81 FR 39741 - Order Granting Limited and Conditional Exemption Under Section 36(a) of the Securities Exchange Act of 1934 From Compliance With Interactive Data File Exhibit Requirement in Forms 6-K, 8-K, 10-Q, 10-K, 20-F and 40-F To Facilitate Inline Filing of Tagged Financial Data

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 81, Issue 117 (June 17, 2016)

Page Range		39741-39743
FR Document		2016-14306
Federal Register, Volume 81 Issue 117 (Friday, June 17, 2016)
[Federal Register Volume 81, Number 117 (Friday, June 17, 2016)]
[Notices]
[Pages 39741-39743]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2016-14306]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-78041]


Order Granting Limited and Conditional Exemption Under Section 
36(a) of the Securities Exchange Act of 1934 From Compliance With 
Interactive Data File Exhibit Requirement in Forms 6-K, 8-K, 10-Q, 10-
K, 20-F and 40-F To Facilitate Inline Filing of Tagged Financial Data

June 13, 2016.

I. Introduction

    Operating companies are required to provide their financial 
statements accompanying their periodic and current reports in machine-
readable format using eXtensible Business Reporting Language (XBRL). 
Companies currently provide this XBRL data as an exhibit to their 
filings. Since these requirements were first adopted, technology has 
evolved and now would allow filers to embed XBRL data directly into a 
HyperText Markup Language (HTML) document through a format known as 
Inline XBRL. The technology is freely licensed and made available by 
XBRL International,\1\ and it is currently used by companies in other 
jurisdictions for a variety of regulatory purposes.\2\
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    \1\ See http://specifications.xbrl.org/spec-group-index-inline-xbrl.html.
    \2\ For example, in the United Kingdom, the ``accounts and 
computations'' part of a ``Company Tax Return'' must be submitted to 
HM Revenue and Customs using Inline XBRL. See http://www.hmrc.gov.uk/ct/ct-online/taxonomy.htm. Other examples include 
Australia (http://asic.gov.au/about-asic/media-centre/find-a-media-release/2015-releases/15-104mr-asic-introduces-format-for-improved-communication-of-financial-information/); Japan (https://www.xbrl.org/the-standard/why/who-else-uses-xbrl/); Denmark (https://www.xbrl.org/the-standard/why/who-else-uses-xbrl/); and Ireland 
(http://www.revenue.ie/en/online/ros/ixbrl/index.html). We note that 
the specific disclosure regimes in these countries differ from that 
in the U.S.
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    We believe that filing financial statements with Inline XBRL has 
the potential to provide a number of benefits to filers and users of 
the information. For example, Inline XBRL could decrease filing 
preparation costs, improve the quality of structured data, and by 
improving data quality, increase the use of XBRL data by investors and 
other market participants. Consequently, as a means of further 
assessing the usefulness of Inline XBRL, we are exercising our 
authority under Section 36(a) of the Securities Exchange Act of 1934 
(Exchange Act) to permit, but not require, operating companies to use 
Inline XBRL in their periodic and current reports under the Exchange 
Act through March 2020. Additionally, permitting companies to use 
Inline XBRL on a voluntary, time-limited basis could facilitate the 
development of Inline XBRL preparation and analysis tools, provide 
investors and companies with the opportunity to evaluate its 
usefulness, and help inform any future Commission rulemaking in this 
area.

II. Discussion

    Information is ``structured'' when it is made machine-readable by 
labeling (or ``tagging'') the information using a markup language, such 
as XBRL, that can be processed by software for analysis. Structured 
information can be stored, shared, and presented in different systems 
or platforms. Companies currently use information systems that 
accommodate and rely upon structured information.
    Standardized markup languages, such as XBRL, use sets of tags, 
referred to as taxonomies. Taxonomies provide common definitions that 
represent

