On December 23, 2013, the enclosure was replaced to reflect SEC’s correction of certain unaudited information in its agency financial report, as discussed on page 1 of the enclosure. 441 G St. N.W. Washington, DC 20548 December 16, 2013 The Honorable Mary Jo White Chair United States Securities and Exchange Commission Financial Audit: Securities and Exchange Commission’s Fiscal Years 2013 and 2012 Financial Statements Dear Ms. White: This report transmits the GAO auditor’s report on the results of our audits of the fiscal years 2013 and 2012 financial statements of the United States Securities and Exchange Commission (SEC) and its Investor Protection Fund (IPF),1 which is incorporated in the enclosed U.S. Securities and Exchange Commission Fiscal Year 2013 Agency Financial Report. As discussed more fully in the auditor’s report that begins on page 54 of the enclosed agency financial report, we found • the financial statements are presented fairly, in all material respects, in accordance with U.S. generally accepted accounting principles; • SEC maintained, in all material respects, effective internal control over financial reporting as of September 30, 2013, although internal control deficiencies regarding information security exist that merit attention by those charged with governance; and • no reportable noncompliance in fiscal year 2013 with provisions of applicable laws, regulations, contracts, and grant agreements we tested. The Accountability of Tax Dollars Act of 2002 requires that SEC annually prepare and submit audited financial statements to Congress and the Office of Management and Budget.2 The Securities Exchange Act of 1934, as amended in 2010 by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act), requires SEC to annually prepare and submit a complete set of audited financial statements for IPF to Congress.3 We agreed, under our audit authority, to audit SEC’s and IPF’s financial statements. Section 963 of the Dodd-Frank Act further requires that (1) SEC annually submit a report to Congress describing management’s responsibility for internal control over financial reporting and for assessing the effectiveness of 1IPF was established in 2010 by section 922 of the Dodd-Frank Wall Street Reform and Consumer Protection Act to fund the activities of SEC’s whistleblower award program and the SEC Office of Inspector General suggestion program. IPF is a separate SEC fund and its financial statements present SEC’s financial activity associated with its whistleblower and Inspector General suggestion programs. Accordingly, IPF’s financial transactions are also included in SEC’s overall financial statements. 231 U.S.C. § 3515. 3Section 21F(g)(5) of the Securities Exchange Act of 1934, 15 U.S.C. § 78u-6(g)(5). Page 1 GAO-14-213R SEC’s Financial Statements for Fiscal Years 2013 and 2012 such internal control during the fiscal year, (2) the SEC Chairman and Chief Financial Officer attest to SEC’s report, and (3) GAO attest to and report on the assessment made by SEC.4 Accordingly, this report also includes our reporting in response to the requirement under the Dodd-Frank Act. ________ We are sending copies of this report to the Chairmen and Ranking Members of the Senate Committee on Banking, Housing, and Urban Affairs; the Senate Committee on Homeland Security and Governmental Affairs; the House Committee on Financial Services; and the House Committee on Oversight and Government Reform. We are also sending copies to the Secretary of the Treasury, the Director of the Office of Management and Budget, and other interested parties. In addition, the report is available at no charge on the GAO website at http://www.gao.gov. If you or your staff have questions about this report, please contact me at (202) 512-3133 or [email protected]. Contact points for our Offices of Congressional Relations and Public Affairs may be found on the last page of this report. Sincerely yours, James R. Dalkin Director Financial Management and Assurance Enclosure 4Dodd-Frank Act, Pub. L. No. 111-203, § 963(a), (b) (2), 124 Stat. 1376, 1910 (2010), codified at 15 U.S.C. § 78d- 8(a), (b)(2). Page 2 GAO-14-213R SEC’s Financial Statements for Fiscal Years 2013 and 2012 U.S. SECURITIES AND EXCHANGE COMMISSION FISCAL YEAR 2013 AGENCY FINANCIAL REPORT About This Report The U.S. Securities and Exchange Commission’s (SEC) fiscal year (FY) 2013 Agency Financial Report (AFR) provides financial and high-level performance results that enable the President, Congress and the public to assess the SEC’s accomplishments and understand its financial picture. This report satisfies the reporting requirements contained in the following laws and regulations: • Accountability of Tax Dollars Act of 2002 • Chief Financial Officers Act of 1990, as amended