MDA Proposal - Supporting Statement.Final

SUPPORTING STATEMENT FOR PROPOSED RULES
UNDER THE SECURITIES ACT OF 1933 AND
SECURITIES EXCHANGE ACT OF 1934
This is a submission under the Paperwork Reduction Act of 1995, 44 U.S.C.
§3501, et seq., consisting of this supporting statement and the following attachment:
A.

Proposing Release (Release No. 33-10750)

A.

JUSTIFICATION

1.

CIRCUMSTANCES MAKING THE COLLECTION OF INFORMATION
NECESSARY

On January 30, 2020, the Securities and Exchange Commission (the
“Commission”) proposed amendments to modernize, simplify, and enhance certain
financial disclosure requirements in Regulation S-K, and related rules and forms. 1 The
proposals were intended to eliminate duplicative disclosures and modernize and enhance
Management’s Discussion and Analysis (“MD&A”) disclosures for the benefit of
investors, while simplifying compliance efforts for registrants. Overall, the proposed
amendments to Item 301,2 Item 302,3 and Item 3034 are expected to reduce disclosure
burdens.
The Paperwork Reduction Act burdens associated with the following collections
of information will be affected by the amendments:
“Form 1-A” (OMB Control No. 3235-0286);
“Form 10” (OMB Control No. 3235-0064);
“Form 10-Q” (OMB Control No. 3235-0070);
“Form 10-K” (OMB Control No. 3235-0063);
“Schedule 14A” (OMB Control No. 3235-0059);
“Form 20-F” (OMB Control No. 3235-0288);

1

See Management’s Discussion and Analysis, Selected Financial Data, and Supplementary
Financial Information, Release No. 33-10750 (January 30, 2020) [85 FR 12068 (February 28,, 2020)]
(“MD&A and Financial Disclosure Release” or “Proposing Release”).

2

17 CFR 229.301.

3

17 CFR 229.302.

4

17 CFR 229.303.

“Form 40-F” (OMB Control No. 3235-0381);
“Form F-1” (OMB Control No. 3235-0258);
“Form F-4” (OMB Control No. 3235-0325);
“Form S-1” (OMB Control No. 3235-0065);
“Form S-4” (OMB Control No. 3235-0324); and
“Form S-11” (OMB Control No. 3235-0067).
A copy of the Proposing Release is attached.

2.

PURPOSE AND USE OF THE INFORMATION COLLECTION

The proposals are intended to eliminate duplicative disclosures and modernize
and enhance MD&A disclosures for the benefit of investors, while simplifying
compliance efforts for registrants.
3.

CONSIDERATION GIVEN TO INFORMATION TECHNOLOGY

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

5.

REDUCING THE BURDEN ON SMALL ENTITIES

The proposals modernize, simplify, and enhance certain financial disclosure
requirements for small entities and other registrants. Many of the proposals simplify and
streamline disclosure requirements in ways that are expected to reduce compliance
burdens. Because the proposals generally do not impose any significant new compliance
obligations, it was unnecessary to propose different compliance and reporting
requirements or timetables or to exempt small entities from all or part of the proposals.
The few proposals that will impose additional disclosure requirements are
expected to only incrementally increase the paperwork burden. For example, the
proposal to disclose critical accounting estimates is expected to have only a minimal
impact on registrants’ burdens because the Commission, in prior guidance, has stated that

2

companies should provide this disclosure where material. 5 Other proposals codify
existing Commission guidance, so are similarly expected to only incrementally increase
the paperwork burden.
6.

CONSEQUENCES OF NOT CONDUCTING COLLECTION

The proposals affect Form 1-A, Form 10, Form 10-Q, Form 10-K, Schedule 14A,
Form 20-F, Form 40-F, Form F-1, Form F-4, Form S-1, Form S-4, and Form S-11. These
regulations, forms, and schedules set forth the disclosure requirements for periodic
reports, registration statements, and proxy statements filed by companies to help
investors make informed investment and voting decisions. 6 Less frequent 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

In the Proposing Release, the Commission solicited public comment on the new
“collection of information” requirements and the associated paperwork burdens.
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, roundtables and meetings. All comments received on the proposal are
available at https://www.sec.gov/comments/s7-01-20/s70120.htm. 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 has been provided to any respondents.