[[Page 39742]]

agreed-upon information about reporting standards, such as U.S. GAAP 
for accounting-based disclosures. The resulting standardization of 
financial reporting allows for aggregation, comparison, and large-scale 
statistical analysis of reported financial information through 
significantly more automated means than is possible with other formats, 
such as HTML.
    Structured financial statement information is currently required to 
be submitted in an ``Interactive Data File'' exhibit to certain 
forms.\3\ These forms are prepared in either HTML or (less commonly) 
American Standard Code for Information Interchange (ASCII) electronic 
formats. The form as prepared in these formats is called the ``Related 
Official Filing.'' The Interactive Data File currently consists of an 
``instance document'' and other documents as described in the EDGAR 
Filer Manual. For the purposes of this order, we use ``instance 
document'' to describe that part of the Interactive Data File that 
contains the XBRL tags for the information contained in the 
corresponding data in the Related Official Filing to satisfy the 
content and format requirements in 17 CFR 232.405. The other documents 
in the Interactive Data File contain contextual information about the 
XBRL tags.
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    \3\ See 17 CFR 232.405; see also 17 CFR 229.601(b)(101).
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    Companies often create XBRL exhibits by first preparing their 
financial statements in a word processing application and then 
converting it to another format, such as HTML. Filers then create an 
XBRL exhibit by copying the financial statement information and tagging 
it in XBRL. In this way, preparers essentially tag a copy of the data 
contained in their HTML filings in a separate document, which requires 
them to expend resources to create and tag a copy of the data and 
verify the consistency of tagged data across documents.
    Errors sometimes appear in financial statement information 
submitted in XBRL that affect the quality of the data and its potential 
use by the public and the Commission. For example, Commission staff has 
identified several recurring issues with XBRL submissions, including 
errors related to the characterization of a number as negative when it 
is positive, incorrect scaling of a number (e.g., in billions rather 
than in millions), unnecessary custom tags (such as to achieve a 
particular presentation), incomplete tagging (e.g., a failure to tag 
numbers in parentheses), and missing calculations that show 
relationships between data (e.g., how adding cost of revenue to gross 
profit equals revenue and subtracting cost of revenue from revenue 
equals gross profit).\4\ While these data quality issues may have 
multiple potential causes, we believe that some of these errors may 
result from the submission of XBRL tagged information as an exhibit 
separate from the Related Official Filing.
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    \4\ See, e.g., Staff Observations of Custom Tag Rates (July 7, 
2014), available at http://www.sec.gov/dera/reportspubs/assessment-custom-tag-rates-xbrl.html; Staff Observations from the Review of 
Interactive Data Financial Statements (December 13, 2011), available 
at http://www.sec.gov/spotlight/xbrl/staff-review-observations-121311.shtml.
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    Embedding XBRL data in an HTML document (which we refer to together 
as the ``Inline XBRL document'') rather than tagging data in a separate 
instance document may increase the efficiency and effectiveness of the 
filing preparation and review process and, by saving time and effort 
spent on the these processes, may, over time, reduce the cost of 
compliance with XBRL requirements.\5\ In particular, Inline XBRL makes 
it possible for preparers to view XBRL meta data \6\ within the HTML 
document. By facilitating the review of XBRL data, we believe that 
Inline XBRL could decrease the overall time required to comply with the 
XBRL data filing requirement and may better equip preparers to detect 
and correct XBRL data errors.
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    \5\ Embedding XBRL data in the HTML filing could create some 
confusion about the operation of current accuracy requirements, such 
as in Rule 405(c)(1). That rule requires ``[e]ach data element . . . 
contained in the Interactive Data File [to reflect] the same 
information in the corresponding data in the Related Official 
Filing.'' Although the Inline XBRL document will contain XBRL data 
that is currently presented in the Interactive Data File, that data 
must still accurately reflect the corresponding information in the 
HTML format portion of the filing. See condition (c) below.
    \6\ Such meta data include, for example, definitions, reporting 
period information, data type, and related references.
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    Permitting filing in Inline XBRL is intended to improve XBRL data 
quality. In particular, the elimination of a separate instance document 
should reduce the incidence of re-keying errors. Additionally, Inline 
XBRL might eliminate unnecessary or inappropriate custom tags intended 
to make XBRL data look similar to an HTML document when ``rendered'' by 
software into a human-readable presentation. With Inline XBRL, 
companies would have less of an incentive to create custom tags solely 
to mimic the appearance of an HTML filing. To the extent that 
permitting filing using Inline XBRL might improve data quality, it may 
contribute to wider use of XBRL data by market participants and may 
enhance the benefits that are associated with XBRL more generally.
    In light of the potential benefits from using Inline XBRL, we are 
initiating a voluntary, time-limited program to assess the usefulness 
of this new filing format. This voluntary program also may facilitate 
the development of technological tools to support the potential further 
use of Inline XBRL in the future.
    We note that, with the acceptance of Inline XBRL filings under this 
program, XBRL data users, such as investors, analysts, filers, and data 
aggregators, may need to modify their software or algorithms to be able 
to extract the XBRL data. We believe, however, that such adjustments 
will be minimal because the voluntary Inline XBRL program will not 
affect the taxonomy or the scope of the information required to be 
tagged. In addition, the Commission has incorporated tools into the 
EDGAR system that will enable users to view information about the 
reported XBRL data contained in embedded tags on the Commission's Web 
site, using any recent standard Internet browser, without the need to 
access a separate document. With this feature, when a user views a 
filing submitted with Inline XBRL on EDGAR, the user will be able to 
see tags and the related meta data while viewing the HTML filing. 
Software enabling this feature will also be made freely available to 
the public in an effort to facilitate the creation of cost effective 
Inline XBRL viewers and analytical products. We also plan to make 
freely available software for Inline XBRL extraction, which may further 
mitigate potential effects on XBRL data users. Additionally, the EDGAR 
system will, for the duration of the voluntary program, extract and 
make available the XBRL tags from an Inline XBRL document as a separate 
file, enabling current software to continue automated processing of 
XBRL data with minimal changes to existing processes.
    We also note that permitting filing using Inline XBRL may result in 
changes that affect those filers choosing to use Inline XBRL. 
Currently, when there is a major technical error with XBRL data 
submitted in an exhibit, the EDGAR validation system causes the exhibit 
to be removed from the submission, but the submission as a whole is not 
suspended. With Inline XBRL, the EDGAR validation system will suspend 
an Inline XBRL filing that contains a major technical error in embedded 
XBRL data, which would require the filing to be revised before it could 
be accepted by EDGAR. Based on staff observations, very few XBRL 
exhibits are suspended, in part, because

