11 (except for the financial statements, selected financial data, and
  supplementary information called for by those forms). The burden
  associated with Form 1-A is affected only to the extent that an issuer
  chooses to use Part I of these forms. The Commission staff estimates
  that 10.6% of Form 1-A filings reflect this election.
[ohm] The estimated burden increase associated with these amendments has
  been increased from 1.0 hour per form and 0.1 hour per schedule that
  was reflected in the Proposing Release. See Proposing Release at
  12106. The increase has been made to account for amended Item
  303(b)(1) (clarifying the liquidity and capital resources disclosure
  requirements of the item).
[phiv] The estimated burden decrease has been increased from 1.0 hour
  per form and 0.2 hours per schedule that was reflected in the
  Proposing Release. See Proposing Release at 12106. Input from
  commenters suggested that the original estimate did not sufficiently
  reflect the amount of time required to produce the table of
  contractual obligations. See e.g., letters from Eli Lilly; FEI;
  UnitedHealth; Costco.
\3\ To the extent that SRCs may face some increased burden as a result
  of this change, it is reflected in the estimated burden associated
  with amended Item 303(b)(1).

D. Incremental and Aggregate Burden and Cost Estimates for the Final
Amendments

    Below we estimate the incremental and aggregate reductions in
paperwork burden as a result of the final amendments. These estimates
represent the average burden for all registrants, both large and small.
In deriving our estimates, we recognize that the burdens will likely
vary among individual registrants based on a number of factors,
including the nature of their business. We do not believe that the
final amendments would change the frequency of responses to the
existing collections of information; rather, we estimate that the final
amendments would change only the burden per response, as estimated
above.
    The burden estimates were calculated by multiplying the estimated
number of responses by the estimated average amount of time it would
take a registrant to prepare and review disclosure required under the
final amendments. For purposes of the PRA, the burden is to be
allocated between internal burden hours and outside professional costs.
PRA Table 2 below sets forth the percentage estimates we typically use
for the burden allocation for each collection of information. We also
estimate that the average cost of retaining outside professionals is
$400 per hour.\458\
---------------------------------------------------------------------------

    \458\ We recognize that the costs of retaining outside
professionals may vary depending on the nature of the professional
services, but for purposes of this PRA analysis, we estimate that
such costs would be an average of $400 per hour. This estimate is
based on consultations with several registrants, law firms, and
other persons who regularly assist registrants in preparing and
filing reports with the Commission.

     PRA Table 2--Standard Estimated Burden Allocation for Specified
                       Collections of Information
------------------------------------------------------------------------
                                                             Outside
       Collection of information          Internal (%)    professionals
                                                               (%)
------------------------------------------------------------------------
Forms 1-A, 10-K, 10-Q, 8-K, Schedule                 75               25
 14A...................................
Forms S-1, S-4, S-11, F-1, F-4, SF-1,                25               75
 SF-3, and 10..........................
Forms 20-F and 40-F....................              25               75
Form N-2...............................              25               75
------------------------------------------------------------------------

    PRA Table 3 below illustrates the incremental change to the total
annual compliance burden of affected collections of information, in
hours and in costs, as a result of the final amendments.

             PRA Table 3--Calculation of the Incremental Change in Burden Estimates of Current Responses Resulting From the Final Amendments
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                       Number of          Burden hour        Reduction in        Reduction in        Reduction in        Reduction in
                                       estimated         reduction per     burden hours for    company hours for  professional hours  professional costs
    Collection of Information           affected       current affected    current affected    current affected       for current         for current
                                       responses           response            responses           responses      affected responses  affected responses
                                               (A) *                 (B)  (C) = (A) x (B) **    (D) = (C) x 0.25     (E) = (C) - (D)    (F) = (E) x $400
                                                                                or 0.75
--------------------------------------------------------------------------------------------------------------------------------------------------------
S-1..............................                901                 5.9               5,316               1,329               3,987          $1,594,800
S-4..............................                551                 5.9               3,251                 813               2,438             975,200

S-11.............................                 64                 5.9                 378                  95                 283             113,200
F-1..............................                 63                 3.5                 221                  55                 166              66,400
F-4..............................                 39                 3.5                 137                  34                 103              41,200
N-2..............................                298                 0.8                 238                 179                  59              23,600
1-A..............................                179                 0.1                  18                  14                   4               1,600
10...............................                216                 5.9               1,274                 319                 955             382,000
10-K.............................              8,137                 5.9              48,008              36,006              12,002           4,800,800
10-Q.............................             22,907                 1.9              43,523              32,642              10,881           4,352,400
20-F.............................                725                 2.0               1,450                 363               1,087             434,800
40-F.............................                132                 2.0                 264                  66                 198              79,200
Sch. 14A.........................              5,586                 0.5               2,793               2,095                 698             279,200
                                  ----------------------------------------------------------------------------------------------------------------------
    Total........................             39,798                43.8             106,871              74,010              32,861          13,144,400
--------------------------------------------------------------------------------------------------------------------------------------------------------
* The number of estimated affected responses is based on the number of responses in the Commission's current OMB PRA filing inventory. The OMB PRA
  filing inventory represents a three-year average.
** The estimated reductions in Columns (C), (D), and (E) are rounded to the nearest whole number.

    The following PRA Table 4 summarizes the requested paperwork
burden, including the estimated total reporting burdens and costs,
under the final amendments.

                                                               PRA Table 4--Requested Paperwork Burden Under the Final Amendments
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                  Current burden                                  Program change                                  Revised burden
                                                 -----------------------------------------------------------------------------------------------------------------------------------------------
            Collection of information                                                                Number of                     Reduction in
                                                  Current annual  Current burden   Current cost      affected      Reduction in    professional       Annual       Burden hours     Cost burden
                                                     responses         hours          burden         responses     company hours       costs         responses
                                                             (A)             (B)             (C)             (D)    (E) [dagger]    (F) [Dagger]       (G) = (A)   (H) = (B)-(E)   (I) = (C)-(F)
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
S-1.............................................             901         147,208    $180,319,975             901           1,329      $1,594,800             901         145,879    $178,725,175
S-4.............................................             551         562,465     677,378,579             551             813         975,200             551         561,652     676,403,379
S-11............................................              64          12,214      14,925,768              64              95         113,200              64          12,119      14,812,568
F-1.............................................              63          26,692      32,275,375              63              55          66,400              63          26,637      32,208,975
F-4.............................................              39          14,049      17,073,825              39              34          41,200              39          14,015      17,032,625
N-2.............................................             298          94,350       6,269,752             298             179          23,600             298          94,171       6,246,152
1-A.............................................             179          98,396      13,111,912             179              14           1,600             179          98,382      13,110,312
10..............................................             216          11,855      14,091,488             216             319         382,000             216          11,536      13,709,488
10-K............................................           8,137      14,198,780   1,895,224,719           8,137          36,006       4,800,800           8,137      14,162,774   1,890,423,919
10-Q............................................          22,907       3,209,558     425,120,754          22,907          32,642       4,352,400          22,907       3,176,916     420,768,354
20-F............................................             725         479,304     576,875,025             725             363         434,800             725         478,941     576,440,225
40-F............................................             132          14,237      17,084,560             132              66          79,200             132          14,171      17,005,360
Sch. 14A........................................           5,586         551,101      73,480,012           5,586           2,095         279,200           5,586         549,006      73,200,812
    Total.......................................          39,798      19,399,109   3,941,630,388          39,798          74,010      13,144,400          39,798      19,325,099   3,928,485,988
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
[dagger] From Column (D) in PRA Table 3.
[Dagger] From Column (F) in PRA Table 3.

