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17. SUBSEQUENT EVENTS

On October 7, 2009, the Parent Company voluntarily reduced all of the remaining commitments available under the senior unsecured credit facility and terminated the facility agreement. See further discussion in Note 7 — Long-Term Debt — Recourse Debt.

Subsequent events have been evaluated through the date of issuance of this Form 10-Q.

Q. Subsequent Events – Management evaluated all activity of Alcoa through October 23, 2009 (the issue date of the Financial Statements) and concluded that no subsequent events have occurred that would require recognition in the Financial Statements or disclosure in the Notes to the Financial Statements, except as follows:

On October 23, 2009, Alcoa signed an agreement to sell the Sebiñáigo (Spain) plant related to the Global Foil business (see Note C).

NOTE 18: SUBSEQUENT EVENTS

On October 1, 2009, AE Supply issued $600 million aggregate principal amount of senior unsecured notes, consisting of $350 million of 5.75% Notes due 2019 and $250 million of 6.75% Notes due 2039. AE Supply used a portion of the net proceeds from the sale of these notes to repay in full its existing $447 million term loan on October 2, 2009. AE Supply capitalized $5.3 million in debt issuance costs associated with this new debt issuance and expensed $0.6 million of unamortized debt costs associated with the extinguished term loan.

On October 6, 2009, Allegheny agreed to the sale and long-term lease of the majority of the assets of its fiber optic network subsidiary, Allegheny Communications Connect, Inc. (“ACC”), for $27 million to NTELOS Holdings Corp. ACC owns and manages a fiber optic network of more than 2,200 route miles, primarily in Pennsylvania and West Virginia, with portions in several adjoining states. The transaction consists of the sale, lease and assignment of approximately 75% of the network. Allegheny will continue to maintain the lines that are leased. ACC will retain the remaining assets to serve the needs of Allegheny’s electric utility subsidiaries, including Smart Grid initiatives. Allegheny expects to close the transaction by the end of 2009. The agreement is subject to regulatory approvals and customary closing conditions.

On October 7, 2009, AE Supply signed definitive agreements to purchase two hydro generation facilities with a capacity of approximately 11 MWs and to settle a related power purchase contract, for a cash purchase price of approximately $2.0 million. The purchase is subject to approval by FERC. AE Supply expects to complete the transaction by the end of 2009.

On October 21, 2009, AE Supply used the remaining proceeds of its senior secured note offering to repurchase approximately $152 million aggregate principal amount of its 7.80% Medium Term Notes due 2011 pursuant to a cash tender offer at an aggregate premium of $12.7 million. AE Supply plans to expense the $12.7 million premium, $0.3 million in unamortized debt costs, and $0.4 million in fees related to this tender offer during the three months ending December 31, 2009.

Note 12. Subsequent Event

On October 23, 2009, the Company acquired the assets of Crucible Compaction Metals and Crucible Research, a western Pennsylvania producer of advanced powder metal products, for $40.95 million. This business has been named ATI Powder Metals and will be part of the High Performance Metals business segment.

Note 16 – Subsequent Event

We evaluated subsequent events through October 21, 2009 when the financial statements were issued. On October 12, 2009, our Board of Directors declared a quarterly cash dividend of $0.05 per common share, which is payable on December 1, 2009 to stockholders of record on November 10, 2009.

19. Subsequent Events

The Company has performed an evaluation of subsequent events through October 30, 2009, which is the date the financial statements were issued.

4.625% Senior Notes Offering—On October 20, 2009, the Company completed an institutional private placement of $600.0 million aggregate principal amount of its 4.625% senior notes due 2015 (4.625% Notes). The net proceeds to the Company from the offering were approximately $594.1 million, after deducting commissions and expenses. The Company will use $508.9 million of the net proceeds to finance the redemption of its outstanding 7.125% senior notes due 2012 (7.125% Notes), which is set for November 13, 2009. The remainder of the net proceeds will be used for general corporate purposes.

The 4.625% Notes will mature on April 1, 2015, and interest is payable semi-annually in arrears on April 1 and October 1 of each year, beginning on April 1, 2010, to the persons in whose names the notes are registered at the close of business on the preceding March 15 and September 15, respectively. The Company may redeem the 4.625% Notes at any time at a redemption price equal to 100% of the principal amount, plus a make-whole premium, together with accrued interest to the redemption date. Interest on the notes will accrue from October 20, 2009 and will be computed on the basis of a 360-day year comprised of twelve 30-day months.

If the Company undergoes a change of control and ratings decline, each as defined in the indenture for the 4.625% Notes, the Company may be required to repurchase all of the 4.625% Notes at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest, if any, and additional interest, if any, to but not including the date of repurchase. The 4.625% Notes rank equally with all of the Company’s other senior unsecured debt and are structurally subordinated to all existing and future indebtedness and other obligations of the Company’s subsidiaries. The indenture contains certain covenants that limit the Company’s ability to merge, consolidate or sell assets and the Company’s and its subsidiaries’ abilities to incur liens. These covenants are subject to a number of exceptions, including that the Company and its subsidiaries may incur certain liens on assets, mortgages or other liens securing indebtedness, if the aggregate amount of such liens shall not exceed 3.5x Adjusted EBITDA, as defined in the indenture.

7.125% Senior Notes—On October 14, 2009, the Company issued a notice for the redemption of the principal amount of its outstanding 7.125% Notes. In accordance with the redemption provisions and the indenture for the 7.125% Notes, the 7.125% Notes will be redeemed at a price equal to 101.781% of the principal amount. In addition, the Company will pay accrued and unpaid interest on the redeemed notes up to, but excluding, the redemption date, which is set for November 13, 2009.

