United States

Amendments to modernize and simplify Regulation S-K


Although the primary provisions of the Fixing America’s Surface Transportation (FAST) Act related to funding for transportation improvements, the Act also required the SEC to carry out a study of Regulation S-K to determine how best to modernize and simplify disclosure requirements so as to reduce the costs and burdens on registrants while still providing all material information to investors. Based on recommendations in the FAST Act study and other considerations, the SEC recently issued amendments in Release No. 33-10618, FAST Act Modernization and Simplification of Regulation S-K, including the following, among many others:

  • Description of property (Item 102) – The amendments only will require registrants to provide disclosure about a physical property to the extent that it is material to the registrant. However, the disclosures were not modified for registrants in the mining, real estate or oil and gas industries due to the significance of the disclosures for those industries.
  • Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) (Item 303) – The amendments generally will allow registrants to exclude discussion of the earliest of three years in MD&A if they already included the discussion in a prior filing. To emphasize the flexibility available to registrants with respect to the form of MD&A presentation, the amendments also revised Instruction 1 of Item 303 to eliminate the reference to year-to-year comparisons and the reference to five-year selected financial data.
  • Information omitted from exhibits (Item 601) - The amendments permit registrants to omit confidential information in material contracts and certain other exhibits without submitting a confidential treatment request if the information is not material and would likely cause competitive harm to the registrant if publicly disclosed.
  • Material contracts (Item 601) – Extant Item 601 requires registrants to file every material contract not made in the ordinary course of business, provided the contract (a) is to be performed at or after the filing of the registration statement or report or (b) was entered into not more than two years before such filing. The amendments limit the two-year look-back requirement to newly reporting registrants.
  • Incorporation by reference – The amendments streamline the requirements associated with incorporation by reference and facilitate investor access to incorporated documents through the use of hyperlinks.
  • Investment company reports – For filings made on or after April 1, 2020, the amendments will require investment companies to file reports on Form N-CSR, registration statements and amendments thereto in HTML format and provide hyperlinks to exhibits and other information incorporated by reference.

The amendments generally will be effective 30 days after they are published in the Federal Register, except as otherwise noted in the Release.