Form T-1.SupportingStatement.Final

SUPPORTING STATEMENT
FOR THE PAPERWORK REDUCTION ACT INFORMATION COLLECTION
SUBMISSION FOR FORM T-1
A.

JUSTIFICATION
1.

Circumstances Making the Collection of Information Necessary

A corporation proposing to serve as trustee under an indenture to be qualified under the
Trust Indenture Act of 1939 (“Act”) must state its eligibility and qualification on a Form T-1 (17
CFR 269.1) filed with the Securities and Exchange Commission (“Commission”). The
information called for relates to a potential trustee’s eligibility to serve. The form requires the
potential trustee to show that it has the authority to exercise trust powers and to include a copy of
a call sheet filed with the banking authorities disclosing summary financial information. Other
information discloses possible conflicts of interest, which would disqualify the trustee from
serving. An independent trustee is necessary to protect the debt holders and to enforce the terms
of the indenture. This information relates to affiliations with the issuer and its underwriters, the
amount of voting securities of the trustee, outstanding trusteeships under other indentures of the
same issuer, interlocking directorates and similar relationships with the issuer or its underwriters,
voting securities of the trustee owned by the issuer or its officials, voting securities of the trustee
owned by underwriters of the issuer, securities of the issuer owned or held by the trustee,
securities of underwriters owned or held by the trustee ownership or holdings by the trustee of
voting securities of affiliates of the issuer and ownership by the trustee of any person owning
50% or more of the voting securities of the issuer.
2.

Purpose and Use of the Information Collection

Form T-1 is reviewed by the staff in deciding whether to qualify an indenture relating to
debt securities offered to the public in an offering registered with the Commission under the
Securities Act of 1933 or, if the offering is not registered, upon application for qualification
under the Form T-3 pursuant to the Act. The information in the Form T-1 provides a basis for
deciding that the corporate trustee is qualified. If the information contained in Form T-1 was not
collected, the basis for that decision would be unavailable.
3.

Consideration Given to Information Technology

The information required by Form T-1 (Exhibit 25) is filed electronically with the
Commission on the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system as a
part of a company’s registration statement.
4.

Duplication of Information

Form T-1 contains information regarding an applicant’s current relationships with a
particular issuer and other specific entities. The form is filed only once. There is no possibility
of duplication and similar information does not exist.

5.

Reducing the Burden on Small Entities

Few entities file Form T-1 and the information in Form T-1 is needed to form a basis to
decide whether a corporate trustee is qualified under the Trust Indenture Act of 1939.
6.

Consequences of Not Conducting Collection

The information provided by Form T-1 is used to determine if the trustee is qualified
under the Trust Indenture Act of 1939. Without the information collected in Form T-1, the basis
for that decision would be unavailable.
7.

Special Circumstances

There are no special circumstances.
8.

Consultations with Persons Outside the Agency

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

Payment or Gift to Respondents

No payment or gift has been provided to any respondents.
10.

Confidentiality

Form T-1 is a public document.
11.

Sensitive Questions

No information of a sensitive nature, including social security numbers, will be required
under this collection of information. The information collection collects basic Personally
Identifiable Information (PII) that may include name, work address, and job title. However, the
agency has determined that the information collection does not constitute a system of records for
purposes of the Privacy Act. Information is not retrieved by a personal identifier. In accordance
with Section 208 of the E-Government Act of 2002, the agency has conducted a Privacy Impact
Assessment (PIA) of the EDGAR system, in connection with this collection of information. The
EDGAR PIA, published on February 18, 2025, is provided as a supplemental document and is
also available at https://www.sec.gov/privacy.

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12.

Estimate of Respondent Reporting Burden
Estimated Reporting Burden
Information
Collection
Title
Form T-1

OMB Control
Number

Number of
Responses

Burden
Hours

3235-0110

2

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For purposes of the Paperwork Reduction Act (“PRA”), we estimate that Form T-1 takes
approximately 15 hours per response to comply with the collection of information requirements
and there is an average of 2 responses annually.
We derived our burden hour estimates by estimating the average number of hours it
would take a trustee to compile the necessary information and data, prepare and review
disclosure, file documents and retain records. In connection with rule amendments to the form,
we occasionally receive PRA estimates from public commenters about incremental burdens that
are used in our burden estimates. We believe that the actual burdens will likely vary among
individual companies based on the size and complexity of their organization and the nature of
their operations.
We further estimate that 25% of the collection of information burden is carried by the
respondent internally and that 75% of the burden of preparation is carried by outside
professionals retained by the trustee to assist in the preparation of the form to reflect the fact that
trustees rely more heavily on outside professionals. Based on our estimates, we calculated the
total reporting burden to be 8 hours ((0.25 x 15) hours per response x 2 responses). For
administrative convenience, the paperwork burden hours has been rounded to the nearest whole
number. The burden estimate for the hours is made solely for the purpose of the PRA.
13.

Estimate of Total Annualized Cost Burden
Estimated Cost Burden
Information
Collection
Title
Form T-1

OMB Control
Number

Number of
Responses

Cost
Burden

3235-0110

2

$13,200

We estimate that 75% of the 15 hours per response (11 hours) is prepared by outside
professionals. We estimate an hourly cost of $600 for outside professionals used in connection
with public company reporting. This estimate is based on our consultations with registrants and
professional firms who regularly assist registrants in preparing and filing disclosure documents
with the Commission. Our estimates reflect average burdens and therefore, some companies may
experience costs in excess of our estimates and some companies may experience costs that are
lower than our estimates. Based on our estimates, we calculated the total annual cost to be
$13,200 ($600 per hour x 11 hours per response x 2 responses). For administrative convenience,

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the paperwork cost burden has been rounded to the nearest dollar. The cost burden estimate is
made solely for the purpose of the PRA.
14.

Costs to Federal Government

The annual cost of reviewing and processing disclosure documents, including registration
statements, post-effective amendments, proxy statements, annual reports and other filings of
operating companies amounted to approximately $131,724,880 in fiscal year 2023, based on the
Commission’s computation of the value of staff time devoted to this activity and related
overhead.
15.

Reason for Change in Burden

Summary of the Change in Burden Hours and Cost Burden
Annual No. of Responses

Annual Time Burden
(Hours)

Annual Burden Cost
Burden ($)

IC
Title

Previously
Approved

Requested

No
change in
No. of
responses

Previously
Approved

Requested

No
change
In
Burden

Previously
Approved

Request
Cost
burden

Increase
In
Cost
Burden

Form
T-1

2

2

0

8

8

0

$8,800

$13,200

$4,400

The increase of $4,400 in cost burden is due to an adjustment. The Commission increased
the cost burden per hour estimate from $400 per hour to $600 per hour for outside professionals.
16.

Information Collection Planned for Statistical Purposes

The information collection is not planned for statistical purposes.
17.

Approval to Omit OMB Expiration Date

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

Exceptions to Certification for Paperwork Reduction Act Submissions

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

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B.

STATISTICAL METHODS
The information collection does not employ statistical methods.

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