[[Page 39743]]

companies and preparers routinely use tools the Commission makes 
available to submit test filings to help identify and correct technical 
errors prior to EDGAR filing. Similar tools to submit test filings will 
be available to those filers choosing to file in Inline XBRL. Because 
we expect that Inline XBRL filers would utilize available tools to 
submit test filings to identify and correct any technical errors prior 
to EDGAR filing, we believe that such suspensions should be similarly 
rare for Inline XBRL filers.

III. Conclusion

    Based on the foregoing, we find it is appropriate in the public 
interest and consistent with the protection of investors to grant 
companies that choose to use Inline XBRL when filing financial 
statements in their Exchange Act periodic and current reports a time-
limited and conditional exemption from certain requirements of the 
Interactive Data File exhibit.
    Accordingly, it is hereby ordered pursuant to Section 36(a) of the 
Exchange Act that any company that complies with each of the conditions 
below is exempt from the requirement to submit an instance document as 
described in this order as part of its Interactive Data File exhibit 
with Forms 6-K, 8-K, 10-Q, 10-K, 20-F and 40-F for reports due before 
March 30, 2020.

Conditions

    The company must
    (a) file an Inline XBRL document as prescribed in the EDGAR Filer 
Manual;
    (b) file the Interactive Data File as prescribed in the EDGAR Filer 
Manual for Inline XBRL filers as an exhibit to the Inline XBRL 
document;
    (c) use XBRL tags within the Inline XBRL document that reflect the 
same information in the corresponding data as the HTML format part of 
the official filing;
    (d) state in the exhibit index item referencing the Interactive 
Data File that the instance document does not appear in the Interactive 
Data File because its XBRL tags are embedded within the Inline XBRL 
document;
    (e) not file in plain text ASCII; and
    (f) not rely on the hardship exemptions in Rules 201 and 202 of 
Regulation S-T.

