---------------------------------------------------------------------------

    Rule 3-10 permits modified reporting by subsidiary issuers of
guaranteed

securities and subsidiary guarantors. Separate financial statements
need not be filed for subsidiaries meeting the applicable conditions
contained in Rules 3-10(b) through 3-10(f). Instead, condensed
consolidating financial information is presented in the parent
company's reports in an additional audited footnote to the financial
statements. In applying modified reporting under Rule 3-10, however,
the reconciliation requirement would be based on the consolidated
financial statements of the parent company, as under current rules. A
parent issuer or guarantor that presents consolidated financial
statements in accordance with IFRS as issued by the IASB would present
the condensed consolidating financial information on the basis of IFRS
as issued by the IASB, without reconciliation to U.S. GAAP. As noted in
the Proposing Release, we do not believe that any substantive revision
to Rule 3-10 is necessary to implement the acceptance of financial
statements prepared using IFRS as issued by the IASB without
reconciliation.
    As a conforming amendment, we did propose to revise the reference
to the reconciliation to U.S. GAAP of the condensed consolidating
financial information contained in Rule 3-10 to clarify that we would
accept the condensed consolidating financial information without a U.S.
GAAP reconciliation if it is prepared using IFRS as issued by the IASB.
Commenters generally agreed that this change was sufficient, and we are
adopting it as proposed.\143\
---------------------------------------------------------------------------

    \143\ See, for example, letters from Ernst & Young and UBS.
---------------------------------------------------------------------------

4. Conforming Amendment to Rule 4-01
    Rule 4-01 of Regulation S-X sets out the general requirements for
financial statements included in Commission filings and requires that
foreign private issuers include an Item 18 reconciliation if they use a
basis of accounting other than U.S. GAAP, except as otherwise stated in
the applicable form.\144\ In order to implement fully the proposed
acceptance of financial statements prepared using IFRS as issued by the
IASB and to avoid ambiguity for issuers, we proposed to revise Rule 4-
01 to clarify that financial statements of foreign private issuers may
be prepared using IFRS as issued by the IASB without reconciliation to
U.S. GAAP. Commenters generally agreed that this approach was
sufficient, and we are adopting the revision to Rule 4-01 as proposed.
---------------------------------------------------------------------------

    \144\ As noted above, Item 17 reconciliation is permitted in
various circumstances.
---------------------------------------------------------------------------

E. Application of the Amendments to Other Forms, Rules and Schedules

1. Conforming Amendments to Securities Act Forms F-4 and S-4
    In order to implement fully our acceptance of financial statements
prepared in accordance with IFRS as issued by the IASB without
reconciliation to U.S. GAAP,\145\ we proposed to make certain
conforming amendments to references to the U.S. GAAP reconciliation
that are contained in Securities Act Forms F-4 and S-4.\146\
---------------------------------------------------------------------------

    \145\ Form 20-F serves as the combined registration statement
and annual report for foreign private issuers under the Exchange
Act, and also sets forth the disclosure requirements for
registration statements filed by foreign private issuers under the
Securities Act.
    \146\ Form F-4 is the registration statement for securities of
foreign private issuers in certain business combinations, and Form
S-4 is the registration statement for securities of domestic issuers
issued in business combinations.
---------------------------------------------------------------------------

    Based on the comments received, our acceptance of IFRS financial
statements from foreign private issuers in both Exchange Act and
Securities Act filings appears to be well understood. Many of the
commenters that responded to the questions we posed indicated that the
proposed changes were sufficiently clear, and did not believe that any
other rules or forms would need to be specifically amended to permit
the filing of IFRS financial statements without a reconciliation to
U.S. GAAP.\147\ A few commenters thought that various other forms,
rules and regulations would require modification, and set forth the
changes they thought would be necessary in their comment letters.\148\
After considering the suggestions, we continue to believe that the
proposed revisions to other rules and forms were sufficiently clear,
and therefore we do not believe additional revisions are necessary and
are adopting the revisions proposed.
---------------------------------------------------------------------------

    \147\ See, for example, letters from UBS and Deutsche Bank.
    \148\ See, for example, letters from Ernst & Young and Cleary.
---------------------------------------------------------------------------

    We therefore are adopting as proposed the revisions to the
references to the U.S. GAAP reconciliation contained in Items 10, 12
and 17 of Form F-4 to make that form consistent with the amendments we
are adopting to Items 17(c) and 18(b) of Form 20-F to indicate that the
referenced U.S. GAAP reconciliation would be required only for
financial statements prepared using a basis of accounting other than
U.S. GAAP or IFRS as issued by the IASB. We also are adopting as
proposed the analogous revision to the reference to the U.S. GAAP
reconciliation contained in the instruction to Item 17 of Form S-4.
2. Conforming Amendment to Rule 701
    Rule 701 under the Securities Act provides an exemption from
registration for offers and sales made under certain compensatory
benefit plans. The exemption generally is not available to issuers that
have a reporting obligation under the Exchange Act and does not involve
the filing of any information with the Commission. However, an issuer
conducting an offering under Rule 701 must deliver to investors certain
information, including financial statements, if more than $5 million in
securities are sold over a 12-month period. For foreign private
issuers, financial statements provided under Rule 701 must include a
reconciliation under Item 17 of Form 20-F if they are not prepared in
accordance with U.S. GAAP. To implement fully our acceptance of IFRS
financial statements without reconciliation to U.S. GAAP, we proposed
to amend Rule 701 to clarify that a foreign private issuer that
conducts an offering under Rule 701 and prepares its financial
statements using IFRS as issued by the IASB should not be required to
present a U.S. GAAP reconciliation. Commenters were supportive of the
revision to Rule 701 as a means of facilitating stock ownership and
compensatory plans for employees of foreign private issuers,\149\ which
we are adopting as proposed.
---------------------------------------------------------------------------

    \149\ See, for example, letter from Cleary.
---------------------------------------------------------------------------

3. Schedule TO and Schedule 13E-3
    Schedule TO, the tender offer statement under the Exchange Act, and
Schedule 13E-3, the transaction statement under Section 13(e) of the
Exchange Act, both contain a reference to U.S. GAAP reconciliation in
accordance with Item 17 of Form 20-F.
    Respondents who commented on the issue, including accounting firms
and foreign private issuers, generally felt that changes to Schedule TO
and Schedule 13E-3 were not necessary where changes to Item 17 of Form
20-F were made.\150\ Other accounting firms and law firms suggested
additional specific revisions to those schedules to clarify that no
reconciliation or discussion of differences from U.S. GAAP would be
necessary if financial statements that complied with IFRS as issued by
the IASB were included.\151\
---------------------------------------------------------------------------

    \150\ See, for example, letters from PwC, Deloitte, Deutsche
Bank, and UBS.
    \151\ See, for example, letters from Cleary and Ernst & Young.
---------------------------------------------------------------------------

    The amendments we are adopting to Form 20-F to implement our
acceptance

of IFRS financial statements without reconciliation to U.S. GAAP are
intended to apply to all Securities Act and Exchange Act filings that
reference the U.S. GAAP reconciliation requirement contained in Item 17
or Item 18 of Form 20-F. We therefore are not adopting any revision to
Schedule TO or Schedule 13E-3.
4. Small Business Issuers
    Under rules currently in effect, a Canadian foreign private issuer
that qualifies as a small business issuer under Regulation S-B may
elect to provide disclosure in its registration statements and annual
reports, in compliance with forms based on Regulation S-B rather than
on Form 20-F.\152\ Regulation S-B describes the financial statement
requirements for a small business issuer, which must be prepared in
accordance with U.S. GAAP or, if filed by a foreign private issuer that
also is a small business issuer, reconciled to U.S. GAAP in accordance
with the requirements of Items 17 or 18 of Form 20-F, as
appropriate.\153\
---------------------------------------------------------------------------

    \152\ 17 CFR 228. A ``small business issuer'' is defined in Item
10 of Regulation S-B (17 CFR 228.10) as a company that (i) has
revenues of less than $25,000,000; (ii) is a U.S. or Canadian
issuer; and (iii) is not an investment company and is not an asset-
backed issuer; and (iv) if a majority owned subsidiary, the parent
corporation is also a small business issuer. An entity that meets
all of these criteria is not a small business issuer if it has a
public float (defined as the aggregate market value of the issuer's
outstanding voting and non-voting common equity held by non-
affiliates) of $25,000,000 or greater.
    \153\ See Notes 1 and 2 to Item 310 of Regulation S-B.
---------------------------------------------------------------------------

    We recently adopted amendments under which disclosure requirements
for smaller companies previously contained in Regulation S-B are
integrated into Regulation S-K \154\ and smaller reporting companies
that file annual reports on Form 20-F or a Securities Act registration
statement based on Form 20-F will be able to file financial statements
prepared using U.S. GAAP, IFRS as issued by the IASB without a U.S.
GAAP reconciliation, or another comprehensive basis of accounting with
a U.S. GAAP reconciliation. If that issuer chooses to file a
registration statement or annual report on a domestic form based on
Regulation S-K, financial statements prepared using U.S. GAAP would be
required. Because we adopted these amendments for smaller company
regulatory simplification, we are not making any revisions to
Regulation S-B as part of our final rules to accept IFRS financial
statements from foreign private issuers.
---------------------------------------------------------------------------

    \154\ See ``Smaller Reporting Company Regulatory Relief and
Simplification,'' Release No. 33-8819 (July 5, 2007), available at
http://www.sec.gov/rules/proposed/2007/33-8819.pdf.

