------------------------------------------------------------------------
Western U.S.
Population Emission Factors--All Components, Gas Service 1
------------------------------------------------------------------------
    Valve............................................              2.903
    Connector........................................              0.396
    Open-ended Line..................................              0.748
    Pressure Relief Valve............................              4.631
    Low Continuous Bleed Pneumatic Device Vents \2\..               1.77
    High Continuous Bleed Pneumatic Device Vents \2\.               47.4
    Intermittent Bleed Pneumatic Device Vents \2\....               17.1
    Pneumatic Pumps \3\..............................               10.3
------------------------------------------------------------------------
Population Emission Factors--All Components, Light Crude Service 4
------------------------------------------------------------------------
    Valve............................................               0.04
    Flange...........................................              0.002
    Connector........................................              0.005
    Open-ended Line..................................               0.04
    Pump.............................................               0.01
    Other \5\........................................               0.23
------------------------------------------------------------------------
Population Emission Factors--All Components, Heavy Crude Service \6\
------------------------------------------------------------------------
    Valve............................................             0.0004
    Flange...........................................             0.0007
    Connector (other)................................             0.0002
    Open-ended Line..................................              0.004
    Other \5\........................................              0.002
------------------------------------------------------------------------
\1\ For multi-phase flow that includes gas, use the gas service
  emissions factors.
\2\ Emission Factor is in units of ``scf/hour/device.''
\3\ Emission Factor is in units of ``scf/hour/pump.''
\4\ Hydrocarbon liquids greater than or equal to 20[deg]API are
  considered ``light crude.''
\5\ ``Others'' category includes instruments, loading arms, pressure
  relief valves, stuffing boxes, compressor seals, dump lever arms, and
  vents.
\6\ Hydrocarbon liquids less than 20[deg]API are considered ``heavy
  crude.''

0
12. Table W-2 of Subpart W of Part 98 is revised to read as follows:

 Table W-2 of Subpart W--Default Total Hydrocarbon Emission Factors for
                     Onshore Natural Gas Processing
------------------------------------------------------------------------
                                                        Emission factor
        Onshore natural gas processing plants              (scf/hour/
                                                           component)
------------------------------------------------------------------------
Leaker Emission Factors--Compressor Components, Gas Service
------------------------------------------------------------------------
    Valve \1\........................................              14.84
    Connector........................................               5.59
    Open-Ended Line..................................              17.27

    Pressure Relief Valve............................              39.66
    Meter............................................              19.33
------------------------------------------------------------------------
Leaker Emission Factors--Non-Compressor Components, Gas Service
------------------------------------------------------------------------
    Valve \1\........................................               6.42
    Connector........................................               5.71
    Open-Ended Line..................................              11.27
    Pressure Relief Valve............................               2.01
    Meter............................................               2.93
------------------------------------------------------------------------
\1\ Valves include control valves, block valves and regulator valves.

0
13. Table W-3 to Subpart W of Part 98 is revised to read as follows:

 Table W-3 of Subpart W--Default Total Hydrocarbon Emission Factors for
              Onshore Natural Gas Transmission Compression
------------------------------------------------------------------------
                                                        Emission factor
     Onshore natural gas transmission compression          (scf/hour/
                                                           component)
------------------------------------------------------------------------
Leaker Emission Factors--Compressor Components, Gas Service
------------------------------------------------------------------------
    Valve \1\........................................              14.84
    Connector........................................               5.59
    Open-Ended Line..................................              17.27
    Pressure Relief Valve............................              39.66
    Meter............................................              19.33
------------------------------------------------------------------------
Leaker Emission Factors--Non-Compressor Components, Gas Service
------------------------------------------------------------------------
    Valve \1\........................................               6.42
    Connector........................................               5.71
    Open-Ended Line..................................              11.27
    Pressure Relief Valve............................               2.01
    Meter............................................               2.93
------------------------------------------------------------------------
Population Emission Factors--Gas Service
------------------------------------------------------------------------
    Low Continuous Bleed Pneumatic Device Vents \2\..               1.37
    High Continuous Bleed Pneumatic Device Vents \2\.              18.20
    Intermittent Bleed Pneumatic Device Vents \2\....               2.35
------------------------------------------------------------------------
\1\ Valves include control valves, block valves and regulator valves.
\2\ Emission Factor is in units of ``scf/hour/device.''

0
14. Table W-4 to Subpart W of Part 98 is revised to read as follows:

 Table W-4 of Subpart W--Default Total Hydrocarbon Emission Factors for
                     Underground Natural Gas Storage
------------------------------------------------------------------------
                                                        Emission factor
           Underground natural gas storage                (scf/hour/
                                                          component)
------------------------------------------------------------------------
Leaker Emission Factors--Storage Station, Gas Service
------------------------------------------------------------------------
    Valve \1\.......................................              14.84
    Connector.......................................               5.59
    Open-Ended Line.................................              17.27
    Pressure Relief Valve...........................              39.66
    Meter...........................................              19.33
------------------------------------------------------------------------

Population Emission Factors--Storage Wellheads, Gas Service
------------------------------------------------------------------------
    Connector.......................................               0.01
    Valve...........................................               0.1
    Pressure Relief Valve...........................               0.17
    Open Ended Line.................................               0.03
------------------------------------------------------------------------
Population Emission Factors--Other Components, Gas Service
------------------------------------------------------------------------
    Low Continuous Bleed Pneumatic Device Vents \2\.               1.37
    High Continuous Bleed Pneumatic Device Vents \2\              18.20
    Intermittent Bleed Pneumatic Device Vents \2\...               2.35
------------------------------------------------------------------------
\1\ Valves include control valves, block valves and regulator valves.
\2\ Emission Factor is in units of ``scf/hour/device.''

0
15. Table W-5 to Subpart W of Part 98 is revised to read as follows:

 Table W-5 of Subpart W--Default Methane Emission Factors for Liquefied
                        Natural Gas (LNG) Storage
------------------------------------------------------------------------
                                                        Emission factor
                     LNG storage                           (scf/hour/
                                                           component)
------------------------------------------------------------------------
Leaker Emission Factors--LNG Storage Components, LNG Service
------------------------------------------------------------------------
    Valve............................................               1.19
    Pump Seal........................................               4.00
    Connector........................................               0.34
    Other \1\........................................               1.77
------------------------------------------------------------------------
Population Emission Factors--LNG Storage Compressor, Gas Service
------------------------------------------------------------------------
    Vapor Recovery Compressor........................               4.17
------------------------------------------------------------------------
\1\ ``Other'' equipment type should be applied for any equipment type
  other than connectors, pumps, or valves.
\2\ Emission Factor is in units of ``scf/hour/device.''

0
16. Table W-6 to Subpart W of Part 98 is revised to read as follows:

 Table W-6 of Subpart W--Default Methane Emission Factors for LNG Import
                          and Export Equipment
------------------------------------------------------------------------
                                                        Emission factor
           LNG import and export equipment                 (scf/hour/
                                                           component)
------------------------------------------------------------------------
Leaker Emission Factors--LNG Terminals Components, LNG Service
------------------------------------------------------------------------
    Valve............................................               1.19
    Pump Seal........................................               4.00
    Connector........................................               0.34
    Other \1\........................................               1.77
------------------------------------------------------------------------
Population Emission Factors--LNG Terminals Compressor, Gas Service
------------------------------------------------------------------------
    Vapor Recovery Compressor \2\....................               4.17
------------------------------------------------------------------------
\1\ ``Other'' equipment type should be applied for any equipment type
  other than connectors, pumps, or valves.
\2\ Emission Factors is in units of ``scf/hour/compressor.''

