# ASC 470-10-S99: Debt — Overall — SEC 99 SEC Materials Source: FASB Accounting Standards Codification, Basic View [Read online](https://asc.understandingaccounting.org/asc/470/10/#sec-99-sec-materials) Study and research edition. Verify current requirements with the official source. Summaries, enrichment, and tags are machine-generated study aids. Paragraph html preserves source markup; snippet is abbreviated. Pending content is not necessarily effective. Tables and mathematical or amendment markup are retained as HTML where Markdown would lose structure. Source downloaded (UTC): 2026-09-10T00:31:04.047Z to 2026-09-10T00:31:04.047Z Record version: sha256:7c601dc9f634878bcdd4e2890e39f620df58e6fbf076e75b7f83d33f7b76ef01 Snapshot version: sha256:15aea8165dff9f5ae47d9484f8470588b13b307f56e1d50801bf4d85ec190e3f Effective as of: not established by retrieval timestamps. ## ASC 470-10-S99: SEC 99 SEC Materials [Read section](https://asc.understandingaccounting.org/asc/470/10/#sec-99-sec-materials) SEC content: yes #### SEC Rules, Regulations, and Interpretations ##### [470-10-S99-1](https://asc.understandingaccounting.org/asc/470/10/#470-10-S99-1) Pending content: no Source downloaded (UTC): 2026-09-10T00:31:04.047Z to 2026-09-10T00:31:04.047Z Record version: sha256:d79000792243d4d48f523e86fb117224239b81f507a57684901c5e48ecac4103 Snapshot version: sha256:15aea8165dff9f5ae47d9484f8470588b13b307f56e1d50801bf4d85ec190e3f Effective as of: not established by retrieval timestamps. The following is the text of Regulation S-X Rule 3-10, Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered (17 CFR 210.3-10). - (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 §210.13-01. - (b) For the purposes of this section and §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. - \[65 FR 51707, Aug. 24, 2000, as amended at 73 FR 952, Jan. 4, 2008; 73 FR 1009, Jan. 4, 2008; 74 FR 18615, Apr. 23, 2009; 85 FR 21999, Apr. 20, 2020\] ##### [470-10-S99-1A](https://asc.understandingaccounting.org/asc/470/10/#470-10-S99-1A) Pending content: no Source downloaded (UTC): 2026-09-10T00:31:04.047Z to 2026-09-10T00:31:04.047Z Record version: sha256:21bd756e842e7c874bf1c39fe20f9bef74acb9479c4543ed3221aaa04706596a Snapshot version: sha256:15aea8165dff9f5ae47d9484f8470588b13b307f56e1d50801bf4d85ec190e3f Effective as of: not established by retrieval timestamps. The following is the text of Regulation S-X Rule 13-01, Guarantors and Issuers of Guaranteed Securities Registered or Being Registered (17 CFR 210.13-01). - - (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 §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 §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 §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 §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 §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 §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 §229.105 (Item 105 of Regulation S-K) of this chapter. ##### [470-10-S99-1B](https://asc.understandingaccounting.org/asc/470/10/#470-10-S99-1B) Pending content: no Source downloaded (UTC): 2026-09-10T00:31:04.047Z to 2026-09-10T00:31:04.047Z Record version: sha256:7cbcb6f3deeb9d6346480ce204b0cb4329a316c4adc5833ac6e197ecb6519cc1 Snapshot version: sha256:15aea8165dff9f5ae47d9484f8470588b13b307f56e1d50801bf4d85ec190e3f Effective as of: not established by retrieval timestamps. The following is the text of Regulation S-X Rule 13-02, Affiliates Whose Securities Collateralize Securities Registered or Being Registered (17 CFR 210.13-02). - 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 §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 §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 §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 §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 §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 §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 §229.105 (Item 105 of Regulation S-K) of this chapter. - \[85 FR 22001, Apr. 20, 2020\] #### SEC Staff Guidance ##### [470-10-S99-2](https://asc.understandingaccounting.org/asc/470/10/#470-10-S99-2) Pending content: no Source downloaded (UTC): 2026-09-10T00:31:04.047Z