Guide 3 Proposing.Final SS

SUPPORTING STATEMENT FOR UPDATE OF STATISTICAL DISCLOSURES
FOR BANK AND SAVINGS AND LOAN REGISTRANTS
This supporting statement is 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

In Release No. 33-10688,1 the Securities and Exchange Commission
(“Commission”) proposed rules to update the statistical disclosures for banking
registrants. These registrants currently provide many disclosures in response to the items
set forth in Industry Guide 3 (“Guide 3”), Statistical Disclosure by Bank Holding
Companies, which are not Commission rules. The proposed rules would update the
disclosures that investors receive, codify certain Guide 3 disclosures and eliminate other
Guide 3 disclosures that overlap with Commission rules, U.S. Generally Accepted
Accounting Principles (“U.S. GAAP”), or International Financial Reporting Standards
(“IFRS”). In addition, the proposed rules would relocate the codified disclosures to a
new subpart of Regulation S-K and rescind Guide 3.
The proposed rules contain “collection of information” requirements within the
meaning of the Paperwork Reduction Act of 1995. The titles of the collections of
information impacted by the amendments are:2






Form S-13 (OMB Control No. 3235-0065);
Form S-44 (OMB Control No. 3235-0324);
Form F-15 (OMB Control No. 3235-0258);
Form F-46 (OMB Control No. 3235-0325);
Form 107 (OMB Control No. 3235-0064);

1

Updated of Statistical Disclosures for Bank and Savings and Loan Registrants, Release No. 3310688 (Sept. 17, 2019).

2

The paperwork burdens for Form S-3 (OMB Control No. 3235-0073) and Form F-3 (OMB
Control No. 3235-0326) that would result from the proposed rules are imposed through the forms
from which they are incorporated by reference and reflected in the analysis of those forms. Since
including the burden and cost estimates for Form S-3 and Form F-3 would result in a PRA
inventory reflecting duplicative burdens we are not estimating any burdens on those forms that
would result from the proposed rules.

3

17 CFR 239.11.

4

17 CFR 239.25.

5

17 CFR 239.31.

6

17 CFR 239.34.

7

17 CFR 249.210.





Form 10-K (OMB Control No. 3235-0063);
Form 20-F (OMB Control No. 3235-00288); and
Regulation A8 (Form 1-A)9 (OMB Control No. 3235-0286).

2. PURPOSE AND USE OF THE INFORMATION COLLECTION
The Commission proposed rules to update the statistical disclosures for banking
registrants. Guide 3 calls for disclosure by bank holding companies (“BHCs”), as well as
other registrants including savings and loan holding companies, in seven areas: (1)
“distribution of assets, liabilities and stockholders’ equity; interest rates and interest
differential", (2) investment portfolios, (3) loan portfolios, (4) summary of loan loss
experience, (5) deposits, (6) return on equity and assets, and (7) short-term borrowings.
The proposed rules would update and codify certain Guide 3 disclosures in a new Subpart
1400 of Regulation S-K. The proposed codification of the requirements would provide
disclosure of the same statistical information about BHCs on a regular, periodic basis that
would assist in assessing registrants’ future earning potential and enable investors to
compare BHCs more easily.
3.

CONSIDERATION GIVEN TO INFORMATION TECHNOLOGY

The forms that require the disclosure of the proposed rules are filed electronically
with the Commission using the Commission’s Electronic Data Gathering, Analysis, and
Retrieval (EDGAR) system.
4.

DUPLICATION OF INFORMATION

On March 1, 2017, the Commission published a request for comment on possible
changes to Industry Guide 3. 10 A number of commenters suggested that some of the
disclosure currently called for by Guide 3 may overlap or be duplicative of the disclosure
required by other Commission rules, U.S. GAAP, or IFRS either by seeking identical
disclosure or seeking different disclosure to meet similar disclosure objectives. The
proposed rules would eliminate all of the Guide 3 disclosures that overlap with
Commission rules, U.S. GAAP, or IFRS. Similarly, the proposed rules would not codify
the disclosures called for by Guide 3 that have similar objectives as the disclosures called
for by Commission rules, U.S. GAAP, or IFRS.
5.

REDUCING THE BURDEN ON SMALL ENTITIES

As part of its Regulatory Flexibility Act Analysis, the Commission determined
that the proposed amendments, if adopted, would not have a significant economic impact

8

17 CFR 230.251 through 17 CFR 230.263.

9

17 CFR 239.90.

10

Request for Comment on Possible Changes to Industry Guide 3 (Statistical Disclosure by Bank
Holding Companies, Release No. 33-10321 (Mar. 1, 2017) [82 FR 12757].

