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SEC Updates and Modernizes Statistical Disclosures for Financial Institutions 

by Wes Scott, Kevin Tran

Published: October, 2020

Submission: October, 2020

 



The Securities and Exchange Commission (SEC) recently adopted rules to update the statistical disclosures that bank holding companies, banks, savings and loan holding companies, and savings and loan associations (Financial Institutions) provide to the market. The rules will eliminate Guide 3 and will replace it with new Subpart 1400 of Regulation S-K. The rules primarily streamline former Guide 3 disclosures and eliminate disclosures that overlap with SEC rules and U.S. generally accepted accounting principles (GAAP) but, importantly, do not add substantial new disclosure requirements.


Financial Institutions will be required to apply the final rules for the first fiscal year ending on or after December 15, 2021. Financial Institutions that file initial registration statements are not required to apply the final rules until making a filing containing financial statements for a period on or after December 15, 2021. Voluntary compliance with the new rules is permitted in advance of the mandatory compliance date as long as the final rules are applied in their entirety.


Below are summaries of the major changes:


Click here for a full-color, printable PDF of the summary table below.


Applicability, Reporting Periods, Locations, Regulation S-X and Daily Averages


Applicability


Guide 3


Guide 3 specifically applies to bank holding companies although other companies with significant lending and deposit activities, also comply with Guide 3.

Subpart 1400 of Regulation S-K


The rules expressly apply to banks, bank holding companies, savings and loan associations, and savings and loan holding companies. The new rules, however, do not specifically apply to online lenders and other financial technology companies.

 


 Reporting Periods


Guide 3


Five years of Loan Portfolio and Summary of Loan Loss Experience information and three years of all other information


Two years for all information if the Financial Institution has less than $200 million of assets or $10 million of net worth.


Any additional interim period necessary to keep the information from being misleading.

Subpart 1400 of Regulation S-K


The term “reporting period” means each annual period for which SEC rules require a Financial Institution to provide financial statements:


  • Two years for balance sheets;
  • Three years for income statements (or two years for Financial Institutions that are smaller reporting companies or emerging growth companies);
  • Two years for Regulation A issuers conducting Tier 1 and Tier 2 offerings.
  • Additional interim period information must be disclosed if a material change in the information or the trend evidenced thereby has occurred.

Click here to read more.


 


 

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