10.

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

See Commission Guidance Regarding Management’s Discussion and Analysis of Financial Condition
and Results of Operation, Release No. 33-8350 (Dec. 19, 2003) [68 FR 75056 (Dec. 29, 2003)]
5

6

The Commission’s Division of Investment Management will separately submit, pursuant to the
Paperwork Reduction Act of 1995, a supporting statement and related attachment for Form N-2.

3

11.

SENSITIVE QUESTIONS

No information of a sensitive nature will be required under the following
collections of information in connection with these rulemaking amendments: Form 1-A,
Form 10, Form 10-Q, Form 10-K, Schedule 14A, Form 20-F, Form 40-F, Form F-1,
Form F-4, Form S-1, Form S-4, and Form S-11. These information collections collect
basic Personally Identifiable Information (PII) that may include a name and job title.
However, the agency has determined that these 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.
12. and 13.

ESTIMATES OF HOUR AND COST BURDENS

The Commission anticipates that the proposals would, overall, reduce the burden
associated with compliance with the federal securities disclosure regime by eliminating
duplicative disclosures and simplifying disclosure. Tables 1 and 2 below show the
estimated incremental and aggregate reductions in paperwork burden as a result of the
proposals. 7 These estimates represent the average burden for all registrants, both large
and small. In deriving our estimates, we recognize that the burdens will likely vary
among individual registrants based on a number of factors, including the nature of their
business. We do not believe that the proposed amendments would change the frequency
of responses to the existing collections of information; rather, we estimate that the
proposed amendments would change only the burden per response.
The burden estimates were calculated by multiplying the estimated number of
responses by the estimated average amount of time it would take a registrant to prepare
and review disclosure required under the proposals. The portion of the burden carried by
outside professionals is reflected as a cost, while the portion of the burden carried by the
registrant internally is reflected in hours.
For the reports on Forms 1-A, 10-K, 10-Q, 8-K, and Schedule 14A, we estimate
that 75% of the burden of preparation is carried by the company internally and that 25%
of the burden of preparation is carried by outside professionals retained by the company
at an average cost of $400 per hour.8 For registration statements (and annual reports, as
applicable) on Forms S-1, S-4, S-11, F-4, SF-1, SF-3, 10, 20-F and 40-F, we estimate that
25% of the burden of preparation is carried by the company internally and that 75% of
7

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

8

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.

4

the burden of preparation is carried by outside professionals retained by the company at
an average cost of $400 per hour.
Table 1. Calculation of the Incremental Change in Burden Estimates of Current
Responses Resulting from the Proposed Amendments
Form
Type

S-1
S-4
S-11
F-1
F-4
1-A ^
10
10-K
10-Q
20-F
40-F
Sch.
14A*
Total

Number of
Estimated
Affected
Responses
(A)9

Burden
Hour
Reduction
per
Current
Affected
Response
(B)

Reduction in
Burden
Hours for
Current
Affected
Responses
(C)

Reduction in
Company
Hours for
Current
Affected
Responses
(D)

Reduction in
Professional
Hours for
Current
Affected
Responses
(E)

Reduction in
Professional
Costs for
Current
Affected
Responses
(F)

= (A) x (B)10

= (C) x 0.25
or 0.75

= (C) – (D)

= (E) x $400

898
588
67
66
39
205
216
8,292
22,925
729
132
6,369

6.5
6.5
6.5
4.5
4.5
0.1
6.5
6.5
1.4
2.0
2.0
0.7

5,837
3,822
436
297
176
21
1,404
53,898
32,095
1,458
264
4,458

1,459
956
109
74
44
16
351
40,424
24,071
365
66
3,344

4,378
2,866
327
223
132
5
1,053
13,474
8,024
1,093
198
1,114

$1,751,200
$1,146,400
$130,800
$89,200
$52,800
$2,000
$421,200
$5,389,800
$3,209,600
$437,200
$79,200
$445,600

40,526

47.7

104,166

71,279

32,887

$13,155,000

*The lower estimated average incremental burden for Schedule 14A reflects the Commission staff
estimates that no more than 10% of the Schedule 14As filed annually include disclosures under Items 301303 of Regulation S-K.
^

In the preparation of Part II of Form 1-A, Regulation A issuers have the option of disclosing either the
information required by (i) the Offering Circular format or (ii) Part I of Forms S-1 or S-11 (except for the
financial statements, selected financial data, and supplementary information called for by those forms).
The burden associated with Form 1-A is affected only to the extent that an issuer chooses to use Part I of
these forms. The Commission staff estimates that 10.6% of Form 1-A filings reflect this election.