VII. Final Regulatory Flexibility Act Certification

    In connection with the Proposing Release, the Commission certified
that the proposals would not, if adopted, have a significant economic
impact on a substantial number of small entities. The certification,
including the factual bases for the determination, was published with
the Proposing Release in satisfaction of Section 605(b) of the
Regulatory Flexibility Act (``RFA'').\459\ The Commission requested
comment on the certification and received none.
---------------------------------------------------------------------------

    \459\ 5 U.S.C. 601 et seq.
---------------------------------------------------------------------------

    We are adopting the amendments as proposed with several minor
changes and two substantive changes relating to Item 302(a), disclosure
of selected quarterly financial data of specified operating results,
and Item 303, disclosure of liquidity and capital resources. As
discussed above, we believe that the impact on small entities as a
result of these changes will not be significant.\460\ We expect the
final amendments will reduce the paperwork burden for all registrants,
including small entities.\461\ Although, we anticipate that the
economic impact of the reduction in the paperwork burden will be
modest, the reduction in the burden will be beneficial to all
registrants, including small entities. Accordingly, the Commission
hereby certifies, pursuant to 5 U.S.C. 605(b),

that the final amendments will not have a significant economic impact
on a substantial number of small entities for purposes of the RFA.
---------------------------------------------------------------------------

    \460\ This includes elimination of current Item 303(d), which
provides, in relevant part, an accommodation for SRCs with respect
to the contractual obligations table required by current Item
303(a)(5). Because the basis for current Item 303(d) was a reduction
in the burdens associated with the preparation of the contractual
obligations table itself, and because we are eliminating that
prescriptive requirement, we do not believe that the elimination of
current Item 303(d) will have a significant impact on SRCs. See
Section II.C.11 supra.
    \461\ See supra Section V.D.
---------------------------------------------------------------------------

VIII. Statutory Authority

    The amendments contained in this release are being adopted under
the authority set forth in Sections 7, 10, 19(a), and 28 of the
Securities Act of 1933, as amended, Sections 3(b), 12, 13, 14, 23(a),
and 36 of the Securities Exchange Act of 1934, as amended, and Sections
8, 24, 30, and 38 of the Investment Company Act of 1940, as amended.

List of Subjects

17 CFR Part 210

    Accountants, Accounting, Banks, Banking, Employee benefit plans,
Holding companies, Insurance companies, Investment companies, Oil and
gas exploration, Reporting and recordkeeping requirements, Securities,
Utilities.

17 CFR Parts 229, 239, 240, and 249

    Administrative practice and procedure, Reporting and recordkeeping
requirements, Securities.

Text of the Final Rule and Form Amendments

    In accordance with the foregoing, we are amending 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 read 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. Amend Sec.  210.1-02 by revising paragraphs (bb)(1) introductory
text and (bb)(2) to read as follows:

Sec.  210.1-02  Definitions of terms used in Regulation S-X (17 CFR
part 210).

* * * * *
    (bb) * * *
    (1) Except as provided in paragraph (bb)(2) of this section,
summarized financial information referred to in this part shall mean
the presentation of summarized information as to the assets,
liabilities and results of operations of the entity for which the
information is required. Summarized financial information shall include
the following disclosures, which may be subject to appropriate
variation to conform to the nature of the entity's business:
* * * * *
    (2) Summarized financial information for unconsolidated
subsidiaries and 50 percent or less owned persons referred to in and
required by Sec.  210.10-01(b) for interim periods shall include the
information required by paragraph (bb)(1)(ii) of this section.
* * * * *

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
3. The authority citation for part 229 continues to read 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, 78 mm, 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).

Sec.  229.10   [Amended]

0
4. Amend Sec.  229.10(f) introductory text in the table by removing
entries for ``Item 301'' and ``Item 303''.

Sec.  229.301  [Removed and Reserved]

0
5. Remove and reserve Sec.  229.301.

0
6. Amend Sec.  229.302 by revising paragraph (a) to read as follows:

Sec.  229.302  (Item 302) Supplementary financial information.

    (a) Disclosure of material quarterly changes. When there are one or
more retrospective changes to the statements of comprehensive income
for any of the quarters within the two most recent fiscal years or any
subsequent interim period for which financial statements are included
or are required to be included by Sec. Sec.  210.3-01 through 210.3-20
of this chapter (Article 3 of Regulation S-X) that individually or in
the aggregate are material, provide an explanation of the reasons for
such material changes and disclose, for each affected quarterly period
and the fourth quarter in the affected year, summarized financial
information related to the statements of comprehensive income as
specified in Sec.  210.1-02(bb)(1)(ii) of this chapter (Rule 1-
02(bb)(1)(ii) of Regulation S-X) and earnings per share reflecting such
changes.
    (1) If the financial statements to which this information relates
have been reported on by an accountant, appropriate professional
standards and procedures, as enumerated in Auditing Standards issued by
the Public Company Accounting Oversight Board (``PCAOB''), shall be
followed by the reporting accountant with regard to the disclosure
required by this paragraph (a).
    (2) This paragraph (a) applies to any registrant, except a foreign
private issuer, that has securities registered pursuant to sections
12(b) (15 U.S.C. 78l(b)) (other than mutual life insurance companies)
or 12(g) of the Exchange Act (15 U.S.C. 78l(g)) after the registrant's
initial registration of securities under these sections.
    (3) A registrant that qualifies as a smaller reporting company, as
defined by Sec.  229.10(f)(1), is not required to provide the
information required by this section.
* * * * *

0
7. Revise Sec.  229.303 to read as follows:

Sec.  229.303  (Item 303) Management's discussion and analysis of
financial condition and results of operations.