2

on a substantial number of small entities. As a result, the Commission did not consider
alternatives to reduce the burden on small entities .
6.

CONSEQUENCES OF NOT CONDUCTING COLLECTION

The regulations and forms set forth the disclosure requirements for registration
statements, and periodic and current reports filed by companies to help investors make
informed investment decisions. Not conducting this 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 Proposing Release solicits comment on the new “collection of information”
requirements and the associated paperwork burdens. In response to the solicitation for
comment in the Proposing Release, registrants, investors, and other market participants
provide comments. 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 on the
Commission’s website. The Commission will consider 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 to respondents.

10.

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

11.

SENSITIVE QUESTIONS

No information of a sensitive nature, including social security numbers, will be
required under these collections of information. The information collections collect basic
Personally Identifiable Information (PII) that may include name and job title. However,
the agency has determined that the 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 February 5, 2020 is
provided as a supplemental document and is also available at
https://www.sec.gov/privacy.

3

12/13. ESTIMATES OF HOUR AND COST BURDENS
The paperwork burden estimates associated with the proposed amendments
include the burdens attributable to collecting, preparing, reviewing and retaining records.
We estimate that, currently, approximately 487 bank and savings and loan
registrants provide the disclosures set forth in Guide 3. These registrants would have to
provide the disclosures required by the proposed rules in Securities Act registration
statements filed on Forms S-1, S-3, S-4, F-1, F-3, and F-4, Exchange Act registration
statements on Forms 10 and 20-F, Exchange Act annual reports on Forms 10-K and 20-F,
Exchange Act quarterly reports on Form 10-Q, and Regulation A offering statements on
Form 1-A. We refer to these registrants in this PRA analysis as “affected registrants.”
The proposed rules would codify certain disclosures called for by Guide 3 and
eliminate other Guide 3 disclosures that overlap with Commission rules, U.S. GAAP , or
IFRS. Although the disclosure Items in Guide 3 are not Commission rules, under
existing practice, affected registrants currently provide many of these disclosures in
response to the Guide 3 items. Therefore, the burdens associated with these disclosures
are already included in the current burden hours and costs for the affected forms. As
such, for PRA purposes, we are only revising the burdens and costs of the affected forms
to reflect changes to the existing Guide 3 disclosures in the proposed rules.
For example, we do not propose to codify in proposed Item 1403 the disclosures
under existing Item II of Guide 3 that substantially overlap with U.S. GAAP and IFRS
disclosure requirements, and those we propose to codify in proposed Item 1403 are
consistent with the current disclosures in Item II. Therefore, we estimate that there would
be no change to the burdens and costs of an affected registrant as a result of proposed
Item 1403 because the Item would include disclosures that are already included in Guide
3. In contrast, proposed Item 1404 would, in addition to codifying the loan disclosures in
Item III of Guide 3 that do not overlap with Commission rules, U.S. GAAP, or IFRS, also
require certain interest rate disclosure that is not currently a Guide 3 disclosure.
Therefore, we estimate that the proposed Item 1404 would increase the burden to an
affected registrant.
Additionally, for PRA purposes, the burden and costs estimates related to the
proposed rules should primarily affect annual reports on Forms 10-K and 20-F. We do
not believe the proposed rules should affect the burdens and costs of a registrant filing its
quarterly reports on Form 10-Q, as the registrant would be required to collect and
disclose almost the same information related to the proposed rules cumulatively in its
annual report as in each of its prior quarterly reports. Therefore, including the burden
and cost estimates in both annual and quarterly reports would result in a PRA inventory
reflecting duplicative burdens.
Further, as with quarterly reports on Form 10-Q, a registrant would be required to
collect and disclose almost the same information related to the proposed rules in a
registration or offering statement as it would in an annual report. However, we recognize
4

that there could be some additional burdens and costs associated with a registration or
offering statement that may not apply to an annual report. Therefore, we are assigning a
small incremental increase in burdens and costs to all affected registration and offering
statements, including Forms 20-F, S-1, S-4, F-1, F-4, 10, and 1-A. Also, a new affected
registrant would be required to provide more years of credit ratio and related disclosures
in its initial registration or offering statement than it would be required to provide in any
subsequent registration or offering statement. Therefore, we are assigning additional
burdens and costs to a registration or offering statement that can be filed as an initial
registration or offering statement, including Forms 20-F, S-1, F-1, 10, and 1-A.
We estimate the burden changes for specific portions of the proposed rules 11 as
follows:

11



Proposed Item 1402 would require additional disclosure related to the distribution
of assets, liabilities, and stockholders’ equity and interest rate and interest
differential that would increase burdens and costs of an affected annual report by
two hours per year and an affected registration or offering statement by one hour
per year.