---------------------------------------------------------------------------

    In the Proposing Release we solicited comment asking whether we
should permit the use in Form 1-A of financial statements prepared in
accordance with IFRS as issued by the IASB without a
reconciliation.\155\ Presently, a Canadian issuer that files a Form 1-A
may use unaudited financial statements reconciled to U.S. GAAP. We
received several comment letters noting that it would be appropriate to
make such an amendment to Form 1-A once Canada officially adopts
IFRS,\156\ with one commenter indicating that requiring a
reconciliation could make a Regulation A offering cost prohibitive for
a Canadian issuer that did not use U.S. GAAP.\157\ Some issuers
supported immediate revision to Form 1-A in this way as a means of
furthering our acceptance of IFRS.\158\ While we fully support the use
of financial statements prepared in accordance with IFRS as issued by
the IASB in filings with the Commission by foreign private issuers, we
are not at this time revising Form 1-A as it appears that Canadian
issuers filing on that form would not be able to avail themselves of
the adopted amendments until Canadian accounting standards setters
permit the use of IFRS, as discussed below in Section III.F.
---------------------------------------------------------------------------

    \155\ Form 1-A is the Securities Act form for offerings made
under Regulation A, a conditional exemption from Securities Act
registration for securities offerings not exceeding $5 million.
Regulation A may be used by eligible U.S. or Canadian issuers that
do not have a reporting obligation under the Exchange Act.
    \156\ See, for example, letter from CAQ.
    \157\ See letter from CAQ.
    \158\ See, for example, letters from BP and Deloitte.
---------------------------------------------------------------------------

F. Application to Filings Under the Multijurisdictional Disclosure
System

    Certain Canadian foreign private issuers file registration
statements and annual reports under the Multijurisdictional Disclosure
System (``MJDS''), which permits eligible Canadian companies to use
their disclosure documents prepared in accordance with Canadian
requirements in filings with the Commission. Certain filings under the
MJDS are not required to contain a reconciliation to U.S. GAAP.\159\ A
U.S. GAAP reconciliation is required, however, in registration
statements and annual reports on Form 40-F \160\ and registration
statements on Form F-10,\161\ each when used for common equity
securities, securities convertible into common equity securities and
other securities not rated investment grade. Canadian issuers that
participate in the MJDS generally use either Canadian GAAP, with a U.S.
GAAP reconciliation when required, or U.S. GAAP in their filings with
the Commission.
---------------------------------------------------------------------------

    \159\ A U.S. GAAP reconciliation is not required under Form F-7
relating to rights offers, Forms F-8 and F-80 for exchange offers
and business combinations, Form F-9 relating to investment-grade
securities, and Form 40-F when used as an annual report relating to
an issuer's Section 15(d) reporting obligations for any of the these
offerings or a Section 13(a) reporting obligation relating to
investment-grade securities.
    \160\ 17 CFR 249.240f.
    \161\ 17 CFR 239.40.
---------------------------------------------------------------------------

    Canadian accounting standards setters have indicated that they
expect to permit the use of IFRS as issued by the IASB as the basis of
accounting for all Canadian public companies. The date for application
of IFRS in Canada has not yet been confirmed, but is expected to be
2011.\162\ A number of commenters therefore have felt that it would be
too early to describe acceptance of IFRS by a Canadian company before
Canadian requirements allow the use of IFRS.\163\ Canadian issuers
supported the acceptance of IFRS financial statements without
reconciliation, and urged that it should apply equally to MJDS
filers.\164\
---------------------------------------------------------------------------

    \162\ See letter from Canadian Accounting Standards Board.
    \163\ See, for example, letters from PwC and Ernst & Young.
    \164\ See letter from Manulife Financial.
---------------------------------------------------------------------------

    We are not adopting any revisions to the MJDS forms. As described
in the Proposing Release, we do not believe any amendments to Forms 40-
F and F-10 would be necessary to permit an MJDS issuer to file
financial statements prepared in accordance with IFRS as issued by the
IASB without reconciliation. Some commenters shared this view, as Forms
40-F and F-10 already contain a cross-reference to the U.S. GAAP
reconciliation requirement under Items 17 and 18 of Form 20-F which are
being amended.\165\
---------------------------------------------------------------------------

    \165\ See, for example, letter from Deloitte.
---------------------------------------------------------------------------

G. Periodic Reporting Deadlines for Foreign Private Issuers

    In the Proposing Release we solicited comment on periodic reporting
due dates for foreign private issuers, including whether it would be
appropriate to shorten the current six-month deadline for annual
reports on Form 20-F if a reconciliation were not required. We received
significant feedback from commenters raising a number of considerations
applicable to reporting deadlines for foreign private issuers that are
independent of the reconciliation requirement, including annual report
deadlines in home jurisdictions and time needed for

language translation, among others.\166\ Most commenters indicated that
in no event should the Form 20-F deadline be earlier than in an
issuer's home jurisdiction, and ideally the Form 20-F should be due
after the home country filing deadline.\167\ A number of commenters
support consideration of deadlines for Form 20-F in a separate
rulemaking.\168\ Given the many considerations that may affect our
consideration of periodic reporting deadlines, which may apply to
foreign private issuers generally, we believe it is appropriate to
consider the issue in a separate rulemaking initiative so as to obtain
broader public input.
---------------------------------------------------------------------------

    \166\ See, for example, letters from HSBC, ING, and Sullivan &
Cromwell.
    \167\ See, for example, letters from European Association of
Listed Companies and Union of Issues Quoted in Europe, UNIQUE, New
York City Bar, and ING.
    \168\ See, for example, letters from Ernst & Young, and LIBA.
---------------------------------------------------------------------------

H. Quality Control Issues

    As part of the quality control standards of the PCAOB, Appendix K
applies to PCAOB-registered firms that are associated with
international firms and establishes procedures to enhance the quality
of SEC filings by registrants whose financial statements are audited by
foreign associated firms.\169\ Appendix K procedures require that the
international organization or individual foreign associated firm of
PCAOB-registered firms adopt policies and procedures that address the
review of filings by persons knowledgeable about U.S. GAAP, U.S.
generally accepted auditing standards, and independence matters. We did
not propose and are not adopting any amendments to our rules that
relate to the continued need for compliance with standards of the
PCAOB, including Appendix K. However, in the Proposing Release we did
provide commenters the opportunity to address compliance with PCAOB
standards, including Appendix K, in the context of the proposed
acceptance of IFRS financial statements without a U.S. GAAP
reconciliation. In particular, we asked whether we should be concerned
about PCAOB-registered firm requirements to have persons knowledgeable
in U.S. auditing and independence standards review IFRS financial
statements filed with the Commission.
---------------------------------------------------------------------------

    \169\ The text of Appendix K is available at: http://www.pcaobus.org/Standards/Interim_Standards/Quality_Control_Standards/SECPS_1000.08_Appendicies_bookmarks.pdf#nameddest=k
.

st=k
.

    Several commenters, including those from registered public
accounting firms, pointed out that since the Appendix K procedures were
adopted in 1999 the concerns that it sought to address have been
mitigated by developments in the global financial reporting
environment.\170\ Because of these changes, they believed that it is no
longer necessary for the Appendix K procedures to require the
involvement of a filing reviewer. Commenters also pointed out that if
U.S. GAAP information were no longer required, then a primary focus of
Appendix K filing reviews would no longer apply.\171\ However, some
commenters believe that Appendix K procedures would still be useful
because U.S. auditing standards, independence rules, and SEC rules
still would apply.\172\ We understand that the PCAOB is aware of this
matter.\173\
---------------------------------------------------------------------------

    \170\ See, for example, letters from CAQ, KPMG, PwC, and
Deloitte.
    \171\ See, for example, letter from KPMG.
    \172\ See, for example, letters from ICAEW and Syngenta.
    \173\ The audit implications of IFRS financial statements in SEC
filings was a matter on the agenda of the PCAOB Standing Advisory
Group Meeting on October 18, 2007. See http://www.pcaobus.org/News_and_Events/Events/2007/10-18.aspx.
 A PCAOB briefing paper on the

subject is available at: http://www.pcaobus.org/Standards/Standing_Advisory_Group/Meetings/2007/10-18/IFRS_Briefing_Paper.pdf
.

---------------------------------------------------------------------------

IV. Paperwork Reduction Act

A. Background

    The final amendments contain ``collection of information''
requirements within the meaning of the Paperwork Reduction Act of 1995
(``PRA'').\174\ We are submitting the amendments to the Office of
Management and Budget (``OMB'') for review in accordance with the
PRA.\175\ The titles for the affected collections of information are:
---------------------------------------------------------------------------

    \174\ 44 U.S.C. 3501 et seq.
    \175\ 44 U.S.C. 3507(d) and 5 CFR 1320.11.
---------------------------------------------------------------------------

    (1) ``Form 20-F'' (OMB Control No. 3235-0288);
    (2) ``Form F-1'' (OMB Control No. 3235-0258);
    (3) ``Form F-4'' (OMB Control No. 3235-0325);
    (4) ``Form S-4'' (OMB Control No. 3235-0324); and
    (5) ``Rule 701'' (OMB Control No. 3235-0522).
    These forms were adopted pursuant to the Exchange Act and the
Securities Act and set forth the disclosure requirements for annual
reports and registration statements filed by foreign private issuers.
The hours and costs associated with preparing, filing and sending these
forms constitute reporting and cost burdens imposed by each collection
of information. An agency may not conduct or sponsor, and a person is
not required to respond to, a collection of information unless it
displays a currently valid OMB control number.
    The amendments will allow a foreign private issuer that prepares
its financial statements in accordance with IFRS as issued by the IASB
to file those financial statements in its registration statements and
periodic reports filed with the Commission without reconciliation to
U.S. GAAP. These amendments are collections of information for purposes
of the Paperwork Reduction Act. For purposes of this Paperwork
Reduction Analysis, these amendments will result in a decrease in the
hour and cost burden calculations. We believe these amendments will
eliminate potential burdens and costs for foreign issuers that use
IFRS. The disclosure will be mandatory. There will be no mandatory
retention period for the information disclosed, and responses to the
disclosure requirements will not be kept confidential.
    We are adopting the amendments substantially as proposed, and do
not believe any differences between the proposed and adopted amendments
will impact our burden estimates for purposes of the Paperwork
Reduction Act. We solicited comments on the Paperwork Reduction
Analysis included in the Proposing Release. The few commenters who
addressed the issue thought, based on their experience in preparing
their U.S. GAAP reconciliation, that we had underestimated the number
of hours by which registrant burdens would be reduced if the amendments
were adopted.\176\ We note, however, that the time required to prepare
a U.S. GAAP reconciliation may vary greatly between issuers. We are not
changing our estimates of the percentage of incremental decrease in the
burden resulting from our amendments. Our Paperwork Reduction Analysis
for Form F-1 and Rule 701 is unchanged from the Proposing Release.
However, we are revising our estimates for Forms 20-F, F-4, and S-4.
For Form 20-F, we have revised our estimate of the number of filers
affected by the amendments from 110 to 140. For Form F-4, the total
burden hour estimates were revised from 24,503 hours to 24,599 hours
subsequent to the issuance of the Proposing Release. We are revising
our analysis for Form F-4 accordingly, although we are not changing our
estimate of the percentage of incremental decrease in burden that we
expect to result from the adopted

amendments. For Form S-4, we are revising the analysis to reflect an
assumption that 25% of the burden to prepare financial statements for
that form is borne by the registrant and 75% is borne by outside
professionals retained by the registrant at an average cost of $400 per
hour.
---------------------------------------------------------------------------

