##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2005
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR
THE TRANSITION PERIOD FROM

TO
 Commission file number 0-17942
 IEA INCOME FUND VIII,
A California Limited Partnership
  California
(State or other jurisdiction of
incorporation or organization)
    
    94-3046886
(I.R.S. Employer
Identification No.)
 
 
 þ o
 o þ




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IEA INCOME FUND VIII,
A California Limited Partnership
 Report on Form 10-Q for the Quarterly Period
Ended June 30, 2005
 TABLE OF CONTENTS
  
  PART I  FINANCIAL INFORMATION
    
    
    3Item 1. Financial Statements
    
    
    3Condensed Balance Sheets  June 30, 2005 and December 31, 2004 (unaudited)
    
    
    4Condensed Statements of Operations for the three and six months ended June 30, 2005 and 2004 (unaudited)
    
    
    5Condensed Statements of Cash Flows for the six months ended June 30, 2005 and 2004 (unaudited)
    
    
    6Notes to Condensed Financial Statements (unaudited)
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    13Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    19Item 4. Controls and Procedures
    
    
    19PART II  OTHER INFORMATION
    
    
    20Item 1. Legal Proceedings
    
    
    20Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    20Item 3. Defaults Upon Senior Securities
    
    
    20Item 4. Submissions of Matters to a Vote of Securities Holders
    
    
    20Item 5. Other Information
    
    
    20Item 6. Exhibits
    
    
    20EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32
  2




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PART I  FINANCIAL INFORMATION
 
 Financial Statements
   3




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IEA INCOME FUND VIII,
A California Limited Partnership
 
 Condensed Balance Sheets
 (Unaudited)
 June 30,
    
    December 31,2005
    
    2004AssetsCurrent assets:Cash and cash equivalents, includes $244,590 at June 30, 2005 and
$240,959 at December 31, 2004 in interest-bearing accounts
    
    $
    259,590
    
    
    $
    255,959Net lease receivables due from Leasing Company
(notes 1 and 2)
    
    
    3,895
    
    
    
    75,079Sales-type lease receivable held for sale, net of unearned income (note 3)
    
    
    44,430
    
    
    
    Container rental equipment held for sale, net of accumulated depreciation
of $690,002 at June 30, 2005 and $  at December 31, 2004 (note 1)
    
    
    215,110
    
    
    
    Total current assets
    
    
    523,025
    
    
    
    331,038Container rental equipment, net of accumulated depreciation of
$  at June 30, 2005 and $849,653 at December 31, 2004 (note 1)
    
    
    
    
    
    
    251,006Total assets
    
    $
    523,025
    
    
    $
    582,044Partners CapitalPartners capital (deficit):General partner
    
    $
    (124,182
    )
    
    $
    (172,630
    )Limited partners
    
    
    647,207
    
    
    
    754,674Total partners capital
    
    $
    523,025
    
    
    $
    582,044
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IEA INCOME FUND VIII,
A California Limited Partnership
 
 Condensed Statements of Operations
 (Unaudited)
 Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,
    
    June 30,
    
    June 30,2005
    
    2004
    
    2005
    
    2004Net lease revenue (notes 1 and 4)
    
    $
    17,672
    
    
    $
    42,242
    
    
    $
    38,919
    
    
    $
    78,245Other operating income (expenses):Depreciation
    
    
    (5,411
    )
    
    
    (13,422
    )
    
    
    (11,387
    )
    
    
    (27,624
    )Other general and administrative expenses
    
    
    (15,389
    )
    
    
    (13,030
    )
    
    
    (28,015
    )
    
    
    (26,671
    )Net gain on disposal of equipment
    
    
    37,074
    
    
    
    15,522
    
    
    
    60,125
    
    
    
    33,829Income from operations
    
    
    33,946
    
    
    
    31,312
    
    
    
    59,642
    
    
    
    57,779Other income:Interest income
    
    
    1,237
    
    
    
    154
    
    
    
    2,240
    
    
    
