Appendix: 79Non-GAAP Adjustments and Deal-Related Amortization
The twelve months ended December 31, 2022 and 2021 include pro forma and non-GAAP pro forma adjusted measures.
The pro forma basis agrees with the Company’s previously filed unaudited pro forma combined condensed financial information presented in accordance with Article 11 of Regulation S-X. It also presents certain additional non-GAAP financial measures within the meaning of Regulation G under the Securities Exchange Act of 1934.
For pro forma to non-GAAP pro forma adjusted reconciliations, refer to the current report on Form 8-K furnished on February 9, 2023 and the current report on Form 8-K furnished on September 7, 2023.
2022 Non-GAAP pro forma income from operations before taxes includes:
- Q4—$95 million ($73 million after-tax) IHS Markit merger costs, $95 million ($72 million after-tax) employee severance charges, $24 million ($18 million after-tax) disposition-related cost, $5 million ($4 million after-tax) of legal costs, $2 million ($2 million after-tax) acquisition-related costs, $1 million ($1 million after-tax) gain on dispositions, and $272 million ($210 million after-tax) in amortization of intangibles from acquisitions
- Q3—$144 million ($108 million after-tax) of IHS Markit merger costs, $55 million ($44 million after-tax) employee severance charges, $18 million ($18 million after-tax) acquisition-related benefit, $10 million ($10 million after-tax) gain on acquisition, $9 million ($7 million after-tax) asset impairment, $2 million ($1 million after-tax) loss on dispositions, and $280 million ($216 million after-tax) in amortization of intangibles from acquisitions
- Q2—$556 million ($427 million after-tax) gain on dispositions, $135 million ($104 million after-tax) of IHS Markit merger costs, $61 million ($48 million after-tax) employee severance charges, $7 million ($7 million after-tax) acquisition-related costs, $3 million ($3 million after-tax) asset write-off, and $282 million ($216 million after-tax) in amortization of intangibles from acquisitions
- Q1—$1.3 billion ($1 billion after-tax) gain on disposition, $230 million ($190 million after-tax) of IHS Markit merger costs, $200 million ($151 million after-tax) S&P Foundation grant, $78 million ($60 million after-tax) employee severance charges, $15 million ($12 million after-tax) acquisition-related costs, $5 million ($4 million after-tax) lease impairments, and $125 million ($98 million after-tax) in amortization of intangibles from acquisitions
2021 Income from operations before taxes includes:
- Q4—$96 million ($60 million after-tax) of IHS Markit merger costs, $19 million ($14 million after-tax) employee severance charges, $7 million ($5 million after-tax) gain on disposition, $2 million ($2 million after-tax) acquisition-related costs, and $29 million ($22 million after-tax) in amortization of intangibles from acquisitions
- Q3—$5 million ($4 million after-tax) technology-related impairment charge, $54 million ($51 million after-tax) of IHS Markit merger costs, $3 million ($2 million after-tax) gain on disposition, and $32 million ($24 million after-tax) in amortization of intangibles from acquisitions
- Q2—$50 million ($53 million after-tax) of IHS Markit merger costs, $3 million ($2 million after-tax) lease impairment, and $32 million ($25 million after-tax) in amortization of intangibles from acquisitions
- Q1—$49 million ($41 million after-tax) of IHS Markit merger costs, $2 million ($2 million after-tax) Kensho retention-related expense, $2 million ($2 million after-tax) gain on disposition, and $31 million ($24 million after-tax) in amortization of intangibles from acquisitions