Privacy Impact Assessment (PIA)

January 2016 EDGAR PIA.pdf

Form 1-SA

Privacy Impact Assessment (PIA)

OMB: 3235-0721

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U.S. Securities and Exchange Commission

Electronic Data Gathering, Analysis, and Retrieval System
(EDGAR)
PRIVACY IMPACT ASSESSMENT (PIA)

January 29, 2016

Office of Information Technology

Privacy Impact Assessment
Electronic Data Gathering, Analysis, and Retrieval System (EDGAR)
Publishing History
Document
Publication Number

Revision

Date

Changes Made

Initial Document

Initiation

8/6/08

Document Creation

Document update

1

1/6/16

New Regulated Entities and
Technology

Document update

2

Document update

3

Document update

4

Document update

5

Document update

6

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Privacy Impact Assessment
Electronic Data Gathering, Analysis, and Retrieval System (EDGAR)
General Information
1. Name of Project or System.
Electronic Data Gathering, Analysis, and Retrieval System (EDGAR)
2. Describe the project and its purpose or function in the SEC’s IT environment.
EDGAR is the Securities and Exchange Commission's (SEC's) electronic filing system that provides an
individual, company, or agent who registers with the SEC the capability to transmit legally required
submissions. It automates collecting, validating, indexing, analyzing, and disseminating greater than
2 million submission documents (e.g., registration statements, reports, and other filings) received
each year from over 168,000 registered entities. The system is composed of a complex and highly
integrated collection of hardware, software, tools, and databases.
3. Operational Date?
The EDGAR PIA was last completed on August 6, 2008. This PIA update reflects the new collection of
information in the system, including information on new regulated entities, and changes in
technology, controls and functionality. In addition, this PIA assesses the privacy risks and
vulnerabilities of EDGAR’s processes related to PII and other information related to individuals.
4. System of Records Notice (SORN) number?
Documents and filings made via EDGAR may be covered by one or more of the SORNs listed below:
• SEC-01 “Registration Statements Filed Pursuant to Provisions of the Securities Act of 1933,
Securities Exchange Act of 1934, Public Utility Holding Company Act of 1935, and Investment
Company Act of 1940”
• SEC-02 “Applications for Registration or Exemption under the Investment Company Act of 1940”
• SEC-03 “Notification of Exemption from Registration under the Securities Act of 1933”
• SEC-04 “Beneficial Ownership, Acquisition, Tender Offer, and Solicitation Records Filed under
the Securities Exchange Act of 1934”
• SEC-05 “Ownership Reports and Insider Trading Transactions Records Filed under the Securities
Exchange Act of 1934, Public Utility Holding Company Act of 1935, and Investment Company Act
of 1940”
• SEC-06 “Periodic Reports Filed under the Securities Act of 1933, Securities Exchange Act of 1934,
Public Utility Holding Company Act of 1935, and Investment Company Act of 1940 and
Investment Advisors Act of 1940”
• SEC-07 “Proposed Sale of Securities Notices Filed under the Securities Act of 1933”
• SEC-08 “Proxy Soliciting Material Filed under the Securities Exchange Act of 1934, Public Utility
Holding Company Act of 1935, and Investment Company Act of 1940”
• SEC-09 “Correspondence Files Pertaining to Registered Broker-Dealers”
• SEC-10 “Correspondence Files Pertaining to Registered Investment Advisers”
• SEC-11 “Correspondence Files Pertaining to Registered Investment Companies”
• SEC-20 “Division of Corporation Finance Index for Filings on Schedule 13D and Filings under
Regulations A and B”
• SEC-49 “Broker-Dealer Records”
• SEC-50 “Investment Adviser Records”
• SEC-61 “Municipal Advisor Records”
• SEC-62 “Correspondence Files Pertaining to Municipal Advisors; Municipal Advisor Logs”
5. Is this an Exhibit 300 project or system?
Page 2 of 8

