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Form 8-K XBRL tagging - Exhibit Index

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  • Official comment
    Mike

    Hi all!

    Was revisiting this post and wanted to provide a quick update.

    The SEC did subsequently clarify what should be done in the exhibit index for iXBRL on 8-Ks, which is mentioned on this post: https://support.workiva.com/hc/en-us/community/posts/360052082772-iXBRL-and-the-10-Q-exhibit-list, which links to this FAQ on the SEC: https://www.sec.gov/corpfin/interactive-data-cdi

    TL;DR - Exhibit 104 is required to be listed as an exhibit for filers subject to Inline XBRL requirements with some exceptions for Form 8-Ks. On the above link, see questions 101.01 and 101.04 for guidance.

    As always, give us a holler if you have any questions. Thanks, and happy Friday!

  • Mike
    Hi Carey!

    Based on our current understanding of the rule, the EX-101 exhibits do have to be listed in an exhibit index but are not required to be hyperlinked. This is verbatim from the ruling:
    ...each exhibit shall be listed in the exhibit index according to the number assigned to it in the exhibit table.
    and
    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...
    There is also a table of which form types need the exhibit index and for what types of exhibits available here: https://www.law.cornell.edu/cfr/text/17/229.601

    We would also encourage you to confirm for sure with your own legal counsel. Hope that helps. Let me know if I can help clarify anything else or you have further questions. Thanks again and stay awesome!
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  • Carey Vorhis
    Hi Mike,

    Thanks for the information.  We are also confirming with our internal legal department.  I was looking through Item 601 in Reg S-K and it looks like the Exhibit reference 104 covers the Cover Page Interactive Data file, which I believe is new.  I'm assuming one would then list out the same exhibits as those included in Forms 10-Q and 10-K and reference 104 rather than 101.

    Interestingly enough, I saw Pepsi filed an 8-K with cover page tagging yesterday but did not list out any exhibits in their Form 8-K.
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  • Carey Vorhis
    Just following up for anyone interested.  Our CSM helped us find the answer to the exhibits for Form 8-Ks.  They should be included on exhibit index listed as Exhibit 101.

    https://xbrl.us/qa-sec-fast-act/
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  • Mike
    Thanks, Carey! Right on the money. Your CSM is a pretty swell guy, as I'm sure you are aware :)
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  • Paul Ekman
    I haven't found any 8-K iXBRL filers so far referencing Exhibit 101 in their 8-K Exhibit Index. Also, the examples in the article link above do not reference Ex 101. I'm trying to find example language to use, if required. Any updates on this or examples?  
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  • We filed our 10-Qs (2 different companies) on 7/24 with Exhibit 101 listed as such in the Exhibit Index:

    101.INSXBRL Instance Document - the instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document

    I am working on an 8-K and my understanding is that there is no Exhibit 104 attachment type that needs to be included with the iXBRL 8-K filing, but Exhibit 101 will continue to be required for iXBRL submissions (including 8-Ks, 10-Qs and 10-Ks), so we are utilizing the same verbiage for this 8-K on the Exhibit Index as we did with the 10-Q (referenced above).
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