Disclosures in SEC filings

(a) Definitions In this section: (1) Covered issuer The term covered issuer means an issuer that— (A) has a covered quarter; and (B) in the quarter following the covered quarter described in subparagraph (A), is required to submit Form 10–Q or Form 10–K. (2) Covered quarter The term covered quarter means a quarter during which there is an exceptional market shock. (3) Form 10–K The term Form 10–K means the form described in section 249.310 of title 17, Code of Federal Regulations, or any successor regulation. (4) Form 10–Q The term Form 10–Q means the form described in section 240.15d–13 of title 17, Code of Federal Regulations, or any successor regulation. (5) Issuer The term issuer has the meaning given the term in section 3(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)). (b) Inclusion in filing Each covered issuer, in each Form 10–K or Form 10–Q that the covered issuer is required to file in a quarter following a covered quarter, shall include in the filing the following information with respect to that covered quarter, as compared with the quarter preceding that covered quarter: (1) The percentage change in the volume of goods or services sold, and the percentage change in the average sales price of those goods or services, which shall be broken down by material product categories, when relevant, and presented in a tabular format. (2) The gross margins of the covered issuer, which shall be broken down by material product categories, when relevant, and presented in a tabular format. (3) Presented in tabular format, the share of the increase in revenue of the covered issuer that is attributable to— (A) a change in the cost of goods or services sold by the covered issuer; and (B) a change in the volume of goods or services sold by the covered issuer. (4) The percentage change in the costs of the covered issuer, which shall be broken down by category and presented in tabular format. (5) In dollars, the change in the costs of the covered issuer and the revenue of the covered issuer, which shall be presented in tabular format. (6) A detailed narrative disclosure of the pricing strategy of the covered issuer, which shall include— (A) an explanation for any increase in the gross margins of material product categories, including all material causes for such an increase, an explanation of how each such material cause affected such an increase, and a description of the relative importance of each such material cause with respect to such an increase; (B) an explanation for the decisions made by the covered issuer with respect to the prices of goods or services sold by the covered issuer; (C) if the covered issuer increased prices at a rate that was greater than the rate at which the costs incurred by the covered issuer increased, the rationale and objectives for increasing prices in such a manner; and (D) a description of conditions under which the covered issuer plans to modify pricing after the date on which the covered issuer submits the filing. (c) Regulations Not later than 180 days after the date of enactment of this Act, the Securities and Exchange Commission shall issue final regulations, or amend existing regulations of the Commission, to carry out this section. (d) Effective date This section shall take effect on the date on which the Securities and Exchange Commission issues final regulations under subsection (c) or completes the amendments required under that subsection, as applicable.