    By the Commission.
Brent J. Fields,
Secretary.
[FR Doc. 2016-14306 Filed 6-16-16; 8:45 am]
 BILLING CODE 8011-01-P
Federal Register / Vol. 81, No. 117 / Friday, June 17, 2016 / Notices 39741

Section 12(g) because it is delinquent in It appears to the Commission that allow filers to embed XBRL data directly
its periodic filings with the there is a lack of current and accurate into a HyperText Markup Language
Commission, having not filed any information concerning the securities of (HTML) document through a format
periodic reports since it filed a Form UNR Holdings, Inc. (‘‘UNRH’’) (CIK No. known as Inline XBRL. The technology
10–Q for the period ended September 1093800), a delinquent Colorado is freely licensed and made available by
30, 2014. On December 2, 2015, corporation located in New York, New XBRL International,1 and it is currently
Corporation Finance sent a delinquency York with a class of securities registered used by companies in other
letter to ANOS requesting compliance with the Commission pursuant to jurisdictions for a variety of regulatory
with its periodic filing requirements but Exchange Act Section 12(g) because it is purposes.2
ANOS did not receive the delinquency delinquent in its periodic filings with We believe that filing financial
letter due to its failure to maintain a the Commission, having not filed any statements with Inline XBRL has the
valid address on file with the periodic reports since it filed a Form potential to provide a number of
Commission as required by Commission 10–Q for the period ended September benefits to filers and users of the
Issuer Address Rules. As of June 8, 30, 2012. On March 25, 2015, information. For example, Inline XBRL
2016, the common stock of ANOS was Corporation Finance sent a delinquency could decrease filing preparation costs,
quoted on OTC Link, had five market letter to UNRH requesting compliance improve the quality of structured data,
makers, and was eligible for the with its periodic filing requirements and by improving data quality, increase
‘‘piggyback’’ exception of Exchange Act which was delivered. As of June 8, the use of XBRL data by investors and
Rule 15c2–11(f)(3). 2016, the common stock of UNRH was other market participants.
It appears to the Commission that quoted on OTC Link, had four market Consequently, as a means of further
there is a lack of current and accurate makers, and was eligible for the assessing the usefulness of Inline XBRL,
information concerning the securities of ‘‘piggyback’’ exception of Exchange Act we are exercising our authority under
Emperial Americas, Inc. (‘‘TEXX’’) (CIK Rule 15c2–11(f)(3). Section 36(a) of the Securities Exchange
No. 1424718), a dissolved Florida The Commission is of the opinion that Act of 1934 (Exchange Act) to permit,
corporation located in Sarasota, Florida the public interest and the protection of but not require, operating companies to
with a class of securities registered with investors require a suspension of trading use Inline XBRL in their periodic and
the Commission pursuant to Exchange in the securities of the above-listed current reports under the Exchange Act
Act Section 12(g) because it is companies. Therefore, it is ordered, through March 2020. Additionally,
delinquent in its periodic filings with pursuant to Section 12(k) of the permitting companies to use Inline
the Commission, having not filed any Securities Exchange Act of 1934, that XBRL on a voluntary, time-limited basis
periodic reports since it filed a Form trading in the securities of the above- could facilitate the development of
10–Q for the period ended June 30, listed companies is suspended for the Inline XBRL preparation and analysis
2012. On January 28, 2016, Corporation period from 9:30 a.m. EDT on June 15, tools, provide investors and companies
Finance sent a delinquency letter to 2016, through 11:59 p.m. EDT on June with the opportunity to evaluate its
TEXX requesting compliance with its 28, 2016. usefulness, and help inform any future
periodic filing requirements but TEXX By the Commission.
Commission rulemaking in this area.
did not receive the delinquency letter Jill M. Peterson, II. Discussion
due to its failure to maintain a valid Secretary. Information is ‘‘structured’’ when it is
address on file with the Commission as
[FR Doc. 2016–14475 Filed 6–15–16; 4:15 pm] made machine-readable by labeling (or
required by Commission Issuer Address
BILLING CODE 8011–01–P ‘‘tagging’’) the information using a
Rules. As of June 8, 2016, the common
markup language, such as XBRL, that
stock of TEXX was quoted on OTC Link,
can be processed by software for
had six market makers, and was eligible SECURITIES AND EXCHANGE analysis. Structured information can be
for the ‘‘piggyback’’ exception of COMMISSION stored, shared, and presented in
Exchange Act Rule 15c2–11(f)(3).
[Release No. 34–78041] different systems or platforms.
It appears to the Commission that Companies currently use information
there is a lack of current and accurate systems that accommodate and rely
Order Granting Limited and
information concerning the securities of upon structured information.
Conditional Exemption Under Section
Nord Resources Corporation (‘‘NRDSQ’’) Standardized markup languages, such
36(a) of the Securities Exchange Act of
(CIK No. 72316), a void Delaware as XBRL, use sets of tags, referred to as
1934 From Compliance With Interactive
corporation located in Tucson, Arizona taxonomies. Taxonomies provide
Data File Exhibit Requirement in Forms
with a class of securities registered with common definitions that represent
6–K, 8–K, 10–Q, 10–K, 20–F and 40–F
the Commission pursuant to Exchange
To Facilitate Inline Filing of Tagged
Act Section 12(g) because it is 1 See http://specifications.xbrl.org/spec-group-
Financial Data
delinquent in its periodic filings with index-inline-xbrl.html.
the Commission, having not filed any June 13, 2016. 2 For example, in the United Kingdom, the

