Classic file types are going away in December 2020 with the end of Flash. To avoid interruption, start transitioning your files to next gen. Learn More

Hyperlinking to previously filed exhibits that are incorporated by reference

Answered

Comments

36 comments

  • Official comment
    Mike

    Hi all!

    Wanted to provide a quick update here. Recently the SEC updated EDGAR to now accept filings with hyperlinks containing "https", as well as "http", So you don't need to tweak your hyperlink and remove the 's' and you can reference your previous filings to your hearts content. At the very least, it should save a few button clicks. Thanks as always and happy filings!

  • Mike

    Hi Christie!

    Thanks for your question. I believe you are referring to hyperlinking to a previously filed exhibit on the SEC's site, correct? Typically, filings do not allow for external hyperlinks but you're in luck. As it states in the EFM Vol. II, Sec. 5-12, EDGAR documents are allowed to have links to previously filed submissions on the SEC’s public website, i.e. an already filed exhibit. The process to do so in Wdesk is not too dissimilar from hyperlinking in general. However, there is one small tweak you'll have to make to avoid any complications during filing.

    First, find the archived exhibit you wish to link to on the SEC's site and copy the URL from the browser, like so:



    Next, in your Wdesk document, select the chunk of text you wish to hyperlink, then right-click and choose 'Insert Hyperlink'. Next, from the pop-up window click the button for URL and paste the exhibit's URL into this field.

    Now comes the small tweak. From the same URL box, you'll need to remove the 's' after the 'http' at the very beginning of the link so that the link starts with only 'http://'..., like the one pointed out below.



    We need to remove this because EDGAR does not yet recognize the new 'https' encoding and doing so will prevent an external reference error come filing time. Note that when you follow the hyperlink, it will automatically reconfigure to the correct, https version. We just need to 'trick it', so to speak.

    Once the hyperlink is applied you are good to go and can apply other hyperlinks to other filed exhibits in the same manner, if needed.

    Let me know if this process does not make sense or you have any other questions for me. Thanks again and hope your filing season went well. Cheers!

    0
  • Christie Kozlik
    Thanks Mike. And just to be clear, will this process allow us to be in compliance with the new SEC rule that was adopted to include a hyperlink to each exhibit listed in the exhibit index? 
    0
  • Mike
    Yes, in accordance with the SEC's announcement and final ruling on exhibit hyperlinks, you'd only need to follow the above method to be in compliance with the new ruling. Thanks again and have a great day!
    0
  • Kyle Talkington

    Mike - After adding hyperlinks to our exhibits and validating the document, I received the following warning:

    "Possible external hyperlink detected. Hyperlinks outside of filing package will result in a suspended filing.  Please verify destination of any hyperlinks. #412."

    I’m guessing this message just hasn’t been updated yet for the new SEC hyperlinking requirements?

    0
  • Kyle Talkington

    Also, do you know if there is any way to test that all of our hyperlinks will work correctly when filed? For example, I purposely left the ‘s’ in the hyperlink for one of our exhibit links. I then generated an EDGAR preview and that link worked the same as the rest that had the 's' removed.

    Would we need to manually review the links in the document (right click > edit hyperlink) to make sure the ‘s’ is removed from each hyperlink?

    -1
  • Mike
    Hi Kyle!

    To answer your first question, you are correct, that warning message is an errant one as the setting is not yet configured to detect hyperlinks going to sec.gov sites. That change should be released to Wdesk soon and I'll be sure to let you know when that becomes full integrated. In the meantime, you can ignore that warning message, so long as the external hyperlink is only going to the EDGAR archive.

    Regarding your second question, you are able to test the hyperlinks a few ways. Any hyperlinks that are applied to your document are active and fully clickable from a Preview > EDGAR of your document, which is found under the File tab in Wdesk. Also, after you run Step 1 of the Filing Wizard and generate the EDGAR documents, you can go back to the project and within the Edgar Filing Documents folder, you can double-click to open the actual .htm file and test out their links. Lastly, during the test and live file process, you have the option to open any of your EDGAR docs for one last once-over. This is found under the Contents portion of Test and Live filing, like so:



    Since you are testing out the to-be-filed version of your document, this last method would be equivalent to what the filing would behave like when actually filed.

    And lastly, regarding the removal of the 's' fro me the 'http', even though the hyperlinks work in both cases, you'll still want keep those out of the exhibit hyperlinks for the time being. This is due to the EDGAR system not liking 'https' in external references in filings. With any luck, the EDGAR system will be fixed to allow for 'https' links prior to the mandate this fall.