Proposed Item 1404 would require additional disclosure regarding interest rates
for all loan categories that would increase the burdens and costs of an affected
annual report by three hours per year and of an affected registration or offering
statement by one hour per year.



Proposed Item 1406 would require additional disclosure related to deposits
beyond the requirements of current Item V that would increase the burdens and
costs of an affected annual report would increase by three burden hours per year
and of an affected registration or offering statement by one hour per year.



The proposed rules would not require disclosure related to return on equity and
assets (Item VI of Guide 3) that would decrease the burdens and costs of an
affected annual report by two burden hours per year and of an affected
registration or offering statement would decrease by one hour per year.



Proposed Rule 1402 would require only the average amount outstanding and
interest paid disclosures and not the remaining short-term borrowings disclosure
in Item VII of Guide 3 that would decrease the burdens and costs of an affected
annual report by four burden hours per year and of an affected registration or
offering statement would decrease by one hour per year.

We estimate that there would be no change to the burdens and costs of an affected annual report or
registration or offering statement as a result of proposed Item 1403 and 1405(c) as the disclosure
we propose to codify in proposed Item 1403 is consistent with the current disclosures in Item II of
Guide 3 and the disclosure we propose to codify in Item 1405(c) is consistent with the disclosures
in Item IV of Guide 3. Additionally, we do not propose to codify existing Item II and Item IV of
Guide 3 requirements that substantially overlap with U.S. GAAP and IFRS.

5



Proposed Rule 1405(a) and (b) would require credit ratios and related disclosure
that would increase the burdens and costs of an affected annual report by six
burden hours per year and of an affected registration or offering statement by one
hour per year. An affected registrant filing its initial registration or offering
statement would be required to provide its credit ratios and related disclosures for
each of the last five years, which would increase the burdens and costs of the
affected initial registration or offering statement by six hours per year and the
affected registration or offering statement that is not an initial registration or
offering statement by one hour per year.

The table below shows the estimated changes in internal burden hours and costs
for outside professionals from the proposed changes described above. For purposes of
the PRA, total burden is to be allocated between internal burden hours and outside
professional costs. We estimate that, for Form 10-K and Form 1-A, 75% of the burden of
preparation is carried by the company internally and that 25% of the burden is carried by
outside professionals; for Forms 20-F, S-1, S-4, F-1, F-4 and 10, 25% of the burden of
preparation is carried by the company internally and that 75% of the burden is carried by
outside professionals. A registrant’s internal burden is estimated in internal burden hours
and its outside professional costs are estimated at $400 per hour. 12
Estimated Change in Internal Burden Hours and Costs for Outside Professionals
from the Aggregated Portions of the Proposed Rules.
Form
(A)

Form 10-K
Form 20-F

Number
of
Affected
Forms
(B)

453
34

Total
Burden
Hour
Change
Per
Form
(C)

Internal
Burden
Hour
Change
Per
Form
(D) 13

Total
Proposed
Change
in
Internal
Burden
Hours
(E) 14

Outside
Professional
Costs
Change
Per Form
(F) 15

Annual Reports
8
6
2,718
$800
8
2
68
$2,400
Not Initial Registration and Offering Statements

Total
Proposed
Change in
Outside
Professional
Cost
(G) 16

$362,400
$81,600

12

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 will
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.

13

Column (D) is equal to Column (C) x 0.75 (for Form 10-K or Form 1-A) or Column (C) x 0.25
(for Forms 20-F, S-1, S-4, F-1, F-4, and 10).

14

Column (E) is equal to Column (B) x Column (D).

15

Column (F) is equal to Column (C) x 0.25 x$400 (for Form 10-K or Form 1-A) or Column (C) x
0.75 x $400 (for Forms 20-F, S-1, S-4, F-1, F-4, and 10).

16

Column (G) is equal to Column (B) x Column (F).