    320Net income
    
    $
    35,183
    
    
    $
    31,466
    
    
    $
    61,882
    
    
    $
    58,099Allocation of net income:General partner
    
    $
    35,183
    
    
    $
    21,055
    
    
    $
    61,882
    
    
    $
    47,688Limited partners
    
    
    
    
    
    
    10,411
    
    
    
    
    
    
    
    10,411$
    35,183
    
    
    $
    31,466
    
    
    $
    61,882
    
    
    $
    58,099Limited partners per unit share of net
income
    
    $
    
    
    
    $
    0.48
    
    
    $
    
    
    
    $
    0.48
  5




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IEA INCOME FUND VIII,
A California Limited Partnership
 
 Condensed Statements of Cash Flows
 (Unaudited)
 Six Months EndedJune 30,
    
    June 30,2005
    
    2004Net cash provided by operating activities
    
    $
    9,788
    
    
    $
    40,412Cash provided by investing activities:Proceeds from sale of rental equipment
    
    
    83,241
    
    
    
    69,563Payment received from sales-type lease for sale of rental equipment
    
    
    31,503
    
    
    
    114,744
    
    
    
    69,563Cash flows used in financing activities:Distribution to general partner
    
    
    (13,434
    )
    
    
    (15,113
    )Distribution to limited partners
    
    
    (107,467
    )
    
    
    (120,900
    )(120,901
    )
    
    
    (136,013
    )Net increase (decrease) in cash and cash equivalents
    
    
    3,631
    
    
    
    (26,038
    )Cash and cash equivalents at the beginning of the period
    
    
    255,959
    
    
    
    293,068Cash and cash equivalents at the end of the period
    
    $
    259,590
    
    
    $
    267,030
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IEA INCOME FUND VIII,
A California Limited Partnership
 
 Notes to Unaudited Condensed Financial Statements
 Summary of Significant Accounting Policies
 Nature of Operations
     Leasing Company and Leasing Agent Agreement
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IEA INCOME FUND VIII,
A California Limited Partnership
 Notes to Unaudited Condensed Financial Statements
 (b)
    
    Leasing Company and Leasing Agent Agreement (continued)The Leasing Agent Agreement generally provides that the Leasing Company will make
payments to the Partnership based upon rentals collected from ocean carriers after
deducting direct operating expenses and management fees to CCC and the Leasing Company.
The Leasing Company leases containers to ocean carriers, under operating leases which are
either master leases or term leases (mostly one to five years) and sales-type leases.
Master leases do not specify the exact number of containers to be leased or the term that
each container will remain on hire but allow the ocean carrier to pick up and drop off
containers at various locations, and rentals are based upon the number of containers used
and the applicable per-diem rate. Accordingly, rentals under master leases are all
variable and contingent upon the number of containers used. Sales-type leases have fixed
payment terms and provide the lessee with a purchase option. The net investment in
sales-type leases represents a receivable due from the Leasing Company, net of unearned
income. Unearned income, when recognized, is reflected in the Partnerships statements of
operations, providing a constant return on capital over the lease term. Unearned income is
recorded as part of the net lease receivable due from the Leasing Company.(c)
    
    Basis of AccountingThe Partnership utilizes the accrual method of accounting. Net lease revenue is recorded
by the Partnership in each period based upon its leasing agent agreement with the Leasing
Company. Net lease revenue is generally dependent upon operating lease rentals from
operating lease agreements between the Leasing Company and its various lessees, less direct
operating expenses and management fees due in respect of the containers specified in each
operating lease agreement.(d)
    
    Use of EstimatesThe financial statements are prepared in conformity with accounting principles
generally accepted in the United States of America (GAAP), which requires the Partnership
to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during the reported
period. Actual results could differ from those estimates.The most significant estimates included within the financial statements are the container
rental equipment estimated useful lives and residual values, and the estimate of future
cash flows from container rental equipment operations, used to determine the carrying value
of container rental equipment in accordance with SFAS No. 144. Considerable judgment is
required in estimating future cash flows from container rental equipment operations.
Accordingly, the estimates may not be indicative of the amounts that may be realized in
future periods. As additional information becomes available in subsequent periods,
recognition of an impairment of the container rental equipment carrying values may be
necessary based upon changes in market and economic conditions.
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IEA INCOME FUND VIII,
A California Limited Partnership
 Notes to Unaudited Condensed Financial Statements
 (e)
    
