management company about their climate-related disclosure costs.\1017\
The European financial institution reported annual climate-related
disclosure costs ranging from $250,000 to $500,000, which averages to
$375,000 annually.\1018\ For PRA purposes, we have converted this
dollar cost average to 6,818 burden hours using a metric of $55/
hour.\1019\ The US industrial manufacturing company disclosed annual
climate-related disclosure costs for its employees and one full-time
consultant ranging from $200,000 to $350,000, which averages to
$275,000 annually. We have similarly converted this dollar cost average
to 5,000 burden hours.\1020\ The US waste management company reported
that its employees spent 82 hours annually to produce its climate-
related disclosures. The average annual internal burden hours spent on
climate reporting for these three companies comes to 3,967 hours.\1021\
---------------------------------------------------------------------------

    \1017\ See supra Section IV.C.2 for a more detailed discussion
of these reported costs.
    \1018\ $250,000 + $500,000 = $750,000. $750,000/2 = $375,000.
    \1019\ This metric is based on a reported national annual
average salary for a climate specialist of $114,463. See glassdoor,
How much does a Climate Change Specialist make? (Dec. 2021),
available at https://www.glassdoor.com/Salaries/climate-change-specialist-salary-SRCH_KO0,25.htm. $114,463/2080 hrs. = $55/hr.
$375,000/$55/hr. = 6,818 hrs. (rounded to nearest dollar).
    \1020\ $200,000 + $350,000 = $550,000. $550,000/2 = $275,000.
$275,000/$55/hr. = 5,000 hrs.
    \1021\ 6,818 hrs. + 5,000 hrs. + 82 hrs. = 11,900 hrs.; 11,900
hrs./3 = 3,967 hrs.
---------------------------------------------------------------------------

    The UK Impact Assessment estimated on an ongoing, annual basis the
number of hours and costs that it would take in-house personnel \1022\
to gather data and prepare and provide disclosure for each of the
following TCFD-aligned topics: Governance, strategy, risk management,
and metrics and targets.\1023\ The impact assessment also estimated on
an annual, ongoing basis the number of hours and costs that it would
take a parent company's personnel to collect and process climate-
related data from its subsidiaries.\1024\ The impact assessment further
estimated on a one-time basis the number of hours and costs that it
would take in-house personnel to become familiar with and review the
new climate-related reporting requirements and related guidance.\1025\

The total number of hours that the Impact Assessment estimated it would
take a company to comply with the TCFD-aligned disclosure requirements
in the first year came to 3,447 hours, of which 977.5 hours pertained
to qualitative, TCFD-aligned disclosure and 2,469.5 hours pertained to
GHG emissions metrics and targets disclosure.\1026\
---------------------------------------------------------------------------

    \1022\ Unlike this PRA analysis, which assumes that some of the
paperwork burden will be borne by in-house personnel and some by
outside professionals, the UK Impact Assessment assumed that all of
the work would be done by in-house personnel.
    \1023\ The UK Impact Assessment's estimated number of hours for
each TCFD-aligned disclosure topic per company was: 225 hrs. for
governance; 295 hrs. for strategy; 245 hrs. for risk management; and
(in Year 1) 2,227 hrs. for metrics and targets, which included one
in-house climate-related expert working full-time.
    \1024\ This estimate was 85 hrs.
    \1025\ The primary difference between the Initial Impact
Assessment and Final Impact Assessment concerned the estimated
``familiarization'' costs. The Final Impact Assessment assumed that
the rule would require scenario analysis and added additional hours
for in-house personnel to become familiar with scenario analysis
methodology. Because our proposed rules do not require scenario
analysis, we are using the familiarization estimate of the Initial
Impact Assessment (323 hrs.) when totaling the estimated hours
required to comply with the UK's proposed climate disclosure rules.
We have added to the familiarization estimate the number of hours
(77 hrs.) that the Final Impact Assessment estimated for the one-
time legal review of the new climate disclosure requirements by in-
house personnel.
    \1026\ 400 hrs. (familiarization and review) + 195 hrs.
(governance) + 295 hrs. (strategy) + 245 hrs. (risk management) +
2,227 hrs. (metrics and targets) + 85 hrs. (parent co. processing) =
3,447 hrs. For purposes of the PRA, we have allocated approximately
half of the hours pertaining to familiarization and review and
parent company processing between the qualitative TCFD-aligned
disclosure and the GHG emissions metrics and targets disclosure.
This results in 977.5 hrs. allocated to the qualitative TCFD-aligned
disclosure and 2,469.5 hrs. allocated to the GHG emissions metrics
and targets disclosure.
---------------------------------------------------------------------------

    We also have considered cost estimates from S&P Global, a data
analytics firm that provides ESG consulting services, including
climate-related data collection and analysis, among other services.
This firm provided one cost estimate for preparing TCFD-aligned
disclosures primarily covering physical risk and transition risk
assessment and analysis, which, for a company lacking any experience in
climate reporting, ranged from $150,000 to $200,000 (an average of
$175,000) in the first year of reporting.\1027\ For a company with
prior experience in GHG emissions reporting but requiring assistance
with TCFD-aligned reporting, the firm estimated average costs of
$100,000.\1028\ This results in an average cost estimate for all
companies for TCFD-aligned disclosures, excluding GHG emissions
calculation and reporting, of $137,500 in the first year of TCFD-
aligned reporting.\1029\ For PRA purposes, we have converted this
dollar cost average to 2,500 burden hours.\1030\
---------------------------------------------------------------------------

    \1027\ See memorandum concerning staff meeting with
representatives of S&P Global. $150,000 + $200,000 = $350,000;
$350,000/2 = $175,000.
    \1028\ See id.
    \1029\ $175,000 + $100,000 = $275,000; $275,000/2 = $137,500.
    \1030\ $137,500/$55/hr. = 2,500 hrs.
---------------------------------------------------------------------------

    This data analytics firm provided a separate cost estimate for
calculating a company's Scopes 1, 2, and 3 emissions.\1031\ For the
initial calculation of a company's GHG emissions, including all three
scopes, the cost estimate ranged from $75,000 to $125,000 (an average
of $100,000).\1032\ The firm also estimated that the setting and
reporting of GHG emissions targets would on average add an additional
$25,000, resulting in an average first-year cost estimate for GHG
emissions metrics and targets of $125,000.\1033\ For PRA purposes, we
have converted this dollar cost average to 2,273 burden hours.\1034\
This results in a total incremental burden increase (for both TCFD-
aligned disclosures and GHG emissions calculation) in the first year of
climate-related reporting of 4,773 burden hours.\1035\
---------------------------------------------------------------------------

    \1031\ See memorandum concerning staff meeting with
representatives of S&P Global. Although the proposed rules would
require the disclosure of a registrant's Scope 3 emissions only if
they are material, this cost estimate is relevant for determining
the upper bound of the proposed rules' estimated PRA burden.
    \1032\ $75,000 + $125,000 = $200,000; $200,000/2 = $100,000.
    \1033\ Although the proposed rules would not require a
registrant to set GHG emissions targets, they would require certain
disclosures if the registrant does set targets. We have therefore
included S&P Global's cost estimate for targets for purposes of
determining the upper bound of the proposed rules' estimated PRA
burden. However, because setting targets would be voluntary under
the proposed rules, the estimated PRA burden may overstate the
potential burden.
    \1034\ $125,000/$55/hr. = 2,273 hrs.
    \1035\ 2,500 hrs. + 2,273 hrs. = 4,773 hrs.
---------------------------------------------------------------------------

    We also considered the cost estimates for GHG emissions measurement
and reporting provided by two climate management firms, Persefoni and
South Pole. Persefoni estimated that, depending on the maturity of a
company's emissions reporting program, a company's average first-year
costs for measuring and reporting Scopes 1, 2, and 3 emissions ranged
from $50,000 to $125,000, which averages to $87,500, or 1,591
hours.\1036\ South Pole estimated annual costs for measuring and
reporting Scopes 1, 2 and 3 emissions as ranging from $11,800 to
$118,300, which averages to $65,050, or 1,183 hours.\1037\
---------------------------------------------------------------------------

    \1036\ See memorandum concerning staff meeting with
representatives of Persefoni. $50,000 + $125,000 = $175,000;
$175,000/2 = $87,500; $87,500/$55/hr. = 1,591 hrs.
    \1037\ See memorandum concerning staff meeting with
representatives of South Pole. $11,800 + $118,300 = $130,100;
$130,100/2 = $65,050; $65,050/$55/hr. = 1,183 hrs.
---------------------------------------------------------------------------

    The UK Impact Assessment estimated that the calculation and
reporting of GHG emissions metrics and related targets would take the
greatest amount of time, constituting approximately 72 percent of the
total incremental burden.\1038\ The data analytics firm, however,
estimated that GHG emissions metrics and targets would constitute
approximately 48 percent of the total incremental burden.\1039\ The
burden estimates provided by the above-referenced commenter and Climate
Lab did not allocate between GHG emissions and non-GHG emissions
climate reporting. For purposes of the PRA, we have allocated the
burden estimates from the commenter and Climate Lab equally between the
qualitative TCFD-aligned disclosure and the GHG emissions metrics and
targets disclosure.\1040\
---------------------------------------------------------------------------

    \1038\ See supra note 1033 (2,469.5 hrs./3,447 hrs. = 72
percent).
    \1039\ See supra note 1042 (2,273 hrs./4,773 hrs. = 48 percent).
    \1040\ For the Society for Corporate Governance-derived
estimate, this results in 3,406.5 hrs. for each of the qualitative
TCFD-aligned disclosure and the GHG emissions metrics and targets
disclosure. For the Climate Lab-derived burden estimate, this
results in 1,983.5 burden hrs. for each of the qualitative and
quantitative disclosures.
---------------------------------------------------------------------------

    Based on the above sources, we estimate that the proposed
qualitative TCFD-aligned disclosures would result in an average
incremental burden hour increase of 2,217 hrs. for each affected
collection of information for the first year of climate
reporting.\1041\ We estimate that the proposed GHG emissions metrics
and targets disclosure would result in an average incremental burden
hour increase of 2,151 hours for each affected collection of
information for the first year of reporting.\1042\
---------------------------------------------------------------------------

    \1041\ 3,406.5 hrs. (Society) + 1,983.5 hrs. (Climate Lab) +
977.5 hrs. (UK) +2,500 hrs. (S&P Global) = 8,867.5 hrs.; 8,867.5/4 =
2,217 hrs. (rounded to the nearest whole number).
    \1042\ 3,406.5 hrs. (Society) + 1,983.5 hrs. (Climate Lab) +
2,469.5 hrs. (UK) + 2,273 hrs. (S&P Global) + 1,591 hrs. (Persefoni)
+ 1,183 hrs. (South Pole) = 12,906.5 hrs.; 12,906.5 hrs./6 = 2,151
hrs.
---------------------------------------------------------------------------

    In addition to GHG emissions metrics, the proposed rules would
require the disclosure of certain climate-related financial statement
metrics. Although the TCFD recommends the disclosure of metrics
pertaining to the financial impacts of climate-related events and
conditions, it is unclear whether the above sources' burden estimates
for TCFD-aligned disclosure would include financial statement metrics.
Based on staff experience reviewing financial statements, we estimate
that preparation of the financial statements to present the proposed
financial statement metrics would require 70 additional burden hours
per filing. To ensure that our PRA estimates cover the burden
associated with the proposed climate-related financial statement
metrics, we have included this amount, in addition to the burden
estimate for GHG emissions metrics and targets, in the estimated
overall PRA burden of the proposed rules.
    The proposed rules would require a registrant to present the
climate-related financial statement metrics and associated disclosures
in a note to its

financial statements, which would be audited. Because the audit of such
information would be part of the registrant's overall audit of its
financial statements, we expect the incremental audit costs associated
with these climate-related financial statement metrics and disclosures
to be modest.\1043\ We are conservatively estimating that auditing the
note pertaining to the climate-related financial statement metrics and
associated disclosures would add audit fees of $15,000 to the overall
costs associated with the audit of the registrant's financial
statements. We derived this estimate by first estimating costs as an
average percentage of total audit fees (1.5%) \1044\ and then applying
that percentage to median audit fees of $690,000,\1045\ which results
in $10,350. To be conservative, we have increased this amount to
$15,000 for estimated audit fees. We believe that this estimate
represents the average cost of the incremental efforts that may be
incurred, taking into consideration factors such as the scale and
complexity of different registrants and the extent of impact by
climate-related events (e.g., location of operations, nature of
business). This cost also takes into consideration the need to
understand and evaluate the registrants' processes and internal
controls associated with the reporting of the climate-related financial
statement metrics and associated disclosures.
---------------------------------------------------------------------------