0
17. Table W-7 to subpart W of Part 98 is revised to read as follows:

Table W-7 of Subpart W--Default Methane Emission Factors for Natural Gas
                              Distribution
------------------------------------------------------------------------
                                                        Emission factor
              Natural gas distribution                    (scf/hour/
                                                          component)
------------------------------------------------------------------------
Leaker Emission Factors--Transmission-Distribution Transfer Station 1
 Components, Gas Service
------------------------------------------------------------------------
    Connector.......................................              1.69
    Block Valve.....................................              0.557
    Control Valve...................................              9.34
    Pressure Relief Valve...........................              0.27
    Orifice Meter...................................              0.212
    Regulator.......................................              0.772
    Open-ended Line.................................             26.131
------------------------------------------------------------------------
Population Emission Factors--Below Grade Metering-Regulating station 1
 Components, Gas Service 2
------------------------------------------------------------------------
    Below Grade M&R Station, Inlet Pressure > 300                 1.30
     psig...........................................
    Below Grade M&R Station, Inlet Pressure 100 to                0.20
     300 psig.......................................
    Below Grade M&R Station, Inlet Pressure < 100                 0.10
     psig...........................................
------------------------------------------------------------------------
Population Emission Factors--Distribution Mains, Gas Service 3
------------------------------------------------------------------------
    Unprotected Steel...............................             12.58
    Protected Steel.................................              0.35
    Plastic.........................................              1.13
    Cast Iron.......................................             27.25
------------------------------------------------------------------------
Population Emission Factors--Distribution Services, Gas Service 4
------------------------------------------------------------------------
    Unprotected Steel...............................              0.19
    Protected Steel.................................              0.02
    Plastic.........................................              0.001
    Copper..........................................              0.03
------------------------------------------------------------------------
\1\ Excluding customer meters.
\2\ Emission Factor is in units of ``scf/hour/station.''
\3\ Emission Factor is in units of ``scf/hour/mile.''
\4\ Emission Factor is in units of ``scf/hour/number of services.''

[FR Doc. 2011-31532 Filed 12-22-11; 8:45 am]
BILLING CODE 6560-50-P


[Federal Register: September 28, 2009 (Volume 74, Number 186)]
[Notices]
[Page 49384]
[DOCID:fr28se09-68]

-----------------------------------------------------------------------

DEPARTMENT OF HEALTH AND HUMAN SERVICES

Food and Drug Administration

[Docket No. FDA-2009-N-0664]

Pulmonary-Allergy Drugs Advisory Committee; Notice of Meeting

AGENCY:  Food and Drug Administration, HHS.

ACTION:  Notice.

-----------------------------------------------------------------------

    This notice announces a forthcoming meeting of a public advisory
committee of the Food and Drug Administration (FDA). The meeting will
be open to the public.

    Name of Committee: Pulmonary-Allergy Drugs Advisory Committee.
    General Function of the Committee: To provide advice and
recommendations to the agency on FDA's regulatory issues.
    Date and Time: The meeting will be held on November 18, 2009,
from 8 a.m. to 5 p.m.
    Location: Hilton Washington DC/Silver Spring, The Ballrooms,
8727 Colesville Rd., Silver Spring, MD. The hotel phone number is
301-589-5200.
    Contact Person: Kristine T. Khuc, Center for Drug Evaluation and
Research (HFD-21), Food and Drug Administration, 5600 Fishers Lane
(for express delivery, 5630 Fishers Lane, rm. 1093), Rockville, MD
20857,<PHONE_NUMBER>, FAX:<PHONE_NUMBER>, e-mail:
<EMAIL_ADDRESS>or FDA Advisory Committee Information
Line, 1-800-741-8138<PHONE_NUMBER> in the Washington, DC area), code
3014512545. Please call the Information Line for up-to-date
information on this meeting. A notice in the Federal Register about
last minute modifications that impact a previously announced
advisory committee meeting cannot always be published quickly enough
to provide timely notice. Therefore, you should always check the
agency's Web site and call the appropriate advisory committee hot
line/phone line to learn about possible modifications before coming
to the meeting.
    Agenda: The committee will discuss biologics license application
(BLA) 103976, supplement 5149, for XOLAIR (omalizumab), manufactured
by Genentech USA, Inc. and Novartis Pharmaceuticals Corp. The
proposed indication for this product is to treat moderate to severe
persistent asthma in patients between 6 and 11 years of age whose
symptoms are inadequately controlled with inhaled steroid
medications and have: (1) A positive reaction to skin testing with
common substances that can cause allergies and asthma, such as
pollen or (2) in vitro reactivity, which is measured with a blood
test that confirms the presence of specific proteins consistent with
allergies and asthma.
    FDA intends to make background material available to the public
no later than 2 business days before the meeting. If FDA is unable
to post the background material on its Web site prior to the
meeting, the background material will be made publicly available at
the location of the advisory committee meeting, and the background
material will be posted on FDA's Web site after the meeting.
Background material is available at http://www.fda.gov/
AdvisoryCommittees/Calendar/default.htm. Scroll down to the
appropriate advisory committee link.
    Procedure: Interested persons may present data, information, or
views, orally or in writing, on issues pending before the committee.
Written submissions may be made to the contact person on or before
November 3, 2009. Oral presentations from the public will be
scheduled between approximately 1 p.m. and 2 p.m. Those desiring to
make formal oral presentations should notify the contact person and
submit a brief statement of the general nature of the evidence or
arguments they wish to present, the names and addresses of proposed
participants, and an indication of the approximate time requested to
make their presentation on or before October 26, 2009. Time allotted
for each presentation may be limited. If the number of registrants
requesting to speak is greater than can be reasonably accommodated
during the scheduled open public hearing session, FDA may conduct a
lottery to determine the speakers for the scheduled open public
hearing session. The contact person will notify interested persons
regarding their request to speak by October 27, 2009.
    Persons attending FDA's advisory committee meetings are advised
that the agency is not responsible for providing access to
electrical outlets.
    FDA welcomes the attendance of the public at its advisory
committee meetings and will make every effort to accommodate persons
with physical disabilities or special needs. If you require special
accommodations due to a disability, please contact Kristine T. Khuc
at least 7 days in advance of the meeting.
    FDA is committed to the orderly conduct of its advisory
committee meetings. Please visit our Web site at http://www.fda.gov/
AdvisoryCommittees/AboutAdvisoryCommittees/ucm111462.htm for
procedures on public conduct during advisory committee meetings.
    Notice of this meeting is given under the Federal Advisory
Committee Act (5 U.S.C. app. 2).

    Dated: September 22, 2009.
David Horowitz,
Assistant Commissioner for Policy.
[FR Doc. E9-23292 Filed 9-25-09; 8:45 am]

BILLING CODE 4160-01-S


entities. As noted above, one commenter indicated that currently
required disclosures are disproportionately burdensome for smaller
reporting companies to produce.\634\ As a result, these companies may
particularly benefit from any resulting decrease in compliance burdens.
The professional skills necessary to comply with the amendments may
include legal, accounting, and information technology skills.
---------------------------------------------------------------------------

    \634\ See letter from Freeport.
---------------------------------------------------------------------------

E. Agency Action To Minimize Effect on Small Entities

    The RFA directs us to consider alternatives that would accomplish
our stated objectives, while minimizing any significant adverse impact
on small entities. In connection with the amendments, we considered the
following alternatives:
     Establishing different compliance or reporting
requirements that take into account the resources available to small
entities;
     Clarifying, consolidating, or simplifying compliance and
reporting requirements under the rules for small entities;
     Using performance rather than design standards; and
     Exempting small entities from all or part of the
requirements.
    The amendments clarify, consolidate and simplify compliance and
reporting requirements for small entities and other registrants. For
example, the amendments streamline the five exceptions in existing
Rules 3-10(b) through (f) by consolidating these elements into a single
set of eligibility criteria that applies to all issuer and guarantor
structures. The amendments also consolidate the requirements for the
Revised Alternative Disclosures by including them in a single location
in new Rule 13-01, as opposed to the existing requirements under Rule
3-10 which are dispersed among multiple provisions in the rule.
Similarly, the amendments simplify the requirements of existing Rule 3-
16 by replacing the current requirement to provide separate financial
statements for each affiliate whose securities are pledged as
collateral with a requirement to provide financial and non-financial
disclosures about the affiliate(s) and the collateral arrangement as a
supplement to the consolidated financial statements of the registrant
that issues the collateralized security. As discussed above, the
amendments are expected to reduce compliance burdens for all
registrants, including small entities.\635\
---------------------------------------------------------------------------

    \635\ See supra Sections VIII (Economic Analysis) and IX
(Paperwork Reduction Act).
---------------------------------------------------------------------------

    We do not believe that the amendments will impose any significant
new compliance obligations. Moreover, we do not believe it is necessary
to establish different compliance and reporting requirements or
timetables or to exempt small entities from all or part of the
amendments. Nevertheless, to minimize the initial compliance burden on
all registrants we are adopting a transition period for compliance to
mitigate any potential compliance burdens that registrants may
experience in transitioning to the final rule amendments.\636\
---------------------------------------------------------------------------

    \636\ See supra Section VI (Transition to Final Amendments).
---------------------------------------------------------------------------

    Finally, with respect to using performance rather than design
standards, the amendments use a combination of design and performance
standards in order to promote uniform filing requirements for all
registrants. We believe the final rules will be more beneficial to
investors and registrants if there are specific uniform disclosure
requirements that apply to all registrants. In addition, the amendments
introduce more principles-based disclosure requirements that will
provide registrants with increased flexibility to determine what
information to disclose.