No

Yes

Privacy Impact Assessment
Electronic Data Gathering, Analysis, and Retrieval System (EDGAR)
6. What specific legal authorities, arrangements, and/or agreements allow the collection of this
information?
15 U.S.C. 77a et seq., 78a et seq., 80a-1 et seq., 80b-1 et seq.; and rules and regulations adopted by
the Commission under the Securities Act of 1933, the Securities Exchange Act of 1934, the
Investment Company Act of 1940, the Investment Advisors Act of 1940 and Section 975(a) of the
Dodd-Frank Wall Street Reform and Consumer Protection Act.
Specific Questions
SECTION I - Data in the System
1. What data about individuals could be collected, generated, or retained?
EDGAR may contain the PII of individuals associated with Regulated Entities to include: the
associated person’s name, date of birth, address, telephone number, Social Security number,
citizenship, educational information, past and present employment history, disciplinary history,
email address, the individual’s role in the transaction, tax identification number, and financial
information. The records may also describe the individual's relationship to a Regulated Entity, their
compliance with provisions of the federal securities laws and other applicable rules, and any other
relevant material business information about the individual that may be included in submission
documents.
2. Does the project/system use or collect the social security number (SSN)? (This includes truncated
SSNs)
No.
Yes. If yes, provide the function of the SSN and the legal authority to collect. Executive Order
9397, as Amended; Section 15B(a) of the Securities Exchange Act [15 U.S.C. § 78o-4(a)].
3. What are the sources of the data?
Data sources include Regulated Entity filings to include: registration statements, periodic reports,
applications for registration or exemption, and proxy statements filed pursuant to the applicable
sections of the Securities Act of 1933, Securities Exchange Act of 1934, the Investment Company Act
of 1940, and Investment Advisors Act of 1940. The data sources are information obtained from
filers (both companies and individuals), filing agents, training agents, Transfer Agents, securities
exchanges, and Broker Dealers. Third parties, usually filing agents or law firms, may file on behalf of
companies or individuals when authorized by the EDGAR filers. These parties send their documents
to the Commission through EDGAR. There are approximately 657 different form type variants that
may be submitted to the SEC or generated by EDGAR, including 432 electronic and paper form
types, 144 paper-only form types and 47 electronic-only form types. Additionally, documents
generated by SEC staff such as examination reports, correspondence with the filer, and accounting
reports may be uploaded into the EDGAR system.
4. Why is the data being collected?
Filers submit documents to fulfill their obligations under the federal securities regulations.
The SEC staff uses EDGAR to ensure that the documents provided by the companies meet disclosure
requirements in that they provide investors with material information with regard to disclosure and
the financial condition of the company and offerings of securities to public investors.
In general, PII about individuals associated with Regulated Entities is used:

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Privacy Impact Assessment
Electronic Data Gathering, Analysis, and Retrieval System (EDGAR)
−
−
−

−

To identify individuals acting as Transfer Agents, Broker Dealers, Investment Advisers,
Municipal Advisors, or individuals associated with regulated entities in other capacities, for
the EDGAR registration process;
To communicate with Transfer Agents, Broker Dealers, Investment Advisers, Municipal
Advisors, or individuals associated with regulated entities in other capacities, regarding their
filing submissions;
By the SEC and other enforcement agencies in any enforcement or disciplinary proceedings
or complaint-related inquiries concerning Transfer Agents, Broker Dealers, Investment
Advisers, Municipal Advisors, or individuals associated with regulated entities in other
capacities; and
By the SEC or SEC-regulated institutions that employ Transfer Agents, Broker Dealers,
Investment Advisers, Municipal Advisors, or individuals associated with regulated entities in
other capacities, for taking disciplinary actions or making employment decisions.

5. What technologies will be used to collect the data?
EDGAR consists of multiple subsystems. Key subsystems are as follows:
• Receipt and Acceptance (R&A)
The R&A subsystem allow filers to access the EDGAR system via the Internet to file their
submissions and related documents. After filings have been accepted, the system distributes
each filing to the appropriate division and offices for review.
•

EDGARLink
EDGARLink is an online application system that supports filers online form submissions. Filers
use this subsystem to validate the various fielded data on their computers before transmitting
filings to the EDGAR system.

•

EDGAR Enterprise Data Repository (EDR)
EDR is composed of multiple databases, including Filings, Submission and Entity Database,
Conseillers en Gestion et Informatique (CGI) Momentum Fee Database, Company Database, and
Text Management System Data Repository. EDGAR production databases are replicated for use
by downstream applications. Users of downstream applications do not have the capability to
update, delete, or modify the EDGAR production databases. EDR contains all the filing,
submission, and entity data collected by the subsystems; and data related to users' access and
privilege rights, and user authentication.

•

EDGAR Workstation
A web-based application utilized by SEC staff to access EDGAR from their desktop. Through an
internal Workflow system, EDGAR assists the SEC Staff in performing analysis and review tasks.
Non-reviewing divisions and offices can do research on submissions and receive notifications of
the receipt of submissions in support of their missions. These users have read only access. Staff
designated under “OFIS users” support the filing process through the EDGAR workstation.

•

Momentum Financials
Momentum Financials, a commercial-off-the shelf product, is an accounting system that is
integrated with EDGAR as the Fee Subsystem in processing fees for fee-bearing submissions.