    \176\ See, for example, letters from Diageo and Syngenta.
---------------------------------------------------------------------------

    For purposes of the Paperwork Reduction Act, we estimate that the
incremental decrease in the paperwork burden for all foreign private
issuers that use IFRS and issuers that acquire foreign private issuers
that use IFRS will be approximately 4,945 hours of company time and
approximately $5,934,000 for the services of outside professionals. We
estimated the average number of hours each entity spends completing the
forms and the average hourly rate for outside professionals. That
estimate includes the time and the cost of in-house preparers, reviews
by executive officers, in-house counsel, outside counsel, independent
auditors and members of the audit committee.\177\ Our estimates of the
number of affected foreign private issuers are based on the number of
recent filings received from issuers that we believe may be immediately
eligible to rely on the adopted amendments.
---------------------------------------------------------------------------

    \177\ In connection with other recent rulemakings, we have had
discussions with several private law firms to estimate an hourly
rate of $400 as the cost to companies for the services of outside
professionals retained to assist in the preparation of these
disclosures. For Securities Act registration statements, we also
consider additional reviews of the disclosure by underwriter's
counsel and underwriters.
---------------------------------------------------------------------------

B. Burden and Cost Estimates Related to the Accommodation

1. Form 20-F
    We estimate that currently foreign private issuers file 942 Form
20-Fs each year. We assume that 25% of the burden required to produce
the Form 20-Fs is borne internally by foreign private issuers,
resulting in 619,601 annual burden hours borne by foreign private
issuers out of a total of 2,478,404 annual burden hours. Thus, we
estimate that 2,631 total burden hours per response currently are
required to prepare the Form 20-F. We further assume that 75% of the
burden to produce the Form 20-Fs is carried by outside professionals
retained by foreign private issuers at an average cost of $400 per
hour, for a total cost of $743,520,600.
    We estimate that approximately 140 companies that file Form 20-F
may be currently impacted by the amendment.\178\ We expect that the
amendment would cause those foreign private issuers to have fewer
burden hours. We estimate that for each of the companies affected by
the proposal, there would occur a decrease of 5% (132 hours) in the
number of burden hours required to prepare their Form 20-F, for a total
decrease of 18,480 hours. We expect that 25% of these decreased burden
hours (4,620 hours) will be saved by foreign private issuers. We
further expect that 75% of these decreased burden hours (13,860 hours)
will be saved by outside firms, at an average cost of $400 per hour,
for a total of $5,544,000 in decreased costs to the respondents of the
information collection.
---------------------------------------------------------------------------

    \178\ We are using this figure for purposes of the Paperwork
Reduction Analysis based on the number of Form 20-Fs that were filed
with IFRS financial statements during the last twelve months. As
additional jurisdictions adopt IFRS as their basis of accounting in
the future, the number of issuers that use IFRS is expected to
increase.
---------------------------------------------------------------------------

    Thus, we estimate that the amendment to Form 20-F will decrease the
annual burden borne by foreign private issuers in the preparation of
Form 20-F from 619,601 hours to 614,981 hours. We further estimate that
the amendment will decrease the total annual burden associated with
Form 20-F preparation to 2,459,924 burden hours, which will decrease
the average number of burden hours per response to 2,611. We further
estimate that the amendment will decrease the total annual costs
attributed to the preparation of Form 20-F by outside firms to
$737,977,200.
2. Form F-1
    We estimate that currently foreign private issuers file 42
registration statements on Form F-1 each year. We assume that 25% of
the burden required to produce a Form F-1 is borne by foreign private
issuers, resulting in 18,999 annual burden hours incurred by foreign
private issuers out of a total of 75,996 annual burden hours. Thus, we
estimate that 1,809 total burden hours per response currently are
required to prepare a registration statement on Form F-1. We further
assume that 75% of the burden to produce a Form F-1 is carried by
outside professionals retained by foreign private issuers at an average
cost of $400 per hour, for a total cost of $22,798,800.
    We estimate that currently approximately five companies that file
registration statements on Form F-1 will be impacted by the
amendment.\179\ We expect that the proposed amendment will cause those
foreign private issuers to have fewer burden hours. We estimate that
each company affected by the amendment would have a 5% decrease (90.45
hours) in the number of burden hours required to prepare their
registration statements on Form F-1, for a total decrease of 452 hours.
We expect that 25% of these decreased burden hours (113 hours) will be
saved by foreign private issuers. We further expect that 75% of the
decreased burden hours (339 hours) will be saved by outside firms, at
an average cost of $400 per hour, for a total of $135,600 in decreased
costs to the respondents of the information collection.
---------------------------------------------------------------------------

    \179\ This figure is based on our estimate of the number of Form
F-1s that were filed with IFRS financial statements during the 2006
calendar year.
---------------------------------------------------------------------------

    Thus, we estimate that the amendment to Form 20-F will decrease the
annual burden incurred by foreign private issuers in the preparation of
Form F-1 from 18,999 hours to 18,886 hours. We further estimate that
the amendment will decrease the total annual burden associated with
Form F-1 preparation to 75,544 burden hours, which will decrease the
average number of burden hours per response to 1,799. We further
estimate that the amendment will decrease the total annual costs
attributed to the preparation of Form F-1 by outside firms to
$22,663,200.
3. Form F-4
    We estimate that currently foreign private issuers file 68
registration statements on Form F-4 each year. We assume that 25% of
the burden required to produce a Form F-4 is borne internally by
foreign private issuers, resulting in 24,599 annual burden hours
incurred by foreign private issuers out of a total of 98,396 annual
burden hours. Thus, we estimate that 1,447 total burden hours per
response currently are required to prepare a registration statement on
Form F-4. We further assume that 75% of the burden to produce a Form F-
4 is carried by outside professionals retained by foreign private
issuers at an average cost of $400 per hour, for a total cost of
$29,518,800.
    We estimate that currently approximately 5 companies that file
registration statements on Form F-4 will be impacted by the
amendment.\180\ We expect that the amendment will cause those foreign
private issuers to have fewer burden hours. We estimate that each of
the affected companies will have a decrease of 5% (72 hours) in the
number of burden hours required to prepare their registration
statements on Form F-4, for a total decrease of 360 hours. We expect
that 25% of these decreased burden hours (90 hours) will be saved by
foreign private issuers. We further expect that 75% of the decreased

burden hours (270 hours) will be saved by outside firms at an average
cost of $400 per hour, for a total of $108,000 in decreased costs to
the respondents of the information collection.
---------------------------------------------------------------------------

    \180\ This figure is based on our estimate of the number of Form
F-4s that were filed with IFRS financial statements during the 2006
calendar year.
---------------------------------------------------------------------------

    Thus, we estimate that the amendment to Form 20-F will decrease the
annual burden incurred by foreign private issuers in the preparation of
Form F-4 from 24,599 hours to 24,509 hours. We further estimate that
the amendment will decrease the total annual burden associated with
Form F-4 preparation to 98,036 burden hours, which will decrease the
average number of burden hours per response to 1,441. We further
estimate that the amendment will decrease the total annual costs
attributed to the preparation of Form F-4 by outside firms to
$29,410,800.
4. Form S-4
    When a domestic issuer files a registration statement on Form S-4
for the acquisition of a foreign business, the domestic issuer may be
required to include the financial statements of the acquired business
in the Form S-4. If those financial statements are prepared using a
basis of accounting other than U.S. GAAP, the domestic issuer must
provide a reconciliation to U.S. GAAP, unless a U.S. GAAP
reconciliation is unavailable or not obtainable without unreasonable
cost or expense.
    We estimate that issuers file 619 registration statements on Form
S-4 each year. We estimate that 4,065 total burden hours per response
currently are required to prepare a registration statement on Form S-4.
We assume that 25% of the burden required to prepare the financial
statements for use in a Form S-4 is borne by the registrant, resulting
in 629,059 annual burden hours incurred by registrants out of a total
of 2,516,236 annual burden hours. We further assume that 75% of the
burden to produce financial statements for a Form S-4 is carried by
outside professionals retained by the issuer at an average cost of $400
per hour for a total cost of $754,871,000.
    We estimate that currently approximately 6 registration statements
filed on Form S-4 will contain the financial statements of a foreign
target that will be impacted by the amendment.\181\ We expect that the
amendment will cause registrants that file Form S-4 registration
statements to have fewer burden hours. We estimate that for each of
these registrants, there will be a decrease of 2% (81 hours) in the
number of burden hours required to prepare their registration
statements on Form S-4, for a total decrease of 486 hours.\182\ We
expect that 25% of these decreased burden hours (122 hours) will be
saved by issuers. We further expect that 75% of the decreased burden
hours (364 hours) will be saved by outside professionals at an average
cost of $400 per hour for a total of $145,600 in decreased costs to the
respondents of the information collection.
---------------------------------------------------------------------------

