In addition, we believe the program would enhance our ability to evaluate the:

Once we have gained experience with the XBRL technology, the development of taxonomies, and the manner in which XBRL is used, we will analyze the results and determine whether to terminate the voluntary program, continue it indefinitely or require some or all filers to use XBRL. If, in the future, we consider requiring filers to use XBRL, this would be the subject of a separate rulemaking proposal. We also may change the voluntary program based on our experience with the program. For example, we currently anticipate allowing all volunteers to submit XBRL data as an exhibit to specified filings under the Exchange Act and the Investment Company Act; \43\ however, depending on the level of interest, technical concerns or other factors, it may be necessary to limit participation in some manner, such as by number of volunteers or types of XBRL submissions in the voluntary program.
\43\ These filings are Forms 10K, 10Q, 8K, 10, 10KSB, 10QSB and 10SB [17 CFR 249.310, 249.308a, 249.308, 249.210, 249.310b, 249.308b and 249.210b] for noninvestment companies, Forms 20F and 6K for foreign private issuers and Forms NCSR [17 CFR 249.331 and 274.128] and NQ [17 CFR 249.332 and 274.130] for investment companies. In addition to domestic issuers, the voluntary program is available to foreign private issuers that otherwise file financial information prepared in accordance with U.S. GAAP.

B. Description

As part of our review and assessment of the benefits of tagged data reporting, we propose to add Rule 401 of Regulation ST that would allow filers, on a voluntary basis, to furnish specified financial information using XBRL. Proposed Rule 401 generally would provide that a registrant participating in the voluntary program (a ``volunteer'') may submit XBRLRelated Documents \44\ in electronic format. The XBRL Related Documents must be furnished as an exhibit to either the related filing or, alternatively, a Form 8K or revised Form 6K \45\ that references, and is submitted no earlier
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than, the related filing.\46\ In addition, the XBRLRelated Documents must reflect the same financial information,\47\ prepared in accordance with U.S. GAAP, as appears in one or more of the following portions of the volunteer's official EDGAR filing:
\44\ The proposed revision to Rule 11 of Regulation ST would make ``XBRLRelated Documents'' a defined term that means documents related to presenting financial information in XBRL that are part of a voluntary submission in electronic format in accordance with proposed Rule 401.
\45\ The Forms 8K and 6K alternative does not apply to investment company volunteers because they generally do not file Forms 8K and do not file Forms 6K.
\46\ If a volunteer submits the financial information using XBRL as an exhibit to a Form 8K or Form 6K that references the related filing, the Form 8K or Form 6K should so explain and a Form 8K should provide the reference under item 8.01 of the Form 8K. \47\ For purposes of the voluntary program, the financial statements, other than financial statements of investment company volunteers, should not include the related schedules. Audit opinions or interim review reports included with the audited or quarterly financial statements in the body of the official filing should also be omitted from the XBRLRelated Documents. Volunteers should label the XBRLRelated Documents (whether they are filed as an exhibit to the related official filing or to a Form 8K or Form 6K that references such filing) as either ``unaudited'' or, for quarterly financial statements, ``unreviewed.''

