https://www.avient.com/sites/default/files/2021-12/avient-s.a-r.l.-italian-branch-notarial-deed-for-name-change.pdf
https://www.avient.com/sites/default/files/resources/PolyOne%25202017%2520Proxy%2520Statement.PDF
Change of Control Definff ition.
Change of Control: The 2017 Plan includes a definition of “Change of Control.”
For this purpose, a “change of control” is defined in the Long-Term Incentive Plan.
https://www.avient.com/sites/default/files/2025-05/Avient Announces First Quarter 2025 Results_0.pdf
I'm pleased with our team's execution this quarter to deliver these results in a volatile and changing macro-economic backdrop," said Dr.
These results were achieved by remaining focused on our customers and staying agile to the changing market conditions.
In doing so, we innovate solutions that help our customers overcome their challenges or capitalize on opportunities provided by the fast- changing world and secular trends.
https://www.avient.com/sites/default/files/2020-10/luxury-closures-gravi-tech-design-guide-2.0-application-specific.pdf
Figure 3 shows how the wall thickness can suddenly change when outside and inside rounds are not concentric.
Design Guide 25 CHAPTER 6 | TROUBLESHOOTING FOUR MAIN AREAS Check all of these areas before changing anything in the process. 4 Mold • Cooling channel obstructed • Vent plugged • Core bent • Damaged tooling • Runner shutoff partially closed • Part stuck • Gate plugged • Tooling shifted Machine or Equipment • Thermolator unplugged • Variac unplugged • Material bridging • Drying turned off Material • Contamination • Lot change • Poor mixing • Material dust • Material not dried Process • Changes - Documented - Undocumented OBTAIN INFORMATION Obtain as much information as possible about the defect • Ask operators - When did it start occurring - Is it on every part • Set-Up Tech - Is this how the process started up - Has this happened before STRATEGY THEORY Part Consistency • Does the defect happen randomly or every part Machine Cycle • Is it consistent • Injection pressure limited • Screw hesitation Check Settings • What changed • Did a heater band turn off • Are valves sticking Determine at which point in the process the defect occurs • Injection • Hold time • Gate frozen • Ejection • Part deforming due to ejection • Do a short shot progression Change ONE setting at a time, and allow time for adjustment to affect the defect • Change speeds and pressures first - Take immediate effect and easily reversed • Change temperatures last - Take time to settle in • Extreme Measures - Put mold into different press 26 Gravi-Tech DEFECTS SOURCES Mold Machine Material Process Damages or worn gate/sprue Temperature settings overriding or changed Sprue breaks too soon Contamination Lower viscosity lot Wet material Nozzle too hot Cooling time too low Not enough decompression RECOMMENDED ADJUSTMENTS Reduce gate size Increase cooling in gate areas Check gate for blockages Install a shorter nozzle or specialty nozzle Ensure nozzle is temperature controlled Dry material Add screw decompression Increase hold pressure Increase hold time Increase cooling time Reduce nozzle tip temperature Angel Hair • Commonly occurs on sprues and hot runner gates • Long, thin strands of plastic material, which can tangle and cause components to stick together • Can cause ejection problems Root cause: Gate or sprue is not frozen and draws molten material with the sprue/part during mold open phase.
The position of this platen will change when using a mechanical clamping unit, so that clamp tonnage can be applied.
https://www.avient.com/sites/default/files/2024-02/AVNT Q4 2023 Earnings Press Release.pdf
Factors that could cause actual results to differ materially from those implied by these forward-looking statements include, but are not limited to: disruptions, uncertainty or volatility in the credit markets that could adversely impact the availability of credit already arranged and the availability and cost of credit in the future; the effect on foreign operations of currency fluctuations, tariffs and other political, economic and regulatory risks; disruptions or inefficiencies in our supply chain, logistics, or operations; changes in laws and regulations in jurisdictions where we conduct business, including with respect to plastics and climate change; fluctuations in raw material prices, quality and supply, and in energy prices and supply; demand for our products and services; production outages or material costs associated with scheduled or unscheduled maintenance programs; unanticipated developments that could occur with respect to contingencies such as litigation and environmental matters; an inability to raise or sustain prices for products or services; our ability to pay regular quarterly cash dividends and the amounts and timing of any future dividends; information systems failures and cyberattacks; amounts for cash and non-cash charges related to restructuring plans that may differ from original estimates, including because of timing changes associated with the underlying actions; our ability to achieve strategic objectives and successfully integrate acquisitions, including the implementation of a cloud-based enterprise resource planning system, S/4HANA; and other factors affecting our business beyond our control, including without limitation, changes in the general economy, changes in interest rates, changes in the rate of inflation, geopolitical conflicts and any recessionary conditions.