XI. Statutory Authority

    The amendments contained in this release are being adopted under
the authority set forth in Sections 3, 6, 7, 8, 10, 19(a), and 28 of
the Securities Act, as amended, and Sections 3(b), 12, 13, 15(d),
23(a), and 36 of the Exchange Act.

List of Subjects in 17 CFR Parts 210, 229, 230, 239, 240, and 249

    Reporting and recordkeeping requirements, Securities.

Text of the Amendments

    For the reasons set out in the preamble, the Commission amends
title 17, chapter II of the Code of Federal Regulations as follows:

PART 210--FORM AND CONTENT OF AND REQUIREMENTS FOR FINANCIAL
STATEMENTS, SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF
1934, INVESTMENT COMPANY ACT OF 1940, INVESTMENT ADVISERS ACT OF
1940, AND ENERGY POLICY AND CONSERVATION ACT OF 1975

0
1. The authority citation for part 210 continues to reads as follows:

    Authority:  15 U.S.C. 77f, 77g, 77h, 77j, 77s, 77z-2, 77z-3,
77aa(25), 77aa(26), 77nn(25), 77nn(26), 78c, 78j-1, 78l, 78m, 78n,
78o(d), 78q, 78u-5, 78w, 78ll, 78mm, 80a-8, 80a-20, 80a-29, 80a-30,
80a-31, 80a-37(a), 80b-3, 80b-11, 7202 and 7262, and sec. 102(c),
Pub. L. 112-106, 126 Stat. 310 (2012), unless otherwise noted.

0
2. Revise Sec.  210.3-10 to read as follows:

Sec.  210.3-10  Financial statements of guarantors and issuers of
guaranteed securities registered or being registered.

    (a) If an issuer or guarantor of a guaranteed security that is
registered or being registered is required to file financial statements
required by Regulation S-X with respect to the guarantee or guaranteed
security, such financial statements may be omitted if the issuer or
guarantor is a consolidated subsidiary of the parent company, the
parent company's consolidated financial statements have been filed, and
the conditions in paragraphs (a)(1) and (2) of this section have been
met:
    (1) The guaranteed security is debt or debt-like; and
    (i) The parent company issues the security or co-issues the
security, jointly and severally, with one or more of its consolidated
subsidiaries; or
    (ii) A consolidated subsidiary issues the security or co-issues the
security with one or more other consolidated subsidiaries of the parent
company, and the security is guaranteed fully and unconditionally by
the parent company; and
    (2) The parent company provides the disclosures specified in Sec.
210.13-01.
    (b) For the purposes of this section and Sec.  210.13-01:
    (1) The ``parent company'' is the entity that:
    (i) Is an issuer or guarantor of the guaranteed security;
    (ii) Is, or as a result of the subject Securities Act registration
statement will be, an Exchange Act reporting company; and
    (iii) Consolidates each subsidiary issuer and/or subsidiary
guarantor of the guaranteed security in its consolidated financial
statements.
    (2) A security is ``debt or debt-like'' if it has the following
characteristics:

    (i) The issuer has a contractual obligation to pay a fixed sum at a
fixed time; and
    (ii) Where the obligation to make such payments is cumulative, a
set amount of interest must be paid.
    Note 1 to paragraph (b)(2). Neither the form of the security nor
its title will determine whether a security is debt or debt-like.
Instead, the substance of the obligation created by the security will
be determinative.
    Note 2 to paragraph (b)(2). The phrase ``set amount of interest''
is not intended to mean ``fixed amount of interest.'' Floating and
adjustable rate securities, as well as indexed securities, may meet the
criteria specified in paragraph (b)(2)(ii) of this section as long as
the payment obligation is set in the debt instrument and can be
determined from objective indices or other factors that are outside the
discretion of the obligor.
    (3) A guarantee is ``full and unconditional,'' if, when an issuer
of a guaranteed security has failed to make a scheduled payment, the
guarantor is obligated to make the scheduled payment immediately and,
if it does not, any holder of the guaranteed security may immediately
bring suit directly against the guarantor for payment of all amounts
due and payable.

0
3. Amend Sec.  210.3-16 by adding introductory text to read as follows:

Sec.  210.3-16  Financial statements of affiliates whose securities
collateralize an issue registered or being registered.

    The requirements of this section shall apply to each registered
security issued and outstanding before January 4, 2021, unless the
requirements of Sec.  210.13-02 apply.
* * * * *

0
4. Amend Sec.  210.8-01 by revising Note 3 and Note 4 to read as
follows:

Sec.  210.8-01   Preliminary Notes to Article 8.

* * * * *
    Note 3 to Sec.  210.8: The requirements of Sec.  210.3-10 are
applicable to financial statements for a subsidiary of a smaller
reporting company that issues securities guaranteed by the smaller
reporting company or guarantees securities issued by the smaller
reporting company. Disclosures about guarantors and issuers of
guaranteed securities registered or being registered must be presented
as required by Sec.  210.13-01.
    Note 4 to Sec.  210.8: The requirements of Sec.  210.3-16 or Sec.
210.13-02 are applicable if a smaller reporting company's securities
registered or being registered are collateralized by the securities of
the smaller reporting company's affiliates. Section 210.13-02 must be
followed unless Sec.  210.3-16 applies. The periods presented for
purposes of compliance with Sec.  210.3-16 are those required by Sec.
210.8-02.
* * * * *

0
5. Amend Sec.  210.8-03 by adding paragraphs (b)(6) and (7) before
Instruction 1 to read as follows:

Sec.  210.8-03   Interim financial statements.

* * * * *
    (b) * * *
    (6) Financial statements of and disclosures about guarantors and
issuers of guaranteed securities. The requirements of Sec.  210.3-10
are applicable to financial statements for a subsidiary of a smaller
reporting company that issues securities guaranteed by the smaller
reporting company or guarantees securities issued by the smaller
reporting company. Disclosures about guarantors and issuers of
guaranteed securities registered or being registered must be presented
as required by Sec.  210.13-01.
    (7) Disclosures about affiliates whose securities collateralize an
issuance. Disclosures about a smaller reporting company's affiliates
whose securities collateralize any class of securities registered or
being registered and the related collateral arrangement must be
presented as required by Sec.  210.13-02.
* * * * *

0
6. Amend Sec.  210.10-01 by adding paragraphs (b)(9) and (10) to read
as follows:

Sec.  210.10-01   Interim financial statements.

* * * * *
    (b) * * *
    (9) The requirements of Sec.  210.3-10 are applicable to financial
statements for a subsidiary of the registrant that issues securities
guaranteed by the registrant or guarantees securities issued by the
registrant. Disclosures about guarantors and issuers of guaranteed
securities registered or being registered must be presented as required
by Sec.  210.13-01.
    (10) Disclosures about a registrant's affiliates whose securities
collateralize any class of securities registered or being registered
and the related collateral arrangement must be presented as required by
Sec.  210.13-02.
* * * * *

0
7. Add an undesignated center heading and Sec. Sec.  210.13-01 and
210.13-02 to read as follows:

Financial and Non-Financial Disclosures for Certain Securities
Registered or Being Registered

Sec.  210.13-01   Guarantors and issuers of guaranteed securities
registered or being registered.

