Form T-2.SupportingStatement.2022

SUPPORTING STATEMENT
FOR THE PAPERWORK REDUCTION ACT INFORMATION COLLECTION
SUBMISSION FOR FORM T-2

A.

JUSTIFICATION
1.

Circumstances Making the Collection of Information Necessary

An individual proposing to serve as a trustee under an indenture to be qualified under the
Trust Indenture Act of 1939 (“Act”) must state his eligibility and qualification on Form a T-2
filed with the Securities and Exchange Commission (“Commission”). Form T-2 requires a
potential trustee to disclose affiliations with the issuer and its underwriters, trusteeships under
other indentures of the same issuer, certain relationships between the trustee and the issuer or an
underwriter for the issuer including a directorship, partnership, office holding or employment, the
amount of securities of the issuer or any of its underwriters held by the trustee, and holdings by
the trustee of any securities of a person owning 50% or more of the voting securities of the
issuer.
2.

Purpose and Use of the Information Collection

Form T-2 is reviewed by the staff in deciding whether to qualify an indenture relating to
securities offered to the public in an offering registered with the Commission under the Securities
Act of 1933 or, if the offering is not registered, upon application for qualification under the Form
T-3 pursuant to the Act. The information in the Form T-2 provides a basis for deciding that the
trustee is qualified. The basis for that decision would be unavailable without the information
disclosed in Form T-2.
3.

Consideration Given to Information Technology

The information required by Form T-2 (Exhibit 25) is filed electronically with the
Commission on the EDGAR system as a part of a company’s registration statement.
4.

Duplication of Information

Form T-2 contains information regarding an applicant’s current relationships with a
particular issuer and other specific entities. The form is filed only once. There is no possibility
of duplication and similar information does not exist.
5.

Reducing the Burden on Small Entities

Small entities do not file Form T-2.

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6.

Consequences of Not Conducting Collection

Form T-2 is filed only once and similar information is non-existent. Furthermore, fewer
collections would eliminate a basis for qualification of the indenture.
7.

Special Circumstances

There are no special circumstances.
8.

Consultations with Persons Outside the Agency

No comments were received on this request during the 60-day comment period prior to
OMB’s review of this submission.
9.

Payment or Gift to Respondents

No payment or gift has been provided to any respondents.
10.

Confidentiality

All documents filed with the Commission are public documents.
11.

Sensitive Questions

No information of a sensitive nature, including social security numbers, will be required
under this collection of information. The information collection collects basic Personally
Identifiable Information (PII) that may include 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 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.

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12.

Estimate of Respondent Reporting Burden

Estimated Reporting Burden
Information
Collection
Title
Form T-2

OMB Control
Number

Number of
Responses

Burden
Hours

3235-0111

9

18

For purposes of the Paperwork Reduction Act (“PRA”), we estimate that Form T-2 takes
approximately 9 hours per response to comply with the collection of information requirements
and is filed by approximately 9 respondents. We derived our burden hour estimates by
estimating the average number of hours it would take a trustee to compile the necessary
information and data to prepare any necessary documents and retain records. In connection with
rule amendments to the form, we occasionally receive PRA estimates from public commenters
about incremental burdens that are used in our burden estimates. We further estimate that 25%
(2 hours) of the collection of information burden is carried by the trustee internally and that 75%
(7 hours) of the burden of preparation is carried by outside professionals retained by the trustee to
assist in the preparation of the form. Based on our estimates, we calculated the total reporting
burden to be 18 hours (2 hours per response x 9 responses). For administrative convenience, the
paperwork burden hours has been rounded to the nearest whole number. The burden estimate for
the hours is made solely for the purpose of the Paperwork Reduction Act.
13.

Estimate of Total Annualized Cost Burden
Estimated Cost Burden
Information
Collection
Title
Form T-2

OMB Control
Number

Number of
Responses

Cost
Burden

3235-0111

9

$25,200

We estimate that 75% of the 9 hours per response (7 hours) is prepared by the filer’s
outside professionals. We estimate an hourly cost of $400 for outside legal and accounting
services used in connection with public company reporting. This estimate is based on our
consultations with registrants and professional firms who regularly assist registrants in preparing
and filing disclosure documents with the Commission. Based on this estimate, we calculated the
total burden cost to be $25,200 ($400 x 7 hours per response x 9 responses). Our estimates
reflect average burdens, and therefore, some companies may experience costs in excess of our
estimates and some companies may experience costs that are lower than our estimates. For
administrative convenience, the paperwork cost burden has been rounded to the nearest dollar.
The cost burden estimate is made solely for the purpose of the Paperwork Reduction Act.

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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 $119,447,840 in fiscal year 2020, 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

There is no change in burden.
16.

Information Collection Planned for Statistical Purposes

The information collection is not planned for statistical purposes.
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 Paperwork Reduction Act submissions.

B.

STATISTICAL METHODS
The information collection does not employ statistical methods.