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Legal SEC xBRL tagging requirements?

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Hi there,

I've been trying to find the specific legal requirements for xBRL tagging and having difficulty finding anything definitive (i.e. what exact sections of the Form 10-K are required to have xBRL tags). The best I can find is extremely vague:

1. Financial statements,
2. The notes to its financial statements, and
3. Any applicable schedules to the financial statements

This suggests to me that numerous items included in the Form 10-K are required to be tagged in addition to item 8; however, I do not see comparable companies ever tagging item 5, 6, 7, etc. I understand MD&A is not required; however, I do not have authoritative/legal SEC guidance on the remainder of the Form 10-K.

Does anyone have a legal/SEC listing specifying the exact requirements? Any help would be greatly appreciated!

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  • Mike

    Hi Gabe,

    The answers to your questions would be found in either or both the EDGAR Filing Manual and/or the Securities Act itself. Specifically, related to XBRL, you would want the EFM Vol. II, Sec. 6 and Item 601(b)(101) of Regulation S-K and Item 405(b) of Regulation S-T. Here are links to those items:

    Give me a holler if you have questions on those or need any further assistance. Cheers!

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  • Gabe M

    Thanks for the prompt response, Mike!

    I've reviewed the attached literature and am still struggling to find a definition of the which sections/financial schedules have tagging requirements. For example, I've noted multiple registrants do not tag their Schedule I of Form 10-K, whereas others do. Is there anywhere that specifically defines the requirements?

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  • Mike

    I did a little more digging and I can provide a bit more info. Under Item 405(b) of Regulation S-T, it states:

    Rule 405 of Regulation S-T
    (b)
    (1) Content—categories of information presented. If the electronic filer is not an open-end management investment company registered under the Investment Company Act of 1940, an Interactive Data File must consist of only a complete set of information for all periods required to be presented in the corresponding data in the Related Official Filing, no more and no less, from all of the following categories:
    (i) The complete set of the electronic filer's financial statements (which includes the face of the financial statements and all footnotes); and
    (ii) All schedules set forth in Article 12 of Regulation S-X (§§ 210.12.01 — 210.12-29) related to the electronic filer's financial statements.

    Here's a listing of the Schedules that would require tagging per the Article 12:
    For all issuers:

    • Schedule I—Condensed financial information of registrant.
    • Schedule II—Valuation and qualifying accounts.
    • Schedule III—Real estate and accumulated depreciation.
    • Schedule IV—Mortgage loans on real estate.
    • Schedule V—Supplemental Information Concerning Property-casualty Insurance Operations.

    Applicable to Unit investment trusts:

    • Schedule I—Investment in securities
    • Schedule II—Allocation of trust assets to series of trust shares
    • Schedule III—Allocation of trust income and distributable funds to series of trust shares

    Applicable to employee stock purchase, savings and similar plans:

    • Schedule I—Investments
    • Schedule II—Allocation of plan assets and liabilities to investment program
    • Schedule III—Allocation of plan income and changes in plan equity to investment programs

    Applicable to Management investment companies:

    • Schedule I—Investments in securities of unaffiliated issuers
    • Schedule II—Investments—other than securities
    • Schedule III—Investments in and advances to affiliates
    • Schedule IV—Investments—securities sold short
    • Schedule V—Open option contracts written
    • Schedule VI—Summary schedule of investments in securities of unaffiliated issuers

    Applicable to Face-amount certificate investment companies:

    • Schedule I—Investment in securities of unaffiliated issuers
    • Schedule II—Investments in and advances to affiliates and income thereon
    • Schedule III—Mortgage loans on real estate and interest earned on mortgages
    • Schedule IV—Real estate owned and rental income
    • Schedule V—Qualified assets on deposit
    • Schedule VI—Certificate reserves
    • Schedule VII—Valuation and qualifying accounts

    Applicable to insurance companies:

    • Schedule I—Summary of investments—other than investments in related parties
    • Schedule II—Condensed financial information of registrant
    • Schedule III—Supplementary insurance information
    • Schedule IV—Reinsurance
    • Schedule V—Valuation and qualifying accounts
    • Schedule VI—Supplemental Information Concerning Property-Casualty Insurance Operations

    Generally speaking, if the financial information presented falls outside of the above list of schedules, (or the face statements and all footnotes) our interpretation would be that it falls outside of the requirements for XBRL tagging. However, that being said, not all disclosures are created equally, so for very specific questions, your Professional Services Manager would be able to shed better light on those instances. But for the most part, the above should suffice.

    Let me know if you have any questions for me on any of that, or need anything else. Take care, and happy Friday!

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