Asia Acquisition—On October 28, 2009, the Company completed the acquisition of Insight Infrastructure Pte. Ltd, and its principal operating subsidiary Transcend Infrastructure Limited (Insight). At closing, Insight owned 326 towers, which are located in a number of telecom circles in India. Additionally, Insight had approximately 40 towers in various stages of development that the Company plans to complete over the next several months. The total consideration for the acquisition is expected to be approximately $20.0 million, which is subject to certain post-closing adjustments, and includes the assumption of certain liabilities by the Company. The Company used its existing cash and cash equivalents to satisfy the cash requirements at closing.

18. Subsequent Events

Commercial Paper Program

On October 14, 2009, BlackRock established a commercial paper program (the “Program”) under which the Company may issue unsecured commercial paper notes (the “Notes”) on a private placement basis up to a maximum aggregate amount outstanding at any time of $3,000. The proceeds of the commercial paper issuances will be used for general corporate purposes, including the financing of a portion of the BGI Transaction. Amounts available under the Program may be reborrowed. Subsidiaries of Bank of America and Barclays, as well as other third parties, will act as dealers under the Program.

The Company began issuance of notes under the Program on November 4, 2009. As of November 5, 2009, BlackRock had $525 of outstanding Notes with a weighted interest rate of 0.17% and a weighted maturity of 51 days.

Additional Subsequent Event Review

In addition to the subsequent events included in the notes to the financial statements, the Company reviewed subsequent events occurring through November 6, 2009, the date that these financial statements were issued, and determined that no additional subsequent events occurred that would require accrual or additional disclosures.

14. Subsequent Events

In May 2009, the FASB issued ASC 855-10 “Subsequent Events” (“ASC 855-10”) (formerly known as SFAS No. 165 “Subsequent Events” (“SFAS No. 165”)), which establishes general standards of accounting and disclosure for events that occur after the balance sheet date but before the financial statements are issued. The guidance included in ASC 855-10 was effective for interim or annual periods beginning after June 15, 2009. The Company has evaluated subsequent events through the time of filing these financial statements with the SEC on Form 10-Q on November 5, 2009.

On October 9, 2009, the Company’s Operating Partnership completed a public offering of $700.0 million in aggregate principal amount of its 5.875% senior notes due 2019. The notes were priced at 99.931% of the principal amount to yield 5.884% to maturity. The aggregate net proceeds to the Operating Partnership, after deducting underwriter discounts and offering expenses, were approximately $693.7 million. The notes mature on October 15, 2019, unless earlier redeemed.

On October 9, 2009, the Company placed in-service 701 Carnegie Center, an approximately 120,000 net rentable square foot Class A office property located in Princeton, New Jersey. The property is 100% leased.

14. Subsequent Events

In May 2009, the FASB issued ASC 855-10 “Subsequent Events” (“ASC 855-10”) (formerly known as SFAS No. 165 “Subsequent Events” (“SFAS No. 165”)), which establishes general standards of accounting and disclosure for events that occur after the balance sheet date but before the financial statements are issued. The guidance included in ASC 855-10 was effective for interim or annual periods beginning after June 15, 2009. The Company has evaluated subsequent events through the time of filing these financial statements with the SEC on Form 10-Q on November 5, 2009.

On October 9, 2009, the Company completed a public offering of $700.0 million in aggregate principal amount of its 5.875% senior notes due 2019. The notes were priced at 99.931% of the principal amount to yield 5.884% to maturity. The aggregate net proceeds to the Company, after deducting underwriter discounts and offering expenses, were approximately $693.7 million. The notes mature on October 15, 2019, unless earlier redeemed.

On October 9, 2009, the Company placed in-service 701 Carnegie Center, an approximately 120,000 net rentable square foot Class A office property located in Princeton, New Jersey. The property is 100% leased.

15. Subsequent Events

The Company has evaluated subsequent events after the balance sheet date through November 9, 2009, the financial statements issuance date, for appropriate accounting and disclosure.

Note 17

Subsequent Events

In accordance with ASC 855-10/SFAS 165, the Company evaluates subsequent events that have occurred after the balance sheet date but before the financial statements are issued. There are two types of subsequent events: (1) recognized, or those that provide additional evidence about conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements, and (2) nonrecognized, or those that provide evidence about conditions that did not exist at the date of the balance sheet but arose after that date. The Company evaluated subsequent events through November 6, 2009.

Based on the evaluation, the Company did not identify any recognized or nonrecognized subsequent events that would have required adjustment to the financial statements.

16. SUBSEQUENT EVENTS

On October 2, 2009, the Company repaid its $350.0 million floating rate notes that had reached their maturity.

On October 23, 2009, the Company recognized $27.2 million of income related to amounts released from escrow following the previously disclosed resolution of the Derivative Litigation against certain of the Company’s directors and officers. See Note 3 of the “Notes to Consolidated Financial Statements” from the FY2009 Financial Statements for a discussion of the Derivative Litigation. This amount is comprised of $25.7 million received from directors and officers’ insurance policies which will be recognized in litigation (credits)/charges, net and $1.5 million of accrued interest income which will be recognized in interest expense, net.

The Company has disclosed all material subsequent events through November 9, 2009, the date the financial statements were issued.