    \181\ This figure is based on our estimate of the number of Form
S-4s that were filed during the 2006 calendar year that contained
IFRS financial statements.
    \182\ We estimate the burden decrease for purposes of this
Paperwork Reduction Analysis would be less for Form S-4 than for
other forms described in this section because, in the case of Form
S-4, the registrant is obtaining the U.S. GAAP reconciliation from
the foreign private issuer. Further, the registrant is not required
to provide the reconciliation if it is unavailable or unobtainable
without unreasonable cost or expense.
---------------------------------------------------------------------------

    Thus, we estimate that the amendment will decrease the annual
burden incurred by issuers in the preparation of Form S-4 from 629,059
hours to 628,937 hours. We further estimate that the amendment will
decrease the total annual burden associated with Form S-4 preparation
to 2,515,748 burden hours, which will decrease the average number of
burden hours per response to 4,064. We further estimate that the
amendment will decrease the total annual costs attributed to the
preparation of Form S-4 by outside firms to $754,725,400.
5. Rule 701
    Rule 701 provides an exemption from registration for offers and
sales of securities pursuant to certain compensatory benefit plans and
contracts relating to compensation. Issuers conducting employee benefit
plan offerings in excess of $5 million in reliance on Rule 701 are
required to provide employees covered by the plan with certain
disclosures, including financial statement disclosures. This disclosure
is a collection of information.
    We estimate that currently 300 issuers provide information under
Rule 701, and that the estimated number of burden hours per respondent
is two. Therefore, we estimate an aggregate of 600 burden hours per
year. We believe that the reduction in burden hours caused by the rules
will be insignificant. Therefore, we do not believe the rules will
alter current burden estimates associated with Rule 701.

V. Cost-Benefit Analysis

    The adopted amendments provide foreign private issuers the option
of not including a U.S. GAAP reconciliation in their Commission filings
if their financial statements comply with IFRS as issued by the IASB.
We are not amending the current reconciliation requirements for foreign
private issuers that prepare their financial statements using a basis
of accounting other than IFRS as issued by the IASB.
    The amendments apply to a foreign private issuer's financial
statements contained in annual reports and registration statements on
Form 20-F as well as to financial statements included in Securities Act
registration statements filed by foreign private issuers or, when
applicable, included in a registration statement or reported pursuant
to Rules 3-05, 3-09 or 3-16 of Regulation S-X. We also are adopting a
conforming amendment to Rule 701, which provides an exemption from
Securities Act registration for securities offered in certain employee
benefit plans, to clarify that a foreign private issuer conducting an
offering in excess of $5 million in reliance on that rule may furnish
investors with financial statements prepared using IFRS as issued by
the IASB without reconciliation.
    The amendments are available to any foreign private issuer that
files financial statements that comply with IFRS as issued by the IASB,
whether voluntarily or in accordance with the requirements of the
issuer's home country regulator or exchange on which its securities are
listed.
    We recognize that the acceptance of financial statements that
comply with IFRS as issued by the IASB without reconciliation does not
affect all foreign private issuers equally, as there are some issuers
that will continue to find it more attractive to reconcile their
financial statements to U.S. GAAP or to continue to prepare financial
statements in U.S. GAAP. Approximately 140 of approximately 1,100
foreign private issuers currently file financial statements in which
they represent in the footnotes to the financial statements that the
financial statements either comply with IFRS as issued by the IASB or a
jurisdictional variation of IFRS where such jurisdictional variation
may not prevent compliance with IFRS as issued by the IASB. If these
issuers are able to state, and their auditors are able to opine, that
the financial statements comply with IFRS as issued by the IASB, then
these issuers will be able to file their IFRS financial statements
without reconciliation to U.S. GAAP. In coming years, as more countries
adopt IFRS as their basis of accounting or permit companies to use IFRS
as issued by the IASB as their basis of accounting, we believe that the
number of foreign private issuers that will be eligible to rely on the
adopted amendments will increase. For instance, approximately 80

foreign private issuers from Israel \183\ and approximately 500 from
Canada \184\ file financial statements with the Commission and both of
these countries have announced moves to IFRS reporting. Additionally,
foreign private issuers incorporated in other jurisdictions would be
able to take advantage of the adopted amendments by preparing financial
statements in accordance with IFRS as issued by the IASB for purposes
of Commission filings. Finally, approximately 40 additional foreign
private issuers that are incorporated in jurisdictions that have moved
to IFRS historically have included in their filings with the Commission
financial statements prepared using U.S. GAAP. Some of these issuers
also may be in a position to file financial statements that comply with
IFRS as issued by the IASB without a U.S. GAAP reconciliation under the
amendments.\185\
---------------------------------------------------------------------------

    \183\ Israel Accounting Standard No. 29 ``Adoption of
International Financial Reporting Standards,'' stipulating that
Israeli public companies that prepare their primary financial
statements in accordance with Israeli GAAP are obliged to adopt IFRS
unreservedly for years starting on January 1, 2008.
    \184\ See ``Implementation Plan for Incorporating International
Financial Reporting Standards into Canadian GAAP,'' available at
http://www.acsbcanada.org/client_asset/document/3/2/7/3/5/document_8B452E12-FAF5-7113-C4CB8F89B38BC6F8.pdf?sfgdata=4
.

    \185\ The figures contained in this paragraph are per staff
estimates based on the jurisdiction of the filers.
---------------------------------------------------------------------------

    Although few commenters provided quantitative data to support their
views,\186\ the Commission has revised the proposed amendments in
response to the concerns that the commenters expressed. The Commission
expects that the adopted amendments will result in the following
benefits and costs to investors.
---------------------------------------------------------------------------

    \186\ See, for example, letters from Diageo and Syngenta.
---------------------------------------------------------------------------

A. Expected Benefits

    Our acceptance of financial statements prepared using IFRS as
issued by the IASB is expected to help foster the use of IFRS as issued
by the IASB as a way of moving to a single set of globally accepted
accounting standards, which we believe will have positive effects on
investors. Financial statements prepared using a common, high-quality
set of accounting standards are expected to help investors better
understand and compare investment opportunities as compared to
financial statements prepared under differing sets of national
accounting standards. Without a common standard, global investors are
likely to incur the extra costs of time and effort to understand
financial statements reported using different bases of accounting so
that they can compare opportunities. While financial statements filed
with the Commission and prepared under a set of home country accounting
standards have included a reconciliation to U.S. GAAP, this
reconciliation is not a complete substitute for comparing financial
statements prepared using U.S. GAAP.
    The benefits of a single set of globally accepted, high-quality
accounting standards that improve financial statement comparability may
be diminished if there is a wide latitude in application of IFRS that
results in inconsistent reporting. This latitude potentially harms
investors' ability to compare financial statements across companies and
potentially allows more opportunity for obfuscatory reporting as noted
by one commenter.\187\ As noted in Section II., the Commission and its
staff continue to be involved in efforts to promote consistent and
faithful application of IFRS. We believe, based on the staff's review
of IFRS financial statements, that financial statements prepared in
accordance with IFRS as issued by the IASB are of sufficient quality.
Investors therefore should be able to understand and work with them, a
situation which will contribute to the use of globally accepted
accounting standards, likely resulting in a more efficient allocation
of capital.
---------------------------------------------------------------------------

    \187\ See letter from Maverick.
---------------------------------------------------------------------------

    The amendments are expected to increase the likelihood of realizing
the net benefits to investors of the use of globally accepted
accounting standards. This benefit is due to potential network effects
of the proposed amendments: the more issuers that use IFRS as issued by
the IASB, the greater the incentive for other issuers to do so. The
utility for investors of a set of accounting standards increases as the
number of issuers using it increases. For example, a foreign private
issuer may be concerned about public perception costs, as it may be
perceived as being the outlier if companies with which it competes for
capital report using a different basis of accounting. The perception
costs of being an outlier in such a case are likely to be smaller if a
critical mass of issuers with whom the issuer competes for capital
(such as those in its industry sector) report pursuant to the same set
of standards, such as IFRS as issued by the IASB. In such situations,
the use of IFRS as issued by the IASB is expected to make it more
efficient for investors to analyze an issuer's financial results in
comparison with the results of others with whom that issuer competes
for capital. At the same time, the issuers reporting in home country
GAAP may experience higher perception costs if a critical mass of
comparable issuers adopts IFRS as issued by the IASB.
    We believe that issuers will be affected by the amendments in a
number of ways, including needing fewer resources to prepare Commission
filings.\188\ Issuers that commented on our estimates of the cost of
reconciliation believe we underestimated these costs suggesting that
accepting IFRS financial statements without a U.S. GAAP reconciliation
will result in greater than expected savings to issuers.\189\ Investors
will benefit to the extent that an issuer relying on the amendments can
reallocate its cost savings from not preparing a reconciliation to U.S.
GAAP or possibly a second set of financial statements in U.S. GAAP to
higher earning opportunities and not suffer an even greater increase in
its cost of capital relative to the cost of reconciling to U.S. GAAP.
---------------------------------------------------------------------------

    \188\ For purposes of the Paperwork Reduction Analysis, as
described above, we have estimated that the incremental decrease in
the paperwork burden for all foreign private issuers that currently
use IFRS and issuers that acquire foreign private issuers that
currently use IFRS would be approximately 3,943 hours of company
time and approximately $4,731,120 for the services of outside
professionals. For purposes of these calculations, we estimated the
average number of hours each entity spends completing the forms and
the average hourly rate for outside professionals, including the
time and the cost of in-house preparers, reviews by executive
officers, in-house counsel, outside counsel, independent auditors
and members of the audit committee. The impact on an individual
issuer may vary, based on its specific circumstances.
    \189\ See, for example, letters from Diageo and Syngenta.
---------------------------------------------------------------------------

    The amendments are expected to facilitate capital formation by
foreign companies in the United States capital markets. Our amendments
to accept IFRS financial statements without reconciliation to U.S. GAAP
are expected to reduce regulatory burdens for foreign private issuers
that rely on them, thereby lowering the information disclosure
preparation cost of raising capital in the United States for those
issuers. We believe that foreign private issuers therefore may be more
likely to enter or remain in the U.S. capital markets. To the extent
our acceptance of IFRS financial statements without reconciliation
encourages foreign private issuers to enter or remain in the U.S.
capital markets, investors also will benefit from the protections of
the U.S. regulatory and disclosure system relative to the protections
they may receive if purchasing those securities overseas and the ease
of investing in these opportunities in the United States.