    (a) Objective. The objective of the discussion and analysis is to
provide material information relevant to an assessment of the financial
condition and results of operations of the registrant including an
evaluation of the amounts and certainty of cash flows from operations
and from outside sources. The discussion and analysis must focus
specifically on material events and uncertainties known to management
that are reasonably likely to cause reported financial information not
to be necessarily indicative of future operating results or of future
financial condition. This includes descriptions and amounts of matters
that have had a material impact on reported operations, as well as
matters that are reasonably likely based on management's assessment to
have a material impact on future operations. The discussion and
analysis must be of the financial statements and other statistical data
that the registrant believes will enhance a reader's understanding of
the registrant's financial condition, cash flows and other changes in
financial condition and results of operations. A discussion and
analysis that meets the requirements of this paragraph (a) is expected
to better allow investors to

view the registrant from management's perspective.
    (b) Full fiscal years. The discussion of financial condition,
changes in financial condition and results of operations must provide
information as specified in paragraphs (b)(1) through (3) of this
section and such other information that the registrant believes to be
necessary to an understanding of its financial condition, changes in
financial condition and results of operations. Where the financial
statements reflect material changes from period-to-period in one or
more line items, including where material changes within a line item
offset one another, describe the underlying reasons for these material
changes in quantitative and qualitative terms. Where in the
registrant's judgment a discussion of segment information and/or of
other subdivisions (e.g., geographic areas, product lines) of the
registrant's business would be necessary to an understanding of such
business, the discussion must focus on each relevant reportable segment
and/or other subdivision of the business and on the registrant as a
whole.
    (1) Liquidity and capital resources. Analyze the registrant's
ability to generate and obtain adequate amounts of cash to meet its
requirements and its plans for cash in the short-term (i.e., the next
12 months from the most recent fiscal period end required to be
presented) and separately in the long-term (i.e., beyond the next 12
months). The discussion should analyze material cash requirements from
known contractual and other obligations. Such disclosures must specify
the type of obligation and the relevant time period for the related
cash requirements. As part of this analysis, provide the information in
paragraphs (b)(1)(i) and (ii) of this section.
    (i) Liquidity. Identify any known trends or any known demands,
commitments, events or uncertainties that will result in or that are
reasonably likely to result in the registrant's liquidity increasing or
decreasing in any material way. If a material deficiency is identified,
indicate the course of action that the registrant has taken or proposes
to take to remedy the deficiency. Also identify and separately describe
internal and external sources of liquidity, and briefly discuss any
material unused sources of liquid assets.
    (ii) Capital resources. (A) Describe the registrant's material cash
requirements, including commitments for capital expenditures, as of the
end of the latest fiscal period, the anticipated source of funds needed
to satisfy such cash requirements and the general purpose of such
requirements.
    (B) Describe any known material trends, favorable or unfavorable,
in the registrant's capital resources. Indicate any reasonably likely
material changes in the mix and relative cost of such resources. The
discussion must consider changes among equity, debt, and any off-
balance sheet financing arrangements.
    (2) Results of operations. (i) Describe any unusual or infrequent
events or transactions or any significant economic changes that
materially affected the amount of reported income from continuing
operations and, in each case, indicate the extent to which income was
so affected. In addition, describe any other significant components of
revenues or expenses that, in the registrant's judgment, would be
material to an understanding of the registrant's results of operations.
    (ii) Describe any known trends or uncertainties that have had or
that are reasonably likely to have a material favorable or unfavorable
impact on net sales or revenues or income from continuing operations.
If the registrant knows of events that are reasonably likely to cause a
material change in the relationship between costs and revenues (such as
known or reasonably likely future increases in costs of labor or
materials or price increases or inventory adjustments), the change in
the relationship must be disclosed.
    (iii) If the statement of comprehensive income presents material
changes from period to period in net sales or revenue, if applicable,
describe the extent to which such changes are attributable to changes
in prices or to changes in the volume or amount of goods or services
being sold or to the introduction of new products or services.
    (3) Critical accounting estimates. Critical accounting estimates
are those estimates made in accordance with generally accepted
accounting principles that involve a significant level of estimation
uncertainty and have had or are reasonably likely to have a material
impact on the financial condition or results of operations of the
registrant. Provide qualitative and quantitative information necessary
to understand the estimation uncertainty and the impact the critical
accounting estimate has had or is reasonably likely to have on
financial condition or results of operations to the extent the
information is material and reasonably available. This information
should include why each critical accounting estimate is subject to
uncertainty and, to the extent the information is material and
reasonably available, how much each estimate and/or assumption has
changed over a relevant period, and the sensitivity of the reported
amount to the methods, assumptions and estimates underlying its
calculation.
    Instructions to paragraph (b): 1. Generally, the discussion must
cover the periods covered by the financial statements included in the
filing and the registrant may use any presentation that in the
registrant's judgment enhances a reader's understanding. A smaller
reporting company's discussion must cover the two-year period required
in Sec. Sec.  210.8-01 through 210.8-08 of this chapter (Article 8 of
Regulation S-X) and may use any presentation that in the registrant's
judgment enhances a reader's understanding. For registrants providing
financial statements covering three years in a filing, discussion about
the earliest of the three years may be omitted if such discussion was
already included in the registrant's prior filings on EDGAR that
required disclosure in compliance with Sec.  229.303 (Item 303 of
Regulation S-K), provided that registrants electing not to include a
discussion of the earliest year must include a statement that
identifies the location in the prior filing where the omitted
discussion may be found. An emerging growth company, as defined in
Sec.  230.405 of this chapter (Rule 405 of the Securities Act) or Sec.
240.12b-2 of this chapter (Rule 12b-2 of the Exchange Act), may provide
the discussion required in paragraph (b) of this section for its two
most recent fiscal years if, pursuant to Section 7(a) of the Securities
Act of 1933 (15 U.S.C. 77g(a)), it provides audited financial
statements for two years in a Securities Act registration statement for
the initial public offering of the emerging growth company's common
equity securities.
    2. If the reasons underlying a material change in one line item in
the financial statements also relate to other line items, no repetition
of such reasons in the discussion is required and a line-by-line
analysis of the financial statements as a whole is neither required nor
generally appropriate. Registrants need not recite the amounts of
changes from period to period if they are readily computable from the
financial statements. The discussion must not merely repeat numerical
data contained in the financial statements.
    3. Provide the analysis in a format that facilitates easy
understanding and that supplements, and does not duplicate, disclosure
already provided in the filing. For critical accounting estimates, this
disclosure must supplement, but not duplicate, the description of
accounting policies or