Subsequent to September 30, 2009, holders of $125 million of our 2.25% Contingent Convertible Senior Notes due 2038 exchanged their senior notes for 3.5 million shares of common stock in privately negotiated exchanges. The difference between the fair value of the notes that were exchanged and the fair value of the common stock issued will be recorded as a loss on exchange of debt of approximately $21 million.

NOTE 20 – SUBSEQUENT EVENTS

Wabush Acquisition

On October 9, 2009, Consolidated Thompson Iron Mines Ltd. (“Consolidated Thompson”) announced an agreement with Wabush’s other joint venture partners to acquire their ownership interests for approximately $88 million in cash. Under the terms of the Wabush partnership agreement, we have a right of first refusal to acquire each of U.S. Steel Canada’s and ArcelorMittal Dofasco’s interest. By exercising our right of first refusal, we are entitled to receive the same terms and conditions contained in the agreement with Consolidated Thompson and thus increase our ownership stake in Wabush to 100 percent. On October 12, 2009, we exercised our right of first refusal to acquire U.S. Steel Canada’s 44.6 percent interest and ArcelorMittal Dofasco’s 28.6 percent interest in Wabush. With Wabush’s 5.5 million tons of rated capacity, acquisition of the remaining interest will increase our North American Iron Ore rated equity production capacity by approximately 4.0 million tons. Completion of the transaction is subject to a number of conditions, including receipt of requisite regulatory approval.

Credit Facility Amendment

Effective October 29, 2009, we amended the terms of our $800 million credit facility. The amendment results in, among other things, improved borrowing flexibility, the addition of multi-currency letters of credit, and more liberally defined financial covenants and debt restrictions. An increase in annual LIBOR margin of 50 basis points resulted from this amendment.

We have evaluated subsequent events through October 30, 2009, which represents the date of financial statement issuance.

13. Subsequent Events

The company has evaluated subsequent events through November 6, 2009, the date the financial statements were issued, and has determined that there are no subsequent events that require disclosure other than the following event:

On October 9, 2009, CME amended its 364-day revolving line of credit, which may be used by its clearing house in certain situations. The amended credit agreement extends the termination date from October 9, 2009 to December 9, 2009.

Note 12 — Subsequent Events

On October 15, 2009, we entered into a definitive agreement with UBS AG to acquire UBS Service Centre (India) Private Limited (“UBS ISC”) for a purchase price of approximately $75,000. The completion of this acquisition is subject to the satisfaction of certain closing conditions.

Note 12 – Other Subsequent Events

On November 4, 2009, the Company’s Board of Directors authorized a new share repurchase program for up to $2.0 billion of the Company’s outstanding common stock. The share repurchase authorization, which was effective immediately and expires at the end of 2011, permits the Company to effect the repurchases from time to time through a combination of open market repurchases, privately negotiated transactions and/or accelerated share repurchase transactions. The share repurchase program may be modified, extended or terminated by the Board of Directors at any time.

The Company has performed an evaluation of subsequent events through October 7, 2009, the date the financial statements were issued and filed.

22. Subsequent Events

For information on subsequent events related to debt and credit facilities, regulatory matters and commitments and contingencies, see Notes 7, 13 and 14, respectively. Management has evaluated these Unaudited Consolidated Financial Statements and Notes for subsequent events up through November 6, 2009, which is the date of filing of the Unaudited Consolidated Financial Statements with the SEC.

16.  Subsequent Events

Management has updated the financial statements for events through November 6, 2009.

Subsequent Events

Subsequent to September 30, 2009 and up until the time of this filing, the Company:

Other

During the nine months ended September 30, 2009, the Company recorded an approximate $11.1 million non-cash asset impairment charge on a parcel of land held for development. This charge was the result of an analysis of the parcel’s estimated fair value (determined using internally developed models based on market assumptions and comparable sales data) compared to its current capitalized carrying value.

During the nine months ended September 30, 2009 and 2008, the Company recorded approximately $1.3 million and $2.2 million of additional general and administrative expense, respectively, and $1.3 million and $0.3 million of additional property management expense, respectively, related primarily to cash severance for various employees.

Subsequent Events

Subsequent to September 30, 2009 and up until the time of this filing, the Operating Partnership:

Other

During the nine months ended September 30, 2009, the Operating Partnership recorded an approximate $11.1 million non-cash asset impairment charge on a parcel of land held for development. This charge was the result of an analysis of the parcel’s estimated fair value (determined using internally developed models based on market assumptions and comparable sales data) compared to its current capitalized carrying value.

During the nine months ended September 30, 2009 and 2008, the Operating Partnership recorded approximately $1.3 million and $2.2 million of additional general and administrative expense, respectively, and $1.3 million and $0.3 million of additional property management expense, respectively, related primarily to cash severance for various employees.

(7) Subsequent Events

In May 2009, the FASB issued Accounting Standards Codification (ASC) 855-10-05, “Subsequent Events.” This Statement sets forth: (i) the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements; (ii) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements; and (iii) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. We adopted this Statement in the second quarter ended June 30, 2009, as required. This Statement did not impact our consolidated financial results.

The Company has evaluated its subsequent events through October 23, 2009, the filing date of the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2009.

20.  Subsequent Event

On October 19, 2009, we entered into a memorandum of understanding with Treasury, FHFA and Freddie Mac. The memorandum of understanding sets forth the terms under which we, Freddie Mac and Treasury intend to provide assistance to state and local housing finance agencies (“HFAs”) so that the HFAs can continue to meet their mission of providing affordable financing for both single-family and multifamily housing. The memorandum of understanding contemplates providing assistance to the HFAs through three separate assistance programs: a temporary credit and liquidity facilities program, a new issue bond program and a multifamily credit enhancement program. The parties’ obligations with respect to transactions under the three assistance programs contemplated by the memorandum of understanding will become binding when the parties execute definitive transaction documentation.