The XBRL financial data should be furnished as an exhibit to specified Exchange Act or Investment Company Act filings. XBRLRelated Documents would be easily identifiable as Exhibit 100 to the filings, with appropriate extensions for the type of XBRLRelated Document, such as EX100.XBRLSCHEMA for the XBRL schema file.\49\ The XBRLRelated Documents submitted would not replace the required HTML or ASCII version of the financial information they contain. Volunteers still would be required to file their official filings to ensure that all investors have access to information upon which to base their investment decisions.\50\ The XBRLRelated Documents may be submitted either with the official EDGAR filing or a Form 8K or Form 6K \51\ that references such filing or in an amendment to such filing or Form 8K or Form 6K at a later date; however, volunteers may not submit the XBRLRelated Documents before filing the related official document and would be encouraged to submit the XBRLRelated Documents with the initial filing.\52\ Volunteers would be free to submit their XBRL exhibits regularly or from time to time and could stop or start as they choose. If a volunteer wants to amend XBRLRelated Documents it submitted earlier, it should amend the filing with which the XBRL Related Documents appeared as an exhibit.\53\
\49\ Item 601(a)(2) of Regulations SK and SB [17 CFR
229.601(a)(2) and 228.601(a)(2)] require a filing's exhibit index to list the exhibits using the number of the Item 601(b) [17 CFR 229.601(b) and 228.601(b)] subparagraph that describes the exhibit (in this case, ``100''). In the case of foreign private issuers, revised Forms 20F and 6K also would require volunteers to
designate XBRLRelated Documents as exhibit ``100.'' Finally, in the case of investment companies, proposed Rule 8b33 would require them to name each XBRLRelated Document in the same way and submit these documents separately for each series of an investment company registrant and each contract of an insurance company separate account. For example, a registrant with five series would have five separate XBRL schema files. The Filer Manual would be revised to provide more detail on this point.
\50\ Although a volunteer's XBRLRelated Documents would be required by proposed Rule 401 to reflect the same information contained in the corresponding portion of the related official filing, investors and others should continue to rely on the official filing rather than the XBRLRelated Documents.
\51\ As further discussed below, XBRLRelated Documents generally would not be deemed filed or incorporated by reference regardless whether they are exhibits to a document incorporated by reference.
\52\ A volunteer that submits XBRLRelated Documents with an amendment would be required to follow the same requirements as to the amendment process as would apply if the XBRLRelated Documents were any other type of exhibit.
\53\ A volunteer would be required to amend XBRLRelated Documents it submitted earlier if, contrary to the requirements of proposed Rule 401, the XBRLRelated Documents did not reflect the same financial information as appears in the corresponding portion of the volunteer's official EDGAR filing. It would not matter whether the difference existed at the time the XBRLRelated Documents were submitted or arose later as a result of an amendment to the official EDGAR filing.

We propose to open the program to all volunteers that use one of the following version 2.1 XBRL taxonomies in U.S. GAAP:

By the end of 2004, we understand that the XBRL Consortium will have finalized these standard taxonomies after at least one review and comment period.\56\ We expect that additional standard taxonomies will be permitted on the EDGAR system as they become available.\57\ The standard taxonomies and related linkbases would be housed on our Web site at http://www.sec.gov would be able to download the XBRL instance document, described below, to perform their own financial analysis.\58\ We plan to develop an application, such as a style sheet, for volunteers so that users can view XBRL data in a rendered or human readable format via our website.\59\ This application would convert XBRL files into a document that would look similar to traditional financial information such as a balance sheet or income statement. The volunteer would be required to reflect in the rendered document the same financial information included in the corresponding portion of the official HTML or ASCII version.\60\
\56\ See http://www.xbrl.org. \57\ XBRLUS also has under development additional industry specific taxonomies, including taxonomies for brokerdealers and oil and gas companies. See http://www.xbrl.org. \58\ In order to perform financial analyses based on the instance document, users would need to use their own software. \59\ Although we plan on developing a standard style sheet, it may not be ready before we would begin the voluntary program. In this situation, we propose commencing the voluntary program without rendering the data to begin evaluating the usefulness of software that identifies, extracts and analyzes tagged data. We would include a standard style sheet in the program as soon as it was developed. \60\ Volunteers could provide data in presentation linkbase files (see discussion below) to provide additional information to the standard style sheet.
C. Mechanics of Submitting Financial Information Using XBRL

Volunteers would likely include the following in their XBRLRelated Document submissions (described in more detail below): \61\ \61\ Schema and linkbase files would be necessary only if the volunteer adds extensions to the standard taxonomy.