    Container Rental Equipment and Container Rental Equipment Held for SaleContainer rental equipment is depreciated using the straight-line basis. Depreciation
policies are evaluated to determine whether subsequent events and circumstances warrant
revised estimates of useful lives.In accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived
Assets, container rental equipment is considered to be impaired if the carrying value of
the asset exceeds the expected future cash flows from related operations (undiscounted and
without interest charges). If impairment is deemed to exist, the assets are written down
to fair value. An analysis is prepared each quarter projecting future cash flows from
container rental equipment operations. Current and projected utilization rates, per-diem
rental rates, direct operating expenses, fleet size and container disposals are the primary
variables utilized by the analysis. Additionally, the Partnership evaluates future cash
flows and potential impairment by container type rather than for each individual container,
and as a result, future losses could result for individual container dispositions due to
various factors, including age, condition, suitability for continued leasing, as well as
the geographical location of containers when disposed. At June 30, 2005, all of the
Partnerships containers were identified as held for sale. CCC and the Partnership
evaluated the recoverability of the carrying value of the containers, now classified as
held for sale, taking into consideration the sales price for the Operating Containers
reflected by the various bids received in response to the RFP, and the projected future
cash flows for the remaining off-hire rental equipment containers. It was concluded that
the estimated market value of these containers was higher than the carrying value. As a
result of this evaluation, CCC and the Partnership determined impairment charges were not
required for the three and six-month periods ended June 30, 2005. Additionally,
depreciation of these containers ended as of the date of their reclassification. There
were no impairment charges for the three and six-month periods ended June 30, 2004.(f)
    
    Partners Capital AccountsUpon dissolution, the assets of the Partnership will be sold and the proceeds thereof
distributed as follows: (i) all of the Partnerships debts and liabilities to persons other
than CCC or the limited partners shall be paid and discharged; (ii) all of the
Partnerships debts and liabilities to CCC and the limited partners shall be paid and
discharged; and (iii) the balance of such proceeds shall be distributed to CCC and the
limited partners in accordance with the positive balances of CCC and the limited partners
capital accounts. CCC shall contribute to the Partnership, if necessary, an amount equal
to the deficit balance in its capital account at the time of such liquidation, after giving
effect to the allocation of income or loss arising from the liquidation of the
Partnerships assets.(g)
    
    Financial Statement PresentationThese financial statements have been prepared without audit pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance with
accounting principles generally accepted in the United States of America (GAAP) have been
condensed or omitted pursuant to such rules and regulations, although the Patnership
believes that the disclosures are adequate to make the information presented not
misleading. It is suggested that these financial statements be read in conjunction with
the financial statements and accompanying notes in the Partnerships December 31, 2004
Annual Report on Form 10-K.The interim financial statements presented herewith reflect in the opinion of
management, all adjustments of a normal recurring nature necessary to present fairly the results
for the interim periods presented. The results of operations for such interim periods are
not necessarily indicative of the results to be expected for the full year.
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IEA INCOME FUND VIII,
A California Limited Partnership
 Notes to Unaudited Condensed Financial Statements
 (2)
    
    Net Lease Receivables Due from Leasing CompanyNet lease receivables due from the Leasing Company are determined by deducting direct operating
payables and accrued expenses, base management fees payable, and reimbursed administrative
expenses payable, and incentive fees payable to CCC and its affiliates from the rental billings
earned by the Leasing Company under operating leases and sales-type leases to ocean carriers
for the containers owned by the Partnership as well as proceeds earned from container
disposals. Net lease receivables at June 30, 2005 and December 31, 2004 were as follows:
 June 30,
    
    December 31,2005
    
    2004Gross lease receivables
    
    $
    81,139
    
    
    $
    69,740Sales-type lease receivables (net of unearned
income) (see note 3)
    
    
    
    
    
    
    75,93381,139
    
    
    
    145,673Less:Direct operating payables and accrued expenses
    
    
    53,558
    
    
    