    \1043\ This belief is based on post-implementation review
observations and activities from accounting standards that provided
further disaggregation of information and that are analogous to the
proposed financial statement metrics requirements, as discussed
supra Section II.F.2.a (e.g., segment reporting and disaggregation
of revenue). See FASB's post-implementation review report on FASB
Statement No. 131, Disclosures about Segments of an Enterprise and
Related Information (Dec. 2012), 11, (``Preparers' incremental costs
to implement and comply with Statement 131 generally were not
significant and were in line with expectations''), available at
https://www.accountingfoundation.org/cs/Satellite?c=Document_C&cid=1176160621900&pagename=Foundation%2FDocument_C%2FDocumentPage. See also FASB's Board Meeting Handout, post-
implementation review of Topic 606, Revenue with Contracts with
Customers Our (July 28, 2021) (While the post-implementation review
is still ongoing, most users agreed that the disaggregated [revenue]
disclosure is helpful (par. 16) and users noted that although they
incurred costs to become familiar with the new standard, update
models, or maintain dual models during the transition period, most
of those costs were nonrecurring. For users that are generalists or
that cover sectors that did not have significant changes to revenue
recognition measurement or timing under Topic 606, the costs were
not significant. (par. 20), available at https://www.fasb.org/cs/ContentServer?c=Document_C&cid=1176176976563&d=&pagename=FASB%2FDocument_C%2FDocumentPage.
    \1044\ The staff estimated a range of 0.5% to 2.5%, which
averages to 1.5%.
    \1045\ This is based on staff review of Audit Analytics data for
2020.
---------------------------------------------------------------------------

    The proposed rules would require a registrant that is a large
accelerated filer \1046\ or an accelerated filer \1047\ to include, in
the relevant filing, an attestation report covering the disclosure of
its Scope 1 and Scope 2 emissions and to provide certain related
disclosures. Following a one-year phase-in period in which no
attestation report would be required, for filings made for the second
and third fiscal years following the compliance date for the GHG
emissions disclosure requirement, large accelerated filers would be
required to obtain an attestation report for their Scopes 1 and 2
emissions disclosure, at minimum, at a limited assurance level. We
estimate the cost of a limited assurance attestation report covering a
large accelerated filer's Scopes 1 and 2 emissions to be
$110,000.\1048\ Commencing with the fourth fiscal year following the
compliance date and thereafter, a large accelerated filer would be
required to obtain an attestation report covering its Scopes 1 and 2
emissions disclosure at a reasonable assurance level. We estimate the
cost for such a reasonable assurance attestation report to be
$175,000.\1049\ This results in an initial six-year average \1050\
assurance cost for a large accelerated filer's Scopes 1 and 2 emissions
of $124,167.\1051\
---------------------------------------------------------------------------

    \1046\ Based on staff review of filings made in 2020, large
accelerated filers filed approximately 31% of domestic forms and
approximately 37% of Form 20-Fs in 2020. For PRA purposes, we have
used 37% as a proxy for the percentage of all foreign private issuer
forms filed by large accelerated filers in 2020.
    \1047\ Based on staff review of filings made in 2020,
accelerated filers filed approximately 11% of domestic forms and 15%
of Form 20-Fs in 2020.
    \1048\ See supra Section IV.C.2.a.3. for the basis of this
limited assurance cost estimate.
    \1049\ See id.
    \1050\ In order to capture three years of the cost of a
reasonable assurance attestation report required for accelerated
filers and large accelerated filers, which requirement does not
commence until the fourth fiscal year following the proposed rules'
compliance date, we have used a six-year average when calculating
the estimated paperwork burden effects of the proposed rules.
    \1051\ 0 + $110,000 + $110,000 + $175,000 + $175,000 + $175,000
= $745,000; $745,000/6 = $124,167.
---------------------------------------------------------------------------

    Following a one-year phase-in period in which no attestation report
would be required, for filings made for the second and third fiscal
years following the compliance date for the GHG emissions disclosure
requirement, accelerated filers would be required to obtain an
attestation report for their Scopes 1 and 2 emissions disclosure, at
minimum, at a limited assurance level. We estimate the cost of a
limited assurance attestation report covering an accelerated filer's
Scopes 1 and 2 emissions to be $45,000.\1052\ Commencing with the
fourth fiscal year following the compliance date and thereafter, an
accelerated filer would be required to obtain an attestation report
covering its Scopes 1 and 2 emissions disclosure at a reasonable
assurance level. We estimate the cost for such a reasonable assurance
attestation report to be $75,000.\1053\ This results in an initial six-
year average assurance cost for an accelerated filer's Scopes 1 and 2
emissions of $52,500.\1054\
---------------------------------------------------------------------------

    \1052\ See supra Section IV.C.2.a.3. for the basis of this
limited assurance cost estimate.
    \1053\ See id.
    \1054\ 0 + $45,000 + $45,000 + $75,000 + $75,000 + $75,000 =
$315,000; $315,000/6 = $52,500.
---------------------------------------------------------------------------

    The proposed rules would require a registrant that is not required
to include a GHG emissions attestation report to state whether any of
the registrant's GHG emissions disclosures were subject to third-party
attestation or verification. If so, the registrant would be required to
identify the provider of assurance or verification and disclose certain
additional information, such as the level and scope of assurance or
verification provided, among other matters.\1055\ The burden and costs
for this disclosure are encompassed within the estimated overall
internal burden and costs for the proposed GHG emissions disclosure.
---------------------------------------------------------------------------

    \1055\ See proposed 17 CFR 229.1505(e).
---------------------------------------------------------------------------

    The UK Impact Assessment assumed a 25 percent reduction in hour and
cost estimates for the work required to comply with the GHG emissions
metrics and targets disclosure requirement in Year 2 compared to Year 1
because initial implementation of the metrics and targets framework
would not need to be repeated. We believe this assumption is reasonable
and have made a similar reduction after the first year of compliance
when calculating the four-year average for the estimated paperwork
burden hour effect of the proposed rules. We also have assumed a 10
percent reduction in the hour and cost estimates for preparing and
providing the disclosures for the other TCFD-aligned topics in Years 2
through 6 compared to Year 1. We believe that this assumption is
reasonable because the burden hours and costs associated with becoming
familiar with the other TCFD disclosure topics would not need to be
repeated.\1056\ We believe that the reduction in the compliance burden
and costs for the metrics and targets disclosure requirement would be
greater

than the reduction for the other TCFD-aligned disclosure topics because
the initial work to implement a climate data collection and reporting
framework to comply with the metrics and targets requirement would be
greater than the initial framework required for the other disclosure
requirements.
---------------------------------------------------------------------------

    \1056\ S&P Global estimated a similar reduction in costs in
subsequent years, the magnitude of which depends on the extent of
material changes to the TCFD-aligned disclosure and the GHG
emissions metrics.
---------------------------------------------------------------------------

    SRCs, which comprise 50 percent of domestic filers, and 45 percent
of total affected registrants,\1057\ would bear a lesser compliance
burden because those registrants would not be subject to the proposed
disclosure requirement pertaining to Scope 3 emissions, which, of the
three types of GHG emissions, poses the greatest challenge to calculate
and report. We accordingly estimate that the increase in the PRA burden
pertaining to the GHG emissions requirement for SRCs filing on domestic
forms would be approximately 50% less than the increased burden for the
GHG emissions requirement for non-SRC registrants.\1058\ Smaller
foreign private issuers that file on the foreign private issuer forms
would not be eligible for this adjustment because those foreign private
issuers are excluded from the definition of, and therefore cannot be,
SRCs.\1059\
---------------------------------------------------------------------------

    \1057\ In 2020, there were 6,220 domestic filers + 740 foreign
private issuer (fpi) filers = 6,960 affected filers. 3,110 domestic
filers + 740 fpi filers = 3,850 non-SRC filers. 3,850/6,960 = 55%.
3,110 filers were SRCs in 2020. 3,110/6,960 = 45%. See supra Section
IV.B.
    \1058\ This is generally consistent with some of the cost
estimates obtained for calculating and reporting Scopes 1, 2, and 3
emissions. For example, Persefoni indicated that the annual GHG
emissions costs for a company having experience calculating and
reporting GHG emissions would double if it included Scope 3
emissions after calculating Scopes 1 and 2 emissions. See supra note
1020. In addition, S&P Global indicated that a company's annual
ongoing reporting costs of Scopes 1 and 2 emissions would, at a
minimum, increase from $40,000 to $75,000 if it included Scope 3
emissions. See supra note 1019.
    \1059\ See, e.g., Instruction 2 to the definition of smaller
reporting company under 17 CFR 230.405.
---------------------------------------------------------------------------

    In addition to requiring the annual climate disclosures, the
proposed rules would require a registrant to disclose any material
change to its climate-related disclosures reported in its annual
Exchange Act annual report (Form 10-K or 20-F) on a Form 10-Q (if a
domestic filer) or a Form 6-K (if a foreign private issuer filer). We
would not expect a registrant to report such a material change until
its second year of compliance, at the earliest. Based on the staff's
assessment of the amount of time it would take to determine that there
has been a material change in the previously reported climate
disclosure, particularly concerning its GHG emissions metrics, and to
prepare disclosures regarding the material change, if any, we estimate
a burden hour increase of 40 hours per form, or an initial six-year
average of 33 hours per form.\1060\
---------------------------------------------------------------------------

    \1060\ 0 + (40 hrs. x 5) = 200 hrs.; 200 hrs./6 = 33 hrs.
(rounded to nearest whole number).
---------------------------------------------------------------------------

    The following table summarizes the estimated paperwork burden
effects of the proposed amendments for non-SRC and SRC registrants
associated with the affected collections of information.

                                         PRA Table 1--Estimated Paperwork Burden Effects of the Proposed Amendments for Non-SRC and SRC Registrants \1\
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                          Estimated PRA
                                          Estimated PRA                    burden hour    Estimated PRA   Estimated PRA   Estimated PRA  Estimated average  Estimated average  Estimated average
                                           burden hour    Estimated PRA  effect for non-   burden hour     burden hour     burden hour    annual assurance   annual assurance   annual assurance
    Collections of         Proposed      effect for non-   burden hour         SRC       effect for SRC  effect for non- effect for SRC  costs for climate-  costs for Scopes   costs for Scopes
     information        disclosure item        SRC       effect for SRC    registrants     registrants         SRC       registrants (6  related financial  1 and 2 emissions  1 and 2 emissions
                                           registrants     registrants   (for each year  (for each year  registrants (6   year average)  statement metrics  disclosure by AFs    disclosure by
                                         (year 1) (hrs)  (year 1) (hrs)   2 through 6)    2 through 6)    year average)       (hrs)       (6 year average)     \2\ (6 year      LAFs \3\ (6 year
                                                                              (hrs)           (hrs)           (hrs)                                              average)           average)
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Forms S-1,S-4, S-      Climate-related           +2,217          +2,217          +1,995          +1,995          +2,032          +2,032           +$15,000           +$52,500           $124,167
 11,10, and 10-K.       disclosures
                        regarding
                        governance,
                        strategy, and
                        risk management.
                       Financial                    +70             +70             +63             +63             +64             +64
                        statement                                                                                +1,703
                        metrics.
                       GHG emissions             +2,151          +1,076          +1,613            +807            +852
                        metrics and
                        targets.
                      --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
    Total............  ................          +4,438          +3,363          +3,671          +2,865          +3,799          +2,948           +$15,000           +$52,500           $124,167
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Forms F-1, F-4, and    Climate-related           +2,217              NA          +1,995             NA.          +2,032              NA           +$15,000           +$52,500           $124,167
 20-F.                  disclosures                 +70                             +63                             +64
                        regarding                +2,151                          +1,613                          +1,703
                        governance,
                        strategy, and
                        risk management.
                       Financial
                        statement
                        metrics.
                       GHG emissions
                        metrics and
                        targets.
                       Financial                    +70  ..............             +63  ..............             +64
                        statement
                        metrics.
                       GHG emissions             +2,151  ..............          +1,613  ..............          +1,703
                        metrics and
                        targets.
                      --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
    Total............  ................          +4,438  ..............          +3,671  ..............          +3,799  ..............           +$15,000           +$52,500           $124,167
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Forms 10-Q and 6-K...  Material change                0  ..............             +40  ..............             +33  ..............                  0                  0                  0
                        to 10-K/20-F.
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
\1\ All numbers rounded to nearest whole number.
\2\ Accelerated Filers.
\3\ Large Accelerated Filers.

