Guide 3.SupportingStatement.Final

Guide 3.SupportingStatement.Final.pdf

Form S-1 Registration Statement

OMB: 3235-0065

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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 (“PRA”).1
A.

JUSTIFICATION
1.

CIRCUMSTANCES MAKING THE COLLECTION OF INFORMATION
NECESSARY

In Release No. 33-10835 (“Adopting Release”),2 the Securities and Exchange
Commission (“Commission”) adopted rules to update the disclosure of information for banks,
bank holding companies (“BHCs”), savings and loan associations, and savings and loan holding
companies (together, “bank and savings and loan registrants”). Prior to adoption, these
registrants provided many disclosures in response to the items set forth in Industry Guide 3
(“Guide 3”), Statistical Disclosure by Bank Holding Companies, which were not Commission
rules.3 The rules update and expand the disclosures that registrants are required to provide;
codify certain Guide 3 disclosure items; and eliminate other Guide 3 disclosure items that
overlap with Commission rules, U.S. Generally Accepted Accounting Principles (“U.S. GAAP”),
or International Financial Reporting Standards (“IFRS”). In addition, the Commission relocated
the codified disclosure requirements to a new subpart of Regulation S-K4 and rescinded Guide
3.5
The rules contain “collection of information” requirements within the meaning of the
PRA. The titles of the collections of information impacted by the amendments are:6

1
2

3

4
5

6

7
8

Form S-17 (OMB Control No. 3235-0065);8

44 U.S.C. §3501, et seq.
Update of Statistical Disclosures for Bank and Savings and Loan Registrants, Release No. 33-10835 (Sept. 11,
2020) [85 FR 66108 (Oct. 16, 2020)].
When the Commission published Guide 3, it indicated that the Guide was not a Commission rule, but rather
represented the policies and practices followed by the Division of Corporation Finance in administering the
disclosure requirements of the federal securities laws. See Rescission of Guides and Redesignation of Industry
Guides, Release No. 33-6384 (Mar. 16, 1982) [47 FR 11476].
15 U.S.C. 229.10 through 229.1305.
Although the disclosure Items in Guide 3 are not Commission rules, under existing practice, affected registrants
provided many of these disclosures in response to Guide 3. Therefore, the burdens associated with these
disclosure requirements are already included in the current burden hours and costs for the affected forms. As
such, for PRA purposes, the Commission only revised the burdens and costs of the affected forms to reflect
changes to the existing Guide 3 disclosure items in the rules.
The paperwork burdens for Form S-3 (OMB Control No. 3235-0073) and Form F-3 (OMB Control No. 32350256) that result from the 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, the Commission does not estimate
any burdens on those forms that would result from the rules.
17 CFR 239.11.
The Commission did not adjust 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 final rules

1









Form S-49 (OMB Control No. 3235-0324);
Form F-110 (OMB Control No. 3235-0258);
Form F-411 (OMB Control No. 3235-0325);
Form 1012 (OMB Control No. 3235-0064);
Form 10-K13 (OMB Control No. 3235-0064);
Form 20-F (OMB Control No. 3235-0063); and
Regulation A (Form 1-A)14 (OMB Control No. 3235-0286).
2.

PURPOSE AND USE OF THE INFORMATION COLLECTION

The Commission adopted rules to update the statistical disclosures for bank and savings
and loan registrants. By its terms, Guide 3 applies to BHCs15 and calls for disclosure 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 rules rescind Guide 3 and update and codify into a new Subpart 1400 of Regulation
S-K certain the Guide 3 disclosure items that do not overlap with existing disclosure
requirements in Commission rules, U.S. GAAP, or IFRS, while adding to that Subpart certain
credit ratio disclosure requirements. New Subpart 1400 applies to bank and savings and loan
registrants. The rules are expected to streamline bank and savings and loan registrants’
compliance efforts and may enhance comparability across issuers to the benefit of both
registrants and investors.
3.