    The expected benefits of a single set of high quality accounting
standards may be mitigated if the standards were not to continue to be
of a high quality. Investors may face uncertainty about the future
quality of IFRS. Factors that could affect the quality of IFRS are both
institutional with respect to the IASC Foundation including its
governance and funding, as discussed in Section II. above, as well as
operational with respect to the actual standard setting process. We
recognize that our relationship with the IASB is less direct than our
relationship with the FASB and that there are more and varied
constituents of the IASB than of the FASB. The result may be that our
view will be one of many views that the IASB receives from around the
world and considers when developing future standards. We continue to
support the IASC Foundation's objectives for its work to achieve a
stable and independent funding structure.

B. Expected Costs

    Under the amendments, the minimum required financial information
that investors in the U.S. capital markets receive from any foreign
private issuer will differ from what it was previously. The extent to
which an investor receives less information for a particular foreign
private issuer who reports under the amendments will depend upon how
the issuer previously reported its financial statements. For instance,
if the foreign private issuer currently files financial statements
prepared in U.S. GAAP and transitions to reporting in IFRS, then this
may or may not represent a loss of required information in absolute
terms. Whether there is an absolute loss of information will depend
upon whether IFRS financial statements yielded more or less information
about a particular issuer than the U.S. GAAP financial statements
yielded. On the other hand, if the foreign private issuer currently
prepares its financial statements in IFRS and includes reconciling
information to U.S. GAAP, then a loss of information will result as the
reconciling information is omitted. A potential cost could be incurred
if an investor loses information contained in the reconciliation that
the investor would use to understand differences in certain financial
results under IFRS and U.S. GAAP for a particular issuer. The
usefulness of this omitted information depends on the extent to which
the investor uses the information provided by the reconciliation to
U.S. GAAP. Some investors, including investors who appear to be
familiar with IFRS, currently make use of the information provided in
the U.S. GAAP reconciliation by quantifying or estimating differences
in certain financial results under IFRS and U.S. GAAP and comparing
results in certain line items such as net income of foreign private
issuers with those of domestic issuers.\190\ Alternatively, other
investors are familiar with IFRS as a basis of accounting and therefore
may make limited use of the reconciliation from IFRS to U.S. GAAP.\191\
Because investors may be differently situated in the market and have
varying levels of familiarity with IFRS and with the information
provided in the U.S. GAAP reconciliation, investors may not all bear
the cost from the amendments equally and some commenters recognized
this.\192\ The use that a particular investor may make of the
reconciliation will depend on many factors including the size and
nature of the investor and the industry to which the issuer in question
belongs.
---------------------------------------------------------------------------

    \190\ See, for example, letters from ITAC, Maverick, R.G.
Associates, and Standard & Poor's.
    \191\ See, for example, letter from CRUF.
    \192\ See, for example, letters from CFA Institute and ITAC.
---------------------------------------------------------------------------

    Additionally, under the amendments, the comparability of IFRS and
U.S. GAAP results may change. To the extent that an issuer elected IFRS
accounting policies that were consistent with U.S. GAAP solely to avoid
having to disclose a U.S. GAAP reconciling item, future accounting
policy elections may not be influenced by this incentive. This may
result in future IFRS financial information from that issuer differing
from U.S. GAAP. Eligible foreign private issuers who register their
securities after this rulemaking is effective will not be influenced by
this incentive.
    The amendments may lead to some costs to both investors and to
issuers. If the investor community prefers the information communicated
by a U.S. GAAP reconciliation, a foreign private issuer that uses IFRS
as issued by the IASB to prepare financial statements may face a
reduced following in the marketplace. Investors that are not
sufficiently familiar with IFRS accounting standards may prefer a U.S.
GAAP reconciliation. In addition, unfamiliarity with IFRS as issued by
the IASB may have an adverse effect on investors' confidence in the
reported results which may lead them to insist on a risk premium.
    The reconciliation may highlight the areas in which IFRS and U.S.
GAAP are not converged, thus providing a possible benchmark to gauge
convergence, although the efficacy of this benchmark could be affected
by many other factors, and convergence may not eliminate all
differences. With respect to IFRS financial statements, there are
generally three sources for differences identified in the
reconciliation to U.S. GAAP:
     Legacy differences arising from transactions that occurred
before U.S. GAAP and IFRS became more converged;
     Self-selected differences that arise as a function of
differing accounting elections that foreign private issuers make in
accounting for the same area under IFRS and U.S. GAAP; and
     Regenerating differences that continue to recur each year
in areas in which the standards are not converged.
    With the differing reasons for reconciling items, we do not believe
that the reconciliation solely or primarily provides investors or the
IASB and FASB with an understanding of areas that are not yet
converged.
    There may be differing incentives for the convergence of IFRS and
U.S. GAAP to continue. We believe, however, that the needs of the
marketplace will support the IASB and the FASB working together to
develop the best international standards to be used in the U.S. and
internationally regardless of our regulatory requirement to reconcile
financial statements. The current convergence work program includes
topics such as revenue recognition, financial statement presentation,
and leases. These are topics on which both the IASB and the FASB seek
to develop better standards (rather than using the existing U.S. GAAP
or IFRS standards). We believe that investors and issuers seek
comparable information in global capital markets thereby providing an
incentive for continued convergence of U.S. GAAP and IFRS.
    This rulemaking also may create costs to investors in domestic
issuers required by the Commission's rules to prepare their financial
statements under U.S. GAAP. The desire of potential investors for
comparability of financial information among companies that report in
IFRS and domestic issuers that report in U.S. GAAP may create an
incentive for domestic issuers to provide financial information
prepared under IFRS as issued by the IASB in addition to U.S. GAAP
financial statements. If domestic issuers make this choice, their
investors bear additional preparation cost, while benefiting from
additional information provided. Domestic issuers currently compete
internationally for capital with companies who provide financial
information prepared under IFRS. In spite of this international
competition for capital, we do not believe it is currently a widespread
practice for

domestic issuers to provide financial information under IFRS.

VI. Regulatory Flexibility Act Certification

    Under Section 605(b) of the Regulatory Flexibility Act,\193\ the
Commission certified that the proposed amendments to Form 20-F under
the Exchange Act, Forms F-4 and S-4 and Rule 701 under the Securities
Act and Regulation S-X contained in this release, if adopted, would not
have a significant economic impact on a substantial number of small
entities. It included this certification in Part VII of the Proposing
Release. While the Commission encouraged written comments regarding
this certification, none of the commenters responded to this request.
---------------------------------------------------------------------------

    \193\ 5 U.S.C. 605(b).
---------------------------------------------------------------------------

VII. Consideration of Impact on the Economy, Burden on Competition and
Promotion of Efficiency, Competition and Capital Formation Analysis

    Section 2(b) of the Securities Act \194\ and Section 3(f) of the
Exchange Act\195\ require us, when engaging in rulemaking that requires
us to consider or determine whether an action is necessary or
appropriate in the public interest, to consider whether the action will
promote efficiency, competition, and capital formation. When adopting
rules under the Exchange Act, Section 23(a)(2) of the Exchange Act
\196\ requires us to consider the impact that any new rule would have
on competition. In addition, Section 23(a)(2) prohibits us from
adopting any rule that would impose a burden on competition not
necessary or appropriate in furtherance of the purposes of the Exchange
Act.
---------------------------------------------------------------------------

    \194\ 15 U.S.C. 77b(b).
    \195\ 15 U.S.C. 78c(f).
    \196\ 15 U.S.C. 78w(a)(2).
---------------------------------------------------------------------------