    Does all the above make sense? Let me know if you have any questions on the above or need anything else clarified. Thanks as always and happy hyperlinks!
    0
  • Mike
    Hi Kyle,

    Wanted to let you know that the above-mentioned change to our project validation setting is now released to Wdesk. Going forward, you will no longer receive a false warning for acceptable hyperlinks in your filing. A warning will still appear for any unacceptable hyperlinks. If you have any questions for me let me know otherwise have a fantastic Friday and weekend in the meantime. Cheers!
    0
  • Frank Thoelen
    Just I'm clear on this new requirement.  Does it apply to ALL exhibits in a 10-K for example?  In our last filed K, we had 47 exhibits, some dating back to 2013.  Do each of these have to be hyperlinked?  Or is the new requirement prospective only?
    0
  • Mike
    Hi Frank!

    Yes, so long as the exhibit is mentioned in your index, you need to provide a hyperlink to it, if you can. Here is what the ruling states:
    Each exhibit identified in the exhibit index (other than an exhibit filed in eXtensible Business Reporting Language or an exhibit that is filed with Form ABS-EE) must include an active link to an exhibit that is filed with the registration statement or report or, if the exhibit is incorporated by reference, an active hyperlink to the exhibit separately filed on EDGAR.
    That being said, here some exceptions to the ruling:
    1. Paper exhibits should still be listed in the index and denoted with a 'P' that they are paper, but they are not affected by this ruling.
    2. Exhibits that were filed prior to EDGAR (i.e. not in electronic format) do not need to be hyperlinked. 
    3. Exhibits filed in ASCII or text format (.txt) DO need to be hyperlinked, though they will not need to be refiled in HTML format.
    4. Exhibits that are not provided as a separate, linkable documents on the SEC site, do not need to be hyperlinked (since it isn’t possible).
    Does that make sense? Let me know if you have any questions for me on the above or need anything else. Have a great day in the meantime and happy hyperlinking!

    0
  • Barbara

    Hi, it is only 10-Qs and 10-Ks that need hyperlinking to exhibits or do 8-Ks need them too.  Our 8-Ks don't have exhibits listed separately anywhere.  Thanks!

    0
  • Phil Wiseman

    What would you recommend for a situation where an exhibit incorporated by reference was originally filed then subsequently amended where the amendment only contains the amended sections of the original exhibit? For instance:

    • Exhibit 10(i)   Default Compensation Plan dated January 1, 2013, filed as an exhibit to Form 10-K, dated December 31, 2012, amended February 6, 2014, filed as an exhibit to Form 8-K, dated March 12, 2014, and incorporated herein by reference.

    Would you just add two different hyperlinks - one to the 12/31/12 10K exhibit and one for the 3/12/14 8K exhibit like so with the underlines being hyperlinks?

    • Exhibit 10(i)   Default Compensation Plan dated January 1, 2013, filed as an exhibit to Form 10-K, dated December 31, 2012, amended February 6, 2014, filed as an exhibit to Form 8-K, dated March 12, 2014, and incorporated herein by reference.
    0
  • Mike
    Hi Phil,

    In taking a look at the SEC's requirement, I didn't find a specific mention of your situation. With that being said, hyperlinking to both references of the exhibit seems to be a good approach, however, I would suggest consulting with your own legal counsel to get a more definitive opinion on the matter.

    Sorry I couldn't be of more help. Thanks for the question and have a great day!
    0
  • Sarah Lovell
    For exception #4 above, do you mean old filings where the 10-K and exhibits are all included in one text file in EDGAR? We have a couple of exhibit references to our 1997 10-K, which in EDGAR has just one text file with the 10-K and all exhibits in one file. Should we link to that text file, or would that exhibit not require a link, as it can't be linked to directly?
    0
  • Mike
    Hi Sarah!

    Yes, exception 4 refers to 'old' filings that contain the entire filing package (primary doc plus exhibits) in one .txt file. Since you cannot link directly to an electronic version, i.e. HTML document, it does NOT need to be hyperlinked. Here is the specific ruling regarding that:
    §232.105 (d) (1) “No hyperlink is required for any exhibit incorporated by reference that has not been filed with the Commission in electronic format.
    Thanks for the question. Let me know if you need anything else. Have a super day!
    0
  • Daniel Stewart

    Should the hyperlink be linked to the exhibit itself or the SEC webpage for the 8-K that the exhibit was filed in?

    0
  • Mike
    Hi Daniel!

    You should hyperlink directly to the exhibit itself. Holler if you have any additional questions. And happy hyperlinking! :)
    0
  • Mike
    Hi David!

    The best way to test and verify the hyperlinks is to either preview EDGAR or to generate the actual EDGAR version and look at that file. I mention how to do this above in my response to Kyle. If you need any clarification on that response, let me know and I’d be happy to help.