Note 20. Subsequent Event

On October 19, 2009, the Company acquired all of the outstanding stock of OmniTech Partners, Inc., Optical Systems Technology, Inc. and Keystone Applied Technologies, Inc., operating together as a provider in the development and manufacturing of weapon-mounted image intensified and fused image intensified/thermal imagers, for approximately $42.0 million in cash.

Note 16: Subsequent Events

Amendment to Qualified and Non-Qualified Defined Benefit Pension Plans and Savings and Investment Plans

On October 2, 2009, the Board of Directors amended the Qualified and Non-Qualified Defined Benefit Pension Plans (“U.S. Pension Plans”) to freeze participation in the U.S. Pension Plans for all new nonunion employees hired on or after January 1, 2010, and current non-union employees with less than five years of vesting service as of December 31, 2009. For current nonunion employees with less than five years of vesting service as of December 31, 2009, benefits accrued under the U.S. Pension Plans and earned as of that date will be frozen based on credited service and pay as of December 31, 2009.

On October 2, 2009, the Board of Directors also approved amendments to the U.S. Qualified and Non-Qualified Savings and Investment Plans (“Amended Plans”). Under the Amended Plans, we will make a nonelective contribution equal to four percent of an employee’s eligible earnings every pay period to all new nonunion employees hired on or after January 1, 2010, and current nonunion employees with less than five years of vesting service as of December 31, 2009. The vesting schedule for the four percent nonelective contribution under the Amended Plans is three years of continuous service with FMC.

Acquisitions

On October 20, 2009, we acquired 100 percent ownership of Multi Phase Meters AS (“MPM”) for an initial cash payment of $33.2 million and two earn-out payments based on 6.6 times 2012 and 2013 earnings before income taxes, depreciation and amortization (“EBITDA”). We acquired MPM, a global leader in the development and manufacture of high-performance multiphase flow meters, to further enhance and expand our portfolio of subsea technologies.

On October 30, 2009, we acquired all of the equity interests of Direct Drive Systems, Inc. (“DDS”) for $120.0 million. The purchase price is subject to potential post-closing adjustments related to working capital. We acquired DDS, a world leader in the development and manufacture of high-performance permanent magnet motors and bearings for the oil and gas industry, to leverage our experience as a systems integrator and technology leader and to further strengthen our capabilities in the subsea processing market.

The acquisitions will be accounted for in the fourth quarter of 2009 using the acquisition method, in accordance with ASC 805, “Business Combinations.” Accordingly, the net assets acquired will be recorded at their fair values at the acquisition date, and operating results will be included in our financial statements from the date of acquisition.

16. SUBSEQUENT EVENTS

We evaluated all subsequent events that occurred after the balance sheet date through the date of filing these Condensed Consolidated Financial Statements on Form 10-Q with the SEC on November 5, 2009. There were no subsequent events requiring recognition or disclosure in these financial statements.

On-Balance Sheet Securitization

On October 9, 2009, HDFS transferred $897.4 million of U.S. retail motorcycle finance receivables to a SPE, which in turn issued $700.0 million of secured notes, with various maturities and interest rates, to investors. This term asset-backed securitization transaction was “eligible collateral” under the TALF program. The notes are secured by future collections of the purchased U.S. retail motorcycle loans. The structure of this term asset-backed securitization transaction did not satisfy the requirements for accounting sale treatment under ASC Topic 860; therefore, the securitized U.S. retail motorcycle loans, resulting secured borrowings and other related assets and liabilities of the SPE will be included in the Company’s consolidated financial statements as HDFS is the primary and sole beneficiary of the SPE.

Discontinuation of Buell Product Line and Planned MV Divestiture

On October 15, 2009, the Company unveiled major elements of its business strategy to drive growth through a single-minded focus of efforts and resources on the unique strengths of the Harley-Davidson brand and to enhance productivity and profitability through continuous improvement. On October 14, 2009, the Company’s Board of Directors approved and the Company committed to the discontinuation of its Buell product line and divestiture of MV as part of this strategy.

The Company plans to stop production of Buell motorcycles at the end of October 2009. Remaining inventories of Buell motorcycles, accessories and apparel, while they last, will continue to be sold through authorized dealerships. Warranty coverage will continue as normal for Buell motorcycles and the Company will provide replacement parts and service through dealerships. The decision will result in a reduction over time of about 80 hourly production positions and about 100 non-production, primarily salaried positions. Employment will end for a majority of Buell employees December 18, 2009.

Buell is not considered a separate and distinct operation under Statement of Financial Accounting Standards (SFAS) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (ASC Topic 360) due to its integration within the Harley-Davidson business systems and distribution network. Accordingly, the financial results related to Buell will continue to be included in the Company’s consolidated financial statements according to their respective line items. The Company expects to incur approximately $125 million in one-time costs related to the discontinuation of the Buell product line, approximately 60% of which will involve cash expenditures. The Company expects to incur approximately $115 million of that amount in 2009 and the remainder in 2010. The $125 million is comprised of approximately $70 million in costs associated with sales incentives, inventory write-downs and other incremental operating costs; approximately $14 million of fixed-asset impairment charges (incurred during the third quarter 2009 as discussed in Note 5); approximately $9 million of one-time termination benefits; and approximately $32 million of other costs including payments the Company expects to make to fulfill contractual obligations.

