Updating EDGAR Filing Requirements, 66231-66249 [2021-24523]
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Federal Register / Vol. 86, No. 222 / Monday, November 22, 2021 / Proposed Rules
aircraft in air commerce by prescribing
regulations for practices, methods, and
procedures the Administrator finds
necessary for safety in air commerce.
This regulation is within the scope of
that authority because it addresses an
unsafe condition that is likely to exist or
develop on products identified in this
rulemaking action.
Regulatory Findings
The FAA determined that this
proposed AD would not have federalism
implications under Executive Order
13132. This proposed AD would not
have a substantial direct effect on the
States, on the relationship between the
national government and the States, or
on the distribution of power and
responsibilities among the various
levels of government.
For the reasons discussed above, I
certify this proposed regulation:
(1) Is not a ‘‘significant regulatory
action’’ under Executive Order 12866,
(2) Would not affect intrastate
aviation in Alaska, and
(3) Would not have a significant
economic impact, positive or negative,
on a substantial number of small entities
under the criteria of the Regulatory
Flexibility Act.
List of Subjects in 14 CFR Part 39
Air transportation, Aircraft, Aviation
safety, Incorporation by reference,
Safety.
The Proposed Amendment
Accordingly, under the authority
delegated to me by the Administrator,
the FAA proposes to amend 14 CFR part
39 as follows:
PART 39—AIRWORTHINESS
DIRECTIVES
1. The authority citation for part 39
continues to read as follows:
■
Authority: 49 U.S.C. 106(g), 40113, 44701.
§ 39.13
[Amended]
2. The FAA amends § 39.13 by adding
the following new airworthiness
directive:
■
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Stemme AG: Docket No. FAA–2021–1010;
Project Identifier MCAI–2020–00807–G.
(a) Comments Due Date
The FAA must receive comments on this
airworthiness directive (AD) by January 6,
2022.
(b) Affected ADs
None.
(c) Applicability
This AD applies to Stemme AG TSA–M
Model S6 and S6–RT gliders, all serial
numbers, certificated in any category, with a
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propeller gearbox tooth belt marked
‘‘Synchroforce Carbon’’ installed.
(d) Subject
Joint Aircraft System Component (JASC)
Code 6100, Propeller System.
66231
Issued on November 15, 2021.
Lance T. Gant,
Director, Compliance & Airworthiness
Division, Aircraft Certification Service.
[FR Doc. 2021–25341 Filed 11–19–21; 8:45 am]
BILLING CODE 4910–13–P
(e) Unsafe Condition
This AD was prompted by mandatory
continuing airworthiness information (MCAI)
issued by the aviation authority of another
country to identify and correct an unsafe
condition on an aviation product. The MCAI
describes the unsafe condition as a new
version of the propeller gearbox tooth belt
with a reduced life limit. The FAA is issuing
this AD to prevent a propeller gearbox tooth
belt remaining in service beyond its fatigue
life. The unsafe condition, if not addressed,
could result in failure of the propeller
gearbox tooth belt and reduced control of the
glider.
(f) Compliance
Comply with this AD within the
compliance times specified, unless already
done.
(g) Required Actions
Before the propeller gearbox tooth belt
accumulates 5 years since installation on a
glider or within 30 days after the effective
date of this AD, whichever occurs later, and
thereafter at intervals not to exceed 5 years,
remove the propeller gearbox tooth belt from
service and install a propeller gearbox tooth
belt with zero hours time-in-service.
(h) Alternative Methods of Compliance
(AMOCs)
(1) The Manager, International Validation
Branch, FAA, has the authority to approve
AMOCs for this AD, if requested using the
procedures found in 14 CFR 39.19. In
accordance with 14 CFR 39.19, send your
request to your principal inspector or local
Flight Standards District Office, as
appropriate. If sending information directly
to the manager of the certification office,
send it to the attention of the person
identified in paragraph (i)(1) of this AD or
email: 9-AVS-AIR-730-AMOC@faa.gov.
(2) Before using any approved AMOC,
notify your appropriate principal inspector,
or lacking a principal inspector, the manager
of the local flight standards district office/
certificate holding district office.
(i) Related Information
(1) For more information about this AD,
contact Jim Rutherford, Aviation Safety
Engineer, General Aviation & Rotorcraft
Section, International Validation Branch,
FAA, 901 Locust, Room 301, Kansas City,
MO 64106; phone: (816) 329–4165; fax: (816)
329–4090; email: jim.rutherford@faa.gov.
(2) Refer to European Union Aviation
Safety Agency (EASA) AD 2020–0140, dated
June 23, 2020, for more information. You
may examine the EASA AD in the AD docket
at https://www.regulations.gov by searching
for and locating it in Docket No. FAA–2021–
1010.
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SECURITIES AND EXCHANGE
COMMISSION
17 CFR Parts 230, 232, 239, 240 and
249
[Release Nos. 33–11005; 34–93519; File No.
S7–16–21]
RIN 3235–AM15
Updating EDGAR Filing Requirements
Securities and Exchange
Commission.
ACTION: Proposed rule.
AGENCY:
We are proposing rule and
form amendments to update filing
requirements under our Electronic Data
Gathering, Analysis, and Retrieval
(‘‘EDGAR’’) system. The proposed
amendments would mandate the
electronic filing or submission of most
of the documents that are currently
permitted electronic submissions under
Regulation S–T, including all filings on
Form 6–K and filings made by
multilateral development banks;
mandate the electronic submission in
portable document format (‘‘PDF
format’’) of the ‘‘glossy’’ annual report to
security holders; mandate the electronic
filing of the certification made pursuant
to the Exchange Act and its rules that a
security has been approved by an
exchange for listing and registration;
mandate the use of Inline eXtensible
Business Reporting Language (‘‘Inline
XBRL’’) for the filing of the financial
statements and accompanying notes to
the financial statements required by
Form 11–K; and allow for the electronic
submission in PDF format of certain
foreign language documents.
DATES: Comments should be received on
or before December 22, 2021.
ADDRESSES: Comments may be
submitted by any of the following
methods:
SUMMARY:
Electronic Comments
• Use the Commission’s internet
comment form (https://www.sec.gov/
regulatory-actions/how-to-submitcomments); or
• Send an email to rule-comments@
sec.gov. Please include File Number S7–
16–21 on the subject line.
Paper Comments
• Send paper comments in triplicate
to Vanessa A. Countryman, Secretary,
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Federal Register / Vol. 86, No. 222 / Monday, November 22, 2021 / Proposed Rules
Reference Room, 100 F Street NE,
Washington, DC 20549, on official
business days between the hours of 10
a.m. and 3 p.m. Operating conditions
may limit access to the Commission’s
public reference room. All comments
received will be posted without change.
Persons submitting comments are
cautioned that we do not redact or edit
personal identifying information. You
should submit only information that
you wish to make available publicly.
Studies, memoranda or other
substantive items may be added by the
Commission or staff to the comment file
during this rulemaking. A notification of
Securities and Exchange Commission,
100 F Street NE, Washington, DC
20549–1090.
All submissions should refer to File
Number S7–16–21. This file number
should be included on the subject line
if email is used. To help us process and
review your comments more efficiently,
please use only one method. The
Commission will post all comments on
the Commission’s internet website
(https://www.sec.gov/rules/
proposed.shtml). Comments are also
available for website viewing and
printing in the Commission’s Public
FOR FURTHER INFORMATION CONTACT:
Daniel Morris, at (202) 551–3430, in the
Office of Rulemaking, Division of
Corporation Finance, U.S. Securities
and Exchange Commission, 100 F Street
NE, Washington, DC 20549.
SUPPLEMENTARY INFORMATION:
We are
proposing amendments to:
Commission reference
CFR citation (17 CFR)
Regulation S–T ...............................................................................................................................................................
§§ 232.11 through 232.903.
Rule 101 ..................................................................................................................................................................
Rule 306 ..................................................................................................................................................................
Rule 311 ..................................................................................................................................................................
Securities Act of 1933 1 (‘‘Securities Act’’):
Rule 158 ..................................................................................................................................................................
Form SE ..................................................................................................................................................................
Securities Exchange Act of 1934 2 (‘‘Exchange Act’’):
Rule 12d1–3 ............................................................................................................................................................
Rule 14a–3(c) ..........................................................................................................................................................
Rule 14c–3(b) ..........................................................................................................................................................
Form 6–K .................................................................................................................................................................
Form 10–K ...............................................................................................................................................................
Form 11–K ...............................................................................................................................................................
Form 20–F ...............................................................................................................................................................
Form 40–F ...............................................................................................................................................................
§ 232.101.
§ 232.306.
§ 232.311.
In addition, we are proposing to adopt
technical amendments to 17 CFR 239.40
(‘‘Form F–10’’), 17 CFR 239.42 (‘‘Form
F–X’’) and 17 CFR 239.800 (‘‘Form CB’’)
to remove certain outdated references
on these forms. The rule text of these
technical changes has been included
with the proposed amendments.
Table of Contents
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the inclusion in the comment file of any
such materials will be made available
on the Commission’s website. To ensure
direct electronic receipt of such
notifications, sign up through the ‘‘Stay
Connected’’ option at www.sec.gov to
receive notifications by email.
I. Introduction
II. Discussion of Proposed Amendments
A. Mandating the Electronic Filing or
Submission of Permissible Electronic
Submissions
B. Mandating the Electronic Submission in
PDF Format of the ‘‘Glossy’’ Annual
Report to Security Holders
C. Requiring the Electronic Filing of
Certifications of Approval of Exchange
Listing
D. Mandate the Use of Inline XBRL for the
Filing of Financial Statements and
Accompanying Notes to the Financial
Statements Required by Form 11–K
E. Electronic Submission in PDF Format of
Certain Foreign Language Documents
F. Transition Period
III. Economic Analysis
A. Introduction
B. Economic Baseline
C. Economic Effects
1 15
2 15
U.S.C. 77a et seq.
U.S.C. 78a et seq.
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1. Benefits
2. Costs
3. Efficiency, Competition, and Capital
Formation
D. Reasonable Alternatives
E. Request for Comment
IV. Paperwork Reduction Act
A. Background
B. Summary of the Proposed Amendments
C. Burden and Cost Estimates Related to
the Proposed Amendments
D. Request for Comment
V. Initial Regulatory Flexibility Act Analysis
A. Reasons for, and Objectives of, the
Proposed Action
B. Legal Basis
C. Small Entities Subject to the Proposed
Rules
D. Proposed Reporting, Recordkeeping, and
Other Compliance Requirements
E. Duplicative, Overlapping, or Conflicting
Federal Rules
F. Significant Alternatives
G. Request for Comment
VI. Small Business Regulatory Enforcement
Fairness Act
VII. Statutory Authority
Text of the Proposed Amendments
I. Introduction
Registrants and individuals submit to
the Commission most documents
required to be filed or otherwise
submitted under the Federal securities
laws in electronic format using the
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§ 230.158.
§ 239.64.
§ 240.12d1–3.
§ 240.14a–3(c).
§ 240.14c–3(b).
§ 249.306.
§ 249.310.
§ 249.311.
§ 249.220f.
§ 249.240f.
Commission’s EDGAR system. In 1993,
when the Commission began to mandate
the electronic filing of documents on
EDGAR, it adopted Regulation S–T and
other rule and form amendments to
implement the operational phase of
EDGAR.3 EDGAR filings are available to
the public on our website.4 During the
2020 calendar year, electronic filers
submitted approximately 832,000 filings
on EDGAR.
When the Commission adopted
Regulation S–T, it did not mandate the
electronic filing of all documents that
are required to be filed under the
3 See Rulemaking for EDGAR System, Release No.
33–6977 (Feb. 23, 1993) [58 FR 14628]. Starting in
April 1993, we required many of the documents
required to be filed under the federal securities laws
to be submitted electronically via the EDGAR
system. Domestic registrants were scheduled to
become subject to mandated electronic filing in a
series of discrete phase-in groups. Following the
completion of a congressionally-mandated test
period, we certified that EDGAR satisfied all
statutory requirements and announced a schedule
for completing the transition to mandated electronic
filing for all domestic registrants and persons filing
documents with respect to those registrants.
4 EDGAR documents are also available through
some third-party information providers that obtain
filings from EDGAR and disseminate them through
their own websites.
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Federal securities laws.5 Currently, 17
CFR 232.10(a) (‘‘Rule 101(a)’’) mandates
the electronic filing of over 400 different
forms, schedules, reports, and
applications. However, 17 CFR
232.101(b) (‘‘Rule 101(b)’’) identifies a
small number of documents that filers
may choose (but are not required) to
submit in electronic format via EDGAR
and 17 CFR 232.101(c) (‘‘Rule 101(c)’’)
identifies a numbers of documents that
are proscribed from submission in
electronic format via EDGAR.6 The
mandated electronic filings with the
Commission have enabled investors and
other EDGAR users to access more
quickly the information contained in
registration statements, periodic reports,
and other filings made with the
Commission.
Since our implementation of EDGAR,
we have increasingly sought to make the
system more comprehensive by
including more filings in the mandated
electronic filing category. For example,
in 2002, we adopted amendments to
require foreign private issuers and
foreign governments to submit
electronically via EDGAR many of the
documents that they are required to
file.7 In 2003,8 we adopted rule and
form amendments to mandate the
electronic filing of Forms 3,9 4,10 and
5.11
In furtherance of this objective, we are
proposing amendments to update some
of our EDGAR filing requirements.
Specifically, we are proposing rule and
form amendments that would: (1)
Mandate the electronic filing or
submission of most of the documents
that are currently permitted electronic
submissions under Rule 101(b) of
Regulation S–T; 12 (2) mandate the
electronic submission in PDF format of
the ‘‘glossy’’ annual report to security
holders; (3) mandate the electronic
filing of the certification made pursuant
to 15 U.S.C. 78l(d) (‘‘Section 12(d) of the
Exchange Act’’) and 17 CFR 240.12d1–
2 (‘‘Exchange Act Rule 12d1–3’’) that a
security has been approved by an
exchange for listing and registration; (4)
mandate the use of Inline XBRL for the
5 The Commission recognized that, at the time of
adoption of Regulation S–T, certain documents, due
to the graphical content or the format of data
contained in the document and limitations of
information technology, could be difficult to
convert into an electronic format.
6 17 CFR 232.101(c).
7 See Mandated EDGAR Filing for Foreign Issuers,
Release No. 33–8099 (May 14, 2002) [67 FR 36678].
8 See Mandated Electronic Filing and website
Posting for Forms 3, 4 and 5, Release No. 33–8230
(May 7, 2003) [68 FR 25788].
9 17 CFR 249.103.
10 17 CFR 249.104.
11 17 CFR 249.105.
12 17 CFR 232.101(b).
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filing of the financial statements and
accompanying notes to the financial
statements required by Form 11–K; and
(5) allow for the electronic submission
in PDF format of certain foreign
language documents.
We welcome feedback and encourage
interested parties to submit comments
on any or all aspects of the proposed
rule amendments. When commenting, it
would be most helpful if you include
the reasoning behind your position or
recommendation.
II. Discussion of Proposed Amendments
A. Mandating the Electronic Filing or
Submission of Permissible Electronic
Submissions
Currently under Rule 101(b) of
Regulation S–T, filers have the option to
submit the following documents either
electronically or in paper format:
• Annual reports to security holders
(colloquially referred to as the ‘‘glossy’’
annual reports) furnished for the
information of the Commission
pursuant to Exchange Act Rules 14a–
3(c) or 14c–3(b), or under the
requirements of Form 10–K 13 for
registrants reporting pursuant to 15
U.S.C. 78o(d) (‘‘Section 15(d) of the
Exchange Act’’), or by foreign private
issuers on Form 6–K pursuant to
Exchange Act Rules 17 CFR 240.13a–16
(‘‘Rule 13a–16’’) or 17 CFR 240.15d–16
(‘‘Rule 15d–16’’);
• Notices of exempt solicitation
furnished for the information of the
Commission pursuant to 17 CFR
240.14a–6(g) (‘‘Exchange Act Rule 14a–
6(g)’’), and notices of exempt
preliminary roll-up communications
furnished for the information of the
Commission pursuant to 17 CFR
240.14a–6(n) (‘‘Exchange Act Rule 14a–
6(n)’’);
• Annual reports for employee benefit
plans on 17 CFR 249.311 (‘‘Form 11–
K’’); 14
13 In 2016, the Division of Corporation Finance
stated that it would not object if a registrant posts
an electronic version of its ‘‘glossy’’ annual report
to security holders to its corporate website by the
applicable date specified in Rule 14a–3(c), Rule
14c–3(b), or in Form 10–K, in lieu of mailing paper
copies or submitting it on EDGAR if the report
remains accessible for at least one year after
posting. The staff may, in its discretion, obtain
paper copies of these reports from registrants upon
request as necessary. See Proxy Rules and Schedule
14A (Regarding Submission of Annual Reports to
SEC Under Rules 14a–c(3) and 14c–3(b)), U.S. Sec.
& Exch. Comm’n (Nov. 2, 2016), available under
‘‘Compliance and Disclosure Interpretations—Proxy
Rules and Schedule 14A’’ at https://www.sec.gov/
divisions/corpfin/guidance/exchange-act-rule-14a314c3.htm (‘‘Proxy Rules and Schedule 14A
Guidance’’). If the proposed amendments are
adopted, the 2016 staff guidance would be
withdrawn. See infra Section II.B.
14 Registrants who satisfy their Form 11–K filing
obligations by filing an amendment to Form 10–K,
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66233
• 17 CFR 239.144 (‘‘Form 144’’)
where the issuer of the securities is
subject to the reporting requirements
under Section 13 or Section 15(d) of the
Exchange Act; 15
• Periodic reports and reports with
respect to distributions of primary
obligations filed by the International
Bank for Reconstruction and
Development, the Inter-American
Development Bank, the Asian
Development Bank, the African
Development Bank, the International
Finance Corporation, or the European
Bank for Reconstruction and
Development (collectively, the
‘‘Development Banks’’); 16
• Reports or other documents
submitted by a foreign private issuer
under cover of Form 6–K that the
foreign private issuer must furnish and
make public under the laws of the
jurisdiction in which the issuer is
incorporated, domiciled or legally
organized (the foreign private issuer’s
‘‘home country’’), or under the rules of
the home country exchange on which
the foreign private issuer’s securities are
traded, as long as the report or other
document is not a press release, is not
required to be and has not been
distributed to the issuer’s security
holders, and, if discussing a material
event, has already been the subject of a
Form 6–K or other Commission filing or
submission on EDGAR; and
• Documents filed with the
Commission pursuant to 15 U.S.C. 80a–
32 (‘‘Section 33 of the Investment
Company Act’’).17
Advances in information technology,
the expanded use of the internet, and
upgrades to EDGAR have made it easier
for filers to prepare documents
electronically and file or submit them
as provided by Exchange Act Rule 15d–21 [17 CFR
240.15d–21], may also file these amendments in
paper or electronic format.
15 The Commission proposed amendments to
mandate, among other changes, the electronic
filling of all Form 144 notices related to the resale
of securities of issuers that are subject to the
reporting requirements of Section 13 or 15(d) of the
Exchange Act, and eliminate the filing requirement
for Form 144 notices related to the resale of
securities of issuers that are not subject to Exchange
Act reporting in December 2020. See Rule 144
Holding Period and Form 144 Filings, Release No.
33–10991(Dec. 22, 2020) [85 FR 79936] (proposing
to remove and reserve paragraphs (b)(4) and (c)(6)
of Rule 101 of Regulation S–T).
16 Pursuant to rules adopted by the Commission,
the Development Banks are required to file annual
and quarterly reports with the Commission in
connection with the distribution of primary
obligations issued by the Development Banks. In
addition, the Development Banks are required to
file a distribution report with the Commission on
or prior to the date on which any distribution of
primary obligations are issued to the public in the
United States. See 17 CFR 285–290.
17 See Rule 101(b)(9) of Regulation S–T [17 CFR
232.101(b)(9)].
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Federal Register / Vol. 86, No. 222 / Monday, November 22, 2021 / Proposed Rules
on EDGAR. Moreover, documents filed
or submitted on EDGAR are more
quickly and readily available to the
public than paper submissions.
Generally, investors or other parties
wishing to access and review paper
filings must do so in person at the
Commission’s public reference room, or
subscribe to a third-party information
service that scans and distributes the
information after a paper filing is made.
For an investor or other user, it can be
both time consuming and cumbersome
to obtain these filings in paper.
While filers are permitted to file or
submit the documents listed in Rule
101(b) in paper, many currently do so
electronically. The table below shows
the number of these documents subject
to the proposed amendments that were
filed or submitted on paper and
electronically during the 2019 and 2020
calendar years.
TABLE 1
CY2019
Paper
submissions
Permissible electronic submissions pursuant to Rule 101(b) of
Regulation S–T
Annual reports to security holders furnished for the information of the Commission pursuant to Exchange Act Rules 14a–3(c) or 14c–3(b), or under
the requirements of Form 10–K for registrants reporting pursuant to Section 15(d) of the Exchange Act, or by foreign private issuers on Form 6–
K 1 .................................................................................................................
Reports and other documents filed by foreign private issuers under cover of
Form 6–K .....................................................................................................
Notices of exempt solicitation furnished for the information of the Commission pursuant to Rule 14a–6(g) ...................................................................
Notices of exempt preliminary roll-up communications furnished for the information of the Commission pursuant to Rule 14a–6(n) ............................
Annual reports for employee benefit plans on Form 11–K filed under Section 15(d) of the Exchange Act ....................................................................
Periodic reports and reports with respect to distributions of primary obligations filed by Development Banks ...............................................................
Documents filed with the Commission pursuant to Section 33 of the Investment Company Act of 1940 .........................................................................
CY2019
Electronic
submissions
CY2020
Paper
submissions
CY2020
Electronic
submissions
........................
26
........................
23
3
22,553
2
23,373
0
186
0
219
0
0
0
0
25
1,065
19
1,047
72
38
82
53
5
4
0
3
1. In Table 1, ‘‘—’’ denotes the minimal number of ‘‘glossy’’ annual reports to security holders submitted to the Commission in paper format.
The staff no longer tallies the number of these reports submitted in paper format. However, we believe the number is minimal as issuers typically
avail themselves of the 2016 staff guidance. See Proxy Rules and Schedule 14A Guidance, supra note 13; see also infra Section II.B.
We propose to amend Rule 101 of
Regulation S–T to mandate the
electronic filing of certain documents
listed in the table above that are
currently permitted electronic filings
under Rule 101(b). The proposed
amendments would remove the
permitted electronic submissions listed
in Rule 101(b)(1) through paragraph
(b)(6), with the exception of current
101(b)(4) which relates to Rule 144
filings,18 as well as paragraph (b)(9) and
add these items to the list of mandated
electronic submissions contained in
Rule 101(a)(1) of Regulation S–T. We
believe that mandating the electronic
filing of these documents would benefit
investors and other users by making the
information contained in these filings
more easily accessible to the public
within a short time after filing on
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18 As
noted above, Rule 144 filings under Rule
101(b)(4) are the subject of a separate proposed
rulemaking by the Commission that proposes to
amend Rules 101(a) and 101(b) of Regulation S–T
to mandate the electronic filing of all Form 144
filings for the sale of securities of Exchange Act
reporting companies. See supra note 15. If we adopt
the amendments proposed in this release, we may
consider adopting the proposed Form 144
electronic filing requirements at the same time. In
calendar years 2019 and 2020, respectively, the
Commission received over 31,000 and 34,000 Form
144 filings. Of these submissions, 221 filings in
2019 and 204 filings in 2020 were made
electronically.
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EDGAR. The use of EDGAR would also
facilitate more efficient storage,
retrieval, and analysis of these
documents as compared to a paper
filing, improve the Commission’s ability
to track and process filings, and
modernize the Commission’s records
management process. With respect to
permitted electronic submissions under
Rule 101(b) that are furnished for the
information of the Commission, such as
paper copies of the ‘‘glossy’’ annual
report to security holders, certain
information under Form 6–K, and
notices of exempt solicitation, the
proposed amendments would eliminate
a paper option that is, as a practical
matter, no longer used by the vast
majority of registrants.
Request for Comment
• Should we mandate electronic
filing or submission of the documents
that are currently permissible electronic
filings or submissions under Rule
101(b)(1) through(b)(6), as well as
paragraph (b)(9), as proposed? If not,
why? For instance, are there any
technical barriers that would make it
unduly burdensome to file or submit
such documents electronically? Are
there any documents that are currently
permissible electronic filings or
submissions that we should continue to
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permit, but not require, to be submitted
electronically? If so, why?
• Is there information disclosed
under Form 6–K that necessitates the
continued permitted, as opposed to
required, electronic submission of that
form? If so, which exhibits or parts, and
why?
• Should we mandate the electronic
submission of the reports filed by
Development Banks, as proposed? Or
should we continue to permit, but not
require, these documents to be
submitted electronically or in paper?
Are there some documents filed by
these institutions that should not be
mandated electronic submissions? If so,
which documents and why? Do the
holders of the financial products issued
by the Development Banks find the
format of these disclosures useful? Are
there other changes that would make
them more useful?
• Instead of mandating the electronic
submission of notices of exempt
solicitations and exempt preliminary
roll-up communications that are
furnished for the information of the
Commission, should we eliminate the
requirement to submit these notices?
Are the notices under Rule 14a–6(g)
and/or Rule 14a–6(n) beneficial to
investors and other EDGAR users such
that the notice requirement should be
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retained regardless of its utility to the
Commission? If so, please explain the
benefit that the notices provide to the
public.
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B. Mandating the Electronic Submission
in PDF Format of the ‘‘Glossy’’ Annual
Report to Security Holders
Currently, Exchange Act Rules 14a–
3(c) and 14c–3(b) require registrants
subject to these rules to furnish to the
Commission, for its information, seven
copies of their ‘‘glossy’’ annual report to
security holders.19 Form 10–K contains
a similar provision that requires
registrants that are required to file a
Form 10–K pursuant to Section 15(d) of
the Exchange Act to furnish to the
Commission four copies of their
‘‘glossy’’ annual report to security
holders.20 In addition, foreign private
issuers are often required to furnish to
the Commission their ‘‘glossy’’ annual
report to security holders in response to
the requirements of Form 6–K.
Currently, Rule 101(b)(1) of
Regulation S–T permits all of these
registrants to satisfy the above
requirements by submitting to the
Commission their ‘‘glossy’’ annual
report to security holders in either paper
or electronically on EDGAR.
Additionally, in 2016 the Division of
Corporation Finance stated that staff
would not object if registrants subject to
these requirements post an electronic
version of the report on their website
and make it accessible for at least one
year after posting in lieu of submission
to the Commission.21 Given these
options, we received minimal paper
submissions and very few electronic
submissions of annual reports during
the 2019 and 2020 calendar years.22
19 In 1967, we amended Exchange Act Rules 14a–
3(c) and 14c–3(b) to require registrants to furnish
to the Commission, solely for its information, seven
copies of their ‘‘glossy’’ annual report to security
holders. See Proxy and Stockholder Information
Rules, Release No. 34–8029 (Jan. 24, 1967) [32 FR
1035]. Prior to these amendments, registrants were
required to furnish to the Commission four copies
of their ‘‘glossy’’ annual report to security holders.
20 See Form 10–K, Supplemental Information to
be Furnished With Reports Filed Pursuant to
Section 15(d) of the Act by Registrants Which Have
Not Registered Securities Pursuant to Section 12 of
the Act. Form 10–K also currently requires
registrants required to file a Form 10–K pursuant to
Section 15(d) of the Exchange Act to furnish to the
Commission every proxy statement, form of proxy
or other proxy soliciting material sent to more than
ten of the registrant’s security holders with respect
to any annual or other meeting of security holders.
21 See Proxy Rules and Schedule 14A Guidance,
supra note 13.
22 Prior to 2014, the staff would manually scan
the paper ‘‘glossy’’ annual report to security holders
and post the document on the Commission’s
website. However, in April 2014, in an effort to
reduce costs and simplify administrative processes,
as well as in light of the availability of the ‘‘glossy’’
annual report to security holders on company
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We propose to no longer permit
registrants to submit their ‘‘glossy’’
annual report to security holders to the
Commission in paper by removing Item
101(b)(1) of Regulation S–T. Instead, we
propose to require registrants to submit
to the Commission their ‘‘glossy’’
annual report to security holders via an
electronic submission on EDGAR in
PDF format, in accordance with the
EDGAR Filer Manual. We believe the
requirements to furnish these reports to
the Commission in paper format under
Exchange Act Rule 14a–3(c), Exchange
Act Rule 14c–3(b) and Form 10–K are
unnecessary. We also believe that, in
addition to helping inform the
Commission, investors would benefit
from the ability to access electronic
copies of the ‘‘glossy’’ annual reports to
security holders on EDGAR. In this
regard, the proposed amendments, if
adopted by the Commission, would
supersede the staff guidance provided in
2016 stating that the Commission would
not object if registrants post their
‘‘glossy’’ annual reports to security
holders on their corporate websites for
at least one year in lieu of furnishing
paper copies to the Commission. If the
proposed amendments are adopted,
EDGAR would serve as a repository for
PDF copies of the ‘‘glossy’’ annual
reports to security holders, whether or
not registrants decide to post the reports
on their corporate websites. Creating an
archive of electronic PDF copies of the
‘‘glossy’’ annual reports to security
holders would ensure long-term access
to these reports in a centralized database
available to the public and would avoid
the burden for investors and the staff to
search individual corporate websites
and other resources for this information.
In addition, electronic submission in
PDF format of the ‘‘glossy’’ annual
report to security holders should
capture the graphics, styles of
presentation, and prominence of
disclosures (including text size,
placement, color, and offset, as
applicable) contained in the reports.23
Therefore, we propose to amend
Exchange Act Rule 14a–3(c), Exchange
Act Rule 14c–3(b), and Form 10–K to
eliminate the option for registrants to
furnish to the Commission paper copies
of their ‘‘glossy’’ annual report to
websites, the staff announced that it would
discontinue this practice. See SEC Announcement,
‘‘ ‘Glossy’ annual reports to security holders
submitted to the SEC in paper will no longer be
viewable on the SEC’s website’’ (Apr. 9, 2014),
available at https://www.sec.gov/corpfin/
announcement/cfannouncement-annual-reportssecurity-holders-website.html.
