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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K/A
(Amendment No. 2)

CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 3, 2023

General Electric Company
(Exact name of registrant as specified in its charter)
 
New York001-0003514-0689340
(State or other jurisdiction
 of incorporation)
(Commission
 File Number)
(IRS Employer
 Identification No.)
   
5 Necco StreetBoston,MA 02210
(Address of principal executive offices) (Zip Code)
    
(Registrant’s telephone number, including area code) (617) 443-3000

_______________________________________________
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common stock, par value $0.01 per share
GE
New York Stock Exchange
1.250% Notes due 2023
GE 23E
New York Stock Exchange
0.875% Notes due 2025
GE 25
New York Stock Exchange
1.875% Notes due 2027
GE 27E
New York Stock Exchange
1.500% Notes due 2029
GE 29
New York Stock Exchange
7 1/2% Guaranteed Subordinated Notes due 2035
GE /35
New York Stock Exchange
2.125% Notes due 2037
GE 37
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act.



Introductory Note

As previously reported, on January 3, 2023 at 5:00 p.m. New York City time, General Electric Company (“GE” or “Company”) completed the separation (the “Spin-Off”) of GE HealthCare Technologies Inc. (“GE HealthCare”) from the Company in accordance with the Separation and Distribution Agreement, dated November 7, 2022, between the Company and GE HealthCare. The Spin-Off was achieved through the Company’s pro-rata distribution of approximately 80.1% of the outstanding shares of GE HealthCare common stock to GE shareholders. On the distribution date, each holder of record of GE common stock received one share of GE HealthCare common stock for every three shares of GE common stock held. In lieu of fractional shares of GE HealthCare, shareholders of GE received cash. On January 4, 2023, GE HealthCare’s common stock began trading on The Nasdaq Stock Market LLC under the ticker symbol “GEHC.”

This Amendment No. 2 to the Original Form 8-K amends the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on January 4, 2023 (the “Original Form 8-K”) that reported the completion of the Spin-Off, as further amended by Amendment No. 1 to the Original 8-K, which was filed on January 9, 2023 to include the unaudited pro forma financial information of the Company reflecting the performance of the Company’s businesses through September 30, 2022, after giving effect to the Spin-Off. This Amendment No. 2 to the Original Form 8-K is being filed to include such pro forma financial information through December 31, 2022 in connection with the filing of a universal registration statement on Form S-3 by the Company.

GE no longer consolidates GE HealthCare into its financial results. In connection with the Spin-Off, the historical results of GE HealthCare and certain assets and liabilities included in the Spin-Off will be reported in GE's consolidated financial statements as discontinued operations beginning in the first quarter of 2023.

GE will prospectively measure its remaining approximately 19.9% ownership interest in GE HealthCare at fair value. This ownership interest and the related earnings impact from subsequent changes in fair value in the ownership interest will be recognized in continuing operations. Unaudited pro forma financial information included in this Amendment No. 2 to the Original Form 8-K has been presented to illustrate the estimated effects of the Spin-Off through December 31, 2022 and is not necessarily indicative of the results of operations that GE would have achieved had the Spin-Off been completed as of the dates indicated or of the results that may be obtained in the future.


Item 9.01 Financial Statements and Exhibits.

(b) Pro Forma Financial Information.

The following unaudited pro forma financial information of the Company is filed as Exhibit 99.1 to this Amendment No. 2 to the Original Form 8-K and incorporated herein by reference:

Unaudited Pro Forma Condensed Consolidated Statement of Financial Position as of December 31, 2022.
Unaudited Pro Forma Condensed Consolidated Statements of Earnings (Loss) for each of the years ended December 31, 2022, 2021 and 2020.
Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements.


(d) Exhibits.

99.1 General Electric Company Unaudited Pro Forma Condensed Consolidated Financial Statements.

104. The cover page from this Amendment No. 2 to the Original Form 8-K, formatted in Inline XBRL.












(2)










