Regulation S-X
usinfo | 2014-05-30 17:11

Regulation S-X is a prescribed regulation that lays out the specific format and content of financial reports. It is cited as 17 C.F.R. Part 210; the name of the part is "Form and Content of and Requirements for Financial Statements, Securities Act of 1933, Securities Exchange Act of 1934, Public Utility Holding Company Act of 1935, Investment Company Act of 1940, Investment Advisers Act of 1940, and Energy Policy and Conservation Act of 1975".

Regulation S-X and the Financial Reporting Releases (Staff Accounting Bulletins) set forth the form and content of and requirements for financial statements required to be filed as a part of (a) registration statements under the Securities Act of 1933 and (b) registration statements under section 12, annual or other reports under sections 13 and 15(d)  and proxy and information statements under section 14 of the Securities Exchange Act of 1934; except as otherwise specifically provided in the forms.

Regulation S-X is seen less frequently but equally validly for (c) registration statements, annual reports and shareholder reports filed under the Public Utility Holding Company Act of 1935 and likewise for (d) the Investment Company Act of 1940.

Regulation S-X extends the meaning of the term 'financial statements' to include all notes to the statements and all related schedules. Regulation S-X is closely related to Regulation S-K, which lays out reporting requirements for various SEC filings and registrations used by public companies. Regulation S-X profoundly affects internal and external accountants and auditors, and directors and officers and numerous officials, employees and contractors of publicly reporting companies and because of the need for accurate reporting of monies and other data, any operation of a company may be affected to require ultimate compliance with Regulation S-X and the Sarbanes–Oxley Act.

There is no levity in Regulation S-X and it does not make for light reading; it is commonly viewed at Securities Lawyers Deskbook: Regulation S-X. There is lots more to read to be thoroughly familiar with Regulation S-X and the SEC Division of Corporation Finance provides an unofficial 329-page (as of April 2, 2009) tome - with no pictures - named the Financial Reporting Manual.

Also available from the SEC are: Selected Staff Accounting Bulletins and Compliance and Disclosure Interpretations.

Regulation S-X generally implicitly discusses US GAAP and intends to implement it widely, while increasingly permitting more non-GAAP measures where they may seem to have validity and relevance.

Regulation S-X was not developed in a vacuum but was rather devised by the SEC staff with copious input from accounting-related entities.

Because Regulation S-X is large and its impact on financial report is so pervasive, it is important to have a consistent terminology and to get it right from the beginning so that words and phrases have the same meaning throughout. Among other terms, certain basic terms are assigned meanings. For examples: Accountant's report, Amount, Certified, Control, Fiscal Year, Share, Wholly Owned Subsidiary, and so on.

A specific meaning is also given for "Summarized financial information".
A specific meaning is not given for the complex term Internal control over financial reporting, but reference is made to Rule 13a-15(f). As the failure to have such controls or properly implement them or use/provide their disclosure may come with penalties and since this phrase pervades thinking and rule-making in the securities industry, it is worth viewing this definition, a definition that requires management to be pro-active:

"The term internal control over financial reporting is defined as a process designed by, or under the supervision of, the issuer's principal executive and principal financial officers, or persons performing similar functions, and effected by the issuer's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

1. Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer;

2. Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer; and

3. Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer's assets that could have a material effect on the financial statements."

 

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