The SEC adopted a final rule that will rescind Industry Guide 3 ("Guide 3") concerning the statistical disclosures that banking entities and bank holding companies provide in their registration statements. The new rule replaces Guide 3 with a new Subpart 1400 to Regulation S-K, the SEC's general regulation governing disclosure. The new subpart will update and expand some of the required disclosures, but eliminate others that overlap with existing SEC rules, U.S. GAAP or International Financial Reporting Standards.
New Subpart 1400 does not require these disclosures to be presented in the notes to the financial statements. If the disclosures are provided outside of the financial statements, they will (i) not be required to be audited, and (ii) not be subject to the SEC's requirement to file financial statements in a machine-readable format.
The amended disclosure requirements go into effect 30 days after publication in the Federal Register, with the exception of the rescission to Reg S-K Rules 229.801(c) ("Securities Act industry guides") and 229.802(c) ("Exchange Act industry guides"), which will go into effect on January 1, 2023. Firms may elect to comply with the new rules at any time in advance of the mandatory compliance date. Guide 3 will be rescinded on January 1, 2023.