-K.
If a calendar year-end filer, files an 8-K after June 15 but before they file their second quarter 10-Q, is that 8-K not required to have the cover page data tagged with Inline XBRL?
Yes, that is correct. This filer would not need to tag their cover page until they have filed their first 10-Q using Inline XBRL per their compliance date.
What Should Be Tagged?
Do all Form 8-K cover pages have to be tagged, regardless of whether they contain financial data? Is it required to tag cover pages of Form 8-Ks of earnings releases?
Yes, any Form 8-K that is submitted by a reporting entity that is subject to Inline XBRL, must have the cover page tagged.
Does the rule require companies to tag cover pages for ALL 8-K, 10-K, and 10-Q filings from operating companies? For all 20-F and 40-F cover pages that are annual reports? Or just those with financials in them?
Cover page tagging applies to all Forms 10-K, 8-K, 10-Q, 20-F and 40-F (for the last two forms, only if they are being used for annual reports and not registration statements). The only exception is for filers who are not subject to Inline XBRL (i.e. ABS filers). Specifically, once a filer becomes subject to submitting any of its filings in Inline XBRL, it must begin tagging the cover page of its 10-Ks, 8-Ks, 10-Qs, 20-Fs and 40-Fs.
Is tagging of the 6-K cover page required?
No, it is not required.
Clarification on Exhibits
Do Form 8-Ks need to have Exhibit 104 added?
Exhibit 104 describes the required content in an Inline XBRL document. There is no “EX-104” attachment type that needs to be included with the filing. Exhibit 101 will continue to be required for Inline XBRL submissions, including for the Form 8-Ks in Inline XBRL.
An explanation of new paragraph 104 is noted on page 82 of the final SEC rule: “To implement the cover page tagging requirements, the Commission also proposed to add new Rule 406 to Regulation S-T, new Item 601(b)(104) to Regulation S-K, new paragraph 104 to the “Instructions as to Exhibits” of Form 20-F, and new paragraph B.17 to the “General Instructions” of Form 40-F to require registrants to file with each of the specified forms a “Cover Page Interactive Data File.””
Can you clarify the difference between Exhibit 104 and Exhibit 101?
Exhibit 104 describes the required content in an Inline XBRL document. Exhibit 101 is the name of the exhibit required to be filed with your Inline XBRL submission.
Will the use of transformations require a filer to include Exhibit 104 in its exhibit list?
No. Exhibit 104 has nothing to do with transformations. Exhibit 104 refers to the required content in an inline XBRL document. Transformations should be used in situations when a filer needs to convert textual representations of numbers such as “one” to the numeric equivalent “1” or converting a time period such as “10 years” to the required ISO8601 format, “P10Y”.
Can you provide a link to the DEI 2019 Taxonomy?
Link to all SEC US GAAP Taxonomies: https://www.sec.gov/info/edgar/edgartaxonomies.shtml#USGAAP2019
Link to the DEI 2019 Taxonomy: https://xbrl.sec.gov/dei/2019/dei-2019-01-31.xsd
Can new elements in the DEI Taxonomy be viewed in the FASB “yeti” viewer?
Can you comply by creating custom tags rather than using the new elements in the 2019 DEI Taxonomy?
No, you are required to use the new tags.
Can we use the 2019 DEI Taxonomy with the 2018 US GAAP Taxonomy?
Yes, you can use these two taxonomies together.
For “required visible facts” that are listed as “dei” (not as “cover”), are they also required to be visible?
Most, but not all DEI facts defined in EFM 126.96.36.199, are required to be visible (note that CIK and Amendment Flag, for example, should be hidden).
In the SEC’s Inline XBRL viewer, there is a drop down menu “More Filters” which includes an option for “Source documents”. Under what situation would a filing have more than one source document?
If there is more than one document in a single filing that contains XBRL, there will be multiple sources.
If a company has multiple debts, do we use one standard tag and then dimensionalize?
If multiple securities are included in the securities table, they should be dimensionalized.
What is recommended if the registrant name on the cover of a 10-Q or 10-K is different from the registrant name associated with the CIK? Do you use the registrant name associated with the CIK?
You can either use the registrant name associated with the CIK, or you could use a hidden fact and include a reference to the hidden fact in the document.