SEC Proposes New Rules to Update Statistical Disclosures for Banking Registrants

January 2020
The Banking Law Journal

On September 17, 2019, the U.S. Securities and Exchange Commission (the “SEC”) announced proposed rules to update the statistical disclosures that bank and savings and loan registrants provide to investors and eliminate disclosures that overlap with other SEC rules, U.S. GAAP or IFRS. The proposed rules would codify certain disclosures from Industry Guide 3, Statistical Disclosure by Bank Holding Companies (“Guide 3”), as a new subpart of Regulation S-K under the Securities Act of 1933, as amended (“Regulation S-K”), and rescind Guide 3. The proposed rules will streamline the statistical disclosures required by banking registrants and conform such registrant’s SEC disclosures more closely with existing requirements under the Generally Accepted Accounting Principles (“U.S. GAAP”) or the International Financial Reporting Standards (“IFRS”), and should be viewed as beneficial by the banking community. The proposed rules impact required disclosures regarding:

Guide 3 was initially published in 1976 and applies to bank holding companies (“BHCs”) and other registrants with material lending and deposit activities, such as savings and loan holding companies. Since the most recent substantive revision of Guide 3 in 1986, the Commission has adopted disclosure requirements and the relevant accounting standard boards (both the Financial Accounting Standard Board (“FASB”) and the International Accounting Standards Board (“IASB”)) have changed the financial reporting obligations for registrants engaged in financial services. The result has been an overlap of Guide 3 required disclosures with subsequent SEC rules, U.S. GAAP and/or the requirements of IFRS.

The proposed rules would create a new Subpart 1400 under Regulation S-K to codify certain Guide 3 disclosures. The proposed rules aim to provide clarity as to which registrants must make the required disclosures, providing that the rules are applicable to banks, BHCs, savings and loan associations, and savings and loan holding companies (collectively, “Bank and Savings and Loan Registrants”). Both domestic and foreign registrants would be subjected to the proposed rules, which should enhance comparability amongst Bank and Savings and Loan Registrants while not being overly burdensome. The SEC believes that the flexibility of the proposed rules allow for registrants to comply with the requirements of either U.S. GAAP or IFRS by explicitly linking certain SEC disclosure requirements to U.S. GAAP or IFRS standards.

The full text of the proposal is available here. The following is a summary of the principal elements of the proposed rules. 

How to Comment

The comment period for the proposed rules will be open until December 2, 2019 (60 days after publication in the federal register which occurred on October 3, 2019). Comments may be submitted through the SEC’s internet comment form or by emailing

This article was originally published by Chapman and Cutler LLP on October 4, 2019, and was republished by The Banking Law Journal in its January 2020 issue. The republished article is posted with permission.

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