periodic reports since it filed a Form ‘‘accounts and computations’’ part of a ‘‘Company
10–Q for the period ended September I. Introduction Tax Return’’ must be submitted to HM Revenue and
Customs using Inline XBRL. See http://
30, 2013. On September 30, 2015, Operating companies are required to www.hmrc.gov.uk/ct/ct-online/taxonomy.htm.
Corporation Finance sent a delinquency provide their financial statements Other examples include Australia (http://
letter to NRDSQ requesting compliance accompanying their periodic and asic.gov.au/about-asic/media-centre/find-a-media-
sradovich on DSK3TPTVN1PROD with NOTICES

release/2015-releases/15-104mr-asic-introduces-
with its periodic filing requirements current reports in machine-readable format-for-improved-communication-of-financial-
which was delivered. As of June 8, format using eXtensible Business information/); Japan (https://www.xbrl.org/the-
2016, the common stock of NRDSQ was Reporting Language (XBRL). Companies standard/why/who-else-uses-xbrl/); Denmark
quoted on OTC Link, had six market currently provide this XBRL data as an (https://www.xbrl.org/the-standard/why/who-else-
uses-xbrl/); and Ireland (http://www.revenue.ie/en/
makers, and was eligible for the exhibit to their filings. Since these online/ros/ixbrl/index.html). We note that the
‘‘piggyback’’ exception of Exchange Act requirements were first adopted, specific disclosure regimes in these countries differ
Rule 15c2–11(f)(3). technology has evolved and now would from that in the U.S.

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39742 Federal Register / Vol. 81, No. 117 / Friday, June 17, 2016 / Notices