C. Incremental and Aggregate Burden and Cost Estimates for the Proposed
Amendments

    Below we estimate the incremental and aggregate increase in
paperwork burden resulting from the proposed amendments. These
estimates represent the average burden for all issuers, both large and
small. In deriving our estimates, we recognize that the burdens will
likely vary among individual registrants based on a number of factors,
including the nature of their business, the size and complexity of
their operations, and whether they are subject to similar climate-
related disclosure requirements in other jurisdictions or already
preparing similar disclosures on a voluntary basis. For purposes of the
PRA, the burden is to be allocated between internal burden hours and
outside professional costs. The table below sets forth the percentage
estimates we typically use for the burden allocation for each affected
collection of information. We also estimate that the average cost of
retaining outside professionals is $400 per hour.\1061\
---------------------------------------------------------------------------

    \1061\ We recognize that the costs of retaining outside
professionals may vary depending on the nature of the professional
services, but for purposes of this PRA analysis, we estimate that
such costs would be an average of $400 per hour.

     PRA Table 2--Standard Estimated Burden Allocation for Specified
                       Collections of Information
------------------------------------------------------------------------
                                                              Outside
        Collection of information          Internal (%)    professionals
                                                                (%)
------------------------------------------------------------------------
Forms S-1, F-1, S-4, F-4, S-11, 10, and               25              75
 20-F...................................
Forms 10-K, 10-Q, and 6-K...............              75              25
------------------------------------------------------------------------

    We estimate that the proposed amendments would change the burden
per response, but not the frequency, of the existing collections of
information. The burden increase estimates for each collection of
information were calculated by multiplying the number of responses by
the increased estimated average amount of time it would take to prepare
and review the disclosure required under the affected collection of
information (using the estimated three-year average increase). Since 50
percent of the domestic filers in 2020 were non-SRCs and 50 percent
were SRCs, we assume for purposes of our PRA estimates that 50 percent
of each domestic collection of information was filed by non-SRCs and 50
percent by SRCs. The table below illustrates the incremental change to
the annual compliance burden of the affected collections of
information, in hours and costs.

                                                  PRA Table 3--Calculation of the Incremental Change in Burden Estimates of Current Responses Resulting from the Proposed Amendments\1\
----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                Climate-related
                                                                                Burden hour     Increase in      Increase in        Increase in         financial                                               Increase in
                                                                Number of  estimated        annual       burden hours    internal burden      professional    statement metrics    GHG emissions      GHG emissions       professional
     Collection of  information             Filed by            affected respondents     increase per    for affected       hours  for         hours  for       assurance costs   assurance costs    assurance costs       costs for
                                                                                affected       respondents        affected           affected         for affected       for AFs \3\        for LAFs \4\         affected
                                                                                respondent                       respondents        respondents      respondents \2\                                            respondents
                                     ......................  (A)......................             (B)     (C) = (A) x   (D) = (C) x 0.25        (E) = (C) x        (F) = (A) x        (G) = (A) x   (H) = (A) x 0.31   (I) = (E) x $400
                                                                                (B)            or 0.75       0.75 or 0.25            $15,000       0.11 or 0.15          or 0.37 x  + (F) + (G) + (H)
                                                                                x $52,500           $124,167
----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
S-1................................  Non-SRCs..............  447......................           3,799       1,698,153  .................  .................  .................  .................  .................  .................
S-1................................  SRCs..................  447......................           2,948       1,317,756  .................  .................  .................  .................  .................  .................
                                                            ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
    S-1 (Total)....................  ......................  894......................  ..............       3,015,909            753,977          2,261,932        $13,410,000         $5,145,000        $34,394,259       $957,722,059
S-4................................  Non-SRCs..............  294......................           3,799       1,116,906  .................  .................  .................  .................  .................  .................
S-4................................  SRCs..................  294......................           2,948         866,712  .................  .................  .................  .................  .................  .................
                                                            ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
    S-4 (Total)....................  ......................  588......................  ..............       1,983,618            495,905          1,487,714          8,820,000          3,412,500         22,598,394        629,916,494
S-11...............................  Non-SRCs..............  34.......................           3,799         129,166  .................  .................  .................  .................  .................  .................
S-11...............................  SRCs..................  33.......................           2,948          97,284  .................  .................  .................  .................  .................  .................
                                                            ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
    S-11 (Total)...................  ......................  67.......................  ..............         226,450             56,613            169,838          1,005,000            367,500          2,607,507         71,915,207
10.................................  Non-SRCs..............  108......................           3,799         410,292  .................  .................  .................  .................  .................  .................
10.................................  SRCs..................  108......................           2,948         318,384  .................  .................  .................  .................  .................  .................
                                                            ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
    10 (Total).....................  ......................  216......................  ..............         728,676            182,169            546,507          3,240,000          1,260,000          8,319,189        231,421,989
10-K...............................  Non-SRCs..............  4,146....................           3,799      15,750,654  .................  .................  .................  .................  .................  .................
10-K...............................  SRCs..................  4,146....................           2,948      12,222,408  .................  .................  .................  .................  .................  .................
                                                            ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
    10-K (Total)...................  ......................  8,292....................  ..............      27,973,062         20,979,797          6,993,266        124,380,000         47,880,000        319,233,357      3,288,799,757
10-Q...............................  Non-SRCs..............  11,463...................              33         378,279  .................  .................  .................  .................  .................  .................
10-Q...............................  SRCs..................  11,462...................              33         378,246  .................  .................  .................  .................  .................  .................
                                                            ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
    10-Q (Total)...................  ......................  22,925...................  ..............         756,525            567,394            189,131                  0                  0                  0         75,652,400
F-1................................  Both..................  66.......................           3,799         250,734             62,684            188,051            990,000            525,000          2,980,008         79,715,408
F-4................................  Both..................  39.......................           3,799         148,161             37,040            111,121            585,000            315,000          1,738,338         47,086,738
20-F...............................  Both..................  729......................           3,799       2,769,471            692,368          2,077,103         10,935,000          5,722,500         33,525,090        881,023,790
6-K................................  Both..................  34,794...................              33       1,148,202            861,152            287,051                  0                  0                  0        114,820,400
----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
\1\ All numbers rounded to nearest whole number.
\2\ We have not assumed assurance costs for Form 10-Q or Form 6-K because these forms typically have only marginal assurance costs. We expect these forms to be filed in the 2nd year, at the earliest.
\3\ AFs filed 11% of domestic forms and 15% of foreign private issuer forms in 2020.
\4\ LAFs filed 31% of domestic forms and 37% of foreign private issuer forms in 2020.

    The table below illustrates the program change expected to result
from the proposed rule amendments together with the total requested
change in reporting burden and costs.

                                                              PRA Table 4--Requested Paperwork Burden Under the Proposed Amendments
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                           Current burden                                     Program change                               Requested change in burden
                                        --------------------------------------------------------------------------------------------------------------------------------------------------------
       Collection of Information                             Current                           Number of       Change in
                                         Current annual     internal      Current external     affected        internal         Change in          Annual         Internal       External cost
                                            responses     burden hours      cost burden        responses     burden hours     external costs      responses     burden hours         burden
                                                    (A)             (B)                (C)             (D)             (E)                (F)             (G)     (H) = (B) +    (I) = (C) + (F)
                                                                                (E)
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
S-1....................................             894         146,067       $178,922,043             894         753,977       $957,722,059             894         900,044     $1,134,929,102
S-4....................................             588         562,362        677,255,579             588         495,905        629,916,494             588       1,058,267      1,306,034,573
S-11...................................              67          12,229         14,943,768              67          56,613         71,915,207              67          68,842         86,736,475
10.....................................             216          11,855         14,091,488             216         182,169        231,421,989             216         194,024        245,093,477
10-K...................................           8,292      14,188,040      1,893,793,119           8,292      20,979,797      3,288,799,757           8,292      35,167,837      5,166,632,876
10-Q...................................          22,925       3,182,333        421,490,754          22,925         567,394         75,652,400          22,925       3,749,727        497,143,154
F-1....................................              66          26,707         32,293,375              66          62,684         79,715,408              66          89,391        111,833,783
F-4....................................              39          14,049         17,073,825              39          37,040         47,086,738              39          51,089         64,055,563
20-F...................................             729         479,261        576,824,025             729         692,368        881,023,790             729       1,171,629      1,455,940,315
6-K....................................          34,794         227,031         30,270,780          34,794         861,152        114,820,400          34,794       1,088,183        145,091,180
                                        --------------------------------------------------------------------------------------------------------------------------------------------------------
    Total..............................  ..............      18,849,934      3,856,958,756  ..............      24,689,099      6,378,073,242  ..............      43,539,033     10,235,031,998
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

D. Request for Comment

    We request comment in order to:
     Evaluate whether the proposed collections of information
are necessary for the proper performance of the functions of the
agency, including whether the information would have practical utility;
     Evaluate the accuracy of our estimate of the burden of the
proposed collections of information, including any assumptions used;
     Determine whether there are ways to enhance the quality,
utility, and clarity of the information to be collected;
     Evaluate whether there are ways to minimize the burden of
the collections of information on those who are to respond, including
through the use of automated collection techniques or other forms of
information technology; and
     Evaluate whether the proposed amendments would have any
effects on any other collections of information not previously
identified in this section.\1062\
---------------------------------------------------------------------------

    \1062\ We request comment pursuant to 44 U.S.C. 3506(c)(2)(B).
---------------------------------------------------------------------------

    Any member of the public may direct to us any comments about the
accuracy of these burden estimates and any suggestions for reducing
these burdens. Persons submitting comments on the collection of
information requirements should direct the 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 should send a copy to Vanessa A. Countryman,
Secretary, Securities and Exchange Commission, 100 F Street NE,
Washington, DC 20549-1090, with reference to File No. S7-10-22.
Requests for materials submitted to OMB by the Commission with regard
to these collections of information should be in writing, refer to File
No. S7-10-22, and be submitted to the Securities and Exchange
Commission, Office of FOIA Services, 100 F Street NE, Washington, DC
20549-2736. OMB is required to make a decision concerning the
collection of information between 30 and 60 days after publication of
this release. Consequently, a comment to OMB is best assured of having
its full effect if OMB receives it within 30 days of publication.

