Common use of Financial Statements; Non-GAAP Financial Measures Clause in Contracts

Financial Statements; Non-GAAP Financial Measures. The financial statements together with the related schedules and notes thereto of the Company and its consolidated subsidiaries, included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly the financial position of the entities purported to be shown thereby as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the U.S. (“GAAP”) applied on a consistent basis throughout the periods covered thereby, and the supporting schedules included in the Registration Statement present fairly the information required to be stated therein; and the selected financial data and the summary financial information included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus have been derived from the accounting records of the Company and its consolidated subsidiaries, and present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included or incorporated by reference in the Registration Statement. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package or the Prospectus under the Securities Act, the Securities Act Regulations or the Exchange Act. All disclosures contained or incorporated by reference in the Registration Statement, the Pricing Disclosure Package or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act Regulations, to the extent applicable.

Financial Statements; Non-GAAP Financial Measures. The financial statements together with the related schedules and notes thereto of the Company and its consolidated subsidiaries, Subsidiaries (as defined below) included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects Prospectus, together with the applicable related schedules and notes, comply with the requirements of the Securities Act and the Exchange Act, as applicable, and present fairly the financial position of the entities purported to be shown thereby Company and its consolidated Subsidiaries (as defined below). The financial statements of the dates indicated Company and the results of their operations and the changes in their cash flows for the periods specified; such financial statements its consolidated Subsidiaries (as defined below) have been prepared in conformity with U.S. generally accepted accounting principles as applied in the U.S. (“GAAP”) applied on a consistent basis throughout the periods covered therebyinvolved. The supporting schedules, and the supporting schedules included in the Registration Statement if any, present fairly in accordance with GAAP the information required to be stated therein; and the . The selected financial data and the summary financial information included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus have been derived from the accounting records of the Company and its consolidated subsidiaries, and present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included or incorporated by reference in the Registration Statementtherein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included in the Registration Statement, any preliminary prospectus or incorporated by reference the Prospectus. To the extent applicable, all disclosures contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus under the Securities ActProspectus, the Securities Act Regulations or the Exchange Act. All disclosures contained or incorporated by reference in the Registration Statementif any, the Pricing Disclosure Package or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of under the Exchange Act and Item 10 10(e) of Regulation S-K under the Securities Act. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus is updated as necessary to comply with the requirements of the Securities Act Regulationsand the Commission’s rules and guidelines applicable thereto and present fairly the consolidated financial position, results of operations and changes in financial position of the Company and its subsidiaries (the “Subsidiaries”) on the basis stated in the Registration Statement at the respective dates or for the respective periods to the extent applicablewhich they apply.

Financial Statements; Non-GAAP Financial Measures. The financial statements together with the related schedules and notes thereto of the Company and its consolidated subsidiaries, included or incorporated or deemed incorporated by reference in the Registration Statement, the Pricing General Disclosure Package and the Prospectus comply in all material respects Prospectus, together with the applicable requirements of the Securities Act related schedules and the Exchange Actnotes, as applicable, and present fairly the financial position of the entities purported to be shown thereby as of Company and its consolidated subsidiaries at the dates indicated and the results statement of their operations operations, stockholders’ equity and the changes in their comprehensive income and cash flows of the Company and its consolidated subsidiaries for the periods specified; such said financial statements have been prepared in conformity with U.S. generally accepted accounting principles as applied in the U.S. (“GAAP”) applied on a consistent basis throughout the periods covered therebyinvolved (except for changes permitted or required by GAAP that are adequately disclosed therein). The supporting schedules, and the supporting schedules included in the Registration Statement if any, present fairly in accordance with GAAP the information required to be stated therein; and the . The selected financial data and the summary financial information included or incorporated by reference in the Registration Statement, the Pricing General Disclosure Package and the Prospectus have been derived from the accounting records of the Company and its consolidated subsidiaries, and present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included or incorporated by reference in the Registration Statementtherein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the Pricing General Disclosure Package or the Prospectus under the Securities Act, the Securities 1933 Act Regulations or the Exchange 1934 Act. All disclosures contained or incorporated by reference in the Registration Statement, the Pricing General Disclosure Package or and the Prospectus and any amendment or supplement thereto regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange 1934 Act and Item 10 of Regulation S-K of the Securities Act Regulations1933 Act, to the extent applicable.

