Exchange Act Form 10-K

Forms and Documents

Forms and supporting documents for this ICR

Document	Type	Status	Availability
Form SEC 1673 Form 10-K	Form and Instruction	Modified	Available
Form SEC 1673 Exchange Act Form 10-K	Form and Instruction	Modified	Repair queued
HFCA Act PRA Supporting Statement.Fina.pdf	Supporting Statement A	Uploaded 2023-06-05	Available
HFCA Act PRA Supporting Statement.Fina.pdf	Supporting Statement A	Uploaded 2023-06-05	Repair queued
CF PRA Emergency Memo.FinalFinal June 22 dlb.pdf	Supplementary Document	Uploaded 2023-06-23	Available
PRA Emergency Justification Memo.pdf	Supplementary Document	Uploaded 2023-06-05	Repair queued
February 5, 2020 EDAGR PIA.pdf	Supplementary Document	Uploaded 2023-06-02	Available
February 5, 2020 EDAGR PIA.pdf	Supplementary Document	Uploaded 2023-06-02	Repair queued

IC Document Collections

Information collection document groups

IC ID	Collection	Type	Status	Form
34213	Exchange Act Form 10-K	Form and Instruction	Modified	Form 10-K
34213	Exchange Act Form 10-K	Form and Instruction	Modified

ICR Details

OMB Control No: 3235-0063	ICR Reference No: 202306-3235-001
Status: Historical Active	Previous ICR Reference No: 202211-3235-006
Agency/Subagency: SEC	Agency Tracking No: CF 270-048
Title: Exchange Act Form 10-K
Type of Information Collection: Revision of a currently approved collection	Common Form ICR:  No
Type of Review Request: Emergency	Approval Requested By: 07/14/2023
OIRA Conclusion Action: Approved without change	Conclusion Date: 06/23/2023
Retrieve Notice of Action (NOA)	Date Received in OIRA: 06/05/2023
Terms of Clearance:

table that charts list comparision

	Inventory as of this Action	Requested	Previously Approved
Expiration Date	12/31/2023	6 Months From Approved	05/31/2025
Responses	8,292	0	8,292
Time Burden (Hours)	13,988,811	0	13,988,770
Cost Burden (Dollars)	1,835,594,519	0	1,835,588,919

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Abstract: Form 10-K is filed by issuers of securities to satisfy their annual report obligations pursuant to Sections 13 and 15(d) of the Exchange Act.

Emergency Justfication: The Division of Corporation Finance is requesting emergency consideration for OMB 3235-0063and 3235-0288 in connection with Release 34-91364 (Adopting Release). On December 18, 2020, Congress enacted the Holding Foreign Companies Accountable Act (HFCAA). Section 2 of the HFCAA required Commission rulemaking within 90 days of the date of enactment in order to “establish the manner and form in which a covered issuer shall make a submission required under paragraph (2)(B).” Furthermore, Section 3 of the HFCAA requires certain disclosure from issuers, and the Commission’s final rules included amendments to Form 10-K and Form 20-F to clarify issuers’ obligations under the HFCAA. Because the amendments conformed the specified forms to the requirements of the then-newly enacted statute and in light of the 90- day rulemaking directive in Section 2 of the HFCAA, the Commission found that notice and public comment were impracticable and unnecessary. Thank you for considering this request.

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Authorizing Statute(s): PL: Pub.L. 116 - 222 2 Name of Law: Holding Foreign Companies Act of 2020
   US Code: 15 USC 78c, 78l, 78m, 78o(d), 78w(a) Name of Law: Securities Exchange Act of 1934
   US Code: 15 USC 7214 Name of Law: Sarbanes-Oxley Act of 2002
  

Citations for New Statutory Requirements: None

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Associated Rulemaking Information
RIN:	Stage of Rulemaking:	Federal Register Citation:	Date:
3235-AM84	Final or interim final rulemaking	86 FR 17528	04/15/2021

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Federal Register Notices & Comments

Did the Agency receive public comments on this ICR? No

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Number of Information Collection (IC) in this ICR: 1

table that charts list of burden

IC Title	Form No.	Form Name
Exchange Act Form 10-K	SEC 1673	Form 10-K

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ICR Summary of Burden

table that charts list of burden

	Total Approved	Previously Approved	Change Due to New Statute	Change Due to Agency Discretion	Change Due to Adjustment in Estimate	Change Due to Potential Violation of the PRA
Annual Number of Responses	8,292	8,292	0	0	0	0
Annual Time Burden (Hours)	13,988,811	13,988,770	0	41	0	0
Annual Cost Burden (Dollars)	1,835,594,519	1,835,588,919	0	5,600	0	0

Burden increases because of Program Change due to Agency Discretion: Yes

Burden Increase Due to: Changing Regulations

Burden decreases because of Program Change due to Agency Discretion: No

Burden Reduction Due to:

Short Statement: Consistent with the HFCA Act, the amendments require the submission of documentation to the Commission establishing that such a registrant is not owned or controlled by a governmental entity in that foreign jurisdiction and also require disclosure in a foreign issuer’s annual report regarding the audit arrangements of, and governmental influence on, such registrants. As a result of these amendments, we estimate that the impact will be an increase in the paperwork burden of affected entities. For purposes of the PRA, we estimate that, for Form 10-K, the amendments will result in an increase of 41 burden hours and $5,600 for the services of outside professionals.

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Annual Cost to Federal Government: $125,800,170

Does this IC contain surveys, censuses, or employ statistical methods? No

Does this ICR request any personally identifiable information (see OMB Circular No. A-130 for an explanation of this term)? Please consult with your agency's privacy program when making this determination.     Yes

Does this ICR include a form that requires a Privacy Act Statement (see 5 U.S.C. §552a(e)(3))? Please consult with your agency's privacy program when making this determination.     No

Is this ICR related to the Affordable Care Act [Pub. L. 111-148 & 111-152]? No

Is this ICR related to the Dodd-Frank Wall Street Reform and Consumer Protection Act, [Pub. L. 111-203]? No

Is this ICR related to the American Recovery and Reinvestment Act of 2009 (ARRA)? No

Is this ICR related to the Pandemic Response? No

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Common Form ICR:  No

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On behalf of this Federal agency, I certify that the collection of information encompassed by this request complies with 5 CFR 1320.9 and the related provisions of 5 CFR 1320.8(b)(3).

The following is a summary of the topics, regarding the proposed collection of information, that the certification covers:

(a) It is necessary for the proper performance of agency functions;

(b) It avoids unnecessary duplication;

(c) It reduces burden on small entities;

(d) It uses plain, coherent, and unambiguous language that is understandable to respondents;

(e) Its implementation will be consistent and compatible with current reporting and recordkeeping practices;

(f) It indicates the retention periods for recordkeeping requirements;

(g) It informs respondents of the information called for under 5 CFR 1320.8 (b)(3) about:

(i) Why the information is being collected;

(ii) Use of information;

(iii) Burden estimate;

(iv) Nature of response (voluntary, required for a benefit, or mandatory);

(v) Nature and extent of confidentiality; and

(vi) Need to display currently valid OMB control number;

(h) It was developed by an office that has planned and allocated resources for the efficient and effective management and use of the information to be collected.

(i) It uses effective and efficient statistical survey methodology (if applicable); and

(j) It makes appropriate use of information technology.

If you are unable to certify compliance with any of these provisions, identify the item by leaving the box unchecked and explain the reason in the Supporting Statement.

Certification Date: 06/05/2023

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