2540.1 Exchange Act Reporting Exemption - Subsidiary issuers and guarantors that are permitted by S-X 3-10 to omit separate financial statements are exempt from the periodic reporting requirements of Sections 13(a) and 15(d) of the Exchange Act [Exchange Act Rule 12h-5]. If an issuer or guarantor of a guaranteed security has a different class of securities that is registered under Section 12 of the Exchange Act, the issuer or guarantor cannot rely on Rule 12h-5 for reporting relief until it deregisters the other class of securities [See Division of Corporation Finance Exchange Act Rules CDI, 254.01].

The conditions in S-X 3-10(a) must be met at the end of each annual and quarterly reporting period for use of the Rule 12h-5 exemption.

2540.2 When Disclosure is Required – In addition to the registration statement that registers the offer and sale of the guaranteed securities, a parent company must continue providing the financial and non-financial disclosures in its subsequent annual reports on Form 10-K and quarterly reports on Form 10-Q for so long as the subsidiary issuer or guarantor has a Section 12(b) or 15(d) reporting obligation with respect to the guarantee or guaranteed security, in order to continue to be eligible to omit the financial statements of a subsidiary issuer or guarantor. A parent company is permitted to cease providing the disclosures if the corresponding subsidiary issuer’s or guarantor’s Section 15(d) reporting obligation is suspended automatically by operation of Section 15(d)(1) of the Exchange Act or through compliance with Exchange Act Rule 12h-3.

2540.3 Acquisition of Issuer or Guarantor of a Registered Guaranteed Debt Security - S-X 3-10 applies to a registrant that acquires the issuer or guarantor of a registered debt security and assumes or guarantees the obligation. Assuming the conditions in S-X 3-10(a) are met, the disclosures specified in S-X 13-01 are required in order for any pre-existing subsidiary issuers and guarantors as well as any newly added subsidiary issuers and guarantors to qualify for the Rule 12h-5 exemption.

2540.4 The supplemental financial disclosures are required for the periods specified in S-X 13-01, based on the status of the subsidiaries as issuers, guarantors, or non-guarantors as of the end of the most recent period presented. Amounts related to the acquiree and its subsidiaries are included in the disclosures only for periods for which they are consolidated by the new parent (i.e., subsequent to the date of acquisition).

2540.5 A parent company that files annual reports on Form 20-F is not required to provide quarterly supplemental financial disclosures about its subsidiary issuers and guarantors, even if those subsidiaries are incorporated in the U.S. However, in a registration statement under the Securities Act, a parent company that is a foreign private issuer is required to include the supplemental financial disclosures about issuers and guarantors for all required annual and interim periods specified in S-X 13-01(a)(4)(v).