FAST Act Adopting Release Supporting Statement.Final.11-29-2019

SUPPORTING STATEMENT FOR FINAL RULES
UNDER THE SECURITIES ACT OF 1933AND
SECURITIES EXCHANGE ACT OF 1934
This supporting statement is a part of a submission under the Paperwork
Reduction Act of 1995, 44 U.S.C. §3501, et seq.

A.

JUSTIFICATION

1.

CIRCUMSTANCES MAKING THE COLLECTION OF INFORMATION
NECESSARY

On March 20, 2019, the Securities and Exchange Commission (the
“Commission”) adopted rule amendments to modernize and simplify certain disclosure
requirements in Regulation S-K, and related rules and forms, in a manner that reduces the
costs and burdens on registrants while continuing to provide all material information to
investors.1 The amendments were also intended to improve the readability and
navigability of disclosure documents and discourage repetition and disclosure of
immaterial information. To provide for a consistent set of rules to govern incorporating
information by reference and hyperlinking, the Commission also adopted parallel
amendments to several rules and forms applicable to investment companies and
investment advisers, including amendments that will require certain investment company
filings to be submitted in HyperText Markup Language format.
Amendments to disclosure requirements under Item 102,2 Item 303,3 Item 401,4
Item 405,5 Item 4076 and certain provisions of Item 6017 are expected to reduce
disclosure burdens relating to the description of property, management’s discussion and
analysis (MD&A), disclosure about directors, executive officers, promoters and control
persons, and the confidential treatment process.

1

See FAST Act Modernization and Simplification of Regulation S-K, Release No. 33-10618 (March 20,
2019) [84 FR 12674 (April 2, 2019)] (“FAST Act Adopting Release” or “Adopting Release”).

2

17 CFR 229.102.

3

17 CFR 229.303.

4

17 CFR 229.401.

5

17 CFR 229.405.

6

17 CFR 229.407.

7

17 CFR 229.601(a)(5), (a)(6) and (b)(10)(iv).

Amendments to certain provisions of Item 5018 and certain provisions of Item
6019 are expected to increase disclosure burdens by requiring additional cover page
information, structured data tagging of cover page information, and a new Form 10-K10
exhibit containing a description of securities.
Amendments to Item 501(b), Item 503(c), Item 508, Item 512, Rule 411, Rule 12b-23,
Rule 0-4, and Rule 0-6 are not expected to affect any existing hour or cost burdens.
These amendments will modernize and simplify cover page disclosure requirements,
definitions, and undertakings, and reconcile incorporation by reference rules for
investment companies and operating companies. 11
The Paperwork Reduction Act burdens associated with the following collections
of information will be affected by the amendments:
“Form S-1” (OMB Control No. 3235-0065);
“Form S-3” (OMB Control No. 3235-0073);

“Form S-4” (OMB Control No. 3235-0324);
“Form S-11” (OMB Control No. 3235-0067);
“Form F-1” (OMB Control No. 3235-0258);
“Form F-3” (OMB Control No. 3235-0256);
“Form F-4” (OMB Control No. 3235-0325);
“Form SF-3” (OMB Control No. 3235-0690);
“Form 10” (OMB Control No. 3235-0064);
“Form 20-F” (OMB Control No. 3235-0288);

8

17 CFR 229.501.

9

17 CFR 229.601(b)(104) and (b)(4)(vi). New Rule 406 of Regulation S-T, new paragraph 104 to
“Instructions as to Exhibits” of Form 20-F and new Instruction 17 to “Information To Be Filed on this
Form” of Form 40-F also will require structured data tagging of cover page information.

10

17 CFR 249.310.

11

The paperwork burdens for Regulation S-K, Regulation S-T, Regulation C and Regulation 12B are
imposed through the forms that are subject to the requirements in these regulations and are reflected in
the analysis of those forms.

2

“Form 40-F” (OMB Control No. 3235-0381);
“Form 10-K” (OMB Control No. 3235-0063);
“Form 10-Q” (OMB Control No. 3235-0070); and
“Form 8-K” (OMB Control No. 3235-0060).12
A copy of the FAST Act Adopting Release, which contains the amendments, is
attached.
2.

PURPOSE AND USE OF THE INFORMATION COLLECTION

The purpose of the amendments is to modernize and simplify certain disclosure
requirements in Regulation S-K, and related rules and forms, in a manner that reduces the
costs and burdens on registrants while continuing to provide all material information to
investors. The amendments are also intended to improve the readability and navigability
of disclosure documents and discourage repetition and disclosure of immaterial
information.
3.

CONSIDERATION GIVEN TO INFORMATION TECHNOLOGY

The collection of information requirements of the amendments are set forth in the
affected rules and forms. All of the affected forms are filed electronically with the
Commission using the Commission’s Electronic Data Gathering, Analysis and Retrieval
(“EDGAR”) system.
4.