9
10
11
12
13
14
15

CONSIDERATION GIVEN TO INFORMATION TECHNOLOGY

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 final rules in a registration or offering statement as it would in an
annual report. However, the Commission recognizes 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, the
Commission assigns 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.
17 CFR 239.25.
17 CFR 239.31.
17 CFR 239.34.
17 CFR 249.210.
17 CFR 249.310.
17 CFR 239.90.
Although Guide 3 only applies to BHCs, the disclosures called for by Guide 3 are also provided by other
registrants with material lending and deposit activities, including savings and loan holding companies. Many
registrants refer to Staff Accounting Bulletin Topic 11:K – Application of Article 9 and Guide 3 (“SAB 11:K”),
which states that “[t]he SEC staff believes [Guide 3 information] would be material to a description of business
of [non-BHC] registrants with material lending and deposit activities . . .” The Industry Guides and SAB 11:K
are not rules, regulations or statements of the Commission. In light of the adoption of these amendments, the
staff intends to rescind SAB 11:K.

2

The forms affected by the amendments are filed electronically with the Commission
using the Commission’s Electronic Data Gathering and Retrieval (“EDGAR”) system.
4.

DUPLICATION OF INFORMATION

The rules eliminate the Guide 3 disclosures that overlap with Commission rules, U.S.
GAAP, or IFRS. Similarly, the rules do 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

In Release No. 33-10688 (“Proposing Release”),16 the Commission certified, under
section 605(b) of the Regulatory Flexibility Act (“RFA”), that, when adopted, the proposed
amendments to the rules would not have a significant economic impact on a substantial number
of small entities. The Commission solicited comments regarding this certification and received
no comments. The Commission adopted rules as proposed with one substantive change relating
to the new credit ratio disclosure requirements. The Commission does not believe that this
change alters the basis upon which the certification in the Proposing Release was made.
Accordingly, as part of its RFA Act Analysis, the Commission determined that the rules do not
have a significant economic impact on a substantial number of 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

In the Proposing Release, the Commission proposed amendments to update the statistical
disclosures for banking registrants and solicited comment on the new “collection of information”
requirements and associated paperwork burdens. In addition, the Commission submitted the
proposed amendments to the Office of Management and Budget (“OMB”) for review in
accordance with the PRA.17 The Commission considered all comments received prior to
adopting the amendments as required by 5 C.F.R. 1320.11(f). While several commenters
provided comments on the possible costs of the proposed amendments, no commenters
specifically addressed the PRA analysis. The comment letters are available to the public on the
Commission’s website at https://www.sec.gov/comments/s7-02-17/s70217.htm. Where
16

17

Update of Statistical Disclosures for Bank and Savings and Loan Registrants, Release No. 33-10688 (Sept. 17,
2019) [84 FR 52936 (Oct. 3, 2019)].
44 U.S.C. 3507(d) and 5 CFR 1320.11.

3

appropriate, the Commission has revised its burden estimates after considering these comments
as well as differences between the proposed and final rules.
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 would be required under the information collections
that are affected by these rulemaking amendments. The information collections collect basic
Personally Identifiable Information that may include a 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.
12. and 13.

ESTIMATES OF HOUR AND COST BURDENS

The paperwork burden estimates associated with the rules include the burdens
attributable to collecting, preparing, reviewing, and retaining records.
The Commission estimates that, currently, approximately 493 bank and savings and loan
registrants provide the disclosures set forth in Guide 3. These registrants have to provide the
disclosures required by the rules in Securities Act registration statements filed on Forms S-1, S3, 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. These registrants are referred to in this analysis
as “affected registrants.”
The rules update and expand the disclosures that registrants are required to provide,
codify certain disclosure items set forth in Guide 3, and eliminate other Guide 3 disclosure items
that overlap with Commission rules, U.S. GAAP, or IFRS. In addition, the rules relocate
codified disclosure requirements into a new Subpart 1400 of Regulation S-K, which applies to
bank and savings and loan registrants.
The Commission estimates the burden changes for specific portions of the rules as
follows:

4

(a) Item 1402 requires additional disclosure related to the distribution of assets, liabilities,
and stockholders’ equity and interest rate and interest differential. The Commission
estimates that this aspect of the rules will increase the burdens and costs of an affected
annual report by two hours per year and increase the burdens and costs of an affected
registration or offering statement by one hour per year.
(b) Item 1403 requires disclosure related to investment portfolios that is consistent with the
current disclosures in Item II of Guide 3. The Commission estimates that there will be no
change to the burdens and costs of an affected annual report or registration or offering
statement as a result of this aspect of the rules.
(c) Item 1404 requires additional disclosure related to interest rates for all loan categories.
The Commission estimates that this aspect of the rules will increase the burdens and costs
of an affected annual report by three hours per year and increase the burdens and costs of
an affected registration or offering statement by one hour per year.
(d) Item 1405(c) requires disclosure related to allowance for credit losses that is consistent
with the disclosures in Item IV of Guide 3. The Commission estimates that there will be
no change to the burdens and costs of an affected annual report or registration or offering
statement as a result of this aspect of the rules.
(e) Item 1406 requires additional disclosure related to deposits. The Commission estimates
that this aspect of the rules will increase the burdens and costs of an affected annual
report by three burden hours per year and will increase the burdens and costs of an
affected registration or offering statement by one hour per year.
(f) The rules do not require the disclosure related to return on equity and assets that was in
Item VI of Guide 3. The Commission estimates that not requiring this disclosure will
decrease the burdens and costs of an affected annual report by two burden hours per year
and decrease the burdens and costs of an affected registration or offering statement by
one hour per year.
(g) Rule 1402 requires the disclosure related to average amount outstanding and interest
paid, but does not require the remaining short-term borrowings disclosure set forth in
Item VII of Guide 3. The Commission estimates that not requiring the latter disclosure
will decrease the burdens and costs of an affected annual report by four burden hours per
year and decrease the burdens and costs of an affected registration or offering statement
by one hour per year.
(h) Rules 1405(a) and (b) require credit ratios and related disclosure for the same periods for
which the Commission’s rules require financial statements for those filings. The
Commission estimates that this aspect of the rules will increase the burdens and costs of
an affected annual report by six burden hours per year and increase the burdens and costs
of an affected registration or offering statement by one hour per year.

5

The table below shows the estimated changes in internal burden hours and costs for
outside professionals from the changes described above. For purposes of the PRA, total burden
is to be allocated between internal burden hours and outside professional costs. The Commission
estimates that, for Form 10-K and Form 1-A, 75% of the burden of preparation is carried by the
company internally and 25% of the burden is carried by outside professionals; for Forms 20-F, S1, S-4, F-1, F-4 and 10, 25% of the burden of preparation is carried by the company internally
and 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.18
Table 1. Estimated Total Increase in Internal Burden Hours and Costs for Outside
Professional as a Result of the Rules.
Form

Total
Number
of
Affected
Forms
(A)

Burden
Hour
Change
Per Form
(B)

Calculations
for Burden
Hour
Change Per
Form
(C)

Total Change
in Internal
Burden Hours
(D)
[(A) x (B) = (D)]

Outside
Professional
Costs
Change
Per Form
(E)

Calculations
for Burden
Hour
Change Per
Form
(F)

Total Change
in Outside
Professional
Cost
(G)
[(A) x (E) = (G)]

Form 10-K
Subsection a (Item
1402 of S-K)

450

1.5

Subsection b (Item
1403 of S-K)
Subsection c (Item
1404 of S-K)

0

0

450

2.25

0

0

450

2.25

Subsection f (Item
VI of Guide 3)

450

(1.5)

Subsection g (Item
1402 of S-K)

450

(3)

Subsection h
(Items 1405(a) and
(b) of S-K)
Form 10-K
TOTAL

450

4.5

Subsection d (Item
1405(c) of S-K)
Subsection e (Item
1406 of S-K)

18

Two hours x
0.75 = 1.5
hours
n/a

675

$200

0

$0

Three hours x
0.75 = 2.25
hours
n/a

1,012.5

$300

0

$0

Three hours x
0.75 = 2.25
hours
Two hours x
0.75 = 1.5
hours
Four hours x
0.75 = 3 hours

1,012.5

$300

(675)

($200)

(1,350)

($400)

Six hours x
0.75 = 4.5
hours

2,025

$600

2,700

(Two hours x
0.25) x $400 =
$200
n/a

$90,000

(Three hours x
0.25) x $400 =
$300
n/a

$135,000

(Three hours x
0.25) x $400 =
$300
(Two hours x
0.25) x $400 =
$200
(Four hours x
0.25) x $400 =
$400
(Six hours x
0.25) x $400 =
$600

$135,000

0

0

($90,000)
($180,000)
270,000

$360,000

The Commission recognizes that the costs of retaining outside professionals may vary depending on the nature
of the professional services, but for purposes of this PRA analysis, the Commission estimates 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.