agreed-upon information about (e.g., how adding cost of revenue to the benefits that are associated with
reporting standards, such as U.S. GAAP gross profit equals revenue and XBRL more generally.
for accounting-based disclosures. The subtracting cost of revenue from In light of the potential benefits from
resulting standardization of financial revenue equals gross profit).4 While using Inline XBRL, we are initiating a
reporting allows for aggregation, these data quality issues may have voluntary, time-limited program to
comparison, and large-scale statistical multiple potential causes, we believe assess the usefulness of this new filing
analysis of reported financial that some of these errors may result format. This voluntary program also
information through significantly more from the submission of XBRL tagged may facilitate the development of
automated means than is possible with information as an exhibit separate from technological tools to support the
other formats, such as HTML. the Related Official Filing. potential further use of Inline XBRL in
Structured financial statement Embedding XBRL data in an HTML the future.
information is currently required to be document (which we refer to together as We note that, with the acceptance of
submitted in an ‘‘Interactive Data File’’ the ‘‘Inline XBRL document’’) rather Inline XBRL filings under this program,
exhibit to certain forms.3 These forms than tagging data in a separate instance XBRL data users, such as investors,
are prepared in either HTML or (less document may increase the efficiency analysts, filers, and data aggregators,
commonly) American Standard Code for and effectiveness of the filing may need to modify their software or
Information Interchange (ASCII) preparation and review process and, by algorithms to be able to extract the
electronic formats. The form as prepared saving time and effort spent on the these XBRL data. We believe, however, that
in these formats is called the ‘‘Related processes, may, over time, reduce the such adjustments will be minimal
Official Filing.’’ The Interactive Data cost of compliance with XBRL because the voluntary Inline XBRL
File currently consists of an ‘‘instance requirements.5 In particular, Inline program will not affect the taxonomy or
document’’ and other documents as XBRL makes it possible for preparers to the scope of the information required to
described in the EDGAR Filer Manual. view XBRL meta data 6 within the be tagged. In addition, the Commission
For the purposes of this order, we use HTML document. By facilitating the has incorporated tools into the EDGAR
‘‘instance document’’ to describe that review of XBRL data, we believe that system that will enable users to view
part of the Interactive Data File that Inline XBRL could decrease the overall information about the reported XBRL
contains the XBRL tags for the data contained in embedded tags on the
time required to comply with the XBRL
information contained in the Commission’s Web site, using any
data filing requirement and may better
corresponding data in the Related recent standard Internet browser,
equip preparers to detect and correct
Official Filing to satisfy the content and without the need to access a separate
XBRL data errors.
format requirements in 17 CFR 232.405. document. With this feature, when a
Permitting filing in Inline XBRL is user views a filing submitted with Inline
The other documents in the Interactive
intended to improve XBRL data quality. XBRL on EDGAR, the user will be able
Data File contain contextual information
In particular, the elimination of a to see tags and the related meta data
about the XBRL tags.
Companies often create XBRL exhibits separate instance document should while viewing the HTML filing.
by first preparing their financial reduce the incidence of re-keying errors. Software enabling this feature will also
statements in a word processing Additionally, Inline XBRL might be made freely available to the public in
application and then converting it to eliminate unnecessary or inappropriate an effort to facilitate the creation of cost
another format, such as HTML. Filers custom tags intended to make XBRL effective Inline XBRL viewers and
then create an XBRL exhibit by copying data look similar to an HTML document analytical products. We also plan to
the financial statement information and when ‘‘rendered’’ by software into a make freely available software for Inline
tagging it in XBRL. In this way, human-readable presentation. With XBRL extraction, which may further
preparers essentially tag a copy of the Inline XBRL, companies would have mitigate potential effects on XBRL data
data contained in their HTML filings in less of an incentive to create custom tags users. Additionally, the EDGAR system
a separate document, which requires solely to mimic the appearance of an will, for the duration of the voluntary
them to expend resources to create and HTML filing. To the extent that program, extract and make available the
tag a copy of the data and verify the permitting filing using Inline XBRL XBRL tags from an Inline XBRL
consistency of tagged data across might improve data quality, it may document as a separate file, enabling
documents. contribute to wider use of XBRL data by current software to continue automated
Errors sometimes appear in financial market participants and may enhance processing of XBRL data with minimal
statement information submitted in changes to existing processes.
XBRL that affect the quality of the data 4 See, e.g., Staff Observations of Custom Tag Rates
We also note that permitting filing
(July 7, 2014), available at http://www.sec.gov/dera/ using Inline XBRL may result in
and its potential use by the public and reportspubs/assessment-custom-tag-rates-xbrl.html;
the Commission. For example, Staff Observations from the Review of Interactive changes that affect those filers choosing
Commission staff has identified several Data Financial Statements (December 13, 2011), to use Inline XBRL. Currently, when
recurring issues with XBRL available at http://www.sec.gov/spotlight/xbrl/staff- there is a major technical error with
review-observations-121311.shtml. XBRL data submitted in an exhibit, the
submissions, including errors related to 5 Embedding XBRL data in the HTML filing could
the characterization of a number as EDGAR validation system causes the
create some confusion about the operation of
negative when it is positive, incorrect current accuracy requirements, such as in Rule exhibit to be removed from the
scaling of a number (e.g., in billions 405(c)(1). That rule requires ‘‘[e]ach data element submission, but the submission as a
rather than in millions), unnecessary . . . contained in the Interactive Data File [to whole is not suspended. With Inline
reflect] the same information in the corresponding XBRL, the EDGAR validation system
sradovich on DSK3TPTVN1PROD with NOTICES

