2530.1 Pre-Acquisition Summarized Financial Information - S-X 13-01(a)(5) requires pre-acquisition summarized financial information of recently-acquired subsidiary issuers and guarantors when a parent company has acquired a significant “business” after the date of its most recent balance sheet included in its consolidated financial statements, and that acquired business and/or one or more of its subsidiaries are obligated as issuers and/or guarantors. Pre-acquisition financial information of recently acquired subsidiary issuers and/or guarantors is not required for acquisitions that occur before the date of the parent company’s most recent balance sheet included in the parent company’s financial statements. S-X 13-01(a)(5) only applies to a Securities Act registration statement filed in connection with the offer and sale of the guaranteed securities.

2530.2 Significance Test - Whether a “business” has been acquired is determined in accordance with the guidance set forth in S-X 11-01(d), and acquisitions of “related” businesses are treated as a single business acquisition in a manner consistent with S-X 3-05(a)(3). An acquired business will be deemed significant using the significance tests in S-X 1-02(w), substituting 20% for 10% each place it appears therein, based on a comparison of the most recent annual financial statements of the acquired business and the parent company’s most recent annual consolidated financial statements filed at or prior to the date of acquisition. These significance tests are the same tests used to determine whether pre-acquisition financial statements are required for an acquired business pursuant to S-X 3-05.

2530.3 Form and Content - The pre-acquisition summarized financial information follows the form and content prescribed in S-X 13-01(a)(4) required for existing issuers and guarantors. Not all entities that compose an acquired business may be issuers and/or guarantors. Accordingly, the required summarized financial information is only for those entities acquired that are issuers or guarantors.

2530.4 Timing Considerations - Generally, a parent company is required to provide the pre-acquisition summarized financial information of a recently acquired issuer or guarantor in a Securities Act registration statement for those acquisitions where it will be required to provide pre-acquisition financial statements of the acquired business pursuant to S-X 3-05. However, there may be some circumstances where the pre-acquisition summarized financial information is required in advance of when pre-acquisition financial statements are required pursuant to S-X 3-05. For example, S-X 3-05(b)(4) in part permits, in certain circumstances, pre-acquisition financial statements of an acquired business to be omitted from a registration statement if significance does not exceed 50% and the registration statement is declared effective no more than 74 calendar days after consummation of the acquisition, provided the pre-acquisition financial statements are subsequently filed on Form 8-K. In those circumstances, however, the pre-acquisition summarized financial information of a recently acquired issuer or guarantor would still be required by S-X 13- 01(a)(5).

There may also be some circumstances where a parent company is required to provide this pre-acquisition summarized financial information of a recently acquired issuer or guarantor, but is not required to provide pre-acquisition financial statements of the acquired business pursuant to S-X 3-05. For example, a parent company that is a foreign private issuer that acquires a significant business after the date of the most recent balance sheet presented is required to provide pre-acquisition summarized financial information of a recently acquired issuer or guarantor pursuant to S-X 13-01(a)(5), but may be able to omit the pre-acquisition financial statements of a greater than 20% but less than 50% significant acquired business from its registration statement pursuant to S-X 3-05(b)(4) and from any subsequent Exchange Act filings.