Relative to MV, as a result of the approval of the Company’s Board of Directors, the Company will immediately commence efforts to sell the business. Because MV is a standalone entity with a separate distribution network, the Company expects to report MV as a discontinued operation beginning in the fourth quarter of 2009. Under the requirements of ASC Topic 360, the income statement components of the discontinued operations will be aggregated and presented on a single line in the Consolidated Statement of Income for all periods presented through the date of sale. In addition, the assets and liabilities of MV will be considered held for sale and as a result will be measured at the lower of carrying value or fair value less cost to sell. In the fourth quarter of 2009, the Company will recognize a loss for any initial adjustment required to reduce the carrying amount of the assets and liabilities of MV to the estimated fair value of the business less cost to sell. The following table contains summarized financial information related to MV for the periods noted (in thousands):

The Company has evaluated subsequent events through November 3, 2009, the date of issuance of the accompanying consolidated financial statements, and determined that no events or transactions met the definition of a subsequent event for purposes of recognition or disclosure in the accompanying consolidated financial statements.

Note 12 Subsequent events

On October 28, 2009 the Company announced the launch of a cash tender offer for up to $500 million of its 6.6% Notes due 2011, further discussed in Note 5.

The Company evaluated subsequent events through the time of filing of the Quarterly Report on Form 10-Q on November 6, 2009.

Note 15.  Subsequent Events:

On September 7, 2009, we disclosed that we approached the Board of Cadbury plc (“Cadbury”) with a proposal to combine the two companies. The Board of Cadbury has rejected this proposal. We remain interested in working toward a recommended transaction. We proposed an offer for Cadbury (the “Possible Offer”) of 300 pence in cash and 0.2589 new Kraft Foods shares per Cadbury share. This valued each Cadbury share at 745 pence (based on the closing price of $28.10 for a Kraft Foods share on September 4, 2009 and an exchange rate of 1.6346 $/£) and valued the entire issued share capital of Cadbury at £10.2 billion (approximately $16.7 billion). The combination would build on Kraft Foods’ position as a global powerhouse in snacks, confectionery and quick meals with a rich portfolio of iconic brands.

The Possible Offer contained several criteria, including our ability to obtain satisfactory financing, that we would maintain an investment-grade credit rating, and the right to change our offer at any time.

Pursuant to the U.K. City Code on Takeovers and Mergers, the U.K. Takeover Panel set a deadline of November 9, 2009 for us to formally make an offer for Cadbury, or walk away.

We evaluated subsequent events through November 3, 2009 and included all accounting and disclosure requirements related to subsequent events in our financial statements.

Subsequent Events

The Company evaluated subsequent events through the date the financial statements were issued and filed with the Securities and Exchange Commission, which was November 5, 2009. There were no subsequent events that required recognition or disclosure.

(16) Subsequent Event

On October 22, 2009, MEMC reached a definitive merger agreement to acquire privately held Sun Edison LLC (“Sun Edison”), a developer of solar power projects. The agreement calls for $200 million to be paid at closing to SunEdison security holders, which will be paid 70% in cash and 30% in MEMC stock. The agreement also includes an earn-out provision, should SunEdison meet certain performance targets in 2010, of up to an additional $89 million, consisting of cash and stock. In addition, the agreement calls for employee retention payments of $17 million in cash at closing, the payment of certain transaction expenses and the assumption of a bridge note and revolvers estimated to be approximately $70 million at the time of closing. The acquisition is expected to close by the end of 2009, subject to customary closing conditions and receipt of regulatory approvals.

NOTE 19    SUBSEQUENT EVENT

On October 13, 2009, we closed the sale of Razorfish. This disposal will not materially affect our consolidated results of operations, financial position, or cash flows.

NOTE 15. SUBSEQUENT EVENTS

On October 27, 2009, the Board approved the declaration of a quarterly dividend of $0.10 per share of Moody’s common stock, payable on December 10, 2009 to shareholders of record at the close of business on November 20, 2009.

Subsequent events were evaluated by the Company through November 4, 2009 which is the date the financial statements were issued.

Retail Asset Management Business.    On October 19, 2009, the Company announced as part of a restructuring of its Asset Management business segment a definitive agreement to sell its retail asset management business, including Van Kampen Investments, Inc. (“Van Kampen”), to Invesco Ltd. (“Invesco”). This transaction allows the Company to focus on its institutional client base, including corporations, pension plans, large intermediaries, foundations and endowments, sovereign wealth funds, and central banks, among others.

Under the terms of the definitive agreement, Invesco will purchase the Company’s retail asset management business, operating under both the Morgan Stanley and Van Kampen brands, in a stock and cash transaction valued at $1.5 billion. The Company will receive a 9.4% minority interest in Invesco. The transaction, which has been approved by the Boards of Directors of both companies, is expected to close in mid-2010, subject to customary closing conditions, approval by the funds’ boards of directors and their shareholders and regulatory approvals.

Common Dividend. On October 21, 2009, the Company announced that its Board of Directors declared a quarterly dividend per common share of $0.05. The dividend is payable on November 13, 2009 to common shareholders of record on October 30, 2009.

The Company has updated its subsequent events disclosure through November 6, 2009, the filing date of this Form 10-Q Report.

Note O – Subsequent Events

A wholly-owned subsidiary of the Company purchased an ethanol plant in Hankinson, North Dakota on October 1, 2009. The plant has a rated capacity to produce 110 million gallons of ethanol per annum. The majority of the $92 million purchase price was financed with an $82 million nonrecourse loan held by former owners. The loan currently bears interest at 5.0% per year and is repayable in five years.