VI. Initial Regulatory Flexibility Act Analysis

    This Initial Regulatory Flexibility Act Analysis (``IRFA'') has
been prepared, and made available for public comment, in accordance
with the Regulatory Flexibility Act (``RFA'').\1063\ It relates to the
proposal to add new subpart 1500 to Regulation S-K and new Article 14
to Regulation S-X, which would require registrants to provide certain
climate-related disclosures in their Securities Act and Exchange Act
registration statements and Exchange Act reports. As required by the
RFA, this IRFA describes the impact of these proposed amendments of
Regulations S-K and S-X on small entities.\1064\
---------------------------------------------------------------------------

    \1063\ 5 U.S.C. 601 et seq.
    \1064\ 5 U.S.C. 603(a).
---------------------------------------------------------------------------

A. Reasons for, and Objectives of, the Proposed Action

    We are proposing to require registrants to provide certain climate-
related information in their registration statements and annual
reports, including certain information about climate-related financial
risks and climate-related financial metrics in their financial
statements. The disclosure of this information would provide
consistent, comparable, and decision-useful information to investors to
enable them to make informed judgments about the impact of climate-
related risks on current and potential investments. Information about
climate-related risks can have an impact on public companies' financial
performance or position and may be material to investors in making
investment or voting decisions. For this reason, many investors--
including shareholders, investment advisors, and investment management
companies--currently seek information about climate-related risks from
companies to inform their investment decision-making. Furthermore, many
companies have begun to provide some of this information voluntarily in
response to investor demand and in recognition of the potential
financial effects of climate-related risks on their businesses. We are
concerned that the existing voluntary disclosures of climate-related
risks do not adequately protect investors. For this reason, mandatory
disclosures may be necessary or appropriate to improve the consistency,
comparability, and reliability of this information. The reasons for,
and objectives of, the proposed amendments are discussed in more detail
in Section II above.

B. Legal Basis

    We are proposing the amendments contained in this release under the
authority set forth in Sections 7, 10, 19(a), and 28 of the Securities
Act, as amended, and Sections 3(b), 12, 13, 15, 23(a), and 36 of the
Exchange Act, as amended.

C. Small Entities Subject to the Proposed Rules

    The proposed amendments would affect some issuers that are small
entities. The RFA defines ``small entity'' to mean ``small business,''
``small organization,'' or ``small governmental jurisdiction.'' \1065\
For purposes of the RFA, under 17 CFR 240.0-10(a), an issuer, 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, under 17 CFR 230.157, is also
engaged or proposing to engage in an offering of securities that does
not exceed $5 million.
---------------------------------------------------------------------------

    \1065\ 5 U.S.C. 601(6).
---------------------------------------------------------------------------

    The proposed rules would apply to a registrant when filing a
Securities Act or Exchange Act registration statement or an Exchange
Act annual or other periodic report. We estimate that there are 1,004
registrants that are small entities that would be affected by the
proposed rules.

D. Reporting, Recordkeeping, and Other Compliance Requirements

    The proposed amendments would require a registrant, including a
small entity, to disclose certain climate-related information,
including data about their GHG emissions, when filing a Securities Act
or Exchange Act registration statement or Exchange Act annual or other
periodic report. In particular, like larger registrants, small entities
would be required to disclose information about: The oversight of their
boards and management regarding climate-related risks; any material
impacts of climate-related risks on their consolidated financial
statements, business, strategy, and outlook; their risk management of
climate-related risks; climate-related targets or goals, if any; and
certain financial statement metrics. In addition, like other
registrants, small entities would be required to disclose their Scopes
1 and 2 emissions. We anticipate that the nature of any benefits or
costs associated with the above proposed amendments would be similar
for large and small entities. Accordingly, we refer to the discussion
of the proposed amendments' economic effects on all affected parties,
including small entities, in Section IV.C. Consistent with that
discussion, we anticipate that the economic benefits and costs likely
would vary widely among small entities based on a number of factors,
including the nature and conduct of their businesses, which makes it
difficult to

project the economic impact on small entities with precision. However,
we request comment on how the proposed amendments would affect small
entities.
    While small entities would not be exempt from the full scope of the
proposed amendments, they would be exempt from the Scope 3 emissions
disclosure requirements, which would likely impose the greatest
compliance burden for registrants due to the complexity of data
gathering, calculation, and assessment required for that type of
emissions.\1066\ Small entities would also have a longer transition
period to comply with the proposed rules than other registrants.\1067\
We believe that these accommodations would reduce the proposed rules'
compliance burden for small entities that, compared to larger
registrants with more resources, may be less able to absorb the costs
associated with reporting of Scope 3 emissions and may need additional
time to allocate the resources necessary to begin providing climate-
related disclosures.
---------------------------------------------------------------------------

    \1066\ See supra Section II.G.3 and II.L (discussing the
proposed exemption from Scope 3 emissions disclosure for smaller
reporting companies).
    \1067\ See supra Section II.L (discussing the proposed
additional two years for smaller reporting companies to comply with
the proposed rules compared to large accelerated filers).
---------------------------------------------------------------------------

E. Duplicative, Overlapping, or Conflicting Federal Rules

    The proposed rules do not duplicate or conflict with other existing
federal rules. As discussed in Section IV, some registrants currently
report certain GHG emissions via the EPA's 2009 mandatory Greenhouse
Gas Reporting Program. However, as discussed above, the reporting
requirements of the EPA's program and the resulting data are different
and more suited to the purpose of building a national inventory of GHG
emissions rather than allowing investors to assess emissions-related
risks to individual registrants.

F. Significant Alternatives

    The RFA directs us to consider alternatives that would accomplish
our stated objectives, while minimizing any significant economic impact
on small entities. In connection with the proposed amendments, we
considered the following alternatives:
     Establishing different compliance or reporting
requirements that take into account the resources available to small
entities;
     Clarifying, consolidating, or simplifying compliance and
reporting requirements under the rules for small entities;
     Using performance rather than design standards; and
     Exempting small entities from all or part of the
requirements.
    As discussed above, the proposed amendments would exempt small
entities from certain GHG emissions disclosure requirements that would
likely impose the greatest compliance burden on registrants compared to
other proposed disclosure requirements. In addition, while there would
be a transition period for all registrants to comply with the proposed
amendments, small entities would have an additional two more years to
comply with the proposed rules than large accelerated filers and an
additional year compared to other registrants. We believe that this
scaled and phased-in approach would help minimize the economic impact
of the proposed amendments on small entities. We are not, however,
proposing a complete exemption from the proposed amendments for SRCs
because, due to their broad impact across industries and jurisdictions,
climate-related risks may materially impact the operations and
financial condition of domestic and foreign issuers, both large and
small.
    For similar reasons, other than the exemption for reporting Scope 3
emissions by SRCs, we are not proposing to clarify, consolidate, or
simplify the proposed disclosure requirements for small entities. A key
objective of the proposed amendments is to elicit consistent,
comparable and reliable information about climate-related risks across
registrants. Alternative compliance requirements for small entities
could undermine that goal.
    The proposed amendments are primarily based on performance
standards with some provisions that are more like design standards. For
example, while the proposed amendments include certain concepts, such
as scopes, developed by the GHG Protocol, they do not require a
registrant to use the GHG Protocol's methodology when calculating its
GHG emissions if another methodology better suits its circumstances.
Using a performance standard for calculation of GHG emissions would
provide registrants with some flexibility regarding how to comply with
the proposed GHG emissions requirement while still providing useful
information for investors about the various scopes of emissions.
Similarly, the proposed amendments would require a registrant that is a
large accelerated filer or an accelerated filer to include an
attestation report covering its Scopes 1 and 2 emissions that would
require the report to meet certain minimum criteria while permitting
the filer, at its option, to obtain additional levels of assurance. In
contrast, the proposed amendments would require all registrants,
including small entities, to express their GHG emissions both
disaggregated by each constituent greenhouse gas and in the aggregate,
expressed in terms of carbon dioxide equivalent (CO2e).
Using a design standard for the expression of a registrant's GHG
emissions would enhance the comparability of this disclosure for
investors.
Request for Comment
    We encourage the submission of comments with respect to any aspect
of this IRFA. In particular, we request comments regarding:
     How the proposed rule and form amendments can achieve
their objective while lowering the burden on small entities;
     The number of small entity companies that may be affected
by the proposed rule and form amendments;
     The existence or nature of the potential effects of the
proposed amendments on small entity companies discussed in the
analysis;
     How to quantify the effects of the proposed amendments;
and
     Whether there are any federal rules that duplicate,
overlap, or conflict with the proposed amendments.
    Commenters are asked to describe the nature of any effect and
provide empirical data supporting the extent of that effect. Comments
will be considered in the preparation of the Final Regulatory
Flexibility Analysis, if the proposed rules are adopted, and will be
placed in the same public file as comments on the proposed rules
themselves.

VII. Small Business Regulatory Enforcement Fairness Act

    For purposes of the Small Business Regulatory Enforcement Fairness
Act of 1996 (``SBREFA''),\1068\ the Commission must advise OMB as to
whether the proposed amendments constitute a ``major'' rule. Under
SBREFA, a rule is considered ``major'' where, if adopted, it results in
or is likely to result in:
---------------------------------------------------------------------------

    \1068\ 5 U.S.C. 801 et seq.
---------------------------------------------------------------------------

     An annual effect on the U.S. economy of $100 million or
more;
     A major increase in costs or prices for consumers or
individual industries; or
     Significant adverse effects on competition, investment, or
innovation.
    We request comment on whether our proposal would be a ``major
rule'' for purposes of SBREFA. In particular, we request comment and
empirical data on:

     The potential effect on the U.S. economy on an annual
basis;
     Any potential increase in costs or prices for consumers or
individual industries; and
     Any potential adverse effect on competition, investment,
or innovation.

VIII. Statutory Authority

    The amendments contained in this release are being proposed under
the authority set forth in Sections 7, 10, 19(a), and 28 of the
Securities Act, as amended, and Sections 3(b), 12, 13, 15, 23(a), and
36 of the Exchange Act, as amended.

List of Subjects in 17 CFR Parts 210, 229, 232, 239, and 249

    Accountants; Accounting; Administrative practice and procedure,
Reporting and recordkeeping requirements, Securities.

    For the reasons set out in the preamble, the Commission is
proposing to amend title 17, chapter II of the Code of Federal
Regulations as follows:

PART 210--FORM AND CONTENT OF AND REQUIREMENTS FOR FINANCIAL
STATEMENTS, SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF
1934, INVESTMENT COMPANY ACT OF 1940, INVESTMENT ADVISERS ACT OF
1940, AND ENERGY POLICY AND CONSERVATION ACT OF 1975

0
1. The authority citation for part 210 continues to read as follows:

    Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 77z-2, 77z-3,
77aa(25), 77aa(26), 77nn(25), 77nn(26), 78c, 78j-1, 78l, 78m, 78n,
78o(d), 78q, 78u-5, 78w, 78ll, 78mm, 80a-8, 80a20, 80a-29, 80a-30,
80a-31, 80a-37(a), 80b-3, 80b-11, 7202 and 7262, and sec. 102(c),
Pub. L. 112-106, 126 Stat. 310 (2012), unless otherwise noted.

0
2. Amend Sec.  210.8-01 by revising paragraph (b) to read as follows:

Sec.  210.8-01  General requirements for Article 8.

* * * * *
    (b) Smaller reporting companies electing to prepare their financial
statements with the form and content required in Article 8 need not
apply the other form and content requirements in 17 CFR part 210
(Regulation S-X) with the exception of the following:
    (1) The report and qualifications of the independent accountant
shall comply with the requirements of Sec. Sec.  210.2-01 through
210.2-07 (Article 2); and
    (2) The description of accounting policies shall comply with Sec.
210.4-08(n);
    (3) Smaller reporting companies engaged in oil and gas producing
activities shall follow the financial accounting and reporting
standards specified in Sec.  210.4-10 with respect to such activities;
and
    (4) Sections 210.14-01 and 210.14-02 (Article 14).
* * * * *
0
3. Add an undesignated center heading and Sec. Sec.  210.14-01 and
210.14-02 to read as follows:

Article 14--Climate-Related Disclosure

Sec.  210.14-01  Climate-related disclosure instructions.