6

Form 20-F
Form S-1
Form S-4
Form F-1
Form F-4
Form 10
Form 1-A

1
24
93
1
2
2
5

Form 20-F
Form S-1
Form F-1
Form 10
Form 1-A

1
20
1
1
4

2
0. 5
0.5
$600
2
0.5
12
$600
2
0.5
46.5
$600
2
0. 5
0. 5
$600
2
0.5
1
$600
2
0.5
1
$600
2
1.5
7.5
$200
Initial Registration or Offering Statements
6
1.5
1.5
$1,800
6
1.5
30
$1,800
6
1.5
1.5
$1,800
6
1.5
1.5
$1,800
6
4.5
18
$600

$600
$14,400
$55,800
$600
$1,200
$1,200
$1,000
$1,800
$36,000
$1,800
$1,800
$2,400

The table below illustrates the changes in cost and hour burdens from the burdens
currently approved by OMB. The total estimated burdens were calculated by adding the
incremental burdens to the existing burdens.
Proposed Changes to Annual Compliance in Collection of Information

Current
Annual
Responses
(A)

Current
Burden
Hours
(B)

Current
Cost
Burden
(C)

Proposed Proposed
Proposed
Change in Change in Burden Hours
Internal
Outside
for Affected
Registrant Professional Responses
Burden
Costs
(F)
Hours
(E)
[(B) + (D)]
(D)

10-K
20-F
S-1
S-4
F-1
F-4
10
1-A

8,137
725
901
551
63
39
216
179

14,198,780
479,304
147,208
562,465
26,692
14,049
11,855
98,396

$1,895,224,719
$576,875,025
$180,319,975
677,378,579
$32,275,375
$17,073,825
$14,091,488
$13,111,912

14.

COSTS TO FEDERAL GOVERNMENT

2,718
70
42
4717
2
1
318
2619

$362,400
$84,000
$50,400
$55,800
$2,400
$1,200
$3,000
$3,400

14,201,498
479,374
147,250
562,512
26,694
14,050
11,858
98,422

Proposed Costs
for Affected
Responses
(G)
[(C) + (E)]

$1,895,587,119
$576,959,025
$180,370,375
$677,434,379
$32,277,775
$17,075,025
$14,094,488
$13,115,312

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 approximately $103,479,690 million in
fiscal year 2019, based on the Commission’s computation of the value of staff time
devoted to this activity and related overhead.
17

Rounded to 47.

18

Rounded to three.

19

Rounded to 26.

7

15.

REASON FOR CHANGE IN BURDEN

As explained in further detail in Items 12 and 13 above, the proposed rules in
Release No. 34-10688 revise our statistical disclosure requirements for banking
registrants by updating and codifying certain Guide 3 disclosures and eliminating other
Guide 3 disclosure that overlap with Commission rules, U.S. GAAP, or IFRS..
16.

INFORMATION COLLECTION 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.
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.

8

Form 10-K Short Statement
The proposed amendments would revise the statistical disclosures for banking
registrants by updating and codifying certain Guide 3 disclosures and eliminate other
Guide 3 disclosures that overlap with Commission rules, U.S. Generally Accepted
Accounting Principles, or International Financial Reporting Standards. In addition, the
proposed rules would relocate the codified disclosures to a new subpart of Regulation SK and rescind Guide 3. We anticipate that the proposed amendments would result in a small
increase in the required disclosure and the related burdens and costs for these registrants to
prepare and review the collections of information.
For purposes of the Paperwork Reduction Act, we estimate that the proposed
amendments would result in a net increase of 2,718 burden hours and a net increase in the
cost burden of $362,400 for the services of outside professionals on Form 10-K.

9

Form 20-F Short Statement
The proposed amendments would revise the statistical disclosures for banking
registrants by updating and codifying certain Guide 3 disclosures and eliminate other
Guide 3 disclosures that overlap with Commission rules, U.S. Generally Accepted
Accounting Principles, or International Financial Reporting Standards. In addition, the
proposed rules would relocate the codified disclosures to a new subpart of Regulation SK and rescind Guide 3. We anticipate that the proposed amendments would result in a small
increase in the required disclosure and the related burdens and costs for these registrants to
prepare and review the collections of information.
For purposes of the Paperwork Reduction Act, we estimate that the proposed
amendments would result in a net increase of 70 burden hours and a net increase in the cost
burden of $84,000 for the services of outside professionals on Form 20-F.