23 Under the proposed amendments, the ‘‘glossy’’
annual report to security holders should not be reformatted, re-sized, or otherwise re-designed for
purposes of the PDF submission on EDGAR.
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security holders. Instead, we propose to
mandate the electronic submission of
these reports in PDF format in
accordance with the EDGAR Filer
Manual. We also propose to amend
Securities Act Rule 158(b)(2) to replace
the reference to the furnishing of copies
of the ‘‘glossy’’ annual report to security
holders to the Commission with a
reference to furnishing the report to the
Commission in PDF format in
accordance with the EDGAR Filer
Manual.24 Notwithstanding these
proposed amendments, our proxy rules
will continue to require certain
registrants subject to the proxy rules to
publish their ‘‘glossy’’ annual report to
security holders on a website other than
the Commission’s website.25
With respect to foreign private
issuers, we similarly propose to amend
Form 6–K to remove references to the
paper submission to the Commission of
a ‘‘glossy’’ annual report to security
holders and would require foreign
private issuers to satisfy their Form 6–
K requirement to furnish such a report
by submitting the report electronically
in PDF format on EDGAR, in accordance
with the EDGAR Filer Manual.
Request for Comment
• Should we amend Exchange Act
Rule 14a–3(c), Exchange Act Rule 14c–
3(b), and Form 10–K to mandate that
registrants submit in electronic format
the ‘‘glossy’’ annual report to security
holders, as proposed? Would a
particular format (e.g., PDF, HTML, etc.)
for the electronic submission of the
‘‘glossy’’ annual report to security
holders be most useful to investors? In
lieu of the proposed requirement to
submit the ‘‘glossy’’ annual report to
security holders to the Commission in
electronic format, should we permit
registrants to post the reports on their
websites? If so, should we require
registrants to retain the reports on their
corporate websites for a duration longer
than the one-year period specified in the
2016 staff guidance? If so, how long
should the ‘‘glossy’’ annual reports to
security holders be retained on the
corporate websites (two years, five
years, etc.)?
• Should we eliminate the option for
foreign private issuers to submit their
‘‘glossy’’ annual report to security
holders in paper format and instead
require them to satisfy a Form 6–K
requirement to furnish such a report by
submitting the report via an electronic
24 See Rule 158(b)(2) of the Securities Act [17 CFR
230.158(b)(2)].
25 See Exchange Act Rule 14a–16(b) [17 CFR
240.14a–16]; see also Shareholder Choice Regarding
Proxy Materials, Exchange Act Release No. 34–
56135 (July 26, 2007) [72 FR 42222].
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submission in PDF format, in
accordance with the EDGAR Filer
Manual, as proposed?
has been approved by an exchange for
listing? If not, why?
C. Requiring the Electronic Filing of
Certifications of Approval of Exchange
Listing
For securities to be listed on an
exchange, Exchange Act Rule 12d1–3
requires the national securities
exchange to file a certification with the
Commission that the security has been
approved by the exchange for listing
and registration pursuant to Section
12(d) of the Exchange Act.26 This
certification must specify (1) the
approval of the exchange for listing and
registration; (2) the title of the security
so approved; (3) the date of filing with
the exchange of the application for
registration and of any amendments
thereto; and (4) any conditions imposed
on such certification. This certification
that a security has been approved for
listing and registration is not currently
covered under the EDGAR filing
requirements in Rule 101 of Regulation
S–T.27 However, recently EDGAR was
modified to permit the voluntary
electronic submission of the
certifications on EDGAR.28 During the
2020 calendar year, the Commission
received 1,184 certifications from
national securities exchanges. All of the
certifications were submitted
electronically, except one. Given the
overwhelming use of this option, we
propose to amend Exchange Act Rule
12d1–3 and Rule 101(a) of Regulation
S–T to mandate the electronic filing of
these certifications.29
Request for Comment
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• Should we mandate the electronic
filing of the certification that a security
26 During the three-year period from January 1,
2015 through December 31, 2017, we received
approximately 1,965 paper certifications that a
security has been approved for listing and
registration. In December 2017, we issued EDGAR
Release 17.4 that, among other things, introduced
a new submission form type for the certification by
an exchange approving securities for listing and
registration. See Adoption of Updated EDGAR Filer
Manual, Release No. 33–10444 (Dec. 8, 2017) [83 FR
2369].
27 Pursuant to Rule 100 of Regulation S–T, an
exchange is subject to mandated electronic filing.
[17 CFR 232.10]. However, Exchange Act Rule
12d1–3(c) specifies that the certification may be
made by telegram but in such case must be
confirmed in writing, and all certifications in
writing and all amendments thereto must be filed
with the Commission in duplicate. If an exchange
elects to file the certification on EDGAR, it must
submit it on EDGAR in PDF. See Volume II of the
EDGAR Filer Manual, Version 44 (Dec. 2017).
28 See supra note 26.
29 The proposed amendment to Rule 101(a) of
Regulation S–T would require the filing of the
certification as a PDF document as is currently
permitted.
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D. Mandate the Use of Inline XBRL for
the Filing of Financial Statements and
Accompanying Notes to the Financial
Statements Required by Form 11–K
In 2009, the Commission adopted
rules requiring operating companies to
submit the information from the
financial statements included in their
registration statements and periodic and
current reports in a structured, machinereadable format using XBRL format.30 In
2018, the Commission adopted
modifications to these requirements by
requiring issuers to use Inline XBRL
format, which is both machine-readable
and human-readable, to reduce the time
and effort associated with preparing
XBRL filings and improve the quality
and usability of XBRL data for
investors.31 Since then, the Commission
has phased-in XBRL requirements and
undertaken to expand the number of
Forms and disclosures that require datatagging in Inline XBRL.32
Currently, the annual reports of
employee stock purchase plans, savings
plans, and similar plans filed on Form
11–K are not subject to the structured
data reporting requirements for
operating companies or registered
investment companies. Accordingly, the
financial statements required by Form
11–K are not machine-readable. These
financial statements include:
• An audited statement of financial
condition as of the end of the latest two
fiscal years of the plan (or such lesser
period as the plan has been in
existence); and
• An audited statement of
comprehensive income (either in a
single continuous financial statement or
in two separate but consecutive
financial statements; or a statement of
net income if there was no other
comprehensive income) and changes in
plan equity for each of the latest three
fiscal years of the plan (or such lesser
30 Interactive Data to Improve Financial
Reporting, Securities Act Release No. 9002 (Jan. 30,
2009) [74 FR 6776 (Feb. 10, 2009)] (‘‘2009 Financial
Statement Information Adopting Release’’)
(requiring submission of an Interactive Data File to
the Commission in exhibits to such reports); see
also Securities Act Release No. 9002A (Apr. 1,
2009) [74 FR 15666 (Apr. 7, 2009)].
31 Inline XBRL Filing of Tagged Data, Securities
Act Release No. 10514 (June 28, 2018) [83 FR
40846, 40847 (Aug. 16, 2018)] (‘‘Inline XBRL
Adopting Release’’). Inline XBRL allows filers to
embed XBRL data directly into an HTML document,
eliminating the need to tag a copy of the
information in a separate XBRL exhibit. Inline
XBRL is both human-readable and machinereadable for purposes of validation, aggregation,
and analysis. Id. at 40851.
32 See Filing Fee Disclosure and Payment
Methods Modernization, Release No. 33–10720
(Oct. 24, 2019) [84 FR 71580 (Dec. 27, 2019)].
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period as the plan has been in
existence.33
Under Form 11–K, registrants also
have the option to file with the
Commission plan financial statements
and schedules prepared in accordance
with the financial reporting
requirements of 29 U.S.C, 18 et seq (the
‘‘Employee Retirement Income Security
Act of 1974’’ or ‘‘ERISA’’).34 When filers
elect this option, plan financial
statements are embedded within the
filing or filed as exhibits in a nonstructured format.35
We are proposing to require
registrants to present the financial
information and the accompanying
financial notes required by Form 11–K
in Inline XBRL format.36 Under the
proposed amendments the data-tagging
requirement for annual reports on Form
11–K would mirror the Inline XBRL
requirements for annual reports on
Forms 10–K, 20–F, and 40–F. As such,
every data point in the financial
statements required by Form 11–K
would be tagged in Inline XBRL.
Further, where there are narrative
disclosures (e.g., notes to the financial
statements), registrants would be
required, like filers of Forms 10–K, 20–
F, and 40–F, to apply block tags to the
narrative disclosures and detailed tags
to any numeric amounts presented in
the narrative text.
Structuring this data will enable
automated analytical tools to extract
tagged information. As a result, plan
participants, analysts, and the
Commission will be better able to
access, organize, and evaluate the
information presented by filers. Under
the proposed amendments, the use of
the Inline XBRL format would be
specified in the definition of ‘‘Related
Official Filing’’ in Rule 11 of Regulation
S–T, Rule 405 of Regulation S–T, Form
11–K, and in the EDGAR Filer Manual.
Request for Comment
• Should all filers be required to
structure the data presented in the
financial statements and accompanying
33 See Required Information, Form 11–K. These
financial statements must be prepared in
accordance with the applicable provisions of
Article 6A of Regulation S–X (17 CFR 210.6A).
34 29 U.S.C. 18 et seq. Plan financial statements
required under ERISA are prepared on Form 5500.
See Form 5500, Annual Return/Report of Employee
Benefit Plan, available at https://www.dol.gov/sites/
dolgov/files/EBSA/employers-and-advisers/planadministration-and-compliance/reporting-andfiling/form-5500/2020-form-5500.pdf.
35 Under paragraph 4 of Required Information of
Form 11–K, plans may include all or a portion of
Form 5500 into the Form 11–K filing with the
Commission.
36 The proposed amendments will also apply to
financial statements required by Form 11–K that are
filed in accordance with Rule 15d–21.
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notes to the financial statements in the
Form 11–K, as proposed? Should certain
filers be exempted from the proposed
data-tagging requirement? If so, which
ones?
• Do the proposed amendments
require tagging of the appropriate
information? Are there additional items
in the Form 11–K that should be tagged?
If so, which ones? Are there items to be
tagged under the proposed amendments
that should not be tagged? If so, which
ones?
• Is Inline XBRL the most appropriate
structuring format for information
contained in Form 11–K? Is there
another structuring format such as XML
that would work better in these
circumstances? Should we refrain from
requiring a specific technology and
instead provide parameters to guide
selection of an appropriate structured
data language?
• In addition to Form 11–K, should
we require filers to provide machinereadable data for any other filings or
submissions that we propose to make
mandatory electronic submissions
under the proposed amendments? If so,
for which filings or submissions? What
types of data should be structured and
which structured data format(s) would
be the most useful to investors? Should
we limit data-tagging requirements to
those filings and submissions that
contain quantitative disclosures or
should we also require tagging of
narrative disclosures? Should certain
documents be subject to different
structured data requirements than
others? If so, which ones and how
should the requirements differ? What
would be the additional cost to
registrants to provide the documents
currently filed or submitted under Rule
101(b) in machine-readable format?
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E. Electronic Submission in PDF Format
of Certain Foreign Language Documents
Generally, all filings and submissions
to the Commission must be in English.37
Rule 306(a) of Regulation S–T prohibits
the electronic filing or submission of a
document that is in a foreign language.38
If an electronic filing or submission
requires the inclusion of a foreign
language document, the document must
either be translated into, or (if it is an
exhibit or attachment to a filing or
submission) summarized in English and
37 See 17 CFR 230.403; 17 CFR 240.12b–12; and
Rule 306 of Regulation S–T.
38 Rule 306(d) of Regulation S–T provides for one
exception to Rule 306(a) and allows for the
electronic filing of certain documents that contain
both French and English by Canadian issuers [17
CFR 232.306(d)].
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submitted in electronic format.39
Currently, Rules 306(b) and (c) of
Regulation S–T govern the submission
of a foreign language document by an
electronic filer.40 Rule 306(b) permits
the paper submission of an unabridged
foreign language document if an English
translation or summary of that
document has already been provided in
an electronic filing or submission. Rule
306(c) requires the paper submission of
a foreign language version of a foreign
government or its political subdivision’s
latest annual budget if an English
translation of the budget is unavailable
and such an exhibit is required by Form
18 or Form 18–K.
In an effort both to reduce the number
of paper submissions we receive and
increase the public’s access to these
foreign language documents, we
propose to amend Rule 306 to eliminate
paper submission of the above two types
of foreign language documents, and to
instead provide for their electronic
submission as PDFs.41 We also propose
to amend Rule 311 of Regulation S–T
and Form SE to clarify that these two
types of foreign language documents
may no longer be submitted in paper
under the cover of Form SE.
Request for Comment
• Should we allow the two types of
foreign language documents specified in
Rules 306(b) and (c) to be submitted
electronically as PDFs and remove the
option to submit them in paper form? If
not, why? Should electronic submission
of these documents instead be optional?
• If an English translation or
summary of a foreign language
document has been filed electronically
with the Commission, should we
require rather than just permit the
electronic PDF submission of the
unabridged foreign language
documents? If so, why?
F. Transition Period
We are proposing to provide a sixmonth transition period after the
effective date of the proposed
amendments, if adopted, to give
39 See 17 CFR 230.403(c); 17 CFR 240.12b–12(d);
17 CFR 232.306(a).
40 Currently, electronic filers may not submit
these untranslated foreign language documents in
electronic format. 17 CFR 232.101(c)(8) (‘‘Rule
101(c)(8) of Regulation S–T’’) states that documents
and symbols in a foreign language shall not be
submitted in electronic format and, thus, may only
be submitted in paper.
41 We also propose to remove and reserve Rule
101(c)(8) of Regulation S–T. As noted above, Rule
101(c)(8) prohibits the electronic submission of
documents and symbols in a foreign language. We
note that even with the proposed removal of this
prohibition, Rule 306(a) of Regulation S–T will still
generally require all electronic filings and
submissions to be in English.
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registrants sufficient time to prepare to
submit electronically their ‘‘glossy’’
annual reports to security holders in
PDF format in accordance with the
EDGAR Filer Manual and to allow paper
filers who would be first-time electronic
filers adequate time to apply for the
necessary filer codes on EDGAR.
Similarly, if the proposed amendments
are adopted, we are proposing to afford
Form 11–K filers a three-year transition
period in which to comply with the
proposed requirement to submit in
XBRL format the financial statements
and accompanying notes to the financial
statements required by Form 11–K.
Request for Comment
• Are the proposed six-month and
three-year transition periods
appropriate? Would shorter or longer
transition periods be more appropriate?
III. Economic Analysis
A. Introduction
The Commission is proposing rule
and form amendments to update filing
requirements under our EDGAR system.
We are mindful of the costs imposed by,
and the benefits obtained from, our
rules and the proposed amendments.42
The discussion below addresses the
potential economic effects of the
proposed amendments. These effects
include the likely benefits and costs of
the proposed amendments and
reasonable alternatives thereto, as well
as any potential effects on efficiency,
competition, and capital formation. We
attempt to quantify these economic
effects whenever possible; however, due
to data limitations, we are unable to do
so in many cases. For example, we are
unable to quantify the value to the
public of being able to more quickly
access a document on EDGAR. When we
cannot provide a quantitative
assessment, we provide a qualitative
discussion of the economic effects
instead.
The Commission is making the
proposed amendments to facilitate the
efficient submission of documents
submitted to the EDGAR system; to
42 Section 2(b) of the Securities Act [15 U.S.C.
77b(b)] and Section 3(f) of the Exchange Act [15
U.S.C. 78c(f)] require us, when engaging in
rulemaking that requires us to consider or
determine whether an action is necessary or
appropriate in the public interest, to consider, in
addition to the protection of investors, whether the
action will promote efficiency, competition and
capital formation. In addition, Section 23(a)(2) of
the Exchange Act [15 U.S.C. 78w(a)(2)] requires us
to consider the effects on competition of any rules
that the Commission adopts under the Exchange
Act and prohibits the Commission from adopting
any rule that would impose a burden on
competition not necessary or appropriate in
furtherance of the purposes of the Exchange Act.
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reduce burdens and inefficiencies
associated with the filing,
dissemination, storage, and retrieval of
non-electronic and paper submissions;
to allow for quicker public access to
information; to improve the
Commission’s ability to track and
process such filings; and to modernize
the Commission’s records management
processes.
The proposed rule and form
amendments would:
• Mandate the electronic filing of
several documents that are currently
permitted electronic submissions under
Regulation S–T, including all filings on
Form 6–K and filings made by
Development Banks;
• Mandate that certain registrants
electronically file their ‘‘glossy’’ annual
report to security holders;
• Mandate the electronic filing of the
certification made pursuant to Section
12(d) of the Exchange Act and Exchange
Act Rule 12d1–3 that a security has
been approved by an exchange for
listing and registration;
• Mandate the use of the Inline XBRL
structured data language for filing
annual reports for employee benefit
plans on Form 11–K; and
• Allow for the electronic submission
in PDF format of certain foreign
language documents and remove the
option to submit these documents in
paper.
B. Economic Baseline
The economic baseline, from which
we measure the likely economic effects
of the proposed amendments, reflects
current regulatory practice as it pertains
to forms and documents that currently
may be submitted to the Commission
via EDGAR (henceforth, electronic
submissions; we refer to documents
submitted through channels outside of
EDGAR as non-electronic submissions).
Under the current rules, filers have the
option to electronically submit, among
other things, the following documents:
Forms 6–K, notices of exempt
solicitation furnished for the
information of the Commission
pursuant to Exchange Act Rule 14a–6(g),
notices of exempt preliminary roll-up
communications furnished for the
information of the Commission
pursuant to Exchange Act Rule 14a–
6(n), annual reports for employee
benefit plans on Form 11–K, certain
reports from Development Banks,
certifications made pursuant to Section
12(d) of the Exchange Act and Exchange
Act Rule 12d1–3 that a security has
been approved by an exchange for
listing and registration, and documents
filed with the Commission pursuant to
Section 33 of the Investment Company
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Act. Further, under current rules,
certain registrants are required to send
several paper copies of their ‘‘glossy’’
annual reports to the Commission.
Current guidance from the Division of
Corporation Finance states that staff will
not object if these registrants post a
digital copy of their ‘‘glossy’’ annual
report to security holders on their
corporate website for at least one year in
lieu of sending paper copies to the
Commission or submitting them to
EDGAR.43 In addition, under current
rules, annual reports for employee
benefit plans on Form 11–K are not
required to be submitted using the
Inline XBRL structured data language.
In 2020, the Commission received
over 24,000 submissions of the
following documents: Forms 6–K,
notices of exempt solicitation furnished
for the information of the Commission,
and annual reports on Form 11–K. Of
these filings, over 99.9 percent of
submissions were electronic, even
though filers had the option (at their
discretion) to submit these documents
in non-electronic format (Table 1).
Likewise, filers in 2020 electronically
submitted nearly all of the 1,184
certifications filed by an exchange
pursuant to Section 12(d) of the
Exchange Act and Exchange Act Rule
12d1–3, 23 ‘‘glossy’’ annual reports to
security holders, and all documents
filed pursuant to Section 33 of the
Investment Company Act, even though
they had the option to submit these
documents in non-electronic format. At
the same time, in 2020, the Commission
also received 135 reports filed by
Development Banks, with only 39
percent submitted electronically (Table
1). Thus, during this period, the nonelectronic submissions of the
aforementioned forms, relative to
overall submissions, were largely
confined to Development Banks (six
unique filers). Moreover, of the over
7,400 registrants that file annual reports
with the Commission, 44 only a minimal
number of paper and very few electronic
‘‘glossy’’ annual reports to security
holders were submitted to the
Commission in 2020.
For investors, reviewing and
analyzing paper documents or
documents not available in a central
repository like EDGAR is likely more
time intensive or costly compared to
electronic submissions, given these
documents are accessible only in person
at Commission facilities or through
more diffuse sources such as corporate
43 See
supra note 13.
Sec. & Exch. Comm’n, Agency Financial
Report, Fiscal Year 2020. https://www.sec.gov/files/
sec-2020-agency-financial-report_1.pdf.
44 U.S.
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websites and third-party information
providers. Likewise, for Commission
staff, receiving and processing nonelectronic submissions is often more
time intensive than electronic
submissions. When the Commission
receives a paper submission, the
document usually requires several
manual steps involving staff in various
offices and divisions to process,
analyze, and retain the documents for
recordkeeping purposes.
C. Economic Effects
This section discusses the benefits
and costs of the proposed amendments,
as well as their potential effects on
efficiency, competition, and capital
formation. Some of the proposed
amendments reflect current practice, so
they will likely not have significant
economic effects.45 In addition, where
certain benefits or costs of electronic
filing apply to multiple proposed
amendments, we discuss those benefits
or costs together instead of repeating
such discussion for each proposed
amendment.
1. Benefits
a. Electronic Submission of Form 6–K,
Notices of Exempt Solicitation, Notices
of Exempt Preliminary Roll-Up, Annual
Reports on Form 11–K, Development
Bank Reports, Certifications of Approval
of Exchange Listing, and Certain Foreign
Language Documents in PDF Format
Under the current rules, filers have
the option to electronically submit,
among other things, documents under
cover of Form 6–K, notices of exempt
solicitation furnished for the
information of the Commission
pursuant to Exchange Act Rule 14a–6(g),
notices of exempt preliminary roll-up
communications furnished for the
information of the Commission
pursuant to Exchange Act Rule 14a–
6(n), annual reports for employee
benefit plans on Form 11–K, periodic
reports and reports with respect to
distributions of primary obligations
from Development Banks, certifications
made pursuant to Section 12(d) of the
Exchange Act and Exchange Act Rule
12d1–3 that a security has been
approved by an exchange for listing and
registration, and documents filed with
the Commission pursuant to Section 33
of the Investment Company Act. The
proposed rule mandates the electronic
submission of all of these documents to
the Commission. In addition, certain
foreign language documents are filed in
45 For example, mandating electronic filings for
specific documents, like listing certifications,
which, in the 2020 calendar year, were mostly
submitted electronically.
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paper format under current rules, but
would be filed electronically under the
proposed rules.46 There are several
benefits of required or permitted
electronic submission relative to nonelectronic submission under the
proposed amendments.
First, electronic submissions are
posted on EDGAR faster compared to
non-electronic submissions. Thus, the
public may be able to find and review
a filing more quickly by accessing
EDGAR through the Commission’s
website or through third-party websites
that either replicate or link to EDGAR
filing information. Moreover, for
investors who obtain documents filed
with the Commission in paper via thirdparty entities, electronic filing of these
documents would likely reduce the
costs associated with obtaining these
documents. If these documents inform
investors’ decisions, this reduction in
search costs may allow investors to
incorporate more information or make
quicker decisions.47 Electronic filings
also increase the likelihood that the
Commission receives documents
promptly by limiting the possibility and
risk that non-electronic submissions are
delayed (e.g., a document getting lost in
the mail). An increase in the certainty
and timeliness of submissions boosts
the overall informational quality of the
EDGAR system. Third, electronic
submissions increase efficiencies in
record management and maintenance as
well as compliance with the
Commission’s record keeping
requirements as electronic submissions
are easier to store, access, search, and
track. Furthermore, electronic
submissions allow filers to more easily
produce and submit documents during
disruptive events—like COVID–19—
when their physical work facilities may
be inaccessible.
In addition, electronic submissions
increase the speed and efficiency with
which Commission staff can receive and
process document submissions, in part
46 See
supra Section II.E.
than the foreign language documents and
certifications that a security has been approved by
an exchange for listing and registration, which
would be submitted in PDF format, the format
requirement for electronic filings on EDGAR under
the proposed rule would be dictated by the EDGAR
Filer Manual, which allows for HTML or ASCII
submissions. See 2021 EDGAR Filer Manual,
Sections 2.1 and 5.2. The benefits and costs
discussed in this Section III with respect to
electronic filings instead of the current paper
submissions are those that we would expect to be
realized from HTML, ASCII, or PDF submissions on
EDGAR. These benefits and costs substantially arise
to the same extent regardless of whether the filer
uses the ASCII, HTML, or PDF format. All three
formats are widely used, and none of them requires
significant special expertise for their preparation,
submission, or ingestion.
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by reducing the time, processing, and
search costs relative to the manual
nature of non-electronic document
submissions. A reduction in these costs
may improve regulatory oversight.
Overall, as most of the affected
documents are already submitted
electronically, the proposed
amendments would likely only yield
incremental benefits for investors, filers,
and Commission staff and would likely
result in small aggregate economic
effects.
b. ‘‘Glossy’’ Annual Reports to Security
Holders
The proposed amendments also
mandate that certain registrants
electronically file their ‘‘glossy’’ annual
reports to security holders. This could
result in several benefits for investors,
filers, and the Commission.
First, the proposed amendments
would ensure that investors have longterm access to ‘‘glossy’’ annual reports
to security holders in a centralized
location. Current rules do not require
the preservation of these reports in a
centralized location, and to the extent
that registrants were posting these
reports on their websites consistent with
the 2016 Division of Corporate Finance
staff guidance, these registrants could
remove these reports from their firm
websites after one year (e.g., at the
registrant’s discretion or due to
registrant failures, mergers, etc.).
Further, if a registrant takes its ‘‘glossy’’
annual report to security holders off its
website, obtaining a copy may be costly
(e.g., via a third-party entity) or
impossible if no third-party has a saved
copy. With a central EDGAR repository,
investors would incur minimal search
costs for these reports.
These benefits of an EDGAR glossy
report repository likely extend to and
may be magnified for investors seeking
to review and analyze ‘‘glossy’’ annual
reports to security holders in bulk. For
these latter investors, a unified file
format for ‘‘glossy’’ annual reports to
security holders in a centralized
location (i.e., EDGAR) would further
likely create opportunities for data
processing relative to the current
baseline.
Further, we expect that this
amendment would yield benefits similar
to those discussed above under section
III.C.1.a for electronic submissions. For
example, some registrants will save on
print and delivery costs. Such cost
savings are likely small, but any such
benefits may accrue to investors to the
extent that these registrants allocate the
savings to increase firm efficiency or
return capital to investors. In addition,
the amended rule would ensure that
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investors and Commission staff are able
to easily access the ‘‘glossy’’ annual
reports to security holders, including
when navigating disruptive events, such
as COVID–19, when physical offices
may be less accessible. The Commission
may also save on time and manual
processing costs relative to its pre-2014
practice of scanning paper submissions.
c. Inline XBRL Requirement for Form
11–K
The proposed rule also requires filers
to submit annual reports for employee
benefit plans on Form 11–K using the
Inline XBRL structured data language.
Currently, reports on Form 11–K that
are filed electronically must be filed in
HTML or ASCII.48
Requiring Form 11–K disclosures to
be submitted in Inline XBRL could
benefit those participating in employee
benefit plans by facilitating analysis of
the plan’s annual financial disclosures
over time and relative to other plans.49
Investors in the plans’ sponsoring
companies may also benefit from
structured 11-Ks, as structured data may
reduce processing and search costs
incurred by investors assessing the
employee benefit plans’ underlying
assets and liabilities. In addition,
requiring Form 11–K disclosures to be
submitted in Inline XBRL could enable
the development of additional
structured data sets and tools to
facilitate market analysis and better
inform future policy decisions.50
2. Costs
Requiring electronic submissions may
result in costs to filers, including those
associated with filing a Form ID for the
first time to obtain the access codes
needed to submit an application on the
Commission’s EDGAR system.
48 See Rules 101(b)(3) [17 CF 232.101(b)(3)] and
301 of Regulation S–T [17 CFR 232.301]; see also
2021 EDGAR Filer Manual, Sections 2.1 and 5.2.
49 Currently, operating company financial
disclosures in certain periodic reports and
registration statements are required to be structured
in XBRL or Inline XBRL, depending on the filing
date. Research analyzing XBRL and Inline XBRL
disclosures have found informational benefits
relative to unstructured disclosures. See, e.g, Steven
Cahan, et. al., ‘‘The roles of XBRL and processed
XBRL in 10–K readability,’’ J of Bus. Fin. & Acct.
(2021); Nerissa C. Brown, Brian Gale, Stephanie M.
Grant, ‘‘How Do Disclosure Repetition and
Interactivity Influence Investors’ Judgments?,’’
SSRN Elec J (2020); Jacqueline L. Birt, Kala
Muthusamy, and Poonam Bir, ‘‘XBRL and the
qualitative characteristics of useful financial
information’’, Acct. Res. J. (2017), https://
www.emerald.com/insight/publication/issn/10309616.
50 The Commission currently makes XBRL
datasets for operating company financial statements
and footnotes and mutual fund risk/return
summaries available on its website. See DERA Data
Library, U.S. Sec. & Exch. Comm’n, at https://
www.sec.gov/dera/data (last modified Oct. 4, 2021).
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With respect to the documents that
are mostly submitted electronically
under current rules (e.g., Forms 6–K,
Notices of Exempt Solicitation,
Certifications of Approval of Exchange
Listing (Table 1)), these costs likely
would be minimal. For documents that
are not generally submitted
electronically under current rules but
would be newly required to be
electronically submitted under the
proposed amendments (e.g., ‘‘glossy’’
annual reports to security holders),
registrants would incur additional costs
to upload such documents to EDGAR.51
As noted in section III.B, there are over
7,400 registrants who would be required
to electronically file their ‘‘glossy’’
annual reports to security holders under
the proposed amendments. We expect
that these costs would be mitigated
because these registrants are already
electronically filing documents on
EDGAR. For filers submitting
documents electronically to EDGAR for
the first time, any initial setup costs
would likely be offset by lower ongoing,
marginal costs over time.
Requiring Inline XBRL structuring of
annual reports on Form 11–K would
result in additional compliance costs for
filers relative to the current baseline, as
filers would be required to tag and
review the required Form 11–K
disclosures before filing them with the
Commission.52 Various XBRL and Inline
XBRL preparation solutions have been
developed and used by operating
companies and open-end fund filers to
fulfill their structuring requirements,
and some evidence suggests that, for
operating companies, XBRL compliance
51 For purposes of the Paperwork Reduction Act
(PRA), we estimate that the additional burden to
submit an electronic copy of the ‘‘glossy’’ annual
report would be 2 internal hours per year. See
Section IV, infra.