DUPLICATION OF INFORMATION
The amendments do not duplicate, overlap, or conflict with other federal rules.

5.

REDUCING THE BURDEN ON SMALL ENTITIES

The amendments clarify, consolidate and simplify compliance and reporting
requirements for small entities and other registrants. The majority of the amendments
simplify and streamline disclosure requirements in ways that are expected to reduce
compliance burdens. Because the amendments will not impose any significant new
compliance obligations, it was unnecessary to establish different compliance and
reporting requirements or timetables or to exempt small entities from all or part of the
amendments. In this regard, the Commission’s existing disclosure requirements provide

12

Schedules 14A (OMB Control No. 3235-0059) and 14C (OMB Control No. 3235-0057) require
disclosure under Subpart 400 of Regulation S-K. This disclosure is often incorporated, in relevant
part, into Part III of a registrant’s Form 10-K. Therefore, our burden estimates for Form 10-K
contemplate that Part III disclosure may be incorporated by reference to Schedules 14A or 14C.

3

for scaled disclosure requirements and other accommodations for small entities, and the
amendments will not alter these existing accommodations.
The few amendments that will impose additional disclosure requirements are not
expected to significantly increase the paperwork burden.13 The amendments to add
certain information to the cover pages of annual and periodic reports are expected to have
only a minimal impact on registrants’ burdens.14 In addition, amendments to require a
new Form 10-K exhibit containing a description of securities will not require registrants
to gather information that is not already known and readily available.15 Lastly, the
software tools necessary to file documents in HTML, create hyperlinks, and tag cover
page data information using Inline XBRL, as adopted, are already widely used and
available at minimal cost.16
6.

CONSEQUENCES OF NOT CONDUCTING COLLECTION

The amendments affect Regulation S-K, Regulation S-T, Regulation 12B,
Regulation C, Form S-1, Form S-3, Form S-4, Form S-11, Form F-1, Form F-3, Form F4, Form SF-3, Form 10, Form 20-F, Form 40-F, Form 8-K, Form 10-K, and Form 10-Q.
These regulations, forms and schedules set forth the disclosure requirements for periodic
reports, registration statements, and proxy and information statements filed by companies
to help investors make informed investment and voting decisions.17 Less frequent
collection would deprive investors of access to information that is important to their
voting and investment decisions.
7.

SPECIAL CIRCUMSTANCES
There are no special circumstances in connection with these amendments.

8.

CONSULTATIONS WITH PERSONS OUTSIDE THE AGENCY

The Commission issued a proposing release soliciting comment on the new
“collection of information” requirements and the associated paperwork burdens.18
Comments on Commission releases are generally received from registrants, investors,
and other market participants. The Commission did not receive any comments that directly
13

See id.

14

See id.

15

See id.

16

See id.

17

The Commission’s Division of Investment Management will separately submit, pursuant to the
Paperwork Reduction Act of 1995, supporting statements and related attachments for Form S-6, Form
N-1A, Form N-2, Form N-3, Form N-4, Form N-5, Form N-6, Form N-14, and Form NCSR.

18

See FAST Act Modernization and Simplification of Regulation S-K, Release No. 33-10425 (Oct. 11,
2017) [82 FR 50988 (Nov. 2, 2017)] (“FAST Act Proposing Release” or “Proposing Release”).

4

addressed the PRA analysis of the proposed amendments. In addition, the Commission and
staff participate in ongoing dialogue with representatives of various market participants
through public conferences, roundtables and meetings. All comments received on the
proposal are available at https://www.sec.gov/comments/s7-08-17/s70817.htm. The
Commission considered all comments received prior to publishing the final rules, as
required by 5 CFR 1320.11(f).

9.

PAYMENT OR GIFT TO RESPONDENTS
No payment or gift has been provided to any respondents

10.

CONFIDENTIALITY
All documents submitted to the Commission are available to the public.

11.

SENSITIVE QUESTIONS

No information of a sensitive nature will be required under the following
collections of information in connection with these rulemaking amendments: Form S-1,
Form S-3, Form S-4, Form S-11, Form 10, Form SF-3, Form 20-F, Form 40-F, Form F-1,
Form F-3, Form F-4, Form 10-Q, Form 8-K, and Form 10-K. These information
collections collect basic Personally Identifiable Information (PII) that may include a
name and job title. However, the agency has determined that these information
collections do not constitute a system of record for purposes of the Privacy Act.
Information is not retrieved by a personal identifier. In accordance with Section 208 of
the E-Government Act of 2002, the agency has conducted a Privacy Impact Assessment
(PIA) of the EDGAR system, in connection with this collection of information. The
EDGAR PIA, published on January 29, 2016, is provided as a supplemental document
and is also available at https://www.sec.gov/privacy.
12. and 13.