Financial Statements; Non-GAAP Financial Measures. The financial statements together with the related schedules and notes thereto of the Company and its consolidated subsidiaries, Subsidiaries (as defined below) included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus Prospectus, together with the related schedules and notes, comply in all material respects respect with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly the financial position of the entities purported to be shown thereby Company and its consolidated Subsidiaries (as defined below). The financial statements of the dates indicated Company and the results of their operations and the changes in their cash flows for the periods specified; such financial statements its consolidated Subsidiaries (as defined below) have been prepared in conformity with U.S. generally accepted accounting principles as applied in the U.S. (“GAAP”) applied on a consistent basis throughout the periods covered therebyinvolved. The supporting schedules, and the supporting schedules included in the Registration Statement if any, present fairly in accordance with GAAP the information required to be stated therein; and the . The selected financial data and the summary financial information included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus have been derived from the accounting records of the Company and its consolidated subsidiaries, and present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included or incorporated by reference in the Registration Statementtherein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included in the Registration Statement, any preliminary prospectus or incorporated by reference the Prospectus. To the extent applicable, all disclosures contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus under the Securities ActProspectus, the Securities Act Regulations or the Exchange Act. All disclosures contained or incorporated by reference in the Registration Statementif any, the Pricing Disclosure Package or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of under the Exchange Act and Item 10 10(e) of Regulation S-K under the Securities Act. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus is updated as necessary to comply in all material respects with the requirements of the Securities Act Regulationsand the Commission’s rules and guidelines applicable thereto and present fairly the consolidated financial position, results of operations and changes in financial position of the Company and its consolidated subsidiaries (the “Subsidiaries”) on the basis stated in the Registration Statement at the respective dates or for the respective periods to the extent applicablewhich they apply.

Financial Statements; Non-GAAP Financial Measures. The financial statements together with the related schedules and notes thereto of the Company and its consolidated subsidiaries, included or incorporated by reference in the Registration Statement, the Pricing General Disclosure Package and the Prospectus comply Final Offering Memorandum, together with the related schedules and notes, present fairly, in all material respects with the applicable requirements of the Securities Act and the Exchange Actrespects, as applicable, and present fairly the financial position of the entities purported to be shown thereby as of Company and its consolidated subsidiaries at the dates indicated and the results statement of their operations operations, stockholders’ equity and the changes in their cash flows of the Company and its consolidated subsidiaries for the periods specified; such said financial statements have been prepared in conformity with U.S. generally accepted accounting principles as applied in the U.S. (“GAAP”) ), in all material respects, applied on a consistent basis throughout the periods covered therebyinvolved. The supporting schedules, and the supporting schedules included in the Registration Statement if any, present fairly in accordance with GAAP the information required to be stated therein; and the , in all material respects. The selected financial data and the summary financial information included or incorporated by reference in the Registration StatementOffering Memorandum present fairly, the Pricing Disclosure Package and the Prospectus have been derived from the accounting records of the Company and its consolidated subsidiariesin all material respects, and present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included or incorporated by reference in the Registration Statementtherein. Except as included therein, no No historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, Offering Memorandum under the Pricing 1933 Act or the 1933 Act Regulations. All disclosures contained in the General Disclosure Package or the Prospectus under the Securities ActFinal Offering Memorandum, the Securities Act Regulations or the Exchange Act. All disclosures contained or incorporated by reference in the Registration Statementtherein, the Pricing Disclosure Package or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange 1934 Act and Item 10 of Regulation S-K of the Securities Act Regulations1933 Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated by reference in the General Disclosure Package and the Final Offering Memorandum fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements together with the related schedules and notes thereto of the Company and its consolidated subsidiaries, Subsidiaries (as defined below) included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects Prospectus, together with the applicable related schedules and notes, comply with the requirements of the Securities Act and the Exchange Act, as applicable, and present fairly the financial position of the entities purported to be shown thereby Company and its consolidated Subsidiaries (as defined below). The financial statements of the Company and its consolidated Subsidiaries (as defined below) at the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with U.S. generally accepted accounting principles as applied in the U.S. (“GAAP”) applied on a consistent basis throughout the periods covered therebyinvolved. The supporting schedules, and the supporting schedules included in the Registration Statement if any, present fairly in accordance with GAAP the information required to be stated therein; and the . The selected financial data and the summary financial information included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus have been derived from the accounting records of the Company and its consolidated subsidiaries, and present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included or incorporated by reference in therein. To the Registration Statement. Except as included thereinextent applicable, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference all disclosures contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus under the Securities ActProspectus, the Securities Act Regulations or the Exchange Act. All disclosures contained or incorporated by reference in the Registration Statementif any, the Pricing Disclosure Package or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of under the Exchange Act and Item 10 10(e) of Regulation S-K under the Securities Act. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus is updated as necessary to comply with the requirements of the Securities Act Regulationsand the Commission’s rules and guidelines applicable thereto and present fairly the consolidated financial position, results of operations and changes in financial position of the Company and its subsidiaries (the “Subsidiaries”) on the basis stated in the Registration Statement at the respective dates or for the respective periods to the extent applicablewhich they apply.