6

Form 20-F
Form 20-F
(Ann. Report)
Subsection a (Item
1402 of S-K)
Subsection b (Item
1403 of S-K)
Subsection c (Item
1404 of S-K)
Subsection d (Item
1405(c) of S-K)
Subsection e (Item
1406 of S-K)

43

0.5

0

0
0.75

43
0

0

43

0.75

Subsection f (Item
VI of Guide 3)

43

(0.5)

Subsection g (Item
1402 of S-K)

43

(1)

Subsection h
(Items 1405(a) and
(b) of S-K)
Form 20-F
(Ann. Report)
TOTAL
Form 20-F
(Reg. Statement)
Subsection a (Item
1402 of S-K)

43

1.5

1

0.25

Subsection b (Item
1403 of S-K)
Subsection c (Item
1404 of S-K)

0

0

1

0.25

Subsection d (Item
1405(c) of S-K)
Subsection e (Item
1406 of S-K)

0

0

1

0.25

Subsection f (Item
VI of Guide 3)

1

(0.25)

Subsection g (Item
1402 of S-K)

1

(0.25)

Subsection h
(Items 1405(a) and
(b) of S-K)
Form 20-F
(Reg. Statement)
TOTAL
Form 20-F
TOTAL

1

0.25

Two hours x
0.25 = 0.5
hours
n/a

21.5

$600

0

$0

Three hours x
0.25 = .75
hours
n/a

32.25

$900

0

$0

Three hours x
0.25 = 0.75
hours
Two hours x
0.25 = 0.5
hours
Four hours x
0.25 = 1 hours

32.25

$900

(21.5)

($600)

(43)

($1,200)

64.5

$1,800

Six hours x
0.25 = 1.5
hours

(Two hours x
0.75) x $400 =
$600
n/a

$25,800

(Three hours x
0.75) x $400 =
$900
n/a

$38,700

(Three hours x
0.75) x $400 =
$900
(Two hours x
0.75) x $400 =
$600
(Four hours x
0.75) x $400 =
$1,200
(Six hours x
0.75) x $400 =
$1,800

$38,700

86

0

($25,800)
($51,600)
$77,400

$103,200

One hour x
0.25 = 0.25
hours
n/a

0.25

$300

0

$0

One hour x
0.25 = 0.25
hours
n/a

0.25

$300

0

$0

One hour x
0.25 = 0.25
hours
One hour x
0.25 = 0.25
hours
One hour x
0.25 = 0.25
hours
One hour x
0.25 = 0.25
hours

0.25

$300

(0.25)

($300)

(0.25)

($300)

0.25

$300

7

0

(One hour x
0.75) x $400 =
$300
n/a

$300

One hour x
0.75) x $400 =
$300
n/a

$300

One hour x
0.75) x $400 =
$300
One hour x
0.75) x $400 =
$300
One hour x
0.75) x $400 =
$300
One hour x
0.75) x $400 =
$300

$300

$0

$0

($300)
($300)
$300

0.50

$600

86.5

$103,800

[20-F Ann. Report
Total + 20-F Reg.
Statement Total]

Form S-1
Subsection a (Item
1402 of S-K)

15

0.25

Subsection b (Item
1403 of S-K)
Subsection c (Item
1404 of S-K)

0

0

15

0.25

0

0

15

0.25

Subsection f (Item
VI of Guide 3)

15

(0.25)

Subsection g (Item
1402 of S-K)

15

(0.25)

Subsection h
(Items 1405(a) and
(b) of S-K)
Form S-1
TOTAL

15

0.25

Subsection d (Item
1405(c) of S-K)
Subsection e (Item
1406 of S-K)

