Verisk Analytics, Inc 8-K, filed Feb 7, 2023
Verisk Analytics, Inc. (VRSK)
About this 8-K
Verisk Analytics, Inc filed this 8-K on February 7, 2023, reporting on events of February 1, 2023.
Items reported
- Item 2.01: Completed an acquisition or sale of assets
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): February 7, 2023 (
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| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
On February 1, 2023, Verisk Analytics, Inc. (“Verisk”) and certain of its wholly-owned subsidiaries completed the sale of all of the issued and outstanding shares of capital stock and partnership interests, as applicable, of Wood Mackenzie, Inc. and Verisk New UK Holdco LP (together with their respective subsidiaries, the “Companies”), which comprised Verisk’s global energy business, pursuant to the Equity Purchase Agreement (the “Purchase Agreement”) by and between Verisk and Planet Jersey Buyer Ltd (“Buyer”) (the “Transaction”). Buyer is an entity that was formed on behalf of, and is controlled by, The Veritas Capital Fund VIII, L.P. and its affiliated funds and entities (“Veritas”). The purchase price consists of $3.1 billion of cash consideration paid to Verisk at the closing of the Transaction (subject to customary purchase price adjustments for, among other things, the cash, working capital and indebtedness of the Companies as of the closing) and up to $200 million of additional potential deferred payments based on Veritas’ future return on investment in the Companies.
The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the Purchase Agreement, which is attached as Exhibit 2.1 to the Current Report on Form 8-K of Verisk dated October 31, 2022 and is incorporated by reference in its entirety.
| Item 8.01 | Other Events. |
On February 2, 2023, Verisk issued a press release announcing the completion of the Transaction, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information on Verisk’s website, to which Verisk refers in such press release, is not incorporated by reference into this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(b) Pro Forma Financial Information.
The unaudited pro forma condensed consolidated financial information of Verisk, adjusted to give effect to the sale of the Companies, is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release, dated February 2, 2023, issued by Verisk. | |
| 99.2 | Unaudited Pro Forma Financial Information of Verisk. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
* The schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Verisk agrees to furnish supplementally a copy of such schedules and exhibits, or any section thereof, to the SEC upon request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
VERISK ANALYTICS, INC. | |||
| Date: February 7, 2023 | By: | /s/ Kathy Card Beckles | |
| Name: | Kathy Card Beckles | ||
| Title: | Executive Vice President, General Counsel and Corporate Secretary | ||
Exhibit 99.1
Verisk Announces Closing of Wood Mackenzie Sale
JERSEY CITY, N.J., February 2, 2023 – Verisk (Nasdaq: VRSK), a leading global data analytics provider, today announced the closing of the sale of Wood Mackenzie to an affiliate of Veritas Capital (“Veritas”), a leading investor at the intersection of technology and government.
“This marks a significant value-creating step for Verisk, which returns the company to its roots as a dedicated strategic partner to the global insurance industry,” said Lee Shavel, president and CEO, Verisk. “We’ll continue to execute our strategy to deliver long-term sustainable growth by enabling our customers to make better decisions, increase efficiency and reduce operating expenses, while delivering a better experience to their customers.”
The sale of Wood Mackenzie followed divestitures of Verisk’s financial services and environmental health and safety businesses last year. The divestitures were the result of an in-depth portfolio review by Verisk.
The terms of the sale of Wood Mackenzie to Veritas were described in a previous press release, which can be found here.
Morgan Stanley & Co LLC is acting as financial advisor and Davis Polk & Wardwell LLP as legal advisor to Verisk in connection with the transaction. Gibson, Dunn & Crutcher LLP is acting as legal advisor to Veritas.
About Verisk
Verisk (Nasdaq: VRSK) provides data-driven analytic insights and solutions for the insurance industry. Through advanced data analytics, software, scientific research and deep industry knowledge, Verisk empowers customers to strengthen operating efficiency, improve underwriting and claims outcomes, combat fraud, and make informed decisions about global issues including climate change and extreme events as well as political and ESG topics. With offices in more than 20 countries, Verisk consistently earns certification by Great Place to Work and fosters an inclusive culture where all team members feel they belong. For more, visit Verisk.com and the Verisk Newsroom.
