Securities Act Release No. 5133

Securities Exchange Act Release No. 9083

February 18, 1971, 36 F. R. 4483

INTERPRETATIONS REGARDING REGISTRATION AND REPORTING

The Securities and Exchange Commission announced today certain interpretations with regard to its requirements for registration statements and reports filed with the Commission under the Securities Act of 1933 and the Securities Exchange Act of 1934. These interpretations, and related explanatory material, concern the information required in regard to the description of business, the summary of operations and financial statements.

FORM 10

Item 1. Business

Information falling within the scope of paragraph (d) with regard to business dependent upon a single customer or a very few customers, or within paragraph (e) with regard to operations outside the United States, is required to be included in response to paragraph (c)(1), "Information as to lines of business," or (c)(2), "Information as to classes of similar products or services," or both paragraphs (c)(1) and (c)(2) as may be appropriate, if (1) such disclosure is specifically required by paragraph (c)(1) with respect to a line of business, (2) such disclosure is specifically required by paragraph (c)(2) with respect to a class of similar products or services, or (3) the omission of such information would render the response to the item misleading.

Item 2. Summary of Operations.

Where per share earnings are disclosed, pursuant to instruction 3, the information with respect to the computation of per share earnings on both primary and fully diluted bases, presented by exhibit or otherwise, must be furnished even though the amounts of per share earnings on the fully diluted basis are not required to be stated under the provisions of Accounting Principles Board Opinion No. 15. That Opinion provides that any reduction of less than 3% need not be considered as dilution (see footnote to paragraph 14 of the Opinion) and that a computation on the fully diluted basis which results in improvement of earnings per share not be taken into account (see paragraph 40 of the Opinion).

FORM 10-K

Item 1. Business.

Item 2. Summary of Operations.

The comments above with respect to Items 1 and 2 of Form 10 are applicable to Items 1 and 2 of Form 10-K.

Financial Statements.

I. Notes to financial statements

Notes to financial statements must be furnished for both of the two years for which such statements are required to be furnished. Preferably such notes should be integrated.

Where pursuant to Rule 12b-23 financial statements contained in a prospectus, proxy statement or report to security holders are incorporated by reference in a report on Form 10-K (and copies of the statements filed with the report as required by that rule) any so-called compliance or supplemental notes required by Regulation S-X which are not included in the prospectus, proxy statement or report to security holders, as the case may be, must be filed with the rport on Form 10-K within 90 days after the end of the fiscal year covered by the report on Form 10-K within 90 days struction A to Form 10-K with respect to the filing of schedules within 120 days after the end of the fiscal year does not apply to such notes.

II. Schedules to financial statements

The requirements with respect to the furnishings of schedules to financial statements appear in Rule 5-04 of Regulation S-X, entitled "What Schedules Are To Be Filed."  Paragraph (a)(1) of that rule provides that certain schedules shall be filed as of the date of the most recent balance sheet filed and paragraph (a)(2) provides that certain other schedules shall be filed for each period for which a profit and loss statement is filed. As applied to Form 10-K, which requires financial statements for two fiscal years, this means that the schedules called for by paragraph (a)(1) need be furnished only as of the end of the latest fiscal year, but that those called for by paragraph (a)(2) are to be furnished for both fiscal years.

III. Manually signed opinions of accountants covering the financial statements and schedules are required by the provisions of Article 2 of Regulation S-X.

IV. Incorporation by reference

In order that the microfiche system for the public dissemination of reports and documents filed with the Commission may work, Rule 12b-23, "Incorporation by Reference," was amended, effective February 4, 1971, to provide that copies of information or financial statements incorporated by reference, or copies of the pertinent pages of any document containing such information or statement, be filed with the registration statement or report in which it is so incorporated.

FORM S-1

Item 6. Summary of Earnings.

The comments above with respect to Item 2 of Form 10 are applicable to Instruction 2 to this item.

Where earnings per share are shown, in response to the requirements of Accounting Principles Board Opinion No. 15 or otherwise, the information or exhibit with respect to the computation of earnings per share, mentioned above in connection with Item 2 of Form 10 should be furnished.

Item 9. Description of Business.

The comments above with respect to Item 1 of Form 10 are applicable to the similar provisions of this item.

FORM S-7

Item 5. Business.

The comments above with respect to Item 1 of Form 10 are applicable to the similar provisions of this item.

FORM S-8

Item 11. Summary of Earnings.

Where earnings per share are shown, in response to the requirements of Accounting Principles Board Opinion No. 15, or otherwise, the information, or exhibit, with respect to the computation of earnings per share, mentioned above in connection with Item 2 of Form 10 should be furnished.

 FORM S-11

Item 6. Summary Financial Data.

The comments above with respect to Item 2 of Form 10 are applicable to Instruction 4 to this item.

By the Commission.