One hour x
0.25 = 0.25
hours
n/a

3.75

$300

0

0

One hour x
0.25 = 0.25
hours
n/a

3.75

$300

0

0

One hour x
0.25 = 0.25
hours
One hour x
0.25 = 0.25
hours
One hour x
0.25 = 0.25
hours
One hour x
0.25 = 0.25
hours

3.75

$300

(3.75)

($300)

(3.75)

($300)

3.75

$300

(One hour x
0.75) x $400 =
$300
n/a

$4,500

(One hour x
0.75) x $400 =
$300
n/a

$4,500

(One hour x
0.75) x $400 =
$300
(One hour x
0.75) x $400 =
$300
(One hour x
0.75) x $400 =
$300
(One hour x
0.75) x $400 =
$300

$4,500

7.5

0

0

($4,500)
($4,500)
$4,500

$9,000

Form S-4
Subsection a (Item
1402 of S-K)

87

0.25

Subsection b (Item
1403 of S-K)
Subsection c (Item
1404 of S-K)

0

0

87

0.25

0

0

87

0.25

Subsection f (Item
VI of Guide 3)

87

(0.25)

Subsection g (Item
1402 of S-K)

87

(0.25)

Subsection h
(Items 1405(a) and
(b) of S-K)
Form S-4
TOTAL

87

0.25

Subsection d (Item
1405(c) of S-K)
Subsection e (Item
1406 of S-K)

One hour x
0.25 = 0.25
hours
n/a

21.75

$300

0

0

One hour x
0.25 = 0.25
hours
n/a

21.75

$300

0

0

One hour x
0.25 = 0.25
hours
One hour x
0.25 = 0.25
hours
One hour x
0.25 = 0.25
hours
One hour x
0.25 = 0.25
hours

21.75

$300

(21.75)

($300)

(21.75)

($300)

21.75

$300

43.5

8

(One hour x
0.75) x $400 =
$300
n/a

$26,100

(One hour x
0.75) x $400 =
$300
n/a

$26,100

(One hour x
0.75) x $400 =
$300
(One hour x
0.75) x $400 =
$300
(One hour x
0.75) x $400 =
$300
(One hour x
0.75) x $400 =
$300

$26,100

0

0

($26,100)
($26,100)
$26,100

$52,200

Form F-1
Subsection a (Item
1402 of S-K)

1

0.25

Subsection b (Item
1403 of S-K)
Subsection c (Item
1404 of S-K)

0

0

1

0.25

Subsection d (Item
1405(c) of S-K)
Subsection e (Item
1406 of S-K)

0

0

1

0.25

Subsection f (Item
VI of Guide 3)

1

(0.25)

Subsection g (Item
1402 of S-K)

1

(0.25)

Subsection h
(Items 1405(a) and
(b) of S-K)
Form F-1
TOTAL

1

0.25

One hour x
0.25 = 0.25
hours
n/a

0.25

$300

0

0

One hour x
0.25 = 0.25
hours
n/a

0.25

$300

0

0

One hour x
0.25 = 0.25
hours
One hour x
0.25 = 0.25
hours
One hour x
0.25 = 0.25
hours
One hour x
0.25 = 0.25
hours

0.25

$300

(0.25)

($300)

(0.25)

($300)

0.25

$300

(One hour x
0.75) x $400 =
$300
n/a

$300

(One hour x
0.75) x $400 =
$300
n/a

$300

(One hour x
0.75) x $400 =
$300
(One hour x
0.75) x $400 =
$300
(One hour x
0.75) x $400 =
$300
(One hour x
0.75) x $400 =
$300

$300

0.5

$0

$0

($300)
($300)
$300

$600

Form F-4
Subsection a (Item
1402 of S-K)

2

0.25

Subsection b (Item
1403 of S-K)
Subsection c (Item
1404 of S-K)

0

0

2

0.25

Subsection d (Item
1405(c) of S-K)
Subsection e (Item
1406 of S-K)

0

0

2

0.25

Subsection f (Item
VI of Guide 3)

2

(0.25)

Subsection g (Item
1402 of S-K)

2

(0.25)