Forward-Looking Statements

This document contains “forward-looking statements”—that is, statements related to future, not past, events. These forward- looking statements often address GE's expected future business and financial performance and financial condition, and often contain words such as "expect," "anticipate," "intend," "plan," "believe," "seek," "see," "will," "would," "estimate," "forecast," "target," "preliminary," or "range." Forward-looking statements by their nature address matters that are, to different degrees, uncertain, and are subject to risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. For GE, particular areas where risks or uncertainties could cause GE’s actual results to be materially different than those expressed in GE’s forward-looking statements include: GE’s success in executing and completing potential transactions, including GE’s plans to pursue the spin-off its portfolio of energy businesses that are planned to be combined as GE Vernova (Renewable Energy, Power, Digital and Energy Financial Services), and sales or other dispositions of GE’s equity interests in AerCap Holdings N.V. and GE HealthCare Technologies Inc., the timing for such transactions, the ability to satisfy any applicable pre-conditions, and the expected proceeds, consideration and benefits to GE; changes in macroeconomic and market conditions and market volatility, including impacts related to the COVID-19 pandemic, risk of recession, inflation, supply chain constraints or disruptions, rising interest rates, oil, natural gas and other commodity prices and exchange rates, and the impact of such changes and volatility on GE’s business operations, financial results and financial position; global economic trends, competition and geopolitical risks, including impacts from the ongoing conflict between Russia and Ukraine and the related sanctions and other measures, decreases in the rates of investment or economic growth globally or in key markets GE serves, or an escalation of sanctions, tariffs or other trade tensions between the U.S. and China or other countries, and related impacts on GE's businesses' global supply chains and strategies; and GE’s de-leveraging and capital allocation plans, including with respect to actions to reduce its indebtedness, the capital structures of the public companies that GE plans to form from its businesses, the timing and amount of dividends, share repurchases, organic investments, and other priorities; and other factors that are described in the “Risk Factors” section of GE’s Annual Report on Form 10-K for the year ended December 31, 2022, as such descriptions may be updated or amended in any future reports that GE files with the SEC. These or other uncertainties may cause GE’s actual future results to be materially different than those expressed in its forward-looking statements. GE does not undertake to update its forward-looking statements.
(3)


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.


General Electric Company
(Registrant)
Date: February 27, 2023/s/ Thomas S. Timko
Thomas S. Timko
Vice President, Chief Accounting Officer and Controller

(4)
Exhibit 99.1

GENERAL ELECTRIC COMPANY
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On January 3, 2023, General Electric Company (the “Company” or “GE”) completed the previously announced separation (the “Separation”) of its Healthcare business, into a separate, independent publicly traded company, GE HealthCare Technologies, Inc. (the “Business” or “GE HealthCare”). The Separation was structured as a tax free spin-off, where GE distributed a pro rata dividend (the “Distribution”) to holders of GE common stock of approximately 80.1% of the outstanding shares of GE HealthCare. On the distribution date, each holder of record of GE common stock received one share of GE HealthCare common stock for every three shares of GE common stock held. GE HealthCare is now an independent public company that trades under the symbol “GEHC” on The Nasdaq Stock Market. After the distribution, GE no longer consolidates GE HealthCare into its financial results.

In connection with the Separation, the historical results of GE HealthCare and certain assets and liabilities included in the Separation will be reported in GE's consolidated financial statements as discontinued operations beginning in the first quarter of 2023.

GE will prospectively measure its remaining approximately 19.9% ownership interest in GE HealthCare at fair value. This ownership interest and the related earnings impact from subsequent changes in fair value in the ownership interest will be recognized in continuing operations.

The following unaudited pro forma condensed consolidated statement of financial position as of December 31, 2022 is presented as if the Separation, as described in the notes to these unaudited pro forma condensed consolidated financial statements, had occurred on December 31, 2022.

The unaudited pro forma condensed consolidated statement of earnings (loss) for each of the years ended December 31, 2022, 2021, and 2020 is presented as if the Separation had occurred on January 1, 2020. The unaudited pro forma condensed consolidated statement of earnings does not give effect to any gains or charges associated with changes in the fair value of GE's ownership interest in GE HealthCare due to changes in the share price of ordinary shares subsequent to the Separation. All adjustments shown on the unaudited pro forma condensed consolidated financial statements are transaction accounting adjustments.

As part of the Separation, GE HealthCare incurred $10.2 billion of indebtedness, of which $8.2 billion was incurred in the fourth quarter of 2022. On December 2, 2022, GE used a portion of these proceeds to repay $6.4 billion of GE debt obligations. The unaudited pro forma condensed consolidated statement of earnings gives effect to the reduction of interest expense from repayment of this debt as if the repayment occurred on January 1, 2022.

The unaudited pro forma condensed consolidated statements of earnings (loss) are subject to the assumption 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 earnings (loss) are based on the historical financial statements of GE for the period presented and in the opinion of GE 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 GE’s audited consolidated financial statements and the notes thereto as of and for the year ended December 31, 2022, and Management’s Discussion and Analysis included in GE’s Annual Report on Form 10-K for the year ended December 31, 2022.






