1. Instance Document

The instance document, which is a machine readable form, pairs a tag from the taxonomy with the related piece of financial
information.\63\ For example, where a financial statement in an official filing reports $10 million in revenue, a ``revenue'' data tag from the taxonomy may be paired with a value of $10 million. Volunteers may use a software product to create an XBRL instance document.\64\ \63\ The instance document may also contain meta data, which is data that describes other data. Additional meta data added to XBRL tagged numbers may include decimal precision, numeric context, dates, company identifiers, language, currency and links to concept definitions. Meta data may also contain guidelines to format a standard style sheet or other application for a standard template. \64\ Volunteers would not be required to use a software product to create the file. They could create a text file and enter the data themselves.

2. Schema File

The XBRL data file that the volunteer creates can adhere to either a standard taxonomy or a standard taxonomy with extensions. Extensions to the standard taxonomy further refine the data contained in the standard taxonomy so that the XBRL data reflects the same financial information presented in the corresponding portion of the related official filing. Such extensions would be included in a schema file. For example, the standard taxonomy might not contain tags that allow a volunteer to report revenue by segment or product line as it appears in its official filing. Revenue by segment or product line would be considered additional elements to the standard taxonomy. To use extensions for these additional elements, the volunteer likely would use taxonomy builder software to generate a schema file. The volunteer must use the appropriate extensions to present such revenue segment or product line data in the XBRL format.

3. Linkbase Files

If extensions to the standard taxonomy were necessary, a volunteer would need to create additional linkbase files to manage references, labels and relationships to the instance document.\65\ Since the standard taxonomies would be housed on our Web site, all of the links between the instance documents and the standard taxonomies would be required to be modified by the volunteer to link to our Web site. There are at least five types of linkbase files: \66\
\65\ The standard taxonomies already have linkbase files associated with their own elements.
\66\ Additional linkbases may be developed, such as formula linkbases.

4. XBRL Using EDGARLink

Once the XBRL files are created, volunteers may use the Commission client software, EDGARLink \67\ or a third party product to create the submission much as they do today. First, they would enter header information into the browser based EDGARLink application. Then they would attach the filing and other attachments including the XBRL files. The volunteer would be required to attach each file that makes up the XBRLRelated Documents, leaving no unresolved links. Also, the XBRL Related Documents would be required to either accompany or be submitted as an amendment to the form or report that contains the original financial data or accompany or be submitted as an amendment to a Form 8K or Form 6K that references such form or report. For example, a volunteer would create a Form 10Q filing and then create XBRLRelated Documents that contain a representation of the financial statements contained in the Form 10Q. The volunteer would bring up EDGARLink and enter the required header information into the browser interface, attach the Form 10Q file as the primary document in the submission, and then attach the XBRLRelated Documents. The volunteer would log onto the filing Web site and follow the current process for transmitting its submission to the Commission.
\67\ EDGARLink will be changed to allow the attachment of .xml and .xsd files for this purpose. The EDGARLink Filer Manual will be updated with instructions on how to attach all files and how to link to the taxonomies on our Web site.

D. Receipt and Acceptance

Once received by the Commission, the official filing and the attached XBRLRelated Documents would undergo technical validations. The official filing would continue to follow the normal process for receipt and acceptance. That is, it would be suspended if it fails its validation criteria. If the official filing meets its validation criteria, but any XBRLRelated Documents fail their own validation criteria, all XBRLRelated Documents would be removed and the official filing would be accepted and disseminated without the XBRLRelated Documents. The volunteer would be notified of the XBRL submission problem.

E. Liability Issues

Because the voluntary program is experimental, and to encourage volunteers to participate, the revised rules would provide limited protections from liability under the federal securities laws and exclude XBRLRelated Documents from being subject to certification requirements.\68\
\68\ If, in the future, we were to issue a separate proposal to mandate filing XBRLRelated Documents, we expect that we would not propose liability protection or an exclusion from the certification requirements as to these documents.

