Registrants or their subsidiaries may elect to issue debt or debt-like securities (hereafter referred to as a “debt security” or “debt securities”) that include guarantees of payment by the registrants or subsidiaries to improve the credit quality of the debt security and enhance the protection provided to debtholders. If the issuer fails to make a payment on the debt security, the guarantors may be obliged to make the payment. Under the Securities Act, guarantees of securities are considered securities themselves. Therefore, all offerings of guaranteed debt securities, as well as the guarantees of such debt securities, must be registered with the SEC unless they are exempt from registration, and registrants may be required to provide separate financial statements for each subsidiary issuer or guarantor.
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This SEC Reporting Interpretations manual provides comprehensive guidance; however, the manual does not address all possible fact patterns, and the guidance is subject to change. Consult a Deloitte & Touche LLP professional regarding your specific issues and questions.