ESTIMATES OF HOUR AND COST BURDENS

The Commission anticipates that the amendments will reduce the burden
associated with compliance with the federal securities disclosure regime by streamlining
disclosure requirements, simplifying disclosure or the disclosure process, and improving
navigability through the better use of technology. We estimated the average number of
hours a company would spend completing the forms and the average hourly rate for
outside professionals. In deriving our estimates, we recognize that the burdens will likely
vary among individual companies based on a number of factors, including the nature of
their business. We believe that some companies will experience hour and cost burdens in
excess of our estimated averages in the first year of compliance with the amendments and
some companies may experience burdens less than our estimated averages. Our
estimates have been adjusted to reflect the fact that some of the amendments will be

5

required in some but not all of the above listed documents, and will not apply to all
companies.19
Amendments Expected to Decrease Burdens. With respect to reporting companies
(other than registered management investment companies), the amendments to Item 102
are expected to reduce the burden associated with Form S-1, Form S-4, Form 10, and
Form 10-K by .5 hours; amendments to Item 303 are expected to reduce the burden
associated with Form S-1, Form S-4, Form S-11, Form F-1, Form F-4, Form 10, Form
10-K, Form 10-Q and Form 20-F by four hours; amendments to Item 401, Item 405 and
Item 407 are expected to reduce the burden associated with Form S-1, Form S-4, Form S11, Form 8-K, Form 10, Form 10-K, and Form 10-Q by .5 hours; amendments to Item
601(a)(5), Item 601(a)(6) and Item 601(b)(10)(iv) (and parallel amendments to Form 20F and Item 1.01 of Form 8-K) are expected to reduce the internal burden for Form 10-Q,
Form 10-K, Form 8-K, Form S-1, Form 20-F by ten hours per confidential request; and
the amendments to Item 601(b)(10)(i) are expected to reduce the burden associated with
Form 10, Form 10-K, Form S-1, Form S-4, Form F-1, Form F-3, Form F-4, and Form S11 by .5 hours.
Amendments Expected to Increase Burdens. The amendments to certain
provisions of Item 501(b) are expected to increase the burden associated with Form S-1,
Form S-3, Form S-4, Form S-11, Form F-1, Form F-3, Form F-4, and Form SF-3 by .25
hours; amendments to Item 601(b)(4)(vi) are expected to increase the burden associated
with Form 10-K and Form 20-F by .5 hours; and amendments to Rule 406 of Regulation
S-T and Item 601(b)(104) and Form 10-K, Form 10-Q, Form 8-K, Form 20-F and Form
40-F are expected to increase the burden associated with those forms by one hour.
Amendments Not Expected to Meaningfully Affect Burdens. The Commission
believes the amendments to Item 501(b)(1), Item 501(b)(3), and Item 501(b)(10), Item
503(c), Item 508, and Item 512 will not meaningfully affect the paperwork burden
associated with the affected forms because these amendments modernize and clarify
certain requirements and do not substantively change the required disclosure. Therefore,
no adjustments due to these amendments were made to the paperwork burden of the
affected forms. Similarly, no adjustments were made in respect of the amendments to
Rule 411 and Rule 12b-23, which consolidate certain existing requirements relating to
incorporation of information by reference.

19

The amendments to Item 501(b)(1), Item 501(b)(3), Item 501(b)(10), Item 503(c), Item 508 and Item
512; Rule 411, Rule 12b-23, Rule 0-4 and Rule 0-6; and Form 8-A, Form 10-D, Form F-7, Form F-8,
Form F-10, and Form F-80 are not expected to meaningfully affect the burdens for companies. The
amendments are also not expected to meaningfully affect the net burden associated with Form SF-1.
While the amendments to Item 501(b) and 601(b)(21) are expected to increase the burden hours for
Form SF-1 by .5 hours, the amendments to Item 601(b)(10)(i) are expected to reduce the burden by a
corresponding amount.