(1)


UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As of December 31, 2022 (in billions)As Reported
GE HealthCare Separation (a)
GE HealthCare Debt Issuance (b)
Transaction Accounting AdjustmentsProforma
Cash, cash equivalents and restricted cash$17.3 $(1.5)$2.0 $(0.5)(c)$17.3 
Investment securities7.6 — — 5.1 
(d)
12.7 
Current receivables18.0 (3.4)— 0.2 (e)14.8 
Inventories, including deferred inventory costs17.4 (2.5)— — 14.9 
Current contract assets3.1 (0.6)— — 2.5 
All other current assets2.9 (0.3)— 0.2 (e)2.8 
  Current assets66.2 (8.3)2.0 5.0 64.9 
Investment securities 36.0 — — — 36.0 
Property, plant and equipment – net14.5 (2.3)— — 12.2 
Goodwill 25.8 (12.8)— — 13.0 
Other intangible assets – net 7.6 (1.5)— — 6.1 
Contract and other deferred assets6.0 (0.2)— — 5.8 
All other assets 19.9 (0.9)— (0.7)(f)18.2 
Deferred income taxes11.7 (0.8)— (1.6)
(f)(g)(h)
9.3 
Total assets$187.8 $(26.9)$2.0 $2.7 $165.6 
Short-term borrowings$3.8 $— $— $— $3.7 
Accounts payable and equipment project payables18.6 (3.3)— 0.1 (e)15.4 
Progress collections and deferred income18.1 (1.9)— — 16.2 
All other current liabilities16.4 (2.0)— (0.1)
(e)(f)(h)(i)(j)
14.4 
  Current liabilities56.9 (7.2)— — 49.7 
Deferred income2.0 (0.6)— — 1.4 
Long-term borrowings28.6 (8.3)2.0 (2.0)(k)20.3 
Insurance liabilities and annuity benefits33.3 — — — 33.3 
Non-current compensation and benefits16.0 (0.5)— (5.1)
(f)(h)
10.4 
All other liabilities13.3 (1.1)— — 12.2 
Total liabilities150.2 (17.7)2.0 (7.1)127.4 
Preferred stock — — — — — 
Common stock— — — — — 
Accumulated other comprehensive income (loss) – net attributable to GE(1.3)1.9 — (1.7)
(f)(h)(l)
(1.1)
Other capital34.2 0.2 — — 34.4 
Retained earnings84.7 (11.3)— 11.5 
(m)
84.9 
Less common stock held in treasury(81.2)— — — (81.2)
Total GE shareholders’ equity36.4 (9.2)— 9.8 37.0 
Noncontrolling interests1.2 — — — 1.2 
Total equity37.6 (9.2)— 9.8 38.2 
Total liabilities and equity$187.8 $(26.9)$2.0 $2.7 $165.6 


Amounts may not add due to rounding.









(2)


UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF EARNINGS (LOSS)
For the year ended December 31, 2022
(In billions; per-share amounts in dollars)
As Reported
GE HealthCare Separation (n)
Transaction Accounting AdjustmentsProforma
Revenues
Sales of equipment$32.0 $(9.6)$— $22.3 
Sales of services41.6 (8.8)— 32.8 
Insurance revenues3.0 — — 3.0 
Total revenues76.6 (18.5)— 58.1 
Costs and expenses
Cost of equipment sold30.4 (6.7)— 23.7 
Cost of services sold25.1 (4.6)— 20.5 
Selling, general and administrative expenses12.8 (3.5)(0.1)
(o)
9.1 
Separation costs1.0 — (0.3)(p)0.7 
Research and development2.8 (1.0)— 1.8 
Interest and other financial charges1.6 (0.1)(0.4)
(q)
1.1 
Debt extinguishment costs0.5 — — 0.5 
Insurance losses, annuity benefits and other costs2.7 — — 2.7 
Goodwill impairments— — — — 
Non-operating benefit costs (income)(0.5)— 0.1 (r)(0.4)
Total costs and expenses76.4 (15.9)(0.7)59.8 
Other income1.2 (0.1)3.8 (s)4.9 
Earnings (loss) from continuing operations before income taxes1.4 (2.6)4.4 3.2 
Benefit (provision) for income taxes(0.5)0.6 (0.1)(v)(0.1)
Earnings (loss) from continuing operations0.9 (2.1)4.3 3.2 
Less net earnings (loss) attributable to noncontrolling interests0.1 (0.1)— — 
Preferred stock dividends(0.3)— — (0.3)
Net earnings (loss) from continuing operations attributable to GE common shareowners$0.6 $(2.0)$4.3 $2.8 
Per-share amounts
Earnings (loss) from continuing operations
Diluted earnings (loss) per share
$0.53 $2.59 
Basic earnings (loss) per share
$0.53 $2.60 
Average equivalent shares (in millions)
Diluted
1,101 1,101 
Basic
1,096 1,096 