    In the Proposing Release we considered the proposed amendments in
light of the standards set forth in the above statutory sections. We
solicited comment on whether, if adopted, the proposed rule amendments
would result in any anti-competitive effects or promote efficiency,
competition and capital formation. We further encouraged commenters to
provide empirical data or other facts to support their views on any
anti-competitive effects or any burdens on efficiency, competition or
capital formation that might result from adoption of the proposed
amendments.
    We did not receive any comments or any empirical data in this
regard concerning the proposed amendments. Accordingly, since the
adopted rules are substantially similar to the proposed rules, we
continue to believe the new rules will contribute to efficiency,
competition and capital formation. The purpose of the amendments to
Form 20-F under the Exchange Act, Forms F-4 and S-4 and Rule 701 under
the Securities Act, and Regulation S-X is to allow foreign private
issuers that prepare financial statements that comply with IFRS as
issued by the IASB to include those financial statements in their
annual reports and registration statements filed with the Commission
without reconciliation to U.S. GAAP. These amendments are designed to
increase efficiency, competition and capital formation by helping to
move towards a set of globally accepted accounting standards, as well
as by alleviating the burden and cost that eligible companies would
face if required to prepare a U.S. GAAP reconciliation for inclusion in
annual reports and registration statements filed with us. Due to the
cost to issuers of preparing the reconciliation to U.S. GAAP from IFRS,
we believe that the amendments are likely to promote efficiency by
eliminating financial disclosure that is costly to produce. We believe
that investors would have adequate information on which to base their
investment decisions and that capital may be allocated on a more
efficient basis.
    The amendments are expected to facilitate capital formation by
foreign companies in the U.S. capital markets by reducing regulatory
compliance burdens for foreign private issuers that rely on them.
Reduced compliance burdens are expected to lower the cost of preparing
disclosure for purposes of raising capital in the United States for
those issuers.
    The amendments also may have other impacts on efficiency and
capital formation, which may not be felt equally by all market
participants. For example, the amendments may have a more favorable
competitive impact on foreign private issuers from jurisdictions in
which the use of IFRS is already required or permitted. Issuers from
such jurisdictions may be able to benefit from the amendments more
quickly than issuers from jurisdictions that do not permit the use of
IFRS. Also, some foreign private issuers may be concerned about the
public perception costs of not including a U.S. GAAP reconciliation,
particularly if they compete for capital with other foreign companies
that provide a reconciliation or that prepare financial statements that
comply with U.S. GAAP.
    The amendments also are expected to have effects on efficiency and
capital formation to the extent that investors need to increase their
familiarity with IFRS in order to compare investment opportunities
without reference to a U.S. GAAP reconciliation. If investors prefer
the information provided in a U.S. GAAP reconciliation, a foreign
private issuer that uses IFRS as issued by the IASB without
reconciliation may face adverse competitive effects in the capital
markets. For example, investor unfamiliarity with IFRS may adversely
affect investor confidence in issuers that prepare IFRS financial
statements without reconciliation to U.S. GAAP. This may lead investors
to insist on a risk premium in those companies, which would affect
their competitiveness in the capital markets. Also, if investors must
incur costs in order to understand IFRS financial statements without a
U.S. GAAP reconciliation, there may be an incentive for intermediary
parties to provide U.S. GAAP reconciliation services.

VIII. Statutory Basis and Text of Final Amendments

    We are adopting the amendments to Exchange Act Form 20-F,
Regulation S-X Rules 1-02, 3-10 and 4-01, Securities Act Forms F-4 and
S-4, and Securities Act Rule 701 pursuant to Sections 6, 7, 10, and 19
of the Securities Act of 1933 as amended, Sections 3, 12, 13, 15, 23
and 36 of the Securities Exchange Act of 1934, and Sections 3(c)(2) and
108(c) of the Sarbanes Oxley Act of 2002.

Text of Amendments

List of Subjects in 17 CFR Parts 210, 230, 239 and 249

    Accounting, Reporting and recordkeeping requirements, Securities.

0
In accordance with the foregoing, Title 17, Chapter II of the Code of
Federal Regulations is amended as follows:

PART 210--FORM AND CONTENT OF AND REQUIREMENTS FOR FINANCIAL
STATEMENTS, SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF
1934, PUBLIC UTILITY HOLDING COMPANY ACT OF 1935, INVESTMENT
COMPANY 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), 78c, 78j-1, 78l, 78m, 78n, 78o(d), 78q, 78u-5,
78w(a), 78ll, 78mm, 80a-8, 80a-20, 80a-29, 80a-30, 80a-31, 80a-
37(a), 80b-3, 80b-11, 7202, 7218 and 7262, unless otherwise noted.

0
2. Section 210.1-02 is amended by adding a note following paragraph
(w)(3) before the computational note to read as follows.

Sec.  210.1-02  Definitions of terms used in Regulation S-X (17 CFR
Part 210).

* * * * *
    (w) * * *
    (3) * * *

    Note to paragraph (w): A registrant that files its financial
statements in accordance with or provides a reconciliation to U.S.
Generally Accepted Accounting Principles shall make the prescribed
tests using amounts determined under U.S. Generally Accepted
Accounting Principles. A foreign private issuer that files its
financial statements in accordance with IFRS as issued by the IASB
shall make the prescribed tests using amounts determined under IFRS
as issued by the IASB.

* * * * *

0
3. Section 210.3-10 is amended by:
0
a. Revising the introductory text of paragraph (i), and
0
b. Revising paragraph (i)(12).
    The revisions read as follows.

Sec.  210.3-10  Financial statements of guarantors and issuers of
guaranteed securities registered or being registered.

* * * * *
    (i) Instructions for preparation of condensed consolidating
financial information required by paragraphs (c), (d), (e) and (f) of
this section.
* * * * *
    (12) Where the parent company's consolidated financial statements
are prepared on a comprehensive basis other than U.S. Generally
Accepted Accounting Principles or International Financial Reporting
Standards as issued by the International Accounting Standards Board,
reconcile the information in each column to U.S. Generally Accepted
Accounting Principles to the extent necessary to allow investors to
evaluate the sufficiency of the guarantees. The reconciliation may be
limited to the information specified by Item 17 of Form 20-F (Sec.
249.220f of this chapter). The reconciling information need not
duplicate information included elsewhere in the reconciliation of the
consolidated financial statements.

0
4. Amend Sec.  210.4-01 by revising paragraph (a)(2) to read as
follows:

Sec.  210.4-01  Form, order and terminology.

    (a) * * *
    (2) In all filings of foreign private issuers (see Sec.  230.405 of
this chapter), except as stated otherwise in the applicable form, the
financial statements may be prepared according to a comprehensive set
of accounting principles, other than those generally accepted in the
United States or International Financial Reporting Standards as issued
by the International Accounting Standards Board, if a reconciliation to
U.S. Generally Accepted Accounting Principles and the provisions of
Regulation S-X of the type specified in Item 18 of Form 20-F (Sec.
249.220f of this chapter) is also filed as part of the financial
statements. Alternatively, the financial statements may be prepared
according to U.S. Generally Accepted Accounting Principles or
International Financial Reporting Standards as issued by the
International Accounting Standards Board.
* * * * *

PART 230--GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933

0
5. The authority citation for Part 230 continues to read, in part, as
follows:

    Authority: 15 U.S.C. 77b, 77c, 77d, 77f, 77g, 77h, 77j, 77r,
77s, 77z-3, 77sss, 78c, 78d, 78j, 78l, 78m, 78n, 78o, 78t, 78w,
78ll(d), 78mm, 80a-8, 80a-24, 80a-28, 80a-29, 80a-30, 80a-37, 7202
and 7218, unless otherwise noted.
* * * * *

0
6. Amend Sec.  230.701 by revising paragraph (e)(4) to read as follows:

Sec.  230.701  Exemption for offers and sales of securities pursuant to
certain compensatory benefit plans and contracts relating to
compensation.

* * * * *
    (e) * * *
    (4) Financial statements required to be furnished by Part F/S of
Form 1-A (Regulation A Offering Statement) (Sec.  239.90 of this
chapter) under Regulation A (Sec. Sec.  230.251 through 230.263).
Foreign private issuers as defined in Rule 405 must provide a
reconciliation to generally accepted accounting principles in the
United States (U.S. GAAP) if their financial statements are not
prepared in accordance with U.S. GAAP or International Financial
Reporting Standards as issued by the International Accounting Standards
Board (Item 17 of Form 20-F (Sec.  249.220f of this chapter)). The
financial statements required by this section must be as of a date no
more than 180 days before the sale of securities in reliance on this
exemption.
* * * * *

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

0
7. The authority citation for part 239 continues to read, in part, as
follows:

    Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 77z-2, 77z-3,
77sss, 78c, 78l, 78m, 78n, 78o(d), 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, 80a-37, 7202 and 7218, unless otherwise noted.
* * * * *

0
8. Amend Form S-4 (referenced in Sec.  239.25) by revising instruction
2 to Item 17 to read as follows:

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

FORM S-4

* * * * *
    Item 17. Information with Respect to Companies other than S-3
Companies.
* * * * *
    Instructions:
* * * * *
    2. If the financial statements required by this paragraph are
prepared on the basis of a comprehensive body of accounting
principles other than U.S. GAAP or International Financial Reporting
Standards as issued by the International Accounting Standards Board,
provide a reconciliation to U.S. GAAP in accordance with Item 17 of
Form 20-F (Sec.  249.220f of this chapter) unless a reconciliation
is unavailable or not obtainable without unreasonable cost or
expense. At a minimum, provide a narrative description of all
material variations in accounting principles, practices and methods
used in preparing the non-U.S. GAAP financial statements from those
accepted in the U.S. when the financial statements are prepared on a
basis other than U.S. GAAP.
* * * * *

0
9. Amend Form F-4 (referenced in Sec.  239.34) by:
0
a. Revising Item 10(c)(2);
0
b. Revising Item 10(c)(3);
0
c. Revising Item 12(b)(2)(iii) and (iv); and
0
d. Revising the Instruction to Item 17(b)(5) and (b)(6).
    The revisions read as follows.