    Secondly, during the test and live file process, you have the option to once again view your filing documents and test out the hyperlinks one last time. This is found under the Contents portion of Test and Live filing, like so:



    Since you are clicking on the link and testing out the to-be-filed version of your document, this method would be equivalent to what the filing would behave like when actually filed.

    Regarding your PDF issue, this document version might not be the best method to test hyperlinks. While a PDF can have hyperlinks, it can't support hyperlinks to referenced exhibit files that would not be included in the saved PDF from Wdesk.

    Let me know if you need any further clarification on the above steps or need anything else. Cheers!
    0
  • Mike
    Hi Griffin,

    There is still no update from the SEC side so this still remains an issue. At this time you'll still need to remove the 's' from the hyperlinks to get around it. Since hyperlinks are now a requirement for filers, hopefully it will be fixed sooner than later. Thanks for the question. Let me know if you need anything else. Cheers!
    0
  • Mike
    Hi Katie!

    As of yet, SEC has not fixed this issue. What you describe above is how it should behave in Wdesk when testing out the hyperlinks. However, if you were to attempt to live file with the 's' included, you would get an error regarding external references. SEC sites should be allowed, but they are errantly not. Removing the 's' is what avoids this error. Does that make sense?

    Let me know if you have any questions for me. Thanks!
    0
  • Sam Warbrick

    Mike - so to confirm - .txt file is not considered to be "electronic format"? We have the same issue as Sarah. Thanks!

    0
  • Mike
    It's both yes and no, Sam. If the exhibit that is referenced is found within a pre-filed .txt file, it cannot be hyperlinked to and therefore is not required to be. If the exhibit is a .txt in itself, that gets a little stickier. So depending on which it is would determine if it needs to be hyperlinked. If you are unsure, your own legal counsel can hopefully shed some light on that.

    If you have any other questions for me, let me know. Thanks as always and happy hyperlinking!
    0
  • Dan Coyne
    I've seen interpretations that say you need link the txt file in this situation. I was wondering if anyone else has seen conflicting interpretations since the original post?
    0
  • Mike
    Hi Dan!

    Thought I'd try and clear up the confusion here. If the exhibit isn't a standalone .txt document but part of the whole filing, like a lot of the older filings on EDGAR, you are not required to hyperlink that. However, you could link it, if you want. The same is true if it the exhibit is a single .txt file in itself. You are still not required as it is considered 'not electronic format'.

    Hope that helps. Let me know if you have any questions on the above. Have a great day!
    0
  • Brent Johnson
    Regarding exceptions 1 and 2 above, I have an exhibit that was filed prior to EDGAR (i.e. in May 1994).  I assume that I don't need to hyperlink it (exception 2) but would I also need to put the "P" next to it to denote it as paper filed?
    0
  • Mike
    Yep, you are correct on both counts, Brent!

    Since the exhibit is pre-EDGAR, you are not required to hyperlink to it. And since the exhibit is filed in paper form, you need to denote that with a 'P' in your exhibit index. You can check out the specific ruling here, though we always recommend running these types of questions by your own legal counsel for good measure.

    Holler if you have any further questions or need anything else. Thanks and happy hyperlinking!
    0
  • Colton Fenton

    Hello,

    You mention above that we need to remove the "s" from the "https" in the link to the exhibit because EDGAR didn't recognize the "https" at the time of this article. Do you know if this has been resolved so we can keep the "s" in the link to the filed exhibit?

    Thank you!

    0
  • Mike
    Hi Colton!

    As far as we know on our end, this has not been resolved with the SEC so the removal of the 's' is still needed. We'll keep our ears to the ground and let you know if we hear anything. Thanks for checking and have a great day!
    0
  • Laurie Russell
    Mike - I have a hyperlink that doesn't seem to work.  It's the only hyperlink to the SEC website that has a file name.htm (for example "amendeddeferredplan.htm") and not one with numbers like  "29537ex427.htm".  I've tried relinking a number of times and it still will not work.  Do you have any suggestions or roundabout way to fix that?
    0
  • Mike
    Hi Laurie!

    Thanks for reaching out. Sorry to hear you are experiencing trouble with this hyperlink. Regarding the filename, there's no reason that should limit your ability to hyperlink to it. To confirm, you are hyperlinking to previously filed exhibit on the SEC? If that is the case, you are going to the full URL, something like http://www.sec.gov/edgar/archives/dat...?

    Just wanting to see if I can replicate your steps on my end. Let me know if you have any questions. Talk to you soon!
    0

Please sign in to leave a comment.