PRA Suppoprting Statement Reg S-T 10-06-2011[1]

SUPPORTING STATEMENT
for the Paperwork Reduction Act Information Collection Submission
“Regulation S-T”
A.

Justification
1.

Necessity of Information Collection

Regulation S-T1 provides the general requirements and procedures for the Commission’s
Electronic Data Gathering, Analysis and Retrieval (“EDGAR”) system, which is used to
electronically submit reports, schedules, forms and other filings to the Commission. It further
mandates that domestic registrants, foreign private issuers, and foreign governments generally
file documents electronically with the Commission. This includes registration statements under
the Securities Act of 19332 and registration statements, reports, and other documents under the
Securities Exchange Act of 1934 (“Exchange Act”).3
Examples of the coverage of Regulation S-T include identification of filings that must be
filed electronically, rules providing exemptions from electronic filing for specified types of
hardships, and rules discussing treatment of graphic and image material.
Regulation S-T is designed as a supplement to the current paper rules, rather than as a
replacement. Accordingly, a registrant that wants to amend a Securities Act of 1933 registration
statement, for example, looks to the Rule 470 series of Regulation C. In addition, existing rules
where appropriate have been modified to contain an “electronic filing” paragraph.
Electronic filers that obtain an exemption under Rule 202 of Regulation S-T must file the
required information in paper in accordance with existing provisions of the Commission’s
regulations and forms.
The Dodd-Frank Wall Street Reform and Consumer Protection Act4 (“Dodd-Frank Act”)
was enacted on July 21, 2010. Title IX, Subtitle C of the Dodd-Frank, “Improvements to the
Regulation of Credit Rating Agencies,” among other things, established new self-executing
requirements applicable to nationally recognized statistical rating organizations (“NRSROs”),
required certain studies, and required that the Commission adopt rules applicable to NRSROs,
providers of due diligence services, and issuers and underwriters of asset-backed securities in a
number of areas. The Commission proposed rules and rule amendments to implement certain of
these provisions, including proposed amendments to Regulation S-T.5
The Commission is proposing that certain Form NRSRO submissions and all Exchange
Act Rule 17g-3 annual report submissions be submitted to the Commission using the EDGAR
system. In order to implement this requirement, the Commission is proposing amendments to
Rule 101 of Regulation S-T to require the electronic submission using the EDGAR system of
1

17 CFR 232.10 et seq.

2

15 U.S.C. 77a et seq.

3

15 U.S.C. 78a et seq.

4

Pub. L. No. 111-203, 124 Stat. 1376, H.R. 4173.
Exchange Act Release No. 64514 (May 18, 2011), 76 FR 33420 (June 8, 2011).

5

2
Form NRSRO pursuant to paragraphs (e), (f), and (g) of Exchange Act Rule 17g-1 and the annual
reports pursuant to Rule 17g-3. The Commission also is proposing to amend Rule 201 of
Regulation S-T, which governs temporary hardship exemptions from electronic filing, to make
this exemption unavailable for NRSRO submissions.
The Commission is proposing new Rule 15Ga-2, which would require an issuer or
underwriter of any Exchange Act-ABS that is to be rated by an NRSRO to furnish a Form ABS15G on the EDGAR system containing the findings and conclusions of any third-party “due
diligence report” obtained by the issuer or underwriter.
OMB requires the Commission to assign a burden of one hour to Regulation S-T and to
indicate that the Regulation has one respondent so that the automated OMB system will be able
to handle approval of the Regulation. OMB has already approved a burden of one hour for one
respondent to the Regulation.
2.

Purpose and Use of the Information Collection

The principal function of the Commission’s forms and rules under the disclosure
provisions of the federal securities laws is to make information available to the securities
markets. The information required to be filed with the Commission permits verification of
compliance with securities law requirements and assures the public availability and
dissemination of such information. Private contractors reproduce much of the filed information,
and provide it to private parties; many other persons, such as broker-dealers, investment banking
firms, and professional securities analysts also obtain information directly from the Commission
to evaluate securities and make investment and voting decisions with respect to such securities.
One of the primary advantages of EDGAR is the ability to obtain financial and statistical
information in filings. In order for EDGAR to recognize and extract such information, the
information must be tagged in a specific manner.
3.