by the Reports Consolidation Act of 2000 • Dodd-Frank Wall Street Reform and Consumer Protection Act Section 922 Whistleblower Protection, and Section 963 Annual Financial Controls Audit • Federal Financial Management Improvement Act of 1996 • Federal Managers Financial Integrity Act of 1982 • Government Management Reform Act of 1994 • GPRA Modernization Act of 2010 • Improper Payments Information Act of 2002, as amended by IPERA and IPERIA • Office of Management and Budget Circular A-123, Management’s Responsibility for Internal Controls • Office of Management and Budget Circular A-136, Financial Reporting Requirements • Recovery Auditing Act, Section 831, Defense Authorization Act, for 2002 For the second year in a row, the SEC is producing an AFR, with a primary focus on financial results, and an Annual Performance Report (APR), which focuses on strategic goals and performance results, in lieu of a combined Performance and Accountability Report. The FY 2013 APR will be included in the SEC FY 2015 Congressional Budget Justification in February 2014. Additionally, SEC will publish a Summary of Performance and Financial Information (SPFI), also to be released in February 2014. This AFR and prior year SEC AFRs are electronically available at www.sec.gov/about/secreports.shtml. To comment on this report, email [email protected]. Pages 2 and 18 of this FY 2013 Agency Financial Report were updated on December 17, 2013 to correct the error in the amount of disgorgement and penalties ordered in FY 2012, which was $3.1 billion, not $2.8 billion. Certificate of Excellence in Accountability Reporting For the seventh year in a row, the SEC received a Certificate of Excellence in Accountability Reporting from the Association of Government CERTIFICATE OF Accountants. The award EXCELLENCE IN ACCOUNTABILITY is presented to REPORTING® Federal Government agencies whose Presented to the annual reports U.S. Securities achieve the and Exchange Commission highest standards In recognition of your outstanding efforts in preparing the Agency Financial Report and Summary of Performance demonstrating and Financial Information for the fiscal year ended September 30, 2012. accountability and A Certificate of Excellence in Accountability Reporting is presented by AGA to federal government agencies whose Agency Financial Reports achieve the highest standards demonstrating communicating results. accountability and communicating results. Robert F. Dacey, CGFM, CPA Chair, Certificate of Excellence in Accountability Reporting Board Relmond P. Van Daniker, DBA, CPA Executive Director, AGA Contents Message from the Chair 2 Introduction to the Agency Financial Report 4 Management’s Discussion and Analysis 5 Vision, Mission, Values and Goals 6 History and Purpose 8 Organizational Structure and Resources 9 FY 2013 Year in Review 13 Looking Forward 28 Financial Highlights 33 Performance Highlights 40 Verification and Validation of Performance Data 40 Strategic and Performance Planning Framework 40 Performance Achievements 42 Management Assurances 45 Annual Assurance Statement 45 Financial Section 51 Message from the Chief Financial Officer 52 Report of Independent Auditors 54 Enclosure I: Management’s Response to Audit Opinion 61 Financial Statements 64 Notes to the Financial Statements 70 Required Supplementary Information (Unaudited) 98 Investor Protection Fund Financial Statements 102 Notes to the Investor Protection Fund Financial Statements 104 Other Information 109 Schedule of Spending 110 Inspector General’s Statement on Management and Performance Challenges 112 Management’s Response to Inspector General’s Statement 116 Summary of Financial Statement Audit and Management Assurances 120 Improper Payments Elimination and Recovery Act Reporting Details 121 Appendices 123 Appendix A: Chair and Commissioners 124 Appendix B: Major Enforcement Cases 127 Appendix C: SEC Divisions and Offices 145 Appendix D: Glossary of Selected Terms 147 Appendix E: Acronyms 151 Available on the Web at www.sec.gov/about/secafr2013.shtml To contact the SEC, please see www.sec.gov or “Contact Us” at www.sec.gov/contact.shtml. To comment on this report, email [email protected]. For further information on selected terms and topics, please see “Fast Answers” at www.sec.gov/answers.shtml. 2013 AGENCY FINANCIAL REPORT • MESSAGE FROM THE CHAIR Message from the Chair Over the past year, the men rules that would require sponsors of securitization transactions and women of the Securities to retain a portion of the risk in the product being sold. The and Exchange Commission Commission acted as well to improve the supervision of continued to demonstrate clearing agencies; put in place a new regulatory regime for an unyielding commitment to municipal advisors; and adopted the