52 An AICPA survey of 1,032 reporting companies
with $75 million or less in market capitalization in
2018 found an average cost of $5,850 per year, a
median cost of $2,500 per year, and a maximum
cost of $51,500 per year for fully outsourced XBRL
creation and filing, representing a 45% decline in
average cost and a 69% decline in median cost
since 2014. See Michael Cohn, AICPA sees 45%
drop in XBRL costs for small companies, Acct.
Today, August 15, 2018, https://
www.accountingtoday.com/news/aicpa-sees-45drop-in-xbrl-costs-for-small-reporting-companies. A
NASDAQ survey of 151 listed issuers in 2018 found
an average XBRL compliance cost of $20,000 per
quarter, a median XBRL compliance cost of $7,500
per quarter, and a maximum XBRL compliance cost
of $350,000 per quarter. See letter from Nasdaq, Inc.
dated March 21, 2019 to the Request for Comment
on Earnings Releases and Quarterly Reports,
Release No. 33–10588 (Dec. 18, 2018) [83 FR 65601
(Dec. 21, 2018)]. For purposes of the Paperwork
Reduction Act (PRA), we estimate that the
additional burden on 11–K filers to submit financial
information in Inline XBRL format would be
approximately 65 hours of internal time and cost
$7,500 for outside services per year. See Section IV,
infra.
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costs have decreased over time.53
Furthermore, while Form 11–Ks are
filed by employee stock plans, which
are not currently subject to other Inline
XBRL filing requirements, the plans’
sponsoring companies (i.e., the
employers) are subject to Inline XBRL
requirements for publicly filed annual
and interim financial statements, among
other disclosures.54 To the extent that a
plan shares compliance systems with
the sponsoring company, the Inline
XBRL compliance costs incurred maybe
somewhat mitigated.
3. Efficiency, Competition, and Capital
Formation
Since we expect the proposed
amendments to lead to minimal changes
in costs and have only incremental
benefits, we expect the proposed
amendments to only marginally affect
efficiency, competition, or capital
formation.
As previously noted, electronic filings
will increase the timeliness or ease with
which the public can access the affected
documents. Insofar as investors
incorporate these documents into their
information sets, easier or quicker
access could result in lower search costs
or more efficient decision making.
These benefits, while likely small, are
potentially magnified during disruptive
events, such as COVID–19, which can
make it difficult for registrants to make
submissions in non-electronic form and
thus impede timely access to
information. Moreover, as electronic
filings often lead to lower ongoing,
marginal costs for filers, compared to,
for example, paper filings, the filing
process may become more efficient,
especially over the medium and longer
term. We do not expect the amendments
to have meaningful effects on
competition or capital formation.
D. Reasonable Alternatives
In formulating the proposed
amendments, we considered requiring
some, but not all, of the affected
documents to be filed electronically.
This alternative would reduce the
benefits, compared to the proposed
amendments, but also would reduce the
initial transition burden for filers that
do not have other electronic disclosure
obligations. However, as discussed
above, many of the affected documents
under the proposed amendments are
already filed electronically, and to the
extent affected documents (e.g.,
‘‘glossy’’ annual reports to security
holders) are not already filed
53 See
id.
17 CFR 232.405; 17 CFR 232.406; and Items
601(b)(101) and 601(b)(104) of Regulation S–K.
54 See
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electronically, the filers of affected
documents electronically file other
documents. Further, any setup costs for
first time filers are at least partially
offset by lower marginal costs.
We also considered permitting
registrants to post their ‘‘glossy’’ annual
reports to security holders on their
websites in lieu of electronic
submission consistent with the 2016
staff guidance. While this alternative
may reduce costs for some registrants
who currently post ‘‘glossy’’ annual
reports to security holders on their
websites, we do not anticipate that the
costs of submitting these reports on
EDGAR would be unduly burdensome
for most filers. Further, this alternative
would also reduce the benefits
compared to the proposed amendment,
because it would not offer market
participants access to ‘‘glossy’’ annual
reports to security holders in a
centralized location.
E. Request for Comment
The Commission requests feedback on
any aspect of the above economic
analysis, including our description of
the current economic baseline, the
potential costs and benefits of the
proposed amendments, their effect on
efficiency, competition, and capital
formation, and any reasonable
alternatives we should consider. In
addition, we request comment on the
following aspect of the proposal:
Would filers, investors, and other
interested parties realize any benefits if
we required the affected documents
(other than annual reports on Form 11–
K) to be submitted in a structured data
language, such as a custom XML-based
data language, rather than in ASCII or
HTML (or, for the foreign language
documents and exchange certifications,
in PDF)? Please explain why or why not.
If so, are there certain documents in
particular that would provide such
benefits to filers, investors, and other
interested parties if submitted in a
structured data language? What costs
would these parties incur if we required
such documents to be submitted using
a structured data language?
Further, would filers respond to the
proposed mandate to file ‘‘glossy’’
annual reports to security holders on
EDGAR by changing how they present
the information in those reports? If so,
please explain how, including whether
or not investors or other market
participants would realize costs or
benefits as a result of any such changes.
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IV. Paperwork Reduction Act
A. Background
Certain provisions of our rules and
forms that would be affected by the
proposed amendments contain
‘‘collection of information’’
requirements within the meaning of the
Paperwork Reduction Act of 1995
(‘‘PRA’’).55 The Commission is
submitting the proposal to the Office of
Management and Budget (‘‘OMB’’) for
review in accordance with the PRA.56
An agency may not conduct or sponsor,
and a person is not required to respond
to, a collection of information
requirement unless it displays a
currently valid OMB control number.
Compliance with the information
collections is mandatory. Responses to
the information collection are not kept
confidential and there is no mandatory
retention period for the information
disclosed. The title for the collection of
information is:
• Schedule 14A (OMB Control Number
3235–0059) 57
• Schedule 14C (OMB Control Number
3235–0057) 58
• Form 20–F (OMB Control Number
3232–0288)
• Form 40–F (OMB Control Number
3235–0381)
• Form 11–K (OMB Control Number
3235–0082)
• Form ID (OMB Control Number 3235–
0328)
Schedule 14A, Schedule 14C, Form
20–F, Form 40–F, and Form 11–K were
adopted under the Securities Act and
the Exchange Act. The schedules and
forms set forth the disclosure
requirements for periodic and current
reports, proxy statements, and
information statements filed to help
investors make informed investment
and voting decisions. Form ID is used
by registrants, individuals, third party
filers or their agents to request access
codes that permit the filing of
documents on EDGAR in accordance
with Rule 10 of Regulation S–T.59
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B. Summary of the Proposed
Amendments
As described in more detail above, we
are proposing amendments to mandate
the electronic filing or submission of
most of the documents that are currently
55 44
U.S.C. 3501 et seq.
U.S.C. 3507(d); 5 CFR 1320.11.
57 As described below, our estimates for Schedule
14A and Schedule 14C take into account the burden
that would be incurred by the proposed
amendments to require electronic submission of the
‘‘glossy’’ annual report to security holders. See also
infra note 61.
58 See id.
59 17 CFR 232.10(b).
56 44
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permissible electronic submissions
under Rule 101(b) of Regulation S–T;
mandate the electronic submission in
PDF format of the ‘‘glossy’’ annual
report to security holders; mandate the
electronic filing of the certification
made pursuant to Section 12(d) of the
Exchange Act and Exchange Act Rule
12d1–3 that a security has been
approved by an exchange for listing and
registration; mandate the use of Inline
XBRL for the filing of the financial
statements and accompanying notes to
the financial statements required by
Form 11–K; and allow for the electronic
submission in PDF format of certain
foreign language documents.
C. Burden and Cost Estimates Related to
the Proposed Amendments
The proposed amendments do not
change the nature or extent of the
information that is currently collected
under Rules 101(b)(2), (5), (6), or (9) or
foreign language documents submitted
under Rule 306. Accordingly, we
believe that the information collection
burden of associated forms, schedules,
reports, and applications would remain
the same.
With respect to the electronic
submission in PDF format of the
‘‘glossy’’ annual report to security
holders, we estimate the number of
registrants potentially affected by the
proposed rule to be over 7,400. Of these
registrants, only twenty-three filed their
‘‘glossy’’ annual reports to security
holders on EDGAR during 2020 and
none of the submissions were made on
EDGAR in PDF format.60 The affected
registrants are all EDGAR filers who
would not need to secure new
credentials in order to submit the
reports. However, the proposed
amendments nonetheless impose a new
burden that would be borne by all of the
7,400 registrants required to submit
‘‘glossy’’ annual reports to security
holders to the Commission. We estimate
that the proposed amendments would
cause a registrant to incur an increase of
2 hours in the reporting burden for the
annual report to security holders. We
anticipate that this time would be
required to prepare, convert into PDF
format (if PDF format is not already
used for the report to security holders),
and review the ‘‘glossy’’ annual reports
to security holders to be submitted
electronically in accordance with the
EDGAR Filer Manual.
With respect to Schedules 14A and
14C,61 we estimate that the number and
60 All EDGAR submission of the ‘‘glossy’’ annual
report to security holders in 2020 were made in
HTML format.
61 Schedules 14A and 14C require disclosure
under Subpart 400 of Regulation S–K. This
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proportion of filings will remain
approximately the same as the currently
approved collection under the Office of
Management & Collection guidelines.
Accordingly, we estimate that the
proposed amendment to require the
electronic submission in PDF format of
‘‘glossy’’ annual reports to security
holders would impose aggregate
additional burdens on filers of Schedule
14A and 14C of 10,407 hours 62 and
$1,387,600,63 respectively.
With respect to Forms 20–F and 40–
F,64 we also estimate that the number
and proportion of filings will remain
approximately the same as the currently
approved collection burden. These filers
would be subject to the proposed
requirement to make an electronic
submission in PDF format of the
‘‘glossy’’ annual report to security
holders. Accordingly, we estimate that
the proposed amendment to require the
electronic submission in PDF format of
‘‘glossy’’ annual reports to security
holders would impose aggregate
additional burdens on filers of 430
hours 65 and $516,600,66 respectively.
With respect to the proposed
amendment to require the submission of
the financial statements in the Form 11–
K in Inline XBRL format, we estimate
that the number of affected registrants
disclosure is often incorporated, in relevant part,
into Part III of a registrant’s Form 10–K and is
provided as part of the ‘‘glossy’’ annual report to
security holders. Therefore, we have not separately
calculated burden requirements for Form 10–K.
62 Under OMB guidelines, the paperwork burden
is apportioned 75% to the registrant and 25% to
outside professional services. Accordingly, this
estimate was calculated by multiplying the
additional hours burden (2), by the burden split
assigned by the Office of Management and Budget
(.75), by the number of responses under Schedule
14A and 14C in the currently approved collection
(6,938), or 2.75 × 6,938.
63 This estimate was calculated by multiplying
the additional hours burden (2), by the burden split
assigned by the Office of Management and Budget
(.25), by the number of responses under Schedules
14A and 14C in the currently approved collection
(6,938), by an estimated $400 hourly rate for outside
professional services, or 2 × 25 × 6,938 × $400.
64 Forms 20–F and 40–F provide the disclosure
requirements for the annual reports of foreign
private issuers, which are included in the ‘‘glossy’’
annual reports to security holders. Therefore, we
have not separately calculated burden requirements
for Form 6–K.
65 Under OMB guidelines, the paperwork burden
is apportioned 25% to the registrant and 75% to
professional services. Accordingly, this estimate
was calculated by multiplying the additional hours
burden (2), by the burden split assigned by the
Office of Management and Budget (.25), by the
number of responses under Forms 20–F and 40–F
in the currently approved collection (861), or 2 ×
.25 × 861.
66 This estimate was calculated by multiplying
the additional hours burden (2), by the burden split
assigned by the Office of Management and Budget
(.75), by the number of responses under Forms 20–
F and 40–F in the currently approved collection
(861), by an estimated $400 hourly rate for
professional services, or 2 × .75 × 861 × $400.
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would be 1,066.67 The Commission
previously estimated that, per response,
operating companies submitting
financial information in Inline XBRL
format required 54 burden hours of
internal time to prepare the tagged data
and incurred a cost $6,175 for outside
services.68 The proposed amendments
would subject employee purchase plans,
savings plans, and similar plans to the
same Inline XBRL reporting
requirements. Therefore, we assume that
these plans would experience similar
burden hours and costs as do operating
companies.
We have also further adjusted our
burden estimates to account for the
particular circumstances applicable to
Form 11–K filers. We increased our
estimate of the initial burden hours and
costs of the proposed amendments to
reflect one-time compliance costs. As
new XBRL filers, we anticipate that
Form 11–K filers would experience
additional burdens related to the onetime costs associated with becoming
familiar with Inline XBRL reporting.
These costs would include, for example,
the acquisition of new software or the
services of consultants, and the training
of staff.69 We also assumed that these
one-time costs would decline in the
second and third year of compliance
with the proposed amendments, as
Form 11–K filers become more efficient
at preparing submissions using Inline
XBRL format.70 We assumed that the
one-time cost would result in a 50%
incremental increase in the internal
burdens and external costs of
structuring the data in the financial
statements and accompanying footnotes
of the financial statements to Form 11–
K.71 These incremental costs would
subsequently decline in the second and
third years by 75% from the
immediately preceding year.72
Accordingly, we estimate that the
proposed amendment to require Form
11–K filers to submit the financial
information in Inline XBRL format
would, for each filer, result in
incremental PRA burdens of 11.81 hours
of internal time and $1,350.78 in costs
for outside professional services (above
those burdens borne by operating
companies submitting financial
information in Inline XBRL).73 In
aggregate, we estimate these burdens to
be 70,153 74 and $8,021,650,75
respectively.
Lastly, the small number of filers that
have not previously made an electronic
filing on EDGAR would be required as
a result of the proposed amendments to
file a Form ID to obtain the access codes
that are required to file or submit a
document on EDGAR.76 There are
currently two Development Banks that
fall into this category. We anticipate that
each respondent would require 0.15
hours to complete the Form ID, and for
purposes of the PRA, that 100% of the
burden of preparation for Form ID will
be carried by each respondent
internally. Therefore, we anticipate that
proposed amendments would result in a
nominal increase of .30 annual burden
hours for Form ID, which would not
meaningfully add to, and would
effectively be encompassed by, the
existing burden estimates associated
with these forms.77
The tables below illustrate the
estimated incremental changes to the
total annual compliance burden of the
affected forms, discussed above, in
hours and in costs, as a result of the
proposed amendments.
TABLE 2—INCREMENTAL PAPERWORK BURDEN UNDER THE PROPOSED AMENDMENTS 2
Schedule 14A ..........
Schedule 14C ..........
Form 20–F ...............
Form 40–F ...............
Form 11–K ..............
Form ID ...................
Current
annual
responses
Current
burden
hours
Current cost
burden
Proposed
change in
annual
responses
Proposed
change in
burden hours
Proposed
change in
professional
costs
Proposed
annual
affected
responses
Proposed
burden hours
for affected
response
Proposed
cost burden
for affected
responses
(A)
(B)
(C)
(D)
(E)
(F)
(G) =
(A) + (D)
(H) =
(B) + (E)
(I) =
(C) + (F)
6,369
569
729
132
1,302
57,681
777,590
56,356
479,261
14,237
39,060
8,652
103,678,712
7,514,944
576,824,025
17,084,560
0
0
0
0
0
0
(236)
2
9,574
832
364
66
70,153
.3
$1,276,592
111,008
437,400
79,200
8,021,650
0
6,369
569
729
132
1,066
57,683
787,164
57,188
479,625
14,303
109,213
8,652
$104,465,376
7,625,952
577,261,425
17,163,760
8,021,650
0
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1 We note that the proposed decrease in responses on Form 11–K reflects the actual number of Forms received in 2020. This decrease is not the result of the proposed amendments which we do not expect to affect the number of responses submitted on Form 11–K.
67 In aggregate, there were 1,066 Forms 11–K
submitted in paper and electronic format in 2020
and none of these filings contained Inline XBRL
data-tagging. We do not expect the increased
burdens on filers to structure the financial data as
required under the proposed amendments would
affect the number of annual responses submitted to
the Commission.
68 Securities Offering Reform for Closed-End
Investment Companies, Investment Company Act
Release No. 33427 (Mar. 20, 2019). See also Inline
XBRL Adopting Release, supra note 31.
69 According to the OMB approved collection for
Form 11–K, the burden associated with the
preparation of this Form has previously been borne
entirely by filers. In other words, registrants have
not needed to retain outside professional services
to prepare the submission. With the imposition of
XBRL tagging requirements under the proposed
amendments, we note that registrants will now be
required to retain outside professional services in
order to properly tag the financial statements and
accompanying notes to the financial statements.
70 We also expect filers to benefit from access to
an established vendor community experienced in
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applying Inline XBRL data-tagging to Commission
filings.
71 We estimate, for the proposed Form 11–K
financial information XBRL requirement, that in the
first year the one-time cost would be an additional
27 hours (54 × 0.5) and $3,087.5 in external costs
($6,175 × 0.5).
72 We estimate that for the second year the onetime hour burden and cost of the proposed Form
11–K financial information XBRL requirement
would be 6.75 hours (27 hours¥(27 × 0.75 = 20.25
hours)) and $771.87 ($3,087.5¥($3,087.5 × 0.75 =
$2,315.63)). For the third year, we estimate that
these hour burdens and costs would be 1.69 hours
(6.75 hours¥(6.75 × 0.75 = 5.06 hours)) and
$192.97 ($771.87¥($771.87 × 0.75 = $578.90)).
Average yearly change in the initial one-time cost
of the proposed Form 11–K financial information
XBRL requirement would be (27 + 6.75 +1.69)/3 =
11.81 hours of internal in-house time, and ($3,087.5
+ $771.87 + $192.97)/3 = $1,350.78 in external
costs.
73 See supra note 68.
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74 This estimate was calculated by adding the
estimated XBRL hour burden for operating
companies (54 hrs) plus the average additional
incremental hour burden for Form 11–K filers
(11.81), then multiplying the sum by the estimated
number of Form 11–K filers (1,066), or (54 + 11.81)
1,066.
75 This estimate was calculated by adding the
estimated XBRL cost burden for operating
companies ($6,175) plus the average additional
incremental cost burden for Form 11–K filers
($1,350), then multiplying the sum by the estimated
number of Form 11–K filers (1,066), or ($6,175 +
$1,350) 1,066.
76 Based on an internal review by the staff, we
have determined that all filers under Rule 101(b),
except for two filers under Rule 101(b)(5), have
previously filed a Form ID in connection with other
EDGAR filing obligations.
77 The proposed amendments would not affect the
paperwork burden incurred by filers that have
previously submitted a Form ID because filers are
required to submit the form only once in order to
enroll in the EDGAR filing system.
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D. Request for Comment
• Would the proposed amendments
to mandate the electronic submission in
PDF format of the ‘‘glossy’’ annual
report to security holders impose
additional PRA burden on existing
EDGAR filers not encompassed by
existing burden estimates? If so, please
explain what additional burden would
be imposed.
We request comments in order to
evaluate: (1) Whether the proposed
collection of information is necessary
for the proper performance of the
functions of the agency, including
whether the information would have
practical utility; (2) the accuracy of our
estimate of the burden of the proposed
collection of information; (3) whether
there are ways to enhance the quality,
utility and clarity of the information to
be collected; and (4) whether there are
ways to minimize the burden of the
collection of information on those who
are to respond, including through the
use of automated collection techniques
or other forms of information
technology.78
Any member of the public may direct
to us any comments concerning the
accuracy of these burden estimates and
any suggestions for reducing the
burdens. Persons who desire to submit
comments on the collection of
information requirements should direct
their comments to the Office of
Management and Budget, Attention:
Desk Officer for the Securities and
Exchange Commission, Office of
Information and Regulatory Affairs,
Washington, DC 20503, and send a copy
of the comments to Vanessa A.
Countryman, Secretary, Securities and
Exchange Commission, 100 F Street NE,
Washington, DC 20549, with reference
to File No. S7–16–21. Requests for
materials submitted to the OMB by us
with regard to these collections of
information should be in writing, refer
to File No. S7–16–21 and be submitted
to the Securities and Exchange
Commission, Office of FOIA Services,
100 F Street NE, Washington DC 20549.
Because the OMB is required to make a
decision concerning the collections of
information between 30 and 60 days
after publication, a comment to the
OMB is best assured of having its full
effect if the OMB receives it within 30
days of publication.
V. Initial Regulatory Flexibility Act
Analysis
This Initial Regulatory Flexibility
Analysis (IRFA) has been prepared in
accordance with the Regulatory
78 We request comment pursuant to 44 U.S.C.
3506(c)(2)(B).
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Flexibility Act.79 It relates to proposed
amendments that would (1) mandate the
electronic filing or submission of most
of the documents that are currently
permissible electronic submissions
under Rule 101(b) of Regulation S–T; (2)
mandate the electronic submission in
PDF format of the ‘‘glossy’’ annual
report to security holders; (3) mandate
the electronic filing of the certification
made pursuant to Exchange Act Rule
12d1–3 that a security has been
approved by an exchange for listing and
registration; (4) mandate the use of
Inline XBRL for the filing of financial
statements and accompanying notes to
the financial statements required by
Form 11–K; and (5) allow for the
electronic submission in PDF format of
certain foreign language documents.
with other investment companies in the
same group of related investment
companies, has net assets of $50 million
or less as of the end of its most recent
fiscal year.83 We believe that the
proposal may affect some small entities
that are investment companies. We
estimate that there are 979 issuers that
file with the Commission, other than
investment companies, that may be
considered small entities.84 In addition,
we estimate that, as of June 2021, there
are approximately 70 investment
companies, including 9 business
development companies, that would be
subject to the proposed amendments
that may be considered small entities.85
A. Reasons for, and Objectives of, the
Proposed Action
The main purpose of the proposed
amendments is to facilitate more
efficient transmission, dissemination,
analysis, storage and retrieval of
documents that are currently filed in
paper. In addition, the proposed
amendments are intended to improve
investors’ and other EDGAR users’
access to the information in these
documents.
As noted in Section IV, the proposed
amendments would not substantively
affect the filings currently made under
Rules 101(b)(2), (5), (6), or (9) or the
foreign language documents submitted
under Rule 306. Therefore, the reporting
or compliance burdens associated with
associated forms, schedules, reports,
and applications for small entities
would remain unchanged under these
proposed amendments.
However, the proposed amendments
would impose new submission
obligations on certain registrants. In
particular, the proposed amendments
mandate the electronic submission in
PDF format of the ‘‘glossy’’ annual
report to security holders and the
electronic submission in Inline XBRL
format of the financial statements and
accompanying notes required by Form
11–K. In addition, to the extent that a
filer has not previously filed documents
electronically, registrants who
previously filed or submitted in paper
format under Rule 101(b) would need to
complete and send to the Commission a
Form ID to obtain electronic filing
credentials.
Section II discusses the proposed
amendments in detail. Sections III and
IV discuss the economic impact,
including the estimated costs and
benefits, of the proposed amendments to
all affected entities.
B. Legal Basis
We are proposing the amendments
under Sections 6, 7, 8, 10 and 19(a) of
the Securities Act, and Sections 3, 12,
13, 14, 15(d), 16, 23(a), and 35A of the
Exchange Act.
C. Small Entities Subject to the
Proposed Rules
The proposed amendments would
affect some registrants that are small
entities. The Regulatory Flexibility Act
defines ‘‘small entity’’ to mean ‘‘small
business,’’ ‘‘small organization,’’ or
‘‘small governmental jurisdiction.’’ 80
For purposes of the Regulatory
Flexibility Act, under our rules, a
registrant, other than an investment
company, is a ‘‘small business’’ or
‘‘small organization’’ if it had total
assets of $5 million or less on the last
day of its most recent fiscal year and is
engaged or proposing to engage in an
offering of securities that does not
exceed $5 million.81 An investment
company, including a business
development company,82 is considered
to be a ‘‘small business’’ if it, together
79 5
U.S.C. 601 et seq.
U.S.C. 601(6).
81 See 17 CFR 240.0–10(a).
82 Business development companies are a
category of closed-end investment company that are
not registered under the Investment Company Act
[15 U.S.C. 80a–2(a)(48) and 80a–53–64].
80 5
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D. Proposed Reporting, Recordkeeping,
and Other Compliance Requirements
83 17
CFR 270.0–10(a).
estimate is based on staff analysis of
issuers, excluding co-registrants, subsidiaries, or
ABS issuers, with EDGAR filings of Forms 10–K,
20–F, and 40–F, or amendments to these forms,
filed during the calendar year of January 1, 2020,
to December 31, 2020 or filed by September 1, 2021
that, if timely filed by the applicable deadline,
would have been filed between January 1 and
December 31, 2020. Analysis is based on data from
XBRL filings, Compustat, and Ives Group Audit
Analytics and manual review of filings submitted
to the Commission.
85 See 17 CFR 240.0–10.
84 This
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E. Duplicative, Overlapping, or
Conflicting Federal Rules
The proposed amendments would not
duplicate, overlap, or conflict with other
Federal rules.
F. Significant Alternatives
The Regulatory Flexibility Act directs
us to consider alternatives that would
accomplish our stated objectives, while
minimizing any significant adverse
impact on small entities. In connection
with the proposed amendments, we
considered the following alternatives:
• Establishing different compliance or
reporting requirements or timetables
that take into account the resources
available to small entities;
• Clarifying, consolidating or
simplifying compliance and reporting
requirements under the rules for small
entities;
• Using performance rather than
design standards; and
• Exempting small entities from all or
part of the requirements.
Partially or completely exempting
small entities from the proposed
electronic filing requirements would
undermine our stated objective of
facilitating more efficient transmission,
dissemination, analysis, storage and
retrieval of documents that are currently
filed in paper, and we expect any
increased burden associated with most
of the proposed amendments to be
small. With respect to the proposed
amendments to mandate the electronic
submission in PDF format of ‘‘glossy’’
annual reports to security holders and
the proposed amendments to mandate
the use of Inline XBRL for the filing of
financial statements and accompanying
notes to the financial statements
required by Form 11–K, we are
proposing a six-month and three-year
transition periods, respectively, for all
registrants, including small entities. We
believe these transition periods would
provide adequate time for all filers to
prepare for and manage the burdens
associated with these new obligations.
Moreover, to the extent that the
proposed amendments increase the ease
and efficiency with which certain
documents can be submitted to the
Commission, they should benefit all
filers, including small entities. In this
regard, it appears that few filers
currently take advantage of paper filing
options under our current rules. For
these reasons, we do not believe that it
is necessary to establish different
compliance timetables or reporting
requirements for small entities or to
clarify, consolidate or simply the
proposed amendments requirements.
The proposed amendments use design
rather than performance standards in
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order to promote uniform filing
requirements for all registrants.
G. Request for Comment
We encourage the submission of
comments with respect to any aspect of
this Initial Regulatory Flexibility
Analysis. In particular, we request
comments regarding:
• The number of small entity issuers
that may be affected by the proposed
amendments;
• The existence or nature of the
potential impact of the proposed
amendments on small entity issuers
discussed in the analysis; and
• How to quantify the impact of the
proposed amendments.
Commenters are asked to describe the
nature of any impact and provide
empirical data supporting the extent of
the impact. Such comments will be
considered in the preparation of the
Final Regulatory Flexibility Analysis, if
the proposed amendments are adopted,
and will be placed in the same public
file as comments on the proposed
amendments themselves.
VI. Small Business Regulatory
Enforcement Fairness Act
For purposes of the Small Business
Regulatory Enforcement Fairness Act of
1996 (‘‘SBREFA’’),86 a rule is ‘‘major’’ if
it has resulted, or is likely to result, in:
• An annual effect on the economy of
$100 million or more;
• A major increase in costs or prices
for consumers or individual industries;
or
• Significant adverse effects on
competition, investment or innovation.
We request comment on whether the
proposed amendments would be a
‘‘major rule’’ for purposes of SBREFA.
We solicit comment and empirical data
on: (a) The potential annual effect on
the economy; (b) any potential increase
in costs or prices for consumers or
individual industries; and (c) any
potential effect on competition,
investment or innovation.
VII. Statutory Authority
The amendments contained in this
release are being proposed under the
authority set forth in Sections 6, 7, 8, 10
and 19(a) of the Securities Act, and
Sections 3, 12, 13, 14, 15(d), 16, 23(a)
and 35A of the Exchange Act.
List of Subjects in 17 CFR Parts 230,
232, 239, 240 and 249
Reporting and recordkeeping
requirements, Securities.
86 Public Law 104–121, Title II, 110 Stat. 857
(1996).
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Text of the Proposed Amendments
For the reasons set out in the
preamble, the Commission propose to
amend title 17, chapter II of the Code of
Federal Regulations as follows:
PART 230—GENERAL RULES AND
REGULATIONS, SECURITIES ACT OF
1933
1. The general authority citation for
part 230 continues to read as follows:
■
Authority: 15 U.S.C. 77b, 77b note, 77c,
77d, 77f, 77g, 77h, 77j, 77r, 77s, 77z–3, 77sss,
78c, 78d, 78j, 78l, 78m, 78n, 78o, 78o–7 note,
78t, 78w, 78ll(d), 78mm, 80a–8, 80a–24, 80a–
28, 80a–29, 80a–30, and 80a–37, and Pub. L.
112–106, sec. 201(a), sec. 401, 126 Stat. 313
(2012), unless otherwise noted.
*
*
*
*
*
2. Amend § 230.158 by revising
paragraph (b)(2) to read as follows:
■
§ 230.158 Definitions of certain terms in
the last paragraph of section 11(a).
*
*
*
*
*
(b) * * *
(2) Has filed its report or reports on
Form 10–K, Form 10–Q, Form 8–K,
Form 20–F, Form 40–F, or Form 6–K, or
has submitted to the Commission in
electronic format, in accordance with
the EDGAR Filer Manual, its annual
report sent to security holders pursuant
to (§ 240.14a–3(c) of this chapter (Rule
14a–3(c)) containing such information.
A registrant may use other methods to
make an earning statement ‘‘generally
available to its security holders’’ for
purposes of the last paragraph of section
11(a).