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

FORM F-4

* * * * *
    Item 10. Information With Respect to F-3 Companies.
* * * * *
    (c) * * *
    (2) Restated financial statements prepared in accordance with
or, if prepared using a basis of accounting other than International
Financial Reporting Standards (``IFRS'') as issued by the
International Accounting Standards Board (``IASB''), reconciled to
U.S. GAAP and Regulation S-X if there has been a change in
accounting principles or a correction of an error where such change
or correction requires a material retroactive restatement of
financial statements;
    (3) Restated financial statements prepared in accordance with
or, if prepared using a

basis of accounting other than IFRS as issued by the IASB,
reconciled to U.S. GAAP and Regulation S-X where one or more
business combinations accounted for by the pooling of interest
method of accounting have been consummated subsequent to the most
recent fiscal year and the acquired businesses, considered in the
aggregate, are significant pursuant to Rule 11-01(b) of Regulation
S-X (Sec.  210.11-01(b) of this chapter); or
* * * * *
    Item 12. Information With Respect to F-3 Registrants.
* * * * *
    (b) * * *
    (2) * * *
    (iii) Restated financial statements prepared in accordance with
or, if prepared using a basis of accounting other than IFRS as
issued by the IASB, reconciled to U.S. GAAP and Regulation S-X if
there has been a change in accounting principles or a correction of
an error where such change or correction requires a material
retroactive restatement of financial statements;
    (iv) Restated financial statements prepared in accordance with
or, if prepared using a basis of accounting other than IFRS as
issued by the IASB, reconciled to U.S. GAAP and Regulation S-X where
one or more business combinations accounted for by the pooling of
interest method of accounting have been consummated subsequent to
the most recent fiscal year and the acquired businesses, considered
in the aggregate, are significant pursuant to Rule 11-01(b) of
Regulation S-X; and
* * * * *
    Item 17. Information With Respect to Foreign Companies Other
Than F-3 Companies.
* * * * *
    Instruction to paragraph (b)(5) and (b)(6): If the financial
statements required by paragraphs (b)(5) and (b)(6) are prepared on
the basis of a comprehensive body of accounting principles other
than U.S. GAAP or IFRS as issued by the IASB, provide a
reconciliation to U.S. GAAP in accordance with Item 17 of Form 20-F
(Sec.  249.220f of this chapter) unless a reconciliation is
unavailable or not obtainable without unreasonable cost or expense.
At a minimum, provide a narrative description of all material
variations in accounting principles, practices and methods used in
preparing the non-U.S. GAAP financial statements from those accepted
in the U.S. when the financial statements are prepared on a basis
other than U.S. GAAP.

PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934

0
10. The authority citation for part 249 continues to read, in part, as
follows:

    Authority: 15 U.S.C. 78a et seq., 7202, 7218, 7233, 7241, 7262,
7264, and 7265; and 18 U.S.C. 1350, unless otherwise noted.
* * * * *

0
11. Amend Form 20-F (referenced in Sec.  249.220f) as follows:
0
a. Add issuer contact information to the cover page below the address
line;
0
b. Add a check box to the cover page indicating the basis of accounting
used to prepare the financial statements below the accelerated filer
line;
0
c. Revise the check box on the cover page indicating whether Item 17 or
Item 18 was used below the new check box indicating the basis of
accounting;
0
d. Revise General Instruction G.(a);
0
e. Remove General Instruction G.(b)(1)(A) and G.(b)(2)(A);
0
f. Redesignate General Instructions G.(b)(1)(B) and (G).(b)(1)(C) as
General Instructions (G).(b)(1)(A) and G.(b)(1)(B) and redesignate
General Instructions (G).(b)(2)(B) and (G).(b)(2)(C) as General
Instructions (G).(b)(2)(A) and G.(b)(2)(B);
0
g. Revise General Instructions G.(d) and (e);
0
h. Revise General Instructions G.(f)(2)(B)(ii) and G.(f)(2)(B)(iii);
0
i. Revise General Instruction G.(h)(2);
0
j. Revise Instruction 2.b. to General Instruction G.(h);
0
k. Remove General Instruction G.(i);
0
l. Revise Item 3.A, Instruction 2;
0
m. Add Instruction 5 to Item 5;
0
n. Add a sentence to the end of Instruction 3 in Item 8.A.5;
0
o. Add Instruction 4 to Item 8.A.5;
0
p. Add an Instruction to Item 11 before Instruction to Item 11(a);
0
q. Revise the introductory text of Item 17(c);
0
r. Add a sentence at the end of Items 17(c)(2)(v) and (c)(2)(vi);
0
s. Remove Item 17(c)(2)(viii);
0
t. Remove Item 17, Instruction 6;
0
u. Add a Special Instruction to the end of Item 17;
0
v. Revise Item 18(b);
0
w. Revise the Instruction to Item 18; and
0
x. Add a Special Instruction to the end of Item 18.
    The additions and revisions read as follows.

    Note: The text of Form 20-F does not, and this amendment will
not, appear in the Code of Federal Regulations.

FORM 20-F

* * * * *
    (Name, Telephone, E-mail and/or Facsimile number and Address of
Company Contact Person)
* * * * *
    Indicate by check mark which basis of accounting the registrant
has used to prepare the financial statements included in this
filing:
    U.S. GAAP ------. International Financial Reporting Standards as
issued by the International Accounting Standards Board ------. Other
------.
    If ``Other'' has been checked in response to the previous
question, indicate by check mark which financial statement item the
registrant has elected to follow.
    Item 17 ------. Item 18 ------.
* * * * *

GENERAL INSTRUCTIONS

* * * * *

G. First-Time Application of International Financial Reporting
Standards

    (a) Omission of Certain Required Financial Statements. An issuer
that changes the body of accounting principles used in preparing its
financial statements presented pursuant to Item 8.A.2 (``Item
8.A.2'') to International Financial Reporting Standards (``IFRS'')
issued by the International Accounting Standards Board (``IASB'')
may omit the earliest of three years of audited financial statements
required by Item 8.A.2 if the issuer satisfies the conditions set
forth in this Instruction G. For purposes of this instruction, the
term ``financial year'' refers to the first financial year beginning
on or after January 1 of the same calendar year.
* * * * *
    (d) Information on the Company. The reference in Item 4.B to the
``body of accounting principles used in preparing the financial
statements,'' means IFRS as issued by the IASB and not the basis of
accounting that was previously used (``Previous GAAP'') or
accounting principles used only to prepare a U.S. GAAP
reconciliation.
    (e) Operating and Financial Review and Prospects. The issuer
shall present the information provided pursuant to Item 5. The
discussion should focus on the financial statements for the two most
recent financial years prepared in accordance with IFRS as issued by
the IASB. No part of the discussion should relate to financial
statements prepared in accordance with Previous GAAP.
    (f) Financial Information.
* * * * *
    (2) * * *
    (B) * * *
    (ii) Two financial years of audited financial statements and
interim financial statements (which may be unaudited) for the
current and comparable prior year period, prepared in accordance
with IFRS as issued by the IASB;
    (iii) Three financial years of audited financial statements
prepared in accordance with Previous GAAP; interim statements (which
may be unaudited) for the current and comparable prior year period
prepared in accordance with IFRS as issued by the IASB; and
condensed financial information prepared in accordance with U.S.
GAAP for the most recent financial year and the current and
comparable prior year interim period (the form and content of this
financial information shall be in a level of detail substantially
similar to that required by Article 10 of Regulation S-X).
* * * * *
    (h) Financial Statements.
* * * * *
    (2) U.S. GAAP Information. The U.S. GAAP reconciliation
referenced in Item 17(c) or 18 shall not be required for periods
presented in accordance with IFRS as issued by the IASB.
    Instructions:
* * * * *
    2. * * *
    b. Present or incorporate by reference operating and financial
review and prospects information pursuant to Item 5 that focuses

on the financial statements for the two most recent financial years
prior to the most recent financial year that were prepared in
accordance with Previous GAAP. The discussion should not refer to a
reconciliation to U.S. GAAP. No part of the discussion should relate
to financial statements prepared in accordance with IFRS.
* * * * *

Item 3. Key Information

* * * * *
    Instructions to Item 3.A:
* * * * *
    2. You may present the selected financial data on the basis of
the accounting principles used in your primary financial statements.
If you use a basis of accounting other than IFRS as issued by the
IASB, however, you also must include in this summary any
reconciliations of the data to U.S. generally accepted accounting
principles and Regulation S-X, pursuant to Item 17 or 18 of this
Form. For financial statements prepared using a basis of accounting
other than IFRS as issued by the IASB, you only have to provide
selected financial data on a basis reconciled to U.S. generally
accepted accounting principles for (i) those periods for which you
were required to reconcile the primary annual financial statements
in a filing under the Securities Act or the Exchange Act, and (ii)
any interim periods.
* * * * *

Item 5. Operating and Financial Review and Prospects

* * * * *
    Instructions to Item 5:
* * * * *
    5. An issuer filing financial statements that comply with IFRS
as issued by the IASB should, in providing information in response
to paragraphs of this Item 5 that refer to pronouncements of the
FASB, provide disclosure that satisfies the objective of the Item 5
disclosure requirements. In responding to this Item 5, an issuer
need not repeat information contained in financial statements that
comply with IFRS as issued by the IASB.
* * * * *