Amounts may not add due to rounding.
(3)


UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF EARNINGS (LOSS)
For the year ended December 31, 2021
(In billions; per-share amounts in dollars)
As Reported
GE HealthCare Separation (n)
Transaction Accounting AdjustmentsProforma
Revenues
Sales of equipment$34.2 $(9.1)$— $25.1 
Sales of services36.9 (8.6)— 28.3 
Insurance revenues3.1 — — 3.1 
Total revenues74.2 (17.7)— 56.5 
Costs and expenses
Cost of equipment sold31.4 (6.2)— 25.2 
Cost of services sold22.5 (4.3)— 18.2 
Selling, general and administrative expenses11.7 (3.5)— 8.2 
Separation costs— — — — 
Research and development2.5 (0.8)— 1.7 
Interest and other financial charges1.9 (0.1)— 1.8 
Debt extinguishment costs6.5 — — 6.5 
Insurance losses, annuity benefits and other costs2.4 — — 2.4 
Goodwill impairments— — — — 
Non-operating benefit costs (income)1.8 — (0.6)(r)1.1 
Total costs and expenses80.7 (15.0)(0.6)65.1 
Other income2.8 (0.1)— 2.7 
Earnings (loss) from continuing operations before income taxes(3.7)(2.9)0.7 (5.9)
Benefit (provision) for income taxes0.3 0.6 (0.1)(v)0.8 
Earnings (loss) from continuing operations(3.4)(2.3)0.6 (5.1)
Less net earnings (loss) attributable to noncontrolling interests(0.1)— — (0.1)
Preferred stock dividends(0.2)— — (0.2)
Net earnings (loss) from continuing operations attributable to GE common shareowners$(3.6)$(2.3)$0.6 $(5.2)
Per-share amounts
Earnings (loss) from continuing operations
Diluted earnings (loss) per share$(3.25)$(4.78)
Basic earnings (loss) per share$(3.25)$(4.78)
Average equivalent shares (in millions)
Diluted1,098 1,098 
Basic1,098 1,098 


Amounts may not add due to rounding.
















(4)


UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF EARNINGS (LOSS)
For the year ended December 31, 2020
(In billions; per-share amounts in dollars)
As Reported
GE HealthCare Separation (n)
Transaction Accounting AdjustmentsProforma
Revenues
Sales of equipment$37.6 $(10.0)$— $27.6 
Sales of services35.4 (8.0)0.2 (u)27.6 
Insurance revenues2.9 — — 2.9 
Total revenues75.8 (18.0)0.2 58.0 
Costs and expenses
Cost of equipment sold35.2 (6.6)— 28.7 
Cost of services sold22.6 (4.1)0.2 (u)18.7 
Selling, general and administrative expenses12.6 (3.4)— 9.2 
Separation costs— — — — 
Research and development2.6 (0.8)— 1.7 
Interest and other financial charges2.1 (0.1)— 2.0 
Debt extinguishment costs0.3 — — 0.3 
Insurance losses and annuity benefits2.5 — — 2.5 
Goodwill impairments0.9 — — 0.9 
Non-operating benefit costs (income)2.4 — (0.8)(r)1.6 
Total costs and expenses81.3 (15.1)(0.6)65.6 
Other income11.4 — (12.3)
(t)(u)
(0.9)
Earnings (loss) from continuing operations before income taxes6.0 (3.0)(11.5)(8.5)
Benefit (provision) for income taxes0.5 0.6 1.0 (v)2.2 
Earnings (loss) from continuing operations6.5 (2.3)(10.4)(6.3)
Less net earnings (loss) attributable to noncontrolling interests(0.2)(0.1)— (0.2)
Preferred stock dividends(0.5)— — (0.5)
Net earnings (loss) from continuing operations attributable to GE common shareowners$6.1 $(2.3)$(10.4)$(6.6)
Per-share amounts
Earnings (loss) from continuing operations
Diluted earnings (loss) per share$5.46 $(6.16)
Basic earnings (loss) per share$5.46 $(6.16)
Average equivalent shares (in millions)
Diluted
1,095 1,094 
Basic
1,094 1,094 


Amounts may not add due to rounding.