6

Tables 1 and 2 below show the estimated total annual paperwork compliance
burden, in hours and in costs, of all of the amendments.20 The burden estimates were
calculated by multiplying the estimated number of responses by the estimated average
amount of time it would take a registrant to prepare and review disclosure required under
the amendments. The portion of the burden carried by outside professionals is reflected
as a cost, while the portion of the burden carried by the registrant internally is reflected in
hours.
For the Exchange Act reports on Form 10-K, 10-Q, and Form 8-K, we estimate
that 75% of the burden of preparation is carried by the company internally and that 25%
of the burden of preparation is carried by outside professionals retained by the company
at an average cost of $400 per hour.21 For registration statements (and annual reports, as
applicable) on Form 10, Form S-1, Form S-3, Form S-4, Form S-11, Form SF-3, Form F1, Form F-3, Form F-4, Form 20-F, and Form 40-F, we estimate that 25% of the burden
of preparation is carried by the company internally and that 75% of the burden of
preparation is carried by outside professionals retained by the company at an average cost
of $400 per hour.
The burdens associated with submitting confidential treatment requests in
connection with Form 10-K, Form 10-Q, Form 8-K, Form S-1, Form S-3, Form S-4,
Form S-11, Form SF-3, Form F-1, Form F-3, Form F-4, Form 10, Form 20-F, and Form
40-F have been estimated by assuming that the average request requires approximately
ten hours of preparation and that 20% of the burden is borne by the company and 80% of
the burden is borne by outside counsel at $400 per hour.
Table 1.

Incremental Paperwork Burden under the Amendments for Exchange
Act Forms.
Current
Annual
Responses

Number of
Affected
Responses

Current
Burden
Hours

Change in
Burden
Hours

Change in
Company
Hours

Change in
Professional
Hours

Change in
Professional
Costs

10-K

8,137

8,137

14,220,652

(31,040)

(21,872)

(9,168)

($3,667,150)

10-Q

22,907

22,907

3,253,411

(61,777)

(43,853)

(17,924)

($7,169,600)

8-K

118,387

118,387

685,255

176,170

132,903

43,267

$17,306,800

20

For convenience, the estimated hour and cost burdens in the tables have been rounded to the nearest
whole number.

21

We recognize that the costs of retaining outside professionals may vary depending on the nature of the
professional services, but for purposes of this PRA analysis we estimate that such costs would be an
average of $400 per hour. This estimate is based on consultations with several registrants, law firms
and other persons who regularly assist registrants in preparing and filing reports with the Commission.

7

Table 2.

Incremental Paperwork Burden under the Amendments for
Registration Statements.
Current
Annual
Reponses

Number of
Affected
Responses

Current
Burden
Hours

Change in
Burden
Hours

Change in
Company
Hours

Change in
Professional
Hours

Change in
Professional
Costs

S-1

901

901

148,556

(5,670)

(1,348)

(4,322)

($1,728,725)

S-3

1,657

1,657

193,730

(414)

(104)

(310)

($124,000)

S-4

551

551

563,216

(3,033)

(751)

(2,282)

($912,625)

S-11

64

64

12,290

(304)

(76)

(228)

($91,200)

SF-3

71

71

24,548

18

4

13

$5,325

F-1

63

63

26,815

(548)

(123)

(425)

($169,925)

F-3

112

112

4,448

(28)

(7)

(21)

($8,400)

F-4

39

39

14,076

(107)

(27)

(80)

($32,175)

10

216

216

12,072

(880)

(217)

(664)

($265,400)

20-F

725

725

479,784

(1,991)

(480)

(1,511)

($604,575)

40-F

132

132

14,187

198

50

148

$59,200

14.

COSTS TO FEDERAL GOVERNMENT

The annual cost of reviewing and processing disclosure documents, including
registration statements, post-effective amendments, proxy statements, annual reports and
other filings of operating companies amounted to $102 million in fiscal year 2018, based
on the Commission’s computation of the value of staff time devoted to this activity and
related overhead.
15.

REASON FOR CHANGE IN BURDEN

In the FAST Adopting Release, the Commission revised its estimates for the total
annual compliance burden resulting from the amendments, which were initially included
in the FAST Act Proposing Release. The change in the estimates for the final rules was
primarily due to the following:


After consideration of public comments received, the Commission did
not adopt the proposed amendment to Item 601(b)(21)(i) that would
have required registrants to include in their exhibits the registrant’s
and its’ subsidiaries’ legal entity identifier (“LEI”), to the extent a LEI
had been obtained. Consequently, the expected burden associated with
Forms 10-K, S-1, S-11, S-4, SF-1, SF-3, F-1, F-4, 20-F, and 10,

8

estimated as a .25 hour increase per form, was subtracted from the
calculation of total burden;


The final rules included amendments to Forms 10-K, 10-Q, 8-K, 20-F,
and 40-F that require registrants, as applicable, to disclose on the cover
page of the filing the title of each class of Section 12(b) securities, the
trading symbol corresponding to such securities, and the name of the
exchange on which the securities are registered. In the FAST
Adopting Release, the Commission estimated an additional burden
increase of .5 hours per response associated with these amendments
that was not factored into the burden estimates in the Proposing
Release; and



The Commission modified the estimated number of filings that would
be affected by the amendments to Item 601(b)(10), Item 1.01 of Form
8-K, and the exhibit requirements of Form 20-F that will allow
registrants to omit certain immaterial confidential information without
the need to make a confidential treatment request. The estimated 10hour decrease in burden per response was unchanged from that
provided with the Proposing Release, but the number of annual
responses affected was modified to reflect updated data on confidential
treatment requests for the Commission’s most recently completed
fiscal year.