Three Months Ended December 31, 2023 2022 Reconciliation to Condensed Consolidated Statements of Income $ EPS(1) $ EPS(1) Net income (loss) from continuing operations attributable to Avient shareholders $ 27.8 $ 0.30 $ (17.0) $ (0.19) Special items, after tax (Attachment 3) 5.4 0.06 38.3 0.42 Amortization expense, after-tax 15.0 0.16 14.6 0.16 Adjusted net income / EPS $ 48.2 $ 0.52 $ 35.9 $ 0.39 (1) Per share amounts may not recalculate from figures presented herein due to rounding Year Ended December 31, 2023 2022 Reconciliation to Condensed Consolidated Statements of Income $ EPS(1) $ EPS(1) Net income from continuing operations attributable to Avient shareholders $ 75.8 $ 0.83 $ 82.8 $ 0.90 Special items, after tax (Attachment 3) 79.3 0.86 116.2 1.26 Amortization expense, after-tax 61.5 0.67 49.0 0.53 Adjusted net income / EPS $ 216.6 $ 2.36 $ 248.0 $ 2.69 (1) Per share amounts may not recalculate from figures presented herein due to rounding 7 Attachment 2 Avient Corporation Condensed Consolidated Statements of Income (Unaudited) (In millions, except per share data) Three Months Ended December 31, Year Ended December 31, 2023 2022 2023 2022 Sales $ 719.0 $ 790.4 $ 3,142.8 $ 3,396.9 Cost of sales 510.1 618.4 2,250.3 2,514.2 Gross margin 208.9 172.0 892.5 882.7 Selling and administrative expense 165.8 171.6 695.7 639.4 Operating income 43.1 0.4 196.8 243.3 Interest expense, net (26.8) (49.4) (115.3) (119.8) Other income (expense), net 4.3 (28.4) 5.8 (59.7) Income (loss) from continuing operations before income taxes 20.6 (77.4) 87.3 63.8 Income tax benefit (expense) 7.0 60.8 (11.0) 19.3 Net income (loss) from continuing operations 27.6 (16.6) 76.3 83.1 Income (loss) from discontinued operations, net of income taxes 0.8 561.5 (0.1) 620.3 Net income 28.4 544.9 76.2 703.4 Net loss (income) attributable to noncontrolling interests 0.2 (0.4) (0.5) (0.3) Net income attributable to Avient common shareholders $ 28.6 $ 544.5 $ 75.7 $ 703.1 Earnings (loss) per share attributable to Avient common shareholders - Basic: Continuing operations $ 0.30 $ (0.19) $ 0.83 $ 0.91 Discontinued operations 0.01 6.17 — 6.80 Total $ 0.31 $ 5.98 $ 0.83 $ 7.71 Earnings (loss) per share attributable to Avient common shareholders - Diluted: Continuing operations $ 0.30 $ (0.19) $ 0.83 $ 0.90 Discontinued operations 0.01 6.17 — 6.73 Total $ 0.31 $ 5.98 $ 0.83 $ 7.63 Cash dividends declared per share of common stock $ 0.2575 $ 0.2475 $ 1.0000 $ 0.9600 Weighted-average shares used to compute earnings per common share: Basic 91.2 91.0 91.1 91.2 Diluted 91.9 91.0 91.8 92.2 8 Attachment 3 Avient Corporation Summary of Special Items (Unaudited) (In millions, except per share data) Special items (1) Three Months Ended December 31, Year Ended December 31, 2023 2022 2023 2022 Cost of sales: Restructuring costs, including accelerated depreciation $ (2.0) $ (21.3) $ (11.9) $ (31.1) Environmental remediation costs (17.2) (0.4) (69.7) (24.2) Reimbursement of previously incurred environmental costs 1.6 — 1.6 8.3 Acquisition related costs — (23.8) — (34.1) Impact on cost of sales (17.6) (45.5) (80.0) (81.1) Selling and administrative expense: Restructuring and employee separation costs (1.1) (4.3) (14.9) (5.3) Legal and other (6.1) (4.0) (15.2) (3.0) Acquisition related costs (1.3) (6.1) (5.9) (19.3) Impact on selling and administrative expense (8.5) (14.4) (36.0) (27.6) Impact on operating income (26.1) (59.9) (116.0) (108.7) Interest expense, net - financing costs (0.1) (16.0) (2.3) (26.0) Mark-to-market on derivatives — — — (30.9) Pension and post retirement mark-to-market adjustment and other 3.8 (28.4) 3.7 (28.4) Impact on other income (expense), net 3.8 (28.4) 3.7 (59.3) Impact on income from continuing operations before income taxes (22.4) (104.3) (114.6) (194.0) Income tax benefit on above special items 4.5 26.8 27.7 49.4 Tax adjustments(2) 12.5 39.2 7.6 28.4 Impact of special items on net income from continuing operations $ (5.4) $ (38.3) $ (79.3) $ (116.2) Diluted earnings