Proposed Rule2021-24523
Updating EDGAR Filing Requirements
Primary source
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Published
November 22, 2021
Issuing agencies
Securities and Exchange Commission
Abstract
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.
Full Text
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<title>Federal Register, Volume 86 Issue 222 (Monday, November 22, 2021)</title>
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[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 [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[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
<bullet> Use the Commission's internet comment form (<a href="https://www.sec.gov/regulatory-actions/how-to-submit-comments">https://www.sec.gov/regulatory-actions/how-to-submit-comments</a>); or
<bullet> Send an email to <a href="/cdn-cgi/l/email-protection#b8cacdd4dd95dbd7d5d5ddd6cccbf8cbdddb96dfd7ce"><span class="__cf_email__" data-cfemail="8af8ffe6efa7e9e5e7e7efe4fef9caf9efe9a4ede5fc">[email protected]</span></a>. Please include
File Number S7-16-21 on the subject line.
Paper Comments
<bullet> 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 (<a href="http://www.sec.gov/rules/proposed.shtml">http://www.sec.gov/rules/proposed.shtml</a>). 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 <a href="http://www.sec.gov">www.sec.gov</a> 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:
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Commission reference CFR citation (17 CFR)
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Regulation S-T.................... Sec. Sec. 232.11 through 232.903.
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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.
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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.
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\1\ 15 U.S.C. 77a et seq.
\2\ 15 U.S.C. 78a et seq.
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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.
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\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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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.
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\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).
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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.
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\12\ 17 CFR 232.101(b).
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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:
<bullet> 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'');
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\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 <a href="https://www.sec.gov/divisions/corpfin/guidance/exchange-act-rule-14a3-14c3.htm">https://www.sec.gov/divisions/corpfin/guidance/exchange-act-rule-14a3-14c3.htm</a> (``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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<bullet> 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)'');
<bullet> Annual reports for employee benefit plans on 17 CFR
249.311 (``Form 11-K''); \14\
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\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.
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<bullet> 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).
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<bullet> 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\
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\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.
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<bullet> 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
<bullet> Documents filed with the Commission pursuant to 15 U.S.C.
80a-32 (``Section 33 of the Investment Company Act'').\17\
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\17\ See Rule 101(b)(9) of Regulation S-T [17 CFR
232.101(b)(9)].
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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
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CY2019 CY2020
Permissible electronic submissions pursuant to CY2019 Paper Electronic CY2020 Paper Electronic
Rule 101(b) of Regulation S-T submissions submissions submissions submissions
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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...........................................
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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.
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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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Request for Comment
<bullet> 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?
<bullet> 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?
<bullet> 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?
<bullet> 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.
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\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.
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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\
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\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 <a href="https://www.sec.gov/corpfin/announcement/cfannouncement-annual-reports-security-holders-website.html">https://www.sec.gov/corpfin/announcement/cfannouncement-annual-reports-security-holders-website.html</a>.
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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
<bullet> 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.)?
<bullet> 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
<bullet> 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:
<bullet> 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
<bullet> 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 <a href="https://www.dol.gov/sites/dolgov/files/EBSA/employers-and-advisers/plan-administration-and-compliance/reporting-and-filing/form-5500/2020-form-5500.pdf">https://www.dol.gov/sites/dolgov/files/EBSA/employers-and-advisers/plan-administration-and-compliance/reporting-and-filing/form-5500/2020-form-5500.pdf</a>.
\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
<bullet> 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?
<bullet> 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?
<bullet> 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?
<bullet> 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
<bullet> 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?
<bullet> 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
<bullet> 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:
<bullet> 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;
<bullet> Mandate that certain registrants electronically file their
``glossy'' annual report to security holders;
<bullet> 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;
<bullet> Mandate the use of the Inline XBRL structured data
language for filing annual reports for employee benefit plans on Form
11-K; and
<bullet> 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. <a href="https://www.sec.gov/files/sec-2020-agency-financial-report_1.pdf">https://www.sec.gov/files/sec-2020-agency-financial-report_1.pdf</a>.
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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), <a href="https://www.emerald.com/insight/publication/issn/1030-9616">https://www.emerald.com/insight/publication/issn/1030-9616</a>.
\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 <a href="https://www.sec.gov/dera/data">https://www.sec.gov/dera/data</a> (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, <a href="https://www.accountingtoday.com/news/aicpa-sees-45-drop-in-xbrl-costs-for-small-reporting-companies">https://www.accountingtoday.com/news/aicpa-sees-45-drop-in-xbrl-costs-for-small-reporting-companies</a>. 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.
<bullet> 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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<bullet> Schedule 14C (OMB Control Number 3235-0057) \58\
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\58\ See id.
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<bullet> Form 20-F (OMB Control Number 3232-0288)
<bullet> Form 40-F (OMB Control Number 3235-0381)
<bullet> Form 11-K (OMB Control Number 3235-0082)
<bullet> 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)
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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
<bullet> 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.
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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:
<bullet> Establishing different compliance or reporting
requirements or timetables that take into account the resources
available to small entities;
<bullet> Clarifying, consolidating or simplifying compliance and
reporting requirements under the rules for small entities;
<bullet> Using performance rather than design standards; and
<bullet> 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:
<bullet> The number of small entity issuers that may be affected by
the proposed amendments;
<bullet> The existence or nature of the potential impact of the
proposed amendments on small entity issuers discussed in the analysis;
and
<bullet> 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).
---------------------------------------------------------------------------
<bullet> An annual effect on the economy of $100 million or more;
<bullet> A major increase in costs or prices for consumers or
individual industries; or
<bullet> 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
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</html>Indexed from Federal Register on November 22, 2021.
This is legal information, not legal advice. Laws vary by jurisdiction and change frequently. Always verify current law with official sources and consult a licensed attorney in your jurisdiction for advice on your specific situation.