The summaries of burden changes to each affected form that are attached to this
supporting statement provide both the initial and revised burdens for the sake of
comparison.
In addition, we have modified the overall burden estimates for each form to
reflect the most current collections of information data from OMB.

9

Table 3.
Current and Revised Burdens under the Amendments for Securities
Act and Exchange Act Forms
Current Burden

Revised Burden

Program Change

Burden Hours
(A)

Cost
(B)

Burden Hours
(C)

Costs
(D)

Burden Hours
(E)

Costs
(F)

10-K

14,220,652

$1,898,891,869

14,198,780

$1,895,224,719

(21,872)

($3,667,150)

10-Q

3,253,411

$432,290,354

3,209,558

$425,120,754

(43,853)

($7,169,600)

8-K

685,255

$91,367,630

818,158

$108,674,430

132,903

$17,306,800

S-1

148,556

$182,048,700

147,208

$180,319,975

(1,348)

($1,728,725)

S-3

193,730

$236,322,036

193,626

$236,198,036

(104)

($124,000)

S-4

563,216

$678,291,204

562,465

$677,378,579

(751)

($912,625)

S-11

12,290

$15,016,968

12,214

$14,925,768

(76)

($91,200)

SF-3

24,548

$29,457,900

24,552

$29,463,225

4

$5,325

F-1

26,815

$32,445,300

26,692

$32,275,375

(123)

($169,925)

F-3

4,448

$5,712,000

4,441

$5,703,600

(7)

($8,400)

F-4

14,076

$17,106,000

14,049

$17,073,825

(27)

($32,175)

10

12,072

$14,356,888

11,855

$14,091,488

(217)

($265,400)

20-F

479,784

$577,479,600

479,304

$576,875,025

(480)

($604,575)

40-F

14,187

$17,025,360

14,237

$17,084,560

50

$59,200

16.

INFORMATION COLLECTIONS PLANNED FOR STATISTICAL
PURPOSES
The information collections do not employ statistical methods.

17.

APPROVAL TO OMIT OMB EXPIRATION DATE

We request authorization to omit the expiration date on the electronic version of
the form. Including the expiration date on the electronic version of the form will result in
increased costs because the need to make changes to the form may not follow the
application’s scheduled version release dates. The OMB control number will be
displayed.

10

18.

EXCEPTIONS TO CERTIFICATION FOR PAPERWORK REDUCTION
ACT SUBMISSIONS

There are no exceptions to certification for the Paperwork Reduction Act
submissions.
B.

STATISTICAL METHODS
The information collections do not employ statistical methods.

11

FORM 10-K SHORT STATEMENT
The amendments in Release No. 33-10618 modernize and simplify certain
disclosure requirements in Regulation S-K, while continuing to provide all material
information to investors. The amendments are also intended to improve the readability
and navigability of disclosure documents and discourage repetition and disclosure of
immaterial information. We anticipate that the amendments will, in the aggregate, reduce
the burdens and costs to registrants associated with compliance with the federal securities
disclosure regime. These estimated burden and cost reductions are expected to result
primarily from amendments to the Commission’s disclosure requirements that allow
registrants, in some circumstances, to eliminate the earliest year of the MD&A
discussion; permit registrants, in certain circumstances, to omit, without a confidential
treatment request, schedules and attachments that are not material and confidential
information in material contracts exhibits that is both (i) not material and (ii) would likely
cause competitive harm to the registrant if publicly disclosed; and simplify and
modernize executive officer, Section 16(a) compliance and corporate governance
disclosure requirements. For purposes of the PRA, we estimate that the amendments to
Form 10-K will result in a net decrease of 21,872 burden hours and a net decrease in the
cost burden of $3,667,150 for the services of outside professionals.

12

FORM 10-Q SHORT STATEMENT
The amendments in Release No. 33-10618 modernize and simplify certain
disclosure requirements in Regulation S-K, while continuing to provide all material
information to investors. The amendments are also intended to improve the readability
and navigability of disclosure documents and discourage repetition and disclosure of
immaterial information. We anticipate that the amendments will, in the aggregate, reduce
the burdens and costs to registrants associated with compliance with the federal securities
disclosure regime. These estimated burden and cost reductions are expected to result
primarily from amendments to the Commission’s disclosure requirements that allow
registrants, in some circumstances, to eliminate the earliest year of the MD&A
discussion; permit registrants, in certain circumstances, to omit, without a confidential
treatment request, schedules and attachments that are not material and confidential
information in material contracts exhibits that is both (i) not material and (ii) would likely
cause competitive harm to the registrant if publicly disclosed; and simplify and
modernize executive officer, Section 16(a) compliance and corporate governance
disclosure requirements. For purposes of the PRA, we estimate that the amendments to
Form 10-Q will result in a net decrease of 43,853 burden hours and a net decrease in the
cost burden of $7,169,600 for the services of outside professionals.

