2510.1 Financial Statements of Guarantors and Issuers of Guaranteed Securities -

A debt or debt-like security (e.g., preferred stock that meets the requirements of Rule 3-10(b)(2)) that is registered or being registered may be guaranteed by one or more affiliates of the issuer (e.g., a parent company may issue debt securities that are guaranteed by one or more of its subsidiaries). A guarantee of a debt or debt-like security is a separate security under the Securities Act and, as a result, offers and sales of these guarantees, which are typically purchased together with the related debt security and are held together while outstanding, must be either registered or exempt from registration. Each issuer of a registered security that is guaranteed and each guarantor of a registered security must file the financial statements required by Regulation S-X in registration statements and Exchange Act reports, as applicable. However, in certain circumstances, as described in Section 2510.2, S-X 3-10(a) provides relief from the requirement to file separate financial statements for each issuer and guarantor.

2510.2 Conditions for Omission of Subsidiary Issuer and Subsidiary Guarantor Financial Statements

S-X 3-10(a) permits the omission of separate financial statements of subsidiary issuers and guarantors of guaranteed “debt or debt-like”, as defined in S-X 3-10(b)(2), securities when certain conditions are met, including that the “parent company”, as defined in S-X 3-10(b)(1), provides supplemental financial and non-financial disclosures about the subsidiary issuers and/or guarantors and the guarantees. S-X 3-10 specifies the conditions that must be met in order to omit separate subsidiary issuer or guarantor financial statements, these are summarized in Section 2515.2. S-X 13‑01 specifies the accompanying financial and non-financial disclosure requirements, as summarized in Section 2515.3. If any of the conditions in S-X 3-10 are not met, or the disclosures in S-X 13‑01 are not provided by the parent company, separate financial statements of each subsidiary issuer and guarantor may not be omitted. The requirements of S-X 3-10 and 3-16 were amended on March 2, 2020 in SEC Release No. 33-10762 (the “March 2020 Amendments”), which includes an appendix that summarizes the main features of these rules, including the eligibility conditions and required disclosures.