    (a) For each guaranteed security subject to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, and for each guaranteed
security the offer and sale of which is being registered under the
Securities Act of 1933, for which the registrant is the parent company
(as that term is defined in Sec.  210.3-10(b)(1)) of one or more
subsidiaries that issue or guarantee the guaranteed security, provide
the following disclosures to the extent material:
    (1) A description of the issuers and guarantors of the guaranteed
security;
    (2) A description of the terms and conditions of the guarantees,
and how payments to holders of the guaranteed security may be affected
by the composition of and relationships among the issuers, guarantors,
and subsidiaries of the parent company that are not issuers or
guarantors of the guaranteed security;
    (3) A description of other factors that may affect payments to
holders of the guaranteed security, such as contractual or statutory
restrictions on dividends, guarantee enforceability, or the rights of a
noncontrolling interest holder;
    (4) Summarized financial information as specified in Sec.  210.1-
02(bb)(1) of each issuer and guarantor of the guaranteed security as
follows, with an accompanying note that briefly describes the basis of
presentation:
    (i) The summarized financial information of each such issuer and
guarantor consolidated in the parent company's consolidated financial
statements may be presented on a combined basis with the summarized
financial information of the parent company;
    (ii) Intercompany balances and transactions between issuers and
guarantors whose summarized financial information is presented on a
combined basis shall be eliminated;
    (iii) The summarized financial information shall exclude
subsidiaries that are not issuers or guarantors. An issuer's or
guarantor's investment in a subsidiary that is not an issuer or
guarantor shall not be presented. An issuer's or guarantor's amounts
due from, amounts due to, and transactions with any of the following
shall be presented in separate line items:
    (A) Subsidiaries that are not issuers or guarantors; and
    (B) Related parties;
    (iv) If the information provided in response to the requirements of
this

section (e.g., factors that may affect payments to holders of the
guaranteed security) is applicable to one or more, but not all, issuers
and/or guarantors, separately disclose the summarized financial
information applicable to those issuers and/or guarantors. In limited
circumstances (i.e., where the separate financial information
applicable to those issuers and/or guarantors can be easily explained
and understood), narrative disclosure may be provided in lieu of the
separate summarized financial information otherwise required by this
paragraph (a)(4)(iv);
    (v) Disclose this summarized financial information as of and for
the most recently ended fiscal year and year-to-date interim period
included in the parent company's consolidated financial statements; and
    (vi) Notwithstanding that a parent company may omit this summarized
financial information if not material, it may also be omitted if one of
the following in paragraphs (a)(4)(vi)(A) through (D) of this section
is true and disclosed. However, paragraph (a)(4)(vi)(A) does not apply
if separate disclosure of summarized financial information applicable
to one or more, but not all, issuers and/or guarantors is required by
paragraph (a)(4)(iv) of this section. For the purposes of this section,
a finance subsidiary is a subsidiary that has no assets or operations
other than those related to the issuance, administration and repayment
of the security being registered and any other securities guaranteed by
its parent company:
    (A) The assets, liabilities and results of operations of the
combined issuers and guarantors of the guaranteed security are not
materially different than corresponding amounts presented in the
consolidated financial statements of the parent company;
    (B) The combined issuers and guarantors, excluding investments in
subsidiaries that are not issuers or guarantors, have no material
assets, liabilities or results of operations;
    (C) The issuer is a finance subsidiary of the parent company, the
parent company has fully and unconditionally guaranteed the security,
and no other subsidiary of the parent company guarantees the security;
or
    (D) The issuer is a finance subsidiary that co-issued the security,
jointly and severally, with the parent company, and no other subsidiary
of the parent company guarantees the security;
    (5) In a Securities Act registration statement filed in connection
with the offer and sale of the guaranteed security, if the parent
company acquired a significant business after the date of the parent
company's most recent balance sheet included in its consolidated
financial statements and the acquired business, one or more of the
acquired business's subsidiaries, or the acquired business and one or
more of its subsidiaries are issuers or guarantors of the guaranteed
securities, disclose pre-acquisition summarized financial information
as specified in paragraph (a)(4) of this section for each such issuer
or guarantor. The acquired business is significant if it meets any of
the conditions specified in the definition of significant subsidiary in
Sec.  210.1-02(w), substituting 20 percent for 10 percent 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. The determination of whether a business has
been acquired shall be made in accordance with the guidance set forth
in Sec.  210.11-01(d). Acquisitions of a group of related businesses
shall be treated as if they are a single business acquisition for
purposes of this comparison. The determination of whether a group of
businesses are related shall be made in a manner consistent with Sec.
210.3-05(a)(3);
    (6) Any financial and narrative information about each guarantor if
the information would be material for investors to evaluate the
sufficiency of the guarantee; and
    (7) Sufficient information so as to make the financial and non-
financial information presented not misleading.
    (b) The parent company may elect to provide the disclosures
required by this section in a footnote to its consolidated financial
statements or alternatively, in management's discussion and analysis of
financial condition and results of operations described in Sec.
229.303 (Item 303 of Regulation S-K) of this chapter. If not otherwise
included in the consolidated financial statements or in management's
discussion and analysis of financial condition and results of
operations, the parent company must include the disclosures in its
prospectus immediately following ``Risk Factors,'' if any, or
otherwise, immediately following pricing information described in Sec.
229.105 (Item 105 of Regulation S-K) of this chapter.

Sec.  210.13-02  Affiliates whose securities collateralize securities
registered or being registered.

    The requirements of this section shall apply to each security
registered or being registered that is issued on or after January 4,
2021, and to each registered security issued and outstanding before
January 4, 2021, for which the registrant had prior to that date
provided the financial statements specified in Sec.  210.3-16.
    (a) For each security subject to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, and for each security the offer and
sale of which is being registered under the Securities Act of 1933,
that is collateralized by a security of the registrant's affiliate or
affiliates, provide the following disclosures to the extent material:
    (1) A description of the securities pledged as collateral and the
affiliates whose securities are pledged as collateral;
    (2) A description of the terms and conditions of the collateral
arrangement, including the events or circumstances that would require
delivery of the collateral;
    (3) A description of the trading market for the affiliate's
security pledged as collateral or a statement that there is no market;
    (4) Summarized financial information as specified in Sec.  210.1-
02(bb)(1) of each affiliate whose securities are pledged as collateral
as follows, with an accompanying note that briefly describes the basis
of presentation:
    (i) The summarized financial information of each such affiliate
consolidated in the registrant's financial statements may be presented
on a combined basis;
    (ii) Intercompany balances and transactions between affiliates
whose summarized financial information is presented on a combined basis
shall be eliminated;
    (iii) An affiliate's amounts due from, amounts due to, and
transactions with any of the following shall be presented in separate
line items:
    (A) The registrant;
    (B) Any of the registrant's subsidiaries not included in the
summarized financial information of the affiliate(s); and
    (C) Related parties;
    (iv) If the information provided in response to the requirements of
this section (e.g., the trading market for the affiliate's security
pledged as collateral or a statement that there is no market) is
applicable to one or more, but not all, affiliates, separately disclose
the summarized financial information applicable to those affiliates. In
limited circumstances (i.e., where the separate financial information
applicable to those affiliates can be easily explained and understood),
narrative disclosure may be provided in lieu of the separate summarized
financial information