13

FORM 8-K SHORT STATEMENT
The amendments in Release No. 33-10618 modernize and simplify certain
disclosure requirements in Regulation S-K, while continuing to provide all material
information to investors. The amendments are also intended to improve the readability
and navigability of disclosure documents and discourage repetition and disclosure of
immaterial information. We anticipate that the amendments will, in the aggregate, reduce
the burdens and costs to registrants associated with compliance with the federal securities
disclosure regime. These estimated burden and cost reductions are expected to result
primarily from amendments to the Commission’s disclosure requirements that allow
registrants, in some circumstances, to eliminate the earliest year of the MD&A
discussion; permit registrants, in certain circumstances, to omit, without a confidential
treatment request, schedules and attachments that are not material and confidential
information in material contracts exhibits that is both (i) not material and (ii) would likely
cause competitive harm to the registrant if publicly disclosed; and simplify and
modernize executive officer, Section 16(a) compliance and corporate governance
disclosure requirements. For purposes of the PRA, we estimate that the amendments to
Form 8-K will result in a net increase of 132,903 burden hours and a net increase in the
cost burden of $17,306,800 for the services of outside professionals.

14

FORM S-1 SHORT STATEMENT
The amendments in Release No. 33-10618 modernize and simplify certain
disclosure requirements in Regulation S-K, while continuing to provide all material
information to investors. The amendments are also intended to improve the readability
and navigability of disclosure documents and discourage repetition and disclosure of
immaterial information. We anticipate that the amendments will, in the aggregate, reduce
the burdens and costs to registrants associated with compliance with the federal securities
disclosure regime. These estimated burden and cost reductions are expected to result
primarily from amendments to the Commission’s disclosure requirements that allow
registrants, in some circumstances, to eliminate the earliest year of the MD&A
discussion; permit registrants, in certain circumstances, to omit, without a confidential
treatment request, schedules and attachments that are not material and confidential
information in material contracts exhibits that is both (i) not material and (ii) would likely
cause competitive harm to the registrant if publicly disclosed; and simplify and
modernize executive officer, Section 16(a) compliance and corporate governance
disclosure requirements. For purposes of the PRA, we estimate that the amendments to
Form S-1 will result in a net decrease of 1,348 burden hours and a net decrease in the cost
burden of $1,728,725 for the services of outside professionals.

15

FORM S-3 SHORT STATEMENT
The amendments in Release No. 33-10618 modernize and simplify certain
disclosure requirements in Regulation S-K, while continuing to provide all material
information to investors. The amendments are also intended to improve the readability
and navigability of disclosure documents and discourage repetition and disclosure of
immaterial information. We anticipate that the amendments will, in the aggregate, reduce
the burdens and costs to registrants associated with compliance with the federal securities
disclosure regime. These estimated burden and cost reductions are expected to result
primarily from amendments to the Commission’s disclosure requirements that allow
registrants, in some circumstances, to eliminate the earliest year of the MD&A
discussion; permit registrants, in certain circumstances, to omit, without a confidential
treatment request, schedules and attachments that are not material and confidential
information in material contracts exhibits that is both (i) not material and (ii) would likely
cause competitive harm to the registrant if publicly disclosed; and simplify and
modernize executive officer, Section 16(a) compliance and corporate governance
disclosure requirements. For purposes of the PRA, we estimate that the amendments to
Form S-3 will result in a net decrease of 104 burden hours and a net decrease in the cost
burden of $124,000 for the services of outside professionals.

16

FORM S-4 SHORT STATEMENT
The amendments in Release No. 33-10618 modernize and simplify certain
disclosure requirements in Regulation S-K, while continuing to provide all material
information to investors. The amendments are also intended to improve the readability
and navigability of disclosure documents and discourage repetition and disclosure of
immaterial information. We anticipate that the amendments will, in the aggregate, reduce
the burdens and costs to registrants associated with compliance with the federal securities
disclosure regime. These estimated burden and cost reductions are expected to result
primarily from amendments to the Commission’s disclosure requirements that allow
registrants, in some circumstances, to eliminate the earliest year of the MD&A
discussion; permit registrants, in certain circumstances, to omit, without a confidential
treatment request, schedules and attachments that are not material and confidential
information in material contracts exhibits that is both (i) not material and (ii) would likely
cause competitive harm to the registrant if publicly disclosed; and simplify and
modernize executive officer, Section 16(a) compliance and corporate governance
disclosure requirements. For purposes of the PRA, we estimate that the amendments to
Form S-4 will result in a net decrease of 751 burden hours and a net decrease in the cost
burden of $912,625 for the services of outside professionals.