*
*
*
*
*
PART 232—REGULATION S–T—
GENERAL RULES AND REGULATIONS
FOR ELECTRONIC FILINGS
3. The general authority citation for
part 232 continues to read in part as
follows:
■
Authority: 15 U.S.C. 77c, 77f, 77g, 77h,
77j, 77s(a), 77z–3, 77sss(a), 78c(b), 78l, 78m,
78n, 78o(d), 78w(a), 78ll, 80a–6(c), 80a–8,
80a–29, 80a–30, 80a–37, 7201 et seq.; and 18
U.S.C. 1350, unless otherwise noted.
*
*
*
*
*
4. Amend § 232.11 by revising the
definition of ‘‘Related Official Filing’’ to
read as follows:
*
*
*
*
*
Related Official Filing. The term
Related Official Filing means the ASCII
or HTML format part of the official
filing with which an Interactive Data
File appears as an exhibit or, in the case
of a filing on Form N–1A (§§ 239.15A
and 94 274.11A of this chapter) or Form
11–K (§ 249.311), if applicable, the
ASCII or HTML format part of an official
■
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filing that contains the information to
which an Interactive Data File
corresponds.
*
*
*
*
*
■ 5. Amend § 232.101 by:
■ a. Revising paragraphs (a)(1)(i) and
(iii);
■ b. Removing the word ‘‘and’’ at the
end of paragraph (a)(1)(xix);
■ c. Adding and reserving paragraphs
(a)(1)(xxii) and (xxiii);
■ d. Adding paragraphs (a)(1)(xxiv)
through (xxviii);
■ e. Removing and reserving paragraphs
(b)(1) through (3), (5), (6), and (9), (c)(6)
and (8); and
■ f. Revising the heading and
introductory text of paragraph (c).
The revisions and additions to read as
follows:
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§ 232.101 Mandated electronic
submissions and exceptions.
(a) * * *
(1) * * *
(i) Registration statements and
prospectuses filed pursuant to the
Securities Act (15 U.S.C. 77a, et seq.),
registration statements filed pursuant to
Sections 12(b) or 12(g) of the Exchange
Act (15 U.S.C. 78l(b) or (g)), and
certifications that a security has been
approved by an exchange for listing and
registration filed pursuant to Section
12(d) of the Exchange Act (15 U.S.C.
78l(d)) and § 240.12d1–3 of this chapter
(Rule 12d1–3) under the Exchange Act.
The certification that a security has been
approved by an exchange for listing and
registration must be made on EDGAR in
the electronic format required by the
EDGAR Filer Manual, as defined in
§ 232.11 of this chapter (Rule 11 of
Regulation S–T). Notwithstanding
§ 232.104 of this chapter (Rule 104 of
Regulation S–T), the certification filed
under this paragraph will be considered
as officially filed with the Commission;
*
*
*
*
*
(iii) Statements, reports and schedules
filed with the Commission pursuant to
sections 13, 14, 15(d) or 16(a) of the
Exchange Act (15 U.S.C. 78m, 78n,
78o(d), 78p(a)), and proxy materials
required to be furnished for the
information of the Commission
pursuant to Rules 14a–3 and 14c–3 or in
connection with annual reports on Form
10–K (§ 249.310 of this chapter)
pursuant to section 15(d) of the
Exchange Act;
Note 1. Electronic filers filing Schedules
13D and 13G with respect to foreign private
issuers should include in the submission
header all zeroes (i.e., 00–0000000) for the
IRS tax identification number because the
EDGAR system requires an IRS number tag to
be inserted for the subject company as a
prerequisite to acceptance of the filing.
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Note 2. Foreign private issuers must file or
submit their Form 6–K reports (§ 249.306 of
this chapter) in electronic format.
*
*
*
*
*
(xxii) [Reserved]
(xxiii) [Reserved]
(xxiv) Annual reports to security
holders furnished for the information of
the Commission under § 240.14a–3(c) of
this chapter or § 240.14c–3(b) of this
chapter, under the requirements of Form
10–K (§ 249.310 of this chapter) filed by
registrants under Exchange Act Section
15(d) (15 U.S.C. 78o(d)), or by foreign
private issuers filed on Form 6–K
(§ 249.306 of this chapter) under
§ 240.13a–16 of this chapter or
§ 240.15d–16 of this chapter;
(xxv) Notices of exempt solicitation
furnished for the information of the
Commission pursuant to Rule 14a–6(g)
(§ 240.14a–6(g) of this chapter) and
notices of exempt preliminary roll-up
communications furnished for the
information of the Commission
pursuant to § 240.14a–6(n) of this
chapter (Rule 14a–6(n));
(xxvi) Form 11–K (§ 249.311 of this
chapter);
(xxvii) Periodic reports and reports
with respect to distributions of primary
obligations filed by:
(A) The International Bank for
Reconstruction and Development under
Section 15(a) of the Bretton Woods
Agreements Act (22 U.S.C. 286k–1(a))
and part 285 of this chapter;
(B) The Inter-American Development
Bank under Section 11(a) of the InterAmerican Development Bank Act (22
U.S.C. 283h(a)) and part 286 of this
chapter;
(C) The Asian Development Bank
under Section 11(a) of the Asian
Development Bank Act (22 U.S.C.
285h(a)) and part 287 of this chapter;
(D) The African Development Bank
under Section 9(a) of the African
Development Bank Act (22 U.S.C. 290i–
9(a)) and part 288 of this chapter;
(E) The International Finance
Corporation under Section 13(a) of the
International Finance Corporation Act
(22 U.S.C. 282k(a)) and part 289 of this
chapter; and
(F) The European Bank for
Reconstruction and Development under
Section 9(a) of the European Bank for
Reconstruction and Development Act
(22 U.S.C. 290l–7(a)) and part 290 of this
chapter;
(xxviii) A report or other document
submitted by a foreign private issuer
under cover of Form 6–K (§ 249.306 of
this chapter) that the issuer must
furnish and make public under the laws
of the jurisdiction in which the issuer is
incorporated, domiciled or legally
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66245
organized (the foreign private issuer’s
‘‘home country’’), or under the rules of
the home country exchange on which
the issuer’s securities are traded, as long
as the report or other document is not
a press release, is not required to be and
has not been distributed to the issuer’s
security holders, and, if discussing a
material event, has not already been the
subject of a Form 6–K or other
Commission filing or submission on
EDGAR; and
(xxix) Documents filed with the
Commission pursuant to section 33 of
the Investment Company Act (15 U.S.C.
80a–32).
*
*
*
*
*
(c) Documents that shall not be
submitted in electronic format on
EDGAR. Except as otherwise specified
in paragraph (d) of this section, the
following shall not be submitted in
electronic format on EDGAR:
*
*
*
*
*
■ 6. Amend § 232.306 by revising the
first sentence of paragraph (a) and
paragraphs (b) and (c) to read as follows:
§ 232.306 Foreign language documents
and symbols.
(a) All electronic filings and
submissions must be in the English
language, except as otherwise provided
by paragraphs (b) through (d) of this
section. * * *
(b) When including an English
summary or English translation of a
foreign language document in an
electronic filing or submission, a party
may also submit a copy of the
unabridged foreign language document
with the filing in the electronic format
required by the EDGAR Filer Manual. A
filer must provide a copy of any foreign
language document upon the request of
Commission staff.
(c) A foreign government or its
political subdivision must electronically
file a fair and accurate English
translation, if available, of its latest
annual budget as presented to its
legislative body, as Exhibit B to Form 18
(§ 249.218 of this chapter) or Exhibit (c)
to Form 18–K (§ 249.318 of this
chapter). If no English translation is
available, a foreign government or
political subdivision must submit a
copy of the foreign language version of
its latest annual budget with the filing
in the electronic format required by the
EDGAR Filer Manual.
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■ 7. Amend § 232.311 by:
■ a. Revising paragraphs (b) and (c); and
■ b. Removing and reserving paragraphs
(d) through (f).
The revisions to read as follows:
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§ 232.311 Documents submitted in paper
under cover of Form SE.
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(b) The Form SE shall be submitted in
the following manner:
(1) If the subject of a temporary
hardship exemption is an exhibit only,
the filer must file the exhibit and a Form
TH (§§ 239.65, 249.447, 269.1, and
274.404 of this chapter) under cover of
Form SE (§§ 239.64, 249.444, 269.8, and
274.403 of this chapter) no later than
one business day after the date the
exhibit was to be filed electronically.
(2) An exhibit filed pursuant to a
continuing hardship exemption may be
filed up to six business days prior to, or
on the date of filing of, the electronic
format document to which it relates but
shall not be filed after such filing date.
If a paper document is submitted in this
manner, requirements that the
document be filed with, provided with
or accompany the electronic filing shall
be satisfied.
(c) Any requirements as to delivery or
furnishing the information to persons
other than the Commission shall not be
affected by this section.
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■ 8. Amend § 232.405 by:
■ a. Revising the introductory text and
paragraphs (a)(2) and (4);
■ b. Adding paragraph (b)(4);
■ c. Revising paragraph (e); and
■ d. Revising Note 1 to § 232.405.
The revisions and additions to read as
follows:
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§ 232.405 Interactive Data File
submissions.
This section applies to electronic
filers that submit Interactive Data Files.
Section 229.601(b)(101) of this chapter
(Item 601(b)(101) of Regulation S–K),
Required Information of Form 11–K
(§ 249.311), paragraph (101) of Part II—
Information Not Required to be
Delivered to Offerees or Purchasers of
Form F–10 (§ 239.40 of this chapter),
paragraph 101 of the Instructions as to
Exhibits of Form 20–F (§ 249.220f of this
chapter), paragraph B.(15) of the General
Instructions to Form 40–F (§ 249.240f of
this chapter), paragraph C.(6) of the
General Instructions to Form 6–K
(§ 249.306 of this chapter), and General
Instruction C.3.(g) of Form N–1A
(§§ 239.15A and 274.11A of this
chapter), specify when electronic filers
are required or permitted to submit an
Interactive Data File (§ 232.11), as
further described in the note to this
section. This section imposes content,
format and submission requirements for
an Interactive Data File, but does not
change the substantive content
requirements for the financial and other
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disclosures in the Related Official Filing
(§ 232.11).
(a) * * *
(2) Be submitted only by an electronic
filer either required or permitted to
submit an Interactive Data File as
specified by § 229.601(b)(101) of this
chapter (Item 601(b)(101) of Regulation
S–K), Required Information of Form 11–
K (§ 249.311), paragraph (101) of Part
II—Information Not Required to be
Delivered to Offerees or Purchasers of
Form F–10 (§ 239.40 of this chapter),
paragraph 101 of the Instructions as to
Exhibits of Form 20–F (§ 249.220f of this
chapter), paragraph B.(15) of the General
Instructions to Form 40–F (§ 249.240f of
this chapter), paragraph C.(6) of the
General Instructions to Form 6–K
(§ 249.306 of this chapter), General
Instruction C.3.(g) of Form N–1A
(§§ 239.15A and 274.11A of this
chapter), General Instruction I of Form
N–2 (§§ 239.14 and 274.11a–1 of this
chapter), General Instruction C.3.(h) of
Form N–3 (§§ 239.17a and 274.11b of
this chapter), General Instruction C.3.(h)
of Form N–4 (§§ 239.17b and 274.11c of
this chapter), General Instruction C.3.(h)
of Form N–6 (§§ 239.17c and 274.11d of
this chapter), or General Instruction C.4
of Form N–CSR (§ 274.128 of this
chapter), as applicable;
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(4) Be submitted only by an electronic
filer either required or permitted to
submit an Interactive Data File as
specified by § 229.601(b)(101) of this
chapter (Item 601(b)(101) of Regulation
S–K), Required Information of Form 11–
K (§ 249.311), paragraph (101) of Part
II—Information Not Required to be
Delivered to Offerees or Purchasers of
Form F–10 (§ 239.40 of this chapter),
paragraph 101 of the Instructions as to
Exhibits of Form 20–F (§ 249.220f of 119
this chapter), paragraph B.(15) of the
General Instructions to Form 40–F
(§ 249.240f of this chapter), paragraph
C.(6) of the General Instructions to Form
6–K (§ 249.306 of this chapter), or
General Instruction C.3.(g) of Form N–
1A (§§ 239.15A and 274.11A of this
chapter), as applicable;
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(b) * * *
(4) If the electronic filer is an
employee purchase plan, savings plans,
or similar plan pursuant to Section
15(d) of the Securities Act, an
Interactive Data File must consist of
only a complete set of information for
all corresponding data in the Related
Official Filing, no more and no less, as
follows:
(i) The complete set of the electronic
filer’s financial statements (which
includes the face of the financial
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Sfmt 4702
statements and all footnotes) as required
in paragraphs 1., 2., and 3. of Required
Information of Form 11–K; and
(ii) All plan financial statements and
schedules prepared in accordance with
the reporting requirements of ERISA
and filed under paragraph 4 of Required
Information of Form 11–K.
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*
(e) Format—Schedules—Generally.
The part of the Interactive Data File for
which the corresponding data in the
Related Official Filing consists of
financial statement schedules as set
forth in §§ 210.12–01 through 210.12–29
of this chapter (Article 12 of Regulation
S–X), or schedules prepared in
accordance with the reporting
requirements of ERISA and filed under
paragraph 4 of Required Information of
Form 11–K, must comply with the
requirements of paragraphs (c)(1) and
(2) of this section, as modified by this
paragraph (e). Financial statement
schedules as set forth in Article 12 of
Regulation S–X, or schedules prepared
in accordance with the reporting
requirements of ERISA and filed under
paragraph 4 of Required Information of
Form 11–K must be tagged as follows:
(1) Each complete financial statement
schedule must be block-text tagged; and
(2) Within each financial statement
schedule,
(i) Each amount (i.e., monetary value,
percentage and number) must be tagged
separately; and
(ii) Each narrative disclosure may be
tagged separately to the extent the
electronic filer chooses.
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*
Note 1 to § 232.405: Section
229.601(b)(101) of this chapter (Item
601(b)(101) of Regulation S–K) specifies the
circumstances under which an Interactive
Data File must be submitted and the
circumstances under which it is permitted to
be submitted, with respect to § 239.11 of this
chapter (Form S–1), § 239.13 of this chapter
(Form S–3), § 239.25 of this chapter (Form S–
4), § 239.18 of this chapter (Form S–11),
§ 239.31 of this chapter (Form F–1), § 239.33
of this chapter (Form F–3), § 239.34 of this
chapter (Form F–4), § 249.310 of this chapter
(Form 10–K), § 249.308a of this chapter
(Form 10–Q), and § 249.308 of this chapter
(Form 8–K). Paragraph (101) of Part II—
Information not Required to be Delivered to
Offerees or Purchasers of § 239.40 of this
chapter (Form F–10) specifies the
circumstances under which an Interactive
Data File must be submitted and the
circumstances under which it is permitted to
be submitted, with respect to Form F–10.
Paragraph 101 of the Instructions as to
Exhibits of § 249.220f of this chapter (Form
20–F) specifies the circumstances under
which an Interactive Data File must be
submitted and the circumstances under
which it is permitted to be submitted, with
respect to Form 20–F. Paragraph B.(15) of the
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General Instructions to § 249.240f of this
chapter (Form 40–F) and Paragraph C.(6) of
the General Instructions to § 249.306 of this
chapter (Form 6–K) specify the
circumstances under which an Interactive
Data File must be submitted and the
circumstances under which it is permitted to
be submitted, with respect to § 249.240f of
this chapter (Form 40–F) and § 249.306 of
this chapter (Form 6–K). Section
229.601(b)(101) (Item 601(b)(101) of
Regulation S–K), paragraph (101) of Part II—
Information not Required to be Delivered to
Offerees or Purchasers of Form F–10,
paragraph 101 of the Instructions as to
Exhibits of Form 20–F, paragraph B.(15) of
the General Instructions to Form 40–F,
Required Information of Form 11–K, and
paragraph C.(6) of the General Instructions to
Form 6–K all prohibit submission of an
Interactive Data File by an issuer that
prepares its financial statements in
accordance with 17 CFR 210.6–01 through
210.6–10 (Article 6 of Regulation S–X). For
an issuer that is a management investment
company or separate account registered
under the Investment Company Act of 1940
(15 U.S.C. 80a et seq.) or a business
development company as defined in Section
2(a)(48) of the Investment Company Act of
1940 (15 U.S.C. 80a–2(a)(48)), General
Instruction C.3.(g) of Form N–1A (§§ 239.15A
and 274.11A of this chapter), General
Instruction I of Form N–2 (§§ 239.14 and
274.11a–1 of this chapter), General
Instruction C.3.(h) of Form N–3 (§§ 239.17a
and 274.11b of this chapter), General
Instruction C.3.(h) of Form N–4 (§§ 239.17b
and 274.11c of this chapter), General
Instruction C.3.(h) of Form N–6 (§§ 239.17c
and 274.11d of this chapter), and General
Instruction C.4 of Form N–CSR (§ 274.128 of
this chapter), as applicable, specifies the
circumstances under which an Interactive
Data File must be submitted.
PART 239—FORMS PRESCRIBED
UNDER THE SECURITIES ACT OF 1933
9. The authority citation for part 239
continues to read in part as follows:
■
Authority: 15 U.S.C. 77c, 77f, 77g, 77h, 77j,
77s, 77z–2, 77z–3, 77sss, 78c, 78l, 78m, 78n,
78o(d), 78o–7 note, 78u–5, 78w(a), 78ll,
78mm, 80a–2(a), 80a–3, 80a–8, 80a–9, 80a–
10, 80a–13, 80a–24, 80a–26, 80a–29, 80a–30,
and 80a–37; and sec. 107, Pub. L. 112–106,
126 Stat. 312, unless otherwise noted.
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Sections 239.63 and 239.64 are also issued
under 15 U.S.C. 77f, 77g, 77h, 77j, 77s(a),
77sss(a), 78c(b), 78l, 78m, 78n, 78o(d),
78w(a), 80a–8, 80a–24, 80a–29, and 80a–37.
10. Amend Form F–10 (referenced in
§ 239.40) by revising General Instruction
II.L to read as follows:
■
Note: The text of Form F–10 does not, and
this amendment will not, appear in the Code
of Federal Regulations.
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UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, DC 20549
Washington, DC 20549
FORM F–10
FORM F–X
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
APPOINTMENT OF AGENT FOR
SERVICE OF PROCESS AND
UNDERTAKING
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*
GENERAL INSTRUCTIONS
*
*
*
*
II. * * *
L. Where the offering registered on
this Form is being made pursuant to the
home jurisdiction’s shelf prospectus
offering procedures or procedures for
pricing offerings after the final receipt
has been issued, each supplement to, or
supplemented version of, the home
jurisdiction disclosure document(s)
prepared under such procedures shall
be filed with the Commission in
electronic format via the EDGAR system
within one business day after such
supplement or supplemented version is
filed with the principal jurisdiction.
Such filings shall be deemed not to
constitute amendments to this
registration statement. Each such filing
shall contain in the upper right hand
corner of the cover page the following
legend, which may be set forth in
longhand if legible: ‘‘Filed pursuant to
General Instruction II.L. of Form F–10;
File No. 33–[insert number of the
registration statement].’’
Note: Offerings registered on this
Form, whether or not made
contemporaneously in Canada, may be
made pursuant to National Policy
Statement No. 44 shelf prospectus
offering procedures and procedures for
pricing offerings after the final receipt
has been issued. Rules 415 and 430A
under the Securities Act are not
available for offerings registered on this
Form.
*
*
*
*
*
■ 11. Amend Form F–X (referenced in
§ 239.42) by:
■ a. Revising the introductory text to
General Instruction II;
■ b. Removing General Instruction
II.B.(2) and the corresponding Note on
the cover page; and
■ c. Redesignating General Instruction
II.B.(3) as General Instruction II.B.(2).
The revisions to read as follows:
Note: The text of Form F–X does not, and
this amendment will not, appear in the Code
of Federal Regulations.
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GENERAL INSTRUCTIONS
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PO 00000
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II. A filer must file the Form F–X in
electronic format via the Commission’s
Electronic Data Gathering, Analysis, and
Retrieval (EDGAR) system in accordance
with the EDGAR rules set forth in
Regulation S–T (17 CFR part 232). For
assistance with technical questions
about EDGAR, to request an access code
or problems with filing call the EDGAR
Filer Support Office at (202) 551–8900.
For assistance with the EDGAR rules,
call the Division of Corporation Finance
at (202) 551–3600.
*
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*
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*
■ 12. Amend Form SE (referenced in
§§ 239.64, 249.444, 269.8, and 274.403)
by:
■ a. On the cover page removing the text
‘‘__ Rule 311 (Permitted Paper Exhibit)’’;
■ b. Revising paragraph 1.A of the
General Instructions; and
■ c. Revising the first sentence of
paragraph 3.B of the General
Instructions.
The revisions to read as follows:
Note: The text of Form SE does not, and
this amendment will not, appear in the Code
of Federal Regulations.
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, DC 20549
FORM SE
FORM FOR SUBMISSION OF PAPER
FORMAT EXHIBITS BY EDGAR
ELECTRONIC FILERS
*
*
*
*
*
FORM SE GENERAL INSTRUCTIONS
1. * * *
A. Electronic filers must use this form
to submit any paper format exhibit
under the Securities Act of 1933, the
Securities Exchange Act of 1934, the
Trust Indenture Act of 1939, or the
Investment Company Act of 1940,
provided that the submission of such
exhibit in paper is permitted under Rule
201 or 202 of Regulation S–T
(§§ 232.201 or 232.202 of this chapter).
*
*
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*
3. * * *
B. If you are filing the exhibit under
a continuing hardship exemption under
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Rule 202 of Regulation S–T (§ 232.202 of
this chapter), you may file the exhibit in
paper under cover of Form SE up to six
business days before or on the date of
filing of the electronic format document
to which it relates; you may not file the
exhibit after the filing date of the
electronic document to which it relates.
* * *
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*
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*
PART 240—GENERAL RULES AND
REGULATIONS, SECURITIES
EXCHANGE ACT OF 1934
subject to this regulation otherwise than
as provided in this Rule, or to the
liabilities of section 18 of the Act,
except to the extent that the registrant
specifically requests that it be treated as
a part of the proxy soliciting material or
incorporates it in the proxy statement or
other filed report by reference.
*
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*
■ 16. Amend § 240.14c–3 by revising
paragraph (b) to read as follows:
Note: The text of Form 20–F does not, and
this amendment will not, appear in the Code
of Federal Regulations.
§ 240.14c–3 Annual report to be furnished
security holders.
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*
(b) The report sent to security holders
pursuant to this rule shall be submitted
Authority: 15 U.S.C. 77c, 77d, 77g, 77j,
in electronic format, in accordance with
77s, 77z–2, 77z–3, 77eee, 77ggg, 77nnn,
the EDGAR Filer Manual, to the
77sss, 77ttt, 78c, 78c–3, 78c–5, 78d, 78e, 78f,
Commission, solely for its information,
78g, 78i, 78j, 78j–1, 78k, 78k–1, 78l, 78m,
not later than the date on which such
78n, 78n–1, 78o, 78o–4, 78o–10, 78p, 78q,
report is first sent or given to security
78q–1, 78s, 78u–5, 78w, 78x, 78dd, 78ll,
78mm, 80a–20, 80a–23, 80a–29, 80a–37, 80b– holders or the date on which
3, 80b–4, 80b–11, and 7201 et seq., and 8302; preliminary copies, or definitive copies,
if preliminary filing was not required, of
7 U.S.C. 2(c)(2)(E); 12 U.S.C. 5221(e)(3); 18
U.S.C. 1350; Pub. L. 111–203, 939A, 124 Stat. the information statement are filed with
1376 (2010); and Pub. L. 112–106, sec. 503
the Commission pursuant to § 240.14c–
and 602, 126 Stat. 326 (2012), unless
5, whichever date is later. The report is
otherwise noted.
not deemed to be ‘‘filed’’ with the
*
*
*
*
*
Commission or subject to this regulation
Sections 240.14a–3, 240.14a–13, 240.14b–1 otherwise than as provided in this rule,
and 240.14c–7 also issued under secs. 12, 14
or to the liabilities of section 18 of the
and 17, 15 U.S.C. 781, 78n and 78g;
Act, except to the extent that the
Sections 240.14c–1 to 240.14c–101 also
registrant specifically requests that it be
issued under sec. 14, 48 Stat. 895; 15 U.S.C.
treated as a part of the information
78n;
statement or incorporates it in the
*
*
*
*
*
information statement or other filed
■ 14. Amend § 240.12d1–3 by revising
report by reference.
paragraph (c) to read as follows:
*
*
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*
*
13. The authority citation for part 240
continues to read, in part, as follows:
■
§ 240.12d1–3
certification.
Requirements as to
*
*
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*
*
(c) The certification must be filed in
electronic format via the Commission’s
Electronic Data Gathering, Analysis, and
Retrieval (EDGAR) system in accordance
with the EDGAR rules set forth in § 232
of this chapter (Regulation S–T).
■ 15. Amend § 240.14a–3 by revising
paragraph (c) to read as follows:
§ 240.14a–3 Information to be furnished to
security holders.
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(c) The report sent to security holders
pursuant to this rule shall be submitted
in electronic format, in accordance with
the EDGAR Filer Manual, to the
Commission, solely for its information,
not later than the date on which such
report is first sent or given to security
holders or the date on which
preliminary copies, or definitive copies,
if preliminary filing was not required, of
solicitation material are filed with the
Commission pursuant to § 240.14a–6,
whichever date is later. The report is not
deemed to be ‘‘soliciting material’’ or to
be ‘‘filed’’ with the Commission or
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PART 249—FORMS, SECURITIES
EXCHANGE ACT OF 1934
17. The authority citation for part 249
continues to read in part as follows:
■
Authority: 15 U.S.C. 78a et seq. and 7201
et seq.; 12 U.S.C. 5461 et seq.; 18 U.S.C. 1350;
Sec. 953(b) Pub. L. 111–203, 124 Stat. 1904;
Sec. 102(a)(3) Pub. L. 112–106, 126 Stat. 309
(2012), Sec. 107 Pub. L. 112–106, 126 Stat.
313 (2012), and Sec. 72001 Pub. L. 114–94,
129 Stat. 1312 (2015), and secs. 2 and 3 Pub.
L. 116–222, 134 Stat. 1063 (2020), unless
otherwise noted.
Section 249.220f is also issued under secs.
3(a), 202, 208, 302, 306(a), 401(a), 401(b), 406
and 407, Pub. L. 107–204, 116 Stat. 745, and
secs. 2 and 3, Pub. L. 116–222, 134 Stat.
1063.
Section 249.240f is also issued under secs.
3(a), 202, 208, 302, 306(a), 401(a), 406 and
407, Pub. L. 107–204, 116 Stat. 745.
*
*
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*
Section 249.310 is also issued under secs.
3(a), 202, 208, 302, 406 and 407, Pub. L. 107–
204, 116 Stat. 745.
*
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18. Amend Form 20–F (referenced in
§ 249.220f) by adding Item 10.J to read
as follows:
■
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UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, DC 20549
FORM 20–F
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PART I
*
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*
Item 10. * * *
J. Annual Report to Security Holders.
If a registrant is required to provide an
annual report to security holders in
response to the requirements of Form 6–
K (§ 249.306 of this chapter), the
registrant must submit the annual report
to security holders in electronic format
in accordance with the EDGAR Filer
Manual.
*
*
*
*
*
■ 19. Amend Form 40–F (referenced in
§ 249.240f) by revising General
Instruction B.(3) to read as follows:
Note: The text of Form 40–F does not, and
this amendment will not, appear in the Code
of Federal Regulations.
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, DC 20549
FORM 40–F
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*
GENERAL INSTRUCTIONS
*
*
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B. * * *
(3) Registrants reporting pursuant to
Section 13(a) or 15(d) of the Exchange
Act should file under cover of this form
the annual information form required
under Canadian law and the Registrant’s
audited annual financial statements and
accompanying management’s discussion
and analysis. Registrants shall furnish
under the cover of Form 6–K all other
information material to an investment
decision that a Registrant:
(i) makes or is required to make
public pursuant to the law of the
jurisdiction of its domicile,
(ii) filed or is required to file with a
stock exchange on which its securities
are traded, or
(iii) distributes or is required to
distribute to its security holders.
Note to paragraphs (1) and (3) of General
Instruction B: If General Instructions B.(1) or
(3) of this Form require a registrant to furnish
an annual report to security holders, the
registrant shall satisfy this requirement by
promptly submitting an English version of its
annual report to security holders in
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electronic format in accordance with the
EDGAR Filer Manual.
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20. Amend Form 6–K (referenced in
§ 249.306) by:
■ a. On the cover page removing the text
‘‘Indicate by check mark if the registrant
is submitting the Form 6–K in paper as
permitted by Regulation S–T Rule
101(b)(1):ll
■
Note: Regulation S–T Rule 101(b)(1) only
permits the submission in paper of a Form
6–K if submitted solely to provide an
attached annual report to security holders.
Indicate by check mark if the registrant is
submitting the Form 6–K in paper as
permitted by Regulation S–T Rule 101(b)(7):
ll
Note: Regulation S–T Rule 101(b)(7) only
permits the submission in paper of a Form
6–K if submitted to furnish a report or other
document that the registrant foreign private
issuer must furnish and make public under
the laws of the jurisdiction in which the
registrant is incorporated, domiciled or
legally organized (the registrant’s ‘‘home
country’’), or under the rules of the home
country exchange on which the registrant’s
securities are traded, as long as the report or
other document is not a press release, is not
required to be and has not been distributed
to the registrant’s security holders, and, if
discussing a material event, has already been
the subject of a Form 6–K submission or
other Commission filing on EDGAR.’’; and
b. Revising paragraph C(2) of the
General Instructions;
■ c. Revising paragraph C(3) of the
General Instructions; and
■ d. Adding paragraph C(7) of the
General Instructions.
The revisions and additions to read as
follows:
■
Note: The text of Form 6–K does not, and
this amendment will not, appear in the Code
of Federal Regulations.
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, DC 20549
FORM 6–K
REPORT OF FOREIGN PRIVATE
ISSUER PURSUANT TO RULES 13a–16
OR 15d–16 UNDER THE SECURITIES
EXCHANGE ACT OF 1934
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GENERAL INSTRUCTIONS
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C. * * *
(2) An issuer may submit a Form 6–
K in paper under a hardship exemption
provided by Rules 201 or 202 of
Regulation S–T (17 CFR 232.201 or
232.202).
of an annual or other report to security
holders, or of any part of a paper Form 6–
K, into an electronic filing must file the
incorporated portion in electronic format as
an exhibit to the filing in accordance with
Rule 303(b) of Regulation S–T (17 CFR
232.303(b)).