Table 2 summarizes the requested paperwork burden, including the estimated total
reporting burdens and costs, under the proposed amendments.

The number of estimated affected responses is based on the number of responses in the Commission’s
current OMB PRA filing inventory. The OMB PRA filing inventory represents a three-year average. We
do not expect that the proposed amendments would materially change the number of responses in the
current OMB PRA filing inventory.
9

10

The estimated reductions in Columns (C), (D), and (E) are rounded to the nearest whole number.

5

Table 2. Requested Paperwork Burden under the Proposed Amendments
Current Burden

Program Change

Requested Change in Burden

Form

Current
Annual
Responses
(A)

Current
Burden
Hours
(B)

Current
Cost
Burden
(C)

Number
of
Affected
Respons
es
(D)

Reductio
n in
Compan
y Hours
(E)11

Reduction
in
Professional
Costs
(F)12

Annual
Responses
(G) = (A)

Burden
Hours
(H) = (B)
- (E)

Cost Burden
(I) = (C) - (F)

S-1
S-4
S-11
F-1
F-4
1-A
10
10-K
10-Q
20-F

898
588
67
66
39
205
216
8,292
22,925
729

146,062
562,362
12,229
26,707
14,049
111,885
11,855
14,188,040
3,182,333
479,261

$178,916,043
$677,255,579
$14,943,768
$32,293,375
$17,073,825
$15,010,502
$14,091,488
$1,893,793,119
$421,490,754
$576,824,025

898
588
67
66
39
205
216
8,292
22,925
729

1,459
956
109
74
44
16
351
40,424
24,071
365

$1,751,200
$1,146,400
$130,800
$89,200
$52,800
$2,000
$421,200
$5,389,800
$3,209,600
$437,200

898
588
67
66
39
205
216
8,292
22,925
729

144,603
561,406
12,120
26,633
14,005
111,869
11,504
14,147,616
3,158,262
478,896

$177,164,843
$676,109,179
$14,812,968
$32,204,175
$17,021,025
$15,008,502
$13,670,288
$1,888,403,319
$418,281,154
$576,386,825

40-F

132

14,237

$17,084,560

132

66

$79,200

132

14,171

$17,005,360

Sch.
14A
Total

6,369

777,590

$103,678,712

6,369

3,344

$445,600

6,369

774,246

$103,233,112

40,526

19,526,610

$3,962,455,750

40,526

71,279

$13,155,000

40,526

19,455,331

$3,949,300,750

14.

COSTS TO FEDERAL GOVERNMENT

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 in fiscal
year 2019, based on the Commission’s computation of the value of staff time devoted to
this activity and related overhead.
15.

REASON FOR CHANGE IN BURDEN

The proposals in Release No. 33-10750 would modernize, simplify, and enhance
certain financial disclosure requirements. If adopted, the proposals would eliminate
duplicative disclosure and modernize and enhance MD&A. The Commission anticipated

11
12

From Column (D) in Table 1.
From Column (F) in Table 1.

6

that the proposals would, in the aggregate, reduce the burden and costs of affected
parties.
Specifically, the reasons for the change in burden for the specific amendments are
as follows:
Proposed Amendments and Effects

Affected Forms

Estimated Net Effect*

Item 301: Selected Financial Data
 Elimination of Item 301 requirement to furnish selected
financial data for each of the registrant’s last five fiscal years
because Item 303 already calls for disclosure of material
trend information, which would decrease the paperwork
burden by reducing repetitive information about a
registrant’s historical performance.
 Replacing the reference to Item 301 with a reference to
Rule 1-02(bb) of Regulation S-X in Items 1112, 1114, and
1115 of Regulation AB would generally result in similar
disclosure being presented under these Items, and therefore
not affect the burden estimate.
Item 302(a): Supplementary Financial Information

 Forms 10, 10-K, S-1, S-4,
and S-11

 2 hour net decrease in
compliance burden per form

 Schedule 14A**

 0.2 hour net decrease in
compliance burden per
schedule

 Forms SF-1 and SF-3

 No change in compliance
burden per form

 Elimination of Item 302(a) requirement to disclose selected
quarterly financial data of selected operating results because
Item 302(a) information is largely available in Forms 10-Q,
which would decrease the paperwork burden by reducing
repetitive information about a registrant’s quarterly
performance.

