While a more complete summary of the changes is provided below, notable amendments include:
- the elimination of requirements for pro forma information on business combinations in interim filings, because similar disclosure may be found in Form 8-K filings; and
- the elimination of requirements for financial information broken out by segment and geography in a business description contained in SEC reports and registration statements, because similar discussions may be found in the financial statement footnotes and/or the MD&A, when these topics are material to an understanding of the business.
Overall, the amendments are not intended to alter the mix of information available to investors in SEC reports and registration statements. As a result, companies should take care to cross-reference applicable overlapping disclosure and to continue to disclose segment and geographically-specific information in other parts of their filings, including in the risk factors and the MD&A, to the extent that the discussion is material to an understanding of the business.
Where there are redundant and overlapping disclosure requirements from SEC rules and GAAP standards established by the Financial Accounting Standards Board (FASB), the amendments attempt to reduce issuers’ compliance burden. The SEC has referred certain proposed amendments to FASB for their consideration in making consistent changes to future GAAP standards, and commentators have encouraged both agencies to continue to coordinate on their reporting standards.
Multiple categories of issuers will be impacted by the amendments. Specifically:
- Regulation S-K amendments relate to domestic issuers and foreign private issuers that choose to file on domestic forms.
- Regulation S-X amendments relate to domestic issuers and foreign private issuers that report under US GAAP or reconcile to US GAAP.
- Certain amendments affect asset-backed issuers, Regulation A issuers and companies regulated under the Investment Company Act.
The amendments will be effective 30 days from publication in the Federal Register. Furthermore, the SEC staff has been directed to review the amendments’ impact on disclosure and capital formation within five years and to report back to the Commission.