custom tags (such as to achieve a data in the Related Official Filing.’’ Although the
particular presentation), incomplete Inline XBRL document will contain XBRL data that will suspend an Inline XBRL filing that
tagging (e.g., a failure to tag numbers in is currently presented in the Interactive Data File, contains a major technical error in
parentheses), and missing calculations that data must still accurately reflect the embedded XBRL data, which would
corresponding information in the HTML format require the filing to be revised before it
that show relationships between data portion of the filing. See condition (c) below.
6 Such meta data include, for example, could be accepted by EDGAR. Based on
3 See 17 CFR 232.405; see also 17 CFR definitions, reporting period information, data type, staff observations, very few XBRL
229.601(b)(101). and related references. exhibits are suspended, in part, because

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Federal Register / Vol. 81, No. 117 / Friday, June 17, 2016 / Notices 39743

companies and preparers routinely use SECURITIES AND EXCHANGE document related to the minimum time
tools the Commission makes available to COMMISSION horizon for liquidation, anti-
submit test filings to help identify and procyclicality conditions, and the
[Release No. 34–78055; File No. SR–ICC–
correct technical errors prior to EDGAR maintenance of cover-2 default
2016–008]
filing. Similar tools to submit test filings resources. The proposed changes are
will be available to those filers choosing Self-Regulatory Organizations; ICE described in detail as follows.
to file in Inline XBRL. Because we Clear Credit LLC; Notice of Filing and As provided in the ICC Risk
expect that Inline XBRL filers would Order Granting Accelerated Approval Management Model Description
utilize available tools to submit test of Proposed Rule Change To Revise document, ICC’s initial margin
filings to identify and correct any the ICC Clearing Rules methodology applies a minimum of a 5-
technical errors prior to EDGAR filing, day time horizon as the liquidation
we believe that such suspensions June 13, 2016. period for all ICC cleared instruments.
should be similarly rare for Inline XBRL Pursuant to Section 19(b)(1) of the ICC proposes amending ICC Rule 403 to
filers. Securities Exchange Act of 1934 explicitly reference this risk policy by
(‘‘Act’’) 1 and Rule 19b–4 thereunder,2 stating that ICC’s initial margin
III. Conclusion notice is hereby given that on June 3, methodology shall incorporate a
Based on the foregoing, we find it is 2016, ICE Clear Credit LLC (‘‘ICC’’) filed minimum 5-day time horizon for the
appropriate in the public interest and with the Securities and Exchange liquidation period (for both house and
Commission (‘‘Commission’’) the client-related positions).
consistent with the protection of
proposed rule change as described in Additionally, as provided in the ICC
investors to grant companies that choose
Items I, II and III below, which Items Risk Management Framework, ICC
to use Inline XBRL when filing financial incorporates certain anti-procyclicality
statements in their Exchange Act have been prepared primarily by ICC.
The Commission is publishing this measures into its risk methodology to
periodic and current reports a time- account for stable but prudent margin
limited and conditional exemption from notice to solicit comments on the
proposed rule change from interested requirements.3 ICC proposes amending
certain requirements of the Interactive ICC Rule 403 to explicitly reference its
Data File exhibit. persons and to approve the proposed
rule change on an accelerated basis. current anti-procyclicality measures and
Accordingly, it is hereby ordered to provide for additional anti-
pursuant to Section 36(a) of the I. Self-Regulatory Organization’s procyclicality measures. Specifically,
Exchange Act that any company that Statement of the Terms of Substance of ICC proposes amending ICC Rule 403 to
complies with each of the conditions the Proposed Rule Change state that ICC’s initial margin