Media Contact:
Alberto Canal
Verisk
alberto.canal@verisk.com
201.469.2618
Exhibit 99.2
VERISK ANALTYICS, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
On February 1, 2023, Verisk Analytics, Inc. (“Verisk” or the “Company”) and certain of its wholly-owned subsidiaries completed the previously announced sale (the “Energy Disposition”) of all of the issued and outstanding shares of capital stock and partnership interests, as applicable, of Wood Mackenzie, Inc. and Verisk New UK Holdco LP (together with their respective subsidiaries, the “Companies”), which comprised Verisk’s global energy business (the “Energy Business”), and which made up a part of the remainder of Verisk’s Energy and Specialized Markets segment. Verisk sold the Energy Business to entities that were formed on behalf of, and is controlled by, The Veritas Capital Fund VIII, L.P. and its affiliated funds and entities (“Veritas”) for a net cash sale price of $3,066.4 million paid to Verisk at the closing (reflecting a base purchase price of $3,100.0 million, subject to customary purchase price adjustments for, among other things, the cash, working capital, and indebtedness of the Companies as of the closing) and up to $200.0 million of additional potential deferred payments based on Veritas’ future return on investment in the Companies. The Company assessed the Energy Disposition per the guidance of ASC 250-20, Discontinued Operations, and concluded that the disposition did qualify as a discontinued operation. As a result, the historical results of the Energy Business and certain assets and liabilities included in the Energy Disposition will be reported in Verisk’s consolidated financial statements as discontinued operations beginning in the fourth quarter of 2022. Effective on the sale date, Verisk will no longer consolidate the Energy Business into the Company’s financial results.
The following unaudited pro forma condensed consolidated balance sheet as of September 30, 2022 is presented as if the Energy Disposition, as described in the notes to these unaudited pro forma condensed consolidated financial statements, had occurred on September 30, 2022.
The unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2022 and for each of the years ended December 31, 2021, 2020, and 2019 is presented as if the Energy Disposition had occurred beginning on January 1, 2019. All adjustments shown on the unaudited pro forma condensed consolidated financial statements are transaction accounting adjustments. In addition to adjusting the presentation to exclude the Energy Disposition, the Company has also included the previously announced disposition (the “3E Disposition”) of Verisk’s 3E Environmental Health and Safety Business (the “3E Business”) and the previously announced disposition (the “VFS Disposition”) of Verisk’s Financial Services (the “VFS Business”), which were completed on March 11, 2022 and April 8, 2022, respectively.
The unaudited pro forma condensed consolidated statements of operations are subject to the assumptions and adjustments described in the accompanying notes. These assumptions and adjustments are based on information presently available. The unaudited pro forma condensed consolidated statements of operations are based on the historical financial statements of Verisk for the periods presented and in the opinion of Verisk management, all adjustments and disclosures necessary for a fair presentation of the pro forma data have been made.
These unaudited pro forma condensed consolidated financial statements are presented for illustrative purposes only and are not necessarily indicative of the results of operations that would have been achieved had the events reflected been completed as of the dates indicated or of the results that may be obtained in the future. These unaudited pro forma condensed consolidated financial statements and the notes thereto should be read together with Verisk’s audited consolidated financial statements and the notes thereto as of and for the year ended December 31, 2021, and Management’s Discussion and Analysis included in Verisk’s Annual Report on Form 10-K for the year ended December 31, 2021, as well as Verisk’s unaudited consolidated financial statements and the notes thereto as of and for the nine months ended September 30, 2022, and Management’s Discussion and Analysis included in Verisk’s Quarterly Report on Form 10-Q for the nine months ended September 30, 2022.
