OMB Supporting Statement Exhibit Hyperlinks Proposing Release.11-22-2017

SUPPORTING STATEMENT FOR PROPOSED RULES
UNDER THE SECURITIES ACT OF 1933 AND
THE SECURITIES EXCHANGE ACT OF 1934
This submission, pursuant to the Paperwork Reduction Act of 1995, 44 U.S.C. §3501, et
seq., consists of this supporting statement and the following attachments:
A. Statutory Authority
B. Proposing Release
A.

JUSTIFICATION

1.

CIRCUMSTANCES MAKING THE COLLECTION OF INFORMATION
NECESSARY

On August 24, 2016, the Securities and Exchange Commission (the “Commission”)
proposed rule and form amendments that would require registrants to include a hyperlink to the
exhibits in their filings. Item 601 of Regulation S-K specifies the exhibits that registrants must
file with registration statements filed under the Securities Act of 1933 (“Securities Act”) and
Securities Exchange Act of 1934 (“Exchange Act”) and with periodic and current reports under
the Exchange Act. Item 601 also requires registrants to include an exhibit index that lists each
exhibit included with the filing. Specifically, the proposed amendments would require
registrants that file registration statements and periodic and current reports that are subject to the
exhibit requirements under Item 601 of Regulation S-K, or that file on Forms F-10 or 20-F, to
include a hyperlink to each exhibit listed in the exhibit index of the filings. The amendments
would also require that registrants submit all of these filings in HyperText Markup Language
(HTML) format. A copy of Commission Release No. 33-10201, which contains the proposed
amendments, is attached.
2.

PURPOSE OF THE INFORMATION COLLECTION

The purpose of the proposed amendments is to assist investors and other users in
identifying and locating exhibits. Under the current system, someone seeking to retrieve and
access an exhibit that has been incorporated by reference must review the exhibit index to
determine the filing in which the exhibit is included, and then must search through the
registrant’s filings to locate the relevant filing to review for the particular exhibit. This process
can be both time consuming and cumbersome. The Commission believes that the changes
described above would substantially ease the difficulties in retrieving exhibits.
3.

CONSIDERATION GIVEN TO INFORMATION TECHNOLOGY

The collection of information requirements of the proposed amendments are set forth in
amended 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 proposed amendments do not duplicate, overlap, or conflict with other federal rules.

5.

REDUCING THE BURDEN ON SMALL ENTITIES

The proposed amendments would affect all registrants that file the affected registration
statements and periodic and current reports. However, the software tools to prepare and file
documents in HTML and create hyperlinks are widely used and available at minimal cost.
Accordingly, the Commission preliminarily believes that the proposed amendments would not
have a significant impact on small businesses.
6.

CONSEQUENCES OF NOT CONDUCTING COLLECTION

Item 601 of Regulation S-K specifies the exhibits that registrants must file with
registration statements filed under the Securities Act and Exchange Act, and with periodic and
current reports filed under the Exchange Act. Item 601 also requires registrants to include an
exhibit index that lists each exhibit included with the filing. The proposed amendments amend
Forms F-10 and 20-F, Item 601 of Regulation S-K, and Rules 11, 102 and 105 of Regulation S-T
to require registrants to include a hyperlink to each filed exhibit as identified in the exhibit index,
unless the exhibit is filed in paper pursuant to a temporary or continuing hardship exemption.
Less frequent collection would deprive investors of access to information that is important to
their voting and investment decisions.
7.

SPECIAL CIRCUMSTANCE
Not applicable.

8.

CONSULTATIONS WITH PERSONS OUTSIDE THE AGENCY

The Commission has amended the above mentioned rules and forms several times since
their adoption. In addition, the Commission will solicit comment on the proposed amendments.
9.

PAYMENT OR GIFT TO RESPONDENTS
Not applicable.

10.

CONFIDENTIALITY
Not applicable.

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11.

SENSITIVE QUESTIONS

No information of a sensitive nature would be required under the following collections of
information in connection with these rulemaking amendments: Form 10, Form S-4, Form F-4
and Form 10-K. The information collection collects basic Personally Identifiable Information
(PII) that may include a name and job title. 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 EGovernment 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 proposed amendments would increase the burdens
and costs for registrants to prepare and file the affected forms. The Commission believes the
burdens associated with hyperlinking exhibits would be small as the registrant would already be
preparing the exhibits and exhibit index for the related filing and would have readily available all
the information necessary to create the hyperlinks. The tables below show the total annual
compliance burden, in hours and in costs, of the collection of information resulting from the
proposed amendments.1 The burden estimates were calculated by multiplying the estimated
number of responses by the estimated average amount of time it would take an issuer to prepare
and review the exhibit hyperlinks. The portion of the burden carried by outside professionals is
reflected as a cost, while the portion of the burden carried by the issuer internally is reflected in
hours. For purposes of the PRA, we estimate that 75% of the burden of preparation for
Exchange Act reports is carried by the registrant internally and that 25% of the burden of
preparation is carried by outside professionals retained by the registrant at an average cost of
$400 per hour.2 For the registration statements on Forms 10, S-1, S-3, S-4, S-11, F-1, F-3, F-4,
SF-1 and SF-3, and the Exchange Act report on Form 20-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.
For the registration statement on Form S-8, we estimate that 50% of the burden of preparation is
carried by the company internally and that 50% of the burden of preparation is carried by outside
professionals.

