Question: May a majority-owned subsidiary of a parent that meets the registrant requirements of Form S-3 rely on General Instruction I.C.2 to use Form S-3 to register the offer and sale of investment grade debt if the subsidiary is not registered under the Exchange Act?

Answer: No. The subsidiary may use Form S-3 only after it voluntarily registers under the Exchange Act pursuant to an effective Form 10. The Form 10 must be filed prior to the filing of the Form S-3 and may be incorporated by reference pursuant to Form S-3, Item 12(a)(l) in substitution for the Form 10-K. The security that must be registered on the Form 10 is the registrant-subsidiary's common stock, and not the debt security registered on Form S-3. [Feb. 27, 2009]