    (a) General. A registrant must include disclosure pursuant to Sec.
210.14-02 in any filing that is required to include disclosure pursuant
to subpart 229.1500 of this chapter and that also requires the
registrant to include its audited financial statements. The disclosure
pursuant to Sec.  210.14-02 must be included in a note to the financial
statements included in such filing.
    (b) Definitions. The definitions in Sec.  229.1500 (Item 1500 of
Regulation S-K) apply to this Article 14 of Regulation S-X.
    (c) Basis of calculation. When calculating the metrics in this
Article 14, except where otherwise indicated, a registrant must:
    (1) Use financial information that is consistent with the scope of
the rest of its consolidated financial statements included in the
filing; and
    (2) Whenever applicable, apply the same accounting principles that
it is required to apply in preparation of the rest of its consolidated
financial statements included in the filing.
    (d) Historical periods. Disclosure must be provided for the
registrant's most recently completed fiscal year, and for the
historical fiscal year(s) included in the consolidated financial
statements in the filing (e.g., a registrant that is required to
include balance sheets as of the end of its two most recent fiscal
years and income statements and cash flow statements as of the end of
its three most recent fiscal years would be required to disclose two
years of the climate-related metrics that correspond to balance sheet
line items and three years of the climate-related metrics that
correspond to income statement or cash flow statement line items).

Sec.  210.14-02  Climate-related metrics.

    (a) Contextual information. Provide contextual information,
describing how each specified metric was derived, including a
description of significant inputs and assumptions used, and, if
applicable, policy decisions made by the registrant to calculate the
specified metrics.
    (b) Disclosure thresholds. (1) Disclosure of the financial impact
on a line item in the registrant's consolidated financial statements
pursuant to paragraphs (c) and (d) of this section (including any
impacts included pursuant to paragraphs (i) and (j) of this section) is
not required if the sum of the absolute values of all the impacts on
the line item is less than one percent of the total line item for the
relevant fiscal year.
    (2) Disclosure of the aggregate amount of expenditure expensed or
the aggregate amount of capitalized costs incurred pursuant to
paragraphs (e) and (f) of this section (including any impacts included
pursuant to paragraphs (i) and (j) of this section) is not required if
such amount is less than one percent of the total expenditure expensed
or total capitalized costs incurred, respectively, for the relevant
fiscal year.
    (c) Financial impacts of severe weather events and other natural
conditions. Disclose the impact of severe weather events and other
natural conditions, such as flooding, drought, wildfires, extreme
temperatures, and sea level rise on any relevant line items in the
registrant's consolidated financial statements during the fiscal years
presented. Disclosure must be presented, at a minimum, on an aggregated
line-by-line basis for all negative impacts and, separately, at a
minimum, on an aggregated line-by-line basis for all positive impacts.
Impacts may include, for example:
    (1) Changes to revenues or costs from disruptions to business
operations or supply chains;
    (2) Impairment charges and changes to the carrying amount of assets
(such as inventory, intangibles, and property, plant and equipment) due
to the assets being exposed to severe weather, flooding, drought,
wildfires, extreme temperatures, and sea level rise;
    (3) Changes to loss contingencies or reserves (such as
environmental reserves or loan loss allowances) due to impact from
severe weather events; and
    (4) Changes to total expected insured losses due to flooding or
wildfire patterns.
    (d) Financial impacts related to transition activities. Disclose
the impact of any efforts to reduce GHG emissions or otherwise mitigate
exposure to transition risks on any relevant line items in the
registrant's consolidated financial statements during the fiscal years
presented. Disclosure must be presented, at a minimum, on an aggregated
line-by-line basis for all negative impacts and, separately, at a
minimum, on an aggregated line-by-line

basis for all positive impacts. Impacts may include, for example:
    (1) Changes to revenue or cost due to new emissions pricing or
regulations resulting in the loss of a sales contract;
    (2) Changes to operating, investing, or financing cash flow from
changes in upstream costs, such as transportation of raw materials;
    (3) Changes to the carrying amount of assets (such as intangibles
and property, plant, and equipment) due to, among other things, a
reduction of the asset's useful life or a change in the asset's salvage
value by being exposed to transition activities; and
    (4) Changes to interest expense driven by financing instruments
such as climate-linked bonds issued where the interest rate increases
if certain climate-related targets are not met.
    (e) Expenditure to mitigate risks of severe weather events and
other natural conditions. Disclose separately the aggregate amount of
expenditure expensed and the aggregate amount of capitalized costs
incurred during the fiscal years presented to mitigate the risks from
severe weather events and other natural conditions, such as flooding,
drought, wildfires, extreme temperatures, and sea level rise. For
example, a registrant may be required to disclose the amount of expense
or capitalized costs, as applicable, to increase the resilience of
assets or operations, retire or shorten the estimated useful lives of
impacted assets, relocate assets or operations at risk, or otherwise
reduce the future impact of severe weather events and other natural
conditions on business operations.
    (f) Expenditure related to transition activities. Disclose
separately the aggregate amount of expenditure expensed and the
aggregate amount of capitalized costs incurred during the fiscal years
presented to reduce GHG emissions or otherwise mitigate exposure to
transition risks. For example, a registrant may be required to disclose
the amount of expense or capitalized costs, as applicable, related to
research and development of new technologies, purchase of assets,
infrastructure, or products that are intended to reduce GHG emissions,
increase energy efficiency, offset emissions (purchase of energy
credits), or improve other resource efficiency. A registrant that has
disclosed GHG emissions reduction targets or other climate-related
commitments must disclose the expenditures and costs related to meeting
its targets, commitments, and goals, if any, in the fiscal years
presented.
    (g) Financial estimates and assumptions impacted by severe weather
events and other natural conditions. Disclose whether the estimates and
assumptions the registrant used to produce the consolidated financial
statements were impacted by exposures to risks and uncertainties
associated with, or known impacts from, severe weather events and other
natural conditions, such as flooding, drought, wildfires, extreme
temperatures, and sea level rise. If yes, provide a qualitative
description of how the development of such estimates and assumptions
were impacted by such events.
    (h) Financial estimates and assumptions impacted by transition
activities. Disclose whether the estimates and assumptions the
registrant used to produce the consolidated financial statements were
impacted by risks and uncertainties associated with, or known impacts
from, a potential transition to a lower carbon economy or any climate-
related targets disclosed by the registrant. If yes, provide a
qualitative description of how the development of such estimates and
assumptions were impacted by such a potential transition or the
registrant's disclosed climate-related targets.
    (i) Impact of identified climate-related risks. A registrant must
also include the impact of any climate-related risks (separately by
physical risks and transition risks, as defined in Sec.  229.1500(c) of
this chapter), identified by the registrant pursuant to Sec.
229.1502(a) of this chapter, on any of the financial statement metrics
disclosed pursuant to paragraphs (c) through (h) of this section.
    (j) Impact of climate-related opportunities. A registrant may also
include the impact of any opportunities arising from severe weather
events and other natural conditions, any impact of efforts to pursue
climate-related opportunities associated with transition activities,
and the impact of any other climate-related opportunities, including
those identified by the registrant pursuant to Sec.  229.1502(a) of
this chapter, on any of the financial statement metrics disclosed
pursuant to paragraphs (c) through (h) of this section. If a registrant
makes a policy decision to disclose the impact of an opportunity, it
must do so consistently for the fiscal years presented, including for
each financial statement line item and all relevant opportunities
identified by the registrant.

PART 229--STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES
ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND
CONSERVATION ACT OF 1975--REGULATION S-K

0
4. The authority citation for part 229 continues to read as follows:

    Authority: 15 U.S.C. 77e, 77f, 77g, 77h, 77j, 77k, 77s, 77z-2,
77z-3, 77aa(25), 77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 77iii, 77jjj,
77nnn, 77sss, 78c, 78i, 78j, 78j-3, 78l, 78m, 78n, 78n-1, 78o, 78u-
5, 78w, 78ll, 78 mm, 80a-8, 80a-9, 80a-20, 80a-29, 80a-30, 80a-
31(c), 80a37, 80a-38(a), 80a-39, 80b-11 and 7201 et seq.; 18 U.S.C.
1350; sec. 953(b), Pub. L. 111-203, 124 Stat. 1904 (2010); and sec.
102(c), Pub. L. 112-106, 126 Stat. 310 (2012).

0
5. Add subpart 229.1500 (``Climate-Related Disclosure'') to read as
follows:
Subpart 229.1500--Climate-Related Disclosure
Sec.
229.1500 (Item 1500) Definitions.
229.1501 (Item 1501) Governance.
229.1502 (Item 1502) Strategy, business model, and outlook.
229.1503 (Item 1503) Risk management.
229.1504 (Item 1504) GHG emissions metrics.
229.1505 (Item 1505) Attestation of Scope 1 and Scope 2 emissions
disclosure.
229.1506 (Item 1506) Targets and goals.
229.1507 (Item 1507) Interactive data requirement.

Subpart 229.1500--Climate-Related Disclosure

Sec.  229.1500   (Item 1500) Definitions.

    As used in this subpart, these terms have the following meanings:
    (a) Carbon offsets represents an emissions reduction or removal of
greenhouse gases (``GHG'') in a manner calculated and traced for the
purpose of offsetting an entity's GHG emissions.
    (b) Climate-related opportunities means the actual or potential
positive impacts of climate-related conditions and events on a
registrant's consolidated financial statements, business operations, or
value chains, as a whole.
    (c) Climate-related risks means the actual or potential negative
impacts of climate-related conditions and events on a registrant's
consolidated financial statements, business operations, or value
chains, as a whole. Climate-related risks include the following:
    (1) Physical risks include both acute risks and chronic risks to
the registrant's business operations or the operations of those with
whom it does business.
    (2) Acute risks are event-driven and may relate to shorter term
extreme weather events, such as hurricanes, floods, and tornadoes,
among other events.