per common share impact $ (0.06) $ (0.42) $ (0.86) $ (1.26) Weighted average shares used to compute adjusted earnings per share: Diluted 91.9 91.7 91.8 92.2 (1) Special items include charges related to specific strategic initiatives or financial restructuring such as: consolidation of operations; debt extinguishment costs; costs incurred directly in relation to acquisitions or divestitures; employee separation costs resulting from personnel reduction programs, plant realignment costs, executive separation agreements; asset impairments; settlement gains or losses and mark-to- market adjustments associated with gains and losses on pension and other post-retirement benefit plans; environmental remediation costs, fines, penalties and related insurance recoveries related to facilities no longer owned or closed in prior years; gains and losses on the divestiture of operating businesses, gains and losses on facility or property sales or disposals; results of litigation, fines or penalties, where such litigation (or action relating to the fines or penalties) arose prior to the commencement of the performance period; one-time, non- recurring items; and the effect of changes in accounting principles or other such laws or provisions affecting reported results. (2) Tax adjustments include the net tax impact from non-recurring income tax items, adjustments to uncertain tax position reserves and the establishment, reversal or changes to valuation allowances. 9 Special items (1) Three Months Ended March 31, 2023 Cost of sales: Restructuring costs, including accelerated depreciation $ (6.6) Environmental remediation costs (1.4) Impact on cost of sales (8.0) Selling and administrative expense: Restructuring and employee separation costs (11.3) Legal and other (4.4) Acquisition related costs (3.4) Impact on selling and administrative expense (19.1) Impact on operating income (27.1) Other loss (0.2) Impact on income from continuing operations before income taxes (27.3) Income tax expense on above special items 6.9 Tax adjustments(2) (1.9) Impact of special items on net income from continuing operations $ (22.3) Diluted earnings per common share impact $ (0.24) Weighted average shares used to compute adjusted earnings per share: Diluted 91.8 (1) Special items include charges related to specific strategic initiatives or financial restructuring such as: consolidation of operations; debt extinguishment costs; costs incurred directly in relation to acquisitions or divestitures; employee separation costs resulting from personnel reduction programs, plant realignment costs, executive separation agreements; asset impairments; settlement gains or losses and mark-to- market adjustments associated with gains and losses on pension and other post-retirement benefit plans; environmental remediation costs, fines, penalties and related insurance recoveries related to facilities no longer owned or closed in prior years; gains and losses on the divestiture of operating businesses, gains and losses on facility or property sales or disposals; results of litigation, fines or penalties, where such litigation (or action relating to the fines or penalties) arose prior to the commencement of the performance period; one-time, non- recurring items; and the effect of changes in accounting principles or other such laws or provisions affecting reported results. (2) Tax adjustments include the net tax impact from non-recurring income tax items, adjustments to uncertain tax position reserves and the establishment, reversal or changes to valuation allowances. 