17

FORM S-11 SHORT STATEMENT
The amendments in Release No. 33-10618 modernize and simplify certain
disclosure requirements in Regulation S-K, while continuing to provide all material
information to investors. The amendments are also intended to improve the readability
and navigability of disclosure documents and discourage repetition and disclosure of
immaterial information. We anticipate that the amendments will, in the aggregate, reduce
the burdens and costs to registrants associated with compliance with the federal securities
disclosure regime. These estimated burden and cost reductions are expected to result
primarily from amendments to the Commission’s disclosure requirements that allow
registrants, in some circumstances, to eliminate the earliest year of the MD&A
discussion; permit registrants, in certain circumstances, to omit, without a confidential
treatment request, schedules and attachments that are not material and confidential
information in material contracts exhibits that is both (i) not material and (ii) would likely
cause competitive harm to the registrant if publicly disclosed; and simplify and
modernize executive officer, Section 16(a) compliance and corporate governance
disclosure requirements. For purposes of the PRA, we estimate that the amendments to
Form S-11 will result in a net decrease of 76 burden hours and a net decrease in the cost
burden of $91,200 for the services of outside professionals.

18

FORM SF-3 SHORT STATEMENT
The amendments in Release No. 33-10618 modernize and simplify certain
disclosure requirements in Regulation S-K, while continuing to provide all material
information to investors. The amendments are also intended to improve the readability
and navigability of disclosure documents and discourage repetition and disclosure of
immaterial information. We anticipate that the amendments will, in the aggregate, reduce
the burdens and costs to registrants associated with compliance with the federal securities
disclosure regime. These estimated burden and cost reductions are expected to result
primarily from amendments to the Commission’s disclosure requirements that allow
registrants, in some circumstances, to eliminate the earliest year of the MD&A
discussion; permit registrants, in certain circumstances, to omit, without a confidential
treatment request, schedules and attachments that are not material and confidential
information in material contracts exhibits that is both (i) not material and (ii) would likely
cause competitive harm to the registrant if publicly disclosed; and simplify and
modernize executive officer, Section 16(a) compliance and corporate governance
disclosure requirements. For purposes of the PRA, we estimate that the amendments to
Form SF-3 will result in a net increase of 4 burden hours and a net increase in the cost
burden of $5,325 for the services of outside professionals.

19

FORM F-1 SHORT STATEMENT
The amendments in Release No. 33-10618 modernize and simplify certain
disclosure requirements in Regulation S-K, while continuing to provide all material
information to investors. The amendments are also intended to improve the readability
and navigability of disclosure documents and discourage repetition and disclosure of
immaterial information. We anticipate that the amendments will, in the aggregate, reduce
the burdens and costs to registrants associated with compliance with the federal securities
disclosure regime. These estimated burden and cost reductions are expected to result
primarily from amendments to the Commission’s disclosure requirements that allow
registrants, in some circumstances, to eliminate the earliest year of the MD&A
discussion; permit registrants, in certain circumstances, to omit, without a confidential
treatment request, schedules and attachments that are not material and confidential
information in material contracts exhibits that is both (i) not material and (ii) would likely
cause competitive harm to the registrant if publicly disclosed; and simplify and
modernize executive officer, Section 16(a) compliance and corporate governance
disclosure requirements. For purposes of the PRA, we estimate that the amendments to
Form F-1 will result in a net decrease of 123 burden hours and a net decrease in the cost
burden of $169,925 for the services of outside professionals.

20

FORM F-3 SHORT STATEMENT
The amendments in Release No. 33-10618 modernize and simplify certain
disclosure requirements in Regulation S-K, while continuing to provide all material
information to investors. The amendments are also intended to improve the readability
and navigability of disclosure documents and discourage repetition and disclosure of
immaterial information. We anticipate that the amendments will, in the aggregate, reduce
the burdens and costs to registrants associated with compliance with the federal securities
disclosure regime. These estimated burden and cost reductions are expected to result
primarily from amendments to the Commission’s disclosure requirements that allow
registrants, in some circumstances, to eliminate the earliest year of the MD&A
discussion; permit registrants, in certain circumstances, to omit, without a confidential
treatment request, schedules and attachments that are not material and confidential
information in material contracts exhibits that is both (i) not material and (ii) would likely
cause competitive harm to the registrant if publicly disclosed; and simplify and
modernize executive officer, Section 16(a) compliance and corporate governance
disclosure requirements. For purposes of the PRA, we estimate that the amendments to
Form F-3 will result in a net decrease of 7 burden hours and a net decrease in the cost
burden of $8,400 for the services of outside professionals.