other disclosures in the notes to the financial statements.
    4. For the liquidity and capital resources disclosure, discussion
of material cash requirements from known contractual obligations may
include, for example, lease obligations, purchase obligations, or other
liabilities reflected on the registrant's balance sheet. Except where
it is otherwise clear from the discussion, the registrant must discuss
those balance sheet conditions or income or cash flow items which the
registrant believes may be indicators of its liquidity condition.
    5. Where financial statements presented or incorporated by
reference in the registration statement are required by Sec.  210.4-
08(e)(3) of this chapter (Rule 4-08(e)(3) of Regulation S-X) to include
disclosure of restrictions on the ability of both consolidated and
unconsolidated subsidiaries to transfer funds to the registrant in the
form of cash dividends, loans or advances, the discussion of liquidity
must include a discussion of the nature and extent of such restrictions
and the impact such restrictions have had or are reasonably likely to
have on the ability of the parent company to meet its cash obligations.
    6. Any forward-looking information supplied is expressly covered by
the safe harbor rule for projections. See 17 CFR 230.175 [Rule 175
under the Securities Act], 17 CFR 240.3b-6 [Rule 3b-6 under the
Exchange Act], and Securities Act Release No. 6084 (June 25, 1979).
    7. All references to the registrant in the discussion and in this
section mean the registrant and its subsidiaries consolidated.
    8. Discussion of commitments or obligations, including contingent
obligations, arising from arrangements with unconsolidated entities or
persons that have or are reasonably likely to have a material current
or future effect on a registrant's financial condition, changes in
financial condition, revenues or expenses, results of operations,
liquidity, cash requirements or capital resources must be provided even
when the arrangement results in no obligations being reported in the
registrant's consolidated balance sheets. Such off-balance sheet
arrangements may include: Guarantees; retained or contingent interests
in assets transferred; contractual arrangements that support the
credit, liquidity or market risk for transferred assets; obligations
that arise or could arise from variable interests held in an
unconsolidated entity; or obligations related to derivative instruments
that are both indexed to and classified in a registrant's own equity
under U.S. GAAP.
    9. If the registrant is a foreign private issuer, briefly discuss
any pertinent governmental economic, fiscal, monetary, or political
policies or factors that have materially affected or could materially
affect, directly or indirectly, its operations or investments by United
States nationals. The discussion must also consider the impact of
hyperinflation if hyperinflation has occurred in any of the periods for
which audited financial statements or unaudited interim financial
statements are filed. See Sec.  210.3-20(c) of this chapter (Rule 3-
20(c) of Regulation S-X) for a discussion of cumulative inflation rates
that may trigger the requirement in this instruction 9 to this
paragraph (b).
    10. If the registrant is a foreign private issuer, the discussion
must focus on the primary financial statements presented in the
registration statement or report. The foreign private issuer must refer
to the reconciliation to United States generally accepted accounting
principles and discuss any aspects of the difference between foreign
and United States generally accepted accounting principles, not
discussed in the reconciliation, that the registrant believes are
necessary for an understanding of the financial statements as a whole,
if applicable.
    11. The term statement of comprehensive income is as defined in
Sec.  210.1-02 of this chapter (Rule 1-02 of Regulation S-X).
    (c) Interim periods. If interim period financial statements are
included or are required to be included by 17 CFR 210.3 [Article 3 of
Regulation S-X], a management's discussion and analysis of the
financial condition and results of operations must be provided so as to
enable the reader to assess material changes in financial condition and
results of operations between the periods specified in paragraphs
(c)(1) and (2) of this section. The discussion and analysis must
include a discussion of material changes in those items specifically
listed in paragraph (b) of this section.
    (1) Material changes in financial condition. Discuss any material
changes in financial condition from the end of the preceding fiscal
year to the date of the most recent interim balance sheet provided. If
the interim financial statements include an interim balance sheet as of
the corresponding interim date of the preceding fiscal year, any
material changes in financial condition from that date to the date of
the most recent interim balance sheet provided also must be discussed.
If discussions of changes from both the end and the corresponding
interim date of the preceding fiscal year are required, the discussions
may be combined at the discretion of the registrant.
    (2) Material changes in results of operations. (i) Discuss any
material changes in the registrant's results of operations with respect
to the most recent fiscal year-to-date period for which a statement of
comprehensive income is provided and the corresponding year-to-date
period of the preceding fiscal year.
    (ii) Discuss any material changes in the registrant's results of
operations with respect to either the most recent quarter for which a
statement of comprehensive income is provided and the corresponding
quarter for the preceding fiscal year or, in the alternative, the most
recent quarter for which a statement of comprehensive income is
provided and the immediately preceding sequential quarter. If the
latter immediately preceding sequential quarter is discussed, then
provide in summary form the financial information for that immediately
preceding sequential quarter that is subject of the discussion or
identify the registrant's prior filings on EDGAR that present such
information. If there is a change in the form of presentation from
period to period that forms the basis of comparison from previous
periods provided pursuant to this paragraph, the registrant must
discuss the reasons for changing the basis of comparison and provide
both comparisons in the first filing in which the change is made.
    Instructions to paragraph (c): 1. If interim financial statements
are presented together with financial statements for full fiscal years,
the discussion of the interim financial information must be prepared
pursuant to this paragraph (c) and the discussion of the full fiscal
year's information must be prepared pursuant to paragraph (b) of this
section. Such discussions may be combined. Instructions 2, 3, 4, 6, 8,
and 11 to paragraph (b) of this section apply to this paragraph (c).
    2. The registrant's discussion of material changes in results of
operations must identify any significant elements of the registrant's
income or loss from continuing operations which do not arise from or
are not necessarily representative of the registrant's ongoing
business.

0
8. Amend Sec.  229.914 by revising paragraph (a) to read as follows:

Sec.  229.914   (Item 914) Pro forma financial statements: selected
financial data.

    (a) In addition to the information required by Sec.  229.302 (Item
302 of Regulation S-K), for each partnership proposed to be included in
a roll-up transaction provide: cash and cash equivalents, total assets
at book value, total assets at the value assigned for purposes of the
roll-up transaction (if applicable), total liabilities, general and
limited partners' equity, net increase (decrease) in cash and cash
equivalents, net cash provided by operating activities, distributions;
and per unit data for net income (loss), book value, value assigned for
purposes of the roll-up transaction (if applicable), and distributions
(separately identifying distributions that represent a return of
capital). This information must be provided for the previous two fiscal
years. Additional or other information must be provided if material to
an understanding of each partnership proposed to be included in a roll-
up transaction.
* * * * *

0
9. Amend Sec.  229.1112 by revising paragraph (b)(1) and Instruction
3.a. to paragraph (b) to read as follows:

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

* * * * *
    (b) * * *
    (1) If the pool assets relating to a significant obligor represent
10% or more, but less than 20%, of the asset pool, provide summarized
financial information, as defined by Sec.  210.1-02(bb) of this chapter
(Rule 1-02(bb) of Regulation S-X), for the significant obligor for each
of the last three fiscal years (or the life of the significant obligor
and its predecessors, if less), provided, however, that for a
significant obligor under Sec.  229.1101(k)(2) (Item 1101(k)(2) of
Regulation AB), only net operating income for the most recent fiscal
year and interim period is required.
* * * * *
    Instructions to Item 1112(b): * * *
    3. * * *
    a. If the summarized financial information required by paragraph
(b)(1) of this section is presented on a basis of accounting other than
U.S. GAAP or International Financial Reporting Standards (IFRS) as
issued by the International Accounting Standards Board (IASB), then
present a reconciliation to U.S. GAAP and 17 CFR part 210 (Regulation
S-X), pursuant to Item 17 of Form 20-F. If a reconciliation is
unavailable or not obtainable without unreasonable cost or expense, at
a minimum provide a narrative description of all material variations in
accounting principles, practices and methods used in preparing the non-
U.S. GAAP financial statements used as a basis for the summarized
financial information from those accepted in the U.S.
* * * * *

