SEC Publishes List of Companies Whose Officers Are Ordered To Certify Accuracy and Completeness of Recent Annual Reports


Investor confidence measure applies to the 945 largest SEC-registered publicly traded companies

Washington, D.C., June 28, 2002-The Securities and Exchange Commission today published a list of 945 companies whose chief executive and chief financial officers are now required to personally certify-in writing, under oath, and for publication-that their most recent reports filed with Commission are both complete and accurate. Officers who makefalse certifications will face personal liability.

"This is an unprecedented step to help restore investor confidence,' said SEC Chairman Harvey L. Pitt. "We are demanding that CEOs and CFOs swear that the numbers they've reported in their financial reports are correct and that they've left nothing important out."

The order is intended to assure the investing public and the SEC that the corporate disclosure in reports already filed this year with the Commission is in compliance with federal securities laws, or, provide information quickly about those companies where that is not the case. The Commission's order applies to companies with reported annual revenues in excess of $1.2 billion.

The order requires the principal executive and financial officers of SEC-registered companies to each file with the Commission a sworn written statement in which the officer must personally attest that the company's most recent periodic reports are materially truthful and complete or explain why such a statement would be incorrect.

The officers are required to file their written statements with the Commission no later than the close of business on the first date that their company is required to file a Form 10-K or Form 10-Q with the Commission on or after Aug. 14, 2002. The SEC intends to make the certifications available to the public on the SEC Web site. The certifications will apply to:

  • the company's most recent Annual Report on Form 10-K filed with the Commission;
  • all of the company's reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials filed with the Commission subsequent to the filing of the most recent Form 10-K; and
  • any amendments to any of the above.

The Commission's order and list of companies covered by the order have been posted on the SEC Web site at The Commission will also notify those covered by the order. For further information about the order, see Frequently Asked Questions About Commission Order No. 4-460 or call the SEC at (202) 942-2808.

Last modified: 6/28/2002