(3) When submitting a Form 6–K in
paper under a hardship exemption, an
issuer must provide the appropriate
legend required by either Rule 201(a)(2)
or Rule 202(c) of Regulation S–T (17
CFR 232.201(a)(2) or 232.202(c)) on the
cover page of the Form 6–K.
*
*
*
*
*
(7) Annual Report to Security Holders.
If General Instruction B of this form
requires an issuer to furnish an annual
report to security holders, the issuer
shall satisfy this requirement by
promptly submitting an English version
of its annual report to security holders
in electronic format in accordance with
the EDGAR Filer Manual.
*
*
*
*
*
■ 21. Amend Form 10–K (referenced in
§ 249.310) by revising paragraph (a) that
follows the text ‘‘Supplemental
Information to be Furnished With
Reports Filed Pursuant to Section 15(d)
of the Act by Registrants Which Have
Not Registered Securities Pursuant to
Section 12 of the Act’’.
Note: The text of Form 10–K does not, and
this amendment will not, appear in the Code
of Federal Regulations.;
The revision reads as follows:
(a) Except to the extent that the
materials enumerated in (1) and/or (2)
below are specifically incorporated into
this Form by reference, every registrant
which files an annual report on this
Form pursuant to Section 15(d) of the
Act must furnish to the Commission for
its information at the time of filing its
report on this form, an electronic
submission in accordance with the
EDGAR Filer Manual, of the following:
*
*
*
*
*
■ 22. Amend Form 11–K (referenced in
§ 249.311) by:
■ a. Revising General Instruction E; and
■ b. Adding paragraph 5 of Required
Instructions.
The revisions and additions to read as
follows:
Note: The text of Form 11–K does not, and
this amendment will not, appear in the Code
of Federal Regulations.
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, DC 20549
FORM 11–K
FOR ANNUAL REPORTS OF
EMPLOYEE STOCK PURCHASE,
SAVINGS AND SIMILAR PLANS
PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF
1934
*
*
*
17:56 Nov 19, 2021
Jkt 256001
PO 00000
Frm 00030
Fmt 4702
Sfmt 9990
*
*
GENERAL INSTRUCTIONS
*
*
*
*
*
E. Electronic Filers
Reports on this Form must be filed in
electronic format. See Rule 101(a)(xxvi)
of Regulation S–T (§ 232.101(a)(xxvi) of
this chapter).
*
*
*
*
*
REQUIRED INFORMATION
5. Where a plan prepares its financial
statements in accordance with these
Items section, an Interactive Data File
(§ 232.11 of this chapter) is required to
be submitted to the Commission in the
manner provided by Rule 405 of
Regulation S–T (§ 232.405 of this
chapter).
Instruction to paragraph 5: When an
Interactive Data File is submitted as
provided by Rule 405(a)(4) of Regulation
S–T (§ 232.405(a)(4) of this chapter), the
exhibit index must include the word
‘‘Inline’’ within the title description for
any eXtensible Business Reporting
Language (XBRL)-related exhibit.
*
*
*
*
*
■ 23. Amend Form CB (referenced in
§ 239.800 and § 249.480) by:
■ a. Removing the line ‘‘Filed or
submitted in paper if permitted by
Regulation S–T Rule 101(b)(8) [ ]’’ and
the corresponding Note on the cover
page; and
■ b. Removing General Instruction
II.A.(2) and redesignating General
Instruction II.A.(3) and (4) as General
Instruction II.A.(2) and (3).
By the Commission.
Dated: November 4, 2021.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2021–24523 Filed 11–19–21; 8:45 am]
BILLING CODE 8011–01–P
Note to paragraph (2): An issuer that is or
will be incorporating by reference all or part
VerDate Sep<11>2014
66249
E:\FR\FM\22NOP1.SGM
22NOP1
]]>Agencies
[Federal Register Volume 86, Number 222 (Monday, November 22, 2021)]
[Proposed Rules]
[Pages 66231-66249]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-24523]
=======================================================================
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SECURITIES AND EXCHANGE COMMISSION
17 CFR Parts 230, 232, 239, 240 and 249
[Release Nos. 33-11005; 34-93519; File No. S7-16-21]
RIN 3235-AM15
Updating EDGAR Filing Requirements
AGENCY: Securities and Exchange Commission.
ACTION: Proposed rule.
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SUMMARY: We are proposing rule and form amendments to update filing
requirements under our Electronic Data Gathering, Analysis, and
Retrieval (``EDGAR'') system. The proposed amendments would mandate the
electronic filing or submission of most of the documents that are
currently permitted electronic submissions under Regulation S-T,
including all filings on Form 6-K and filings made by multilateral
development banks; mandate the electronic submission in portable
document format (``PDF format'') of the ``glossy'' annual report to
security holders; mandate the electronic filing of the certification
made pursuant to the Exchange Act and its rules that a security has
been approved by an exchange for listing and registration; mandate the
use of Inline eXtensible Business Reporting Language (``Inline XBRL'')
for the filing of the financial statements and accompanying notes to
the financial statements required by Form 11-K; and allow for the
electronic submission in PDF format of certain foreign language
documents.
DATES: Comments should be received on or before December 22, 2021.
ADDRESSES: Comments may be submitted by any of the following methods:
Electronic Comments
Use the Commission's internet comment form (https://www.sec.gov/regulatory-actions/how-to-submit-comments); or
Send an email to [email protected]. Please include
File Number S7-16-21 on the subject line.
Paper Comments
Send paper comments in triplicate to Vanessa A.
Countryman, Secretary,
[[Page 66232]]
Securities and Exchange Commission, 100 F Street NE, Washington, DC
20549-1090.
All submissions should refer to File Number S7-16-21. This file number
should be included on the subject line if email is used. To help us
process and review your comments more efficiently, please use only one
method. The Commission will post all comments on the Commission's
internet website (https://www.sec.gov/rules/proposed.shtml). Comments
are also available for website viewing and printing in the Commission's
Public Reference Room, 100 F Street NE, Washington, DC 20549, on
official business days between the hours of 10 a.m. and 3 p.m.
Operating conditions may limit access to the Commission's public
reference room. All comments received will be posted without change.
Persons submitting comments are cautioned that we do not redact or edit
personal identifying information. You should submit only information
that you wish to make available publicly.
Studies, memoranda or other substantive items may be added by the
Commission or staff to the comment file during this rulemaking. A
notification of the inclusion in the comment file of any such materials
will be made available on the Commission's website. To ensure direct
electronic receipt of such notifications, sign up through the ``Stay
Connected'' option at www.sec.gov to receive notifications by email.
FOR FURTHER INFORMATION CONTACT: Daniel Morris, at (202) 551-3430, in
the Office of Rulemaking, Division of Corporation Finance, U.S.
Securities and Exchange Commission, 100 F Street NE, Washington, DC
20549.
SUPPLEMENTARY INFORMATION: We are proposing amendments to:
------------------------------------------------------------------------
Commission reference CFR citation (17 CFR)
------------------------------------------------------------------------
Regulation S-T.................... Sec. Sec. 232.11 through 232.903.
------------------------------------------------------------------------
Rule 101...................... Sec. 232.101.
Rule 306...................... Sec. 232.306.
Rule 311...................... Sec. 232.311.
Securities Act of 1933 \1\
(``Securities Act''):
Rule 158...................... Sec. 230.158.
Form SE....................... Sec. 239.64.
Securities Exchange Act of 1934
\2\ (``Exchange Act''):
Rule 12d1-3................... Sec. 240.12d1-3.
Rule 14a-3(c)................. Sec. 240.14a-3(c).
Rule 14c-3(b)................. Sec. 240.14c-3(b).
Form 6-K...................... Sec. 249.306.
Form 10-K..................... Sec. 249.310.
Form 11-K..................... Sec. 249.311.
Form 20-F..................... Sec. 249.220f.
Form 40-F..................... Sec. 249.240f.
------------------------------------------------------------------------
In addition, we are proposing to adopt technical amendments to 17
CFR 239.40 (``Form F-10''), 17 CFR 239.42 (``Form F-X'') and 17 CFR
239.800 (``Form CB'') to remove certain outdated references on these
forms. The rule text of these technical changes has been included with
the proposed amendments.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 77a et seq.
\2\ 15 U.S.C. 78a et seq.
---------------------------------------------------------------------------
Table of Contents
I. Introduction
II. Discussion of Proposed Amendments
A. Mandating the Electronic Filing or Submission of Permissible
Electronic Submissions
B. Mandating the Electronic Submission in PDF Format of the
``Glossy'' Annual Report to Security Holders
C. Requiring the Electronic Filing of Certifications of Approval
of Exchange Listing
D. Mandate the Use of Inline XBRL for the Filing of Financial
Statements and Accompanying Notes to the Financial Statements
Required by Form 11-K
E. Electronic Submission in PDF Format of Certain Foreign
Language Documents
F. Transition Period
III. Economic Analysis
A. Introduction
B. Economic Baseline
C. Economic Effects
1. Benefits
2. Costs
3. Efficiency, Competition, and Capital Formation
D. Reasonable Alternatives
E. Request for Comment
IV. Paperwork Reduction Act
A. Background
B. Summary of the Proposed Amendments
C. Burden and Cost Estimates Related to the Proposed Amendments
D. Request for Comment
V. Initial Regulatory Flexibility Act Analysis
A. Reasons for, and Objectives of, the Proposed Action
B. Legal Basis
C. Small Entities Subject to the Proposed Rules
D. Proposed Reporting, Recordkeeping, and Other Compliance
Requirements
E. Duplicative, Overlapping, or Conflicting Federal Rules
F. Significant Alternatives
G. Request for Comment
VI. Small Business Regulatory Enforcement Fairness Act
VII. Statutory Authority
Text of the Proposed Amendments
I. Introduction
Registrants and individuals submit to the Commission most documents
required to be filed or otherwise submitted under the Federal
securities laws in electronic format using the Commission's EDGAR
system. In 1993, when the Commission began to mandate the electronic
filing of documents on EDGAR, it adopted Regulation S-T and other rule
and form amendments to implement the operational phase of EDGAR.\3\
EDGAR filings are available to the public on our website.\4\ During the
2020 calendar year, electronic filers submitted approximately 832,000
filings on EDGAR.
---------------------------------------------------------------------------
\3\ See Rulemaking for EDGAR System, Release No. 33-6977 (Feb.
23, 1993) [58 FR 14628]. Starting in April 1993, we required many of
the documents required to be filed under the federal securities laws
to be submitted electronically via the EDGAR system. Domestic
registrants were scheduled to become subject to mandated electronic
filing in a series of discrete phase-in groups. Following the
completion of a congressionally-mandated test period, we certified
that EDGAR satisfied all statutory requirements and announced a
schedule for completing the transition to mandated electronic filing
for all domestic registrants and persons filing documents with
respect to those registrants.
\4\ EDGAR documents are also available through some third-party
information providers that obtain filings from EDGAR and disseminate
them through their own websites.
---------------------------------------------------------------------------
When the Commission adopted Regulation S-T, it did not mandate the
electronic filing of all documents that are required to be filed under
the
[[Page 66233]]
Federal securities laws.\5\ Currently, 17 CFR 232.10(a) (``Rule
101(a)'') mandates the electronic filing of over 400 different forms,
schedules, reports, and applications. However, 17 CFR 232.101(b)
(``Rule 101(b)'') identifies a small number of documents that filers
may choose (but are not required) to submit in electronic format via
EDGAR and 17 CFR 232.101(c) (``Rule 101(c)'') identifies a numbers of
documents that are proscribed from submission in electronic format via
EDGAR.\6\ The mandated electronic filings with the Commission have
enabled investors and other EDGAR users to access more quickly the
information contained in registration statements, periodic reports, and
other filings made with the Commission.
---------------------------------------------------------------------------
\5\ The Commission recognized that, at the time of adoption of
Regulation S-T, certain documents, due to the graphical content or
the format of data contained in the document and limitations of
information technology, could be difficult to convert into an
electronic format.
\6\ 17 CFR 232.101(c).
---------------------------------------------------------------------------
Since our implementation of EDGAR, we have increasingly sought to
make the system more comprehensive by including more filings in the
mandated electronic filing category. For example, in 2002, we adopted
amendments to require foreign private issuers and foreign governments
to submit electronically via EDGAR many of the documents that they are
required to file.\7\ In 2003,\8\ we adopted rule and form amendments to
mandate the electronic filing of Forms 3,\9\ 4,\10\ and 5.\11\
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\7\ See Mandated EDGAR Filing for Foreign Issuers, Release No.
33-8099 (May 14, 2002) [67 FR 36678].
\8\ See Mandated Electronic Filing and website Posting for Forms
3, 4 and 5, Release No. 33-8230 (May 7, 2003) [68 FR 25788].
\9\ 17 CFR 249.103.
\10\ 17 CFR 249.104.
\11\ 17 CFR 249.105.
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In furtherance of this objective, we are proposing amendments to
update some of our EDGAR filing requirements. Specifically, we are
proposing rule and form amendments that would: (1) Mandate the
electronic filing or submission of most of the documents that are
currently permitted electronic submissions under Rule 101(b) of
Regulation S-T; \12\ (2) mandate the electronic submission in PDF
format of the ``glossy'' annual report to security holders; (3) mandate
the electronic filing of the certification made pursuant to 15 U.S.C.
78l(d) (``Section 12(d) of the Exchange Act'') and 17 CFR 240.12d1-2
(``Exchange Act Rule 12d1-3'') that a security has been approved by an
exchange for listing and registration; (4) mandate the use of Inline
XBRL for the filing of the financial statements and accompanying notes
to the financial statements required by Form 11-K; and (5) allow for
the electronic submission in PDF format of certain foreign language
documents.
---------------------------------------------------------------------------
\12\ 17 CFR 232.101(b).
---------------------------------------------------------------------------
We welcome feedback and encourage interested parties to submit
comments on any or all aspects of the proposed rule amendments. When
commenting, it would be most helpful if you include the reasoning
behind your position or recommendation.
II. Discussion of Proposed Amendments
A. Mandating the Electronic Filing or Submission of Permissible
Electronic Submissions
Currently under Rule 101(b) of Regulation S-T, filers have the
option to submit the following documents either electronically or in
paper format:
Annual reports to security holders (colloquially referred
to as the ``glossy'' annual reports) furnished for the information of
the Commission pursuant to Exchange Act Rules 14a-3(c) or 14c-3(b), or
under the requirements of Form 10-K \13\ for registrants reporting
pursuant to 15 U.S.C. 78o(d) (``Section 15(d) of the Exchange Act''),
or by foreign private issuers on Form 6-K pursuant to Exchange Act
Rules 17 CFR 240.13a-16 (``Rule 13a-16'') or 17 CFR 240.15d-16 (``Rule
15d-16'');
---------------------------------------------------------------------------
\13\ In 2016, the Division of Corporation Finance stated that it
would not object if a registrant posts an electronic version of its
``glossy'' annual report to security holders to its corporate
website by the applicable date specified in Rule 14a-3(c), Rule 14c-
3(b), or in Form 10-K, in lieu of mailing paper copies or submitting
it on EDGAR if the report remains accessible for at least one year
after posting. The staff may, in its discretion, obtain paper copies
of these reports from registrants upon request as necessary. See
Proxy Rules and Schedule 14A (Regarding Submission of Annual Reports
to SEC Under Rules 14a-c(3) and 14c-3(b)), U.S. Sec. & Exch. Comm'n
(Nov. 2, 2016), available under ``Compliance and Disclosure
Interpretations--Proxy Rules and Schedule 14A'' at https://www.sec.gov/divisions/corpfin/guidance/exchange-act-rule-14a3-14c3.htm (``Proxy Rules and Schedule 14A Guidance''). If the
proposed amendments are adopted, the 2016 staff guidance would be
withdrawn. See infra Section II.B.
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Notices of exempt solicitation furnished for the
information of the Commission pursuant to 17 CFR 240.14a-6(g)
(``Exchange Act Rule 14a-6(g)''), and notices of exempt preliminary
roll-up communications furnished for the information of the Commission
pursuant to 17 CFR 240.14a-6(n) (``Exchange Act Rule 14a-6(n)'');
Annual reports for employee benefit plans on 17 CFR
249.311 (``Form 11-K''); \14\
---------------------------------------------------------------------------
\14\ Registrants who satisfy their Form 11-K filing obligations
by filing an amendment to Form 10-K, as provided by Exchange Act
Rule 15d-21 [17 CFR 240.15d-21], may also file these amendments in
paper or electronic format.
---------------------------------------------------------------------------
17 CFR 239.144 (``Form 144'') where the issuer of the
securities is subject to the reporting requirements under Section 13 or
Section 15(d) of the Exchange Act; \15\
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\15\ The Commission proposed amendments to mandate, among other
changes, the electronic filling of all Form 144 notices related to
the resale of securities of issuers that are subject to the
reporting requirements of Section 13 or 15(d) of the Exchange Act,
and eliminate the filing requirement for Form 144 notices related to
the resale of securities of issuers that are not subject to Exchange
Act reporting in December 2020. See Rule 144 Holding Period and Form
144 Filings, Release No. 33-10991(Dec. 22, 2020) [85 FR 79936]
(proposing to remove and reserve paragraphs (b)(4) and (c)(6) of
Rule 101 of Regulation S-T).
---------------------------------------------------------------------------
Periodic reports and reports with respect to distributions
of primary obligations filed by the International Bank for
Reconstruction and Development, the Inter-American Development Bank,
the Asian Development Bank, the African Development Bank, the
International Finance Corporation, or the European Bank for
Reconstruction and Development (collectively, the ``Development
Banks''); \16\
---------------------------------------------------------------------------
\16\ Pursuant to rules adopted by the Commission, the
Development Banks are required to file annual and quarterly reports
with the Commission in connection with the distribution of primary
obligations issued by the Development Banks. In addition, the
Development Banks are required to file a distribution report with
the Commission on or prior to the date on which any distribution of
primary obligations are issued to the public in the United States.
See 17 CFR 285-290.
---------------------------------------------------------------------------
Reports or other documents submitted by a foreign private
issuer under cover of Form 6-K that the foreign private issuer must
furnish and make public under the laws of the jurisdiction in which the
issuer is incorporated, domiciled or legally organized (the foreign
private issuer's ``home country''), or under the rules of the home
country exchange on which the foreign private issuer's securities are
traded, as long as the report or other document is not a press release,
is not required to be and has not been distributed to the issuer's
security holders, and, if discussing a material event, has already been
the subject of a Form 6-K or other Commission filing or submission on
EDGAR; and
Documents filed with the Commission pursuant to 15 U.S.C.
80a-32 (``Section 33 of the Investment Company Act'').\17\
---------------------------------------------------------------------------
\17\ See Rule 101(b)(9) of Regulation S-T [17 CFR
232.101(b)(9)].
---------------------------------------------------------------------------
Advances in information technology, the expanded use of the
internet, and upgrades to EDGAR have made it easier for filers to
prepare documents electronically and file or submit them
[[Page 66234]]
on EDGAR. Moreover, documents filed or submitted on EDGAR are more
quickly and readily available to the public than paper submissions.
Generally, investors or other parties wishing to access and review
paper filings must do so in person at the Commission's public reference
room, or subscribe to a third-party information service that scans and
distributes the information after a paper filing is made. For an
investor or other user, it can be both time consuming and cumbersome to
obtain these filings in paper.
While filers are permitted to file or submit the documents listed
in Rule 101(b) in paper, many currently do so electronically. The table
below shows the number of these documents subject to the proposed
amendments that were filed or submitted on paper and electronically
during the 2019 and 2020 calendar years.
Table 1
----------------------------------------------------------------------------------------------------------------
CY2019 CY2020
Permissible electronic submissions pursuant to CY2019 Paper Electronic CY2020 Paper Electronic
Rule 101(b) of Regulation S-T submissions submissions submissions submissions
----------------------------------------------------------------------------------------------------------------
Annual reports to security holders furnished for .............. 26 .............. 23
the information of the Commission pursuant to
Exchange Act Rules 14a-3(c) or 14c-3(b), or
under the requirements of Form 10-K for
registrants reporting pursuant to Section 15(d)
of the Exchange Act, or by foreign private
issuers on Form 6-K \1\........................
Reports and other documents filed by foreign 3 22,553 2 23,373
private issuers under cover of Form 6-K........
Notices of exempt solicitation furnished for the 0 186 0 219
information of the Commission pursuant to Rule
14a-6(g).......................................
Notices of exempt preliminary roll-up 0 0 0 0
communications furnished for the information of
the Commission pursuant to Rule 14a-6(n).......
Annual reports for employee benefit plans on 25 1,065 19 1,047
Form 11-K filed under Section 15(d) of the
Exchange Act...................................
Periodic reports and reports with respect to 72 38 82 53
distributions of primary obligations filed by
Development Banks..............................
Documents filed with the Commission pursuant to 5 4 0 3
Section 33 of the Investment Company Act of
1940...........................................
----------------------------------------------------------------------------------------------------------------
1. In Table 1, ``--'' denotes the minimal number of ``glossy'' annual reports to security holders submitted to
the Commission in paper format. The staff no longer tallies the number of these reports submitted in paper
format. However, we believe the number is minimal as issuers typically avail themselves of the 2016 staff
guidance. See Proxy Rules and Schedule 14A Guidance, supra note 13; see also infra Section II.B.
We propose to amend Rule 101 of Regulation S-T to mandate the
electronic filing of certain documents listed in the table above that
are currently permitted electronic filings under Rule 101(b). The
proposed amendments would remove the permitted electronic submissions
listed in Rule 101(b)(1) through paragraph (b)(6), with the exception
of current 101(b)(4) which relates to Rule 144 filings,\18\ as well as
paragraph (b)(9) and add these items to the list of mandated electronic
submissions contained in Rule 101(a)(1) of Regulation S-T. We believe
that mandating the electronic filing of these documents would benefit
investors and other users by making the information contained in these
filings more easily accessible to the public within a short time after
filing on EDGAR. The use of EDGAR would also facilitate more efficient
storage, retrieval, and analysis of these documents as compared to a
paper filing, improve the Commission's ability to track and process
filings, and modernize the Commission's records management process.
With respect to permitted electronic submissions under Rule 101(b) that
are furnished for the information of the Commission, such as paper
copies of the ``glossy'' annual report to security holders, certain
information under Form 6-K, and notices of exempt solicitation, the
proposed amendments would eliminate a paper option that is, as a
practical matter, no longer used by the vast majority of registrants.
---------------------------------------------------------------------------
\18\ As noted above, Rule 144 filings under Rule 101(b)(4) are
the subject of a separate proposed rulemaking by the Commission that
proposes to amend Rules 101(a) and 101(b) of Regulation S-T to
mandate the electronic filing of all Form 144 filings for the sale
of securities of Exchange Act reporting companies. See supra note
15. If we adopt the amendments proposed in this release, we may
consider adopting the proposed Form 144 electronic filing
requirements at the same time. In calendar years 2019 and 2020,
respectively, the Commission received over 31,000 and 34,000 Form
144 filings. Of these submissions, 221 filings in 2019 and 204
filings in 2020 were made electronically.
---------------------------------------------------------------------------
Request for Comment
Should we mandate electronic filing or submission of the
documents that are currently permissible electronic filings or
submissions under Rule 101(b)(1) through(b)(6), as well as paragraph
(b)(9), as proposed? If not, why? For instance, are there any technical
barriers that would make it unduly burdensome to file or submit such
documents electronically? Are there any documents that are currently
permissible electronic filings or submissions that we should continue
to permit, but not require, to be submitted electronically? If so, why?
Is there information disclosed under Form 6-K that
necessitates the continued permitted, as opposed to required,
electronic submission of that form? If so, which exhibits or parts, and
why?
Should we mandate the electronic submission of the reports
filed by Development Banks, as proposed? Or should we continue to
permit, but not require, these documents to be submitted electronically
or in paper? Are there some documents filed by these institutions that
should not be mandated electronic submissions? If so, which documents
and why? Do the holders of the financial products issued by the
Development Banks find the format of these disclosures useful? Are
there other changes that would make them more useful?
Instead of mandating the electronic submission of notices
of exempt solicitations and exempt preliminary roll-up communications
that are furnished for the information of the Commission, should we
eliminate the requirement to submit these notices? Are the notices
under Rule 14a-6(g) and/or Rule 14a-6(n) beneficial to investors and
other EDGAR users such that the notice requirement should be
[[Page 66235]]
retained regardless of its utility to the Commission? If so, please
explain the benefit that the notices provide to the public.
B. Mandating the Electronic Submission in PDF Format of the ``Glossy''
Annual Report to Security Holders
Currently, Exchange Act Rules 14a-3(c) and 14c-3(b) require
registrants subject to these rules to furnish to the Commission, for
its information, seven copies of their ``glossy'' annual report to
security holders.\19\ Form 10-K contains a similar provision that
requires registrants that are required to file a Form 10-K pursuant to
Section 15(d) of the Exchange Act to furnish to the Commission four
copies of their ``glossy'' annual report to security holders.\20\ In
addition, foreign private issuers are often required to furnish to the
Commission their ``glossy'' annual report to security holders in
response to the requirements of Form 6-K.
---------------------------------------------------------------------------
\19\ In 1967, we amended Exchange Act Rules 14a-3(c) and 14c-
3(b) to require registrants to furnish to the Commission, solely for
its information, seven copies of their ``glossy'' annual report to
security holders. See Proxy and Stockholder Information Rules,
Release No. 34-8029 (Jan. 24, 1967) [32 FR 1035]. Prior to these
amendments, registrants were required to furnish to the Commission
four copies of their ``glossy'' annual report to security holders.
\20\ See Form 10-K, Supplemental Information to be Furnished
With Reports Filed Pursuant to Section 15(d) of the Act by
Registrants Which Have Not Registered Securities Pursuant to Section
12 of the Act. Form 10-K also currently requires registrants
required to file a Form 10-K pursuant to Section 15(d) of the
Exchange Act to furnish to the Commission every proxy statement,
form of proxy or other proxy soliciting material sent to more than
ten of the registrant's security holders with respect to any annual
or other meeting of security holders.
---------------------------------------------------------------------------
Currently, Rule 101(b)(1) of Regulation S-T permits all of these
registrants to satisfy the above requirements by submitting to the
Commission their ``glossy'' annual report to security holders in either
paper or electronically on EDGAR. Additionally, in 2016 the Division of
Corporation Finance stated that staff would not object if registrants
subject to these requirements post an electronic version of the report
on their website and make it accessible for at least one year after
posting in lieu of submission to the Commission.\21\ Given these
options, we received minimal paper submissions and very few electronic
submissions of annual reports during the 2019 and 2020 calendar
years.\22\
---------------------------------------------------------------------------
\21\ See Proxy Rules and Schedule 14A Guidance, supra note 13.
\22\ Prior to 2014, the staff would manually scan the paper
``glossy'' annual report to security holders and post the document
on the Commission's website. However, in April 2014, in an effort to
reduce costs and simplify administrative processes, as well as in
light of the availability of the ``glossy'' annual report to
security holders on company websites, the staff announced that it
would discontinue this practice. See SEC Announcement, `` `Glossy'
annual reports to security holders submitted to the SEC in paper
will no longer be viewable on the SEC's website'' (Apr. 9, 2014),
available at https://www.sec.gov/corpfin/announcement/cfannouncement-annual-reports-security-holders-website.html.
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We propose to no longer permit registrants to submit their
``glossy'' annual report to security holders to the Commission in paper
by removing Item 101(b)(1) of Regulation S-T. Instead, we propose to
require registrants to submit to the Commission their ``glossy'' annual
report to security holders via an electronic submission on EDGAR in PDF
format, in accordance with the EDGAR Filer Manual. We believe the
requirements to furnish these reports to the Commission in paper format
under Exchange Act Rule 14a-3(c), Exchange Act Rule 14c-3(b) and Form
10-K are unnecessary. We also believe that, in addition to helping
inform the Commission, investors would benefit from the ability to
access electronic copies of the ``glossy'' annual reports to security
holders on EDGAR. In this regard, the proposed amendments, if adopted
by the Commission, would supersede the staff guidance provided in 2016
stating that the Commission would not object if registrants post their
``glossy'' annual reports to security holders on their corporate
websites for at least one year in lieu of furnishing paper copies to
the Commission. If the proposed amendments are adopted, EDGAR would
serve as a repository for PDF copies of the ``glossy'' annual reports
to security holders, whether or not registrants decide to post the
reports on their corporate websites. Creating an archive of electronic
PDF copies of the ``glossy'' annual reports to security holders would
ensure long-term access to these reports in a centralized database
available to the public and would avoid the burden for investors and
the staff to search individual corporate websites and other resources
for this information. In addition, electronic submission in PDF format
of the ``glossy'' annual report to security holders should capture the
graphics, styles of presentation, and prominence of disclosures
(including text size, placement, color, and offset, as applicable)
contained in the reports.\23\
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\23\ Under the proposed amendments, the ``glossy'' annual report
to security holders should not be re-formatted, re-sized, or
otherwise re-designed for purposes of the PDF submission on EDGAR.
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Therefore, we propose to amend Exchange Act Rule 14a-3(c), Exchange
Act Rule 14c-3(b), and Form 10-K to eliminate the option for
registrants to furnish to the Commission paper copies of their
``glossy'' annual report to security holders. Instead, we propose to
mandate the electronic submission of these reports in PDF format in
accordance with the EDGAR Filer Manual. We also propose to amend
Securities Act Rule 158(b)(2) to replace the reference to the
furnishing of copies of the ``glossy'' annual report to security
holders to the Commission with a reference to furnishing the report to
the Commission in PDF format in accordance with the EDGAR Filer
Manual.\24\ Notwithstanding these proposed amendments, our proxy rules
will continue to require certain registrants subject to the proxy rules
to publish their ``glossy'' annual report to security holders on a
website other than the Commission's website.\25\
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\24\ See Rule 158(b)(2) of the Securities Act [17 CFR
230.158(b)(2)].