1
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
As of September 30, 2022
(In millions)
| Transaction | ||||||||||||||||
| As Reported | Energy Disposition | Accounting Adjustments | Pro Forma | |||||||||||||
| ASSETS | (a) | |||||||||||||||
| Current assets: | ||||||||||||||||
| Cash and cash equivalents | $ | 276.8 | $ | (161.7 | ) | $ | 3,066.4 | (b) | $ | 3,181.5 | ||||||
| Accounts receivable, net | 458.4 | (140.1 | ) | - | 318.3 | |||||||||||
| Prepaid expenses | 102.4 | (14.8 | ) | - | 87.6 | |||||||||||
| Income taxes receivable | 40.4 | - | - | 40.4 | ||||||||||||
| Other current assets | 40.4 | (9.0 | ) | - | 31.4 | |||||||||||
| Total current assets | 918.4 | (325.6 | ) | 3,066.4 | 3,659.2 | |||||||||||
| Noncurrent assets: | ||||||||||||||||
| Fixed assets, net | 652.0 | (128.4 | ) | - | 523.6 | |||||||||||
| Operating lease right-of-use assets, net | 213.5 | (26.6 | ) | - | 186.9 | |||||||||||
| Intangible assets, net | 1,090.5 | (584.6 | ) | - | 505.9 | |||||||||||
| Goodwill | 3,655.6 | (2,019.3 | ) | - | 1,636.3 | |||||||||||
| Deferred income tax assets | 4.2 | - | - | 4.2 | ||||||||||||
| Other noncurrent assets | 440.4 | (16.1 | ) | 6.5 | (c) | 430.8 | ||||||||||
| Total assets | $ | 6,974.6 | $ | (3,100.6 | ) | $ | 3,072.9 | $ | 6,946.9 | |||||||
LIABILITIES AND STOCKHOLDERS' EQUITY
| Current liabilities: | ||||||||||||||||
| Accounts payable and accrued liabilities | $ | 312.2 | $ | (64.4 | ) | $ | - | $ | 247.8 | |||||||
| Short-term debt and current portion of long-term debt | 1,067.7 | - | - | 1,067.7 | ||||||||||||
| Deferred revenues | 560.1 | (156.9 | ) | - | 403.2 | |||||||||||
| Operating lease liabilities | 35.2 | (7.0 | ) | - | 28.2 | |||||||||||
| Income taxes payable | 5.1 | 2.8 | - | 7.9 | ||||||||||||
| Total current liabilities | 1,980.3 | (225.5 | ) | - | 1,754.8 | |||||||||||
| Noncurrent liabilities: | ||||||||||||||||
| Long-term debt | 2,343.7 | - | - | 2,343.7 | ||||||||||||
| Deferred income tax liabilities | 384.5 | (153.6 | ) | - | 230.9 | |||||||||||
| Operating lease liabilities | 217.9 | (23.1 | ) | - | 194.8 | |||||||||||
| Other noncurrent liabilities | 42.2 | (2.1 | ) | - | 40.1 | |||||||||||
| Total liabilities | 4,968.6 | (404.3 | ) | - | 4,564.3 | |||||||||||
| Commitments and contingencies | ||||||||||||||||
| Common stock | 0.1 | - | - | 0.1 | ||||||||||||
| Additional paid-in capital | 2,733.5 | - | - | 2,733.5 | ||||||||||||
| Treasury stock, at cost | (5,814.6 | ) | - | - | (5,814.6 | ) | ||||||||||
| Retained earnings. | 5,986.1 | (3,412.5 | ) | 3,072.9 | (b) (c) | 5,646.5 | ||||||||||
| Accumulated other comprehensive loss | (916.1 | ) | 722.1 | (f) | - | (194.0 | ) | |||||||||
| Total Verisk stockholders' equity | 1,989.0 | (2,690.4 | ) | 3,072.9 | 2,371.5 | |||||||||||
| Noncontrolling interests | 17.0 | (5.9 | ) | - | 11.1 | |||||||||||
| Total stockholders' equity | 2,006.0 | (2,696.3 | ) | 3,072.9 | 2,382.6 | |||||||||||
| Total liabilities and stockholders' equity | $ | 6,974.6 | $ | (3,100.6 | ) | $ | 3,072.9 | $ | 6,946.9 | |||||||
2
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For the Nine Months Ended September 30, 2022
(In millions, except for share and per share data)
| Transaction | |||||||||||||||||||||
| As Reported | Energy Disposition | Accounting Adjustments | 3E & VFS Dispositions | Pro Forma | |||||||||||||||||
| (d) | (e) | ||||||||||||||||||||
| Revenues | $ | 2,267.1 | $ | (400.6 | ) | $ | - | $ | (60.0 | ) | $ | 1,806.5 | |||||||||
| Expenses: | |||||||||||||||||||||
| Cost of revenues (exclusive of items shown separately | |||||||||||||||||||||
