SEC Eliminates and Amends Certain Disclosure Requirements of Regulation S-K

December 2020

On November 19th, the SEC adopted more amendments to the disclosure requirements of Regulation S-K. The adopted amendments are largely consistent with those proposed in January and are intended to reduce disclosures that are duplicative and emphasize information within management’s discussion and analysis (MD&A) that is material to the investors.  The amendments clarify the overall objective of MD&A and promote a principles-based approach to certain disclosures.  A summary of the more significant changes is detailed below.

Eliminate Duplicative Disclosures Simplify Current Disclosure Requirements Enhance Disclosure Requirements
  • The requirement to disclose a selected financial data table under S-K Item 302 is eliminated. This information is included in prior filings widely available on Edgar and material information pertinent to a trend illustrated within the table already requires disclosure under S-K Item 303.
 
  • For the same rationale outlined above, the requirement to disclose quarterly supplementary financial data under S-K Item 302(a) is now only required for periods that include material retrospective changes.
 
  • The requirement to disclose a contractual obligations table under S-K Item 303(a)(5) is replaced with an enhanced discussion of liquidity and capital resources focused on material short- and long-term cash requirements from known contractual and other obligations.
  • Rather than a requirement to separately caption off balance sheet obligations under S-K Item 303(a)(4)A, registrants should include a discussion within the context of MD&A of commitments or obligations (including contingent obligations) that have, or are reasonably likely to have, a material current or future effect on their financial condition, results of operations, liquidity, etc.
 
  • Instruction 4 of S-K Item 303(a) is clarified to explicitly require disclosure of the underlying reason for material changes in a line item, including when offset by another material change. 
  • Under S-K Item 303(b)(2), registrants are permitted to discuss material changes in the results of operations for the most recent current quarter as compared to the immediately preceding quarter or corresponding quarter of the prior year.
  • The discussion of material cash requirements is expanded under S-K Item 303(a)(2) to include not only capital expenditures, but also funds necessary, and sources of such funds, to maintain current operations, complete projects underway, and achieve stated objectives or plans.
 
  • S-K Item 303(b)(3) now defines and codifies legacy guidance for disclosures of critical accounting estimates.
 
The final rules are effective 30 days after publication in the Federal Register.  Registrants will be required to apply the amended rules for their first fiscal year ending on or after 210 days after publication in the Federal Register (referred to as the “mandatory compliance date”). Registrants are required to apply the amendments in a registration statement that on its initial filing date is required to include financial statements for a period on or after the mandatory compliance date.  Early compliance is permitted following the effective date if the disclosures are responsive to the amended item in its entirety.