\25\ See Exchange Act Rule 14a-16(b) [17 CFR 240.14a-16]; see
also Shareholder Choice Regarding Proxy Materials, Exchange Act
Release No. 34-56135 (July 26, 2007) [72 FR 42222].
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With respect to foreign private issuers, we similarly propose to
amend Form 6-K to remove references to the paper submission to the
Commission of a ``glossy'' annual report to security holders and would
require foreign private issuers to satisfy their Form 6-K requirement
to furnish such a report by submitting the report electronically in PDF
format on EDGAR, in accordance with the EDGAR Filer Manual.
Request for Comment
Should we amend Exchange Act Rule 14a-3(c), Exchange Act
Rule 14c-3(b), and Form 10-K to mandate that registrants submit in
electronic format the ``glossy'' annual report to security holders, as
proposed? Would a particular format (e.g., PDF, HTML, etc.) for the
electronic submission of the ``glossy'' annual report to security
holders be most useful to investors? In lieu of the proposed
requirement to submit the ``glossy'' annual report to security holders
to the Commission in electronic format, should we permit registrants to
post the reports on their websites? If so, should we require
registrants to retain the reports on their corporate websites for a
duration longer than the one-year period specified in the 2016 staff
guidance? If so, how long should the ``glossy'' annual reports to
security holders be retained on the corporate websites (two years, five
years, etc.)?
Should we eliminate the option for foreign private issuers
to submit their ``glossy'' annual report to security holders in paper
format and instead require them to satisfy a Form 6-K requirement to
furnish such a report by submitting the report via an electronic
[[Page 66236]]
submission in PDF format, in accordance with the EDGAR Filer Manual, as
proposed?
C. Requiring the Electronic Filing of Certifications of Approval of
Exchange Listing
For securities to be listed on an exchange, Exchange Act Rule 12d1-
3 requires the national securities exchange to file a certification
with the Commission that the security has been approved by the exchange
for listing and registration pursuant to Section 12(d) of the Exchange
Act.\26\ This certification must specify (1) the approval of the
exchange for listing and registration; (2) the title of the security so
approved; (3) the date of filing with the exchange of the application
for registration and of any amendments thereto; and (4) any conditions
imposed on such certification. This certification that a security has
been approved for listing and registration is not currently covered
under the EDGAR filing requirements in Rule 101 of Regulation S-T.\27\
However, recently EDGAR was modified to permit the voluntary electronic
submission of the certifications on EDGAR.\28\ During the 2020 calendar
year, the Commission received 1,184 certifications from national
securities exchanges. All of the certifications were submitted
electronically, except one. Given the overwhelming use of this option,
we propose to amend Exchange Act Rule 12d1-3 and Rule 101(a) of
Regulation S-T to mandate the electronic filing of these
certifications.\29\
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\26\ During the three-year period from January 1, 2015 through
December 31, 2017, we received approximately 1,965 paper
certifications that a security has been approved for listing and
registration. In December 2017, we issued EDGAR Release 17.4 that,
among other things, introduced a new submission form type for the
certification by an exchange approving securities for listing and
registration. See Adoption of Updated EDGAR Filer Manual, Release
No. 33-10444 (Dec. 8, 2017) [83 FR 2369].
\27\ Pursuant to Rule 100 of Regulation S-T, an exchange is
subject to mandated electronic filing. [17 CFR 232.10]. However,
Exchange Act Rule 12d1-3(c) specifies that the certification may be
made by telegram but in such case must be confirmed in writing, and
all certifications in writing and all amendments thereto must be
filed with the Commission in duplicate. If an exchange elects to
file the certification on EDGAR, it must submit it on EDGAR in PDF.
See Volume II of the EDGAR Filer Manual, Version 44 (Dec. 2017).
\28\ See supra note 26.
\29\ The proposed amendment to Rule 101(a) of Regulation S-T
would require the filing of the certification as a PDF document as
is currently permitted.
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Request for Comment
Should we mandate the electronic filing of the
certification that a security has been approved by an exchange for
listing? If not, why?
D. Mandate the Use of Inline XBRL for the Filing of Financial
Statements and Accompanying Notes to the Financial Statements Required
by Form 11-K
In 2009, the Commission adopted rules requiring operating companies
to submit the information from the financial statements included in
their registration statements and periodic and current reports in a
structured, machine-readable format using XBRL format.\30\ In 2018, the
Commission adopted modifications to these requirements by requiring
issuers to use Inline XBRL format, which is both machine-readable and
human-readable, to reduce the time and effort associated with preparing
XBRL filings and improve the quality and usability of XBRL data for
investors.\31\ Since then, the Commission has phased-in XBRL
requirements and undertaken to expand the number of Forms and
disclosures that require data-tagging in Inline XBRL.\32\
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\30\ Interactive Data to Improve Financial Reporting, Securities
Act Release No. 9002 (Jan. 30, 2009) [74 FR 6776 (Feb. 10, 2009)]
(``2009 Financial Statement Information Adopting Release'')
(requiring submission of an Interactive Data File to the Commission
in exhibits to such reports); see also Securities Act Release No.
9002A (Apr. 1, 2009) [74 FR 15666 (Apr. 7, 2009)].
\31\ Inline XBRL Filing of Tagged Data, Securities Act Release
No. 10514 (June 28, 2018) [83 FR 40846, 40847 (Aug. 16, 2018)]
(``Inline XBRL Adopting Release''). Inline XBRL allows filers to
embed XBRL data directly into an HTML document, eliminating the need
to tag a copy of the information in a separate XBRL exhibit. Inline
XBRL is both human-readable and machine-readable for purposes of
validation, aggregation, and analysis. Id. at 40851.
\32\ See Filing Fee Disclosure and Payment Methods
Modernization, Release No. 33-10720 (Oct. 24, 2019) [84 FR 71580
(Dec. 27, 2019)].
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Currently, the annual reports of employee stock purchase plans,
savings plans, and similar plans filed on Form 11-K are not subject to
the structured data reporting requirements for operating companies or
registered investment companies. Accordingly, the financial statements
required by Form 11-K are not machine-readable. These financial
statements include:
An audited statement of financial condition as of the end
of the latest two fiscal years of the plan (or such lesser period as
the plan has been in existence); and
An audited statement of comprehensive income (either in a
single continuous financial statement or in two separate but
consecutive financial statements; or a statement of net income if there
was no other comprehensive income) and changes in plan equity for each
of the latest three fiscal years of the plan (or such lesser period as
the plan has been in existence.\33\
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\33\ See Required Information, Form 11-K. These financial
statements must be prepared in accordance with the applicable
provisions of Article 6A of Regulation S-X (17 CFR 210.6A).
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Under Form 11-K, registrants also have the option to file with the
Commission plan financial statements and schedules prepared in
accordance with the financial reporting requirements of 29 U.S.C, 18 et
seq (the ``Employee Retirement Income Security Act of 1974'' or
``ERISA'').\34\ When filers elect this option, plan financial
statements are embedded within the filing or filed as exhibits in a
non-structured format.\35\
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\34\ 29 U.S.C. 18 et seq. Plan financial statements required
under ERISA are prepared on Form 5500. See Form 5500, Annual Return/
Report of Employee Benefit Plan, available at https://www.dol.gov/sites/dolgov/files/EBSA/employers-and-advisers/plan-administration-and-compliance/reporting-and-filing/form-5500/2020-form-5500.pdf.
\35\ Under paragraph 4 of Required Information of Form 11-K,
plans may include all or a portion of Form 5500 into the Form 11-K
filing with the Commission.
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We are proposing to require registrants to present the financial
information and the accompanying financial notes required by Form 11-K
in Inline XBRL format.\36\ Under the proposed amendments the data-
tagging requirement for annual reports on Form 11-K would mirror the
Inline XBRL requirements for annual reports on Forms 10-K, 20-F, and
40-F. As such, every data point in the financial statements required by
Form 11-K would be tagged in Inline XBRL. Further, where there are
narrative disclosures (e.g., notes to the financial statements),
registrants would be required, like filers of Forms 10-K, 20-F, and 40-
F, to apply block tags to the narrative disclosures and detailed tags
to any numeric amounts presented in the narrative text.
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\36\ The proposed amendments will also apply to financial
statements required by Form 11-K that are filed in accordance with
Rule 15d-21.
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Structuring this data will enable automated analytical tools to
extract tagged information. As a result, plan participants, analysts,
and the Commission will be better able to access, organize, and
evaluate the information presented by filers. Under the proposed
amendments, the use of the Inline XBRL format would be specified in the
definition of ``Related Official Filing'' in Rule 11 of Regulation S-T,
Rule 405 of Regulation S-T, Form 11-K, and in the EDGAR Filer Manual.
Request for Comment
Should all filers be required to structure the data
presented in the financial statements and accompanying
[[Page 66237]]
notes to the financial statements in the Form 11-K, as proposed? Should
certain filers be exempted from the proposed data-tagging requirement?
If so, which ones?
Do the proposed amendments require tagging of the
appropriate information? Are there additional items in the Form 11-K
that should be tagged? If so, which ones? Are there items to be tagged
under the proposed amendments that should not be tagged? If so, which
ones?
Is Inline XBRL the most appropriate structuring format for
information contained in Form 11-K? Is there another structuring format
such as XML that would work better in these circumstances? Should we
refrain from requiring a specific technology and instead provide
parameters to guide selection of an appropriate structured data
language?
In addition to Form 11-K, should we require filers to
provide machine-readable data for any other filings or submissions that
we propose to make mandatory electronic submissions under the proposed
amendments? If so, for which filings or submissions? What types of data
should be structured and which structured data format(s) would be the
most useful to investors? Should we limit data-tagging requirements to
those filings and submissions that contain quantitative disclosures or
should we also require tagging of narrative disclosures? Should certain
documents be subject to different structured data requirements than
others? If so, which ones and how should the requirements differ? What
would be the additional cost to registrants to provide the documents
currently filed or submitted under Rule 101(b) in machine-readable
format?
E. Electronic Submission in PDF Format of Certain Foreign Language
Documents
Generally, all filings and submissions to the Commission must be in
English.\37\ Rule 306(a) of Regulation S-T prohibits the electronic
filing or submission of a document that is in a foreign language.\38\
If an electronic filing or submission requires the inclusion of a
foreign language document, the document must either be translated into,
or (if it is an exhibit or attachment to a filing or submission)
summarized in English and submitted in electronic format.\39\
Currently, Rules 306(b) and (c) of Regulation S-T govern the submission
of a foreign language document by an electronic filer.\40\ Rule 306(b)
permits the paper submission of an unabridged foreign language document
if an English translation or summary of that document has already been
provided in an electronic filing or submission. Rule 306(c) requires
the paper submission of a foreign language version of a foreign
government or its political subdivision's latest annual budget if an
English translation of the budget is unavailable and such an exhibit is
required by Form 18 or Form 18-K.
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\37\ See 17 CFR 230.403; 17 CFR 240.12b-12; and Rule 306 of
Regulation S-T.
\38\ Rule 306(d) of Regulation S-T provides for one exception to
Rule 306(a) and allows for the electronic filing of certain
documents that contain both French and English by Canadian issuers
[17 CFR 232.306(d)].
\39\ See 17 CFR 230.403(c); 17 CFR 240.12b-12(d); 17 CFR
232.306(a).
\40\ Currently, electronic filers may not submit these
untranslated foreign language documents in electronic format. 17 CFR
232.101(c)(8) (``Rule 101(c)(8) of Regulation S-T'') states that
documents and symbols in a foreign language shall not be submitted
in electronic format and, thus, may only be submitted in paper.
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In an effort both to reduce the number of paper submissions we
receive and increase the public's access to these foreign language
documents, we propose to amend Rule 306 to eliminate paper submission
of the above two types of foreign language documents, and to instead
provide for their electronic submission as PDFs.\41\ We also propose to
amend Rule 311 of Regulation S-T and Form SE to clarify that these two
types of foreign language documents may no longer be submitted in paper
under the cover of Form SE.
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\41\ We also propose to remove and reserve Rule 101(c)(8) of
Regulation S-T. As noted above, Rule 101(c)(8) prohibits the
electronic submission of documents and symbols in a foreign
language. We note that even with the proposed removal of this
prohibition, Rule 306(a) of Regulation S-T will still generally
require all electronic filings and submissions to be in English.
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Request for Comment
Should we allow the two types of foreign language
documents specified in Rules 306(b) and (c) to be submitted
electronically as PDFs and remove the option to submit them in paper
form? If not, why? Should electronic submission of these documents
instead be optional?
If an English translation or summary of a foreign language
document has been filed electronically with the Commission, should we
require rather than just permit the electronic PDF submission of the
unabridged foreign language documents? If so, why?
F. Transition Period
We are proposing to provide a six-month transition period after the
effective date of the proposed amendments, if adopted, to give
registrants sufficient time to prepare to submit electronically their
``glossy'' annual reports to security holders in PDF format in
accordance with the EDGAR Filer Manual and to allow paper filers who
would be first-time electronic filers adequate time to apply for the
necessary filer codes on EDGAR. Similarly, if the proposed amendments
are adopted, we are proposing to afford Form 11-K filers a three-year
transition period in which to comply with the proposed requirement to
submit in XBRL format the financial statements and accompanying notes
to the financial statements required by Form 11-K.
Request for Comment
Are the proposed six-month and three-year transition
periods appropriate? Would shorter or longer transition periods be more
appropriate?
III. Economic Analysis
A. Introduction
The Commission is proposing rule and form amendments to update
filing requirements under our EDGAR system. We are mindful of the costs
imposed by, and the benefits obtained from, our rules and the proposed
amendments.\42\ The discussion below addresses the potential economic
effects of the proposed amendments. These effects include the likely
benefits and costs of the proposed amendments and reasonable
alternatives thereto, as well as any potential effects on efficiency,
competition, and capital formation. We attempt to quantify these
economic effects whenever possible; however, due to data limitations,
we are unable to do so in many cases. For example, we are unable to
quantify the value to the public of being able to more quickly access a
document on EDGAR. When we cannot provide a quantitative assessment, we
provide a qualitative discussion of the economic effects instead.
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\42\ Section 2(b) of the Securities Act [15 U.S.C. 77b(b)] and
Section 3(f) of the Exchange Act [15 U.S.C. 78c(f)] require us, when
engaging in rulemaking that requires us to consider or determine
whether an action is necessary or appropriate in the public
interest, to consider, in addition to the protection of investors,
whether the action will promote efficiency, competition and capital
formation. In addition, Section 23(a)(2) of the Exchange Act [15
U.S.C. 78w(a)(2)] requires us to consider the effects on competition
of any rules that the Commission adopts under the Exchange Act and
prohibits the Commission from adopting any rule that would impose a
burden on competition not necessary or appropriate in furtherance of
the purposes of the Exchange Act.
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The Commission is making the proposed amendments to facilitate the
efficient submission of documents submitted to the EDGAR system; to
[[Page 66238]]
reduce burdens and inefficiencies associated with the filing,
dissemination, storage, and retrieval of non-electronic and paper
submissions; to allow for quicker public access to information; to
improve the Commission's ability to track and process such filings; and
to modernize the Commission's records management processes.
The proposed rule and form amendments would:
Mandate the electronic filing of several documents that
are currently permitted electronic submissions under Regulation S-T,
including all filings on Form 6-K and filings made by Development
Banks;
Mandate that certain registrants electronically file their
``glossy'' annual report to security holders;
Mandate the electronic filing of the certification made
pursuant to Section 12(d) of the Exchange Act and Exchange Act Rule
12d1-3 that a security has been approved by an exchange for listing and
registration;
Mandate the use of the Inline XBRL structured data
language for filing annual reports for employee benefit plans on Form
11-K; and
Allow for the electronic submission in PDF format of
certain foreign language documents and remove the option to submit
these documents in paper.
B. Economic Baseline
The economic baseline, from which we measure the likely economic
effects of the proposed amendments, reflects current regulatory
practice as it pertains to forms and documents that currently may be
submitted to the Commission via EDGAR (henceforth, electronic
submissions; we refer to documents submitted through channels outside
of EDGAR as non-electronic submissions). Under the current rules,
filers have the option to electronically submit, among other things,
the following documents: Forms 6-K, notices of exempt solicitation
furnished for the information of the Commission pursuant to Exchange
Act Rule 14a-6(g), notices of exempt preliminary roll-up communications
furnished for the information of the Commission pursuant to Exchange
Act Rule 14a-6(n), annual reports for employee benefit plans on Form
11-K, certain reports from Development Banks, certifications made
pursuant to Section 12(d) of the Exchange Act and Exchange Act Rule
12d1-3 that a security has been approved by an exchange for listing and
registration, and documents filed with the Commission pursuant to
Section 33 of the Investment Company Act. Further, under current rules,
certain registrants are required to send several paper copies of their
``glossy'' annual reports to the Commission. Current guidance from the
Division of Corporation Finance states that staff will not object if
these registrants post a digital copy of their ``glossy'' annual report
to security holders on their corporate website for at least one year in
lieu of sending paper copies to the Commission or submitting them to
EDGAR.\43\ In addition, under current rules, annual reports for
employee benefit plans on Form 11-K are not required to be submitted
using the Inline XBRL structured data language.
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\43\ See supra note 13.
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In 2020, the Commission received over 24,000 submissions of the
following documents: Forms 6-K, notices of exempt solicitation
furnished for the information of the Commission, and annual reports on
Form 11-K. Of these filings, over 99.9 percent of submissions were
electronic, even though filers had the option (at their discretion) to
submit these documents in non-electronic format (Table 1). Likewise,
filers in 2020 electronically submitted nearly all of the 1,184
certifications filed by an exchange pursuant to Section 12(d) of the
Exchange Act and Exchange Act Rule 12d1-3, 23 ``glossy'' annual reports
to security holders, and all documents filed pursuant to Section 33 of
the Investment Company Act, even though they had the option to submit
these documents in non-electronic format. At the same time, in 2020,
the Commission also received 135 reports filed by Development Banks,
with only 39 percent submitted electronically (Table 1). Thus, during
this period, the non-electronic submissions of the aforementioned
forms, relative to overall submissions, were largely confined to
Development Banks (six unique filers). Moreover, of the over 7,400
registrants that file annual reports with the Commission, \44\ only a
minimal number of paper and very few electronic ``glossy'' annual
reports to security holders were submitted to the Commission in 2020.
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\44\ U.S. Sec. & Exch. Comm'n, Agency Financial Report, Fiscal
Year 2020. https://www.sec.gov/files/sec-2020-agency-financial-report_1.pdf.
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For investors, reviewing and analyzing paper documents or documents
not available in a central repository like EDGAR is likely more time
intensive or costly compared to electronic submissions, given these
documents are accessible only in person at Commission facilities or
through more diffuse sources such as corporate websites and third-party
information providers. Likewise, for Commission staff, receiving and
processing non-electronic submissions is often more time intensive than
electronic submissions. When the Commission receives a paper
submission, the document usually requires several manual steps
involving staff in various offices and divisions to process, analyze,
and retain the documents for recordkeeping purposes.
C. Economic Effects
This section discusses the benefits and costs of the proposed
amendments, as well as their potential effects on efficiency,
competition, and capital formation. Some of the proposed amendments
reflect current practice, so they will likely not have significant
economic effects.\45\ In addition, where certain benefits or costs of
electronic filing apply to multiple proposed amendments, we discuss
those benefits or costs together instead of repeating such discussion
for each proposed amendment.
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\45\ For example, mandating electronic filings for specific
documents, like listing certifications, which, in the 2020 calendar
year, were mostly submitted electronically.
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1. Benefits
a. Electronic Submission of Form 6-K, Notices of Exempt Solicitation,
Notices of Exempt Preliminary Roll-Up, Annual Reports on Form 11-K,
Development Bank Reports, Certifications of Approval of Exchange
Listing, and Certain Foreign Language Documents in PDF Format
Under the current rules, filers have the option to electronically
submit, among other things, documents under cover of Form 6-K, notices
of exempt solicitation furnished for the information of the Commission
pursuant to Exchange Act Rule 14a-6(g), notices of exempt preliminary
roll-up communications furnished for the information of the Commission
pursuant to Exchange Act Rule 14a-6(n), annual reports for employee
benefit plans on Form 11-K, periodic reports and reports with respect
to distributions of primary obligations from Development Banks,
certifications made pursuant to Section 12(d) of the Exchange Act and
Exchange Act Rule 12d1-3 that a security has been approved by an
exchange for listing and registration, and documents filed with the
Commission pursuant to Section 33 of the Investment Company Act. The
proposed rule mandates the electronic submission of all of these
documents to the Commission. In addition, certain foreign language
documents are filed in
[[Page 66239]]
paper format under current rules, but would be filed electronically
under the proposed rules.\46\ There are several benefits of required or
permitted electronic submission relative to non-electronic submission
under the proposed amendments.
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\46\ See supra Section II.E.
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First, electronic submissions are posted on EDGAR faster compared
to non-electronic submissions. Thus, the public may be able to find and
review a filing more quickly by accessing EDGAR through the
Commission's website or through third-party websites that either
replicate or link to EDGAR filing information. Moreover, for investors
who obtain documents filed with the Commission in paper via third-party
entities, electronic filing of these documents would likely reduce the
costs associated with obtaining these documents. If these documents
inform investors' decisions, this reduction in search costs may allow
investors to incorporate more information or make quicker
decisions.\47\ Electronic filings also increase the likelihood that the
Commission receives documents promptly by limiting the possibility and
risk that non-electronic submissions are delayed (e.g., a document
getting lost in the mail). An increase in the certainty and timeliness
of submissions boosts the overall informational quality of the EDGAR
system. Third, electronic submissions increase efficiencies in record
management and maintenance as well as compliance with the Commission's
record keeping requirements as electronic submissions are easier to
store, access, search, and track. Furthermore, electronic submissions
allow filers to more easily produce and submit documents during
disruptive events--like COVID-19--when their physical work facilities
may be inaccessible.
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\47\ Other than the foreign language documents and
certifications that a security has been approved by an exchange for
listing and registration, which would be submitted in PDF format,
the format requirement for electronic filings on EDGAR under the
proposed rule would be dictated by the EDGAR Filer Manual, which
allows for HTML or ASCII submissions. See 2021 EDGAR Filer Manual,
Sections 2.1 and 5.2. The benefits and costs discussed in this
Section III with respect to electronic filings instead of the
current paper submissions are those that we would expect to be
realized from HTML, ASCII, or PDF submissions on EDGAR. These
benefits and costs substantially arise to the same extent regardless
of whether the filer uses the ASCII, HTML, or PDF format. All three
formats are widely used, and none of them requires significant
special expertise for their preparation, submission, or ingestion.
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In addition, electronic submissions increase the speed and
efficiency with which Commission staff can receive and process document
submissions, in part by reducing the time, processing, and search costs
relative to the manual nature of non-electronic document submissions. A
reduction in these costs may improve regulatory oversight.
Overall, as most of the affected documents are already submitted
electronically, the proposed amendments would likely only yield
incremental benefits for investors, filers, and Commission staff and
would likely result in small aggregate economic effects.
b. ``Glossy'' Annual Reports to Security Holders
The proposed amendments also mandate that certain registrants
electronically file their ``glossy'' annual reports to security
holders. This could result in several benefits for investors, filers,
and the Commission.
First, the proposed amendments would ensure that investors have
long-term access to ``glossy'' annual reports to security holders in a
centralized location. Current rules do not require the preservation of
these reports in a centralized location, and to the extent that
registrants were posting these reports on their websites consistent
with the 2016 Division of Corporate Finance staff guidance, these
registrants could remove these reports from their firm websites after
one year (e.g., at the registrant's discretion or due to registrant
failures, mergers, etc.). Further, if a registrant takes its ``glossy''
annual report to security holders off its website, obtaining a copy may
be costly (e.g., via a third-party entity) or impossible if no third-
party has a saved copy. With a central EDGAR repository, investors
would incur minimal search costs for these reports.
These benefits of an EDGAR glossy report repository likely extend
to and may be magnified for investors seeking to review and analyze
``glossy'' annual reports to security holders in bulk. For these latter
investors, a unified file format for ``glossy'' annual reports to
security holders in a centralized location (i.e., EDGAR) would further
likely create opportunities for data processing relative to the current
baseline.
Further, we expect that this amendment would yield benefits similar
to those discussed above under section III.C.1.a for electronic
submissions. For example, some registrants will save on print and
delivery costs. Such cost savings are likely small, but any such
benefits may accrue to investors to the extent that these registrants
allocate the savings to increase firm efficiency or return capital to
investors. In addition, the amended rule would ensure that investors
and Commission staff are able to easily access the ``glossy'' annual
reports to security holders, including when navigating disruptive
events, such as COVID-19, when physical offices may be less accessible.
The Commission may also save on time and manual processing costs
relative to its pre-2014 practice of scanning paper submissions.
c. Inline XBRL Requirement for Form 11-K
The proposed rule also requires filers to submit annual reports for
employee benefit plans on Form 11-K using the Inline XBRL structured
data language. Currently, reports on Form 11-K that are filed
electronically must be filed in HTML or ASCII.\48\
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\48\ See Rules 101(b)(3) [17 CF 232.101(b)(3)] and 301 of
Regulation S-T [17 CFR 232.301]; see also 2021 EDGAR Filer Manual,
Sections 2.1 and 5.2.
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Requiring Form 11-K disclosures to be submitted in Inline XBRL
could benefit those participating in employee benefit plans by
facilitating analysis of the plan's annual financial disclosures over
time and relative to other plans.\49\ Investors in the plans'
sponsoring companies may also benefit from structured 11-Ks, as
structured data may reduce processing and search costs incurred by
investors assessing the employee benefit plans' underlying assets and
liabilities. In addition, requiring Form 11-K disclosures to be
submitted in Inline XBRL could enable the development of additional
structured data sets and tools to facilitate market analysis and better
inform future policy decisions.\50\
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\49\ Currently, operating company financial disclosures in
certain periodic reports and registration statements are required to
be structured in XBRL or Inline XBRL, depending on the filing date.
Research analyzing XBRL and Inline XBRL disclosures have found
informational benefits relative to unstructured disclosures. See,
e.g, Steven Cahan, et. al., ``The roles of XBRL and processed XBRL
in 10-K readability,'' J of Bus. Fin. & Acct. (2021); Nerissa C.
Brown, Brian Gale, Stephanie M. Grant, ``How Do Disclosure
Repetition and Interactivity Influence Investors' Judgments?,'' SSRN
Elec J (2020); Jacqueline L. Birt, Kala Muthusamy, and Poonam Bir,
``XBRL and the qualitative characteristics of useful financial
information'', Acct. Res. J. (2017), https://www.emerald.com/insight/publication/issn/1030-9616.
\50\ The Commission currently makes XBRL datasets for operating
company financial statements and footnotes and mutual fund risk/
return summaries available on its website. See DERA Data Library,
U.S. Sec. & Exch. Comm'n, at https://www.sec.gov/dera/data (last
modified Oct. 4, 2021).
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2. Costs
Requiring electronic submissions may result in costs to filers,
including those associated with filing a Form ID for the first time to
obtain the access codes needed to submit an application on the
Commission's EDGAR system.
[[Page 66240]]
With respect to the documents that are mostly submitted
electronically under current rules (e.g., Forms 6-K, Notices of Exempt
Solicitation, Certifications of Approval of Exchange Listing (Table
1)), these costs likely would be minimal. For documents that are not
generally submitted electronically under current rules but would be
newly required to be electronically submitted under the proposed
amendments (e.g., ``glossy'' annual reports to security holders),
registrants would incur additional costs to upload such documents to
EDGAR.\51\ As noted in section III.B, there are over 7,400 registrants
who would be required to electronically file their ``glossy'' annual
reports to security holders under the proposed amendments. We expect
that these costs would be mitigated because these registrants are
already electronically filing documents on EDGAR. For filers submitting
documents electronically to EDGAR for the first time, any initial setup
costs would likely be offset by lower ongoing, marginal costs over
time.
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\51\ For purposes of the Paperwork Reduction Act (PRA), we
estimate that the additional burden to submit an electronic copy of
the ``glossy'' annual report would be 2 internal hours per year. See
Section IV, infra.
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Requiring Inline XBRL structuring of annual reports on Form 11-K
would result in additional compliance costs for filers relative to the
current baseline, as filers would be required to tag and review the
required Form 11-K disclosures before filing them with the
Commission.\52\ Various XBRL and Inline XBRL preparation solutions have
been developed and used by operating companies and open-end fund filers
to fulfill their structuring requirements, and some evidence suggests
that, for operating companies, XBRL compliance costs have decreased
over time.\53\ Furthermore, while Form 11-Ks are filed by employee
stock plans, which are not currently subject to other Inline XBRL
filing requirements, the plans' sponsoring companies (i.e., the
employers) are subject to Inline XBRL requirements for publicly filed
annual and interim financial statements, among other disclosures.\54\
To the extent that a plan shares compliance systems with the sponsoring
company, the Inline XBRL compliance costs incurred maybe somewhat
mitigated.
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\52\ An AICPA survey of 1,032 reporting companies with $75
million or less in market capitalization in 2018 found an average
cost of $5,850 per year, a median cost of $2,500 per year, and a
maximum cost of $51,500 per year for fully outsourced XBRL creation
and filing, representing a 45% decline in average cost and a 69%
decline in median cost since 2014. See Michael Cohn, AICPA sees 45%
drop in XBRL costs for small companies, Acct. Today, August 15,
2018, https://www.accountingtoday.com/news/aicpa-sees-45-drop-in-xbrl-costs-for-small-reporting-companies. A NASDAQ survey of 151
listed issuers in 2018 found an average XBRL compliance cost of
$20,000 per quarter, a median XBRL compliance cost of $7,500 per
quarter, and a maximum XBRL compliance cost of $350,000 per quarter.
See letter from Nasdaq, Inc. dated March 21, 2019 to the Request for
Comment on Earnings Releases and Quarterly Reports, Release No. 33-
10588 (Dec. 18, 2018) [83 FR 65601 (Dec. 21, 2018)]. For purposes of
the Paperwork Reduction Act (PRA), we estimate that the additional
burden on 11-K filers to submit financial information in Inline XBRL
format would be approximately 65 hours of internal time and cost
$7,500 for outside services per year. See Section IV, infra.
\53\ See id.
\54\ See 17 CFR 232.405; 17 CFR 232.406; and Items 601(b)(101)
and 601(b)(104) of Regulation S-K.
