Form 18.SupportingStatement.2022

SUPPORTING STATEMENT
FOR THE PAPERWORK REDUCTION ACT INFORMATION COLLECTION
SUBMISSION FOR FORM 18

A.

JUSTIFICATION
1.

Circumstances Making the Collection of Information Necessary

The Commission has exercised its authority under Sections 12(b) and 12(c) of the
Securities Exchange Act of 1934 to establish Form 18, a registration statement that can be
used by a foreign government or political subdivision to list securities on a U.S.
exchange. Form 18 elicits the disclosure of material information concerning, among
other things, a description of the securities being listed, external and internal debt,
receipts and expenditures, foreign exchange reserves, imports and exports, and balance of
payments. A copy of the issuer’s latest annual budget is required to be filed as well
2.

Purpose and Use of the Information Collection

The principal function of Commission forms and rules under the securities laws
disclosure provisions is to make information required to be filed with the Commission
permits verification of compliance with securities law requirements and assures the
public availability and dissemination of such information. Private contractors reproduce
much of the filed information, and provide it to private parties; and many other persons
obtain information directly from the Commission’s public files. Thus, information on
Form 18 can be, and is, used by security holders, investors, brokers, dealers, investment
banking firms and others. In addition, all investors benefit indirectly from submissions
on Form 18, as direct users effect transactions in securities on the basis of current
information about the issuer’s business and operations included in such filings, thereby
causing the market prices of the securities to reflect such information.
3.

Consideration Given to Information Technology

Form 18 is filed electronically on the Electronic Data Gathering, Analysis, and
Retrieval (EDGAR) system.
4.

Duplication of Information

Form 18 permits foreign government issuers to avoid unnecessary duplication and
relies on foreign disclosure laws by allowing incorporation by reference to their annual
budgets. Annual budgets, for several reasons are not substitutes for Form 18. First, the
annual budgets, unlike filings on Form 18, are not deemed to be filed with the
Commission for purposes of liability for misleading statements under Section 18 of the
Exchange Act. Second, annual budgets may not be available to all persons in the U.S.
potentially interested in purchasing securities of the issuer. Third, annual budgets serve

2
different purposes from Form 18 and thus contain information that is not necessarily
meaningful for investor decisions in the secondary market. Finally, Form 18 is necessary
to ensure the disclosure of certain key information.
5.

Reducing the Burden on Small Entities
Small entities do not file Form 18.

6.

Consequences of Not Conducting Collection

Form 18 is required to be filed once. Thereafter, Form 18-K is required to be filed
on an annual basis after the completion of the issuer’s fiscal year. Any less frequent filing
would render performance comparisons meaningless, and deprive investors of the
information protection of the Exchange Act.
7.

Special Circumstances
There are no special circumstances.

8.

Consultations with Persons Outside the Agency

No comments were received during the 60 day comment period prior to OMB’s
review of this submission.
9.

Payment or Gift to Respondents
No payment or gift has been provided to any respondents.

10.

Confidentiality
Form 18 is a public document.

11.

Sensitive Questions

No information of a sensitive nature, including social security numbers, will be
required under this collection of information. The information collection collects basic
Personally Identifiable Information (PII) that may include name and job title. However,
the agency has determined that the information collection does not constitute a system of
record for purposes of the Privacy Act. Information is not retrieved by a personal
identifier. In accordance with Section 208 of the E-Government Act of 2002, the agency
has conducted a Privacy Impact Assessment (PIA) of the EDGAR system, in connection
with this collection of information. The EDGAR PIA, published on February 5, 2020, is
provided as a supplemental document and is also available at
https://www.sec.gov/privacy.

3
12.

Estimate of Respondent Reporting Burden
Estimated Reporting Burden
Information
Collection
Title
Form 18

OMB Control
Number

Number of
Responses

Burden
Hours

3235-0121

5

40

Form 18 takes approximately 8 hours to prepare and is filed by approximately 5
respondents per year for annual reporting burden of 40 hours (8 hours x 5 responses). We
derived our burden hour estimates by estimating the average number of hours it would
take a foreign government or political subdivision to compile the necessary information
and data, prepare and review disclosure, file documents and retain records. In connection
with rule amendments to the form, we occasionally receive PRA estimates from public
commenters about incremental burdens that are used in our burden estimates. We believe
that the actual burdens will likely vary among foreign government or political subdivision
issuers based on the size and complexity of the organization. We further estimate that the
foreign government or political subdivision issuer would prepare 100% of Form 18
requirements. For administrative convenience, the paperwork burden hours has been
rounded to the nearest whole number. The burden estimate for the hours is made solely
for the purpose of the Paperwork Reduction Act.
13.

Estimate of Total Annualized Cost Burden
There is no outside cost associated with this information collection.

14.

Costs to Federal Government

The annual cost of reviewing and processing disclosure documents, including
registration statements, post-effective amendments, proxy statements, annual reports and
other filings of operating companies amounted to approximately $119,447,840 in fiscal
year 2020, based on the Commission’s computation of the value of staff time devoted to
this activity and related overhead.
15.

Reason for Change in Burden
There is no change in burden.

16.

Information Collection Planned for Statistical Purposes
The information collection is not planned for statistical purposes.

4
17.

Approval to Omit OMB Expiration Date

We request authorization to omit the expiration date on the electronic version of
the form. Including the expiration date on the electronic version of the form will result in
increased costs, because the need to make changes to the form may not follow the
application’s scheduled version release dates. The OMB control number will be
displayed.
18.

Exceptions to Certification for Paperwork Reduction Act Submissions

There are no exceptions to certification for Paperwork Reduction Act
submissions.

B.

STATISTICAL METHODS
The information collection does not employ statistical methods.