below is exempt from the requirement The purpose of proposed rule change methodology shall incorporate one or
to submit an instance document as is to revise the ICC Clearing Rules (‘‘ICC more measures designed to limit
described in this order as part of its Rules’’) to add explicit references to procyclicality, including by avoiding
Interactive Data File exhibit with Forms certain risk-related policies currently when possible disruptive or big step
6–K, 8–K, 10–Q, 10–K, 20–F and 40–F contained in the ICC Risk Management changes in margin requirements and by
for reports due before March 30, 2020. Framework and the ICC Risk establishing transparent and predictable
Management Model Description procedures for adjusting margin
Conditions
document. requirements in response to changing
The company must market conditions. Further, consistent
II. Self-Regulatory Organization’s with current ICC risk policies, the
(a) file an Inline XBRL document as Statement of the Purpose of, and measures designed to limit
prescribed in the EDGAR Filer Manual; Statutory Basis for, the Proposed Rule procyclicality will demonstrably meet
(b) file the Interactive Data File as Change or exceed the requirements of measures
prescribed in the EDGAR Filer Manual In its filing with the Commission, ICC designed to limit procyclicality that
for Inline XBRL filers as an exhibit to included statements concerning the assign at least 25% weight to stressed
the Inline XBRL document; purpose of and basis for the proposed observations in a look-back period
(c) use XBRL tags within the Inline rule change and discussed any beginning on April 1, 2007. In addition,
XBRL document that reflect the same comments it received on the proposed changes to ICC Rule 403 also allow ICC
information in the corresponding data rule change. The text of these statements to measure procyclicality limits by
as the HTML format part of the official may be examined at the places specified reference to a ten year historical look-
filing; in Item IV below. ICC has prepared back period for computing initial
summaries, set forth in sections A, B, margin.4
(d) state in the exhibit index item Finally, as provided in the ICC Risk
referencing the Interactive Data File that and C below, of the most significant
aspects of these statements. Management Framework, ICC maintains
the instance document does not appear a minimum of cover-2 default resources,
in the Interactive Data File because its A. Self-Regulatory Organization’s in accordance with Commodity Futures
XBRL tags are embedded within the Statement of the Purpose of, and Trading Commission (‘‘CFTC’’)
Inline XBRL document; Statutory Basis for, the Proposed Rule Regulations 39.11 and 39.33. ICC
(e) not file in plain text ASCII; and Change proposes amending ICC Rule 801(a)(i) to
(f) not rely on the hardship ICC proposes changes to ICC Rules explicitly reference this risk policy and
state that ICC shall establish the
sradovich on DSK3TPTVN1PROD with NOTICES

exemptions in Rules 201 and 202 of 403 and 801 to add explicit references
Regulation S–T. to certain risk-related policies currently aggregate amount of required
contained in the ICC Risk Management
By the Commission. 3 See Securities Exchange Act Release No. 34–
Framework and the ICC Risk
Brent J. Fields, 73877 (December 18, 2014) (SR–ICC–2014–18).
Management Model Description 4 Please note that as ICC uses a look-back period
Secretary.
beginning on April 1, 2007, this ten year historical
[FR Doc. 2016–14306 Filed 6–16–16; 8:45 am] 1 15 U.S.C. 78s(b)(1). period anti-procyclicality measure will become
BILLING CODE 8011–01–P 2 17 CFR 240.19b–4. available to ICC in 2017.

VerDate Sep<11>2014 16:48 Jun 16, 2016 Jkt 238001 PO 00000 Frm 00120 Fmt 4703 Sfmt 4703 E:\FR\FM\17JNN1.SGM 17JNN1
Document Created: 2016-06-17 01:04:35
Document Modified: 2016-06-17 01:04:35
Category		Regulatory Information
Collection		Federal Register
sudoc Class		AE 2.7: GS 4.107: AE 2.106:
Publisher		Office of the Federal Register, National Archives and Records Administration
Section		Notices
FR Citation		81 FR 39741