Subsection h
(Items 1405(a) and
(b) of S-K)
Form F-4
TOTAL

2

0.25

One hour x
0.25 = 0.25
hours
n/a

0.5

$300

0

0

One hour x
0.25 = 0.25
hours
n/a

0.5

$300

0

0

One hour x
0.25 = 0.25
hours
One hour x
0.25 = 0.25
hours
One hour x
0.25 = 0.25
hours
One hour x
0.25 = 0.25
hours

0.5

$300

(0.5)

($300)

(0.5)

($300)

0.5

$300

(One hour x
0.75) x $400 =
$300
n/a

$600

(One hour x
0.75) x $400 =
$300
n/a

$600

(One hour x
0.75) x $400 =
$300
(One hour x
0.75) x $400 =
$300
(One hour x
0.75) x $400 =
$300
(One hour x
0.75) x $400 =
$300

$600

1.0

$0

$0

($600)
($600)
$600

$1,200

Form 10
Subsection a (Item
1402 of S-K)

2

0.25

Subsection b (Item

0

0

One hour x
0.25 = 0.25
hours
n/a

9

0.5

$300

0

0

(One hour x
0.75) x $400 =
$300
n/a

$600
$0

1403 of S-K)
Subsection c (Item
1404 of S-K)

2

0.25

Subsection d (Item
1405(c) of S-K)
Subsection e (Item
1406 of S-K)

0

0

2

0.25

Subsection f (Item
VI of Guide 3)

2

(0.25)

Subsection g (Item
1402 of S-K)

2

(0.25)

Subsection h
(Items 1405(a) and
(b) of S-K)
Form 10
TOTAL

2

0.25

One hour x
0.25 = 0.25
hours
n/a

0.5

$300

0

0

One hour x
0.25 = 0.25
hours
One hour x
0.25 = 0.25
hours
One hour x
0.25 = 0.25
hours
One hour x
0.25 = 0.25
hours

0.5

$300

(0.5)

($300)

(0.5)

($300)

0.5

$300

(One hour x
0.75) x $400 =
$300
n/a

$600

(One hour x
0.75) x $400 =
$300
(One hour x
0.75) x $400 =
$300
(One hour x
0.75) x $400 =
$300
(One hour x
0.75) x $400 =
$300

$600

1.0

$0

($600)
($600)
$600

$1,200

Form 1-A
Subsection a (Item
1402 of S-K)

1

0.75

Subsection b (Item
1403 of S-K)
Subsection c (Item
1404 of S-K)

0

0

1

0.75

Subsection d (Item
1405(c) of S-K)
Subsection e (Item
1406 of S-K)

0

0

1

0.75

Subsection f (Item
VI of Guide 3)

1

(0.75)

Subsection g (Item
1402 of S-K)

1

(0.75)

Subsection h
(Items 1405(a) and
(b) of S-K)
Form 1-A
TOTAL

1

0.75

14.

One hour x
0.75 = 0.75
hours
n/a

0.75

$100

0

$0

One hour x
0.75 = 0.75
hours
n/a

0.75

$100

0

$0

One hour x
0.75 = 0.75
hours
One hour x
0.75 = 0.75
hours
One hour x
0.75 = 0.75
hours
One hour x
0.75 = 0.75
hours

0.75

$100

(0.75)

($100)

(0.75)

($100)

0.75

$100

(One hour x
0.25) x $400 =
$100
n/a

$100

(One hour x
0.25) x $400 =
$100
n/a

$100

(One hour x
0.25) x $400 =
$100
(One hour x
0.25) x $400 =
$100
(One hour x
0.25) x $400 =
$100
(One hour x
0.25) x $400 =
$100

$100

1.5

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 $125,800,170 in fiscal year 2021 based on the Commission’s
computation of the value of staff time devoted to this activity and related overhead.

10

$0

$0

($100)
($100)
$100

$200

15.

REASON FOR CHANGE IN BURDEN

The rules are expected to streamline bank and savings and loan registrants’ compliance
efforts and may enhance comparability across issuers to the benefit of both registrants and
investors.
The table below shows the total estimated internal burden hours and costs for outside
professional under the final rules.19
Table 2: Total Paperwork Burden Under the Final Rules.