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3. Efficiency, Competition, and Capital Formation
Since we expect the proposed amendments to lead to minimal changes
in costs and have only incremental benefits, we expect the proposed
amendments to only marginally affect efficiency, competition, or
capital formation.
As previously noted, electronic filings will increase the
timeliness or ease with which the public can access the affected
documents. Insofar as investors incorporate these documents into their
information sets, easier or quicker access could result in lower search
costs or more efficient decision making. These benefits, while likely
small, are potentially magnified during disruptive events, such as
COVID-19, which can make it difficult for registrants to make
submissions in non-electronic form and thus impede timely access to
information. Moreover, as electronic filings often lead to lower
ongoing, marginal costs for filers, compared to, for example, paper
filings, the filing process may become more efficient, especially over
the medium and longer term. We do not expect the amendments to have
meaningful effects on competition or capital formation.
D. Reasonable Alternatives
In formulating the proposed amendments, we considered requiring
some, but not all, of the affected documents to be filed
electronically. This alternative would reduce the benefits, compared to
the proposed amendments, but also would reduce the initial transition
burden for filers that do not have other electronic disclosure
obligations. However, as discussed above, many of the affected
documents under the proposed amendments are already filed
electronically, and to the extent affected documents (e.g., ``glossy''
annual reports to security holders) are not already filed
electronically, the filers of affected documents electronically file
other documents. Further, any setup costs for first time filers are at
least partially offset by lower marginal costs.
We also considered permitting registrants to post their ``glossy''
annual reports to security holders on their websites in lieu of
electronic submission consistent with the 2016 staff guidance. While
this alternative may reduce costs for some registrants who currently
post ``glossy'' annual reports to security holders on their websites,
we do not anticipate that the costs of submitting these reports on
EDGAR would be unduly burdensome for most filers. Further, this
alternative would also reduce the benefits compared to the proposed
amendment, because it would not offer market participants access to
``glossy'' annual reports to security holders in a centralized
location.
E. Request for Comment
The Commission requests feedback on any aspect of the above
economic analysis, including our description of the current economic
baseline, the potential costs and benefits of the proposed amendments,
their effect on efficiency, competition, and capital formation, and any
reasonable alternatives we should consider. In addition, we request
comment on the following aspect of the proposal:
Would filers, investors, and other interested parties realize any
benefits if we required the affected documents (other than annual
reports on Form 11-K) to be submitted in a structured data language,
such as a custom XML-based data language, rather than in ASCII or HTML
(or, for the foreign language documents and exchange certifications, in
PDF)? Please explain why or why not. If so, are there certain documents
in particular that would provide such benefits to filers, investors,
and other interested parties if submitted in a structured data
language? What costs would these parties incur if we required such
documents to be submitted using a structured data language?
Further, would filers respond to the proposed mandate to file
``glossy'' annual reports to security holders on EDGAR by changing how
they present the information in those reports? If so, please explain
how, including whether or not investors or other market participants
would realize costs or benefits as a result of any such changes.
[[Page 66241]]
IV. Paperwork Reduction Act
A. Background
Certain provisions of our rules and forms that would be affected by
the proposed amendments contain ``collection of information''
requirements within the meaning of the Paperwork Reduction Act of 1995
(``PRA'').\55\ The Commission is submitting the proposal to the Office
of Management and Budget (``OMB'') for review in accordance with the
PRA.\56\ An agency may not conduct or sponsor, and a person is not
required to respond to, a collection of information requirement unless
it displays a currently valid OMB control number. Compliance with the
information collections is mandatory. Responses to the information
collection are not kept confidential and there is no mandatory
retention period for the information disclosed. The title for the
collection of information is:
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\55\ 44 U.S.C. 3501 et seq.
\56\ 44 U.S.C. 3507(d); 5 CFR 1320.11.
Schedule 14A (OMB Control Number 3235-0059) \57\
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\57\ As described below, our estimates for Schedule 14A and
Schedule 14C take into account the burden that would be incurred by
the proposed amendments to require electronic submission of the
``glossy'' annual report to security holders. See also infra note
61.
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Schedule 14C (OMB Control Number 3235-0057) \58\
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\58\ See id.
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Form 20-F (OMB Control Number 3232-0288)
Form 40-F (OMB Control Number 3235-0381)
Form 11-K (OMB Control Number 3235-0082)
Form ID (OMB Control Number 3235-0328)
Schedule 14A, Schedule 14C, Form 20-F, Form 40-F, and Form 11-K
were adopted under the Securities Act and the Exchange Act. The
schedules and forms set forth the disclosure requirements for periodic
and current reports, proxy statements, and information statements filed
to help investors make informed investment and voting decisions. Form
ID is used by registrants, individuals, third party filers or their
agents to request access codes that permit the filing of documents on
EDGAR in accordance with Rule 10 of Regulation S-T.\59\
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\59\ 17 CFR 232.10(b).
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B. Summary of the Proposed Amendments
As described in more detail above, we are proposing amendments to
mandate the electronic filing or submission of most of the documents
that are currently permissible electronic submissions under Rule 101(b)
of Regulation S-T; mandate the electronic submission in PDF format of
the ``glossy'' annual report to security holders; mandate the
electronic filing of the certification made pursuant to Section 12(d)
of the Exchange Act and Exchange Act Rule 12d1-3 that a security has
been approved by an exchange for listing and registration; mandate the
use of Inline XBRL for the filing of the financial statements and
accompanying notes to the financial statements required by Form 11-K;
and allow for the electronic submission in PDF format of certain
foreign language documents.
C. Burden and Cost Estimates Related to the Proposed Amendments
The proposed amendments do not change the nature or extent of the
information that is currently collected under Rules 101(b)(2), (5),
(6), or (9) or foreign language documents submitted under Rule 306.
Accordingly, we believe that the information collection burden of
associated forms, schedules, reports, and applications would remain the
same.
With respect to the electronic submission in PDF format of the
``glossy'' annual report to security holders, we estimate the number of
registrants potentially affected by the proposed rule to be over 7,400.
Of these registrants, only twenty-three filed their ``glossy'' annual
reports to security holders on EDGAR during 2020 and none of the
submissions were made on EDGAR in PDF format.\60\ The affected
registrants are all EDGAR filers who would not need to secure new
credentials in order to submit the reports. However, the proposed
amendments nonetheless impose a new burden that would be borne by all
of the 7,400 registrants required to submit ``glossy'' annual reports
to security holders to the Commission. We estimate that the proposed
amendments would cause a registrant to incur an increase of 2 hours in
the reporting burden for the annual report to security holders. We
anticipate that this time would be required to prepare, convert into
PDF format (if PDF format is not already used for the report to
security holders), and review the ``glossy'' annual reports to security
holders to be submitted electronically in accordance with the EDGAR
Filer Manual.
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\60\ All EDGAR submission of the ``glossy'' annual report to
security holders in 2020 were made in HTML format.
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With respect to Schedules 14A and 14C,\61\ we estimate that the
number and proportion of filings will remain approximately the same as
the currently approved collection under the Office of Management &
Collection guidelines. Accordingly, we estimate that the proposed
amendment to require the electronic submission in PDF format of
``glossy'' annual reports to security holders would impose aggregate
additional burdens on filers of Schedule 14A and 14C of 10,407 hours
\62\ and $1,387,600,\63\ respectively.
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\61\ Schedules 14A and 14C require disclosure under Subpart 400
of Regulation S-K. This disclosure is often incorporated, in
relevant part, into Part III of a registrant's Form 10-K and is
provided as part of the ``glossy'' annual report to security
holders. Therefore, we have not separately calculated burden
requirements for Form 10-K.
\62\ Under OMB guidelines, the paperwork burden is apportioned
75% to the registrant and 25% to outside professional services.
Accordingly, this estimate was calculated by multiplying the
additional hours burden (2), by the burden split assigned by the
Office of Management and Budget (.75), by the number of responses
under Schedule 14A and 14C in the currently approved collection
(6,938), or 2.75 x 6,938.
\63\ This estimate was calculated by multiplying the additional
hours burden (2), by the burden split assigned by the Office of
Management and Budget (.25), by the number of responses under
Schedules 14A and 14C in the currently approved collection (6,938),
by an estimated $400 hourly rate for outside professional services,
or 2 x 25 x 6,938 x $400.
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With respect to Forms 20-F and 40-F,\64\ we also estimate that the
number and proportion of filings will remain approximately the same as
the currently approved collection burden. These filers would be subject
to the proposed requirement to make an electronic submission in PDF
format of the ``glossy'' annual report to security holders.
Accordingly, we estimate that the proposed amendment to require the
electronic submission in PDF format of ``glossy'' annual reports to
security holders would impose aggregate additional burdens on filers of
430 hours \65\ and $516,600,\66\ respectively.
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\64\ Forms 20-F and 40-F provide the disclosure requirements for
the annual reports of foreign private issuers, which are included in
the ``glossy'' annual reports to security holders. Therefore, we
have not separately calculated burden requirements for Form 6-K.
\65\ Under OMB guidelines, the paperwork burden is apportioned
25% to the registrant and 75% to professional services. Accordingly,
this estimate was calculated by multiplying the additional hours
burden (2), by the burden split assigned by the Office of Management
and Budget (.25), by the number of responses under Forms 20-F and
40-F in the currently approved collection (861), or 2 x .25 x 861.
\66\ This estimate was calculated by multiplying the additional
hours burden (2), by the burden split assigned by the Office of
Management and Budget (.75), by the number of responses under Forms
20-F and 40-F in the currently approved collection (861), by an
estimated $400 hourly rate for professional services, or 2 x .75 x
861 x $400.
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With respect to the proposed amendment to require the submission of
the financial statements in the Form 11-K in Inline XBRL format, we
estimate that the number of affected registrants
[[Page 66242]]
would be 1,066.\67\ The Commission previously estimated that, per
response, operating companies submitting financial information in
Inline XBRL format required 54 burden hours of internal time to prepare
the tagged data and incurred a cost $6,175 for outside services.\68\
The proposed amendments would subject employee purchase plans, savings
plans, and similar plans to the same Inline XBRL reporting
requirements. Therefore, we assume that these plans would experience
similar burden hours and costs as do operating companies.
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\67\ In aggregate, there were 1,066 Forms 11-K submitted in
paper and electronic format in 2020 and none of these filings
contained Inline XBRL data-tagging. We do not expect the increased
burdens on filers to structure the financial data as required under
the proposed amendments would affect the number of annual responses
submitted to the Commission.
\68\ Securities Offering Reform for Closed-End Investment
Companies, Investment Company Act Release No. 33427 (Mar. 20, 2019).
See also Inline XBRL Adopting Release, supra note 31.
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We have also further adjusted our burden estimates to account for
the particular circumstances applicable to Form 11-K filers. We
increased our estimate of the initial burden hours and costs of the
proposed amendments to reflect one-time compliance costs. As new XBRL
filers, we anticipate that Form 11-K filers would experience additional
burdens related to the one-time costs associated with becoming familiar
with Inline XBRL reporting. These costs would include, for example, the
acquisition of new software or the services of consultants, and the
training of staff.\69\ We also assumed that these one-time costs would
decline in the second and third year of compliance with the proposed
amendments, as Form 11-K filers become more efficient at preparing
submissions using Inline XBRL format.\70\ We assumed that the one-time
cost would result in a 50% incremental increase in the internal burdens
and external costs of structuring the data in the financial statements
and accompanying footnotes of the financial statements to Form 11-
K.\71\ These incremental costs would subsequently decline in the second
and third years by 75% from the immediately preceding year.\72\
Accordingly, we estimate that the proposed amendment to require Form
11-K filers to submit the financial information in Inline XBRL format
would, for each filer, result in incremental PRA burdens of 11.81 hours
of internal time and $1,350.78 in costs for outside professional
services (above those burdens borne by operating companies submitting
financial information in Inline XBRL).\73\ In aggregate, we estimate
these burdens to be 70,153 \74\ and $8,021,650,\75\ respectively.
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\69\ According to the OMB approved collection for Form 11-K, the
burden associated with the preparation of this Form has previously
been borne entirely by filers. In other words, registrants have not
needed to retain outside professional services to prepare the
submission. With the imposition of XBRL tagging requirements under
the proposed amendments, we note that registrants will now be
required to retain outside professional services in order to
properly tag the financial statements and accompanying notes to the
financial statements.
\70\ We also expect filers to benefit from access to an
established vendor community experienced in applying Inline XBRL
data-tagging to Commission filings.
\71\ We estimate, for the proposed Form 11-K financial
information XBRL requirement, that in the first year the one-time
cost would be an additional 27 hours (54 x 0.5) and $3,087.5 in
external costs ($6,175 x 0.5).
\72\ We estimate that for the second year the one-time hour
burden and cost of the proposed Form 11-K financial information XBRL
requirement would be 6.75 hours (27 hours-(27 x 0.75 = 20.25 hours))
and $771.87 ($3,087.5-($3,087.5 x 0.75 = $2,315.63)). For the third
year, we estimate that these hour burdens and costs would be 1.69
hours (6.75 hours-(6.75 x 0.75 = 5.06 hours)) and $192.97 ($771.87-
($771.87 x 0.75 = $578.90)). Average yearly change in the initial
one-time cost of the proposed Form 11-K financial information XBRL
requirement would be (27 + 6.75 +1.69)/3 = 11.81 hours of internal
in-house time, and ($3,087.5 + $771.87 + $192.97)/3 = $1,350.78 in
external costs.
\73\ See supra note 68.
\74\ This estimate was calculated by adding the estimated XBRL
hour burden for operating companies (54 hrs) plus the average
additional incremental hour burden for Form 11-K filers (11.81),
then multiplying the sum by the estimated number of Form 11-K filers
(1,066), or (54 + 11.81) 1,066.
\75\ This estimate was calculated by adding the estimated XBRL
cost burden for operating companies ($6,175) plus the average
additional incremental cost burden for Form 11-K filers ($1,350),
then multiplying the sum by the estimated number of Form 11-K filers
(1,066), or ($6,175 + $1,350) 1,066.
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Lastly, the small number of filers that have not previously made an
electronic filing on EDGAR would be required as a result of the
proposed amendments to file a Form ID to obtain the access codes that
are required to file or submit a document on EDGAR.\76\ There are
currently two Development Banks that fall into this category. We
anticipate that each respondent would require 0.15 hours to complete
the Form ID, and for purposes of the PRA, that 100% of the burden of
preparation for Form ID will be carried by each respondent internally.
Therefore, we anticipate that proposed amendments would result in a
nominal increase of .30 annual burden hours for Form ID, which would
not meaningfully add to, and would effectively be encompassed by, the
existing burden estimates associated with these forms.\77\
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\76\ Based on an internal review by the staff, we have
determined that all filers under Rule 101(b), except for two filers
under Rule 101(b)(5), have previously filed a Form ID in connection
with other EDGAR filing obligations.
\77\ The proposed amendments would not affect the paperwork
burden incurred by filers that have previously submitted a Form ID
because filers are required to submit the form only once in order to
enroll in the EDGAR filing system.
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The tables below illustrate the estimated incremental changes to
the total annual compliance burden of the affected forms, discussed
above, in hours and in costs, as a result of the proposed amendments.
Table 2--Incremental Paperwork Burden Under the Proposed Amendments \2\
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Proposed Proposed Proposed Proposed Proposed
Current Current Current cost change in Proposed change in annual burden hours cost burden
annual burden burden annual change in professional affected for affected for affected
responses hours responses burden hours costs responses response responses
(A) (B) (C) (D) (E) (F) (G) = (H) = (I) =
(A) + (D) (B) + (E) (C) + (F)
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Schedule 14A...................................................... 6,369 777,590 103,678,712 0 9,574 $1,276,592 6,369 787,164 $104,465,376
Schedule 14C...................................................... 569 56,356 7,514,944 0 832 111,008 569 57,188 7,625,952
Form 20-F......................................................... 729 479,261 576,824,025 0 364 437,400 729 479,625 577,261,425
Form 40-F......................................................... 132 14,237 17,084,560 0 66 79,200 132 14,303 17,163,760
Form 11-K......................................................... 1,302 39,060 0 (236) 70,153 8,021,650 1,066 109,213 8,021,650
Form ID........................................................... 57,681 8,652 0 2 .3 0 57,683 8,652 0
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\1\ We note that the proposed decrease in responses on Form 11-K reflects the actual number of Forms received in 2020. This decrease is not the result of the proposed amendments which we do
not expect to affect the number of responses submitted on Form 11-K.
[[Page 66243]]
D. Request for Comment
Would the proposed amendments to mandate the electronic
submission in PDF format of the ``glossy'' annual report to security
holders impose additional PRA burden on existing EDGAR filers not
encompassed by existing burden estimates? If so, please explain what
additional burden would be imposed.
We request comments in order to evaluate: (1) Whether the proposed
collection of information is necessary for the proper performance of
the functions of the agency, including whether the information would
have practical utility; (2) the accuracy of our estimate of the burden
of the proposed collection of information; (3) whether there are ways
to enhance the quality, utility and clarity of the information to be
collected; and (4) whether there are ways to minimize the burden of the
collection of information on those who are to respond, including
through the use of automated collection techniques or other forms of
information technology.\78\
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\78\ We request comment pursuant to 44 U.S.C. 3506(c)(2)(B).
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Any member of the public may direct to us any comments concerning
the accuracy of these burden estimates and any suggestions for reducing
the burdens. Persons who desire to submit comments on the collection of
information requirements should direct their comments to the Office of
Management and Budget, Attention: Desk Officer for the Securities and
Exchange Commission, Office of Information and Regulatory Affairs,
Washington, DC 20503, and send a copy of the comments to Vanessa A.
Countryman, Secretary, Securities and Exchange Commission, 100 F Street
NE, Washington, DC 20549, with reference to File No. S7-16-21. Requests
for materials submitted to the OMB by us with regard to these
collections of information should be in writing, refer to File No. S7-
16-21 and be submitted to the Securities and Exchange Commission,
Office of FOIA Services, 100 F Street NE, Washington DC 20549. Because
the OMB is required to make a decision concerning the collections of
information between 30 and 60 days after publication, a comment to the
OMB is best assured of having its full effect if the OMB receives it
within 30 days of publication.
V. Initial Regulatory Flexibility Act Analysis
This Initial Regulatory Flexibility Analysis (IRFA) has been
prepared in accordance with the Regulatory Flexibility Act.\79\ It
relates to proposed amendments that would (1) mandate the electronic
filing or submission of most of the documents that are currently
permissible electronic submissions under Rule 101(b) of Regulation S-T;
(2) mandate the electronic submission in PDF format of the ``glossy''
annual report to security holders; (3) mandate the electronic filing of
the certification made pursuant to Exchange Act Rule 12d1-3 that a
security has been approved by an exchange for listing and registration;
(4) mandate the use of Inline XBRL for the filing of financial
statements and accompanying notes to the financial statements required
by Form 11-K; and (5) allow for the electronic submission in PDF format
of certain foreign language documents.
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\79\ 5 U.S.C. 601 et seq.
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A. Reasons for, and Objectives of, the Proposed Action
The main purpose of the proposed amendments is to facilitate more
efficient transmission, dissemination, analysis, storage and retrieval
of documents that are currently filed in paper. In addition, the
proposed amendments are intended to improve investors' and other EDGAR
users' access to the information in these documents.
B. Legal Basis
We are proposing the amendments under Sections 6, 7, 8, 10 and
19(a) of the Securities Act, and Sections 3, 12, 13, 14, 15(d), 16,
23(a), and 35A of the Exchange Act.
C. Small Entities Subject to the Proposed Rules
The proposed amendments would affect some registrants that are
small entities. The Regulatory Flexibility Act defines ``small entity''
to mean ``small business,'' ``small organization,'' or ``small
governmental jurisdiction.'' \80\ For purposes of the Regulatory
Flexibility Act, under our rules, a registrant, other than an
investment company, is a ``small business'' or ``small organization''
if it had total assets of $5 million or less on the last day of its
most recent fiscal year and is engaged or proposing to engage in an
offering of securities that does not exceed $5 million.\81\ An
investment company, including a business development company,\82\ is
considered to be a ``small business'' if it, together with other
investment companies in the same group of related investment companies,
has net assets of $50 million or less as of the end of its most recent
fiscal year.\83\ We believe that the proposal may affect some small
entities that are investment companies. We estimate that there are 979
issuers that file with the Commission, other than investment companies,
that may be considered small entities.\84\ In addition, we estimate
that, as of June 2021, there are approximately 70 investment companies,
including 9 business development companies, that would be subject to
the proposed amendments that may be considered small entities.\85\
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\80\ 5 U.S.C. 601(6).
\81\ See 17 CFR 240.0-10(a).
\82\ Business development companies are a category of closed-end
investment company that are not registered under the Investment
Company Act [15 U.S.C. 80a-2(a)(48) and 80a-53-64].
\83\ 17 CFR 270.0-10(a).
\84\ This estimate is based on staff analysis of issuers,
excluding co-registrants, subsidiaries, or ABS issuers, with EDGAR
filings of Forms 10-K, 20-F, and 40-F, or amendments to these forms,
filed during the calendar year of January 1, 2020, to December 31,
2020 or filed by September 1, 2021 that, if timely filed by the
applicable deadline, would have been filed between January 1 and
December 31, 2020. Analysis is based on data from XBRL filings,
Compustat, and Ives Group Audit Analytics and manual review of
filings submitted to the Commission.
\85\ See 17 CFR 240.0-10.
---------------------------------------------------------------------------
D. Proposed Reporting, Recordkeeping, and Other Compliance Requirements
As noted in Section IV, the proposed amendments would not
substantively affect the filings currently made under Rules 101(b)(2),
(5), (6), or (9) or the foreign language documents submitted under Rule
306. Therefore, the reporting or compliance burdens associated with
associated forms, schedules, reports, and applications for small
entities would remain unchanged under these proposed amendments.
However, the proposed amendments would impose new submission
obligations on certain registrants. In particular, the proposed
amendments mandate the electronic submission in PDF format of the
``glossy'' annual report to security holders and the electronic
submission in Inline XBRL format of the financial statements and
accompanying notes required by Form 11-K. In addition, to the extent
that a filer has not previously filed documents electronically,
registrants who previously filed or submitted in paper format under
Rule 101(b) would need to complete and send to the Commission a Form ID
to obtain electronic filing credentials.
Section II discusses the proposed amendments in detail. Sections
III and IV discuss the economic impact, including the estimated costs
and benefits, of the proposed amendments to all affected entities.
[[Page 66244]]
E. Duplicative, Overlapping, or Conflicting Federal Rules
The proposed amendments would not duplicate, overlap, or conflict
with other Federal rules.
F. Significant Alternatives
The Regulatory Flexibility Act directs us to consider alternatives
that would accomplish our stated objectives, while minimizing any
significant adverse impact on small entities. In connection with the
proposed amendments, we considered the following alternatives:
Establishing different compliance or reporting
requirements or timetables that take into account the resources
available to small entities;
Clarifying, consolidating or simplifying compliance and
reporting requirements under the rules for small entities;
Using performance rather than design standards; and
Exempting small entities from all or part of the
requirements.
Partially or completely exempting small entities from the proposed
electronic filing requirements would undermine our stated objective of
facilitating more efficient transmission, dissemination, analysis,
storage and retrieval of documents that are currently filed in paper,
and we expect any increased burden associated with most of the proposed
amendments to be small. With respect to the proposed amendments to
mandate the electronic submission in PDF format of ``glossy'' annual
reports to security holders and the proposed amendments to mandate the
use of Inline XBRL for the filing of financial statements and
accompanying notes to the financial statements required by Form 11-K,
we are proposing a six-month and three-year transition periods,
respectively, for all registrants, including small entities. We believe
these transition periods would provide adequate time for all filers to
prepare for and manage the burdens associated with these new
obligations. Moreover, to the extent that the proposed amendments
increase the ease and efficiency with which certain documents can be
submitted to the Commission, they should benefit all filers, including
small entities. In this regard, it appears that few filers currently
take advantage of paper filing options under our current rules. For
these reasons, we do not believe that it is necessary to establish
different compliance timetables or reporting requirements for small
entities or to clarify, consolidate or simply the proposed amendments
requirements.
The proposed amendments use design rather than performance
standards in order to promote uniform filing requirements for all
registrants.
G. Request for Comment
We encourage the submission of comments with respect to any aspect
of this Initial Regulatory Flexibility Analysis. In particular, we
request comments regarding:
The number of small entity issuers that may be affected by
the proposed amendments;
The existence or nature of the potential impact of the
proposed amendments on small entity issuers discussed in the analysis;
and
How to quantify the impact of the proposed amendments.
Commenters are asked to describe the nature of any impact and
provide empirical data supporting the extent of the impact. Such
comments will be considered in the preparation of the Final Regulatory
Flexibility Analysis, if the proposed amendments are adopted, and will
be placed in the same public file as comments on the proposed
amendments themselves.
VI. Small Business Regulatory Enforcement Fairness Act
For purposes of the Small Business Regulatory Enforcement Fairness
Act of 1996 (``SBREFA''),\86\ a rule is ``major'' if it has resulted,
or is likely to result, in:
---------------------------------------------------------------------------
\86\ Public Law 104-121, Title II, 110 Stat. 857 (1996).
---------------------------------------------------------------------------
An annual effect on the economy of $100 million or more;
A major increase in costs or prices for consumers or
individual industries; or
Significant adverse effects on competition, investment or
innovation.
We request comment on whether the proposed amendments would be a
``major rule'' for purposes of SBREFA. We solicit comment and empirical
data on: (a) The potential annual effect on the economy; (b) any
potential increase in costs or prices for consumers or individual
industries; and (c) any potential effect on competition, investment or
innovation.
VII. Statutory Authority
The amendments contained in this release are being proposed under
the authority set forth in Sections 6, 7, 8, 10 and 19(a) of the
Securities Act, and Sections 3, 12, 13, 14, 15(d), 16, 23(a) and 35A of
the Exchange Act.
List of Subjects in 17 CFR Parts 230, 232, 239, 240 and 249
Reporting and recordkeeping requirements, Securities.
Text of the Proposed Amendments
For the reasons set out in the preamble, the Commission propose to
amend title 17, chapter II of the Code of Federal Regulations as
follows:
PART 230--GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933
0
1. The general authority citation for part 230 continues to read as
follows:
Authority: 15 U.S.C. 77b, 77b note, 77c, 77d, 77f, 77g, 77h,
77j, 77r, 77s, 77z-3, 77sss, 78c, 78d, 78j, 78l, 78m, 78n, 78o, 78o-
7 note, 78t, 78w, 78ll(d), 78mm, 80a-8, 80a-24, 80a-28, 80a-29, 80a-
30, and 80a-37, and Pub. L. 112-106, sec. 201(a), sec. 401, 126
Stat. 313 (2012), unless otherwise noted.
* * * * *
0
2. Amend Sec. 230.158 by revising paragraph (b)(2) to read as follows:
Sec. 230.158 Definitions of certain terms in the last paragraph of
section 11(a).
* * * * *
(b) * * *
(2) Has filed its report or reports on Form 10-K, Form 10-Q, Form
8-K, Form 20-F, Form 40-F, or Form 6-K, or has submitted to the
Commission in electronic format, in accordance with the EDGAR Filer
Manual, its annual report sent to security holders pursuant to (Sec.
240.14a-3(c) of this chapter (Rule 14a-3(c)) containing such
information. A registrant may use other methods to make an earning
statement ``generally available to its security holders'' for purposes
of the last paragraph of section 11(a).
* * * * *
PART 232--REGULATION S-T--GENERAL RULES AND REGULATIONS FOR
ELECTRONIC FILINGS
0
3. The general authority citation for part 232 continues to read in
part as follows:
Authority: 15 U.S.C. 77c, 77f, 77g, 77h, 77j, 77s(a), 77z-3,
77sss(a), 78c(b), 78l, 78m, 78n, 78o(d), 78w(a), 78ll, 80a-6(c),
80a-8, 80a-29, 80a-30, 80a-37, 7201 et seq.; and 18 U.S.C. 1350,
unless otherwise noted.
* * * * *
0
4. Amend Sec. 232.11 by revising the definition of ``Related Official
Filing'' to read as follows:
* * * * *
Related Official Filing. The term Related Official Filing means the
ASCII or HTML format part of the official filing with which an
Interactive Data File appears as an exhibit or, in the case of a filing
on Form N-1A (Sec. Sec. 239.15A and 94 274.11A of this chapter) or
Form 11-K (Sec. 249.311), if applicable, the ASCII or HTML format part
of an official
[[Page 66245]]
filing that contains the information to which an Interactive Data File
corresponds.
* * * * *
0
5. Amend Sec. 232.101 by:
0
a. Revising paragraphs (a)(1)(i) and (iii);
0
b. Removing the word ``and'' at the end of paragraph (a)(1)(xix);
0
c. Adding and reserving paragraphs (a)(1)(xxii) and (xxiii);
0
d. Adding paragraphs (a)(1)(xxiv) through (xxviii);
0
e. Removing and reserving paragraphs (b)(1) through (3), (5), (6), and
(9), (c)(6) and (8); and
0
f. Revising the heading and introductory text of paragraph (c).
The revisions and additions to read as follows:
Sec. 232.101 Mandated electronic submissions and exceptions.
(a) * * *
(1) * * *
(i) Registration statements and prospectuses filed pursuant to the
Securities Act (15 U.S.C. 77a, et seq.), registration statements filed
pursuant to Sections 12(b) or 12(g) of the Exchange Act (15 U.S.C.
78l(b) or (g)), and certifications that a security has been approved by
an exchange for listing and registration filed pursuant to Section
12(d) of the Exchange Act (15 U.S.C. 78l(d)) and Sec. 240.12d1-3 of
this chapter (Rule 12d1-3) under the Exchange Act. The certification
that a security has been approved by an exchange for listing and
registration must be made on EDGAR in the electronic format required by
the EDGAR Filer Manual, as defined in Sec. 232.11 of this chapter
(Rule 11 of Regulation S-T). Notwithstanding Sec. 232.104 of this
chapter (Rule 104 of Regulation S-T), the certification filed under
this paragraph will be considered as officially filed with the
Commission;
* * * * *
(iii) Statements, reports and schedules filed with the Commission
pursuant to sections 13, 14, 15(d) or 16(a) of the Exchange Act (15
U.S.C. 78m, 78n, 78o(d), 78p(a)), and proxy materials required to be
furnished for the information of the Commission pursuant to Rules 14a-3
and 14c-3 or in connection with annual reports on Form 10-K (Sec.
