Form 10-K.SS.2023

SUPPORTING STATEMENT
FOR THE PAPERWORK REDUCTION ACT INFORMATION COLLECTION
SUBMISSION FOR FORM 10-K
A.

JUSTIFICATION
1.

Circumstances Making the Collection of Information Necessary

Section 13(a) of the Securities Exchange Act of 1934 (“Exchange Act”) requires
every issuer with a class of securities registered pursuant to Section 12 of the Exchange
Act to file periodic and current reports with the Commission. Section 15(d) of the
Exchange Act requires each issuer that has filed a registration statement that has become
effective under the Securities Act of 1933 to file periodic reports and documents pursuant
to Section 13 of the Exchange Act.
Form 10-K is the form used by issuers to satisfy their annual reporting obligations
pursuant to Section 13 or 15(d) of the Exchange Act. Form 10-K requires financial and
certain other information about the issuer.
2.

Purpose and Use of the Information Collection

Form 10-K includes financial and other information that is intended to provide
investors with material information needed to make informed investment decisions and to
promote confidence in the trading markets.
3.

Consideration Given to Information Technology

Form 10-K is electronically filed using the Commission’s Electronic Data
Gathering, Analysis and Retrieval (EDGAR) system.
4.

Duplication of Information
No similar information is available from other sources.

5.

Reducing the Burden on Small Entities
Form 10-K is annual report that is not filed by small entities.

6.

Consequences of Not Conducting Collection

Investors and the securities markets would receive timely material information if
less frequent collections were conducted.
7.

Special Circumstances
There are no special circumstances.

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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 extension request.
9.

Payment of Gift to Respondents
No payment or gift to respondents.

10.

Confidentiality
Form 10-K information is available to the public at www.sec.gov.

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 signature of the official signing
on behalf of the entity. 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 March 22, 2023, is provided as a supplemental document and
is also available at https://www.sec.gov/privacy.
12.

Estimate of Respondent Reporting Burden
Estimated Reporting Burden
Information
Collection
Title

OMB Control
Number

Number of
Responses

Burden
Hours

Form 10-K

3235-0063

8,292

13,988,811

For purposes of the Paperwork Reduction Act (“PRA”), we estimate that Form
10-K takes approximately 2,249.3666 hours per response to comply with the collection of
information requirements and approximately 8,292 are filed with Commission annually.
We derived our burden hour estimates by estimating the average number of hours it
would take an issuer to compile the necessary information and data, prepare and review
disclosure, file 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 believe that the actual burdens will
likely vary among individual companies based on the size and complexity of their

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organization and the nature of their operations. We further estimate that 75% of the
collection of information burden is carried by the issuer internally and that 25% of the
burden of preparation is carried by outside professionals retained by the company to
assist in the preparation of the form. Based on our estimates, we calculated the total
reporting burden to be 13,988,811 hours (1,687.02496 hours per response x 8,292
responses). For administrative convenience, the presentation of the total related to 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 Total Cost Burden
Information
Collection
Title

OMB Control
Number

Number of
Responses

Burden
Hours

Form 10-K

3235-0063

8,292

$1,835,594,519

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. 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. Based on our
estimates, we calculated the total annual cost to be $1,835,594,519 ($221,369.33417 cost
per response x 8,292 responses). For administrative convenience, the presentation of the
total related to the paperwork cost total has been rounded to the nearest dollar. The cost
estimate is made solely for the purpose of the Paperwork Reduction Act.
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 $129,168,390 in fiscal
year 2022, 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.

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17.

Approval to Omit 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 submission.

B.

STATISTICAL METHODS
The information collection is not planned for statistical purposes.