0
10. Amend Sec.  229.1114 by revising paragraph (b)(2)(i) and
Instruction 4a. to paragraph (b) to read as follows:

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

* * * * *
    (b) * * *
    (2) * * *
    (i) 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 10%
or more, but less than 20%, of the cash flow supporting any offered
class of the asset-backed securities, provide summarized financial
information, as defined by Sec.  210.1-02(bb) of this chapter (Rule 1-
02(bb) of Regulation S-X), for each such entity or group of affiliated
entities for each of the last three fiscal years (or the life of the
entity or group of affiliated entities and any predecessors, if less).
* * * * *
    Instruction 4 to Item 1114(b). * * *
    a. If the summarized financial information required by paragraph
(b)(1) of this section is presented on a basis of accounting other than
U.S. GAAP or IFRS as issued by the IASB, then present a reconciliation
to U.S. GAAP and 17 CFR part 210 (Regulation S-X), pursuant to Item 17
of Form 20-F. If a reconciliation is unavailable or not obtainable
without unreasonable cost or expense, at a minimum provide a narrative
description of all material variations in accounting principles,
practices and methods used in preparing the non-U.S. GAAP financial
statements used as a basis for the summarized financial information
from those accepted in the U.S.
* * * * *

0
11. Amend Sec.  229.1115 by revising paragraph (b)(1) to read as
follows:

Sec.  229.1115   (Item 1115) Certain derivatives instruments.

* * * * *
    (b) * * *
    (1) If the aggregate significance percentage related to any entity
or group of affiliated entities providing derivative instruments
contemplated by this section is 10% or more, but less than 20%, provide
summarized financial information, as defined by Sec.  210.1-02(bb) of
this chapter (Rule 1-02(bb) of Regulation S-X), for such entity or
group of affiliated entities for each of the last three fiscal years
(or the life of the entity or group of affiliated entities and any
predecessors, if less).
* * * * *

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

0
12. The authority citation for part 230 continues to read in part 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.
* * * * *
    Sections 230.400 to 230.499 issued under secs. 6, 8, 10, 19, 48
Stat. 78, 79, 81, and 85, as amended (15 U.S.C. 77f, 77h, 77j, 77s).
* * * * *

0
13. Amend Sec.  230.419 by revising (f)(1) to read as follows:

Sec.  230.419  Offering by blank check companies.

* * * * *
    (f) * * *
    (1) Furnish to security holders audited financial statements for
the first full fiscal year of operations following consummation of an
acquisition pursuant to paragraph (e) of this section, together with
the information required by Sec.  229.303(b) of this chapter (Item
303(b) of Regulation S-K), no later than 90 days after the end of such
fiscal year; and
* * * * *

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

0
14. The authority citation for part 239 continues to read in part 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.

    Sections 239.31, 239.32 and 239.33 are also issued under 15
U.S.C. 78l, 78m, 78o, 78w, 80a-8, 80a-29, 80a-30, 80a-37 and 12
U.S.C. 241.
* * * * *

0
15. Amend Form S-1 (referenced in Sec.  239.11) by:
0
a. Removing and reserving Item 11(f) of Part I--Information Required in
Prospectus;

0
b. Revising paragraphs (f) and (g) of Instruction 1 under
``Instructions as to Summary Prospectus''; and
0
c. Adding paragraph (h) of Instruction 1 under ``Instructions as to
Summary Prospectus''.
    The revisions and additions read as follows:

    Note: The text of Form S-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 S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

* * * * *

INSTRUCTIONS AS TO SUMMARY PROSPECTUSES

    1. * * *
    (f) As to Item 11, a brief statement of the general character of
the business done and intended to be done and a brief statement of the
nature and present status of any material pending legal proceedings;
    (g) A tabular presentation of notes payable, long term debt,
deferred credits, minority interests, if material, and the equity
section of the latest balance sheet filed, as may be appropriate; and
    (h) Subject to appropriate variation to conform to the nature of
the registrant's business, provide summarized financial information
defined by Rule 1-02(bb)(1)(i) and (ii) of Regulation S-X (Sec.  210.1-
02(bb) of this chapter) in comparative columnar form for the periods
for which financial statements are required by Regulation S-X (17 CFR
part 210).
* * * * *

0
16. Amend Form S-20 (referenced in Sec.  239.20) by revising Item 7 and
paragraph (1) to Item 8 to read as follows:

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM S-20

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

* * * * *

PART II INFORMATION NOT REQUIRED IN PROSPECTUS

* * * * *

Item 7. Financial Statements.

    Include financial statements meeting the requirements of Regulation
S-X [17 CFR 210] and the supplementary financial information specified
by Item 302 of Regulation S-K [17 CFR 229.302].

Item 8. Undertakings.

    Furnish the following undertakings:
    1. The undersigned registrant hereby undertakes to file a post-
effective amendment, not later than 120 days after the end of each
fiscal year subsequent to that covered by the financial statements
presented herein, containing financial statements meeting the
requirements of Regulation S-X [17 CFR part 210] and the supplementary
financial information specified by Item 302 of Regulation S-K [17 CFR
229.302].
* * * * *

0
17. Amend Form S-4 (referenced in Sec.  239.25) by:

    Note: The text of Form S-4 does not appear in the Code of
Federal Regulations.

0
a. Removing and reserving paragraphs (d), (e), and (f) of Item 3
(``Risk Factors, Ratio of Earnings to Fixed Charges and Other
Information'') and the related subparagraphs in their entirety and
removing the Instruction to paragraph (e) and (f) under Part I, Section
A (``Information About the Transaction'');
0
b. Removing and reserving paragraph (b)(3)(iii) of Item 12
(``Information with respect to S-3 Registrants'') under Part I, Section
B (``Information About the Registrant'');
0
c. Removing and reserving paragraph (a)(3)(iii) of Item 13
(``Incorporation of Certain Information by Reference'') under Part I,
Section B (``Information About the Registrant'');
0
d. Removing and reserving paragraph (f) of Item 14 (``Information with
Respect to Registrants Other Than S-3 Registrants'' under Part I,
Section B (``Information About the Registrant''); and
0
e. Removing and reserving paragraphs (b)(3) and (4) of Item 17
(``Information with Respect to Companies Other Than S-3 Companies'')
under Part I, Section C (``Information About the Company Being
Acquired'').