    49,039Base management fees payable
    
    
    2,683
    
    
    
    1,586Reimbursed administrative expenses
    
    
    1,197
    
    
    
    1,411Allowance for doubtful accounts
    
    
    12,249
    
    
    
    11,002Incentive fees
    
    
    7,557
    
    
    
    7,55677,244
    
    
    
    70,594Net lease receivables
    
    $
    3,895
    
    
    $
    75,079
 (3)
    
    Sales-Type Lease Receivable Held for SaleOn December 1, 2004, the Leasing Company, on behalf of the Partnership, amended a term
lease agreement with one lessee to include a bargain purchase option. As a result of the
amendment, the Partnership reclassified the term lease agreement as a sales-type lease,
recorded a sales-type lease receivable and recognized the sale of 410 on-hire containers that
were subject to the amended term lease agreement. The sales-type lease expires March 31, 2006.At June 30, 2005, the minimum future lease rentals under this sales-type lease, net of
unearned income are:
 Gross Sales-Type
    
    Unearned Sales-
    
    Net Minimum FutureLease Receivable
    
    Type Lease Income
    
    Sales-Type Lease Rentals2005
    
    $
    30,332
    
    
    $
    996
    
    
    $
    29,3362006
    
    
    15,247
    
    
    
    153
    
    
    
    15,094Total
    
    $
    45,579
    
    
    $
    1,149
    
    
    $
    44,430
 At June 30, 2005, the sales-type lease receivable had been identified as held for sale,
and accordingly was reclassified from Net Lease Receivables Due from Leasing Company. The
Partnership evaluated the recoverability of the carrying value of the sales-type lease
receivable, now classified as held for sale, taking into consideration the sales price for the
Sales-Type Lease Containers reflected by the various bids received in response to the RFP.
Accordingly, there was no impairment charge to the carrying value of the sales-type lease
receivable for the three and six-month periods ended June 30, 2005.
  
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IEA INCOME FUND VIII,
A California Limited Partnership
 Notes to Unaudited Condensed Financial Statements
 (4)
    
    Net Lease RevenueNet lease revenue is determined by deducting direct operating expenses, base management
and incentive fees and reimbursed administrative expenses to CCC from the rental revenue earned
by the Leasing Company under operating leases to ocean carriers for the containers owned by the
Partnership. Net lease revenue for the three and six-month periods ended June 30, 2005 and
2004 was as follows:
 Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,
    
    June 30,
    
    June 30,2005
    
    2004
    
    2005
    
    2004Rental revenue (note 5)
    
    $
    41,318
    
    
    $
    63,394
    
    
    $
    80,986
    
    
    $
    126,720Interest income from sales-type lease
    
    
    851
    
    
    
    
    
    
    
    1,941
    
    
    
    42,169
    
    
    
    63,394
    
    
    
    82,927
    
    
    
    126,720Less:Rental equipment operating expenses
    
    
    9,327
    
    
    
    9,507
    
    
    
    15,107
    
    
    
    18,763Base management fees
    
    
    3,833
    
    
    
    4,357
    
    
    
    7,626
    
    
    
    8,814Incentive fees
    
    
    7,557
    
    
    
    2,754
    
    
    
    13,435
    
    
    
    11,754Reimbursed administrative expensesSalaries
    
    
    2,794
    
    
    
    3,174
    
    
    
    5,582
    
    
    
    6,478Other payroll related expenses
    
    
    320
    
    
    
    358
    
    
    
    865
    
    
    
    652General and administrative
expenses
    
    
    666
    
    
    
    1,002
    
    
    
    1,393
    
    
    
    2,01424,497
    
    
    
    21,152
    
    
    
    44,008
    
    
    
    48,475Net lease revenue
    
    $
    17,672
    
    
    $
    42,242
    
    
    $
    38,919
    
    
    $
    78,245
 (5)
    