Proposed Rule 402(a) generally would provide that XBRLRelated Documents
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submitted in the program, regardless whether they are exhibits to a document incorporated by reference into a filing:

Later in this release, we solicit comments on whether liability protections for XBRL data in the voluntary program should be increased beyond or decreased from that proposed.

Finally, proposed paragraph (h) of Rules 13a14 and 15d14 under the Exchange Act and proposed paragraph (d) of Rule 30a2 under the Investment Company Act would exclude XBRLRelated Documents from being subject to the certification of disclosure requirements of the rule of which it is a part.

V. Specific Request for Comments

We request comment in general on the proposed voluntary program and rules. We also request comment in particular as follows:

1. Is the proposed rule permitting volunteer filers to furnish financial information in XBRL appropriate? Is there a better way to accomplish testing and analysis of XBRL data?

2. For purposes of the program, volunteers can furnish in XBRL format, among other types of financial information, a complete set of financial statements. Are there special issues or difficulties raised by providing notes to financial statements in XBRL format? If so, should we permit volunteers to furnish financial statements in XBRL format if they omit the related notes? Should we allow volunteers to furnish in XBRL format some but not all financial statements (e.g., only a balance sheet)? Should we also allow tagging for other items, such as Management's Discussion and Analysis \77\ or Management's Discussion of Fund Performance \78\ that are part of existing taxonomies?
\77\ See Item 303 of Regulations SK and SB [17 CFR 229.303 and 228.303].
\78\ See Item 22(b)(7) of Form N1A [17 CFR 239.15A and 274.11A].

3. Are the standard taxonomies in the voluntary program sufficiently developed? If not, explain what further development would be necessary. Please address taxonomies with respect to specific industries or types of companies if you have information or views on these. Is the taxonomy builder software sufficiently developed that volunteers would be able to create extensions as needed?

4. What specific criteria should be applied to determine the adequacy of the standard taxonomies?

5. Should we include other standard taxonomies in the voluntary program? If so, specify which ones and explain why you believe such taxonomies are sufficiently developed.

6. Should we allow foreign private issuers or foreign governments who use nonU.S. GAAP standard taxonomies to participate in the voluntary program? If so, how should this be implemented? What adaptations, if any, would be needed? How would U.S. GAAP

reconciliations be handled in a voluntary XBRL submission?

7. We plan to permit all filers to furnish XBRL data as an exhibit to Exchange Act and Investment Company Act filings so long as they use one of the specified standard taxonomies and form types. Should we further limit participation, such as by size or specific industry? Should we allow volunteers to furnish XBRL data with Securities Act filings?

8. We have proposed that XBRL data furnished by volunteers must be the same financial information as in the corresponding portion of the HTML or ASCII version. Should we allow volunteers to present less detailed financial information in their XBRL data?

9. In order for the XBRL version of the financial statements to have the same level of detail as the HTML or ASCII version, we expect most companies would file extensions to the standard taxonomy. If you expect that companies would file extensions to the standard taxonomy, explain why extensions would be necessary. Would there be some companies that do not expect to file extensions? If not, explain why. Would the use of extensions harm the comparability that otherwise would exist among volunteers that use the same standard taxonomy?

10. Are there any confidentiality concerns regarding submitting extensions? If so, what are they?

11. We are contemplating allowing volunteers to submit XBRL data as an amendment to their filings or with a Form 8K or Form 6K that references the filing that contains the financial information to which the XBRL data relates. Should we require volunteers to submit XBRL data at the same time or within a specified number of days from the time they submit their official filing? Would this present difficulties for volunteers? Should we require volunteers to submit XBRL data only as an exhibit to the filing to which the XBRL data relates (i.e., remove the option to submit the XBRL data as an exhibit to an otherwise unrelated Form 8K or Form 6K)?