    (3) Chronic risks relate to longer term weather patterns and
related effects, such as sustained higher temperatures, sea level rise,
drought, and increased wildfires, as well as related effects such as
decreased arability of farmland, decreased habitability of land, and
decreased availability of fresh water.
    (4) Transition risks are the actual or potential negative impacts
on a registrant's consolidated financial statements, business
operations, or value chains attributable to regulatory, technological,
and market changes to address the mitigation of, or adaptation to,
climate-related risks, such as increased costs attributable to changes
in law or policy, reduced market demand for carbon-intensive products
leading to decreased prices or profits for such products, the
devaluation or abandonment of assets, risk of legal liability and
litigation defense costs, competitive pressures associated with the
adoption of new technologies, reputational impacts (including those
stemming from a registrant's customers or business counterparties) that
might trigger changes to market behavior, consumer preferences or
behavior, and registrant behavior.
    (d) Carbon dioxide equivalent (``CO2e'') means the
common unit of measurement to indicate the global warming potential
(``GWP'') of each greenhouse gas, expressed in terms of the GWP of one
unit of carbon dioxide (``CO2'').
    (e) Emission factor means a multiplication factor allowing actual
GHG emissions to be calculated from available activity data or, if no
activity data is available, economic data, to derive absolute GHG
emissions. Examples of activity data include kilowatt-hours of
electricity used, quantity of fuel used, output of a process, hours of
operation of equipment, distance travelled, and floor area of a
building.
    (f) Global warming potential (``GWP'') means a factor describing
the global warming impacts of different greenhouse gases. It is a
measure of how much energy will be absorbed in the atmosphere over a
specified period of time as a result of the emission of one ton of a
greenhouse gas, relative to the emissions of one ton of carbon dioxide
(CO2).
    (g) Greenhouse gases (``GHG'') means carbon dioxide
(CO2), methane (``CH4''), nitrous oxide
(``N2O''), nitrogen trifluoride (``NF3''),
hydrofluorocarbons (``HFCs''), perfluorocarbons (``PFCs''), and sulfur
hexafluoride (``SF6'').
    (h) GHG emissions means direct and indirect emissions of greenhouse
gases expressed in metric tons of carbon dioxide equivalent
(CO2e), of which:
    (1) Direct emissions are GHG emissions from sources that are owned
or controlled by a registrant.
    (2) Indirect emissions are GHG emissions that result from the
activities of the registrant, but occur at sources not owned or
controlled by the registrant.
    (i) GHG intensity (or carbon intensity) means a ratio that
expresses the impact of GHG emissions per unit of economic value (e.g.,
metric tons of CO2e per unit of total revenues, using the
registrant's reporting currency) or per unit of production (e.g.,
metric tons of CO2e per product produced).
    (j) Internal carbon price means an estimated cost of carbon
emissions used internally within an organization.
    (k) Location means a ZIP code or, in a jurisdiction that does not
use ZIP codes, a similar subnational postal zone or geographic
location.
    (l) Operational boundaries means the boundaries that determine the
direct and indirect emissions associated with the business operations
owned or controlled by a registrant.
    (m) Organizational boundaries means the boundaries that determine
the operations owned or controlled by a registrant for the purpose of
calculating its GHG emissions.
    (n) Renewable energy credit or certificate (``REC'') means a credit
or certificate representing each megawatt-hour (1 MWh or 1,000
kilowatt-hours) of renewable electricity generated and delivered to a
power grid.
    (o) Scenario analysis means a process for identifying and assessing
a potential range of outcomes of various possible future climate
scenarios, and how climate-related risks may impact a registrant's
operations, business strategy, and consolidated financial statements
over time. For example, registrants might use scenario analysis to test
the resilience of their strategies under certain future climate
scenarios, such as those that assume global temperature increases of 3
[deg]C, 2 [deg]C, and 1.5 [deg]C above pre-industrial levels.
    (p) Scope 1 emissions are direct GHG emissions from operations that
are owned or controlled by a registrant.
    (q) Scope 2 emissions are indirect GHG emissions from the
generation of purchased or acquired electricity, steam, heat, or
cooling that is consumed by operations owned or controlled by a
registrant.
    (r) Scope 3 emissions are all indirect GHG emissions not otherwise
included in a registrant's Scope 2 emissions, which occur in the
upstream and downstream activities of a registrant's value chain.
    (1) Upstream activities in which Scope 3 emissions might occur
include:
    (i) A registrant's purchased goods and services;
    (ii) A registrant's capital goods;
    (iii) A registrant's fuel and energy related activities not
included in Scope 1 or Scope 2 emissions;
    (iv) Transportation and distribution of purchased goods, raw
materials, and other inputs;
    (v) Waste generated in a registrant's operations;
    (vi) Business travel by a registrant's employees;
    (vii) Employee commuting by a registrant's employees; and
    (viii) A registrant's leased assets related principally to
purchased or acquired goods or services.
    (2) Downstream activities in which Scope 3 emissions might occur
include:
    (i) Transportation and distribution of a registrant's sold
products, goods or other outputs;
    (ii) Processing by a third party of a registrant's sold products;
    (iii) Use by a third party of a registrant's sold products;
    (iv) End-of-life treatment by a third party of a registrant's sold
products;
    (v) A registrant's leased assets related principally to the sale or
disposition of goods or services;
    (vi) A registrant's franchises; and
    (vii) Investments by a registrant.
    (s) Transition plan means a registrant's strategy and
implementation plan to reduce climate-related risks, which may include
a plan to reduce its GHG emissions in line with its own commitments or
commitments of jurisdictions within which it has significant
operations.
    (t) Value chain means the upstream and downstream activities
related to a registrant's operations. Upstream activities in connection
with a value chain may include activities by a party other than the
registrant that relate to the initial stages of a registrant's
production of a good or service (e.g., materials sourcing, materials
processing, and supplier activities). Downstream activities in
connection with a value chain may include activities by a party other
than the registrant that relate to processing materials into a finished
product and delivering it or providing a service to the end user (e.g.,
transportation and distribution, processing of sold products, use of
sold products, end of life treatment of sold products, and
investments).

Sec.  229.1501  (Item 1501) Governance.

    (a)(1) Describe the board of director's oversight of climate-
related risks. Include the following, as applicable:
    (i) The identity of any board members or board committee
responsible for the oversight of climate-related risks;
    (ii) Whether any member of the board of directors has expertise in
climate-related risks, with disclosure in such detail as necessary to
fully describe the nature of the expertise;
    (iii) The processes by which the board of directors or board
committee discusses climate-related risks, including how the board is
informed about climate-related risks, and the frequency of such
discussion;
    (iv) Whether and how the board of directors or board committee
considers climate-related risks as part of its business strategy, risk
management, and financial oversight; and
    (v) Whether and how the board of directors sets climate-related
targets or goals, and how it oversees progress against those targets or
goals, including the establishment of any interim targets or goals.
    (2) If applicable, a registrant may also describe the board of
director's oversight of climate-related opportunities.
    (b)(1) Describe management's role in assessing and managing
climate-related risks. Include the following, as applicable:
    (i) Whether certain management positions or committees are
responsible for assessing and managing climate-related risks and, if
so, the identity of such positions or committees and the relevant
expertise of the position holders or members in such detail as
necessary to fully describe the nature of the expertise;
    (ii) The processes by which such positions or committees are
informed about and monitor climate-related risks; and
    (iii) Whether and how frequently such positions or committees
report to the board or a committee of the board on climate-related
risks.
    (2) If applicable, a registrant may also describe management's role
in assessing and managing climate-related opportunities.

Sec.  229.1502  (Item 1502) Strategy, business model, and outlook.

    (a) Describe any climate-related risks reasonably likely to have a
material impact on the registrant, including on its business or
consolidated financial statements, which may manifest over the short,
medium, and long term. If applicable, a registrant may also disclose
the actual and potential impacts of any climate-related opportunities
when responding to any of the provisions in this section.
    (1) Discuss such climate-related risks, specifying whether they are
physical or transition risks and the nature of the risks presented.
    (i) For physical risks, describe the nature of the risk, including
if it may be categorized as an acute or chronic risk, and the location
and nature of the properties, processes, or operations subject to the
physical risk.
    (A) If a risk concerns the flooding of buildings, plants, or
properties located in flood hazard areas, disclose the percentage of
those assets (square meters or acres) that are located in flood hazard
areas in addition to their location.
    (B) If a risk concerns the location of assets in regions of high or
extremely high water stress, disclose the amount of assets (e.g., book
value and as a percentage of total assets) located in those regions in
addition to their location. Also disclose the percentage of the
registrant's total water usage from water withdrawn in those regions.
    (ii) For transition risks, describe the nature of the risk,
including whether it relates to regulatory, technological, market
(including changing consumer, business counterparty, and investor
preferences), liability, reputational, or other transition-related
factors, and how those factors impact the registrant. A registrant that
has significant operations in a jurisdiction that has made a GHG
emissions reduction commitment may be exposed to transition risks
related to the implementation of the commitment.
    (2) Describe how the registrant defines short-, medium-, and long-
term time horizons, including how it takes into account or reassesses
the expected useful life of the registrant's assets and the time
horizons for the registrant's climate-related planning processes and
goals.
    (b) Describe the actual and potential impacts of any climate-
related risks identified in response to paragraph (a) of this section
on the registrant's strategy, business model, and outlook.
    (1) Include impacts on the registrant's:
    (i) Business operations, including the types and locations of its
operations;
    (ii) Products or services;
    (iii) Suppliers and other parties in its value chain;
    (iv) Activities to mitigate or adapt to climate-related risks,
including adoption of new technologies or processes;
    (v) Expenditure for research and development; and
    (vi) Any other significant changes or impacts.
    (2) Include the time horizon for each described impact (i.e., in
the short, medium, or long term, as defined in response to paragraph
(a) of this section).
    (c) Discuss whether and how any impacts described in response to
paragraph (b) of this section are considered as part of the
registrant's business strategy, financial planning, and capital
allocation. Provide both current and forward-looking disclosures that
facilitate an understanding of whether the implications of the
identified climate-related risks have been integrated into the
registrant's business model or strategy, including how any resources
are being used to mitigate climate-related risks. Include in this
discussion how any of the metrics referenced in Sec.  210.14-02 of this
chapter and Sec.  229.1504 or any of the targets referenced in Sec.
229.1506 relate to the registrant's business model or business
strategy. If applicable, include in this discussion the role that
carbon offsets or RECs play in the registrant's climate-related
business strategy.
    (d) Provide a narrative discussion of whether and how any climate-
related risks described in response to paragraph (a) of this section
have affected or are reasonably likely to affect the registrant's
consolidated financial statements. The discussion should include any of
the climate-related metrics referenced in Sec.  210.14-02 of this
chapter that demonstrate that the identified climate-related risks have
had a material impact on reported financial condition or operations.
    (e)(1) If a registrant maintains an internal carbon price,
disclose:
    (i) The price in units of the registrant's reporting currency per
metric ton of CO2e;
    (ii) The total price, including how the total price is estimated to
change over time, if applicable;
    (iii) The boundaries for measurement of overall CO2e on
which the total price is based if different from the GHG emission
organizational boundary required pursuant to Sec.  229.1504(e)(2); and
    (iv) The rationale for selecting the internal carbon price applied.
    (2) Describe how the registrant uses any internal carbon price
described in response to paragraph (e)(1) of this section to evaluate
and manage climate-related risks.
    (3) If a registrant uses more than one internal carbon price, it
must provide the disclosures required by this section for each internal
carbon price, and disclose its reasons for using different prices.

    (f) Describe the resilience of the registrant's business strategy
in light of potential future changes in climate-related risks. Describe
any analytical tools, such as scenario analysis, that the registrant
uses to assess the impact of climate-related risks on its business and
consolidated financial statements, and to support the resilience of its
strategy and business model. If the registrant uses scenario analysis
to assess the resilience of its business strategy to climate-related
risks, disclose the scenarios considered (e.g., an increase of no
greater than 3 [deg]C, 2 [deg]C, or 1.5 [deg]C above pre-industrial
levels), including parameters, assumptions, and analytical choices, and
the projected principal financial impacts on the registrant's business
strategy under each scenario. The disclosure should include both
qualitative and quantitative information.

Sec.  229.1503  (Item 1503) Risk management.

    (a) Describe any processes the registrant has for identifying,
assessing, and managing climate-related risks. If applicable, a
registrant may also describe any processes for identifying, assessing,
and managing climate-related opportunities when responding to any of
the provisions in this section.
    (1) When describing any processes for identifying and assessing
climate-related risks, disclose, as applicable, how the registrant:
    (i) Determines the relative significance of climate-related risks
compared to other risks;
    (ii) Considers existing or likely regulatory requirements or
policies, such as GHG emissions limits, when identifying climate-
related risks;
    (iii) Considers shifts in customer or counterparty preferences,
technological changes, or changes in market prices in assessing
potential transition risks; and
    (iv) Determines the materiality of climate-related risks, including
how it assesses the potential scope and impact of an identified
climate-related risk, such as the risks identified in response to Sec.
229.1502.
    (2) When describing any processes for managing climate-related
risks, disclose, as applicable, how the registrant:
    (i) Decides whether to mitigate, accept, or adapt to a particular
risk;
    (ii) Prioritizes whether to address climate-related risks; and
    (iii) Determines how to mitigate any high priority risks.
    (b) Disclose whether and how any processes described in response to
paragraph (a) of this section are integrated into the registrant's
overall risk management system or processes. If a separate board or
management committee is responsible for assessing and managing climate-
related risks, a registrant should disclose how that committee
interacts with the registrant's board or management committee governing
risks.
    (c)(1) If the registrant has adopted a transition plan as part of
its climate-related risk management strategy, describe the plan,
including the relevant metrics and targets used to identify and manage
any physical and transition risks. To allow for an understanding of the
registrant's progress to meet the plan's targets or goals over time, a
registrant must update its disclosure about the transition plan each
fiscal year by describing the actions taken during the year to achieve
the plan's targets or goals.
    (2) If the registrant has adopted a transition plan, discuss, as
applicable:
    (i) How the registrant plans to mitigate or adapt to any identified
physical risks, including but not limited to those concerning energy,
land, or water use and management;
    (ii) How the registrant plans to mitigate or adapt to any
identified transition risks, including the following:
    (A) Laws, regulations, or policies that:
    (1) Restrict GHG emissions or products with high GHG footprints,
including emissions caps; or
    (2) Require the protection of high conservation value land or
natural assets;
    (B) Imposition of a carbon price; and
    (C) Changing demands or preferences of consumers, investors,
employees, and business counterparties.
    (3) If applicable, a registrant that has adopted a transition plan
as part of its climate-related risk management strategy may also
describe how it plans to achieve any identified climate-related
opportunities, such as:
    (i) The production of products that may facilitate the transition
to a lower carbon economy, such as low emission modes of transportation
and supporting infrastructure;
    (ii) The generation or use of renewable power;
    (iii) The production or use of low waste, recycled, or other
consumer products that require less carbon intensive production
methods;
    (iv) The setting of conservation goals and targets that would help
reduce GHG emissions; and
    (v) The provision of services related to any transition to a lower
carbon economy.