The Company has evaluated subsequent events through the date of issuance of these consolidated financial statements (November 6, 2009). In certain cases, events that occur after the balance sheet date lead to recognition and/or disclosure in the consolidated financial statements.

Note 10. Subsequent Events

The Company has evaluated whether any subsequent events that require recognition or disclosure in the accompanying financial statements and notes thereto have taken place through the date these financial statements were issued (November 5, 2009). The Company has determined that there are no such subsequent events.

Note 17—Subsequent Events

In preparation of its consolidated financial statements, the Company considered subsequent events through November 4, 2009, which was the date the Company’s consolidated financial statements were issued.

Note 15—Subsequent Events

NYSE Euronext has evaluated subsequent events through November 6, 2009, which is the date the financial statements were issued, and concluded that no event has occurred impacting our financial statements or that would require additional disclosures.

12. SUBSEQUENT EVENTS

On October 14, 2009, the Company entered into the Fourth Amended and Restated Senior Revolving Credit Agreement (the Fourth Amendment), which amends and restates its Third Amended and Restated Senior Revolving Credit Agreement dated September 10, 2008. The Fourth Amendment is a $2.0 billion facility with a borrowing base of $1.5 billion, $1.2 billion of which relates to the Company’s oil and natural gas properties and up to $300 million (currently limited as described below) of which relates to the Company’s midstream assets. The portion of the borrowing base which relates to the Company’s oil and natural gas properties will be redetermined on a semi-annual basis (with the Company and the Lenders each having the right to one annual interim unscheduled redetermination) and adjusted based on the Company’s oil and natural gas properties, reserves, other indebtedness and other relevant factors. The component of the borrowing base related to the Company’s midstream assets is limited to the lesser of $300 million or 3.5 times midstream EBITDA, and is determined quarterly. The initial available borrowing base aggregates $1.38 billion as the midstream component is currently $182 million. Amounts outstanding under the Fourth Amendment will bear interest at specified margins over LIBOR of 2.25% to 3.25% for Eurodollar loans or at specified margins over ABR of 0.75% to 1.75% for ABR loans. Such margins will fluctuate based on the utilization of the facility. Borrowings under the Fourth Amendment will be secured by first priority liens on substantially all of the Company’s assets, including pursuant to the terms of the Fourth Amended and Restated Guarantee and Collateral Agreement, all of the assets of, and equity interests in, the Company’s subsidiaries. Amounts drawn down on the facility will mature on July 1, 2013.

On October 30, 2009, the Company closed its previously announced sale of its Permian Basin properties to a privately-owned company for $376 million in cash, before customary closing adjustments, $37.6 million of which was received by the Company as a deposit during the third quarter. The effective date of the sale was July 1, 2009. Proceeds from the sale will be recorded as a reduction to the carrying value of the Company’s full cost pool. Upon closing of this sale, the oil and natural gas properties portion of the borrowing base under the Fourth Amendment was reduced by $200 million to $1 billion, resulting in a new aggregate borrowing base of $1.18 billion, including the Company’s midstream assets allocation. In conjunction with the closing of this sale, the Company deposited the remaining proceeds with a qualified intermediary to facilitate potential like-kind exchange transactions.

NOTE S.    Subsequent Events

In accordance with ASC 855 (formerly SFAS 165), the Company has evaluated subsequent events through November 5, 2009, the date of issuance of the unaudited consolidated financial statements. The Company is not aware of any reportable subsequent events through November 5, 2009, except as disclosed in Note J.

Note 15. Subsequent Events

Quarterly Dividend. On November 3, 2009, the Board of Directors authorized the company to make a dividend payment of $0.42 per share, or approximately $68 million, which will be paid on November 30, 2009 to stockholders of record on November 16, 2009.

On September 30, 2009, we completed the acquisition of Carlton Forge Works (“Carlton”) and related entities for approximately $850 million in cash, comprised of $505 million of cash on hand and the proceeds of $345 million of commercial paper debt issuance. Carlton, a leading manufacturer of seamless rolled rings for critical aerospace applications, offers nickel, titanium, and steel rolled rings across the widest range of product sizes in the industry. Carlton will significantly broaden our forging capabilities and will enable us to provide a full range of forged products to our aerospace engine customers. Carlton will operate as part of our Forged Products segment beginning in the third quarter. As of November 6, 2009, the purchase price allocation is subject to further refinement as analyses are completed.

The Company evaluated events that occurred subsequent to September 26, 2009 through when this Form 10-Q was filed with the SEC on November 5, 2009 for potential recognition or disclosure in the condensed consolidated financial statements.

NOTE K–SUBSEQUENT EVENTS

The Company accelerated certain tax deductions for its 2008 income tax returns. As a result, in the fourth quarter of 2009, the Company received approximately $223 million of tax refunds, of which $107 million were received in cash and $116 million were applied to estimated fourth quarter income tax payments.

18. Subsequent Events

Grey Ranch. During October 2009, the Company executed amendments to certain agreements related to the ownership and operation of Grey Ranch Plant, LP (“GRLP”), the limited partnership that operates the Grey Ranch Plant located in Pecos County, Texas. As a result of these amendments, the Company became the primary beneficiary of GRLP. The Company currently accounts for its ownership interest in GRLP using the equity method of accounting; however, due to this change, the Company will include the activity of GRLP in its consolidated financial statements prospectively beginning on the agreements’ effective date, or October 1, 2009. The change from equity method of accounting to the consolidation of GRLP activity will have no effect on the Company’s net income.