| below) | 773.3 | (154.0 | ) | - | (32.6 | ) | 586.7 | ||||||||||||||
| Selling, general and administrative | 387.1 | (86.2 | ) | 10.5 | (g) | (9.1 | ) | 302.3 | |||||||||||||
| Depreciation and amortization of fixed assets | 151.1 | (30.0 | ) | - | (2.2 | ) | 118.9 | ||||||||||||||
| Amortization of intangible assets | 121.0 | (63.6 | ) | - | (3.5 | ) | 53.9 | ||||||||||||||
| Other operating income, net | (353.7 | ) | (h) (i) | (2.5 | ) | 345.5 | (f) | (4.5 | ) | (15.2 | ) | ||||||||||
| Total operating expenses, net | 1,078.8 | (336.3 | ) | 356.0 | (51.9 | ) | 1,046.6 | ||||||||||||||
| Operating income | 1,188.3 | (64.3 | ) | (356.0 | ) | (8.1 | ) | 759.9 | |||||||||||||
| Other income (expense): | |||||||||||||||||||||
| Investment income (loss) and others | 7.4 | (10.8 | ) | - | 0.1 | (3.3 | ) | ||||||||||||||
| Interest expense | (97.6 | ) | - | - | - | (97.6 | ) | ||||||||||||||
| Total other expense, net | (90.2 | ) | (10.8 | ) | - | 0.1 | (100.9 | ) | |||||||||||||
| Income before income taxes | 1,098.1 | (75.1 | ) | (356.0 | ) | (8.0 | ) | 659.0 | |||||||||||||
| Provision for income taxes | (205.0 | ) | (h) (i) | 8.3 | 74.3 | (f) | 2.4 | (120.0 | ) | ||||||||||||
| Net income | 893.1 | (66.8 | ) | (281.7 | ) | (5.6 | ) | 539.0 | |||||||||||||
| Less: Net income attributable to noncontrolling interests | (0.3 | ) | - | - | - | (0.3 | ) | ||||||||||||||
| Net income attributable to Verisk | $ | 892.8 | $ | (66.8 | ) | $ | (281.7 | ) | $ | (5.6 | ) | $ | 538.7 | ||||||||
| Basic net income per share attributable to Verisk | $ | 5.63 | $ | 3.40 | |||||||||||||||||
| Diluted net income per share attributable to Verisk | $ | 5.59 | $ | 3.38 | |||||||||||||||||
| Weighted average shares outstanding: | |||||||||||||||||||||
| Basic | 158,531,439 | 158,531,439 | |||||||||||||||||||
| Diluted | 159,580,262 | 159,580,262 | |||||||||||||||||||
3
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For the Year Ended December 31, 2021
(In millions, except for share and per share data)
| As Reported | Energy Disposition | 3E & VFS Dispositions | Pro Forma | |||||||||||||
| (d) | (e) | |||||||||||||||
| Revenues | $ | 2,998.6 | $ | (536.1 | ) | $ | (255.6 | ) | $ | 2,206.9 | ||||||
| Expenses: | ||||||||||||||||
| Cost of revenues (exclusive of items shown separately | ||||||||||||||||
| below) | 1,057.8 | (204.1 | ) | (131.7 | ) | 722.0 | ||||||||||
| Selling, general and administrative | 422.7 | (109.5 | ) | (35.0 | ) | 278.2 | ||||||||||
| Depreciation and amortization of fixed assets | 206.9 | (36.6 | ) | (19.2 | ) | 151.1 | ||||||||||
| Amortization of intangible assets | 176.7 | (96.8 | ) | (27.3 | ) | 52.6 | ||||||||||
| Other operating loss, net | 134.0 | - | - | 134.0 | ||||||||||||
| Total operating expenses | 1,998.1 | (447.0 | ) | (213.2 | ) | 1,337.9 | ||||||||||
| Operating income | 1,000.5 | (89.1 | ) | (42.4 | ) | 869.0 | ||||||||||
| Other income (expense): | ||||||||||||||||
| Investment income and others | 1.9 | 0.2 | 0.6 | 2.7 | ||||||||||||
| Interest expense | (127.0 | ) | - | - | (127.0 | ) | ||||||||||
| Total other expense, net | (125.1 | ) | 0.2 | 0.6 | (124.3 | ) | ||||||||||
| Income before income taxes | 875.4 | (88.9 | ) | (41.8 | ) | 744.7 | ||||||||||
| Provision for income taxes | (209.1 | ) | 29.7 | 9.7 | (169.7 | ) | ||||||||||
| Net income | 666.3 | (59.2 | ) | (32.1 | ) | 575.0 | ||||||||||
| Less: Net income attributable to noncontrolling interests | (0.1 | ) | - | - | (0.1 | ) | ||||||||||
| Net income attributable to Verisk | $ | 666.2 | $ | (59.2 | ) | $ | (32.1 | ) | $ | 574.9 | ||||||
