External resource

SEC Staff Accounting Bulletin 99 — Materiality

SEC staff interpretation explaining why a registrant's materiality analysis considers the surrounding facts as well as magnitude.

Authority and currency

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Publisher
U.S. Securities and Exchange Commission
Standing
Primary authority
Version
SAB 99 as accessed 2026-08-08
Relevant parts
Topic 1.M, Materiality
Currency
current · checked Aug 8, 2026

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SAB 99 rejects an exclusively percentage-based analysis. The surrounding facts can make a quantitatively small misstatement important, including its effect on a trend, a contractual requirement, compensation, a business segment, or the concealment of an unlawful transaction. The lesson is disciplined completeness: compute magnitude, document the qualitative facts, consider aggregate effects, and preserve the legal and auditing boundaries instead of turning any example factor into a formula.