[[Page 59100]]

12. We plan to develop and provide via our Web site an application for a standard template to render the XBRL information in human readable form. What are the advantages and disadvantages of our requiring the use of such a standard template? For example, could a standard template prevent a volunteer from presenting its XBRL data in as much detail as, and in a manner substantially similar to, the financial statements in its official filing? Should we only develop standard templates for certain industries? Instead, should we allow each volunteer to submit its own template for rendering the XBRL data?

13. As to the voluntary program, we propose to exclude XBRLRelated Documents from the certification requirements of Rules 13a14 and 15d 14 under the Exchange Act and Rule 30a2 under the Investment Company Act and we state that the XBRLRelated Documents should omit audit opinions and review reports. For purposes of the voluntary program, should officers of the company certify the XBRL data? If so, what should the certification criteria be? Should auditors be required to attest to the data? If so, what should their attestation requirements be? What are the advantages and disadvantages of requiring certification and attestation? \79\ What complications would arise if a volunteer presented an audit or review report in its XBRLRelated Documents?
\79\ See Section III.D of the Concept Release regarding auditor attestation.

14. Should the XBRL data be considered filed or furnished for purposes of the voluntary program? Why? Would filers be more or less likely to participate in the voluntary program if the information were deemed filed? To encourage participation in the voluntary program, should liability protections be increased beyond that proposed? For the protection of investors, should liability protection be decreased from that proposed? Is there any reason to provide liability protections under the Securities Act if, as proposed, volunteers cannot submit XBRL data with Securities Act filings and XBRL data is deemed not incorporated by reference?

15. As proposed, the liability protection provisions require that information in the XBRLRelated Documents be the same as the corresponding information in the official filing and that information in the official filing not be materially false or misleading. Also as proposed, to the extent information in the XBRLRelated Documents differs, it would be deemed the same if the volunteer had made a good faith and reasonable attempt to make it the same and, as soon as reasonably practicable after the volunteer becomes aware of the difference, the volunteer amends the XBRLRelated Documents to make the information the same. Is it appropriate to deem the information the same under these conditions? Under what, if any, conditions should the information be deemed the same?

16. How should we determine how useful the tagged data is to users of the information?

17. What specific steps can we take to encourage registrants to participate in the voluntary program?

VI. General Request for Comments

We request comment not only on the specific issues we discuss in this release, but on any other approaches or issues that we should consider in connection with the voluntary program. We seek comment from any interested persons, including those required to file information with us on the EDGAR system, as well as investors, disseminators of EDGAR data, EDGAR filing agents, accountants and any other members of the public.

VII. Paperwork Reduction Act

The proposed new and amended rules contain ``collection of information'' requirements within the meaning of the Paperwork Reduction Act of 1995, or PRA.\80\ We are submitting the proposals to the Office of Management and Budget, or OMB, for review in accordance with the PRA.\81\ An agency may not conduct or sponsor, and a person is not required to respond to, an information collection unless it displays a currently valid OMB control number.
\80\ 44 U.S.C. 3501 et seq.

\81\ 44 U.S.C. 3507(d) and 5 CFR 1320.11.

The title of the new collection of information is ``Voluntary XBRL Related Documents'' (OMB Control No. 3235XXXX). This collection of information stems from already existing regulations and forms adopted pursuant to the Exchange Act and Investment Company Act that set forth financial disclosure requirements for annual and quarterly reports as well as current reports. The proposed new and amended rules, if adopted, would allow registrants to furnish specified financial information in XBRLRelated Documents as exhibits to their current or periodic reports filed on EDGAR. The specified financial information already is required pursuant to existing periodic and annual report requirements, but would be tagged using XBRL. During the proposed voluntary program, registrants would continue to include this information in ASCII or HTML format in their official EDGAR filings, but also would furnish the XBRL tagged data as exhibits to these filings. The XBRLRelated Documents would consist of an instance document, a schema file, and linkbase files. Submission of XBRLRelated Documents would be voluntary and the information submitted would not be kept confidential.
A. Reporting and Cost Burden Estimate