Events occurring after September 30, 2009 were evaluated as of November 5, 2009, the date this Quarterly Report was issued to ensure that any subsequent events that met the criteria for recognition and/or disclosure in this report have been included.

(14) Subsequent Events

The Company has evaluated events and transactions subsequent to September 30, 2009 through October 30, 2009, the date the financial statements were filed with the SEC as part of this Form 10-Q. No events require recognition in the consolidated financial statements or disclosures of the Company.

22. Subsequent Events

We have evaluated significant events and transactions that occurred from October 1, 2009 through the date of this report and have determined that there were no events or transactions other than those disclosed in this report, if any, that would require recognition or disclosure in our Condensed Consolidated Financial Statements for the quarterly period ended September 30, 2009.

Note 15. Subsequent Events

On October 18, 2009, Sprint entered into an agreement to acquire iPCS for approximately $831 million, including the assumption of approximately $405 million of net debt. As part of the agreement, Sprint and iPCS sought an immediate stay of all pending litigation between the parties with a final resolution to become effective upon closing of the acquisition. As a result, Sprint has suspended its previously announced divestiture process pending closing of the transaction. Pending regulatory approval, the acquisition is expected to be completed in the fourth quarter 2009 or in early 2010.

Subsequent events were evaluated for disclosure through November 6, 2009, the date on which the financial statements were issued.

NOTE 14

SUBSEQUENT EVENTS

On October 30, 2009 the Company announced that its Board of Directors modified its dividend policy to adopt a quarterly payment schedule in lieu of an annual dividend. In conjunction with this modification, the Company’s Board of Directors declared a cash transition dividend of $0.10 per share, payable December 16, 2009 to shareholders of record at the close of business on November 18, 2009. The transition dividend will increase the total dividend paid in 2009 to $0.50 per share, up 52% from the $0.33 per share paid in 2008.

Pursuant to the Subsequent Events Topic of the FASB Codification, the Company evaluated subsequent events after September 30, 2009 through November 9, 2009, representing the date that these Condensed Consolidated Financial Statements are to be filed with the U.S. SEC. The Company concluded that no material transactions occurred subsequent to September 30, 2009 that provided additional evidence about conditions that existed at September 30, 2009 or after that requires adjustment to the Unaudited Condensed Consolidated Financial Statements.

14.        Subsequent Event

        On October 1, 2009, the company’s Analytical Technologies segment acquired B.R.A.H.M.S. AG, a leading provider of specialty diagnostic tests, as well as intensive care treatments and prenatal screening, for 330 million Euros (approximately $480 million including the assumption of $30 million of debt). B.R.A.H.M.S. reported revenues in 2008 of 75 million Euros (approximately $105 million). The acquisition of B.R.A.H.M.S. increased the breadth of the company’s specialty diagnostics portfolio and provided a significant reagent manufacturing center in Europe.

NOTE 14 SUBSEQUENT EVENTS

At a special meeting of stockholders held on September 22, 2009, the Company’s stockholders voted to approve the reorganization of the Company as a Canadian public company. Pursuant to that approval, THI Mergeco Inc., a Delaware corporation and the then wholly-owned subsidiary of the Canadian public company, merged with and into the Company effective at 12:00 a.m. Eastern Time on September 28, 2009 (the “Merger”). In connection with the Merger, Tim Hortons Inc., a corporation incorporated under the Canada Business Corporations Act, became the publicly held parent company of the group of companies previously controlled by the Company. In connection with the Merger, each outstanding share of the Company’s common stock automatically converted into one common share of the Canadian public company. The issuance of common shares (and the associated share purchase rights) was registered under the Securities Act of 1933, as amended, pursuant to the registration statement of the Canadian public company on Form S-4 (No. 333-160286), which was declared effective by the U.S. Securities and Exchange Commission on August 12, 2009. The common shares of the Canadian public company are traded on both the New York Stock Exchange and the Toronto Stock Exchange under the symbol “THI.”

The Canadian public company is authorized to issue an unlimited number of common shares, one Class A preferred share and an unlimited number of preferred shares, issuable in series. The Merger will be accounted for as a reorganization of entities under common control; therefore, there will be no revaluation of the Company’s consolidated assets and liabilities, and the Canadian public company will continue to use the historical cost basis method of accounting. In addition, as is consistent with Canadian laws, treasury shares previously held by the Company were cancelled and will be netted within common stock in the equity section of the Canadian public company’s condensed consolidated balance sheet. In addition, the senior bank facility and stock-based compensation plans were amended to replace the Company with the new Canadian public company. These amendments did not result in any change in accounting.

In addition, the Board of Directors of the Canadian public company approved the resumption of the 2009 share repurchase program beginning in the fourth quarter of 2009. The Canadian public company expects to spend up to $150 million during the remainder of the program until it terminates on March 1, 2010. Shares will be repurchased through a combination of a 10b5-1, or automatic trading program, and through management’s discretion, subject to regulatory requirements, and market, cost, and other considerations.

9.  SUBSEQUENT EVENTS:

FASB ASC Topic 855, Subsequent Events (“FASB ASC 855”), sets forth principles and requirements to be applied to the accounting for and disclosure of subsequent events. FASB ASC 855 sets forth the period after the balance sheet date during which management shall evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, the circumstances under which events or transactions occurring after the balance sheet date shall be recognized in the financial statements and the required disclosures about events or transactions that occurred after the balance sheet date. These requirements are effective for interim or annual reporting periods ending after June 15, 2009, and shall be applied prospectively. Accordingly, the Company adopted these principles for the quarter ended June 30, 2009. The Company has evaluated the period subsequent to September 30, 2009 and through October 30, 2009 (the date the financial statements were available to be issued) for events that did not exist at the balance sheet date but arose after that date and determined that no subsequent events arose that should be disclosed in order to keep the financial statements from being misleading.

