Completion of Acquisition or Disposition of Assets

• Involves a significant amount of assets otherwise than in the ordinary course
  of business
  Results of Operations & Financial Condition
• Public announcement or release disclosing material non-public information
  for a completed quarterly or annual fiscal period
  Creation of a Direct Financial Obligation (DFO) or an Obligation under an
  Off-Balance Sheet Arrangement
• Must be material
• DFO means long-term debt, finance lease, operating lease or short-term
  debt that arises other than in the ordinary course of business
• Applies even if the registrant is not a party to the transaction
• Exemption if securities are sold in a registered offering
  Triggering Events that Accelerate or Increase a DFO or an Obligation
  under an Off-Balance Sheet Arrangement
• Must be material
• Includes conversion from contingent to direct obligation
• DFO includes obligations accrued as probable loss under GAAP
  Costs Associated with Exit or Disposal Activities
• Commitment to an exit or disposal plan, disposal of a long-lived asset or
  termination of employees under a plan
• Material charges to be incurred under GAAP and future aggregate cash
  charges
  Material Impairments
• Determination that a material charge is required under GAAP
• Not required if determination is made during preparation, review or audit of
  timely filed 10-Q or 10-K disclosing impairment charge