Item 8. Financial Information

* * * * *
    Instructions to Item 8.A.5:
* * * * *
    3. * * *
    (a) * * *
    (b) * * *
    A registrant filing financial information that complies with
IFRS as issued by the IASB is not required to provide the
information described in paragraphs 3(a) and (b) to this Instruction
to Item 8.A.5. if that registrant prepares its annual financial
statements in accordance with IFRS as issued by the IASB.
    4. A registrant that files interim period financial statements
pursuant to Item 8.A.5 is not required to comply with Article 10 of
Regulation S-X if that registrant prepares its annual financial
statements in accordance with IFRS as issued by the IASB, prepares
its interim period financial statements in compliance with IAS 34
``Interim Financial Reporting,'' and explicitly states its
compliance with IAS 34 in the notes to the interim financial
statements.
* * * * *
    Item 11. Quantitative and Qualitative Disclosures About Market
Risk.
* * * * *
    Instruction to Item 11: An issuer filing financial statements
that comply with IFRS as issued by the IASB should, in providing
information in response to paragraphs of this Item 11 that refer to
pronouncements of the FASB, provide disclosure that satisfies the
objective of the Item 11 disclosure requirements. In responding to
this Item 11, an issuer need not repeat information contained in
financial statements that comply with IFRS as issued by the IASB.
* * * * *
    Item 17. Financial Statements.
* * * * *
    (c) The financial statements and schedules required by paragraph
(a) above may be prepared according to U.S. generally accepted
accounting principles or IFRS as issued by the IASB. If the
financial statements comply with IFRS as issued by the IASB, such
compliance must be unreservedly and explicitly stated in the notes
to the financial statements and the auditor's report must include an
opinion on whether the financial statements comply with IFRS as
issued by the IASB. If the notes and auditor's report of an issuer
do not contain the information in the preceding sentence, then the
U.S. GAAP reconciliation information described in paragraphs (c)(1)
and (c)(2) must be provided. Alternatively, such financial
statements and schedules may be prepared according to a
comprehensive body of accounting principles other than those
generally accepted in the United States or IFRS as issued by the
IASB if the following are disclosed:
* * * * *
    (c)(2)(v) * * * Issuers that prepare financial statements using
IFRS as issued by the IASB that are furnished pursuant to Sec.
210.3-05 may omit the disclosures specified by paragraphs (c)(2)(i),
(c)(2)(ii), and (c)(2)(iii) of this Item regardless of the size of
the business acquired or to be acquired.
    (c)(2)(vi) * * * Issuers that prepare financial statements using
IFRS as issued by the IASB that are furnished pursuant to Sec.
210.3-09 may omit the disclosures specified by paragraphs (c)(2)(i),
(c)(2)(ii), and (c)(2)(iii) of this Item regardless of the size of
the investee.
* * * * *
    Special Instruction for Certain European Issuers:
    An issuer incorporated in a Member State of the European Union
that has complied with the carve out to IAS 39 ``Financial
Instruments: Recognition and Measurement,'' as adopted by the
European Union, in financial statements previously filed with the
Commission, may file financial statements for its first two
financial years that end after November 15, 2007 without reconciling
to U.S. GAAP if that issuer's financial statements otherwise comply
with IFRS as issued by the IASB and the issuer provides an audited
reconciliation to IFRS as issued by the IASB. This reconciliation to
IFRS as issued by the IASB is to contain information relating to
financial statement line items and footnote disclosure based on full
compliance with IFRS as issued by the IASB, and is to be prepared
and disclosed in the same manner that an issuer would provide a
reconciliation to U.S. GAAP, following the requirements in Item
17(c)(2). All financial statements of such an issuer for periods
prior to the financial year that ends after November 15, 2007 must
continue to be reconciled to U.S. GAAP. For financial years
following the two financial years ending after November 15, 2007,
such an issuer will be required to include reconciliations to U.S.
GAAP unless the issuer complies with the requirements in Item 17(c).
    Item 18. Financial Statements.
* * * * *
    (b) If the financial statements are prepared using a basis of
accounting other than IFRS as issued by the IASB, all other
information required by U.S. generally accepted accounting
principles and Regulation S-X unless such requirements specifically
do not apply to the registrant as a foreign issuer. However,
information may be omitted (i) for any period in which net income
has not been presented on a basis reconciled to United States
generally accepted accounting principles, or (ii) if the financial
statements are furnished pursuant to Sec.  210.3-05 or less-than-
majority owned investee pursuant to Sec.  210.3-09 of this chapter.
    Instructions to Item 18:
    1. All of the instructions to Item 17 also apply to this Item,
except Instruction 3 to Item 17, which does not apply.
    2. An issuer that is required to provide disclosure under FASB
Statement of Accounting Standards No. 69, ``Disclosures about Oil
and Gas Producing Activities,'' shall do so regardless of the basis
of accounting on which it prepares its financial statements.
    Special Instruction for Certain European Issuers:
    An issuer incorporated in a Member State of the European Union
that has complied with the carve out to IAS 39 ``Financial
Instruments: Recognition and Measurement,'' as adopted by the
European Union, in financial statements previously filed with the
Commission, may file financial statements for its first two
financial years that end after November 15, 2007 without reconciling
to U.S. GAAP if that issuer's financial statements otherwise comply
with IFRS as issued by the IASB and the issuer provides an audited
reconciliation to IFRS as issued by the IASB. This reconciliation to
IFRS as issued by the IASB is to contain information relating to
financial statement line items and footnote disclosure based on full
compliance with IFRS as issued by the IASB, and is to be prepared
and disclosed in the same manner that an issuer would provide a
reconciliation to U.S. GAAP, following the requirements in Item 18.
All financial statements of such an issuer for periods prior to the
financial year that ends after November

15, 2007 must continue to be reconciled to U.S. GAAP. For financial
years following the two financial years ending after November 15,
2007, such an issuer will be required to include reconciliations to
U.S. GAAP unless the issuer complies with the requirements in Item
18(a).

    Dated: December 21, 2007.

    By the Commission.
Nancy M. Morris,
Secretary.
[FR Doc. E7-25250 Filed 1-3-08; 8:45 am]

BILLING CODE 8011-01-P


[Federal Register Volume 86, Number 198 (Monday, October 18, 2021)]
[Notices]
[Page 57664]
[FR Doc No: 2021-22629]

=======================================================================
-----------------------------------------------------------------------

ENVIRONMENTAL PROTECTION AGENCY

[FRL-9074-01-OA]

Proposed Information Collection Request; Comment Request; CEQ-EPA
Presidential Innovation Award for Environmental Educators and the
President's Environmental Youth Awards Application

AGENCY: Environmental Protection Agency (EPA).

ACTION: Notice.

-----------------------------------------------------------------------

SUMMARY: The Environmental Protection Agency is planning to submit an
information collection request (ICR), ``CEQ-EPA Presidential Innovation
Award for Environmental Educators and the President's Environmental
Youth Awards Application'' (EPA ICR No. 2524.03, OMB Control No. 2090-
0031) to the Office of Management and Budget (OMB) for review and
approval in accordance with the Paperwork Reduction Act. Before doing
so, EPA is soliciting public comments on specific aspects of the
proposed information collection as described below. This is a request
for approval of an existing collection, which is currently approved
through April 30, 2022. An Agency may not conduct, or sponsor and a
person is not required to respond to a collection of information unless
it displays a currently valid OMB control number.

DATES: Comments must be submitted on or before December 17, 2021.

ADDRESSES: Submit your comments, referencing Docket ID Number EPA-HQ-
OA-2015-0553, online using www.regulations.gov (our preferred method),
by email to [email protected], or by mail to EPA Docket Center,
Environmental Protection Agency, Mail Code 28221T, 1200 Pennsylvania
Ave. NW, Washington, DC 20460.
    EPA's policy is that all comments received will be included in the
public docket without change including any personal information
provided, unless the comment includes profanity, threats, information
claimed to be Confidential Business Information (CBI) or other
information whose disclosure is restricted by statute.

FOR FURTHER INFORMATION CONTACT: Javier Araujo, Office of the
Administrator, Office of Environmental Education, MC-1704A,
Environmental Protection Agency, 1200 Pennsylvania Ave. NW, Washington,
DC 20460; telephone number:<PHONE_NUMBER>; cell number:<PHONE_NUMBER>;
email address: [email protected].

SUPPLEMENTARY INFORMATION: Supporting documents which explain in detail
the information that the EPA will be collecting are available in the
public docket for this ICR. The docket can be viewed online at
www.regulations.gov or in person at the EPA Docket Center, WJC West,
Room 3334, 1301 Constitution Ave. NW, Washington, DC. The telephone
number for the Docket Center is<PHONE_NUMBER>. For additional
information about EPA's public docket, visit http://www.epa.gov/dockets.
    Pursuant to section 3506(c)(2)(A) of the PRA, EPA is soliciting
comments and information to enable it to: (i) Evaluate whether the
proposed collection of information is necessary for the proper
performance of the functions of the Agency, including whether the
information will have practical utility; (ii) evaluate the accuracy of
the Agency's estimate of the burden of the proposed collection of
information, including the validity of the methodology and assumptions
used; (iii) enhance the quality, utility, and clarity of the
information to be collected; and (iv) minimize the burden of the
collection of information on those who are to respond, including
through the use of appropriate automated electronic, mechanical, or
other technological collection techniques or other forms of information
technology, e.g., permitting electronic submission of responses. EPA
will consider the comments received and amend the ICR as appropriate.
The final ICR package will then be submitted to OMB for review and
approval. At that time, EPA will issue another Federal Register notice
to announce the submission of the ICR to OMB and the opportunity to
submit additional comments to OMB.
    Abstract: The purpose of this information collection request is to
collect information from applicants to select recipients for the
Presidential Innovation Award for Environmental Educators (PIAEE)
program and the President's Environmental Youth Awards (PEYA) program.
The U.S. Environmental Protection Agency (EPA or the Agency), in
conjunction with the White House Council on Environmental Quality
(CEQ), established the PIAEE program to meet the requirements of
Section 8(e) of the National Environmental Education Act (20 U.S.C.
5507(e)). The Agency established the PEYA program to meet the
requirements of Section 8(d) of the National Environmental Education
Act (20 U.S.C. 5507(d)).
    Form Numbers: None.
    Respondents/affected entities: K-12 teachers who teach on a full-
time basis in a public school that is operated by a local education
agency, including schools funded by the Bureau of Indian Affairs. For
this program, a local education agency is one as defined by section 198
of the Elementary and Secondary Education Act of 1965 (now codified at
20 U.S.C. 7801(26)).
    Respondent's obligation to respond: Required to obtain information
from the applicants for PIAEE and PEYA program and assess certain
aspects of programs as established under Section 8(e) of the National
Environmental Education Act (20 U.S.C. 5507(e)) and Section 8(d) of the
National Environmental Education Act (20 U.S.C. 5507(d)) respectively.
    Estimated number of respondents: 75 (total per year) for the PIAEE
program and 250 (total per year) for the PEYA program.
    Frequency of response: Annually.
    Total estimated burden: 3225 hours (per year). Burden is defined at
5 CFR 1320.03(b).
    Total estimated cost: For the PIAEE program, $32,288 (per year) for
75 applicants. For the PEYA program, $77,007 (per year) for 250
applicants. There are no capital or operation & maintenance costs.

Hiram Tanner,
Director, Office of Environmental Education.
[FR Doc. 2021-22629 Filed 10-15-21; 8:45 am]
BILLING CODE 6560-50-P