otherwise required by this paragraph (a)(4)(iv);
    (v) Disclose this summarized financial information as of and for
the most recently ended fiscal year and year-to-date interim period
included in the registrant's consolidated financial statements; and
    (vi) Notwithstanding that a registrant may omit this summarized
financial information if not material, it may also be omitted if one of
the following in paragraph (a)(4)(vi)(A) or (B) of this section is true
and disclosed. However, paragraph (a)(4)(vi)(A) does not apply if
separate disclosure of summarized financial information applicable to
one or more, but not all, affiliates is required by paragraph
(a)(4)(iv) of this section:
    (A) The assets, liabilities and results of operations of the
combined affiliates whose securities are pledged as collateral are not
materially different than the corresponding amounts presented in the
consolidated financial statements of the registrant; or
    (B) The combined affiliates whose securities are pledged as
collateral have no material assets, liabilities or results of
operations;
    (5) In a Securities Act registration statement filed in connection
with the offer and sale of the collateralized security, if the
registrant acquired a significant business after the date of the
registrant's most recent balance sheet included in its consolidated
financial statements and the acquired business, one or more of the
acquired business's subsidiaries, or the acquired business and one or
more of its subsidiaries are affiliates whose securities collateralize
the registrant's collateralized security, disclose pre-acquisition
summarized financial information as specified in paragraph (a)(4) of
this section for each such affiliate. The acquired business is
significant if it meets any of the conditions specified in the
definition of significant subsidiary in Sec.  210.1-02(w), substituting
20 percent for 10 percent each place it appears therein, based on a
comparison of the most recent annual financial statements of the
acquired business and the registrant's most recent annual consolidated
financial statements filed at or prior to the date of acquisition. The
determination of whether a business has been acquired shall be made in
accordance with the guidance set forth in Sec.  210.11-01(d).
Acquisitions of a group of related businesses shall be treated as if
they are a single business acquisition for purposes of this comparison.
The determination of whether a group of businesses are related shall be
made in a manner consistent with Sec.  210.3-05(a)(3);
    (6) Any financial and narrative information about each such
affiliate if the information would be material for investors to
evaluate the pledge of the affiliate's securities as collateral; and
    (7) Sufficient information so as to make the financial and non-
financial information presented not misleading.
    (b) The registrant may elect to provide the disclosures required by
this section in a footnote to its consolidated financial statements or
alternatively, in management's discussion and analysis of financial
condition and results of operations described in Sec.  229.303 (Item
303 of Regulation S-K) of this chapter. If not otherwise included in
the consolidated financial statements or in management's discussion and
analysis of financial condition and results of operations, the
registrant must include the disclosures in its prospectus immediately
following ``Risk Factors,'' if any, or otherwise, immediately following
pricing information described in Sec.  229.105 (Item 105 of Regulation
S-K) of this chapter.

PART 229--STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES
ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND
CONSERVATION ACT OF 1975--REGULATION S-K

0
8. The authority citation for part 229 reads as follows:

    Authority: 15 U.S.C. 77e, 77f, 77g, 77h, 77j, 77k, 77s, 77z-2,
77z-3, 77aa(25), 77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 77iii, 77jjj,
77nnn, 77sss, 78c, 78i, 78j, 78j-3, 78l, 78m, 78n, 78n-1, 78o, 78u-
5, 78w, 78ll, 78mm, 80a-8, 80a-9, 80a-20, 80a-29, 80a-30, 80a-31(c),
80a-37, 80a-38(a), 80a-39, 80b-11 and 7201 et seq.; 18 U.S.C. 1350;
sec. 953(b), Pub. L. 111-203, 124 Stat. 1904 (2010); and sec.
102(c), Pub. L. 112-106, 126 Stat. 310 (2012).

0
9. Amend Sec.  229.504 by revising Instruction 6 to read as follows:

Sec.  229.504  (Item 504) Use of proceeds.

* * * * *
    Instructions to Item 504: * * *
    6. Where the registrant indicates that the proceeds may, or will,
be used to finance acquisitions of other businesses, the identity of
such businesses, if known, or, if not known, the nature of the
businesses to be sought, the status of any negotiations with respect to
the acquisition, and a brief description of such business shall be
included. Where, however, pro forma financial statements reflecting
such acquisition are not required by Sec. Sec.  210.1-01 through
210.13-02 (Regulation S-X) of this chapter, including Sec.  210.8-05
(Rule 8-05 of Regulation S-X) of this chapter for smaller reporting
companies, to be included in the registration statement, the possible
terms of any transaction, the identification of the parties thereto or
the nature of the business sought need not be disclosed, to the extent
that the registrant reasonably determines that public disclosure of
such information would jeopardize the acquisition. Where Regulation S-
X, including Sec.  210.8-04 (Rule 8-04 of Regulation S-X) of this
chapter for smaller reporting companies, as applicable, would require
financial statements of the business to be acquired to be included, the
description of the business to be acquired shall be more detailed.
* * * * *

0
 10. Amend Sec.  229.601 by:
0
a. In the exhibit table in paragraph (a), adding entry 22; and
0
 b. Adding paragraph (b)(22).
    The revisions read as follows:

Sec.  229.601   (Item 601) Exhibits.

    (a) * * *

                                                                                Exhibit Table
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                                Securities Act forms                                                     Exchange Act forms
                                                 -----------------------------------------------------------------------------------------------------------------------------------------------
                                                    S-1      S-3      SF-1     SF-3   S-4 \1\    S-8      S-11     F-1      F-3    F-4 \1\     10    8-K \2\    10-D     10-Q     10-K    ABS-EE
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

                                                                                * * * * * * *
(22) Subsidiary guarantors and issuers of              X        X        X        X        X   .......       X        X        X        X        X   .......  .......       X        X   .......
 guaranteed securities and affiliates whose
 securities collateralize securities of the
 registrant.....................................

                                                                                * * * * * * *
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
\1\ An exhibit need not be provided about a company if: (1) With respect to such company an election has been made under Form S-4 or F-4 to provide information about such company at a level
  prescribed by Form S-3 or F-3; and (2) the form, the level of which has been elected under Form S-4 or F-4, would not require such company to provide such exhibit if it were registering a
  primary offering.

\2\ A Form 8-K exhibit is required only if relevant to the subject matter reported on the Form 8-K report. For example, if the Form 8-K pertains to the departure of a director, only the
  exhibit described in paragraph (b)(17) of this section need be filed. A required exhibit may be incorporated by reference from a previous filing.

* * * * *
    (b) * * *
    (22) Subsidiary guarantors and issuers of guaranteed securities and
affiliates whose securities collateralize securities of the registrant.
List each of the entities in paragraphs (b)(22)(i) and (ii) of this
section under an appropriately captioned heading that identifies the
associated securities. An entity need not be listed more than once so
long as its role as issuer, co-issuer, or guarantor of a guaranteed
security and/or as affiliate whose security is pledged as collateral
for a registrant's security is clearly indicated with respect to each
applicable security:
    (i) For a registrant that is the parent company (as that term is
defined in Sec.  210.3-10(b)(1) of this chapter) and subject to Sec.
210.13-01 of this chapter, each of the registrant's subsidiaries that
is a guarantor, issuer, or co-issuer of the guaranteed security subject
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, or
the offer and sale of which is being registered under the Securities
Act of 1933; and
    (ii) For a registrant that is subject to Sec.  210.13-02 of this
chapter, each of the registrant's affiliates whose security is pledged
as collateral for the registrant's security subject to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934, or the offer and
sale of which is being registered under the Securities Act of 1933. For
each affiliate, also identify the security or securities pledged as
collateral.
* * * * *

0
 11. Amend Sec.  229.1100 by revising paragraphs (c)(2)(ii)(C), (D),
and (F) to read as follows:

Sec.  229.1100  (Item 1100) General.

* * * * *
    (c) * * *
    (2) * * *
    (ii) * * *
    (C) If the third party does not meet the conditions of paragraph
(c)(2)(ii)(A) or (B) of this section and the pool assets relating to
the third party are fully and unconditionally guaranteed by a direct or
indirect parent of the third party, General Instruction I.C.3 of the
form described in Sec.  239.13 (Form S-3) of this chapter or General
Instruction I.A.5(iii) of the form described in Sec.  239.33 (Form F-3)
of this chapter is met with respect to the pool assets relating to such
third party and the disclosures specified in Sec.  210.13-01 (Rule 13-
01 of Regulation S-X) of this chapter have been provided in the reports
to be referenced. Financial statements of the third party may be
omitted if the requirements of Sec.  210.3-10 (Rule 3-10 of Regulation
S-X) of this chapter are satisfied.
    (D) If the pool assets relating to the third party are guaranteed
by a wholly owned subsidiary of the third party and the subsidiary does
not meet the conditions of paragraph (c)(2)(ii)(A) or (B) of this
section, the criteria in either paragraph (c)(2)(ii)(A) or (B) of this
section are met with respect to the third party and the disclosures
specified in Rule 13-01 of Regulation S-X have been provided in the
reports to be referenced. Financial statements of the subsidiary
guarantor may be omitted if the requirements of Rule 3-10 of Regulation
S-X are satisfied.
* * * * *
    (F) The third party is a U.S. Government-sponsored enterprise, has
outstanding securities held by non-affiliates with an aggregate market
value of $75 million or more, and makes information publicly available
on an annual and quarterly basis, including audited financial
statements prepared in accordance with generally accepted accounting
principles covering the same periods that would be required for audited
financial statements under Sec. Sec.  210.1-01 through 210.13-02
(Regulation S-X) of this chapter and non-financial information
consistent with that required by this part (Regulation S-K).
* * * * *

0
12. Amend Sec.  229.1112 by revising paragraph (b)(2) to read as
follows:

Sec.  229.1112  (Item 1112) Significant obligors of pool assets.