21

FORM F-4 SHORT STATEMENT
The amendments in Release No. 33-10618 modernize and simplify certain
disclosure requirements in Regulation S-K, while continuing to provide all material
information to investors. The amendments are also intended to improve the readability
and navigability of disclosure documents and discourage repetition and disclosure of
immaterial information. We anticipate that the amendments will, in the aggregate, reduce
the burdens and costs to registrants associated with compliance with the federal securities
disclosure regime. These estimated burden and cost reductions are expected to result
primarily from amendments to the Commission’s disclosure requirements that allow
registrants, in some circumstances, to eliminate the earliest year of the MD&A
discussion; permit registrants, in certain circumstances, to omit, without a confidential
treatment request, schedules and attachments that are not material and confidential
information in material contracts exhibits that is both (i) not material and (ii) would likely
cause competitive harm to the registrant if publicly disclosed; and simplify and
modernize executive officer, Section 16(a) compliance and corporate governance
disclosure requirements. For purposes of the PRA, we estimate that the amendments to
Form F-4 will result in a net decrease of 27 burden hours and a net decrease in the cost
burden of $32,175 for the services of outside professionals.

22

FORM 10 SHORT STATEMENT
The amendments in Release No. 33-10618 modernize and simplify certain
disclosure requirements in Regulation S-K, while continuing to provide all material
information to investors. The amendments are also intended to improve the readability
and navigability of disclosure documents and discourage repetition and disclosure of
immaterial information. We anticipate that the amendments will, in the aggregate, reduce
the burdens and costs to registrants associated with compliance with the federal securities
disclosure regime. These estimated burden and cost reductions are expected to result
primarily from amendments to the Commission’s disclosure requirements that allow
registrants, in some circumstances, to eliminate the earliest year of the MD&A
discussion; permit registrants, in certain circumstances, to omit, without a confidential
treatment request, schedules and attachments that are not material and confidential
information in material contracts exhibits that is both (i) not material and (ii) would likely
cause competitive harm to the registrant if publicly disclosed; and simplify and
modernize executive officer, Section 16(a) compliance and corporate governance
disclosure requirements. For purposes of the PRA, we estimate that the amendments to
Form 10 will result in a net decrease of 217 burden hours and a net decrease in the cost
burden of $265,400 for the services of outside professionals.

23

FORM 20-F SHORT STATEMENT
The amendments in Release No. 33-10618 modernize and simplify certain
disclosure requirements in Regulation S-K, while continuing to provide all material
information to investors. The amendments are also intended to improve the readability
and navigability of disclosure documents and discourage repetition and disclosure of
immaterial information. We anticipate that the amendments will, in the aggregate, reduce
the burdens and costs to registrants associated with compliance with the federal securities
disclosure regime. These estimated burden and cost reductions are expected to result
primarily from amendments to the Commission’s disclosure requirements that allow
registrants, in some circumstances, to eliminate the earliest year of the MD&A
discussion; permit registrants, in certain circumstances, to omit, without a confidential
treatment request, schedules and attachments that are not material and confidential
information in material contracts exhibits that is both (i) not material and (ii) would likely
cause competitive harm to the registrant if publicly disclosed; and simplify and
modernize executive officer, Section 16(a) compliance and corporate governance
disclosure requirements. For purposes of the PRA, we estimate that the amendments to
Form 20-F will result in a net decrease of 480 burden hours and a net decrease in the cost
burden of $604,575 for the services of outside professionals.

24

FORM 40-F SHORT STATEMENT
The amendments in Release No. 33-10618 modernize and simplify certain
disclosure requirements in Regulation S-K, while continuing to provide all material
information to investors. The amendments are also intended to improve the readability
and navigability of disclosure documents and discourage repetition and disclosure of
immaterial information. We anticipate that the amendments will, in the aggregate, reduce
the burdens and costs to registrants associated with compliance with the federal securities
disclosure regime. These estimated burden and cost reductions are expected to result
primarily from amendments to the Commission’s disclosure requirements that allow
registrants, in some circumstances, to eliminate the earliest year of the MD&A
discussion; permit registrants, in certain circumstances, to omit, without a confidential
treatment request, schedules and attachments that are not material and confidential
information in material contracts exhibits that is both (i) not material and (ii) would likely
cause competitive harm to the registrant if publicly disclosed; and simplify and
modernize executive officer, Section 16(a) compliance and corporate governance
disclosure requirements. For purposes of the PRA, we estimate that the amendments to
Form 40-F will result in a net increase of 50 burden hours and a net increase in the cost
burden of $59,200 for the services of outside professionals.

25