SECTION II - Attributes of the Data (use and accuracy)
1. Describe the uses of the data.
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Privacy Impact Assessment
Electronic Data Gathering, Analysis, and Retrieval System (EDGAR)
SEC staff uses the data to: (1) perform analysis and review of disclosure documents submitted to the
SEC; (2) investigate and research submissions; (3) disseminate data, including under the Freedom of
Information Act (FOIA); (4) create reports; and (5) perform workflow management. Externally,
EDGAR filing data is disseminated to the public on the SEC.gov website and provides the public an
accurate, complete and fast method of obtaining all accepted and valid EDGAR filings. EDGAR Data
is also transferred to the EDGAR Public Dissemination Service (PDS). This privatized PDS System is
the primary source to receive a dedicated feed of all public EDGAR filings. Subscribers to the PDS
System are required to enter into a paid Subscription Agreement to access this service.
2. Does the system analyze data to assist users in identifying previously unknown areas of note,
concern or pattern?
No
Yes If yes, please explain.
3. How is the data collected from individuals or derived by the system checked for accuracy?
Individuals submitting filing in the EDGAR System are responsible for submitting accurate
information. The system allows electronic filers to transmit their submissions in test mode before
they commit to a live version to provide iterative error analysis and feedback. Because the
individual, or their designated third party, provides the information about him or herself directly,
the likelihood of erroneous PII is greatly reduced. EDGAR has internal application business rules and
syntactic processing in place to verify all transmissions into EDGAR.
SECTION III - Sharing Practices
1. Will the data be shared with any internal organizations?
No
Yes If yes, please list organization(s):
EDGAR is an enterprise system. Internally, each division or office may share non-public information,
in the form of reports or through access to the system, with authorized agency users who
demonstrate a bona fide need to know the information. All SEC divisions and offices may use
EDGAR data, but the Division of Investment Management (IM), Division of Corporation Finance (CF),
Division of Trading and Markets (TM), Division of Economic and Risk Analysis (DERA), Division of
Enforcement (ENF) and Office of Compliance Inspections and Examinations (OCIE) are the primary
users.
2. Will the data be shared with any external organizations?
No
Yes If yes, please list organizations(s):
Data that should be made publicly available is disseminated to the public and to subscribers via the
SEC website and the Public Dissemination System (PDS). Additionally, some data is shared with
Financial Industry Regulatory Authority (FINRA) and to other external entities that are consistent
with the routine uses stated in the various SEC SORNs for EDGAR data.
How is the data transmitted or disclosed to external organization(s)?
The data is transmitted electronically to the SEC's public site through the SEC's network, and to
disseminators and FINRA through the Internet and secured network connections. Data may also be
transmitted via a secured encrypted manner, including encrypted email and encrypted File Transfer
Protocol.
3. How is the shared data secured by external recipients?
Any information shared with organizations outside the SEC is required to be appropriately secured
per Office of Management and Budget Memorandums 06-15, Safeguarding Personally Identifiable
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Privacy Impact Assessment
Electronic Data Gathering, Analysis, and Retrieval System (EDGAR)
Information, and 06-16, Protection of Sensitive Agency Information. Each subscriber determines
their own internal procedures for securing the data.
4. Does the project/system process or access PII in any other SEC system?
No
Yes. If yes, list system(s).
(1) Momentum, (2) Public Dissemination System, (3) SEC.Gov, (4) Company Business Database, (5)
SECProd0, (6) Active Directory, (7) Enterprise Data Warehouse
SECTION IV - Notice to Individuals to Decline/Consent Use
1. What privacy notice was provided to the different individuals prior to collection of data?
(Check all that apply)
Privacy Act Statement
System of Records Notice
Privacy Impact Assessment
Web Privacy Policy
Notice was not provided to individuals prior to collection
2. Do individuals have the opportunity and/or right to decline to provide data?
Yes
No
N/A
Please explain: Information is obtained from individuals pursuant to the requirements of federal
securities laws. To fulfill those requirements, filers must submit certain data on individuals and as
such, it is not optional. Information on individuals is collected only where the SEC has specific legal
authority to do so in order to administer its responsibilities under the federal securities laws. When
personal information from individuals is collected they are advised of the agency's legal authority for
requesting the information, the purposes for which the information will be used and disclosed, and
the consequences of their not providing any or all of the requested information.
3. Do individuals have the right to consent to particular uses of the data?
Yes
No
N/A
Please explain: Individuals are advised that the SEC will disclose their information without their prior
written consent only when the SEC has specific legal authority to do so and pursuant to a routine
use described in a SORN.
SECTION V - Access to Data (administrative and technological controls)
1. Has the retention schedule been established by the National Archives and Records Administration
(NARA)?
No If no, please explain:
Yes If yes, list retention period: The retention schedule is commensurate
with the System of Records Notice applicable to the filing type as delineated in the SEC Program
Records List (for SEC-specific records), and the General Records Schedule prescribed by the National
Archives and Records Administration (NARA).
2. What are the procedures for identification and disposition of the data at the end of the retention
period?
The procedures for identification and disposition of the data at the end of the retention period are
commensurate with the System of Records Notice applicable to the filing type as delineated in the
SEC Program Records List (for SEC-specific records), and the General Records Schedule prescribed by
the National Archives and Records Administration (NARA).