10 Attachment 4 Avient Corporation Condensed Consolidated Balance Sheets (Unaudited) (In millions) Year Ended December 31, 2023 2022 ASSETS Current assets: Cash and cash equivalents $ 545.8 $ 641.1 Accounts receivable, net 399.9 440.6 Inventories, net 347.0 372.7 Other current assets 114.9 115.3 Total current assets 1,407.6 1,569.7 Property, net 1,028.9 1,049.2 Goodwill 1,719.3 1,671.9 Intangible assets, net 1,590.8 1,597.6 Operating lease assets, net 65.3 60.4 Other non-current assets 156.6 136.2 Total assets $ 5,968.5 $ 6,085.0 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Short-term and current portion of long-term debt $ 9.5 $ 2.2 Accounts payable 432.3 454.4 Current operating lease obligations 16.6 17.0 Accrued expenses and other current liabilities 315.2 395.8 Total current liabilities 773.6 869.4 Non-current liabilities: Long-term debt 2,070.5 2,176.7 Pension and other post-retirement benefits 67.2 67.2 Deferred income taxes 281.6 342.5 Non-current operating lease obligations 43.2 40.9 Other non-current liabilities 394.4 235.5 Total non-current liabilities 2,856.9 2,862.8 SHAREHOLDERS' EQUITY Avient shareholders’ equity 2,319.2 2,334.5 Noncontrolling interest 18.8 18.3 Total equity 2,338.0 2,352.8 Total liabilities and equity $ 5,968.5 $ 6,085.0 11 Attachment 5 Avient Corporation Condensed Consolidated Statements of Cash Flows (Unaudited) (In millions) Year Ended December 31, 2023 2022 Operating activities Net income $ 76.2 $ 703.4 Adjustments to reconcile net income to net cash provided by operating activities: Gain on sale of business, net of tax expense — (550.1) Depreciation and amortization 186.9 157.6 Accelerated depreciation 1.9 5.5 Amortization of inventory step-up — 34.4 Deferred income tax (benefit) expense (61.3) 0.5 Share-based compensation expense 13.2 13.2 Changes in assets and liabilities, net of the effect of acquisitions: Decrease in accounts receivable 38.6 32.6 Decrease in inventories 24.3 14.0 (Decrease) increase in accounts payable (22.2) 10.7 (Decrease) increase in pension and other post-retirement benefits (15.1) 7.1 Taxes paid on gain on sale of business (104.1) (2.8) Accrued expenses and other assets and liabilities, net 63.2 (27.7) Net cash provided by operating activities 201.6 398.4 Investing activities Capital expenditures (119.4) (105.5) Business acquisitions, net of cash acquired — (1,426.1) Settlement of foreign exchange derivatives — 93.3 Net proceeds from divestiture 7.3 928.2 Proceeds from plant closures 7.6 6.1 Other investing activities 10.3 — Net cash used by investing activities (94.2) (504.0) Financing activities Debt offering proceeds — 1,300.0 Purchase of common shares for treasury — (36.4) Cash dividends paid (90.2) (86.8) Repayment of long-term debt (105.8) (956.8) Payments on withholding tax on share awards (3.4) (4.3) Debt financing costs (2.3) (49.3) Net cash (used) provided by financing activities (201.7) 166.4 Effect of exchange rate changes on cash (1.0) (20.9) (Decrease) increase in cash and cash equivalents (95.3) 39.9 Cash and cash equivalents at beginning of year 641.1 601.2 Cash and cash equivalents at end of year $ 545.8 $ 641.1 12 Attachment 6 Avient Corporation Business Segment Operations (Unaudited) (In millions) Operating income at the segment level does not include: special items as defined in Attachment 3; corporate general and administration costs that are not allocated to segments; intersegment sales and profit eliminations; share-based compensation costs; and certain other items that are not included in the measure of segment profit and loss that is reported to and reviewed by the chief operating decision maker.
https://www.avient.com/sites/default/files/2023-08/QRG for suppliers on CSP order management%5B87%5D.pdf
Note: When you send an ASN, the PO status changes to Issued even if you have not sent an invoice yet.
You can create custom views (tables for reports) for orders, order lines, order changes, order line changes, advance ship notices (ASN), invoices and catalogs.
At the top of the table whose view you want to change, click Create View in the View drop-down list. 7 3.
https://www.avient.com/sites/default/files/resources/PolyOne%25202011%2520Annual%2520Report.pdf
Changes in currency exchange rates reduced sales approximately 0.7%.
See Note 2, Change in Accounting Principle, for a presentation of our operating results before and after the application of this accounting change.