1. Periodic and Current Reporting

Form 10K (OMB Control No. 32350063) prescribes information that a registrant must disclose annually to the market about its business. Form 10KSB (OMB Control No. 32350420) prescribes information that a registrant that is a ``small business issuer'' as defined under our rules must disclose annually to the market about its business. Form 20 F (OMB Control No. 32350288) is used by a foreign private issuer both to register a class of securities under the Exchange Act as well as to provide its annual report required under the Exchange Act. Form 10Q (OMB Control No. 32350070) prescribes information that a registrant must disclose quarterly to the market about its business. Form 10QSB (OMB Control No. 32350416) prescribes information that a registrant that is a ``small business issuer'' as defined under our rules must disclose quarterly to the market about its business. Form 8K (OMB Control No. 32350060) prescribes information, such as material events or corporate changes, that a registrant must disclose. Form 8K also may be used, at a registrant's option, to report any events that the registrant deems to be of importance to shareholders. Furthermore, companies may use Form 8K to disclose the nonpublic information required to be disclosed by Regulation FD.\82\ Form 6K (OMB Control No. 32350116) is used by a foreign private issuer to report material information, such as required disclosure in its home jurisdiction, information regarding distributions and other material disclosure. Form NCSR (OMB Control No. 32350570) is the form used by registered management investment companies to file certified shareholder reports semiannually. Form NQ (OMB Control No. 32350578) is the form used by registered management investment companies to file their complete portfolio schedules for the first and third fiscal quarters. \82\ 17 CFR 243.100 through 243.103.

We are proposing a new collection of information, Voluntary XBRL Related Documents, which would be furnished
[[Page 59101]]
as a new exhibit to these forms to allow registrants to voluntarily furnish specified financial information using XBRL.\83\ The compliance burden estimates for the proposed collection of information are based on several assumptions. First, while the proposed voluntary program would be open to any Exchange Act or Investment Company Act reporting company choosing to participate, we anticipate that only a small percentage of companies would choose to participate in the voluntary program. Based on discussions with several individuals who are familiar with the use of XBRL, we estimate that approximately 60 registrants would elect to participate in the voluntary program.
\83\ The proposed voluntary program would allow for XBRLRelated Documents to be furnished with Forms 10, 10SB and 20F. We expect, however, that volunteers for the program will already be subject to Exchange Act reporting requirements and, as a result, do not include an analysis relating to Forms 10 and 10SB or, to the extent it can be used for Exchange Act registration, Form 20F.

Participation in the voluntary program and the use of XBRL would not directly affect the burden of preparing the financial statements or the registrant's official EDGAR filings. In order to be able to provide XBRLRelated Documents, a registrant participating in the voluntary program would have to map the financial reporting to the XBRL standard taxonomy, potentially develop taxonomy extensions, map the notes to the financial statements and create an instance document. Based on discussions with data aggregators and registrants who have prepared their financial information as XBRLRelated Documents, the initial creation of XBRLRelated Documents would require on average approximately 130 burden hours. We estimate that subsequent preparation of the XBRLRelated Documents would require an average 10 burden hours. Because the PRA estimates represent the average burden over a three year period, we estimate the average burden for disclosure for one set of XBRLRelated Documents furnished with a periodic or current report to be 20 hours.\84\
\84\ To calculate an estimate of the amount of time it would take to prepare the XBRLRelated Documents we assumed that the initial creation would take 130 hours and that all future
preparations of XBRLRelated Documents would take 10 burden hours. We calculated that a registrant other than an investment company would prepare one annual and three quarterly reports per year, and an investment company registrant would prepare two reports on Form NCSR and two reports on Form NQ per year. We added the burden hours for each report over the threeyear period and divided by the number of periodic reports filed by each registrant (12), resulting in the estimate of 20 hours per report.