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Privacy Impact Assessment
Electronic Data Gathering, Analysis, and Retrieval System (EDGAR)
The SEC Records Schedules and NARA General Records Schedule provide mandatory instructions
(disposition instructions) to all NARA staff regarding how to maintain the Commission’s operational
records and what to do with them when they are no longer needed for current business. The
disposition instructions state whether individual series of records are permanent or temporary, as
well as how long to retain the records. Records with historical value, identified as permanent, are
transferred to the National Archives of the United States. All other records are identified as
temporary and are eventually destroyed in accordance with the Records Schedule.
3. Describe the privacy training provided to users, either generally or specifically relevant to the
program or system?
The Privacy Office thru General Privacy Awareness Training, which all SEC employees and
contractors must complete yearly, provides training. The training outlines their roles and
responsibilities for properly handling and protecting PII. EDGAR Filer Technical Support team also
provides training on the EDGAR functionality.
4. Has a system security plan been completed for the information system(s) supporting the project?
Yes If yes, please provide date SA&A was completed: August 2015
No If the project does not trigger the SA&A requirement, state that along with an explanation
5. Is the system exposed to the Internet without going through VPN?
No
Yes If yes, Is secure authentication required? No Yes; and
Is the session encrypted?
No Yes
6. Are there regular (i.e. periodic, recurring, etc.) PII data extractions from the system?
No
Yes If yes, please explain:
7. Which user group(s) will have access to the system?
The user groups for EDGAR are:
• Filers - An individual, company, or agent who files their legally required submission documents
with the SEC;
• Subscribers - Entities that receive all accepted, live and public information in EDGAR via a paid
subscription to a real-time feed from the SEC’s public dissemination service;
• Public - Viewers of company submissions to make investment decisions with timely information
via SEC.gov;
• SEC Staff - (1) perform analysis and review; (2) research submissions (3) upload documents
(exam reports, correspondence, accounting reports) (4) disseminate data (FOIA) (4) create
reports (5) workflow management (primary user staff designated under OFIS, as well as staff in
Divisions of Corporation Finance and Investment Management). Staff users see only the data
assigned to them or their user group;
• Managers - Access data assigned to their staff members, themselves, and their user groups; and
• System administrators - View any information available in the database for administration
purposes.
8. How is access to the data by a user determined?

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Privacy Impact Assessment
Electronic Data Gathering, Analysis, and Retrieval System (EDGAR)
Filers typically gain access when the filer submits the automated Form ID online to create a
company profile within EDGAR. The EDGAR Filer Manual provides instructions to filers on the use
and functionality of the system. SEC “OFIS Users” create company profiles in EDGAR for paper-only
filers. SEC staff, division and offices control user access. Data access is restricted based on the
principles of least privilege and separation of duties; access by staff is granted on a need-to-know
basis. The EDGAR User Manual provides instructions to SEC users on the use and functionality of the
system. Divisions and offices establish and document additional procedures for their specific use of
the data.
Are procedures documented?

Yes

No

9. How are the actual assignments of roles and rules verified?
The various SEC divisions and offices own the procedures and control user access within their
respective organizations.
10. What auditing measures/controls and technical safeguards are in place to prevent misuse (e.g.,
unauthorized browsing) of data?
Controls are audited regularly to prevent misuse of data, i.e., application-level controls, physical
controls, database-level controls, network-level controls. EDGAR data is replicated in an alternate
database that is used by the public via the public Web site; and SEC staff that do not require access
to the original data. Data is made available for use by downstream applications and their users via
the alternate database, to protect the original data from the impact of other applications and their
processes.
SECTION VI - Privacy Analysis
Given the amount and type of data being collected, discuss what privacy risks were identified and how
they were mitigated.
Privacy risks:
Risk of unauthorized or inadvertent disclosure of non-public data, unauthorized access.
To mitigate these risks, numerous system-based controls are in place to protect the data collected. The
system uses role-based security to control access to data within the system. These roles are based on
position descriptions and appropriate levels of access are granted based on the type of work the
individual performs. Additionally, replicated data is used in downstream applications to carry out
functions of the users of those applications. The general public, subscribers, and SEC staff not requiring
access to modify data can view data in read-only view.
Risk to data accuracy and integrity.
Mitigation: Data is collected to the extent possible directly from filers.
A privacy risk was identified as it relates to registrants who are required or may inadvertently provide
personal information in public filings that could possibly lead to identity theft. In order to mitigate
possible risks various rules were amended to include language requesting that filers not submit such
information when not required. Internal technological controls are also in place to assist in the
identification of such risks in filings received and posted to the SEC website.

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