| Basic net income per share attributable to Verisk | $ | 4.12 | $ | 3.55 | ||||||||||||
| Diluted net income per share attributable to Verisk | $ | 4.08 | $ | 3.52 | ||||||||||||
| Weighted average shares outstanding: | ||||||||||||||||
| Basic | 161,841,441 | 161,841,441 | ||||||||||||||
| Diluted | 163,338,909 | 163,338,909 | ||||||||||||||
4
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For the Year Ended December 31, 2020
(In millions, except for share and per share data)
| As Reported | Energy Disposition | 3E & VFS Dispositions | Pro Forma | |||||||||||||
| (d) | (e) | |||||||||||||||
| Revenues | $ | 2,784.6 | $ | (515.2 | ) | $ | (260.7 | ) | $ | 2,008.7 | ||||||
| Expenses: | ||||||||||||||||
| Cost of revenues (exclusive of items shown separately | ||||||||||||||||
| below) | 993.9 | (202.2 | ) | (132.4 | ) | 659.3 | ||||||||||
| Selling, general and administrative | 413.9 | (105.7 | ) | (29.9 | ) | 278.3 | ||||||||||
| Depreciation and amortization of fixed assets | 192.2 | (33.0 | ) | (19.2 | ) | 140.0 | ||||||||||
| Amortization of intangible assets | 165.9 | (92.5 | ) | (31.6 | ) | 41.8 | ||||||||||
| Other operating loss, net | (19.4 | ) | (j) | - | - | (19.4 | ) | |||||||||
| Total operating expenses | 1,746.5 | (433.4 | ) | (213.1 | ) | 1,100.0 | ||||||||||
| Operating income | 1,038.1 | (81.8 | ) | (47.6 | ) | 908.7 | ||||||||||
| Other income (expense): | ||||||||||||||||
| Investment (loss) income and others, net | (2.4 | ) | 2.8 | (0.1 | ) | 0.3 | ||||||||||
| Interest expense | (138.2 | ) | - | - | (138.2 | ) | ||||||||||
| Total other expense, net | (140.6 | ) | 2.8 | (0.1 | ) | (137.9 | ) | |||||||||
| Income before income taxes | 897.5 | (79.0 | ) | (47.7 | ) | 770.8 | ||||||||||
| Provision for income taxes | (184.8 | ) | (j) | 20.2 | 12.6 | (152.0 | ) | |||||||||
| Net income | $ | 712.7 | $ | (58.8 | ) | $ | (35.1 | ) | $ | 618.8 | ||||||
| Basic net income per share | $ | 4.38 | $ | 3.81 | ||||||||||||
| Diluted net income per share | $ | 4.31 | $ | 3.74 | ||||||||||||
| Weighted average shares outstanding: | ||||||||||||||||
| Basic | 162,610,586 | 162,610,586 | ||||||||||||||
| Diluted | 165,320,709 | 165,320,709 | ||||||||||||||
5
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For the Year Ended December 31, 2019
(In millions, except for share and per share data)
| As Reported | Energy Disposition | 3E & VFS Dispositions | Pro Forma | |||||||||||||
| (d) | (e) | |||||||||||||||
| Revenues | $ | 2,607.1 | $ | (455.8 | ) | $ | (266.0 | ) | $ | 1,885.3 | ||||||
| Expenses: | ||||||||||||||||
| Cost of revenues (exclusive of items shown separately | ||||||||||||||||
| below) | 976.8 | (177.3 | ) | (135.1 | ) | 664.4 | ||||||||||
| Selling, general and administrative | 603.5 | (136.3 | ) | (30.2 | ) | 437.0 | ||||||||||
| Depreciation and amortization of fixed assets | 185.7 | (30.3 | ) | (21.6 | ) | 133.8 | ||||||||||
| Amortization of intangible assets | 138.0 | (77.8 | ) | (31.3 | ) | 28.9 | ||||||||||
| Other operating loss | 6.2 | (k) | - | - | 6.2 | |||||||||||
| Total operating expenses | 1,910.2 | (421.7 | ) | (218.2 | ) | 1,270.3 | ||||||||||
| Operating income | 696.9 | (34.1 | ) | (47.8 | ) | 615.0 | ||||||||||
| Other income (expense): | ||||||||||||||||
| Investment (loss) income and others, net | (1.7 | ) | 0.1 | 6.4 | 4.8 | |||||||||||
| Interest expense | (126.8 | ) | 1.1 | - | (125.7 | ) | ||||||||||
| Total other expense, net | (128.5 | ) | 1.2 | 6.4 | (120.9 | ) | ||||||||||
| Income before income taxes | 568.4 | (32.9 | ) | (41.4 | ) | 494.1 | ||||||||||