We would permit participants in the voluntary program to furnish XBRLRelated Documents with respect to their annual and quarterly reports as well as current reports, but we think the participants will generally only furnish XBRLRelated Documents with their annual and quarterly reports due to the additional burden of preparing the documents.\85\ Based on a burden hour estimate of 80 hours per registrant participating in the voluntary program per year and 80 participants per year, we estimate that, in the aggregate, participants would incur an additional 6,400 burden hours to furnish the XBRL Related Documents with their filings. We estimate that 75% of the burden is prepared by the company and that 25% of the burden is prepared by outside professionals or consultants retained by the company at an average cost of $300 per hour.\86\ We estimate that, if the proposals are adopted, the additional filings would result in an added annual cost totaling $480,000 for all participating registrants. \85\ We estimate that a participant would furnish XBRLRelated Documents with its annual report and each of its quarterly reports (or with each report on Form NCSR and Form NQ, in the case of an investment company) and will incur 20 burden hours for preparing the XBRLRelated Documents for each report.
\86\ The staff estimated the average hourly rate for outside professionals and consultants, by contacting outside professionals and other persons regularly involved in the financial reporting process.

2. Regulation SK, Regulation SB and Regulation ST

Regulation SK (OMB Control No. 32350071) specifies information that a registrant must provide in filings under both the Securities Act and the Exchange Act. Regulation SB (OMB Control No. 32350417) specifies information that a small business issuer must provide in filings under the Securities Act and the Exchange Act. Regulation ST (OMB Control No. 32350424) specifies the requirements that govern the electronic submission of documents.

The proposed changes to these items would add and revise rules under Regulations SK, SB and ST. The filing requirements themselves, however, are included in the forms and we have reflected the burden for these new requirements in the burden estimate for the forms. These rules in Regulations SK, SB and ST do not impose any separate burden. We assign one burden hour each to Regulations SB, SK and ST for administrative convenience to reflect the fact that these regulations do not impose any direct burden on companies.

B. Request for Comments

We request comment to evaluate the accuracy of our estimates of the number of participants and the burden of the proposed collections of information and to determine whether there are ways to minimize the burden on respondents. Any member of the public may direct to us any comments concerning the accuracy of these burden estimates and any suggestions for reducing burdens. Persons who desire to submit comments on the collection of information requirements should direct their comments to the OMB, Attention: Desk Officer for the Securities and Exchange Commission, Office of Information and Regulatory Affairs, Washington, DC 20503, and send a copy of the comments to Jonathan G. Katz, Secretary, Securities and Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549, with reference to File No. S73504. Requests for materials submitted to the OMB by us with regard to this collection of information should be in writing, refer to File No. S7 3504, and be submitted to the Securities and Exchange Commission, Records Management, Office of Filings and Information Services, 450 Fifth Street, NW., Washington, DC 20549. Because the OMB is required to make a decision concerning the collection of information between 30 and 60 days after publication, your comments are best assured of having their full effect if the OMB receives them within 30 days of publication.

VIII. CostBenefit Analysis

The proposed voluntary program reflects our desire to increase EDGAR's efficiency and utility. The tagging of financial and other information submitted to us through EDGAR has the potential to improve the analysis of that information. In order to evaluate data tagging, we have proposed allowing registrants to furnish XBRLRelated Documents as exhibits to their official EDGAR filings.

A. Benefits

We believe that tagged financial information may allow more efficient and effective retrieval, research and analysis of financial information through automated means. The proposed voluntary program would assist us in assessing whether using XBRL tagged financial information enhances the analysis of financial information included in Commission filings. The voluntary program also would facilitate our ability to assess the technical requirements of processing
[[Page 59102]]

XBRLRelated Documents using EDGAR.

