Many calendar year end filers will be subject to the final phase-in for XBRL filings for second quarter 10-Qs for the first time.  We thought it would be useful to review the grace period rules for XBRL filings in the event filers are faced with unanticipated difficulties or delays.

Initial Filings

Rule 405(a)(ii)(2) of Regulation S-T permits the first XBRL data exhibit to be filed by an amendment within 30 days after the earlier of the due date or filing date of the Form 10-Q.  The extension is only applicable for the initial required XBRL data exhibit and is not available if earlier XBRL data exhibits were voluntarily provided.  XBRL data exhibits are not subject to officer certifications as discussed in Rules 13a-14 and 15d-14.  Thus an amendment solely to include an XBRL data exhibit would not have to be certified.  See page 74 of the XBRL adopting release.

Temporary Hardship Exemption

Rule 201 of Regulation S-T provides for a temporary hardship exemption for XBRL data exhibits.  The temporary hardship exemption is available when the “filer experiences unanticipated technical difficulties preventing the timely preparation” of the XBRL data exhibit.  Instead of including the XBRL data exhibit, include a document with the following statement:

IN ACCORDANCE WITH THE TEMPORARY HARDSHIP EXEMPTION PROVIDED BY RULE 201 OF REGULATION S–T, THE DATE BY WHICH THE INTERACTIVE DATA FILE IS REQUIRED TO BE SUBMITTED HAS BEEN EXTENDED BY SIX BUSINESS DAYS

The required XBRL data exhibit must then be submitted, and where applicable, posted to the corporate web site, within six business days.

Continuing Hardship Exemptions

Rule 202 of Regulation S-T has a procedure where a filer may apply for a continuing hardship exemption.  We do not expect these requests to be routinely granted so they are not discussed further.

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