2025.1 Significance Implementation - Discontinued Operations and Changes in Accounting Principle

Subsequent to filing its Form 10-K, a registrant may be required to include (or incorporate by reference) into a registration statement its audited annual financial statements giving retrospective effect to a discontinued operation or a change in accounting principle that was appropriately not reflected in the audited financial statements for the most recently completed fiscal year included in its Form 10-K. See Topic 13 for a discussion of this requirement. In these circumstances, we have interpreted the guidance in S-X 3-05 to require registrants to perform significance tests based on the registrant's financial statements that reflect retrospective application for the most recently completed fiscal year for:

2025.2 Significance Implementation - Form 10-K Filed Subsequent to Acquisition
(Last updated: 3/31/2009)

Generally, a registrant measures significance using its pre-acquisition consolidated financial statements as of the end of the most recently completed audited fiscal year required to be filed with the SEC. If the acquisition is made after the registrant's most recent fiscal year end and the registrant files its Form 10-K for the most recent fiscal year before the date financial statements of the acquired business would be required to be filed under Item 9.01 of Form 8-K, the registrant may evaluate significance using the registrant's financial statements for most recent fiscal year reported in its Form 10-K. Alternatively, the registrant may choose to evaluate significance using the registrant's financial statements for the most recently completed audited fiscal year required to be on file with the SEC as of the consummation date.

2025.3 Significance Implementation - Pro Forma Financial Statements (S-X Article 11) Used to Measure Significance

If the acquisition is made after reporting a previous significant acquisition or disposition on Form 8-K or non-IPO registration statement that includes all information required by Form 8-K, the registrant may evaluate significance using registrant's pro forma financial information rather than historical pre-acquisition financial statements. For purposes of evaluating significance in this situation:

For example: If a calendar year-end registrant filed a registration statement containing a pro forma balance sheet as of June 30, 2007 giving effect to an acquisition consummated on September 14, 2007 and then made an acquisition on November 30, 2007, the asset and investment test would be based on a pro forma balance sheet as of December 31, 2006 (the last audited balance sheet on file with the SEC).

2025.4 Significance Implementation - Exchange Transaction (Acquisition and Disposition)

If the transaction is an exchange transaction in which the registrant and another party each contribute businesses to a joint venture (or the "Newco") in exchange for an equity interest in the Newco measure the significance of the disposition (registrant's contributed business) and the acquisition (other party's contributed business) separately to determine whether pro forma information about the disposition and receipt of an equity investment is required, and whether audited financial statements of the business contributed by the other party are required.

Significance of the acquisition should be based on the acquired percentage of the other party's business compared to the registrant's historical financial statements (without adjustment for the related disposition of the business contributed by the registrant to the joint venture). Whether or not the transaction is accounted for at fair value, the investment test should be based on the fair value of the consideration given up or the consideration received, whichever is more reliably determinable.

If reporting of both the disposition and the acquisition are required by Form 8-K, a registrant may be unable to present a pro forma statement of comprehensive income depicting the joint venture formation because financial statements of the business contributed by the other party are not available. Those financial statements and related pro forma financial statements need not be filed until 71 calendar days after the date that the initial report reporting the transactions on Form 8-K must be filed (that is, the sum of 4 business days after the transaction is consummated plus 71 calendar days). Pro forma financial statements depicting a significant disposition are ordinarily required to be filed within 4 business days of the disposition. In these circumstances, the initial Form 8-K reporting the transaction should include a narrative description of the effects of the disposition, quantified to the extent practicable, and complete pro forma information depicting the effects of the exchange of interests should be filed at the time that the audited financial statements of the acquired business are filed.

2025.5 Significance Implementation - In Existence for Less Than One Year If the registrant and/or the acquiree has been in existence for less than one year, do not annualize the historical statement of comprehensive income; measure significance using the audited historical statement of comprehensive income that complies with the age of financial statement requirements (see Section 2045 for the acquiree and Section 1200 for the registrant), regardless of the number of months it includes. If the registrant or the acquiree has been in existence for more than one year, measure significance using income for full 12 months; do not adjust the audited statement of comprehensive income to equal the same number of months as acquiree or registrant that has been in existence for less than one year.

2025.6 Significance Implementation - Change in Fiscal Year
(Last updated: 3/31/2009)

If a registrant or acquiree has changed its fiscal year and the transition period (See definition at Section 1360.1) is less than 9 months, measure significance using either (A) the most recently completed audited fiscal year prior to the change or (B) audited financial statements for the 12 months ending on the last day of the transition period. If both the registrant and the acquiree have changed their fiscal years, registrants should measure significance using a consistent approach [either (A) or (B)] for both the registrant and the acquiree [not (A) for one and (B) for the other]. If the transition period is greater than 9 months, use the audited financial statements for that period.

