DELAWARE
GEORGIA
MARYLAND
NORTH CAROLINA
SOUTH CAROLINA
VIRGINIA
WASHINGTON, DC
SEC PROPOSES RULES REQUIRING XBRL FILING OF FINANCIAL STATEMENTS
June 10, 2008
The SEC recently proposed rules that would require public companies to make financial disclosures
using interactive data formatted in eXtensible Business Reporting Language (or "XBRL"). 1 Under the
proposed rules, filers would be required to include their financial statements formatted in XBRL as an exhibit
to their currently required SEC reports. The proposal would not alter the current disclosure requirements or
format of periodic reports, registration statements or transition reports. The XBRL requirements would be
phased-in, beginning next year for the largest companies, and within three years for all public companies.
Companies would also be required to post their financial statements in interactive data format on their
corporate web sites on the same day they filed or were required to file the related filing with the SEC,
whichever is earlier. Comments on the proposal are due August 1, 2008, and the final rules may be adopted as
f 2008.
early as the fall o
Background; Proposed Filing Requirements
Interactive data uses computer tags similar in function to bar codes. The interactive data tags
uniquely identify individual items in a company’s financial statement so they can be searched on the Internet,
downloaded into spreadsheets, reorganized in databases and put into any number of comparative and
analytical uses by investors, analysts and journalists. Under the proposed requirements, companies would
convert their financial statements into an interactive data file using a specified list of tags as identified in the
EDGAR Filer Manual (available on the SEC’s website).2 The required tagged disclosures would include
companies' primary financial statements, footnotes and schedules. Initially, footnotes and schedules would be
tagged individually as blocks of text. After a year of su