 Forms 10, 10-K, S-1, S-4,
and S-11

 3 hour net decrease in
compliance burden per form

 Schedule 14A**

 0.3 hour net decrease in
compliance burden per
schedule

 Forms 10, 10-K, S-1, S-4,
and S-11

 0.1 hour net decrease in
compliance burden per form

 Schedule 14A**

 0.1 hour net decrease in
compliance burden per
schedule

 Forms 10, 10-K, 10-Q, S-1,
S-4, and S-11

 2.6 hour net increase in
compliance burden per form

 Form 1-A ^

 0.3 hour net increase in
compliance burden per form

Item 302(b): Information About Oil and Gas Producing
Activities
 Elimination of Item 302(b) disclosures required for
registrants engaged in oil and gas producing activities would
decrease the paperwork burden by reducing repetitive
disclosure that, subject to the adoption of the FASB’s
Accounting Standards Update, will be duplicative of U.S.
GAAP.
Item 303(a): Full Fiscal Years
Restructuring and Streamlining:
 Establishing a new paragraph to emphasize the purpose of
the MD&A section at the outset to clarify and focus
registrants is expected to have a minimal impact on the
paperwork burden, as the change would codify existing
guidance. Estimated burden increase: 0.1 hour per form and
per schedule.
 Amendments to streamline the text of new Item 303 would
have no effect on the paperwork burden because these
amendments are clarifications of existing requirements.

7

 Schedule 14A**

 0.3 hour net increase in
compliance burden per
schedule

Capital Resources:
 Expanding Item 303(a)(2) to also require a discussion of
material cash requirements, in addition to commitments for
capital expenditures, would increase the paperwork burden.
Estimated burden increase: 1 hour per form and 0.1 hour
increase per schedule.
Results of Operations – Known Trends or Uncertainties:
 Amending Item 303(a)(3)(ii) to clarify that a registrant
should disclose reasonably likely changes in the relationship
between costs and revenues would increase the paperwork
burden, although this effect is expected to be minimal
because the amendment is consistent with existing guidance.
Estimated burden increase: 1.0 hour per form and 0.1 hour
increase per schedule.
Results of Operations – Net Sales, Revenues, and Line Item
Changes:
 Amending Item 303(a), Item 303(a)(3)(iii) and Instruction
4 to Item 303(a) to clarify that a registrant should include in
its MD&A a discussion of the reasons underlying material
changes from period-to-period in one or more line items
could marginally increase the paperwork burden by requiring
a more nuanced discussion consistent with the overall
objective of MD&A. Estimated burden increase: 1.0 hour
per form and 0.1 hour increase per schedule.
Results of Operations – Inflation and Price Changes:
 Eliminating the specific reference to inflation within Item
303(a)(3)(iv) for issuers should marginally reduce the
paperwork burden, although such decrease is expected to be
minimal. Estimated burden decrease: 0.5 hours per form
and 0.1 hour decrease per schedule.
Off-Balance Sheet Arrangements:
 Replacing Item 303(a)(4) with an instruction emphasizing
a more principles-based approach with respect to off-balance
sheet arrangement disclosures, would reduce duplicative
disclosures and decrease the paperwork burden. Estimated
burden decrease: 1.0 hour per form and 0.1 hour decrease
per schedule.
 Amending Items 2.03 and 2.04 of Form 8-K to retain the
definition of “off-balance sheet arrangements” that is
currently in Item 303(a)(4) would not result in any changes
in reporting obligations under Item 2.03 and Item 2.04 of
Form 8-K, and would therefore result in no change in
paperwork burden for this form.