2025.7 Significance Implementation - Acquisition after a Reverse Acquisition If an acquisition is made after a transaction accounted for as a reverse acquisition of the registrant but before the registrant's audited financial statements for the fiscal year in which the reverse acquisition occurred are filed and the audited financial statements for the accounting acquirer have been filed with the SEC then measure significance against the accounting acquirer's financial statements.

2025.8 Significance Implementation - Acquisition after a Reverse Recapitalization

If an acquisition occurs after a reverse recapitalization of the legal target (see Topic 12) but before the registrant's audited financial statements for the fiscal year in which the reverse recapitalization occurred are filed and the audited financial statements for the legal target have been filed with the SEC then measure significance against the legal target's financial statements.

2025.9 Significance Implementation - Acquisition after Shell Company Acquires Predecessor

If an acquisition is made subsequent to the acquisition by a shell company, as defined in Exchange Act Rule 12b-2, of an entity deemed the registrant's predecessor (but not accounted for as a reverse acquisition or reverse recapitalization), then measure significance against the historical financial statements of the registrant.

2025.10 Significance Implementation - Registrant is a Successor to a Predecessor Company

In certain cases, a registrant that is a successor to a predecessor company may not have a full year of statement of comprehensive income information available to use as the denominator in the calculation of the income test. In these cases, the significant subsidiary income test should be calculated using only the results of operations of the successor company in the denominator.

If the results are anomalous, CF-OCA will consider a request by the registrant to perform the significance test using pro forma amounts determined in accordance with S-X Article 11 as if the predecessor had been acquired at the beginning of the fiscal year being measured. The staff generally believes that combining the historical results of the successor and predecessor without S-X Article 11 pro forma adjustments is not an appropriate surrogate for the significance test. (Last updated: 3/31/2010)

2025.11 Significance Implementation - Acquisition of a Business that is a Successor to a Predecessor Company

For the acquisition of a business that is the successor to a predecessor company (not the registrant), or when an acquiree's historical financial statements include predecessor and successor periods, the measurement of significance under the income test will depend on the particular facts and circumstances.

If audited successor financial statements of the acquiree include twelve months of successor results, the income test should be applied in the normal fashion.

If audited successor financial statements of the acquiree include less than twelve months of successor results, it will generally be necessary to use pro forma amounts of the successor for the year determined in accordance with S-X Article 11. The objective of this process is to determine a surrogate for the annual historical statement of comprehensive income of the acquired business. Thus, the pro forma amounts would be determined using the basis of the acquired successor business — not the registrant's subsequent new basis. The staff generally believes that combining the historical results of the successor and predecessor without S-X Article 11 pro forma adjustments is not an appropriate surrogate for the significance test. The convention of "9 months equals 12 months" in S-X 3-06 is not applicable in this situation. In these situations, CF-OCA should be consulted prior to filing.

If the most recent audited financial statements of the acquiree include only predecessor results, use the historical predecessor period statement of comprehensive income information as the numerator for calculating the income test. Pro forma information should not be used. (Last updated: 3/31/2010)

2025.12 Significance Implementation - SAB 97 "Put-Together" Transactions In transactions in which more than two entities combine concurrent with an IPO, measure significance against the accounting acquirer (regardless of whether or not the accounting acquirer is a Newco). All of the acquired businesses are considered related under S-X 3-05(a)(3) and S-X 8-04(a)(2) and therefore must be grouped and assessed for significance against the accounting acquirer as a single acquisition. See Section 2015.12. Because related businesses must be treated as a single business acquisition under S-X 3-05 and S-X 8-04, SAB 80 may not be applied to SAB 97 "put together" transactions. Upon written request, the staff will consider whether relief from the literal application of S-X 3-05 is appropriate.

2025.13 Significance Implementation - Tests of significance after a SAB 97 "put-together" IPO

If a new acquisition takes place after an IPO but before the filing of the registrant's first Form 10-K, measure significance against the audited financial statements of the accounting acquirer for the most recent fiscal year that was included in the IPO registration statement. If a new acquisition takes place after the filing of the registrant's first Form 10-K, measure significance against the audited financial statements of the registrant for the most recent fiscal year in the Form 10-K. In some cases, such as when the IPO occurs close to the registrant's year end, the registrant's financial statements presented in Form 10-K may only include operations for a very short period of time. Upon written request, and depending on the proximity of the SAB 97 transaction to the balance sheet date, the staff will consider whether relief from the literal application of S-X 3-05 is appropriate.