See Note 2, Change in Accounting Principle, for further discussion.
https://www.avient.com/sites/default/files/2025-05/AVNT May Investor Presentation_w_non-GAAP_0.pdf
They use words such as "will," “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe” and other words and terms of similar meaning in connection with any discussion of future operating or financial condition, performance and/or sales. items, include statements relating to future actions; prospective changes in raw material costs, product pricing or product demand; future performance; estimated capital expenditures; results of current and anticipated market conditions and market strategies; sales efforts; expenses; the outcome of contingencies such as legal proceedings and environmental liabilities; and financial results.
Factors that could cause actual results to differ materially from those implied by these forward-looking statements include, but are not limited to: • disruptions, uncertainty or volatility in the credit markets that could adversely impact the availability of credit already arranged and the availability and cost of credit in the future; • the effect on foreign operations of currency fluctuations, tariffs and other political, economic and regulatory risks; • disruptions or inefficiencies in our supply chain, logistics, or operations; • changes in laws and regulations in jurisdictions where we conduct business, including with respect to plastics and climate change; • fluctuations in raw material prices, quality and supply, and in energy prices and supply; • demand for our products and services; • production outages or material costs associated with scheduled or unscheduled maintenance programs; • unanticipated developments that could occur with respect to contingencies such as litigation and environmental matters; • our ability to pay regular quarterly cash dividends and the amounts and timing of any future dividends; • information systems failures and cyberattacks; • our ability to service our indebtedness and restrictions on our current and future operations due to our indebtedness; • amounts for cash and non-cash charges related to restructuring plans that may differ from original estimates, including because of timing changes associated with the underlying actions; • other factors affecting our business beyond our control, including without limitation, changes in the general economy, changes in interest rates, changes in the rate of inflation, geopolitical conflicts, tariffs, and any recessionary conditions; and • other factors described in our Annual Report on Form 10-K under Item 1A, “Risk Factors.”
EPS – Q2 2025 $0.79 2025 financial guidance unchanged... ▲ U.S. consumer sentiment and GDP growth stays robust ▲ China trade war and tariffs de-escalate ▲ European economy improves due to increased infrastructure spend ▲ Continued strength in defense and healthcare markets ▼ Global trade uncertainty / volatility ▼ Persistent inflation and slowdown in global economies ▼ Supply chain disruptions resulting from global trade policy changes ▼ FX volatility ACCELERATORS DECELERATORS 24Copyright © .
https://www.avient.com/sites/default/files/2025-03/Q4 2024 Avient Webcast Slides w Non-GAAP.pdf
They use words such as "will," “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe” and other words and terms of similar meaning in connection with any discussion of future operating or financial condition, performance and/or sales. items, include statements relating to future actions; prospective changes in raw material costs, product pricing or product demand; future performance; estimated capital expenditures; results of current and anticipated market conditions and market strategies; sales efforts; expenses; the outcome of contingencies such as legal proceedings and environmental liabilities; and financial results.
Factors that could cause actual results to differ materially from those implied by these forward-looking statements include, but are not limited to: • disruptions, uncertainty or volatility in the credit markets that could adversely impact the availability of credit already arranged and the availability and cost of credit in the future; • the effect on foreign operations of currency fluctuations, tariffs and other political, economic and regulatory risks; • disruptions or inefficiencies in our supply chain, logistics, or operations; • changes in laws and regulations in jurisdictions where we conduct business, including with respect to plastics and climate change; • fluctuations in raw material prices, quality and supply, and in energy prices and supply; • demand for our products and services; • production outages or material costs associated with scheduled or unscheduled maintenance programs; • unanticipated developments that could occur with respect to contingencies such as litigation and environmental matters; • our ability to pay regular quarterly cash dividends and the amounts and timing of any future dividends; • information systems failures and cyberattacks; • our ability to service our indebtedness and restrictions on our current and future operations due to our indebtedness; • amounts for cash and non-cash charges related to restructuring plans that may differ from original estimates, including because of timing changes associated with the underlying actions; • other factors affecting our business beyond our control, including without limitation, changes in the general economy, changes in interest rates, changes in the rate of inflation, geopolitical conflicts, and any recessionary conditions; and • other factors described in our Annual Report on Form 10-K under Item 1A, “Risk Factors.”
