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SEC Filings Glossary

Regulation S-X

17 CFR Part 210

Definition

Regulation S-X is the body of SEC rules, codified at 17 CFR Part 210, that sets the form and content of the financial statements companies must include in registration statements, annual and quarterly reports, and proxy statements. Where GAAP governs how transactions are measured, Regulation S-X governs which financial statements must be filed, for which periods, how current they must be, and what they must show.

Under Rule 1-01, "financial statements" for these purposes include the notes and related schedules, not only the primary statements.

Full guide: How to Read a Balance Sheet: A Line-by-Line Guide

Details

Rule 1-01 applies Regulation S-X to Securities Act registration statements, Exchange Act registration statements and reports under Sections 13 and 15(d), proxy and information statements, and filings under the Investment Company Act, except where a specific form provides otherwise. The regulation is organized into articles. Article 3 sets the periods to be presented: Rule 3-01, for example, requires audited consolidated balance sheets as of the end of the two most recent fiscal years, with detailed rules on when an interim balance sheet must be added so a filing is not stale. Article 5 lists the line items commercial and industrial companies should show on the balance sheet (Rule 5-02) and statement of comprehensive income (Rule 5-03). Article 8 provides a scaled set of requirements for smaller reporting companies, and Article 10 covers interim statements. Article 11 covers pro forma financial information.

Forms point to Regulation S-X rather than restating it. Item 8 of Form 10-K requires financial statements meeting Regulation S-X, while smaller reporting companies may follow Article 8 instead. Item 1 of Form 10-Q refers to Rule 10-01, and Item 9.01 of Form 8-K uses Rule 3-05 for the financial statements of an acquired business.

Because every filer follows the same captions and period rules, Regulation S-X is a large part of why financial statements are comparable across companies, which in turn is what makes data sourced from EDGAR usable in standardized metrics.

FAQ

Q: What is the difference between Regulation S-X and Regulation S-K?

A: Regulation S-X covers the financial statements themselves, including notes and schedules. Regulation S-K covers the non-financial statement portions of filings, such as the business description, risk factors, and MD&A.

Q: How many years of balance sheets does Regulation S-X require?

A: Rule 3-01 requires audited balance sheets as of the end of the two most recent fiscal years, plus an interim balance sheet in certain filings made well after year end.

Q: Do smaller companies follow different Regulation S-X rules?

A: Yes. Smaller reporting companies may provide financial statements under Article 8 of Regulation S-X, a scaled set of requirements, instead of the standard articles.

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