On September 11, 2020, the Securities and Exchange Commission adopted its previously proposed rules to update and expand the statistical disclosures that bank holding companies, banks, savings and loan holding companies, and savings and loan associations provide to investors in accordance with Industry Guide 3, Statistical Disclosures by Bank Holding Companies. Under the final rules, which were adopted substantially as proposed, Guide 3 is rescinded and replaced with a new Subpart 1400 of Regulation S-K. The final rules codify and in some cases revise certain Guide 3 disclosures, eliminate disclosures that overlap with SEC rules, U.S. GAAP or International Financial Reporting Standards (“IFRS”) and introduce new credit ratio disclosure requirements, though most registrants already disclose these in their SEC filings. The rules will be effective 30 days after publication in the Federal Register and registrants will be required to apply the final rules for the first fiscal year ending on or after December 15, 2021. Accordingly, for calendar year companies, the rules will first apply for their 2021 annual reports for the year ending December 31, 2021. For non-calendar year companies, the rules will first apply for their annual reports for the fiscal year that includes December 15, 2021. Registrants filing 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, so long as the final rules are applied in their entirety. The SEC states that registrants should continue to refer to Guide 3 until the final rules apply.
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