8

Contractual Obligations Table:
 Eliminating Item 303(a)(5), the requirement that registrants
provide a tabular disclosure of contractual obligations, would
reduce duplicative disclosures and decrease the paperwork
burden. Estimated burden decrease: 1.0 hour per form and
0.1 hour decrease per schedule.
Critical Accounting Estimates:
 Amending Item 303 to explicitly require disclosure of
critical accounting estimates would provide more clarity on
the uncertainties involved in creating an accounting policy
and how significant accounting policies of registrants may
differ. This would increase the paperwork burden. Estimated
burden increase: 2.0 hours per form and 0.2 hour increase
per schedule.
Item 303(b): Interim Periods
 Amending Item 303(b) to allow for more flexibility in
interim periods compared and eliminating certain
instructions and providing cross-references to similar
instructions in Item 303(a) would decrease the paperwork
burden.

 Forms 10, 10-K, 10-Q, S-1,
S-4, and S-11

 4.0 hour net decrease in
compliance burden per form

 Form 1-A ^

 0.4 hour net decrease in
compliance burden per form

 Schedule 14A**

 0.4 hour net decrease in
compliance burden per
schedule

 Form 20-F

 2.0 hour net decrease in
compliance burden per form

 Form 40-F

 2.0 hour net decrease in
compliance burden per form

 Forms F-1 and F-4

 3.5 hour net decrease per
form

Item 303(c): Safe Harbor for Forward-Looking
Information
 Eliminating Item 303(c) as a conforming change would
have no effect on the paperwork burden.
Item 303(d): Accommodations for SRCs
 Eliminating Item 303(d) as a conforming change would
have no effect on the paperwork burden.
Effect on FPIs
 Eliminating Item 3.A and generally conforming Item 5 of
Form 20-F to the proposed amendments to Item 303 would
reduce the paperwork burden.
 Eliminating the contractual obligations disclosure
requirement and replacing the off-balance sheet disclosure
requirements in Forms 20-F and 40-F with a principles-based
instruction would reduce the paperwork burden.
 Amending current Instruction 11 to Item 303 to conform to
the hyperinflation disclosure requirements of Form 20-F
would not affect the paperwork burden.

9

Total

16.

 Form 1-A

 0.1 hour net decrease per
form

 Form 10-Q

 1.4 hour net decrease per
form

 Forms 10, 10-K, S-1, S-4,
and S-11

 6.5 hour net decrease per
form

 Schedule 14A

 0.7 hour net decrease per
form

 Forms F-1 and F-4

 3.5 hour net decrease per
form

 Form 20-F

 2.0 hour net decrease per
form

 Form 40-F

 2.0 hour net decrease per
form

INFORMATION COLLECTIONS PLANNED FOR STATISTICAL
PURPOSES
The information collections do not employ statistical methods.

17.

EXPLANATION AS TO WHY EXPIRATION DATE WILL NOT BE
DISPLAYED

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.

10

FORM S-1 SHORT STATEMENT
The proposals are intended to modernize, simplify, and enhance certain financial
disclosure requirements. The proposals are also intended to eliminate duplicative
disclosures and modernize and enhance MD&A disclosure for the benefit of investors,
while simplifying compliance efforts for registrants. We anticipate that the amendments
would, in the aggregate, reduce the burdens and costs to registrants associated with
compliance with the federal securities disclosure regime. These estimated burden and
cost reductions are expected to result primarily from proposals to (i) eliminate disclosure
of five years of selected financial data; (ii) eliminate disclosure of two years of
supplementary quarterly financial data; and (iii) revise the interim MD&A requirement to
allow for more flexibility. For purposes of the PRA, we estimate that the proposals to
Form S-1 will result in a net decrease of 1,459 burden hours and a net decrease in the cost
burden of $1,751,200 for the services of outside professionals.

11

FORM S-4 SHORT STATEMENT
The proposals are intended to modernize, simplify and enhance certain financial
disclosure requirements. The proposals are also intended to eliminate duplicative
disclosures and modernize and enhance MD&A disclosure for the benefit of investors,
while simplifying compliance efforts for registrants. We anticipate that the proposals
would, in the aggregate, reduce the burdens and costs to registrants associated with
compliance with the federal securities disclosure regime. These estimated burden and
cost reductions are expected to result primarily from proposals to (i) eliminate disclosure
of five years of selected financial data; (ii) eliminate disclosure of two years of
supplementary quarterly financial data; and (iii) revise the interim MD&A requirement to
allow for more flexibility. For purposes of the PRA, we estimate that the proposals to
Form S-4 will result in a net decrease of 956 burden hours and a net decrease in the cost
burden of $1,146,400 for the services of outside professionals.