* * * * *
    (b) * * *
    (2) If pool assets relating to a significant obligor represent 20%
or more of the asset pool, provide financial statements meeting the
requirements of Sec. Sec.  210.1-01 through 210.13-02 (Regulation S-X)
of this chapter, except Sec. Sec.  210.3-05 (Rule 3-05) and 210.11-01
through 210.11-03 (Article 11 of Regulation S-X) of this chapter, of
the significant obligor. Financial statements of such obligor and its
subsidiaries consolidated (as required by Sec.  240.14a-3(b) of this
chapter) shall be filed under this item.
* * * * *

0
13. Amend Sec.  229.1114 by revising paragraph (b)(2)(ii) to read as
follows:

Sec.  229.1114  (Item 1114) Credit enhancement and other support,
except for certain derivatives instruments.

* * * * *
    (b) * * *
    (2) * * *
    (ii) If any entity or group of affiliated entities providing
enhancement or other support described in paragraph (a) of this section
is liable or contingently liable to provide payments representing 20%
or more of the cash flow supporting any offered class of the asset-
backed securities, provide financial statements meeting the
requirements of Sec. Sec.  210.1-01 through 210.13-02 (Regulation S-X)
of this chapter, except Sec. Sec.  210.3-05 (Rule 3-05) and 210.11-01
through 210.11-03 (Article 11 of Regulation S-X) of this chapter, of
such entity or group of affiliated entities. Financial statements of
such enhancement provider and its subsidiaries consolidated (as
required by Sec.  240.14a-3(b) of this chapter) shall be filed under
this item.
* * * * *

0
14. Amend Sec.  229.1115 by revising paragraph (b)(2) to read as
follows:

Sec.  229.1115  (Item 1115) Certain derivatives instruments.

* * * * *
    (b) * * *
    (2) If the aggregate significance percentage related to any entity
or group of affiliated entities providing derivative instruments
contemplated by this section is 20% or more, provide financial
statements meeting the requirements of Sec. Sec.  210.1-01 through
210.13-02 (Regulation S-X) of this chapter, except Sec. Sec.  210.3-05
(Rule 3-05) and 210.11-01 through 210.11-03 (Article 11 of Regulation
S-X) of this chapter, of such entity or group of affiliated entities.
Financial statements of such entity and its subsidiaries consolidated
(as required by Sec.  240.14a-3(b) of this chapter) shall be filed
under this section.
* * * * *

PART 230--GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933

0
15. The general authority citation for part 230 continues to read as
follows:

    Authority: 15 U.S.C. 77b, 77b note, 77c, 77d, 77f, 77g, 77h,
77j, 77r, 77s, 77z-3, 77sss, 78c, 78d, 78j, 78l, 78m, 78n, 78o, 78o-
7 note, 78t, 78w, 78ll(d), 78mm, 80a-8, 80a-24, 80a-28, 80a-29, 80a-
30, and 80a-37, and Pub. L.

112-106, sec. 201(a), sec. 401, 126 Stat. 313 (2012), unless
otherwise noted.
* * * * *

0
16. Amend Sec.  230.257 by adding paragraph (b)(7) to read as follows:

Sec.  230.257   Periodic and current reporting; exit report.

* * * * *
    (b) * * *
    (7) Exemption for subsidiary issuers of guaranteed securities and
subsidiary guarantors. Any issuer of a guaranteed security, or
guarantor of a security, that is permitted to omit financial statements
by Item (b)(7)(i) of Part F/S of Form 1-A (referenced in Sec.  239.90),
Item 7(g)(1) of Part II of Form 1-K (referenced in Sec.  239.91), and
Item 3(e) of Form 1-SA (referenced in Sec.  239.92), is exempt from the
requirements of this paragraph (b).
* * * * *

PART 239--FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933

0
17. The general authority citation for part 239 continues to read as
follows:

    Authority: 15 U.S.C. 77c, 77f, 77g, 77h, 77j, 77s, 77z-2, 77z-3,
77sss, 78c, 78l, 78m,78n, 78o(d), 78o-7 note, 78u-5, 78w(a), 78ll,
78mm, 80a-2(a), 80a-3, 80a-8, 80a-9, 80a-10, 80a-13, 80a-24, 80a-26,
80a-29, 80a-30, and 80a-37; and sec. 107, Pub. L. 112-106, 126 Stat.
312, unless otherwise noted.
* * * * *

0
18. Amend Sec.  239.31 by revising paragraph (b) to read as follows:

Sec.  239.31  Form F-1, registration statement under the Securities Act
of 1933 for securities of certain foreign private issuers.

* * * * *
    (b) If a registrant is a majority-owned subsidiary, which does not
itself meet the conditions of these eligibility requirements, it shall
nevertheless be deemed to have met such conditions if its parent meets
the conditions and if the parent fully guarantees the securities being
registered as to principal and interest. In such an instance the
parent-guarantor is the issuer of a separate security consisting of the
guarantee which must be concurrently registered but may be registered
on the same registration statement as are the guaranteed securities.
Both the parent-guarantor and the subsidiary shall each disclose the
information required by this Form as if each were the only registrant
except that if the subsidiary will not be eligible to file annual
reports on the form described in Sec.  249.229f (Form 20-F) of this
chapter after the effective date of the registration statement, then it
shall disclose the information specified in the form described in Sec.
239.11 (Form S-1) of this chapter. The requirements of Sec.  210.3-10
(Rule 3-10 of Regulation S-X) of this chapter are applicable to
financial statements for a subsidiary of a parent company that issues
securities guaranteed by the parent company.

0
19. Amend Form F-1 (referenced in Sec.  239.31) by revising Instruction
I.B. under ``General Instructions'' to read as follows:

    Note: The text of Form F-1 does not, and this amendment will
not, appear in the Code of Federal Regulations.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM F-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

* * * * *

GENERAL INSTRUCTIONS

I. Eligibility Requirements for Use of Form F-1

* * * * *
    B. If a registrant is a majority-owned subsidiary, which does not
itself meet the conditions of these eligibility requirements, it shall
nevertheless be deemed to have met such conditions if its parent meets
the conditions and if the parent fully guarantees the securities being
registered as to principal and interest. Note: In such an instance the
parent-guarantor is the issuer of a separate security consisting of the
guarantee which must be concurrently registered but may be registered
on the same registration statement as are the guaranteed securities.
Both the parent-guarantor and the subsidiary shall each disclose the
information required by this Form as if each were the only registrant
except that if the subsidiary will not be eligible to file annual
reports on Form 20-F after the effective date of the registration
statement, then it shall disclose the information specified in Forms S-
1 (Sec.  239.11 of this chapter). The requirements of Rule 3-10 of
Regulation S-X (Sec.  210.3-10 of this chapter) are applicable to
financial statements for a subsidiary of a parent company that issues
securities guaranteed by the parent company.
* * * * *

0
20. Amend Sec.  239.33 by designating the Note to paragraph (a)(5) as
Note 1 to paragraph (a)(5) and revising newly designated Note 1 to
paragraph (a)(5) to read as follows:

Sec.  239.33  Form F-3, for registration under the Securities Act of
1933 of securities of certain foreign private issuers offered pursuant
to certain types of transactions.