Current
Annual
Responses
(A)

Current
Burden
Hours
(B)

Current
Cost
Burden
(C)

Change in Change in
Internal
Outside
Registrant Professional
Burden
Costs
Hours
(E)
(D)

Burden Hours
for Affected
Responses
(F)
[(B) + (D)]

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

10-K
8,292

14,022,762 $1,840,121,319

2,700

$360,000

14,025,462

$1,840,481,319

87
8
44
1
1
1
2

$103,800
$9,000
$52,200
$600
$1,200
$1,200
$200

479,348
144,947
561,671
26,658
14,021
11,640
111,887

$576,927,825
$177,578,043
$676,425,779
$32,234,775
$17,039,825
$13,833,488
$15,010,702

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

729
898
588
66
39
216
205

16.

479,261
144,939
561,627
26,657
14,020
11,639
111,885

$576,824,025
$177,569,043
$676,373,579
$32,234,175
$17,038,625
$13,832,288
$15,010,502

INFORMATION COLLECTION PLANNED FOR STATISTICAL
PURPOSES

The information collections do not employ statistical methods.
17.

APPROVAL TO OMIT OMB EXPIRATION DATE

The Commission requests authorization to omit the expiration date on the electronic
version of this 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.

19

EXCEPTIONS TO CERTIFICATION FOR PAPERWORK REDUCTION
ACT SUBMISSIONS

Figures in the table have been rounded to the nearest whole number.

11

There are no exceptions to certification for the PRA submissions.
B.

STATISTICAL METHODS
The information collections do not employ statistical methods.

12

Form 10-K Short Statement
The rules 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 rules relocate the codified disclosures to a new subpart of
Regulation S-K and rescind Guide 3. The Commission anticipates the rules will 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 rules will result in a net
increase of 2,700 burden hours and a net increase in the cost burden of $360,000 for the services of
outside professionals on Form 10-K.

13

Form 20-F Short Statement
The rules 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 rules relocate the codified disclosures to a new subpart of
Regulation S-K and rescind Guide 3. The Commission anticipates the rules will 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 rules will result in a net
increase of 87 burden hours and a net increase in the cost burden of $103,800 for the services of
outside professionals on Form 20-F.

14

Form S-1 Short Statement
The rules 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 rules relocate the codified disclosures to a new subpart of
Regulation S-K and rescind Guide 3. The Commission anticipates the rules will 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 rules will result in a net
increase of eight burden hours and a net increase in the cost burden of $9,000 for the services of
outside professionals on Form S-1.

15

Form S-4 Short Statement
The rules 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 rules relocate the codified disclosures to a new subpart of
Regulation S-K and rescind Guide 3. The Commission anticipates the rules will 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 rules will result in a net
increase of 44 burden hours and a net increase in the cost burden of $52,200 for the services of
outside professionals on Form S-4.

16

Form F-1 Short Statement
The rules 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 rules relocate the codified disclosures to a new subpart of
Regulation S-K and rescind Guide 3. The Commission anticipates the rules will 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 rules will result in a net
increase of one burden hour and a net increase in the cost burden of $600 for the services of outside
professionals on Form F-1.

17

Form F-4 Short Statement
The rules 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 rules relocate the codified disclosures to a new subpart of
Regulation S-K and rescind Guide 3. The Commission anticipates the rules will 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 rules will result in a net
increase of one burden hour and a net increase in the cost burden of $1,200 for the services of outside
professionals on Form F-4.

18

Form 10 Short Statement
The rules 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 rules relocate the codified disclosures to a new subpart of
Regulation S-K and rescind Guide 3. The Commission anticipates the rules will 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 rules will result in a net
increase of one burden hour and a net increase in the cost burden of $1,200 for the services of outside
professionals on Form 10.

19

Form 1-A Short Statement
The rules 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 rules relocate the codified disclosures to a new subpart of
Regulation S-K and rescind Guide 3. The Commission anticipates the rules will 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 rules will result in a net
increase of two burden hours and a net increase in the cost burden of $200 for the services of outside
professionals on Form 1-A.

20


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