0
18. Amend Form F-1 (referenced in Sec.  239.31) by:
0
a. Revising the paragraph 1(c)(v) under ``Instructions as to Summary
Prospectuses''; and
0
b. Adding paragraph 1(c)(vi).
    The revision and addition 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

* * * * *

INSTRUCTIONS AS TO SUMMARY PROSPECTUSES

    1. * * *
    (c) * * *
    (v) As to Item 4, a brief statement of the general character of the
business done and intended to be done and a brief statement of the
nature and present status of any material pending legal proceedings;
    (vi) Subject to appropriate variation to conform to the nature of
the registrant's business, provide summarized financial information
defined by Rule 1-02(bb)(1)(i) and (ii) of Regulation S-X (Sec.  210.1-
02(bb) of this chapter) in comparative columnar form for the periods
for which financial statements are required by Item 8.A. of Form 20-F.
If interim period financial statements are included, the summarized
financial information should be updated for that interim period, which
may be unaudited, provided that fact is stated. If summarized financial
data for interim periods is provided, comparative data from the same
period in the prior financial year shall also be provided, except that
the requirement for comparative balance sheet data is satisfied by
presenting the year-end balance sheet information.
* * * * *

0
19. Amend Form F-4 (referenced in Sec.  239.34) by:

    Note: The text of Form F-4 does not appear in the Code of
Federal Regulations.

0
a. Removing and reserving paragraphs (d), (e), and (f) of Item 3
(``Risk Factors, Ratio of Earnings to Fixed Charges and Other
Information'') and the related subparagraphs in their entirety and
removing the Instruction to paragraph (e) and (f) under Part I, Section
A (``Information About the Transaction'');
0
b. Removing and reserving paragraph (b)(3)(v) of Item 12 (``Information
With Respect to F-3 Registrants'') under Part I, Section B
(``Information About the Registrant'');
0
c. Removing and reserving paragraph (f) of Item 14 (``Information With
Respect to Foreign Registrants Other Than F-3 Registrants'') under Part
I, Section B (``Information about the Registrant''); and
0
d. Removing and reserving paragraph (b)(3) of Item 17 (``Information
With

Respect to Foreign Companies Other Than F-3 Companies'') under Part I,
Section C (``Information About the Company Being Acquired'').

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

0
20. The authority citation for part 240 continues to read in part 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, sec. 503 and 602, 126 Stat. 326 (2012), unless otherwise noted.
* * * * *
    Sections 240.14a-1, 240.14a-3, 240.14a-13, 240.14b-1, 240.14b-2,
240.14c-1, and 240.14c-7 also issued under secs. 12, 15 U.S.C. 781,
and 14, Pub. L. 99-222, 99 Stat. 1737, 15 U.S.C. 78n;
* * * * *

Sec.  240.14a-3   [Amended]

0
21. Amend Sec.  240.14a-3 by removing and reserving paragraph
(b)(5)(i).

Sec.  240.14a-101  [Amended]

0
22. Amend Sec.  240.14a-101 under Item 14 by removing and reserving
paragraphs (b)(8) through (10), the instructions to paragraphs (b)(8),
(b)(9), and (b)(10), and paragraph (d)(6).

PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934

0
23. 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.
* * * * *
    Section 249.310 is also issued under secs. 3(a), 202, 208, 302,
406 and 407, Pub. L. 107-204, 116 Stat. 745.
* * * * *

0
24. Amend Form 20-F (referenced in Sec.  249.220f) by:
0
a. Removing and reserving General Instruction G(c);
0
b. Removing and reserving Item 3.A;
0
c. Removing Instructions to Item 3.A;
0
d. Revising Item 5;
0
e. In Instruction 3 of Instructions to Item 8.A.2, removing the final
sentence; and
0
f. In Item 11(b), removing the reference ``small business issuers'' and
adding in its place the term ``smaller reporting companies''.
    The revision reads 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 5. Operating and Financial Review and Prospects

    The purpose of this standard is to provide management's explanation
of factors that have materially affected the company's financial
condition and results of operations for the historical periods covered
by the financial statements, and management's assessment of factors and
trends which are anticipated to have a material effect on the company's
financial condition and results of operations in future periods. A
discussion and analysis that meets these requirements is expected to
better allow investors to view the registrant from management's
perspective. Discuss the company's financial condition, changes in
financial condition and results of operations for each year and interim
period for which financial statements are required. The discussion must
include a quantitative and qualitative description of the reasons
underlying material changes, including where material changes within a
line item offset one another, to the extent necessary for an
understanding of the company's business as a whole. Information
provided also must relate to all separate segments and/or other
subdivisions (e.g., geographic areas, product lines) of the company.
The discussion must include other statistical data that the company
believes will enhance a reader's understanding of the company's
financial condition, cash flows and other changes in financial
condition, and results of operations. The discussion and analysis must
also focus specifically on material events and uncertainties known to
management that would cause reported financial information not to be
necessarily indicative of future operating results or of future
financial condition. Provide the information specified below as well as
such other information that is necessary for an investor's
understanding of the company's financial condition, changes in
financial condition and results of operations.
    A. Operating results. Provide information regarding significant
factors, including unusual or infrequent events or new developments,
materially affecting the company's income from operations, indicating
the extent to which income was so affected. Describe any other
significant component of revenue or expenses necessary to understand
the company's results of operations.
    1. If the statement of comprehensive income presents material
changes from period to period in net sales or revenue, if applicable,
describe the extent to which such changes are attributable to changes
in prices or to changes in the volume or amount of products or services
being sold or to the introduction of new products or services.
    2. If the currency in which financial statements are presented is
of a country that has experienced hyperinflation, disclose the
existence of such inflation, a five year history of the annual rate of
inflation and a discussion of the impact of hyperinflation on the
company's business.
    3. Provide information regarding the impact of foreign currency
fluctuations on the company, if material, and the extent to which
foreign currency net investments are hedged by currency borrowings and
other hedging instruments.
    4. Provide information regarding any governmental economic, fiscal,
monetary or political policies or factors that have materially
affected, or could materially affect, directly or indirectly, the
company's operations or investments by host country shareholders.
    B. Liquidity and capital resources. Analyze the registrant's
ability to generate and obtain adequate amounts of cash to meet its
requirements and its plans for cash in the short-term (i.e., the next
12 months from the most recent fiscal period end required to be
presented) and separately in the long-term (i.e., beyond the next 12
months). The discussion should analyze material cash requirements from
known contractual and other obligations. Such disclosures must specify
the type of obligation and the relevant time period for the related
cash requirements. As part of this analysis, provide the following
information:
    1. Information regarding the company's liquidity including:
    (a) A description of the internal and external sources of liquidity
and a brief discussion of any material unused sources of liquidity.
Include a statement