* * * * *
    Note 1 to paragraph (a)(5): In the situations described in
paragraphs (a)(5)(iii) through (v) of this section, the parent or
majority-owned subsidiary guarantor is the issuer of a separate
security consisting of the guarantee, which must be concurrently
registered, but may be registered on the same registration statement as
are the guaranteed non-convertible securities. Both the parent and
majority-owned subsidiary shall each disclose the information required
by this Form as if each were the only registrant except that if the
majority-owned subsidiary will not be eligible to file annual reports
on the forms described in Sec.  249.220f (Form 20-F) or Sec.  249.240f
(Form 40-F) of this chapter after the effective date of the
registration statement, then it shall disclose the information
specified in the form described in Sec.  239.13 (Form S-3) of this
chapter. The requirements of Sec.  210.3-10 (Rule 3-10 of Regulation S-
X) of this chapter are applicable to financial statements of a
subsidiary of a parent company that issues securities guaranteed by the
parent company or guarantees securities issued by the parent company.
* * * * *

0
 21. Amend Form F-3 (referenced in Sec.  239.33) by designating the
Note to Instruction I.A.5. under ``General Instructions'' as Note 1 and
revising newly designated Note 1 to read as follows:

    Note: The text of Form F-3 does not, and this amendment will
not, appear in the Code of Federal Regulations.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM F-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

* * * * *
GENERAL INSTRUCTIONS
* * * * *
I. Eligibility Requirements for Use of Form F-3
* * * * *
A. Registration Requirements
* * * * *
    5. Majority-owned Subsidiaries. If a registrant is a majority-owned

subsidiary, security offerings may be registered on this Form if:
* * * * *

    Note 1: In the situation described in paragraphs I.A.5(iii)
through (v) above, the parent or majority-owned subsidiary guarantor
is the issuer of a separate security consisting of the guarantee,
which must be concurrently registered, but may be registered on the
same registration statement as are the guaranteed non-convertible
securities. Both the parent or majority-owned subsidiary shall each
disclose the information required by this Form as if each were the
only registrant except that if the majority-owned subsidiary will
not be eligible to file annual reports on Form 20-F or Form 40-F
after the effective date of the registration statement, then it
shall disclose the information specified in Form S-3. The
requirements of Rule 3-10 of Regulation S-X are applicable to
financial statements for a subsidiary of a parent company that
issues securities guaranteed by the parent company or guarantees
securities issued by the parent company.

* * * * *

0
 22. Amend Form 1-A (referenced in Sec.  239.90) by:
0
a. Revising paragraph (b)(7) of Part F/S; and
0
b. Revising Item 17 of Part III.
    The revisions to read as follows:

    Note: The text of Form 1-A does not, and this amendment will
not, appear in the Code of Federal Regulations.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 1-A

REGULATION A OFFERING STATEMENT UNDER THE SECURITIES ACT OF 1933

* * * * *

Part F/S

* * * * *

(b) Financial Statements for Tier 1 Offerings

* * * * *
    (7) Financial Statements of and Disclosures About Other Entities.
The circumstances described below may require you to file financial
statements of, or provide disclosures about, other entities in the
offering statement. The financial statements of other entities must be
presented for the same periods as if the other entity was the issuer as
described above in paragraphs (b)(3) and (b)(4) unless a shorter period
is specified by the rules below. The financial statements of other
entities shall follow the same audit requirement as paragraph (b)(2) of
this Part F/S:
    (i) Financial Statements of and Disclosures About Guarantors and
Issuers of Guaranteed Securities. The requirements of Rule 3-10 of
Regulation S-X are applicable to financial statements of a subsidiary
that issues securities guaranteed by the parent company or guarantees
securities issued by the parent company. However, the reference in Rule
3-10(a) of Regulation S-X to ``an issuer or guarantor of a guaranteed
security that is registered or being registered is required to file
financial statements required by Regulation S-X with respect to the
guarantee or guaranteed security'' instead refers to ``an issuer or
guarantor of a guaranteed security that is qualified or being qualified
pursuant to Regulation A is required to file financial statements
required by Part F/S of Form 1-A with respect to the guarantee or
guaranteed security.'' The definition of ``parent company'' is the same
as in Rule 3-10(b)(1) of Regulation S-X, except that Rule 3-
10(b)(1)(ii) instead reads as follows: ``Is, or as a result of the
subject offering statement will be, required to file reports with the
Commission pursuant to Rule 257(b) of Regulation A (Sec. Sec.  230.251-
230.263), or is an Exchange Act reporting company.'' The parent company
must also provide the disclosures required by Rule 13-01 of Regulation
S-X. The parent company may elect to provide these disclosures in a
footnote to its consolidated financial statements or alternatively, in
management's discussion and analysis of financial condition and results
of operations described in Item 9 of Form 1-A in its offering statement
on Form 1-A filed in connection with the offer and sale of the subject
securities.
    (ii) Financial Statements of and Disclosures About Affiliates Whose
Securities Collateralize an Issuance. The requirements of Rules 3-16 or
13-02 of Regulation S-X are applicable if an issuer's securities that
are qualified or being qualified pursuant to Regulation A are
collateralized by the securities of the issuer's affiliates. Rule 13-02
of Regulation S-X must be followed unless Rule 3-16 of Regulation S-X
applies. The issuer may elect to provide the disclosures specified in
Rule 13-02 of Regulation S-X in a footnote to its consolidated
financial statements or alternatively, in management's discussion and
analysis of financial condition and results of operations described in
Item 9 of Form 1-A in its offering statement on Form 1-A filed in
connection with the offer and sale of the subject securities.
* * * * *

Item 17. Description of Exhibits

    As appropriate, the following documents must be filed as exhibits
to the offering statement.
* * * * *
    17. Subsidiary guarantors and issuers of guaranteed securities and
affiliates whose securities collateralize securities of the issuer.
List each of the entities in paragraphs (a) and (b) below under an
appropriately captioned heading that identifies the associated
securities. An entity need not be listed more than once so long as its
role as issuer, co-issuer, or guarantor of a guaranteed security and/or
as affiliate whose security is pledged as collateral for an issuer's
security is clearly indicated with respect to each applicable security:
    (a) For an issuer that is the parent company (as that term is
defined in paragraph (b)(7(i) of Part F/S) and subject to Sec.  210.13-
01 as described in paragraph (b)(7)(i) of Part F/S, each of the
issuer's subsidiaries that is a guarantor, issuer, or co-issuer of the
guaranteed security for which the issuer is required to file reports
with the Commission pursuant to Rule 257(b) of Regulation A, or is an
Exchange Act reporting company subject to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934, or the offer and sale of
which is qualified or being qualified pursuant to Regulation A; and
    (b) For an issuer that is subject to Sec.  210.13-02 as described
in paragraph (b)(7)(i) of Part F/S, each of the issuer's affiliates
whose security is pledged as collateral for the issuer's security for
which the issuer is required to file reports with the Commission
pursuant to Rule 257(b) of Regulation A, or is an Exchange Act
reporting company subject to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934, or the offer and sale of which is
qualified or being qualified pursuant to Regulation A. For each
affiliate, also identify the security or securities pledged as
collateral.
* * * * *

0
23. Amend Form 1-K (referenced in Sec.  239.91) by revising paragraph
Item 7(g) of Part II to read as follows:

    Note: The text of Form 1-K does not, and this amendment will
not, appear in the Code of Federal Regulations.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 1-K