Today, a number of companies use the financial information provided on EDGAR to create databases of tagged information that they resell to users of the information. Allowing registrants to tag their own financial data would remove third parties from the tagging process and may reduce the cost of access to tagged information. Data tagging by registrants may make the tagging process more accurate. Additionally, the voluntary program may benefit registrants and the public by permitting experimentation with data tagged using XBRL. In the future, increased availability of accurate, tagged financial information could also reduce the cost of research and analysis and create new opportunities for companies that compile, provide and analyze data to provide more value added services. Enhanced access to tagged information has the potential to increase analyst coverage and investor interest in a registrant's securities, which could increase the liquidity in the market and lower the cost of capital. These benefits, however, are difficult to quantify.

B. Costs

The proposed voluntary program would lead to some additional costs for registrants choosing to furnish XBRLRelated Documents as exhibits to their periodic and current reports. Some companies may already tag their financial information using XBRL, in which case the additional cost of submitting XBRLRelated Documents would be minimal. The proposals do not dictate that companies follow any particular procedure, however some participants may choose to acquire additional software or hire consultants to assist them with data tagging. Based on discussions with software providers and others familiar with XBRL, we estimate that between 60 and 100 registrants will participate in the voluntary program, the cost of tagging software packages to be approximately $3,000, and, based on our PRA estimates, an annual cost of $20,000 per registrant.\87\ Based on the foregoing discussion, we estimate the total cost to be between $1,380,000 and $2,300,000 in the first year.
\87\ To determine the annual cost we estimate that the incremental burden would result in 6,400 internal burden hours and $480,000 in external costs. Assuming a cost of $175 per hour for in house professional staff, the total cost would be $1,120,000. Consequently, the aggregate cost estimate is $1,600,000 or $20,000 per registrant.

Due to the recent development of the technology, we have limited data to quantify the cost of implementing data tagging using XBRL and seek comments and supporting data on our estimates. Further, methods of tagging data may vary considerably, making accurate cost estimates difficult. In the future, there may be additional costs to participants in the EDGAR data stream, including lower demand for data tagging and data dissemination. The availability of registrant tagged data, however, may provide these participants with alternative business opportunities.

C. Request for Comments

We request comment on all aspects of this costbenefit analysis, including identification of any additional costs or benefits of, or suggested alternatives, to the proposed rules. Commenters are requested to provide empirical data and other factual support for their views to the extent possible.

IX. Initial Regulatory Flexibility Analysis

We prepared this Initial Regulatory Flexibility Analysis, or IRFA, in accordance with the Regulatory Flexibility Act.\88\ We are proposing rules to allow registrants, on a voluntary basis, to tag financial information in specified filings using XBRL. The proposed amendments set forth the method by which a registrant participating in the voluntary program may furnish XBRLRelated Documents as an exhibit to its official EDGAR filing.
\88\ 5 U.S.C. 603.

A. Reasons for, and Objectives of, the Proposals

The purpose of the proposals is to further our ability to assess the feasibility and desirability of using tagged data on a more widespread and, possibly, mandated, basis in EDGAR filings. We believe the program to accept XBR

FOR FURTHER INFORMATION CONTACT If you have questions about the proposed rules, please contact one of the following members of our staff: Brigitte Lippmann or Mark W. Green, Division of Corporation Finance (2029422910), Eric Schuppenhauer, Office of the Chief Accountant (2029424400), or Brian Bullard or Toai Cheng, Division of Investment Management (2029420590), Securities and Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549. If you have questions about the EDGAR system, please contact Richard Heroux, EDGAR Program Manager (2029428800), in the Office of Information Technology.

If you want to contact us about participating in the voluntary program, please contact either Brigitte Lippmann or Eric Schuppenhauer regarding noninvestment companies or Toai Cheng regarding investment companies. If you are interested in participating in the voluntary program, we encourage, but do not require, you to contact us so that we can better assess the level of participation. Expressing interest is merely an indication of interest, not a commitment or a precondition to participate. To participate in the program, volunteers only would need to submit their XBRL format information in accordance with the proposed rules.