(B) SAVINGS PROVISION.—Nothing in this 
subsection may be construed to prohibit an au-
thorized official of a State from initiating or 
continuing any proceeding in a court of the 
State for a violation of any civil or criminal law 
of the State. 
(8) EFFECT ON STATE LAWS.—Nothing in this 
section shall preempt or otherwise affect any State 
or local law. 
SEC. 4. 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 re-
quired 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. 
VerDate Sep 11 2014 
04:10 Feb 23, 2024
Jkt 049200
PO 00000
Frm 00016
Fmt 6652
Sfmt 6201
E:\BILLS\H7390.IH
H7390
kjohnson on DSK7ZCZBW3PROD with $$_JOB
(4) FORM
10–Q.—The term ‘‘Form 10–Q’’ 
means the form described in section 240.15d–13 of 
title 17, Code of Federal Regulations, or any suc-
cessor regulation. 
(5) ISSUER.—The term ‘‘issuer’’ has the mean-
ing given the term in section 3(a) of the Securities 
Exchange Act of 1934 (15 U.S.C. 78c(a)). 
(b) INCLUSION IN FILING.—Each covered issuer, in 
each Form 10–K or Form 10–Q that the covered issuer 
is required to file in a quarter following a covered quarter, 
shall include in the filing the following information with 
respect to that covered quarter, as compared with the 
quarter preceding that covered quarter: 
(1) The percentage change in the volume of 
goods or services sold, and the percentage change in 
the average sales price of those goods or services, 
which shall be broken down by material product cat-
egories, when relevant, and presented in a tabular 
format. 
(2) The gross margins of the covered issuer, 
which shall be broken down by material product cat-
egories, when relevant, and presented in a tabular 
format. 
VerDate Sep 11 2014 
04:10 Feb 23, 2024
Jkt 049200
PO 00000
Frm 00017
Fmt 6652
Sfmt 6201
E:\BILLS\H7390.IH
H7390
kjohnson on DSK7ZCZBW3PROD with $$_JOB
(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 serv-
ices 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 cat-
egory 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 pric-
ing strategy of the covered issuer, which shall in-
clude— 
(A) an explanation for any increase in the 
gross margins of material product categories, 
including all material causes for such an in-
crease, an explanation of how each such mate-
rial cause affected such an increase, and a de-
scription of the relative importance of each such 
material cause with respect to such an increase; 
VerDate Sep 11 2014 
04:10 Feb 23, 2024
Jkt 049200
PO 00000
Frm 00018
Fmt 6652
Sfmt 6201
E:\BILLS\H7390.IH
H7390
kjohnson on DSK7ZCZBW3PROD with $$_JOB
(B) an explanation for the decisions made 
by the covered issuer with respect to the prices 
of goods or services sold by the covered issuer; 
(C) if the covered issuer increased prices at 
a rate that was greater than the rate at which 
the costs incurred by the covered issuer in-
creased, the rationale and objectives for increas-
ing prices in such a manner; and 
(D) a description of conditions under 
which the covered issuer plans to modify pricing 
after the date on which the covered issuer sub-
mits the filing. 
(c) REGULATIONS.—Not later than 180 days after 
the date of enactment of this Act, the Securities and Ex-
change Commission shall issue final regulations, or amend 
existing regulations of the Commission, to carry out this 
section. 
(d) EFFECTIVE DATE.—This section shall take effect 
on the date on which the Securities and Exchange Com-
mission issues final regulations under subsection (c) or 
completes the amendments required under that sub-
section, as applicable. 
SEC. 5. FUNDING. 
In addition to amounts otherwise available, there is 
appropriated to the Commission for fiscal year 2024, out 
VerDate Sep 11 2014 
04:10 Feb 23, 2024
Jkt 049200
PO 00000
Frm 00019
Fmt 6652
Sfmt 6201
E:\BILLS\H7390.IH
H7390
kjohnson on DSK7ZCZBW3PROD with $$_JOB
of any money in the Treasury not otherwise appropriated, 
$1,000,000,000, to remain available until September 30, 
2032, for carrying out work of the Commission. 
Æ 
VerDate Sep 11 2014 
04:10 Feb 23, 2024
Jkt 049200
PO 00000
Frm 00020
Fmt 6652
Sfmt 6301
E:\BILLS\H7390.IH
H7390
kjohnson on DSK7ZCZBW3PROD with $$_JOB