* * * * *

PART II

* * * * *

Item 7. Financial Statements

* * * * *
    (g) Financial Statements of and Disclosures About Other Entities.
The circumstances described below may require you to file financial
statements of, or provide disclosures about, other entities. The
financial statements of other entities must be presented for the same
periods as the issuer's financial statements described above in
paragraphs (d) and (e) unless a shorter period is specified by the
rules below.
    (1) Financial Statements of and Disclosures About Guarantors and
Issuers of Guaranteed Securities. The requirements of Rule 3-10 of
Regulation S-X are applicable to financial statements of a subsidiary
that issues securities guaranteed by the parent company or guarantees
securities issued by the parent company. However, the reference in Rule
3-10(a) of Regulation S-X to ``an issuer or guarantor of a guaranteed
security that is registered or being registered is required to file
financial statements required by Regulation S-X with respect to the
guarantee or guaranteed security'' instead refers to ``an issuer or
guarantor of a guaranteed security that is qualified or being qualified
pursuant to Regulation A is required to file financial statements
required by Item 7 of Part II of Form 1-K with respect to the guarantee
or guaranteed security.'' The definition of ``parent company'' is the
same as in Rule 3-10(b)(1) of Regulation S-X, except that Rule 3-
10(b)(1)(ii) instead reads as follows: ``Is, or as a result of the
subject offering statement will be, required to file reports with the
Commission pursuant to Rule 257(b) of Regulation A (Sec. Sec.  230.251-
230.263), or is an Exchange Act reporting company.'' The parent company
must also provide the disclosures required by Rule 13-01 of Regulation
S-X. The parent company may elect to provide these disclosures in a
footnote to its consolidated financial statements or alternatively, in
management's discussion and analysis of financial condition and results
of operations described in Item 2 of Part II of Form 1-K.
    (2) Financial Statements of and Disclosures About Affiliates Whose
Securities Collateralize an Issuance. The requirements of Rules 3-16 or
13-02 of Regulation S-X are applicable if an issuer's securities that
are qualified or being qualified pursuant to Regulation A are
collateralized by the securities of the issuer's affiliates. Rule 13-02
of Regulation S-X must be followed unless Rule 3-16 of Regulation S-X
applies. The issuer may elect to provide the disclosures specified in
Rule 13-02 of Regulation S-X in a footnote to its consolidated
financial statements or alternatively, in management's discussion and
analysis of financial condition and results of operations described in
Item 2 of Part II of Form 1-K.
* * * * *

0
24. Amend Form 1-SA (referenced in Sec.  239.92) by revising Item 3(e)
to read as follows:

    Note: The text of Form 1-SA does not, and this amendment will
not, appear in the Code of Federal Regulations.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 1-SA

* * * * *

INFORMATION TO BE INCLUDED IN REPORT

* * * * *

Item 3. Financial Statements

* * * * *
    (e) Financial Statements of and Disclosures About Other Entities.
The circumstances described below may require you to file financial
statements of, or provide disclosures about, other entities. These
financial statements and disclosures may be unaudited.
    (1) Financial Statements of and Disclosures About Guarantors and
Issuers of Guaranteed Securities. The requirements of Rule 3-10 of
Regulation S-X are applicable to financial statements of a subsidiary
that issues securities guaranteed by the parent company or guarantees
securities issued by the parent company. However, the reference in Rule
3-10(a) of Regulation S-X to ``an issuer or guarantor of a guaranteed
security that is registered or being registered is required to file
financial statements required by Regulation S-X with respect to the
guarantee or guaranteed security'' instead refers to ``an issuer or
guarantor of a guaranteed security that is qualified or being qualified
pursuant to Regulation A is required to file financial statements
required by Item 3 of Form 1-SA with respect to the guarantee or
guaranteed security.'' The definition of ``parent company'' is the same
as in Rule 3-10(b)(1) of Regulation S-X, except that Rule 3-
10(b)(1)(ii) instead reads as follows: ``Is, or as a result of the
subject offering statement will be, required to file reports with the
Commission pursuant to Rule 257(b) of Regulation A (Sec. Sec.  230.251-
230.263), or is an Exchange Act reporting company.'' The parent company
must also provide the disclosures required by Rule 13-01 of Regulation
S-X. The parent company may elect to provide these disclosures in a
footnote to its consolidated financial statements or alternatively, in
management's discussion and analysis of financial condition and results
of operations described in Item 1 of Form 1-SA.
    (2) Disclosures About Affiliates Whose Securities Collateralize an
Issuance. Disclosures about an issuer's affiliates whose securities
collateralize any class of securities being offered must be provided as
required by Rule 13-02 of Regulation S-X. The issuer may elect to
provide these disclosures in a footnote to its consolidated financial
statements or alternatively, in management's discussion and analysis of
financial condition and results of operations described in Item 1 of
Form 1-SA.

PART 240--GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE ACT OF
1934

0
25. The general authority citation for part 240 continues to read as
follows:

    Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77z-2, 77z-3,
77eee, 77ggg, 77nnn, 77sss, 77ttt, 78c, 78c-3, 78c-5, 78d, 78e, 78f,
78g, 78i, 78j, 78j-1, 78k, 78k-1, 78l, 78m, 78n, 78n-1, 78o, 78o-4,
78o-10, 78p, 78q, 78q-1, 78s, 78u-5, 78w, 78x, 78dd, 78ll, 78mm,
80a-20, 80a-23, 80a-29, 80a-37, 80b-3, 80b-4, 80b-11, and 7201 et
seq.; and 8302; 7 U.S.C. 2(c)(2)(E); 12 U.S.C. 5221(e)(3); 18 U.S.C.
1350; Pub. L. 111-203, 939A, 124 Stat. 1376 (2010); and Pub. L. 112-
106, secs. 503 and 602, 126 Stat. 326 (2012), unless otherwise
noted.
* * * * *

0
26. Revise Sec.  240.12h-5 to read as follows:

Sec.  240.12h-5  Exemption for subsidiary issuers of guaranteed
securities and subsidiary guarantors.

    Any issuer of a guaranteed security, or guarantor of a security,
that is permitted to omit financial statements by Sec.  210.3-10 (Rule
3-10 of Regulation S-X) of this chapter is exempt from the requirements
of 15 U.S.C. 78m(a) (Section 13(a) of the Act) or 78o(d) (Section 15(d)
of the Act).

PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934

0
 27. The authority citation for part 249 continues to read, in part, as
follows:

    Authority: 15 U.S.C. 78a et seq. and 7201 et seq.; 12 U.S.C.
5461 et seq.; 18 U.S.C. 1350; Sec. 953(b), Pub. L. 111-203, 124
Stat. 1904; Sec. 102(a)(3), Pub. L. 112-106, 126 Stat. 309 (2012);
Sec. 107, Pub. L. 112-106, 126 Stat. 313 (2012), and Sec. 72001,
Pub. L. 114-94,

129 Stat. 1312 (2015), unless otherwise noted.
* * * * *

0
28. Amend Form 20-F (referenced in Sec.  249.220f) by:
0
a. Revising Instruction 1 to Item 8;
0
b. Revising Instruction 17 to the ``Instructions as to Exhibits''; and
0
c. Reserving Instructions 18 through 100 under ``Instructions as to
Exhibits''.
    The revisions read as follows:

    Note: The text of Form 20-F does not, and this amendment will
not, appear in the Code of Federal Regulations.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 20-F

* * * * *

Item 8. Financial Information

* * * * *

Instructions to Item 8:

    1. This item refers to the company, but note that under Rules 3-05,
3-09, 3-10, 3-14, 3-16, 13-01, and 13-02 of Regulation S-X, you also
may have to provide financial statements or financial information for
entities other than the issuer. In some cases, you may have to provide
financial statements for a predecessor. See the definition of
``predecessor'' in Exchange Act Rule 12b-2 and Securities Act Rule 405.
* * * * *

Item 19. Exhibits.

* * * * *
INSTRUCTIONS AS TO EXHIBITS
* * * * *
    17. Subsidiary guarantors and issuers of guaranteed securities and
affiliates whose securities collateralize securities of the registrant.
List each of the entities in paragraphs (a) and (b) below under an
appropriately captioned heading that identifies the associated
securities. An entity need not be listed more than once so long as its
role as issuer, co-issuer, or guarantor of a guaranteed security and/or
as affiliate whose security is pledged as collateral for a registrant's
security is clearly indicated with respect to each applicable security:
    (a) For a registrant that is the parent company (as that term is
defined in Sec.  210.3-10(b)(1)) and subject to Sec.  210.13-01, each
of the registrant's subsidiaries that is a guarantor, issuer, or co-
issuer of the guaranteed security subject to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, or the offer and sale of which is
being registered under the Securities Act of 1933; and
    (b) For a registrant that is subject to Sec.  210.13-02, each of
the registrant's affiliates whose security is pledged as collateral for
the registrant's security subject to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934, or the offer and sale of which is
being registered under the Securities Act of 1933. For each affiliate,
also identify the security or securities pledged as collateral.
    18 through 100 [Reserved]
* * * * *

    By the Commission.

    Dated: March 2, 2020.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2020-04776 Filed 4-17-20; 8:45 am]
BILLING CODE 8011-01-P