Inline XBRL

Inline XBRL

On June 28, 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. See Release No. 33-10514 for details.

What is Inline XBRL?

Inline XBRL is a structured data language that allows filers to prepare a single document that is both human-readable and machine-readable, so that filers need only prepare one Inline XBRL document rather than generate an HTML document of their financial statement information or risk/return summary information and then tag a copy of the data to create a separate XBRL exhibit.

For data users, Inline XBRL provides an easier way to view, access, and explore the contextual information of the underlying data. For example, users can click on individual tagged data points in the filing to find more information about the data, such as citations and hyperlinks to the relevant accounting guidance, narrative definitions for the values, and reporting period information associated with each value.

How are Inline XBRL filings viewed?

Viewing Inline XBRL filings does not require any specialized software, because the Commission has incorporated an Inline XBRL Viewer into the Commission’s Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system. Anyone using a recent standard internet browser can view an Inline XBRL filing on EDGAR. (Recent standard internet browsers are ones that fully support HTML 5 and JavaScript, such as Chrome 90 and later, Firefox 88 and later, Safari IOS 14 and later, Microsoft Edge 90, and Internet Explorer 11.)

The short video below describes some of the features and capabilities of the open source Inline XBRL Viewer.

A transcript of the video is provided.

What must be filed in Inline XBRL?

Operating Companies

Domestic filers must file cover page and financial statement information (including footnotes, schedules, and, in annual reports, auditor information) in Form 10-Q, Form 10-K, and certain non-IPO registration statements in Inline XBRL. The cover page and certain revised financial statements in a Form 8-K, and certain information in proxy and information statements, must also be filed in Inline XBRL.

Foreign private issuers must file cover page and financial statement information (including footnotes, schedules, and, in annual reports, auditor information) in annual reports on Form 20-F, Form 40-F, and certain non-IPO registration statements in Inline XBRL. Certain revised financial statements in a Form 6-K must also be filed in Inline XBRL.

In addition to the cover page and financial statements, other information filed by operating companies (e.g., disclosures related to pay versus performance, resource extraction payments, filing fee disclosures) are required to be filed in Inline XBRL. Additionally, employee stock purchase, savings, and similar plans must tag their financial statements and accompanying notes to the financial statements in their annual reports in Inline XBRL. See below for a list of relevant rules adopted by the Commission.

Funds

Open-end funds must tag the risk/return summaries in their Form N-1A prospectus filings in Inline XBRL. Open-end funds must also tag their tailored shareholder reports filed in Form N-CSR in Inline XBRL. Registered closed-end funds and business development companies (BDCs) must tag a broader set of specified Form N-2 prospectus items (whether included in Form N-2 registration statements or included in other filings and incorporated into Form N-2 by reference) in Inline XBRL, along with the Form N-2 cover page. In addition, BDCs must tag the financial statements and other disclosures in their Exchange Act reports to the same extent as required for operating companies. Open-end funds, closed-end funds, and unit investment trusts are required to tag prospectus disclosures related to investment company names as required under Rule 35d-1 in their Forms N-1A, N-2, or N-8B-2 and S-6. Variable contract registrants must tag specified prospectus items on Forms N-3, N-4, and N-6 in Inline XBRL. Issuers of non-variable annuities that register on Form N-4, as well as other Form N-4 filers, must tag specified disclosures on Form N-4 in Inline XBRL.

See below for a list of relevant rules adopted by the Commission.

Self-Regulatory Organizations (SROs)

SROs include registered national securities exchanges and registered clearing agencies, among other types of entities. Clearing agencies that provide a central matching service must file their annual report required by Rule 17Ad-27 in Inline XBRL. Exchanges must file Exhibits D, E (in part), and I of Form 1, which exchanges use to apply for registration as a national securities exchange or exemption from registration pursuant to the Exchange Act (or to amend an existing application), in Inline XBRL. Clearing agencies must file Schedule A and Exhibits C, F, H, J, K, L, M, O, R, and S to Form CA-1, which clearing agencies use to apply for registration as a clearing agency or exemption from registration as a clearing agency (or to amend an existing application) pursuant to the Exchange Act, in Inline XBRL.

Security-Based Swap Entities and Security-Based Swap Execution Facilities

Security-based swap dealers (“SBSDs”) and major security-based swap participants (“MSBSPs”) are collectively referred to as security-based swap entities (“SBS Entities”). SBS Entities must file the annual report on Form X-17A-5 Part III pursuant to Rule 18a-7 in Inline XBRL except for the facing page. SBS Entities also must submit all of the required information in the Chief Compliance Officer (“CCO”) report pursuant to Rule 15Fk-1(c) in Inline XBRL. Security-based swap execution facilities (“SBSEFs”) must submit reports related to financial resources and related documentation, the annual report of the SBSEF’s CCO, and Exhibits C through F, H through L, and P through S to Form SBSEF (which SBSEFs use to apply for registration as an SBSEF) using Inline XBRL pursuant to Regulation SE.

Broker-Dealers

Brokers-dealers, including over-the-counter derivative dealers, must file their annual report on Form X-17A-5 Part III pursuant to Rule 17a-5 and Rule 17a-12 in Inline XBRL except for the facing page. Broker-dealers that are subject to Rule 17h-2T must file Item 4 of Form 17-H in Inline XBRL.

Where can I find filings submitted using Inline XBRL?

Inline XBRL filings are available in the EDGAR system alongside other company filings.

Is the Inline Viewer software source code available for download?

The Inline Viewer software is freely available to the public in an effort to facilitate the creation of cost effective Inline XBRL viewers and analytical products.

Where can I find the technical requirements related to filing using Inline XBRL?

The EDGAR Filer Manual provides the technical requirements needed for filers to use Inline XBRL.

Who should I contact for questions on Inline XBRL?

For questions on Inline XBRL rule requirements and compliance related to operating company financial statement information, please contact the Office of Chief Counsel in the Division of Corporation Finance at 202-551-3500 or using the form at https://www.sec.gov/forms/corp_fin_interpretive. Please select “Office of Chief Counsel” in the form.

For questions on Inline XBRL rule requirements and compliance related to fund risk/return summary information, please contact the Office of Chief Counsel in the Division of Investment Management at 202-551-6825 or IMOCC@sec.gov.

For questions on structured data or other technical questions such as XBRL validation, taxonomies, and data quality, please contact the Office of Structured Disclosure in the Division of Economic and Risk Analysis at 202-551-5494 or StructuredData@sec.gov.

For questions on submitting forms through EDGAR and other submission questions, please contact EDGAR Filer Support at 202-551-8900

Small entities may also be interested in reviewing the following compliance guides:

• Operating Company Inline XBRL Filing of Tagged Data: A Small Entity Compliance Guide for Issuers
• Open-End Management Investment Company Inline XBRL Filing of Tagged Data: A Small Entity Compliance Guide for Issuers