2520.3 Omission of Summarized Financial Information: Non-Exclusive Scenarios – S-X 13-01(a)(4)(vi) sets forth four non-exclusive scenarios in which the required summarized financial information may be omitted on the basis that it is not material, provided the scenario is applicable and disclosed. The second scenario is that “[t]he combined issuers and guarantors, excluding investments in subsidiaries that are not issuers or guarantors, have no material assets, liabilities or results of operations”. [S-X 13-01(a)(4)(vi)(B)]. If this scenario is not applicable to a combined issuer and guarantor solely because the guaranteed debt or debt-like securities and/or related expenses (e.g., interest expense) are material, the staff will not object if, in lieu of summarized financial information, the parent company, discloses that the combined issuers and guarantors, excluding investments in subsidiaries that are not issuers or guarantors, have no material assets, liabilities or results of operations except for the guaranteed debt or debt-like securities and/or related expenses, and also discloses the nature and amount(s) of guaranteed debt or debt-like securities and/or related expenses. This disclosure should clearly indicate whether amounts of debt or debt-like securities are current or non-current.

2520.4 Trust Preferred Securities – An issuer of trust preferred securities that satisfied all conditions under S-X 3-10 and was therefore eligible to omit its separate financial statements prior to the March 2020 Amendments may not satisfy the eligibility condition in S-X 3-10(a) as currently in effect because it requires a subsidiary issuer to be consolidated by its parent company. However, for issuers with this scenario, refer to the staff no-action letter dated November 10, 2020.