    Operating SegmentAn operating segment is a component of an enterprise that engages in business activities from
which it may earn revenues and incur expenses, whose operating results are regularly reviewed
by the enterprises chief operating decision maker to make decisions about resources to be
allocated to the segment and assess its performance, and about which separate financial
information is available. CCC and the Leasing Company operate the Partnerships container
fleet as a homogenous unit and have determined that as such it has a single reportable
operating segment.The Partnership derives its revenues from dry cargo containers used by its customers in global
trade routes. As of June 30, 2005, the Partnership operated 385 twenty-foot, 311 forty-foot
and 19 forty-foot high-cube marine dry cargo containers.Due to the Partnerships lack of information regarding the physical location of its fleet of
containers when on lease in the global shipping trade, the Partnership believes that it does
not possess discernible geographic reporting segments as defined in SFAS No. 131 (SFAS 131),
Disclosures about Segments of an Enterprise and Related Information.
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IEA INCOME FUND VIII,
A California Limited Partnership
 Notes to Unaudited Condensed Financial Statements
 (6)
    
    Subsequent EventOn July 7, 2005, CCC distributed an RFP to various third parties for the purpose of soliciting
their interest in purchasing the Partnerships remaining Operating Containers and Sales-Type
Containers. On July 21, 2005, CCC selected two third-party bidders to commence their due
diligence of the Partnerships on-hire containers and their associated leases. Until a
definitive agreement for the sale of the Partnerships containers is entered into, neither the
Partnership nor the bidders will be obligated to sell or purchase the Partnerships remaining
containers. The Partnership is seeking to consummate the sale of its remaining containers by
August 31, 2005.Upon completion of the asset sales, the Partnership will enter the final phase of its
liquidation and wind-up stage of operations by disposing of its remaining off-hire container
fleet and focusing on the collection of its lease receivables and payment of its direct
operating expenses, management and incentive fees and reimbursed administrative expenses, all
of which are components of net lease receivables. The Partnership will thereafter undertake a
final distribution to its partners, then cancel the Certificate of Limited Partnership, thus
terminating and dissolving the Partnership. CCC will suspend the August 2005 cash distribution,
with the intention of making one or more liquidating distributions to the Limited Partners on
or before November 30, 2005.Additionally, since the sale of the Partnerships remaining containers appears imminent, the
General Partner is suspending all transfers of outstanding units at this time.
 
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Managements Discussion and Analysis of Financial Condition and Results of
Operations
   Market Overview
    13




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Results of Operations
   
    
    Activity-related expenses including agent and depot costs such as repairs, maintenance
and handling.
    
    Inventory-related expenses for off-hire containers, comprising storage and
repositioning costs. These costs are sensitive to the quantity of off-hire containers as
well as the frequency at which containers are re-delivered.
    
    Legal and other expenses including legal costs related to the recovery of containers
and doubtful accounts, insurance and provisions for doubtful accounts.
  40-Foot20-Foot
    
    40-Foot
    
    High-CubeContainers on lease:Master lease
    
    
    91
    
    
    
    57
    
    
    
    13Term leaseShort term1
    
    
    43
    
    
    
    66
    
    
    
    5Long term2
    
    
    17
    
    
    
    9
    
    
    
    Sales-type lease
    
    
    217
    
    
    
    167
    
    
    
    Subtotal
    
    
    368
    
    
    
    299
    
    
    
    18Containers off lease
    
    
    17
    
    
    
    12
    
    
    
    1Total container fleet
    
    
    385
    
    
    
    311
    
    
    
    19
 40-Foot20-Foot
    
    40-Foot
    
    High-CubeUnits
    
    %
    
    Units
    
    %
    
    Units
    
    %Total purchases
    
    
    2,244
    
    
    
    100
    %
    
    
    2,396
    
    
    
    100
    %
    
    
    150
    
    
    
    100
    %Less disposals
    
    
    1,859
    
    
    
    83
    %
    
    
    2,085
    
    
    
    87
    %
    
    
    131
    
    
    
    87
    %Remaining fleet at June 30, 2005
    
    
    385
    
    
    
    17
    %
    
    
    311
    
    
    
    13
    %
    
    
    19
    
    
    
    13
    %
 1.
    
    Short-term leases represent term leases that are either scheduled for renegotiation or
that may expire on or before June 30, 2006.2.
    