12

FORM S-11 SHORT STATEMENT
The proposals are intended to modernize, simplify and enhance certain financial
disclosure requirements. The proposals are also intended to eliminate duplicative
disclosures and modernize and enhance MD&A disclosure for the benefit of investors,
while simplifying compliance efforts for registrants. We anticipate that the proposals
would, in the aggregate, reduce the burdens and costs to registrants associated with
compliance with the federal securities disclosure regime. These estimated burden and
cost reductions are expected to result primarily from proposals to (i) eliminate disclosure
of five years of selected financial data; (ii) eliminate disclosure of two years of
supplementary quarterly financial data; and (iii) revise the interim MD&A requirement to
allow for more flexibility. For purposes of the PRA, we estimate that the proposals to
Form S-11 will result in a net decrease of 109 burden hours and a net decrease in the cost
burden of $130,800 for the services of outside professionals.

13

FORM F-1 SHORT STATEMENT
The proposals are intended to modernize, simplify and enhance certain financial
disclosure requirements. The proposals are also intended to eliminate duplicative
disclosures and modernize and enhance MD&A disclosure for the benefit of investors,
while simplifying compliance efforts for registrants. We anticipate that the proposals
would, in the aggregate, reduce the burdens and costs to registrants associated with
compliance with the federal securities disclosure regime. These estimated burden and
cost reductions are expected to result primarily from proposals to (i) eliminate disclosure
of selected financial data; (ii) eliminate the contractual obligations table; and (iii) replace
the off-balance sheet disclosure requirement with a principles-based instruction. For
purposes of the PRA, we estimate that the proposals to Form F-1 will result in a net
decrease of 74 burden hours and a net decrease in the cost burden of $89,200 for the
services of outside professionals.

14

FORM F-4 SHORT STATEMENT
The proposals are intended to modernize, simplify and enhance certain financial
disclosure requirements. The proposals are also intended to eliminate duplicative
disclosures and modernize and enhance MD&A disclosure for the benefit of investors,
while simplifying compliance efforts for registrants. We anticipate that the proposals
would, in the aggregate, reduce the burdens and costs to registrants associated with
compliance with the federal securities disclosure regime. These estimated burden and
cost reductions are expected to result primarily from proposals to (i) eliminate disclosure
of selected financial data; (ii) eliminate the contractual obligations table; and (iii) replace
the off-balance sheet disclosure requirement with a principles-based instruction. For
purposes of the PRA, we estimate that the proposals to Form F-4 will result in a net
decrease of 44 burden hours and a net decrease in the cost burden of $52,800 for the
services of outside professionals.

15

FORM 1-A SHORT STATEMENT
The proposals are intended to modernize, simplify and enhance certain financial
disclosure requirements. The proposals are also intended to eliminate duplicative
disclosures and modernize and enhance MD&A disclosure for the benefit of investors,
while simplifying compliance efforts for registrants. We anticipate that the proposals
would, in the aggregate, reduce the burdens and costs to registrants associated with
compliance with the federal securities disclosure regime. These estimated burden and
cost reductions are expected to result primarily from proposals to streamline the
requirement for MD&A. For purposes of the PRA, we estimate that the proposals to
Form 1-A will result in a net decrease of 16 burden hours and a net decrease in the cost
burden of $2,000 for the services of outside professionals.

16

FORM 10 SHORT STATEMENT
The proposals are intended to modernize, simplify and enhance certain financial
disclosure requirements. The proposals are also intended to eliminate duplicative
disclosures and modernize and enhance MD&A disclosure for the benefit of investors,
while simplifying compliance efforts for registrants. We anticipate that the proposals
would, in the aggregate, reduce the burdens and costs to registrants associated with
compliance with the federal securities disclosure regime. These estimated burden and
cost reductions are expected to result primarily from proposals to (i) eliminate disclosure
of five years of selected financial data; (ii) eliminate disclosure of two years of
supplementary quarterly financial data; and (iii) revise the interim MD&A requirement to
allow for more flexibility. For purposes of the PRA, we estimate that the proposals to
Form 10 will result in a net decrease of 351 burden hours and a net decrease in the cost
burden of $421,200 for the services of outside professionals.