249.310 of this chapter) pursuant to section 15(d) of the Exchange Act;
Note 1. Electronic filers filing Schedules 13D and 13G with
respect to foreign private issuers should include in the submission
header all zeroes (i.e., 00-0000000) for the IRS tax identification
number because the EDGAR system requires an IRS number tag to be
inserted for the subject company as a prerequisite to acceptance of
the filing.
Note 2. Foreign private issuers must file or submit their Form
6-K reports (Sec. 249.306 of this chapter) in electronic format.
* * * * *
(xxii) [Reserved]
(xxiii) [Reserved]
(xxiv) Annual reports to security holders furnished for the
information of the Commission under Sec. 240.14a-3(c) of this chapter
or Sec. 240.14c-3(b) of this chapter, under the requirements of Form
10-K (Sec. 249.310 of this chapter) filed by registrants under
Exchange Act Section 15(d) (15 U.S.C. 78o(d)), or by foreign private
issuers filed on Form 6-K (Sec. 249.306 of this chapter) under Sec.
240.13a-16 of this chapter or Sec. 240.15d-16 of this chapter;
(xxv) Notices of exempt solicitation furnished for the information
of the Commission pursuant to Rule 14a-6(g) (Sec. 240.14a-6(g) of this
chapter) and notices of exempt preliminary roll-up communications
furnished for the information of the Commission pursuant to Sec.
240.14a-6(n) of this chapter (Rule 14a-6(n));
(xxvi) Form 11-K (Sec. 249.311 of this chapter);
(xxvii) Periodic reports and reports with respect to distributions
of primary obligations filed by:
(A) The International Bank for Reconstruction and Development under
Section 15(a) of the Bretton Woods Agreements Act (22 U.S.C. 286k-1(a))
and part 285 of this chapter;
(B) The Inter-American Development Bank under Section 11(a) of the
Inter-American Development Bank Act (22 U.S.C. 283h(a)) and part 286 of
this chapter;
(C) The Asian Development Bank under Section 11(a) of the Asian
Development Bank Act (22 U.S.C. 285h(a)) and part 287 of this chapter;
(D) The African Development Bank under Section 9(a) of the African
Development Bank Act (22 U.S.C. 290i-9(a)) and part 288 of this
chapter;
(E) The International Finance Corporation under Section 13(a) of
the International Finance Corporation Act (22 U.S.C. 282k(a)) and part
289 of this chapter; and
(F) The European Bank for Reconstruction and Development under
Section 9(a) of the European Bank for Reconstruction and Development
Act (22 U.S.C. 290l-7(a)) and part 290 of this chapter;
(xxviii) A report or other document submitted by a foreign private
issuer under cover of Form 6-K (Sec. 249.306 of this chapter) that the
issuer must furnish and make public under the laws of the jurisdiction
in which the issuer is incorporated, domiciled or legally organized
(the foreign private issuer's ``home country''), or under the rules of
the home country exchange on which the issuer's securities are traded,
as long as the report or other document is not a press release, is not
required to be and has not been distributed to the issuer's security
holders, and, if discussing a material event, has not already been the
subject of a Form 6-K or other Commission filing or submission on
EDGAR; and
(xxix) Documents filed with the Commission pursuant to section 33
of the Investment Company Act (15 U.S.C. 80a-32).
* * * * *
(c) Documents that shall not be submitted in electronic format on
EDGAR. Except as otherwise specified in paragraph (d) of this section,
the following shall not be submitted in electronic format on EDGAR:
* * * * *
0
6. Amend Sec. 232.306 by revising the first sentence of paragraph (a)
and paragraphs (b) and (c) to read as follows:
Sec. 232.306 Foreign language documents and symbols.
(a) All electronic filings and submissions must be in the English
language, except as otherwise provided by paragraphs (b) through (d) of
this section. * * *
(b) When including an English summary or English translation of a
foreign language document in an electronic filing or submission, a
party may also submit a copy of the unabridged foreign language
document with the filing in the electronic format required by the EDGAR
Filer Manual. A filer must provide a copy of any foreign language
document upon the request of Commission staff.
(c) A foreign government or its political subdivision must
electronically file a fair and accurate English translation, if
available, of its latest annual budget as presented to its legislative
body, as Exhibit B to Form 18 (Sec. 249.218 of this chapter) or
Exhibit (c) to Form 18-K (Sec. 249.318 of this chapter). If no English
translation is available, a foreign government or political subdivision
must submit a copy of the foreign language version of its latest annual
budget with the filing in the electronic format required by the EDGAR
Filer Manual.
* * * * *
0
7. Amend Sec. 232.311 by:
0
a. Revising paragraphs (b) and (c); and
0
b. Removing and reserving paragraphs (d) through (f).
The revisions to read as follows:
[[Page 66246]]
Sec. 232.311 Documents submitted in paper under cover of Form SE.
* * * * *
(b) The Form SE shall be submitted in the following manner:
(1) If the subject of a temporary hardship exemption is an exhibit
only, the filer must file the exhibit and a Form TH (Sec. Sec. 239.65,
249.447, 269.1, and 274.404 of this chapter) under cover of Form SE
(Sec. Sec. 239.64, 249.444, 269.8, and 274.403 of this chapter) no
later than one business day after the date the exhibit was to be filed
electronically.
(2) An exhibit filed pursuant to a continuing hardship exemption
may be filed up to six business days prior to, or on the date of filing
of, the electronic format document to which it relates but shall not be
filed after such filing date. If a paper document is submitted in this
manner, requirements that the document be filed with, provided with or
accompany the electronic filing shall be satisfied.
(c) Any requirements as to delivery or furnishing the information
to persons other than the Commission shall not be affected by this
section.
* * * * *
0
8. Amend Sec. 232.405 by:
0
a. Revising the introductory text and paragraphs (a)(2) and (4);
0
b. Adding paragraph (b)(4);
0
c. Revising paragraph (e); and
0
d. Revising Note 1 to Sec. 232.405.
The revisions and additions to read as follows:
Sec. 232.405 Interactive Data File submissions.
This section applies to electronic filers that submit Interactive
Data Files. Section 229.601(b)(101) of this chapter (Item 601(b)(101)
of Regulation S-K), Required Information of Form 11-K (Sec. 249.311),
paragraph (101) of Part II--Information Not Required to be Delivered to
Offerees or Purchasers of Form F-10 (Sec. 239.40 of this chapter),
paragraph 101 of the Instructions as to Exhibits of Form 20-F (Sec.
249.220f of this chapter), paragraph B.(15) of the General Instructions
to Form 40-F (Sec. 249.240f of this chapter), paragraph C.(6) of the
General Instructions to Form 6-K (Sec. 249.306 of this chapter), and
General Instruction C.3.(g) of Form N-1A (Sec. Sec. 239.15A and
274.11A of this chapter), specify when electronic filers are required
or permitted to submit an Interactive Data File (Sec. 232.11), as
further described in the note to this section. This section imposes
content, format and submission requirements for an Interactive Data
File, but does not change the substantive content requirements for the
financial and other disclosures in the Related Official Filing (Sec.
232.11).
(a) * * *
(2) Be submitted only by an electronic filer either required or
permitted to submit an Interactive Data File as specified by Sec.
229.601(b)(101) of this chapter (Item 601(b)(101) of Regulation S-K),
Required Information of Form 11-K (Sec. 249.311), paragraph (101) of
Part II--Information Not Required to be Delivered to Offerees or
Purchasers of Form F-10 (Sec. 239.40 of this chapter), paragraph 101
of the Instructions as to Exhibits of Form 20-F (Sec. 249.220f of this
chapter), paragraph B.(15) of the General Instructions to Form 40-F
(Sec. 249.240f of this chapter), paragraph C.(6) of the General
Instructions to Form 6-K (Sec. 249.306 of this chapter), General
Instruction C.3.(g) of Form N-1A (Sec. Sec. 239.15A and 274.11A of
this chapter), General Instruction I of Form N-2 (Sec. Sec. 239.14 and
274.11a-1 of this chapter), General Instruction C.3.(h) of Form N-3
(Sec. Sec. 239.17a and 274.11b of this chapter), General Instruction
C.3.(h) of Form N-4 (Sec. Sec. 239.17b and 274.11c of this chapter),
General Instruction C.3.(h) of Form N-6 (Sec. Sec. 239.17c and 274.11d
of this chapter), or General Instruction C.4 of Form N-CSR (Sec.
274.128 of this chapter), as applicable;
* * * * *
(4) Be submitted only by an electronic filer either required or
permitted to submit an Interactive Data File as specified by Sec.
229.601(b)(101) of this chapter (Item 601(b)(101) of Regulation S-K),
Required Information of Form 11-K (Sec. 249.311), paragraph (101) of
Part II--Information Not Required to be Delivered to Offerees or
Purchasers of Form F-10 (Sec. 239.40 of this chapter), paragraph 101
of the Instructions as to Exhibits of Form 20-F (Sec. 249.220f of 119
this chapter), paragraph B.(15) of the General Instructions to Form 40-
F (Sec. 249.240f of this chapter), paragraph C.(6) of the General
Instructions to Form 6-K (Sec. 249.306 of this chapter), or General
Instruction C.3.(g) of Form N-1A (Sec. Sec. 239.15A and 274.11A of
this chapter), as applicable;
* * * * *
(b) * * *
(4) If the electronic filer is an employee purchase plan, savings
plans, or similar plan pursuant to Section 15(d) of the Securities Act,
an Interactive Data File must consist of only a complete set of
information for all corresponding data in the Related Official Filing,
no more and no less, as follows:
(i) The complete set of the electronic filer's financial statements
(which includes the face of the financial statements and all footnotes)
as required in paragraphs 1., 2., and 3. of Required Information of
Form 11-K; and
(ii) All plan financial statements and schedules prepared in
accordance with the reporting requirements of ERISA and filed under
paragraph 4 of Required Information of Form 11-K.
* * * * *
(e) Format--Schedules--Generally. The part of the Interactive Data
File for which the corresponding data in the Related Official Filing
consists of financial statement schedules as set forth in Sec. Sec.
210.12-01 through 210.12-29 of this chapter (Article 12 of Regulation
S-X), or schedules prepared in accordance with the reporting
requirements of ERISA and filed under paragraph 4 of Required
Information of Form 11-K, must comply with the requirements of
paragraphs (c)(1) and (2) of this section, as modified by this
paragraph (e). Financial statement schedules as set forth in Article 12
of Regulation S-X, or schedules prepared in accordance with the
reporting requirements of ERISA and filed under paragraph 4 of Required
Information of Form 11-K must be tagged as follows:
(1) Each complete financial statement schedule must be block-text
tagged; and
(2) Within each financial statement schedule,
(i) Each amount (i.e., monetary value, percentage and number) must
be tagged separately; and
(ii) Each narrative disclosure may be tagged separately to the
extent the electronic filer chooses.
* * * * *
Note 1 to Sec. 232.405: Section 229.601(b)(101) of this chapter
(Item 601(b)(101) of Regulation S-K) specifies the circumstances
under which an Interactive Data File must be submitted and the
circumstances under which it is permitted to be submitted, with
respect to Sec. 239.11 of this chapter (Form S-1), Sec. 239.13 of
this chapter (Form S-3), Sec. 239.25 of this chapter (Form S-4),
Sec. 239.18 of this chapter (Form S-11), Sec. 239.31 of this
chapter (Form F-1), Sec. 239.33 of this chapter (Form F-3), Sec.
239.34 of this chapter (Form F-4), Sec. 249.310 of this chapter
(Form 10-K), Sec. 249.308a of this chapter (Form 10-Q), and Sec.
249.308 of this chapter (Form 8-K). Paragraph (101) of Part II--
Information not Required to be Delivered to Offerees or Purchasers
of Sec. 239.40 of this chapter (Form F-10) specifies the
circumstances under which an Interactive Data File must be submitted
and the circumstances under which it is permitted to be submitted,
with respect to Form F-10. Paragraph 101 of the Instructions as to
Exhibits of Sec. 249.220f of this chapter (Form 20-F) specifies the
circumstances under which an Interactive Data File must be submitted
and the circumstances under which it is permitted to be submitted,
with respect to Form 20-F. Paragraph B.(15) of the
[[Page 66247]]
General Instructions to Sec. 249.240f of this chapter (Form 40-F)
and Paragraph C.(6) of the General Instructions to Sec. 249.306 of
this chapter (Form 6-K) specify the circumstances under which an
Interactive Data File must be submitted and the circumstances under
which it is permitted to be submitted, with respect to Sec.
249.240f of this chapter (Form 40-F) and Sec. 249.306 of this
chapter (Form 6-K). Section 229.601(b)(101) (Item 601(b)(101) of
Regulation S-K), paragraph (101) of Part II--Information not
Required to be Delivered to Offerees or Purchasers of Form F-10,
paragraph 101 of the Instructions as to Exhibits of Form 20-F,
paragraph B.(15) of the General Instructions to Form 40-F, Required
Information of Form 11-K, and paragraph C.(6) of the General
Instructions to Form 6-K all prohibit submission of an Interactive
Data File by an issuer that prepares its financial statements in
accordance with 17 CFR 210.6-01 through 210.6-10 (Article 6 of
Regulation S-X). For an issuer that is a management investment
company or separate account registered under the Investment Company
Act of 1940 (15 U.S.C. 80a et seq.) or a business development
company as defined in Section 2(a)(48) of the Investment Company Act
of 1940 (15 U.S.C. 80a-2(a)(48)), General Instruction C.3.(g) of
Form N-1A (Sec. Sec. 239.15A and 274.11A of this chapter), General
Instruction I of Form N-2 (Sec. Sec. 239.14 and 274.11a-1 of this
chapter), General Instruction C.3.(h) of Form N-3 (Sec. Sec.
239.17a and 274.11b of this chapter), General Instruction C.3.(h) of
Form N-4 (Sec. Sec. 239.17b and 274.11c of this chapter), General
Instruction C.3.(h) of Form N-6 (Sec. Sec. 239.17c and 274.11d of
this chapter), and General Instruction C.4 of Form N-CSR (Sec.
274.128 of this chapter), as applicable, specifies the circumstances
under which an Interactive Data File must be submitted.
PART 239--FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933
0
9. The authority citation for part 239 continues to read in part as
follows:
Authority: 15 U.S.C. 77c, 77f, 77g, 77h, 77j, 77s, 77z-2, 77z-3,
77sss, 78c, 78l, 78m, 78n, 78o(d), 78o-7 note, 78u-5, 78w(a), 78ll,
78mm, 80a-2(a), 80a-3, 80a-8, 80a-9, 80a-10, 80a-13, 80a-24, 80a-26,
80a-29, 80a-30, and 80a-37; and sec. 107, Pub. L. 112-106, 126 Stat.
312, unless otherwise noted.
* * * * *
Sections 239.63 and 239.64 are also issued under 15 U.S.C. 77f,
77g, 77h, 77j, 77s(a), 77sss(a), 78c(b), 78l, 78m, 78n, 78o(d),
78w(a), 80a-8, 80a-24, 80a-29, and 80a-37.
0
10. Amend Form F-10 (referenced in Sec. 239.40) by revising General
Instruction II.L to read as follows:
Note: The text of Form F-10 does not, and this amendment will
not, appear in the Code of Federal Regulations.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM F-10
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
* * * * *
GENERAL INSTRUCTIONS
* * * * *
II. * * *
L. Where the offering registered on this Form is being made
pursuant to the home jurisdiction's shelf prospectus offering
procedures or procedures for pricing offerings after the final receipt
has been issued, each supplement to, or supplemented version of, the
home jurisdiction disclosure document(s) prepared under such procedures
shall be filed with the Commission in electronic format via the EDGAR
system within one business day after such supplement or supplemented
version is filed with the principal jurisdiction. Such filings shall be
deemed not to constitute amendments to this registration statement.
Each such filing shall contain in the upper right hand corner of the
cover page the following legend, which may be set forth in longhand if
legible: ``Filed pursuant to General Instruction II.L. of Form F-10;
File No. 33-[insert number of the registration statement].''
Note: Offerings registered on this Form, whether or not made
contemporaneously in Canada, may be made pursuant to National Policy
Statement No. 44 shelf prospectus offering procedures and procedures
for pricing offerings after the final receipt has been issued. Rules
415 and 430A under the Securities Act are not available for offerings
registered on this Form.
* * * * *
0
11. Amend Form F-X (referenced in Sec. 239.42) by:
0
a. Revising the introductory text to General Instruction II;
0
b. Removing General Instruction II.B.(2) and the corresponding Note on
the cover page; and
0
c. Redesignating General Instruction II.B.(3) as General Instruction
II.B.(2).
The revisions to read as follows:
Note: The text of Form F-X does not, and this amendment will
not, appear in the Code of Federal Regulations.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM F-X
APPOINTMENT OF AGENT FOR SERVICE OF PROCESS AND UNDERTAKING
* * * * *
GENERAL INSTRUCTIONS
* * * * *
II. A filer must file the Form F-X in electronic format via the
Commission's Electronic Data Gathering, Analysis, and Retrieval (EDGAR)
system in accordance with the EDGAR rules set forth in Regulation S-T
(17 CFR part 232). For assistance with technical questions about EDGAR,
to request an access code or problems with filing call the EDGAR Filer
Support Office at (202) 551-8900. For assistance with the EDGAR rules,
call the Division of Corporation Finance at (202) 551-3600.
* * * * *
0
12. Amend Form SE (referenced in Sec. Sec. 239.64, 249.444, 269.8, and
274.403) by:
0
a. On the cover page removing the text ``__ Rule 311 (Permitted Paper
Exhibit)'';
0
b. Revising paragraph 1.A of the General Instructions; and
0
c. Revising the first sentence of paragraph 3.B of the General
Instructions.
The revisions to read as follows:
Note: The text of Form SE does not, and this amendment will not,
appear in the Code of Federal Regulations.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM SE
FORM FOR SUBMISSION OF PAPER FORMAT EXHIBITS BY EDGAR ELECTRONIC FILERS
* * * * *
FORM SE GENERAL INSTRUCTIONS
1. * * *
A. Electronic filers must use this form to submit any paper format
exhibit under the Securities Act of 1933, the Securities Exchange Act
of 1934, the Trust Indenture Act of 1939, or the Investment Company Act
of 1940, provided that the submission of such exhibit in paper is
permitted under Rule 201 or 202 of Regulation S-T (Sec. Sec. 232.201
or 232.202 of this chapter).
* * * * *
3. * * *
B. If you are filing the exhibit under a continuing hardship
exemption under
[[Page 66248]]
Rule 202 of Regulation S-T (Sec. 232.202 of this chapter), you may
file the exhibit in paper under cover of Form SE up to six business
days before or on the date of filing of the electronic format document
to which it relates; you may not file the exhibit after the filing date
of the electronic document to which it relates. * * *
* * * * *
PART 240--GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE ACT OF
1934
0
13. The authority citation for part 240 continues to read, in part, as
follows:
Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77z-2, 77z-3,
77eee, 77ggg, 77nnn, 77sss, 77ttt, 78c, 78c-3, 78c-5, 78d, 78e, 78f,
78g, 78i, 78j, 78j-1, 78k, 78k-1, 78l, 78m, 78n, 78n-1, 78o, 78o-4,
78o-10, 78p, 78q, 78q-1, 78s, 78u-5, 78w, 78x, 78dd, 78ll, 78mm,
80a-20, 80a-23, 80a-29, 80a-37, 80b-3, 80b-4, 80b-11, and 7201 et
seq., and 8302; 7 U.S.C. 2(c)(2)(E); 12 U.S.C. 5221(e)(3); 18 U.S.C.
1350; Pub. L. 111-203, 939A, 124 Stat. 1376 (2010); and Pub. L. 112-
106, sec. 503 and 602, 126 Stat. 326 (2012), unless otherwise noted.
* * * * *
Sections 240.14a-3, 240.14a-13, 240.14b-1 and 240.14c-7 also
issued under secs. 12, 14 and 17, 15 U.S.C. 781, 78n and 78g;
Sections 240.14c-1 to 240.14c-101 also issued under sec. 14, 48
Stat. 895; 15 U.S.C. 78n;
* * * * *
0
14. Amend Sec. 240.12d1-3 by revising paragraph (c) to read as
follows:
Sec. 240.12d1-3 Requirements as to certification.
* * * * *
(c) The certification must be filed in electronic format via the
Commission's Electronic Data Gathering, Analysis, and Retrieval (EDGAR)
system in accordance with the EDGAR rules set forth in Sec. 232 of
this chapter (Regulation S-T).
0
15. Amend Sec. 240.14a-3 by revising paragraph (c) to read as follows:
Sec. 240.14a-3 Information to be furnished to security holders.
* * * * *
(c) The report sent to security holders pursuant to this rule shall
be submitted in electronic format, in accordance with the EDGAR Filer
Manual, to the Commission, solely for its information, not later than
the date on which such report is first sent or given to security
holders or the date on which preliminary copies, or definitive copies,
if preliminary filing was not required, of solicitation material are
filed with the Commission pursuant to Sec. 240.14a-6, whichever date
is later. The report is not deemed to be ``soliciting material'' or to
be ``filed'' with the Commission or subject to this regulation
otherwise than as provided in this Rule, or to the liabilities of
section 18 of the Act, except to the extent that the registrant
specifically requests that it be treated as a part of the proxy
soliciting material or incorporates it in the proxy statement or other
filed report by reference.
* * * * *
0
16. Amend Sec. 240.14c-3 by revising paragraph (b) to read as follows:
Sec. 240.14c-3 Annual report to be furnished security holders.
* * * * *
(b) The report sent to security holders pursuant to this rule shall
be submitted in electronic format, in accordance with the EDGAR Filer
Manual, to the Commission, solely for its information, not later than
the date on which such report is first sent or given to security
holders or the date on which preliminary copies, or definitive copies,
if preliminary filing was not required, of the information statement
are filed with the Commission pursuant to Sec. 240.14c-5, whichever
date is later. The report is not deemed to be ``filed'' with the
Commission or subject to this regulation otherwise than as provided in
this rule, or to the liabilities of section 18 of the Act, except to
the extent that the registrant specifically requests that it be treated
as a part of the information statement or incorporates it in the
information statement or other filed report by reference.
* * * * *
PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934
0
17. The authority citation for part 249 continues to read in part as
follows:
Authority: 15 U.S.C. 78a et seq. and 7201 et seq.; 12 U.S.C.
5461 et seq.; 18 U.S.C. 1350; Sec. 953(b) Pub. L. 111-203, 124 Stat.
1904; Sec. 102(a)(3) Pub. L. 112-106, 126 Stat. 309 (2012), Sec. 107
Pub. L. 112-106, 126 Stat. 313 (2012), and Sec. 72001 Pub. L. 114-
94, 129 Stat. 1312 (2015), and secs. 2 and 3 Pub. L. 116-222, 134
Stat. 1063 (2020), unless otherwise noted.
Section 249.220f is also issued under secs. 3(a), 202, 208, 302,
306(a), 401(a), 401(b), 406 and 407, Pub. L. 107-204, 116 Stat. 745,
and secs. 2 and 3, Pub. L. 116-222, 134 Stat. 1063.
Section 249.240f is also issued under secs. 3(a), 202, 208, 302,
306(a), 401(a), 406 and 407, Pub. L. 107-204, 116 Stat. 745.
* * * * *
Section 249.310 is also issued under secs. 3(a), 202, 208, 302,
406 and 407, Pub. L. 107-204, 116 Stat. 745.
* * * * *
0
18. Amend Form 20-F (referenced in Sec. 249.220f) by adding Item 10.J
to read as follows:
Note: The text of Form 20-F does not, and this amendment will
not, appear in the Code of Federal Regulations.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 20-F
* * * * *
PART I
* * * * *
Item 10. * * *
J. Annual Report to Security Holders. If a registrant is required
to provide an annual report to security holders in response to the
requirements of Form 6-K (Sec. 249.306 of this chapter), the
registrant must submit the annual report to security holders in
electronic format in accordance with the EDGAR Filer Manual.
* * * * *
0
19. Amend Form 40-F (referenced in Sec. 249.240f) by revising General
Instruction B.(3) to read as follows:
Note: The text of Form 40-F does not, and this amendment will
not, appear in the Code of Federal Regulations.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 40-F
* * * * *
GENERAL INSTRUCTIONS
* * * * *
B. * * *
(3) Registrants reporting pursuant to Section 13(a) or 15(d) of the
Exchange Act should file under cover of this form the annual
information form required under Canadian law and the Registrant's
audited annual financial statements and accompanying management's
discussion and analysis. Registrants shall furnish under the cover of
Form 6-K all other information material to an investment decision that
a Registrant:
(i) makes or is required to make public pursuant to the law of the
jurisdiction of its domicile,
(ii) filed or is required to file with a stock exchange on which
its securities are traded, or
(iii) distributes or is required to distribute to its security
holders.
Note to paragraphs (1) and (3) of General Instruction B: If
General Instructions B.(1) or (3) of this Form require a registrant
to furnish an annual report to security holders, the registrant
shall satisfy this requirement by promptly submitting an English
version of its annual report to security holders in
[[Page 66249]]
electronic format in accordance with the EDGAR Filer Manual.
* * * * *
0
20. Amend Form 6-K (referenced in Sec. 249.306) by:
0
a. On the cover page removing the text ``Indicate by check mark if the
registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(1):__
Note: Regulation S-T Rule 101(b)(1) only permits the submission
in paper of a Form 6-K if submitted solely to provide an attached
annual report to security holders. Indicate by check mark if the
registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(7):__
Note: Regulation S-T Rule 101(b)(7) only permits the submission
in paper of a Form 6-K if submitted to furnish a report or other
document that the registrant foreign private issuer must furnish and
make public under the laws of the jurisdiction in which the
registrant is incorporated, domiciled or legally organized (the
registrant's ``home country''), or under the rules of the home
country exchange on which the registrant's securities are traded, as
long as the report or other document is not a press release, is not
required to be and has not been distributed to the registrant's
security holders, and, if discussing a material event, has already
been the subject of a Form 6-K submission or other Commission filing
on EDGAR.''; and
0
b. Revising paragraph C(2) of the General Instructions;
0
c. Revising paragraph C(3) of the General Instructions; and
0
d. Adding paragraph C(7) of the General Instructions.
The revisions and additions to read as follows:
Note: The text of Form 6-K does not, and this amendment will
not, appear in the Code of Federal Regulations.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULES 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
* * * * *
GENERAL INSTRUCTIONS
* * * * *
C. * * *
(2) An issuer may submit a Form 6-K in paper under a hardship
exemption provided by Rules 201 or 202 of Regulation S-T (17 CFR
232.201 or 232.202).
Note to paragraph (2): An issuer that is or will be
incorporating by reference all or part of an annual or other report
to security holders, or of any part of a paper Form 6-K, into an
electronic filing must file the incorporated portion in electronic
format as an exhibit to the filing in accordance with Rule 303(b) of
Regulation S-T (17 CFR 232.303(b)).
(3) When submitting a Form 6-K in paper under a hardship exemption,
an issuer must provide the appropriate legend required by either Rule
201(a)(2) or Rule 202(c) of Regulation S-T (17 CFR 232.201(a)(2) or
232.202(c)) on the cover page of the Form 6-K.
* * * * *
(7) Annual Report to Security Holders. If General Instruction B of
this form requires an issuer to furnish an annual report to security
holders, the issuer shall satisfy this requirement by promptly
submitting an English version of its annual report to security holders
in electronic format in accordance with the EDGAR Filer Manual.
* * * * *
0
21. Amend Form 10-K (referenced in Sec. 249.310) by revising paragraph
(a) that follows the text ``Supplemental Information to be Furnished
With Reports Filed Pursuant to Section 15(d) of the Act by Registrants
Which Have Not Registered Securities Pursuant to Section 12 of the
Act''.
Note: The text of Form 10-K does not, and this amendment will
not, appear in the Code of Federal Regulations.;
The revision reads as follows:
(a) Except to the extent that the materials enumerated in (1) and/
or (2) below are specifically incorporated into this Form by reference,
every registrant which files an annual report on this Form pursuant to
Section 15(d) of the Act must furnish to the Commission for its
information at the time of filing its report on this form, an
electronic submission in accordance with the EDGAR Filer Manual, of the
following:
* * * * *
0
22. Amend Form 11-K (referenced in Sec. 249.311) by:
0
a. Revising General Instruction E; and
0
b. Adding paragraph 5 of Required Instructions.
The revisions and additions to read as follows:
Note: The text of Form 11-K does not, and this amendment will
not, appear in the Code of Federal Regulations.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR
PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
* * * * *
GENERAL INSTRUCTIONS
* * * * *
E. Electronic Filers
Reports on this Form must be filed in electronic format. See Rule
101(a)(xxvi) of Regulation S-T (Sec. 232.101(a)(xxvi) of this
chapter).
* * * * *
REQUIRED INFORMATION
5. Where a plan prepares its financial statements in accordance
with these Items section, an Interactive Data File (Sec. 232.11 of
this chapter) is required to be submitted to the Commission in the
manner provided by Rule 405 of Regulation S-T (Sec. 232.405 of this
chapter).
Instruction to paragraph 5: When an Interactive Data File is
submitted as provided by Rule 405(a)(4) of Regulation S-T (Sec.
232.405(a)(4) of this chapter), the exhibit index must include the word
``Inline'' within the title description for any eXtensible Business
Reporting Language (XBRL)-related exhibit.
* * * * *
0
23. Amend Form CB (referenced in Sec. 239.800 and Sec. 249.480) by:
0
a. Removing the line ``Filed or submitted in paper if permitted by
Regulation S-T Rule 101(b)(8) [ ]'' and the corresponding Note on the
cover page; and
0
b. Removing General Instruction II.A.(2) and redesignating General
Instruction II.A.(3) and (4) as General Instruction II.A.(2) and (3).
By the Commission.
Dated: November 4, 2021.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2021-24523 Filed 11-19-21; 8:45 am]
BILLING CODE 8011-01-P