10

Form S-1 Short Statement
The proposed amendments would revise the statistical disclosures for banking
registrants by updating and codifying certain Guide 3 disclosures and eliminate other
Guide 3 disclosures that overlap with Commission rules, U.S. Generally Accepted
Accounting Principles, or International Financial Reporting Standards. In addition, the
proposed rules would relocate the codified disclosures to a new subpart of Regulation SK and rescind Guide 3. We anticipate that the proposed amendments would result in a small
increase in the required disclosure and the related burdens and costs for thes e registrants to
prepare and review the collections of information.
For purposes of the Paperwork Reduction Act, we estimate that the proposed
amendments would result in a net increase of 42 burden hours and a net increase in the cost
burden of $50,400 for the services of outside professionals on Form S-1.

11

Form S-4 Short Statement
The proposed amendments would revise the statistical disclosures for banking
registrants by updating and codifying certain Guide 3 disclosures and eliminate other
Guide 3 disclosures that overlap with Commission rules, U.S. Generally Accepted
Accounting Principles, or International Financial Reporting Standards. In addition, the
proposed rules would relocate the codified disclosures to a new subpart of Regulation SK and rescind Guide 3. We anticipate that the proposed amendments would result in a small
increase in the required disclosure and the related burdens and costs for these registrants to
prepare and review the collections of information.
For purposes of the Paperwork Reduction Act, we estimate that the proposed
amendments would result in a net increase of 47 burden hours and a net increase in the cost
burden of $55,800 for the services of outside professionals on Form S-4.

12

Form F-1 Short Statement
The proposed amendments would revise the statistical disclosures for banking
registrants by updating and codifying certain Guide 3 disclosures and eliminate other
Guide 3 disclosures that overlap with Commission rules, U.S. Generally Accepted
Accounting Principles, or International Financial Reporting Standards. In addition, the
proposed rules would relocate the codified disclosures to a new subpart of Regulation SK and rescind Guide 3. We anticipate that the proposed amendments would result in a small
increase in the required disclosure and the related burdens and costs for these registrants to
prepare and review the collections of information.
For purposes of the Paperwork Reduction Act, we estimate that the proposed
amendments would result in a net increase of 2 burden hours and a net increase in the cost
burden of $2,400 for the services of outside professionals on Form F-1.

13

Form F-4 Short Statement
The proposed amendments would revise the statistical disclosures for banking
registrants by updating and codifying certain Guide 3 disclosures and eliminate other
Guide 3 disclosures that overlap with Commission rules, U.S. Generally Accepted
Accounting Principles, or International Financial Reporting Standards. In addition, the
proposed rules would relocate the codified disclosures to a new subpart of Regulation SK and rescind Guide 3. We anticipate that the proposed amendments would result in a small
increase in the required disclosure and the related burdens and costs for these registrants to
prepare and review the collections of information.
For purposes of the Paperwork Reduction Act, we estimate that the proposed
amendments would result in a net increase of 1 burden hours and a net increase in the cost
burden of $1,200 for the services of outside professionals on Form F-4.

14

Form 10 Short Statement
The proposed amendments would revise the statistical disclosures for banking
registrants by updating and codifying certain Guide 3 disclosures and eliminate other
Guide 3 disclosures that overlap with Commission rules, U.S. Generally Accepted
Accounting Principles, or International Financial Reporting Standards. In addition, the
proposed rules would relocate the codified disclosures to a new subpart of Regulation SK and rescind Guide 3. We anticipate that the proposed amendments would result in a small
increase in the required disclosure and the related burdens and costs for these registrants to
prepare and review the collections of information.
For purposes of the Paperwork Reduction Act, we estimate that the proposed
amendments would result in a net increase of 3 burden hours and a net increase in the cost
burden of $3,000 for the services of outside professionals on Form 10.

15

Form 1-A Short Statement
The proposed amendments would revise the statistical disclosures for banking
registrants by updating and codifying certain Guide 3 disclosures and eliminate other
Guide 3 disclosures that overlap with Commission rules, U.S. Generally Accepted
Accounting Principles, or International Financial Reporting Standards. In addition, the
proposed rules would relocate the codified disclosures to a new subpart of Regulation SK and rescind Guide 3. We anticipate that the proposed amendments would result in a small
increase in the required disclosure and the related burdens and costs for these registrants to
prepare and review the collections of information.
For purposes of the Paperwork Reduction Act, we estimate that the proposed
amendments would result in a net increase of 26 burden hours and a net increase in the cost
burden of $3,400 for the services of outside professionals on Form 1-A.

16