Sec.  229.1504  (Item 1504) GHG emissions metrics.

    (a) General. Disclose a registrant's GHG emissions, as defined in
Sec.  229.1500(h), for its most recently completed fiscal year, and for
the historical fiscal years included in its consolidated financial
statements in the filing, to the extent such historical GHG emissions
data is reasonably available.
    (1) For each required disclosure of a registrant's Scopes 1, 2, and
3 emissions, disclose the emissions both disaggregated by each
constituent greenhouse gas, as specified in Sec.  229.1500(g), and in
the aggregate, expressed in terms of CO2e.
    (2) When disclosing a registrant's Scopes 1, 2, and 3 emissions,
exclude the impact of any purchased or generated offsets.
    (b) Scopes 1 and 2 emissions. (1) Disclose the registrant's total
Scope 1 emissions and total Scope 2 emissions separately after
calculating them from all sources that are included in the registrant's
organizational and operational boundaries.
    (2) When calculating emissions pursuant to paragraph (b)(1) of this
section, a registrant may exclude emissions from investments that are
not consolidated, are not proportionately consolidated, or that do not
qualify for the equity method of accounting in the registrant's
consolidated financial statements.
    (c) Scope 3 emissions. (1) Disclose the registrant's total Scope 3
emissions if material. A registrant must also disclose its Scope 3
emissions if it has set a GHG emissions reduction target or goal that
includes its Scope 3 emissions. Disclosure of a registrant's Scope 3
emissions must be separate from disclosure of its Scopes 1 and 2
emissions. If required to disclose Scope 3 emissions, identify the
categories of upstream or downstream activities that have been included
in the calculation of the Scope 3 emissions. If any category of Scope 3
emissions is significant to the registrant, identify all such
categories and provide Scope 3 emissions data separately for them,
together with the registrant's total Scope 3 emissions.
    (2) If required to disclose Scope 3 emissions, describe the data
sources used to calculate the registrant's Scope 3 emissions, including
the use of any of the following:
    (i) Emissions reported by parties in the registrant's value chain,
and whether such reports were verified by the registrant or a third
party, or unverified;
    (ii) Data concerning specific activities, as reported by parties in
the registrant's value chain; and
    (iii) Data derived from economic studies, published databases,
government statistics, industry associations, or other third-party
sources outside of a registrant's value

chain, including industry averages of emissions, activities, or
economic data.
    (3) A smaller reporting company, as defined by Sec. Sec.
229.10(f)(1), 230.405, and 240.12b-2 of this chapter, is exempt from,
and need not comply with, the disclosure requirements of this paragraph
(c).
    (d) GHG intensity. (1) Using the sum of Scope 1 and 2 emissions,
disclose GHG intensity in terms of metric tons of CO2e per
unit of total revenue (using the registrant's reporting currency) and
per unit of production relevant to the registrant's industry for each
fiscal year included in the consolidated financial statements. Disclose
the basis for the unit of production used.
    (2) If Scope 3 emissions are otherwise disclosed, separately
disclose GHG intensity using Scope 3 emissions only.
    (3) If a registrant has no revenue or unit of production for a
fiscal year, it must disclose another financial measure of GHG
intensity or another measure of GHG intensity per unit of economic
output, as applicable, with an explanation of why the particular
measure was used.
    (4) A registrant may also disclose other measures of GHG intensity,
in addition to metric tons of CO2e per unit of total revenue
(using the registrant's reporting currency) and per unit of production,
if it includes an explanation of why a particular measure was used and
why the registrant believes such measure provides useful information to
investors.
    (e) Methodology and related instructions. (1) A registrant must
describe the methodology, significant inputs, and significant
assumptions used to calculate its GHG emissions. The description of the
registrant's methodology must include the registrant's organizational
boundaries, operational boundaries (including any approach to
categorization of emissions and emissions sources), calculation
approach (including any emission factors used and the source of the
emission factors), and any calculation tools used to calculate the GHG
emissions. A registrant's description of its approach to categorization
of emissions and emissions sources should explain how it determined the
emissions to include as direct emissions, for the purpose of
calculating its Scope 1 emissions, and indirect emissions, for the
purpose of calculating its Scope 2 emissions.
    (2) The organizational boundary and any determination of whether a
registrant owns or controls a particular source for GHG emissions must
be consistent with the scope of entities, operations, assets, and other
holdings within its business organization as those included in, and
based upon the same set of accounting principles applicable to, the
registrant's consolidated financial statements.
    (3) A registrant must use the same organizational boundaries when
calculating its Scope 1 emissions and Scope 2 emissions. If required to
disclose Scope 3 emissions, a registrant must also apply the same
organizational boundaries used when determining its Scopes 1 and 2
emissions as an initial step in identifying the sources of indirect
emissions from activities in its value chain over which it lacks
ownership and control and which must be included in the calculation of
its Scope 3 emissions. Once a registrant has determined its
organizational and operational boundaries, a registrant must be
consistent in its use of those boundaries when calculating its GHG
emissions.
    (4) A registrant may use reasonable estimates when disclosing its
GHG emissions as long as it also describes the assumptions underlying,
and its reasons for using, the estimates.
    (i) When disclosing its GHG emissions for its most recently
completed fiscal year, if actual reported data is not reasonably
available, a registrant may use a reasonable estimate of its GHG
emissions for its fourth fiscal quarter, together with actual,
determined GHG emissions data for the first three fiscal quarters, as
long as the registrant promptly discloses in a subsequent filing any
material difference between the estimate used and the actual,
determined GHG emissions data for the fourth fiscal quarter.
    (ii) In addition to the use of reasonable estimates, a registrant
may present its estimated Scope 3 emissions in terms of a range as long
as it discloses its reasons for using the range and the underlying
assumptions.
    (5) A registrant must disclose, to the extent material and as
applicable, any use of third-party data when calculating its GHG
emissions, regardless of the particular scope of emissions. When
disclosing the use of third-party data, it must identify the source of
such data and the process the registrant undertook to obtain and assess
such data.
    (6) A registrant must disclose any material change to the
methodology or assumptions underlying its GHG emissions disclosure from
the previous fiscal year.
    (7) A registrant must disclose, to the extent material and as
applicable, any gaps in the data required to calculate its GHG
emissions. A registrant's GHG emissions disclosure should provide
investors with a reasonably complete understanding of the registrant's
GHG emissions in each scope of emissions. If a registrant discloses any
data gaps encountered when calculating its GHG emissions, it must also
discuss whether it used proxy data or another method to address such
gaps, and how its accounting for any data gaps has affected the
accuracy or completeness of its GHG emissions disclosure.
    (8) When determining whether its Scope 3 emissions are material,
and when disclosing those emissions, in addition to emissions from
activities in its value chain, a registrant must include GHG emissions
from outsourced activities that it previously conducted as part of its
own operations, as reflected in the financial statements for the
periods covered in the filing.
    (9) If required to disclose Scope 3 emissions, when calculating
those emissions, if there was any significant overlap in the categories
of activities producing the Scope 3 emissions, a registrant must
describe the overlap, how it accounted for the overlap, and the effect
on its disclosed total Scope 3 emissions.
    (f) Liability for Scope 3 emissions disclosures. (1) A statement
within the coverage of paragraph (f)(2) of this section that is made by
or on behalf of a registrant is deemed not to be a fraudulent statement
(as defined in paragraph (f)(3) of this section), unless it is shown
that such statement was made or reaffirmed without a reasonable basis
or was disclosed other than in good faith.
    (2) This paragraph (f) applies to any statement regarding Scope 3
emissions that is disclosed pursuant to Sec. Sec.  229.1500 through
229.1506 and made in a document filed with the Commission.
    (3) For the purpose of this paragraph (f), the term fraudulent
statement shall mean a statement that is an untrue statement of
material fact, a statement false or misleading with respect to any
material fact, an omission to state a material fact necessary to make a
statement not misleading, or that constitutes the employment of a
manipulative, deceptive, or fraudulent device, contrivance, scheme,
transaction, act, practice, course of business, or an artifice to
defraud as those terms are used in the Securities Act of 1933 or the
Securities Exchange Act of 1934 or the rules or regulations promulgated
thereunder.

Sec.  229.1505  Attestation of Scope 1 and Scope 2 emissions
disclosure.

    (a) Attestation. (1) A registrant that is required to provide Scope
1 and Scope 2 emissions disclosure pursuant to

Sec.  229.1504 and that is an accelerated filer or a large accelerated
filer must include an attestation report covering such disclosure in
the relevant filing. For filings made by an accelerated filer or a
large accelerated filer for the second and third fiscal years after the
compliance date for Sec.  229.1504, the attestation engagement must, at
a minimum, be at a limited assurance level and cover the registrant's
Scope 1 and Scope 2 emissions disclosure. For filings made by an
accelerated filer or large accelerated filer for the fourth fiscal year
after the compliance date for Sec.  229.1504 and thereafter, the
attestation engagement must be at a reasonable assurance level and, at
a minimum, cover the registrant's Scope 1 and Scope 2 emissions
disclosures.
    (2) Any attestation report required under this section must be
provided pursuant to standards that are publicly available at no cost
and are established by a body or group that has followed due process
procedures, including the broad distribution of the framework for
public comment. An accelerated filer or a large accelerated filer
obtaining voluntary assurance prior to the first required fiscal year
must comply with subparagraph (e) of this section. Voluntary assurance
obtained by an accelerated filer or a large accelerated filer
thereafter must follow the requirements of paragraphs (b) through (d)
of this section and must use the same attestation standard as the
required assurance over Scope 1 and Scope 2.
    (b) GHG emissions attestation provider. The GHG emissions
attestation report required by paragraph (a) of this section must be
prepared and signed by a GHG emissions attestation provider. A GHG
emissions attestation provider means a person or a firm that has all of
the following characteristics:
    (1) Is an expert in GHG emissions by virtue of having significant
experience in measuring, analyzing, reporting, or attesting to GHG
emissions. Significant experience means having sufficient competence
and capabilities necessary to:
    (i) Perform engagements in accordance with professional standards
and applicable legal and regulatory requirements; and
    (ii) Enable the service provider to issue reports that are
appropriate under the circumstances.
    (2) Is independent with respect to the registrant, and any of its
affiliates, for whom it is providing the attestation report, during the
attestation and professional engagement period.
    (i) A GHG emissions attestation provider is not independent if such
attestation provider is not, or a reasonable investor with knowledge of
all relevant facts and circumstances would conclude that such
attestation provider is not, capable of exercising objective and
impartial judgment on all issues encompassed within the attestation
provider's engagement.
    (ii) In determining whether a GHG emissions attestation provider is
independent, the Commission will consider:
    (A) Whether a relationship or the provision of a service creates a
mutual or conflicting interest between the attestation provider and the
registrant (or any of its affiliates), places the attestation provider
in the position of attesting such attestation provider's own work,
results in the attestation provider acting as management or an employee
of the registrant (or any of its affiliates), or places the attestation
provider in a position of being an advocate for the registrant (or any
of its affiliates); and
    (B) All relevant circumstances, including all financial or other
relationships between the attestation provider and the registrant (or
any of its affiliates), and not just those relating to reports filed
with the Commission.
    (iii) The term ``affiliates'' as used in this section has the
meaning provided in 17 CFR 210.2-01, except that references to
``audit'' are deemed to be references to the attestation services
provided pursuant to this section.
    (iv) The term ``attestation and professional engagement period'' as
used in this section means both:
    (A) The period covered by the attestation report; and
    (B) The period of the engagement to attest to the registrant's GHG
emissions or to prepare a report filed with the Commission (``the
professional engagement period''). The professional engagement period
begins when the GHG attestation service provider either signs an
initial engagement letter (or other agreement to attest a registrant's
GHG emissions) or begins attest procedures, whichever is earlier.
    (c) Attestation report requirements. The GHG emissions attestation
report required by paragraph (a) of this section must be included in
the separately captioned ``Climate-Related Disclosure'' section in the
filing. The form and content of the attestation report must follow the
requirements set forth by the attestation standard (or standards) used
by the GHG emissions attestation provider. Notwithstanding the
foregoing, at a minimum the report must include the following:
    (1) An identification or description of the subject matter or
assertion being reported on, including the point in time or period of
time to which the measurement or evaluation of the subject matter or
assertion relates;
    (2) An identification of the criteria against which the subject
matter was measured or evaluated;
    (3) A statement that identifies the level of assurance provided and
describes the nature of the engagement;
    (4) A statement that identifies the attestation standard (or
standards) used;
    (5) A statement that describes the registrant's responsibility to
report on the subject matter or assertion being reported on;
    (6) A statement that describes the attestation provider's
responsibilities in connection with the preparation of the attestation
report;
    (7) A statement that the attestation provider is independent, as
required by paragraph (a) of this section;
    (8) For a limited assurance engagement, a description of the work
performed as a basis for the attestation provider's conclusion;
    (9) A statement that describes significant inherent limitations, if
any, associated with the measurement or evaluation of the subject
matter against the criteria;
    (10) The GHG emissions attestation provider's conclusion or
opinion, based on the applicable attestation standard(s) used;
    (11) The signature of the attestation provider (whether by an
individual or a person signing on behalf of the attestation provider's
firm);
    (12) The city and state where the attestation report has been
issued; and
    (13) The date of the report.
    (d) Additional disclosures by the registrant. In addition to
including the GHG emissions attestation report required by paragraph
(a) of this section, a large accelerated filer and an accelerated filer
must disclose the following information within the separately captioned
``Climate-Related Disclosure'' section in the filing, after requesting
relevant information from any GHG emissions attestation provider as
necessary:
    (1) Whether the attestation provider has a license from any
licensing or accreditation body to provide assurance, and if so,
identify the licensing or accreditation body, and whether the
attestation provider is a member in good standing of that licensing or
accreditation body;
    (2) Whether the GHG emissions attestation engagement is subject to
any oversight inspection program, and if so, which program (or
programs); and
    (3) Whether the attestation provider is subject to record-keeping
requirements with respect to the work performed for