| Provision for income taxes | (118.5 | ) | (k) | 5.8 | 10.7 | (102.0 | ) | |||||||||
| Net income | $ | 449.9 | $ | (27.1 | ) | $ | (30.7 | ) | $ | 392.1 | ||||||
| Basic net income per share | $ | 2.75 | $ | 2.40 | ||||||||||||
| Diluted net income per share | $ | 2.70 | $ | 2.35 | ||||||||||||
| Weighted average shares outstanding: | ||||||||||||||||
| Basic | 163,535,438 | 163,535,438 | ||||||||||||||
| Diluted | 166,560,115 | 166,560,115 | ||||||||||||||
6
NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The following items resulted in transaction accounting adjustments in the unaudited pro forma condensed consolidated financial information:
| (a) | Adjustment represents the elimination of assets, liabilities and equity attributable to the Energy Business. |
| (b) | Adjustment represents $3,100.0 million of cash consideration received less $23.1 million of closing indebtedness and $10.5 million of closing transaction expenses upon closing of the disposition and sale of the Energy Business. |
| (c) | Adjustment represents an investment in the Class C partnership interests of an entity affiliated with Veritas and through which Veritas completed the acquisition of the Companies, whereby Verisk may potentially receive $200.0 million of cash consideration in respect of such Class C partnership interests upon Veritas’ future sale of the Companies and based on Veritas’ future return on investment in the Companies. On the closing date of the disposition and sale of the Energy Business, the fair value of such Class C partnership interests was $6.5 million. The investment in such Class C partnership interests will not result in the Company having significant influence over Veritas or any of its affiliates based on an ownership percentage of less than 20%. |
| (d) | Adjustment represents the elimination of revenue and expenses attributable to the Energy Business. |
| (e) | Adjustment represents the elimination of revenue and expenses attributable to the previously announced disposition of the 3E Business and VFS Business. |
| (f) | Adjustment represents a pre-tax gain on disposition and sale of the assets and liabilities of the Energy Business of $376.6 million and a post-tax gain of $448.3 million for the nine months ended September 30, 2022. The gain is offset by the realization of an other comprehensive loss of $722.1 million to liquidate the cumulative foreign currency translation adjustment within shareholders’ equity for the Energy Business. |
| (g) | Adjustment represents $10.5 million of closing transaction expenses incurred by the Company upon the closing of the disposition and sale of the Energy Business. |
| (h) | Includes a non-recurring pre-tax gain of $450.8 million and post-tax gain of $380.4 million upon disposition and sale of the 3E Business for the nine months ended September 30, 2022. |
| (i) | Includes a non-recurring pre-tax loss of $15.6 million and post-tax loss of $15.0 million upon disposition and sale of the VFS Business for the nine months ended September 30, 2022. |
| (j) | Includes a non-recurring pre-tax gain of $3.5 million and post-tax gain of $2.7 million associated with the disposition of the Company's data warehouse business, which was a part of the VFS Business, for the year ended December 31, 2020. |
| (k) | Includes a non-recurring pre-tax loss of $6.2 million and post-tax loss of $4.7 million associated with the disposition of the Company's retail analytics solution business, which was part of the VFS Business, for the year ended December 31, 2019. |
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