17

FORM 10-K SHORT STATEMENT
The proposals are intended to modernize, simplify and enhance certain financial
disclosure requirements. The proposals are also intended to eliminate duplicative
disclosures and modernize and enhance MD&A disclosure for the benefit of investors,
while simplifying compliance efforts for registrants. We anticipate that the proposals
would, in the aggregate, reduce the burdens and costs to registrants associated with
compliance with the federal securities disclosure regime. These estimated burden and
cost reductions are expected to result primarily from proposals to (i) eliminate disclosure
of five years of selected financial data; (ii) eliminate disclosure of two years of
supplementary quarterly financial data; and (iii) revise the interim MD&A requirement to
allow for more flexibility. For purposes of the PRA, we estimate that the proposals to
Form 10-K will result in a net decrease of 40,424 burden hours and a net decrease in the
cost burden of $5,389,800 for the services of outside professionals.

18

FORM 10-Q SHORT STATEMENT
The proposals are intended to modernize, simplify and enhance certain financial
disclosure requirements. The proposals are also intended to eliminate duplicative
disclosures and modernize and enhance MD&A disclosure for the benefit of investors,
while simplifying compliance efforts for registrants. We anticipate that the proposals
would, in the aggregate, reduce the burdens and costs to registrants associated with
compliance with the federal securities disclosure regime. These estimated burden and
cost reductions are expected to result primarily from proposal to revise the interim
MD&A requirement to allow for more flexibility. For purposes of the PRA, we estimate
that the proposals to Form 10-Q will result in a net decrease of 24,071 burden hours and a
net decrease in the cost burden of $3,209,600 for the services of outside professionals.

19

FORM 20-F SHORT STATEMENT
The proposals are intended to modernize, simplify and enhance certain financial
disclosure requirements. The proposals are also intended to eliminate duplicative
disclosures and modernize and enhance MD&A disclosure for the benefit of investors,
while simplifying compliance efforts for registrants. We anticipate that the proposals
would, in the aggregate, reduce the burdens and costs to registrants associated with
compliance with the federal securities disclosure regime. These estimated burden and
cost reductions are expected to result primarily from proposals to (i) eliminate disclosure
of selected financial data; (ii) eliminate the contractual obligations table; and (iii) replace
the off-balance sheet disclosure requirement with a principles-based instruction. For
purposes of the PRA, we estimate that the proposals to Form 20-F will result in a net
decrease of 365 burden hours and a net decrease in the cost burden of $437,200 for the
services of outside professionals.

20

FORM 40-F SHORT STATEMENT
The proposals are intended to modernize, simplify and enhance certain financial
disclosure requirements. The proposals are also intended to eliminate duplicative
disclosures and modernize and enhance MD&A disclosure for the benefit of investors,
while simplifying compliance efforts for registrants. We anticipate that the proposals
would, in the aggregate, reduce the burdens and costs to registrants associated with
compliance with the federal securities disclosure regime. These estimated burden and
cost reductions are expected to result primarily from proposals to (i) eliminate disclosure
of selected financial data; (ii) eliminate the contractual obligations table; and (iii) replace
the off-balance sheet disclosure requirement with a principles-based instruction. For
purposes of the PRA, we estimate that the proposals to Form 40-F will result in a net
decrease of 66 burden hours and a net decrease in the cost burden of $79,200 for the
services of outside professionals.

21

SCHEDULE 14A SHORT STATEMENT
The proposals are intended to modernize, simplify and enhance certain financial
disclosure requirements. The proposals are also intended to eliminate duplicative
disclosures and modernize and enhance MD&A disclosure for the benefit of investors,
while simplifying compliance efforts for registrants. We anticipate that the proposals
would, in the aggregate, reduce the burdens and costs to registrants associated with
compliance with the federal securities disclosure regime. These estimated burden and
cost reductions are expected to result primarily from proposals to (i) eliminate disclosure
of five years of selected financial data; (ii) eliminate disclosure of two years of
supplementary quarterly financial data; and (iii) revise the interim MD&A requirement to
allow for more flexibility. For purposes of the PRA, we estimate that the proposals to
Schedule 14A will result in a net decrease of 3,344 burden hours and a net decrease in the
cost burden of $445,600 for the services of outside professionals.

22