2005.1 Financial statements of the acquired business are generally the same as those as if the acquired company were a registrant as described in Topic 1, except that the number of years of audited financial statements is determined by the level of significance (Section 2030 below). Refer to Sections 2045 and 2050 regarding age of financial statements.
Exceptions: An acquired business that is a nonpublic entity, as that term is defined in GAAP, need not include disclosures if specifically excluded from the scope of the FASB standard. Examples include:

2005.2 Supplemental schedules (S-X Article 12) are not required to be filed.
2005.3 "Acquisition" and Equity Method Investee — Acquisition includes acquisition of an interest in a business that is accounted for under the equity method. Refer to Section 2010 regarding definition of a "business".
2005.4 "Probable" - Assessment of "probability" requires consideration of all available facts. Acquisition is probable where registrant's financial statements alone would not provide adequate financial information to make an investment decision. [FRC 506.02(c)(ii)]
2005.5 Acquiree of an Acquiree or Investee of an Acquiree - The requirements of S-X 3-05 and S-X 8-04 apply to acquisitions made by the registrant or its predecessor(s). Those rules call for financial statements of the acquiree and its predecessor(s), if applicable. Financial statements of recently acquired businesses of the acquiree or equity method investees of the acquiree need not be filed unless their omission would render the acquiree's financial statements misleading or substantially incomplete. (Last updated: 3/31/2010)
2005.6 Acquisition of a "Predecessor" - S-X 3-05 and S-X 8-04 do not apply to the acquisition of a business that is a predecessor of the registrant, as defined in Regulation C, Rule 405. Instead, look to S-X 3-01/3-02 or S-X 8-02/8-03 to determine the financial statement requirements for an acquired business that is a predecessor of the registrant.
2005.7 "Shell Company" is both Legal and Accounting Acquirer— If a shell company, other than a "Business Combination Related Shell Company" (both as defined in Exchange Act Rule 12b-2 and Regulation C, Rule 405), acquires an operating entity in a transaction in which the shell company is both the legal and accounting acquirer, the acquired entity will be a predecessor of the shell company and therefore S-X 3-05 and S-X 8-04 do not apply. If a shell company acquires an operating entity in a transaction accounted for as the acquisition of the shell company by the operating entity (i.e., shell company is the legal acquirer, but the accounting acquiree) the transaction is a reverse recapitalization of the operating entity and therefore S-X 3-05 and S-X 8-04 do not apply. See Topic 12 for further discussion of the reporting requirements for reverse recapitalizations.
2005.8 Acquisition or Disposition by a Consolidated Variable Interest Entity - An acquisition or disposition by a variable interest entity that is consolidated in the registrant's financial statements pursuant to ASC 810 is subject to the Form 8-K and S-X reporting requirements even if the consolidated variable interest entity does not meet the S-X 1-02(n) definition of "majority-owned subsidiary." (Last updated: 6/30/2011)
NOTE to SECTION 2005.8
Item 2.01 of Form 8-K refers to acquisitions or dispositions by "the registrant or any of its majority-owned subsidiaries." Because this reference preceded the variable interest entity consolidation model, the staff believes the intent of this reference is to require reporting of significant acquisitions and dispositions made by the registrant or its consolidated subsidiaries, regardless of whether the consolidated subsidiaries are voting interest entities or variable interest entities. (Last updated: 6/30/2011)
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