    Long-term leases represent term leases, the majority of which will expire between July
2006 and December 2008.
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Three Months Ended June 30, 2005 Compared to the Three Months Ended June 30, 2004
 Net lease revenue
 Three Months EndedJune 30,
    
    June 30,2005
    
    2004Average fleet size (measured in twenty-foot equivalent units (TEU))
    
    
    1,088
    
    
    
    1,354Average utilization
    
    
    96
    %
    
    
    94
    %
  Depreciation expense
 Other general and administrative expenses
 Net gain on disposal of equipment
  Six Months Ended June 30, 2005 Compared to the Six Months Ended June 30, 2004
 Net lease revenue
 Six Months EndedJune 30,
    
    June 30,2005
    
    2004Average fleet size (measured in twenty-foot equivalent units (TEU))
    
    
    1,120
    
    
    
    1,386Average utilization
    
    
    96
    %
    
    
    93
    %
 16




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Depreciation expense
 Other general and administrative expenses
 Net gain on disposal of equipment
 Liquidity and Capital Resources
   17




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Cash from Operating Activities
 Cash from Investing Activities
 Cash from Financing Activities
 Critical Accounting Policies
  
    
    Container equipment  depreciable lives
    
    Container equipment  valuation
    
    Allowance for doubtful accounts
  Inflation
  18




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Quantitative and Qualitative Disclosures About Market Risk
 Exchange rate risk:
 
 Controls and Procedures
   19




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PART II  OTHER INFORMATION
 
   
   
   
   
   
   ExhibitNo.
    
    Description
    
    Method of Filing3(a)
    
    Limited Partnership Agreement, amended
and restated as of October 13, 1987
    
    *3(b)
    
    Certificate of Limited Partnership
    
    **31.1
    
    Rule 13a-14 Certification
    
    Filed with this document31.2
    
    Rule 13a-14 Certification
    
    Filed with this document32
    
    Section 1350 Certification
    
    Filed with this document
***
 
 *
    
    Incorporated by reference to Exhibit A to the Prospectus of the Partnership dated October
13, 1987, included as part of Registration Statement on Form S-1 (No. 33-16984)**
    
    Incorporated by reference to Exhibit 3.4 to the Registration Statement on Form S-1 (No.
33-16984)***
    
    This certification, required by Section 906 of the Sarbanes-Oxley Act of 2002, other than as
required by Section 906, is not to be deemed filed with the Commission or subject to the
rules and regulations promulgated by the Commission under the Securities Exchange Act of 1934,
as amended, or to the liabilities of Section 18 of said Act. 
 20




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SIGNATURES
  IEA INCOME FUND VIII,
A California Limited Partnership
By Cronos Capital Corp.
The General Partner By    /s/ Dennis J. TietzDennis J. TietzPresident and Director of Cronos
Capital Corp. (CCC)
Principal Executive Officer of CCC By    /s/ John KallasJohn KallasChief Financial Officer and
Director of Cronos Capital Corp. (CCC) 
Principal Financial and Accounting Officer of CCC  21




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EXHIBIT INDEX
 ExhibitNo
    
    Description
    
    Method of Filing3(a)
    
    Limited Partnership Agreement, amended
and restated as of October 13, 1987
    
    *3(b)
    
    Certificate of Limited Partnership
    
    **31.1
    
    Rule 13a-14 Certification
    
    Filed with this document31.2
    
    Rule 13a-14 Certification
    
    Filed with this document32
    
    Section 1350 Certification
    
    Filed with this document
***
 
 *
    
    Incorporated by reference to Exhibit A to the Prospectus of the Partnership dated October
13, 1987, included as part of Registration Statement on Form S-1 (No. 33-16984)**
    
    Incorporated by reference to Exhibit 3.4 to the Registration Statement on Form S-1 (No.
33-16984)***
    
    This certification, required by Section 906 of the Sarbanes-Oxley Act of 2002, other than as
required by Section 906, is not to be deemed filed with the Commission or subject to the
rules and regulations promulgated by the Commission under the Securities Exchange Act of 1934,
as amended, or to the liabilities of Section 18 of said Act.