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NOTES to SECTION 2130
  1. See Section 2120 for a discussion of the Form 8-K reporting requirements when a disposed business is significant. 
  2. Registrants may request CF-OCA interpretation or relief in unusual situations where strict application of the rules and guidelines results in a requirement that is unreasonable under the circumstances. 
2130.1  General — Measure significance of a disposed business using the three significance tests in S-X 1-02(w). If any of the three tests exceeds 10%, the business is significant. [Instruction 4(ii) Item 2.01, Form 8-K and S-X 11-01(b)(2)]
2130.2  Implementation Point — Investment Test [S-X 1-02(w)(1)]
a. Numerator of the Investment Test:
 Use the greater of:
1. The carrying value of the disposed business (or if a portion of the business is disposed, the carrying value of the portion disposed) as of the end of the registrant's most recently completed fiscal year prior to the disposal date; or
2. The fair value of the consideration received for the portion of the business disposed.
b. Denominator of the Investment Test:
 Use the registrant's consolidated total assets as of the end of the registrant's most recently completed fiscal year prior to the disposal date.
NOTES to SECTION 2130.2
  1. Numerator of the Investment Test — Impact of Noncontrolling Interest - The numerator of the investment test should not be impacted by the existence of or accounting for noncontrolling interest. 
  2. Numerator of the Investment Test — Registrant Retains either a Controlling or a Noncontrolling Investment in Disposed Business -Because the numerator includes only the portion of the business disposed, the numerator should not include either the carrying value or the fair value of the registrant's retained investment in the disposed business.
  3. Numerator of the Investment Test - Nonreciprocal Transfers to Owners - In a nonreciprocal transfer to owners, whether accounted for at fair value or based on recorded amounts, the registrant does not receive consideration; therefore the numerator equals the carrying value of the disposed business (or if a portion of the business is disposed, the carrying value of the portion disposed) as of the end of the registrant's most recently completed fiscal year prior to the disposal date. 
  4. Denominator of the Investment Test — Because the denominator of the investment test includes the registrant's consolidated total assets for its most recently completed fiscal year prior to the disposal date, the accounting for the disposition does not affect the denominator of the investment test.
2130.3  Implementation Point — Asset Test [S-X 1-02(w)(2) and Income Test [S-X 1-02(w)(3)]
 (Last updated: 9/30/2010)
Asset Test - The numerator of the asset test should be the total assets of the disposed business as of the end of its most recently completed fiscal year prior to disposal. The denominator of the asset test should be the registrant's total assets as of the end of its most recently completed fiscal year prior to disposal. A registrant's total assets as of the end of its most recently completed fiscal year will include assets related to both its continuing operations and its discontinued operations.
Income Test - The numerator of the income test should be the pre-tax income or loss from continuing operations of the disposed business for its most recently completed fiscal year prior to disposal. The denominator of the income test should be the historical pre-tax income or loss from continuing operations of the registrant for its most recently completed fiscal year prior to disposal. Because S-X 1-02(w) specifies that the denominator equals the registrant's pre-tax income or loss from continuing operations, the denominator will not include the results of a disposed business which was previously appropriately reported as a discontinued operation.
Because the asset test and the income test include only amounts reflected in both the disposed business's and the registrant's consolidated financial statements for their most recently completed fiscal year prior to the disposal date, the accounting in the period of disposal does not affect either the asset test or the income test.
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