Form 10-K.SS.6-9-2017

SUPPORTING STATEMENT
FOR THE PAPERWORK REDUCTION ACT INFORMATION COLLECTION
SUBMISSION FOR FORM 10-K
A.

JUSTIFICATION
1.

Circumstances Making the Collection of Information Necessary

Section 13(a) of the Securities Exchange Act of 1934 (“Exchange Act”) requires
every issuer with a class of securities registered pursuant to Section 12 of the Exchange
Act to file periodic and current reports with the Commission. Section 15(d) of the
Exchange Act requires each issuer that has filed a registration statement that has become
effective under the Securities Act of 1933 to file periodic reports and documents pursuant
to Section 13 of the Exchange Act.
Form 10-K is the form used by issuers to satisfy their annual reporting obligations
pursuant to Section 13 or 15(d) of the Exchange Act. Form 10-K requires financial and
certain other information about the issuer.
2.

Purpose and Use of the Information Collection

Form 10-K includes financial and other information that is intended to provide
investors with material information needed to make informed investment decisions and to
promote confidence in the trading markets.
3.

Consideration Given to Information Technology

Form 10-K is required to be filed electronically to the Commission on the
Electronic Data Gathering, Analysis, and Retrieval (EDGAR) System.
4.

Duplication of Information
No similar information is available from other sources.

5.

Reducing the Burden on Small Entities
Not applicable.

6.

Consequences of Not Conducting Collection

Investors and the securities markets would receive timely material information if
less frequent collections were conducted.
7.

Special Circumstances
Not applicable.

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8.

Consultations with Persons Outside the Agency

The Commission solicited public comment on Form 10-K. No comments were
received on this request during the 60-day comment period prior to OMB’s review of this
submission.
9.

Payment of Gift to Respondents
Not applicable.

10.

Confidentiality
Form 10-K information is available to the public at www.sec.gov.

11.

Sensitive Questions

No information of a sensitive nature, including social security numbers, will be
required under this collection of information. The information collection collects basic
Personally Identifiable Information (PII) that may include signature of the official signing
on behalf of the entity. However, the agency has determined that the information
collection does 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.

Estimate of Respondent Reporting Burden

For purposes of the Paperwork Reduction Act (“PRA”), we estimate that Form
10-K takes approximately 2003.7884 hours per response to comply with the collection of
information requirements and approximately 8,137 are filed with Commission annually.
We derived our burden hour estimates by estimating the average number of hours it
would take an issuer to compile the necessary information and data, prepare and review
disclosure, file documents and retain records. In connection with rule amendments to the
form, we occasionally receive PRA estimates from public commenters about incremental
burdens that are used in our burden estimates. We believe that the actual burdens will
likely vary among individual companies based on the size and complexity of their
organization and the nature of their operations. We further estimate that 75% of the
collection of information burden is carried by the issuer internally and that 25% of the
burden of preparation is carried by outside professionals retained by the company to
assist in the preparation of the form. Based on our estimates, we calculated the total
reporting burden to be 12,228,620 hours ((0.75 x 2003.7884 hours per response) x 8,137
responses). For administrative convenience, the presentation of the totals related to the

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paperwork burden hours have been rounded to the nearest whole number and the cost
totals have been rounded to the nearest dollar. The estimated burden hours are made
solely for the purpose of the Paperwork Reduction Act.
13.

Estimate of Total Annualized Cost Burden

We estimate that 25% of the 2003.7884 hours per response (500.9471 hours) is
prepared by outside parties. We estimate an hourly cost of $400 for outside legal and
accounting services used in connection with public company reporting. This estimate is
based on our consultations with registrants and professional firms who regularly assist
registrants in preparing and filing disclosure documents with the Commission. Our
estimates reflect average burdens, and, therefore, some companies may experience costs
in excess of our estimates and some companies may experience costs that are lower than
our estimates. Based on our estimates, we calculated the total annual cost to be
$1,631,470,000 (($400 per hour x 500.9471 hours per response) x 8,137 responses). For
administrative convenience, the presentation of the totals related to the paperwork burden
hours have been rounded to the nearest whole number and the cost totals have been
rounded to the nearest dollar. The estimated cost burden is made solely for the purposes
of the Paperwork Reduction Act.
14.

Costs to Federal Government

We estimate that the annual cost to federal government is $100,000 to review and
process Form 10-K.
15.

Reason for Change in Burden
There is no change in burden.

16.

Information Collection Planned for Statistical Purposes
Not applicable.

17.

Approval to Omit 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.
18.

Exceptions to Certification for Paperwork Reduction Act Submissions
Not applicable.

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B.

STATISTICAL METHODS
Not applicable.