(5)


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)Adjustments represent the elimination of assets and liabilities attributable to GE HealthCare.
(b)Adjustments represent GE HealthCare's long-term debt issuance of $2.0 billion, incurred on January 3, 2023 in connection with the Separation.
(c)Adjustment represents cash proceeds retained by GE HealthCare of $0.5 billion, which included proceeds from GE HealthCare's long-term debt issuance of $2.0 billion, partially offset by a cash distribution to GE of $1.5 billion.
(d)Adjustment represents approximately 90.3 million shares or 19.9% ownership interest in GE HealthCare retained by GE at an opening price per share of $56.00 on January 4, 2023, totaling $5.1 billion.
(e)Balance sheet adjustments primarily relating to reversal of intercompany eliminations for shared services and hedging arrangements between GE and GE HealthCare as follows:
($ in billions)As of
Dec. 31, 2022
Current receivables$0.2 
All other current assets$0.2 
Accounts payable and equipment project accruals$0.2 
All other current liabilities$0.2 
(f)
In connection with the Separation and as a result of the legal split of certain plans, a portion of GE’s postretirement benefit plans, including a portion of the principal pension plans, the principal retiree benefit plans and other pension plans, were transferred to GE HealthCare. The pro forma adjustments reflect plan assets and obligations primarily associated with GE HealthCare’s active, retired, and other former GE employees in certain jurisdictions. The adjustments in the unaudited pro forma condensed combined statement of financial position as of December 31, 2022 are as follows:
($ in billions)As of
Dec. 31, 2022
All other assets$(0.7)
Deferred income taxes$(0.9)
All other current liabilities$(0.3)
Non-current compensation and benefits$(4.5)
Accumulated other comprehensive income (loss) – net$(2.0)
(g)Adjustments reflect the transfer of deferred tax assets of $0.5 billion to GE HealthCare.
(h)In connection with the Separation, current compensation and benefits obligations with respect to additional employee-related obligations of active, retired, and other former employees along with non-current benefits obligations pertaining to deferred compensation arrangements and severance liabilities were transferred from GE to GE HealthCare. The adjustments in the unaudited pro forma condensed combined statement of financial position as of December 31, 2022 are as follows:
($ in billions)As of
Dec. 31, 2022
Deferred income taxes$(0.2)
All other current liabilities$(0.2)
Non-current compensation and benefits$(0.6)
Accumulated other comprehensive income (loss) – net$(0.1)
(i)Subsequent to the Separation, GE anticipates it will incur additional one-time costs of approximately $0.1 billion for the development of technological infrastructure on behalf of GE HealthCare. These costs are expected to be incurred within one year of the Separation and have been reflected as an adjustment to retained earnings.
(j)Adjustment reflects additional tax liabilities of $0.2 billion recorded by GE as a result of the Separation.
(k)Adjustment reflects removal of GE HealthCare's additional long-term debt of $2.0 billion incurred on January 3, 2023 as a result of the Separation.
(l)Adjustment includes currency translation loss of $0.4 billion attributable to the GE HealthCare business transferred to retained earnings.
(m)
Represents the effect of adjustments described in notes (c) through (l) on stockholders' equity.
(6)


(n)Adjustments reflect the elimination of revenues and costs and expenses of GE HealthCare.
(o)Adjustment primarily reflects restructuring costs incurred by GE on behalf of GE HealthCare.
(p)Adjustment reflects separation costs incurred by GE that were directly attributable to GE HealthCare.
(q)Adjustment reflects the reduction of interest expense of $0.4 billion to give effect to the estimated repayment of debt for the year ended December 31, 2022.
(r)Adjustment primarily reflects non-operating costs for pension and retirement benefit plans and costs for employee related obligations transferred to GE HealthCare in connection with the Separation.
(s)Adjustment primarily represents the difference between the value of our approximately 19.9% ownership interest in GE HealthCare based on the opening price per share of $56.00 and carrying value on January 4, 2023.
(t)Adjustment reflects the pre-tax gain on the sale of $12.4 billion related to GE HealthCare’s BioPharma business in March of 2020.
(u)Income statement adjustments to reverse intercompany eliminations, primarily related to services provided from GE HealthCare to GE and vice versa, are as follows:
($ in billions)Year ended
Dec. 31, 2020
Sales of services$0.2 
Cost of services sold$0.2 
Interest and other financial charges$— 
Other income$0.1 
(v)Adjustment reflects the estimated income tax impact of the pro forma transaction accounting adjustments at the applicable statutory income tax rates in effect within the respective tax jurisdictions during the periods presented.
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