to 2026-09-10T00:31:04.047Z Record version: sha256:682fbf7639799fb08427e1a08c73628446f9ecab5464e8bbcb84a6409600566a Snapshot version: sha256:15aea8165dff9f5ae47d9484f8470588b13b307f56e1d50801bf4d85ec190e3f Effective as of: not established by retrieval timestamps. The following is the text of SAB Topic 4.A, Subordinated Debt. - Facts: Company E proposes to include in its registration statement a balance sheet showing its subordinate debt as a portion of stockholders' equity. - Question: Is this presentation appropriate? - Interpretive Response: Subordinated debt may not be included in the stockholders' equity section of the balance sheet. Any presentation describing such debt as a component of stockholders' equity must be eliminated. Furthermore, any caption representing the combination of stockholders' equity and only subordinated debts must be deleted. ##### [470-10-S99-3](https://asc.understandingaccounting.org/asc/470/10/#470-10-S99-3) Pending content: no Source downloaded (UTC): 2026-09-10T00:31:04.047Z to 2026-09-10T00:31:04.047Z Record version: sha256:0dd2813225bb1198e415848a10a87dfe9fc00b0819cfdb5fb8780bb34c0a2db2 Snapshot version: sha256:15aea8165dff9f5ae47d9484f8470588b13b307f56e1d50801bf4d85ec190e3f Effective as of: not established by retrieval timestamps. The following is the text of SAB Topic 6.H.2, Classification of Short-term Obligations—Debt Related to Long-Term Projects. - Facts: Companies engaging in significant long-term construction programs frequently arrange for revolving cover loans which extend until the completion of long-term construction projects. Such revolving cover loans are typically arranged with substantial financial institutions and typically have the following characteristics: - 1\. A firm long-term mortgage commitment is obtained for each project. - 2\. Interest rates and terms are in line with the company's normal borrowing arrangements. - 3\. Amounts are equal to the expected full mortgage amount of all projects. - 4\. The company may draw down funds at its option up to the maximum amount of the agreement. - 5\. The company uses short-term interim construction financing (commercial paper, bank loans, etc.) against the revolving cover loan. Such indebtedness is rolled over or drawn down on the revolving cover loan at the company's option. The company typically has regular bank lines of credit, but these generally are not legally enforceable. - Question: Under FASB ASC Subtopic 470-10, Debt—Overall, will the classification of loans such as described above as long-term be acceptable? - Interpretive Response: Where such conditions exist providing for a firm commitment throughout the construction program as well as a firm commitment for permanent mortgage financing, and where there are no contingencies other than the completion of construction, the guideline criteria are met and the borrowing under such a program should be classified as long-term with appropriate disclosure. ##### [470-10-S99-4](https://asc.understandingaccounting.org/asc/470/10/#470-10-S99-4) Pending content: no Source downloaded (UTC): 2026-09-10T00:31:04.047Z to 2026-09-10T00:31:04.047Z Record version: sha256:39b37961c3350fc3b740985276b479203312b504cfd5e9b787263b3e572369dd Snapshot version: sha256:15aea8165dff9f5ae47d9484f8470588b13b307f56e1d50801bf4d85ec190e3f Effective as of: not established by retrieval timestamps. The following is the text of SEC Observer Comment: Classification of Subsidiary's Loan Payable in Consolidated Balance Sheet when Subsidiary's and Parent's Fiscal Years Differ. - Issues periodically occur related to classification of a subsidiary's loan payable in a consolidated balance sheet when the subsidiary's and parent's fiscal years differ. For example, assume that a consolidated balance sheet prepared as of February 29, 1988, comprised of the parent company's balance sheet as of that date and the subsidiary's balance sheet as of December 31, 1987. The subsidiary's balance sheet included a material loan payable to a bank due January 31, 1989. The SEC staff would expect the debt in this case to be classified as current because to do otherwise would result in a material misclassification.