by the company that, in its opinion, the working capital is sufficient
for the company's present requirements, or, if not, how it proposes to
provide the additional working capital needed.
    (b) an evaluation of the sources and amounts of the company's cash
flows, including the nature and extent of any legal or economic
restrictions on the ability of subsidiaries to transfer funds to the
company in the form of cash dividends, loans or advances and the impact
such restrictions have had or are reasonably likely to have on the
ability of the company to meet its cash obligations.
    2. Information regarding the type of financial instruments used,
the maturity profile of debt, currency and interest rate structure. The
discussion also must include funding and treasury policies and
objectives in terms of the manner in which treasury activities are
controlled, the currencies in which cash and cash equivalents are held,
the extent to which borrowings are at fixed rates, and the use of
financial instruments for hedging purposes.
    3. Information regarding the company's material cash requirements,
including commitments for capital expenditures, as of the end of the
latest financial year and any subsequent interim period and an
indication of the general purpose of such requirements and the
anticipated sources of funds needed to satisfy such requirements.
    C. Research and development, patents and licenses, etc. Provide a
description of the company's research and development policies for the
last three years.
    D. Trend information. The company must identify material recent
trends in production, sales and inventory, the state of the order book
and costs and selling prices since the latest financial year. The
company also must discuss, for at least the current financial year, any
known trends, uncertainties, demands, commitments or events that are
reasonably likely to have a material effect on the company's net sales
or revenues, income from continuing operations, profitability,
liquidity or capital resources, or that would cause reported financial
information not necessarily to be indicative of future operating
results or financial condition.
    E. Critical Accounting Estimates
    A registrant that does not apply in its primary financial
statements IFRS as issued by the IASB must discuss information about
its critical accounting estimates. This disclosure should supplement,
not duplicate, the description of accounting policies in the notes to
the financial statements.
    Critical accounting estimates. Critical accounting estimates are
those estimates made in accordance with generally accepted accounting
principles that involve a significant level of estimation uncertainty
and have had or are reasonably likely to have a material impact on the
financial condition or results of operations of the registrant. Provide
qualitative and quantitative information necessary to understand the
estimation uncertainty and the impact the critical accounting estimate
has had or is reasonably likely to have on the registrant's financial
condition or results of operations to the extent the information is
material and reasonably available. This information should include why
each critical accounting estimate is subject to uncertainty and, to the
extent the information is material and reasonably available, how much
each estimate and/or assumption has changed over a relevant period, and
the sensitivity of the reported amounts to the material methods,
assumptions and estimates underlying its calculation.
    Instructions to Item 5:
    1. Refer to the Commission's interpretive releases (No. 33-6835)
dated May 18, 1989, (No. 33-8056) dated January 22, 2002, (No. 33-8350)
dated December 19, 2003, (No. 33-9144) dated September 17, 2010, and
(No. 33-10751) dated January 30, 2020 for guidance in preparing this
discussion and analysis by management of the company's financial
condition and results of operations.
    2. The discussion must focus on the primary financial statements
presented in the document. You should refer to the reconciliation to
U.S. GAAP, if any, and discuss any aspects of the differences between
foreign and U.S. GAAP, not otherwise discussed in the reconciliation,
that you believe are necessary for an understanding of the financial
statements as a whole.
    3. We encourage you to supply forward-looking information, but that
type of information is not required. Forward-looking information is
covered expressly by the safe harbor provisions of Section 27A of the
Securities Act and Section 21E of the Exchange Act. Forward-looking
information is different than presently known data which will have an
impact on future operating results, such as known future increases in
costs of labor or materials. You are required to disclose this latter
type of data if it is material.
    4. To the extent the primary financial statements reflect the use
of exceptions permitted or required by IFRS 1, the issuer must:
    a. Provide detailed information as to the exceptions used,
including:
    i. An indication of the items or class of items to which the
exception was applied; and
    ii. A description of what accounting principle was used and how it
was applied;
    b. Include, where material, qualitative disclosure of the impact on
financial condition, changes in financial condition and results of
operations that the treatment specified by IFRS would have had absent
the election to rely on the exception.
    5. An issuer filing financial statements that comply with IFRS as
issued by the IASB must, in providing information in response to
paragraphs of this Item 5 that refer to pronouncements of the FASB,
provide disclosure that satisfies the objective of the Item 5
disclosure requirements. In responding to this Item 5, an issuer need
not repeat information contained in financial statements that comply
with IFRS as issued by the IASB.
    6. Generally, the discussion must cover the periods covered by the
financial statements and the registrant may use any format that in the
registrant's judgment enhances a reader's understanding. For
registrants providing financial statements covering three years in a
filing, a discussion of the earliest of the three years may be omitted
if such discussion was already included in any other of the
registrant's prior filings on EDGAR that required disclosure in
compliance with Item 5 of Form 20-F, provided that registrants electing
not to include a discussion of the earliest year must include a
statement that identifies the location in the prior filing where the
omitted discussion may be found.
    7. Discussion of commitments or obligations, including contingent
obligations, arising from arrangements with unconsolidated entities or
persons that have or are reasonably likely to have a material current
or future effect on a registrant's financial condition, changes in
financial condition, revenues or expenses, results of operations,
liquidity, cash requirements or capital resources must be provided even
when the arrangement results in no obligations being reported in the
registrant's consolidated balance sheets. Such off-balance sheet
arrangements may include: Guarantees; retained or contingent interests
in assets transferred; contractual arrangements that support the
credit, liquidity or market risk for transferred assets; obligations
that arise or could arise from variable interests held in an
unconsolidated entity; or obligations related to derivative instruments
that are both indexed to and classified in a

registrant's own equity, or not reflected in the statement of financial
position.
    8. For the Liquidity and Capital Resources disclosure, discussion
of material cash requirements from known contractual obligations may
include, for example, lease obligations, purchase obligations, or other
liabilities reflected on the registrant's balance sheet. Except where
it is otherwise clear from the discussion, the registrant must indicate
those balance sheet conditions or income or cash flow items which the
registrant believes may be indicators of its liquidity condition.
    9. Provide the analysis in a format that facilitates easy
understanding and that supplements, and does not duplicate, disclosure
already provided in the filing.
    Instruction to Item 5.A:
    1. You must provide the information required by Item 5.A.2 with
respect to hyperinflation if hyperinflation has occurred in any of the
periods for which you are required to provide audited financial
statements or unaudited interim financial statements in the document.
See Rule 3-20(c) of Regulation S-X for a discussion of cumulative
inflation rates that trigger this requirement.
* * * * *

Item 8. Financial Information

* * * * *
    Instructions to Item 8.A.2:
* * * * *
    In initial registration statements, if the financial statements
presented pursuant to Item 8.A.2 are prepared in accordance with U.S.
generally accepted accounting principles, the earliest of the three
years may be omitted if that information has not previously been
included in a filing made under the Securities Act of 1933 or the
Securities Exchange Act of 1934.
* * * * *

Item 11. Quantitative and Qualitative Disclosures About Market Risk

* * * * *
    (e) Smaller reporting companies. Smaller reporting companies, as
defined in Sec.  230.405 of this chapter and Sec.  240.12b-2 of this
chapter, need not provide the information required by this Item 11,
whether or not they file on forms specially designated as smaller
reporting company [or small business issuer] forms.
* * * * *

0
25. Amend Form 40-F (referenced in Sec.  249.240f) by:
0
a. Revising General Instruction B.(11) and (12);
0
b. Removing and reserving General Instructions B.(13); and
0
c. Removing the Instructions following General Instruction B.(13).
    The revision reads as follows:

    Note: The text of Form 40-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 40-F

* * * * *

B. Information To Be Filed on This Form

* * * * *
    (11) Off-balance sheet arrangements. To the extent not discussed in
management's discussion and analysis that is provided pursuant to
General Instruction B.(3) of this form, discuss the commitments or
obligations, including contingent obligations, arising from
arrangements with unconsolidated entities or persons that have or are
reasonably likely to have a material current or future effect on a
registrant's financial condition, changes in financial condition,
revenues or expenses, results of operations, liquidity, cash
requirements or capital resources must be provided even when the
arrangement results in no obligations being reported in the
registrant's consolidated balance sheets. Such off-balance sheet
arrangements may include: Guarantees; retained or contingent interests
in assets transferred; contractual arrangements that support the
credit, liquidity or market risk for transferred assets; obligations
that arise or could arise from variable interests held in an
unconsolidated entity; or obligations related to derivative instruments
that are both indexed to and classified in a registrant's own equity,
or not reflected in the statement of financial position.
    (12) To the extent not discussed in management's discussion and
analysis that is provided pursuant to General Instruction B.(3) of this
form, analyze material cash requirements from known contractual and
other obligations. Such disclosures must specify the type of obligation
and the relevant time period for the related cash requirements.
Discussion of material cash requirements from known contractual
obligations may include, for example, lease obligations, purchase
obligations, or other liabilities reflected on the registrant's balance
sheet.
    (13) [Reserved]
* * * * *

0
26. Amend Form 8-K (referenced in Sec.  249.308) by revising Item
2.03(c) and 2.03(d) to read as follows:

    Note: The text of Form 8-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 8-K

* * * * *

INFORMATION TO BE INCLUDED IN THE REPORT

* * * * *

Item 2.03 Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.

* * * * *
    (c) For purposes of this Item 2.03, direct financial obligation
means any of the following:
    (1) a long-term debt obligation means a payment obligation under
long-term borrowings referenced in FASB ASC paragraph 470-10-50-1 (Debt
Topic) as may be modified or supplemented);
    (2) a finance lease obligation means a payment obligation under a
lease that would be classified as a finance lease pursuant to FASB ASC
Topic 842, Leases, as may be modified or supplemented;
    (3) an operating lease obligation means a payment obligation under
a lease that would be classified as an operating lease pursuant to FASB
ASC Topic 840, as may be modified or supplemented; or
    (4) a short-term debt obligation that arises other than in the
ordinary course of business.
    (d) For purposes of this Item 2.03, off-balance sheet arrangement
means any transaction, agreement or other contractual arrangement to
which an entity unconsolidated with the registrant is a party, under
which the registrant has:
    (1) Any obligation under a guarantee contract that has any of the
characteristics identified in FASB ASC paragraph 460-10-15-4
(Guarantees Topic), as may be modified or supplemented, and that is not
excluded from the initial recognition and measurement provisions of
FASB ASC paragraphs 460-10-15-7, 460-10-25-1, and 460-10-30-1.
    (2) A retained or contingent interest in assets transferred to an
unconsolidated entity or similar arrangement that serves as credit,
liquidity or market risk support to such entity for such assets;
    (3) Any obligation, including a contingent obligation, under a
contract that would be accounted for as a derivative instrument, except
that it is

both indexed to the registrant's own stock and classified in
stockholders' equity in the registrant's statement of financial
position, and therefore excluded from the scope of FASB ASC Topic 815,
Derivatives and Hedging, pursuant to FASB ASC subparagraph 815-10-15-
74(a), as may be modified or supplemented; or
    (4) Any obligation, including a contingent obligation, arising out
of a variable interest (as defined in the FASB ASC Master Glossary), as
may be modified or supplemented) in an unconsolidated entity that is
held by, and material to, the registrant, where such entity provides
financing, liquidity, market risk or credit risk support to, or engages
in leasing, hedging or research and development services with, the
registrant.
* * * * *

0
27. Amend Form 10 (referenced in Sec.  249.310) by revising Item 2
(``Financial Information'') to read as follows:

    Note:  The text of Form 10 does not, and this amendment will
not, appear in the Code of Federal Regulations.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES

Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934

* * * * *

INFORMATION REQUIRED IN REGISTRATION STATEMENT

* * * * *

Item 2. Financial Information.

    Furnish the information required by Items 303 and 305 of Regulation
S-K (Sec. Sec.  229.303 and 229.305 of this chapter).
* * * * *

0
28. Amend Form 10-K (referenced in Sec.  249.310) by:
0
a. Removing and reserving General Instruction J.(1)(g);
0
b. Revising General Instruction I.(2)(a); and
0
c. Removing and reserving Item 6 (``Selected Financial Data'') of Part
II.
    The revision reads as follows:

    Note: The text of Form 10-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 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15D OF THE SECURITIES EXCHANGE
ACT OF 1934

GENERAL INSTRUCTIONS

* * * * *
    2. * * *
    (a) Such registrants may omit the information called for by Item 7,
Management's Discussion and Analysis of Financial Condition and Results
of Operations provided that the registrant includes in the Form 10-K a
management's narrative analysis of the results of operations explaining
the reasons for material changes in the amount of revenue and expense
items between the most recent fiscal year presented and the fiscal year
immediately preceding it. Explanations of material changes should
include, but not be limited to, changes in the various elements which
determine revenue and expense levels such as unit sales volume, prices
charged and paid, production levels, production cost variances, labor
costs and discretionary spending programs. In addition, the analysis
should include an explanation of the effect of any changes in
accounting principles and practices or method of application that have
a material effect on net income as reported.
* * * * *

PART 274-- FORMS PRESCRIBED UNDER THE INVESTMENT COMPANY ACT OF
1940

0
29. The general authority citation for part 274 continues to read as
follows:

    Authority:  15 U.S.C. 77f, 77g, 77h, 77j, 77s, 78c(b), 78l, 78m,
78n, 78o(d), 80a-8, 80a-24, 80a-26, 80a-29, and Pub. L. 111-203,
sec. 939A, 124 Stat. 1376 (2010), unless otherwise noted.
* * * * *

0
30. Amend Form N-2 (referenced in referenced in Sec. Sec.  239.14 and
274.11a-1) by revising paragraph 2 of Item 4 to read as follows:

    Note: The text of Form N-2 does not, and this amendment will
not, appear in the Code of Federal Regulations.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM N-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

* * * * *

Part A--INFORMATION REQUIRED IN A PROSPECTUS

* * * * *

Item 4. * * *

    2. Business Development Companies. If the Registrant is regulated
as a business development company under the Investment Company Act,
furnish in a separate section the information required by Items 302 and
303 of Regulation S-K.
* * * * *

    By the Commission.

    Dated: November 19, 2020.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2020-26090 Filed 1-8-21; 8:45 am]
BILLING CODE 8011-01-P