the GHG emissions attestation engagement and, if so, identify the
record-keeping requirements and the duration of those requirements.
    (e) Disclosure of voluntary attestation. A registrant that is not
required to include a GHG emissions attestation report pursuant to
paragraph (a) of this section must disclose within the separately
captioned ``Climate-Related Disclosure'' section in the filing the
following information if the registrant's GHG emissions disclosures
were subject to third-party attestation or verification:
    (1) Identify the provider of such attestation or verification;
    (2) Describe the attestation or verification standard used;
    (3) Describe the level and scope of attestation or verification
provided;
    (4) Briefly describe the results of the attestation or
verification;
    (5) Disclose whether the third-party service provider has any other
business relationships with or has provided any other professional
services to the registrant that may lead to an impairment of the
service provider's independence with respect to the registrant; and
    (6) Disclose any oversight inspection program to which the service
provider is subject (e.g., the AICPA's peer review program).

Sec.  229.1506  (Item 1506) Targets and goals.

    (a)(1) A registrant must provide disclosure pursuant to this
section if it has set any targets or goals related to the reduction of
GHG emissions, or any other climate-related target or goal (e.g.,
regarding energy usage, water usage, conservation or ecosystem
restoration, or revenues from low-carbon products) such as actual or
anticipated regulatory requirements, market constraints, or other goals
established by a climate-related treaty, law, regulation, policy, or
organization.
    (2) A registrant may provide the disclosure required by this
section as part of its disclosure in response to Sec.  229.1502 or
Sec.  229.1503.
    (b) If the registrant has set climate-related targets or goals,
disclose the targets or goals, including, as applicable, a description
of:
    (1) The scope of activities and emissions included in the target;
    (2) The unit of measurement, including whether the target is
absolute or intensity based;
    (3) The defined time horizon by which the target is intended to be
achieved, and whether the time horizon is consistent with one or more
goals established by a climate-related treaty, law, regulation, policy,
or organization;
    (4) The defined baseline time period and baseline emissions against
which progress will be tracked with a consistent base year set for
multiple targets;
    (5) Any interim targets set by the registrant; and
    (6) How the registrant intends to meet its climate-related targets
or goals. For example, for a target or goal regarding net GHG emissions
reduction, the discussion could include a strategy to increase energy
efficiency, transition to lower carbon products, purchase carbon
offsets or RECs, or engage in carbon removal and carbon storage.
    (c) Disclose relevant data to indicate whether the registrant is
making progress toward meeting the target or goal and how such progress
has been achieved. A registrant must update this disclosure each fiscal
year by describing the actions taken during the year to achieve its
targets or goals.
    (d) If carbon offsets or RECs have been used as part of a
registrant's plan to achieve climate-related targets or goals, disclose
the amount of carbon reduction represented by the offsets or the amount
of generated renewable energy represented by the RECS, the source of
the offsets or RECs, a description and location of the underlying
projects, any registries or other authentication of the offsets or
RECs, and the cost of the offsets or RECs.

Sec.  229.1507  (Item 1507) Interactive data requirement.

    Provide the disclosure required by this Subpart 1500 in an
Interactive Data File as required by Sec.  232.405 of this chapter
(Rule 405 of Regulation S-T) in accordance with the EDGAR Filer Manual.

PART 232--REGULATION S-T--GENERAL RULES AND REGULATIONS FOR
ELECTRONIC FILINGS

0
6. The general authority citation for part 232 continues to read 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
7. Amend Sec.  232.405 by adding paragraphs (b)(1)(iii), (b)(3)(i)(C),
and (b)(4) as follows:

Sec.  232.405  Interactive Data File submissions.

* * * * *
    (b) * * *
    (1) * * *
    (iii) As applicable, the disclosure set forth in paragraph (4) of
this section.
* * * * *
    (3) * * *
    (i) * * *
    (C) The disclosure set forth in paragraph (4) of this section.
    (4) An Interactive Data File must consist of the disclosure
provided under 17 CFR 229 (Regulation S-K) and related provisions that
is required to be tagged, including, as applicable:
    (i) The climate-related information required by Subpart 1500 of
Regulation S-K (Sec. Sec.  229.1500 through 229.1507 of this chapter).
* * * * *

PART 239--FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933

0
8. The general authority citation for part 239 continues to read 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.
* * * * *
0
9. Amend Form S-1 (referenced in Sec.  239.11) by adding Item 11(o) to
Part I to read as follows:

    Note: The text of Form S-1 does not, and these amendments will
not, appear in the Code of Federal Regulations.

FORM S-1

* * * * *

PART I--INFORMATION REQUIRED IN PROSPECTUS

* * * * *
Item 11. Information With Respect to the Registrant.
* * * * *
    (o) Information required by Subpart 1500 of Regulation S-K (17 CFR
229.1500 through 229.1507), in a part of the registration statement
that is separately captioned as Climate-Related Disclosure. Pursuant to
Rule 411 (17 CFR 230.411) and General Instruction VII of this form, a
registrant may incorporate by reference disclosure from other parts of
the registration statement (e.g., Risk Factors, Business, Management's
Discussion and Analysis, or the financial statements) or from a
separately filed annual report or other periodic report into the
Climate-Related Disclosure item if it is responsive to the topics
specified in Items 1500 through 1507 of Regulation S-K.
* * * * *
0
10. Amend Form S-11 (referenced in Sec.  239.18) by adding Item 9 to
Part I to read as follows:

    Note: The text of Form S-11 does not, and these amendments will
not, appear in the Code of Federal Regulations.

FORM S-11

* * * * *

PART I. INFORMATION REQUIRED IN PROSPECTUS

* * * * *
    Item 9. Climate-related disclosure. Provide the information
required by Subpart 1500 of Regulation S-K (17 CFR 229.1500 through
229.1507), in a part of the registration statement that is separately
captioned as Climate-Related Disclosure. Pursuant to Rule 411 (17 CFR
230.411) and General Instruction H of this form, a registrant may
incorporate by reference disclosure from other parts of the
registration statement (e.g., Risk Factors, Management's Discussion and
Analysis, or the financial statements) or from a separately filed
annual report or other periodic report into the Climate-Related
Disclosure item if it is responsive to the topics specified in Items
1500 through 1507 of Regulation S-K.
* * * * *
0
11. Amend Form S-4 (referenced in Sec.  239.25) by:
0
a. Adding paragraph (k) to Item 14 to Part I; and
0
b. Adding paragraph (b)(11) to Item 17 to Part I.
    The additions read as follows:

    Note: The text of Form S-4 does not, and these amendments will
not, appear in the Code of Federal Regulations.

FORM S-4

* * * * *

PART I

INFORMATION REQUIRED IN THE PROSPECTUS

* * * * *
    Item 14. Information With Respect to Registrants Other Than S-3
Registrants.
* * * * *
    (k) Information required by Subpart 1500 of Regulation S-K (17 CFR
229.1500 through 229.1507), in a part of the registration statement
that is separately captioned as Climate-Related Disclosure. Pursuant to
Rule 411 (17 CFR 230.411) a registrant may incorporate by reference
disclosure from other parts of the registration statement (e.g., Risk
Factors, Description of Business, Management's Discussion and Analysis,
or the financial statements) into the Climate-Related Disclosure item
if it is responsive to the topics specified in Items 1500 through 1507
of Regulation S-K.
* * * * *
Item 17. Information With Respect to Companies Other Than S-3
Companies.
* * * * *
    (b) * * *
    (11) Information required by Items 1500-1507 of Regulation S-K (17
CFR 229.1500 through Sec.  229.1507), in a part of the registration
statement that is separately captioned as Climate-Related Disclosure of
Company Being Acquired.
* * * * *
0
12. Amend Form F-4 (referenced in Sec.  239.34) by:
0
a. Adding paragraph (k) to Item 14 to Part I; and
0
b. Amending paragraph (3) to Item 17(b) to Part I.
    The additions read as follows:

    Note: The text of Form F-4 does not, and these amendments will
not, appear in the Code of Federal Regulations.

FORM F-4

* * * * *

PART I

INFORMATION REQUIRED IN THE PROSPECTUS

* * * * *
Item 14. Information With Respect to Foreign Registrants Other Than F-3
Registrants.
* * * * *
    (k) Item 3.E of Form 20-F, climate-related disclosure.
* * * * *
Item 17. Information With Respect to Foreign Companies Other Than F-3
Companies.
* * * * *
    (b) * * *
    (3) Item 3.E of Form 20-F, climate-related disclosure;
* * * * *

PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934

0
13. The authority citation for part 249 continues to read 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), 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 249.308a is also issued under secs. 3(a) and 302, 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
14. Amend Form 10 (referenced in Sec.  249.210) by adding Item 3.A
(``Climate-Related Disclosure'') to read as follows:

    Note: The text of Form 10 does not, and these amendments will
not, appear in the Code of Federal Regulations.

FORM 10

* * * * *
    Item 3.A Climate-Related Disclosure. Provide the information
required by Subpart 1500 of Regulation S-K (17 CFR 229.1500 through
229.1507), in a part of the registration statement that is separately
captioned as Climate-Related Disclosure. Pursuant to Exchange Act Rule
12b-23 (17 CFR 240.12b-23) and General Instruction F of this form, a
registrant may incorporate by reference disclosure from other parts of
the registration statement (e.g., Risk Factors, Business, Management's
Discussion and Analysis, or the financial statements) into the Climate-
Related Disclosure item if it is responsive to the topics specified in
Item 1500 through 1507 of Regulation S-K.
* * * * *
0