On October 9, 2009, USSC entered into an agreement with an unaffiliated third party providing for the sale of USSC’s 44.6 percent interest in the Wabush Mines Joint Venture (Wabush) for approximately $53 million. Wabush owns and operates iron ore mining and pellet facilities in Newfoundland and Labrador and Quebec, Canada. On October 12, 2009, Cliffs Natural Resources Inc., one of the other owners of Wabush, exercised its right of first refusal and is now obligated to purchase USSC’s interest in Wabush. Completion of the transaction is subject to customary closing conditions, including regulatory approvals and third party consents, and is scheduled to occur in the fourth quarter of 2009.

Note 15. Subsequent Events

On October 1, 2009, the Company sold its GSC business for cash consideration of $4.9M subject to certain adjustments related to employees’ compensation.

On October 23, 2009, the Company sold its MMM Services business, for cash consideration of $174.5 million after preliminary adjustments to reflect the parties’ estimate of working capital. The divestiture transaction will be subject to a final adjustment to reflect the actual working capital balance as of the closing date.

During October 2009, the Company received a distribution of $2.4 million from the Primary Fund.

During October 2009, the Company decided to wind down the operations of the CPS business after termination of active negotiations with a potential buyer. The Company expects the wind-down to be completed no later than the end of 2010.

15.  Subsequent Events

In May 2009, the FASB issued subsequent events guidance, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued. We have evaluated subsequent events for recognition or disclosure through the time of filing these consolidated financial statements on Form 10-Q with the SEC on October 28, 2009.

As a result of a strategic action, on October 28, 2009, we announced that we entered into a member transition agreement with HCSC, which operates as Blue Cross and Blue Shield in Illinois and Texas. Under this agreement, HCSC will, upon completion of receipt of regulatory approvals, offer guaranteed replacement coverage to our UniCare commercial group and individual members in those states. We believe this agreement provides our UniCare commercial membership in Illinois and Texas with an opportunity for a smooth transition of benefits and coverage, and we expect most of this membership to transition to HCSC by December 31, 2009. We expect that members transitioning to HCSC will experience significant benefits, including gaining access to HCSC’s extensive provider networks and leading discounts. For those members who elect not to accept HCSC’s offer of replacement coverage, UniCare will continue to provide coverage until the members’ current policies expire or are terminated. UniCare will continue to operate nationwide and offer Senior and State-Sponsored related products and specialty products. While we will recognize certain revenues and expenses associated with this agreement in the fourth quarter of 2009, we do not expect this transaction to have a material impact on our consolidated financial position or results of operations.

15. Subsequent Events:

On October 8, 2009, Windstream completed the Private Placement of $400 million in aggregate principle amount of 7.875 percent senior unsecured notes due November 1, 2017. Proceeds from the Private Placement totaled $394.1 million, excluding debt issuance costs, with a yield of 8.125 percent. Windstream expects to use the net proceeds of the Private Placement to finance the cash portion of the purchase price of the D&E and Lexcom acquisitions, to refinance certain indebtedness of D&E in connection with the D&E merger, to pay related transaction fees and expenses and for general corporate purposes.

Additionally, during October of 2009, Windstream received consent from its lenders to an amendment and restatement of its $2.2 billion senior secured credit facility, including the $500.0 million revolving line of credit. Windstream amended and restated its senior secured credit facility to, among other things, extend the maturities of the facility and amend certain covenants to afford Windstream additional flexibility, resulting in increased interest rates on the extended maturities. The extended maturities and related interest rate increases associated with the Amendment were as follows:

After giving effect to the Private Placement and Amendment, Windstream will have approximately $5.6 billion in long-term debt outstanding, including current maturities. Following the completion of the Private Placement and Amendment, the Company’s scheduled principal payments approximate $23.8 million, $142.8 million, $42.3 million, $1,248.0 million and $20.8 million for each of the twelve month periods ended September 30, 2010, 2011, 2012, 2013 and 2014, respectively. The scheduled principal payments remaining after 2014 approximate $4,170.1 million.

On November 2, 2009, Windstream entered into a definitive agreement to acquire all of the issued and outstanding shares of common stock of NuVox, Inc. (“NuVox”), a privately held competitive local exchange carrier based in Greenville, South Carolina, in a transaction valued at approximately $643.0 million. Under the terms of the agreement, Windstream expects to issue approximately 18.7 million fixed shares of common stock valued at approximately $183.0 million and pay approximately $280.0 million in cash as part of the transaction. Windstream will assume estimated net debt of $180.0 million and intends to finance the acquisition with existing cash on hand and borrowings available under the Company’s revolving line of credit. The acquisition will add approximately 90,000 business customers in complementary markets in 16 states across the southeast and midwest, significantly advancing Windstream’s strategy to increase high-speed Internet and business revenues. The acquisition is expected to close in the first half of 2010, subject to certain conditions including the necessary approvals from federal and state regulators and NuVox shareholders.

The Company evaluated its subsequent events through November 9, 2009, the date the financial statements were issued.

Note 15 SUBSEQUENT EVENTS

The Company has evaluated subsequent events through November 6, 2009, the date that these financial statements were issued.