[thomaslangston]

I'd say #2 and #3 need to be modified.

#2 Are there related changes on the horizon for the code being refactored?

I think more qualifications than that probably miss times you should refactor.

#3 Has the code been changing recently OR have changes been delayed because modifying the unrefactored code is considered too difficult.

I've seen too many times where unrefactored code is considered too dangerous/difficult to modify even with total test coverage. Refactoring is a necessary step towards self documenting code in those cases.