EPS guidance 2025 financial guidance ▲ Further Fed rate cuts ▲ Chinese stimulus ▲ Economic recovery in Europe ▲ Continued strength in defense applications for both military and local law enforcement ▼ Policy uncertainty and changes ▼ Persistent inflation impacting consumer spending / slowdown of US economy ▼ Further deterioration of Europe economy ▼ FX volatility MACRO ASSUMPTIONS INFLUENCING RANGE 19Copyright © .
https://www.avient.com/sites/default/files/resources/PolyOne%2520IR%2520Presentation%2520-%2520RW%2520Baird%2520Global%2520Industrial%2520Conference.pdf
Factors that could cause actual results to differ materially from those implied by these forward-looking statements include, but are not limited to: • Our ability to identify and evaluate acquisition targets and consummate acquisitions; • The ability to successfully integrate acquired companies into our operations, retain the management teams of acquired companies, retain relationships with customers of acquired companies, and achieve the expected results of such acquisitions, including whether such businesses will be accretive to our earnings; • Disruptions, uncertainty or volatility in the credit markets that could adversely impact the availability of credit already arranged and the availability and cost of credit in the future; • Our ability to achieve new business gains; • The effect on foreign operations of currency fluctuations, tariffs and other political, economic and regulatory risks; • Changes in polymer consumption growth rates and laws and regulations regarding the disposal of plastic in jurisdictions where we conduct business; • Changes in global industry capacity or in the rate at which anticipated changes in industry capacity come online; • Fluctuations in raw material prices, quality and supply and in energy prices and supply; production outages or material costs associated with scheduled or unscheduled maintenance programs; • Unanticipated developments that could occur with respect to contingencies such as litigation and environmental matters; • An inability to achieve or delays in achieving or achievement of less than the anticipated financial benefit from initiatives related to working capital reductions, cost reductions and employee productivity goals; • Information systems failures and cyber attacks; • Our ability to continue to pay regular cash dividends and the amounts and timing of any future dividends; and • Other factors affecting our business beyond our control, including, without limitation, changes in the general economy, changes in interest rates and changes in the rate of inflation. The above list of factors is not exhaustive. We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise.
Adjusted EPS attributable to PolyOne common shareholders is calculated as follows: 2009* 2010* 2011* 2012* 2013* 2014* 2015* 2016 Net income from continuing operations attributable to PolyOne common shareholders $ 106.7 $ 152.5 $ 153.4 $ 53.3 $ 94.0 $ 78.0 $ 144.6 $ 166.4 Joint venture equity earnings, after tax (19.0) (14.7) (3.7) — — — — — Special items, before tax(1) (48.7) 24.2 (48.1) 55.1 46.3 164.2 87.6 23.8 Special items, tax adjustments(1) (27.2) (96.7) (24.7) (18.9) (13.7) (73.7) (58.7) (15.9) Adjusted net income from continuing operations attributable to PolyOne common shareholders $ 11.8 $ 65.3 $ 76.9 $ 89.5 $ 126.6 $ 168.5 $ 173.5 $ 174.3 Diluted shares 93.4 96.0 94.3 89.8 96.5 93.5 88.7 84.6 Adjusted EPS attributable to PolyOne common shareholders $ 0.13 $ 0.68 $ 0.82 $ 1.00 $ 1.31 $ 1.80 $ 1.96 $ 2.06 * Historical results are shown as presented in prior filings and have not been updated to reflect subsequent changes in accounting principle, discontinued operations or the related resegmentation. (1) Special items include charges related to specific strategic initiatives or financial restructuring such as: consolidation of operations; debt extinguishment costs; costs incurred directly in relation to acquisitions or divestitures; employee separation costs resulting from personnel reduction programs, plant realignment costs, executive separation agreements; asset impairments; mark-to-market adjustments associated with actuarial gains and losses on pension and other post-retirement benefit plans; environmental remediation costs, fines, penalties and related insurance recoveries related to facilities no longer owned or closed in prior years; gains and losses on the divestiture of operating businesses, joint ventures and equity investments; gains and losses on facility or property sales or disposals; results of litigation, fines or penalties, where such litigation (or action relating to the fines or penalties) arose prior to the commencement of the performance period; one-time, non-recurring items; the effect of changes in accounting principles or other such laws or provisions affecting reported results and tax adjustments.