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Securities and Exchange Commission Proposed Rule for XBRL Filings

Securities and Exchange Commission Proposed Rule for XBRL Filings

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We are proposing rules requiring companies to provide financial statement information in a form that would improve its usefulness to investors. Under the proposed rules, financial statement information could be downloaded directly into spreadsheets, analyzed in a variety of ways using commercial off-the-shelf software, and used within investment models in other software formats. The rules would apply to domestic and foreign public companies that prepare their financial statements in accordance with generally accepted accounting principles as used in the United States (U.S. GAAP), and foreign private issuers that prepare their financial statements using International Financial Reporting Standards (IFRS) as promulgated by the International Accounting Standards Board (IASB). Companies would provide their financial statements to the Commission and on their corporate Web sites in interactive data format using the eXtensible Business Reporting Language (XBRL).
We are proposing rules requiring companies to provide financial statement information in a form that would improve its usefulness to investors. Under the proposed rules, financial statement information could be downloaded directly into spreadsheets, analyzed in a variety of ways using commercial off-the-shelf software, and used within investment models in other software formats. The rules would apply to domestic and foreign public companies that prepare their financial statements in accordance with generally accepted accounting principles as used in the United States (U.S. GAAP), and foreign private issuers that prepare their financial statements using International Financial Reporting Standards (IFRS) as promulgated by the International Accounting Standards Board (IASB). Companies would provide their financial statements to the Commission and on their corporate Web sites in interactive data format using the eXtensible Business Reporting Language (XBRL).

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07/16/2009

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SECURITIES AND EXCHANGE COMMISSION17 CFR Parts 229, 230, 232, 239, 240 and 249[Release Nos. 33-8924; 34-57896; 39-2455; IC-28293; File No. S7-11-08]RIN 3235-AJ71Interactive Data to Improve Financial ReportingAGENCY:
Securities and Exchange Commission.
ACTION:
Proposed rule.
SUMMARY:
We are proposing rules requiring companies to provide financial statementinformation in a form that would improve its usefulness to investors. Under the proposed rules,financial statement information could be downloaded directly into spreadsheets, analyzed in avariety of ways using commercial off-the-shelf software, and used within investment models inother software formats. The rules would apply to domestic and foreign public companies thatprepare their financial statements in accordance with generally accepted accounting principles asused in the United States (U.S. GAAP), and foreign private issuers that prepare their financialstatements using International Financial Reporting Standards (IFRS) as promulgated by theInternational Accounting Standards Board (IASB). Companies would provide their financialstatements to the Commission and on their corporate Web sites in interactive data format usingthe eXtensible Business Reporting Language (XBRL). The interactive data would be providedas an exhibit to periodic reports and registration statements, as well as to transition reports for achange in fiscal year. The proposed rules are intended not only to make financial informationeasier for investors to analyze, but also to assist in automating regulatory filings and businessinformation processing. Interactive data has the potential to increase the speed, accuracy, andusability of financial disclosure, and eventually reduce costs.
 
DATES:
Comments should be received on or before August 1, 2008.
 ADDRESSES:
Comments may be submitted by any of the following methods:Electronic Comments:
 
Use the Commission’s Internet comment form(http://www.sec.gov/rules/ proposed.shtml
 
); or
 
Send an e-mail torule-comments@sec.gov. Please include File Number S7-11-08 on thesubject line; or
 
Use the Federal eRulemaking Portal (http://www.regulations.gov
 
). Follow theinstructions for submitting comments.Paper Comments:
 
Send paper comments in triplicate to Secretary, Securities and Exchange Commission,100 F Street, NE, Washington, DC 20549-1090.All submissions should refer to File Number S7-11-08
.
This file number should be included onthe subject line if e-mail is used. To help us process and review your comments moreefficiently, please use only one method. The Commission will post all comments on theCommission’s Internet Web site (http://www.sec.gov /rules/proposed.shtml
 
). Comments are alsoavailable for public inspection and copying in the Commission’s Public Reference Room, 100 FStreet, NE, Washington, DC 20549, on official business days between the hours of 10:00 amand 3:00 pm. All comments received will be posted without change; we do not edit personalidentifying information from submissions. You should submit only information that you wish tomake available publicly.2
 
FOR FURTHER INFORMATION CONTACT:
James C. Lopez, Legal Branch Chief,Division of Corporation Finance at (202) 551-3790; Mark W. Green, Senior Special Counsel(Regulatory Policy), Division of Corporation Finance at (202) 551-3430; Jeffrey W. Naumann,Assistant Director, Office of Interactive Disclosure at (202) 551-5352; or Melanie Jacobsen,Office of the Chief Accountant at (202) 551-5300, U.S. Securities and Exchange Commission,100 F Street, NE, Washington, DC 20549-3628.
SUPPLEMENTARY INFORMATION:
We propose to add Rules 405 and 406 to RegulationS-T,
 1
and revise Item 601
2
of Regulation S-K,
3
Rules 11,
4
201,
5
202,
6
305,
7
 
401,
8
and 402
9
oRegulation S-T, Rule 144
under the Securities Act of 1933 (Securities Act),
and Rules13a-14
and 15d-14
under the Securities Exchange Act of 1934 (Exchange Act).
We also
1
17 CFR 232.10 et seq.
2
17 CFR 229.601.
3
17 CFR 229.10 et seq.
4
17 CFR 232.11.
5
17 CFR 232.201.
6
17 CFR 232.202.
7
17 CFR 232.305.
8
17 CFR 232.401.
9
17 CFR 232.402.
10
17 CFR 230.144.
11
15 U.S.C. 77a et seq.
12
17 CFR 240.13a-14.
13
17 CFR 240. 15d-14.
14
15 U.S.C. 78a et seq.
3

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