1

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

2

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.

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Table 1.

Exchange
Act Forms

Form 10
Form 20-F
Form 10-K
Form 10-Q
Form 8-K
Form 10-D

Table 2.

Securities
Act
Registration
Statements
Form S-1
Form S-3
Form S-4
Form S-83
Form S-11
Form SF-1
Form SF-3
Form F-1
Form F-3
Form F-4
Form F-10

14.

Incremental Paperwork Burden under the Proposed Amendments for
Exchange Act Forms.
Proposed
number of
affected
responses
(A)
216
725
8,137
22,907
118,387
13,014

Incremental
Burden
Hours/Form
(B)
2
3
3
2
1
1

Total
Incremental
Burden Hours
(C)=(A)*(B)

75% Company
(D)=(C)*0.75

432
2,175
24,411
45,814
118,387
13,014

108
544
18,308
34,361
88,790
9,761

25%
Professional
(E)=(C)*0.25

324
1,631
6,103
11,454
29,597
3,254

Professional
Costs
(F)=(E)*$400

$129,600
$652,400
$2,441,200
$4,581,600
$11,838,800
$1,301,600

Incremental Paperwork Burden under the Proposed Amendments for
Securities Act Registration Statements.
Proposed
number of
affected
responses
(A)
901
1,082
551
2,140
64
6
71
63
107
39
40

Incremental
Burden
Hours/Form
(B)
3
2
3
2
3
3
2
3
2
3
3

Total
Incremental
Burden Hours
(C)=(A)*(B)

25% Company
(D)=(C)* 0.25

75%
Professional
(E)=(C)* 0.75

Professional
Costs
(F)=(E)*$400

2,703
2,164
1,653
4,280
192
18
142
189
214
117
120

676
541
413
2,140
48
5
36
47
54
29
30

2,027
1,623
1,240
2,140
144
13
106
142
160
88
90

$810,900
$649,200
$496,000
$856,000
$57,600
$5,400
$42,600
$56,700
$64,200
$35,200
$36,000

COST TO FEDERAL GOVERNMENT
The estimated cost of preparing the proposed amendments was approximately $150,000.

15.

REASON FOR CHANGES IN BURDEN

The proposed amendments will increase the burdens and costs for registrants to prepare
and review exhibit hyperlinks. Table 2 below illustrates the changes in cost and hour burdens
from the burden estimates currently approved by OMB. Columns (A) and (B) represent the most
recent burden estimates submitted to OMB. Columns (C) and (D) represent the new burden

3

The figures for Form S-8 have been calculated using a 50% burden carried internally by the company and a 50%
burden carried by outside professionals.

4

estimates under the proposed amendments. Columns (E) and (F) represent the program change,
which encompasses the change in the burden estimates attributable to the interim amendment.
Table 3:4

Form 10-K
Form 10-Q
Form 8-K
Form 10-D
Form 10
Form 20-F
Form S-1
Form S-3
Form S-4
Form S-8
Form S-11
Form SF-1
Form SF-3
Form F-1
Form F-3
Form F-4
Form F-10

16.

Current Burden
Burden
Cost
Hours
(A)
(B)
12,228,620 $1,631,470,000
3,220,037
$429,368,808
507,665
$67,688,700
361,139
$48,151,800
11,621
$13,945,651
479,501
$575,400,600
150,242
$180,290,100
127,806
$153,367,008
564,731
$677,677,104
25,680
$10,272,000
12,465
14,957,568
2,070
$2,484,000
24,495
$29,394,000
26,917
$32,300,100
4,467
$5,360,700
14,206
$17,046,900
250
$300,000

Revised Burden
Burden
Costs
Hours
(C)
(D)
12,246,928
$1,633,911,200
3,254,398
$433,950,408
596,455
$79,527,500
370,900
$49,453,400
11,729
$14,075,251
480,045
$576,053,000
150,918
$181,101,000
128,347
$154,016,208
565,144
$678,173,104
27,820
$11,128,000
12,513
$15,015,168
2,075
$2,489,400
24,531
$29,436,600
26,964
$32,356,800
4,521
$5,424,900
14,235
$17,082,100
280
$336,000

Program Change
Burden
Cost
Hours
(E)
(F)
18,308
$2,441,200
34,361
$4,581,600
88,790
$11,838,800
9,761
$1,301,600
108
$129,600
544
$652,400
676
$810,900
541
$649,200
413
$496,000
2,140
$856,000
48
$57,600
5
$5,400
36
$42,600
47
$56,700
54
$64,200
29
$35,200
30
$36,000

INFORMATION COLLECTION PLANNED FOR STATISTICAL PURPOSES
Not applicable.

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.
18.

EXCEPTIONS TO CERTIFICATION FOR PAPERWORK REDUCTION ACT
SUBMISSIONS
Not applicable.

B.

STATISTICAL METHODS
Not applicable.

4

Figures in Table 3 have been rounded to the nearest whole number.

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