Consideration Given to Information Technology

The purpose of Regulation S-T is to implement the Commission’s EDGAR system. The
EDGAR system enables the Commission to receive, store, process, and disseminate electronic
format information more efficiently.
4.

Duplication

The Commission is involved in an on-going program designed to integrate the disclosure
requirements of the Securities Act of 1933 with the disclosure requirements of the Exchange Act.
In so doing, the Commission examines new regulations or amendments to determine if
duplication can be avoided by the integrated disclosure system.
5.

Effect on Small Entities

Small entities are not require to file electronically if they satisfy the requirements of a
temporary or continuing hardship exemption which are outlined in Regulation S-T. The EDGAR

3
system has been designed to accommodate small entities to the greatest degree possible while
still carrying out the Commission’s mandate to develop a system for the electronic dissemination
of information to the public.
6.

Consequences of Not Conducting Collection

Regulation S-T does not directly impose any information collection requirements.
Regulation S-T provides the general requirements and procedures for the Commission’s EDGAR
system, which is used to electronically submit reports, schedules, forms and other filings to the
Commission. Because Regulation S-T governs the procedure for filing of forms, reports,
schedules, and other documents, but not the substance of the information contained in those
forms, reports, schedules, and other documents, it is more feasible and appropriate to report the
burden hours associated with each form, report, schedule, or other document. A separate burden
estimate is made for each form, report, schedule, and other document that is filed through
EDGAR.
7.

Inconsistencies with Guidelines in 5 CFR 1320.8(d)

There are no special circumstances. This collection is consistent with the guidelines in 5
CFR 1320.8(d).
8.

Consultations Outside the Agency

The Commission has issued the above-referenced release soliciting comment on the new
“collection of information” requirements and associated paperwork burdens. A copy of the
release is attached. Comments on Commission releases are generally received from registrants,
investors, and other market participants. In addition, the Commission and staff participate in
ongoing dialogue with representatives of various market participants through public conferences,
meetings, and informal exchanges. Any comments received on this proposed rulemaking will be
posted on the Commission’s public website, and made available through
http://www.sec.gov/rules/proposed.shtml. The Commission will consider all comments received
prior to publishing the final rule, and will explain in any adopting release how the final rule
responds to such comments, in accordance with 5 C.F.R. 1320.11(f).
9.

Payment or Gift

No payment or gift was provided to respondents.
10.

Confidentiality

No assurances of confidentiality were provided to respondents.

11.

Sensitive Questions

No questions of a sensitive nature are asked.

4

12.

Burden of Information Collection

Because Regulation S-T governs the procedure for filing of forms, reports, schedules, and
other documents, but not the substance of the information contained in those forms, reports,
schedules, and other documents, it is more feasible and appropriate to report the burden hours
associated with each form, report, schedule, or other document. A separate burden estimate is
made for each form, report, schedule, and other document that is filed through EDGAR.
Accordingly, a reporting burden estimate for Regulation S-T of one hour is being submitted for
administrative convenience.
13.

Costs to Respondents

Not applicable. A separate cost estimate is made for each form, report, schedule, and
other document that is filed through EDGAR.
14.

Costs to Federal Government

Regulation S-T is self-executing so the associated staff time is limited to interpretation
and review. It is estimated that the cost associated with the staff’s limited interpretation and
review is less than $100,000.
15.

Changes in Burden

The proposed amendments do not impact the burden. As explained above, a separate
burden estimate is made for each form, report, schedule, and other document that is filed through
EDGAR. Accordingly, a reporting burden estimate for Regulation S-T of one hour is being
submitted for administrative convenience.
16.

Information Collection Planned for Statistical Purposes

The Commission does not anticipate any complex analytical techniques to be used in
connection with Regulation S-T.
17.

Display of OMB Approval Date

The Commission is not seeking approval to not display an expiration date for OMB
approval.
18.

Exceptions to Certification for Paperwork Reduction Act Submissions

No exceptions to certification are contained in the proposal.
B.

Collections of Information Employing Statistical Methods
This collection does not involve statistical methods.