Financial Statements; Non-GAAP Financial Measures. The consolidated financial statements together with the related schedules and notes thereto of the Company and its consolidated subsidiaries, included or incorporated by reference in the Registration Statement, the Pricing General Disclosure Package and the Prospectus comply Prospectus, together with the related schedules and notes, present fairly, in all material respects with the applicable requirements of the Securities Act and the Exchange Actrespects, as applicable, and present fairly the financial position of the entities purported to be shown thereby as of Company and its consolidated subsidiaries at the dates indicated and the results statement of their operations income, stockholders’ equity and the changes in their cash flows of the Company and its consolidated subsidiaries for the periods specified; such said financial statements have been prepared in conformity with U.S. generally accepted accounting principles as applied in the U.S. (“GAAP”) applied on a consistent basis throughout the periods covered thereby, involved; and the supporting schedules included to said financial statements, if any, present fairly, in the Registration Statement present fairly all material respects, in accordance with GAAP the information required to be stated therein; and the . The selected financial data and the summary financial information included or incorporated by reference in the Registration Statement, the Pricing General Disclosure Package and the Prospectus have been derived from the accounting records of the Company and its consolidated subsidiariespresent fairly, and present fairly in all material respects, the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included or incorporated by reference in the Registration Statementtherein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the Pricing General Disclosure Package or the Prospectus under the Securities Act, the Securities 1933 Act Regulations or the Exchange Act1933 Act Regulations. All disclosures contained or incorporated by reference in the Registration Statement, the Pricing General Disclosure Package or the Prospectus Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) ), if any, comply in all material respects with Regulation G of the Exchange 1934 Act and Item 10 of Regulation S-K of the Securities Act Regulations1933 Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company and its consolidated Subsidiaries (as defined below) included in the Registration Statement, the Pricing Disclosure Package and the Prospectus, together with the related schedules and notes thereto notes, comply with the requirements of the Securities Act and present fairly the financial position of the Company and its consolidated subsidiariesSubsidiaries (as defined below). The financial statements of the Company and its consolidated Subsidiaries (as defined below) have been prepared in conformity with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly the financial position of the entities purported to be shown thereby as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the U.S. (“GAAP”) applied on a consistent basis throughout the periods covered thereby, and the supporting schedules included in the Registration Statement present fairly the information required to be stated therein; and the selected financial data and the summary financial information included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus have been derived from the accounting records of the Company and its consolidated subsidiaries, and present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included or incorporated by reference in the Registration Statementtherein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included in the Registration Statement, any preliminary prospectus or incorporated by reference the Prospectus. To the extent applicable, all disclosures contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus under the Securities ActProspectus, the Securities Act Regulations or the Exchange Act. All disclosures contained or incorporated by reference in the Registration Statementif any, the Pricing Disclosure Package or the Prospectus regarding “"non-GAAP financial measures” " (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of under the Exchange Act and Item 10 10(e) of Regulation S-K under the Securities Act. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus is updated as necessary to comply with the requirements of the Securities Act Regulationsand the Commission's rules and guidelines applicable thereto and present fairly the consolidated financial position, results of operations and changes in financial position of the Company and its consolidated subsidiaries on the basis stated in the Registration Statement at the respective dates or for the respective periods to the extent applicablewhich they apply.

Financial Statements; Non-GAAP Financial Measures. The financial statements together with the related schedules and notes thereto of the Company and its consolidated subsidiaries, Subsidiaries (as defined below) included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus Prospectus, together with the related schedules and notes, comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly the financial position of the entities purported to be shown thereby Company and its consolidated Subsidiaries (as defined below). The financial statements of the dates indicated Company and the results of their operations and the changes in their cash flows for the periods specified; such financial statements its consolidated Subsidiaries (as defined below) have been prepared in conformity with U.S. generally accepted accounting principles as applied in the U.S. (“GAAP”) applied on a consistent basis throughout the periods covered therebyinvolved. The supporting schedules, and the supporting schedules included in the Registration Statement if any, present fairly in accordance with GAAP the information required to be stated therein; and the . The selected financial data and the summary financial information included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus have been derived from the accounting records of the Company and its consolidated subsidiaries, and present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included or incorporated by reference in the Registration Statementtherein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included in the Registration Statement, any preliminary prospectus or incorporated by reference the Prospectus. To the extent applicable, all disclosures contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus under the Securities ActProspectus, the Securities Act Regulations or the Exchange Act. All disclosures contained or incorporated by reference in the Registration Statementif any, the Pricing Disclosure Package or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of under the Exchange Act and Item 10 10(e) of Regulation S-K of under the Securities Act Regulations, to the extent applicableAct.

Financial Statements; Non-GAAP Financial Measures. The financial statements together with the related schedules and notes thereto of the Company and its consolidated subsidiaries, Subsidiaries (as defined below) included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects Prospectus, together with the applicable related schedules and notes, comply with the requirements of the Securities Act and the Exchange Act, as applicable, and present fairly the financial position of the entities purported to be shown thereby Company and its consolidated Subsidiaries (as defined below). The financial statements of the dates indicated Company and the results of their operations and the changes in their cash flows for the periods specified; such financial statements its consolidated Subsidiaries (as defined below) have been prepared in conformity with U.S. generally accepted accounting principles as applied in the U.S. (“GAAP”) applied on a consistent basis throughout the periods covered therebyinvolved. The supporting schedules, and the supporting schedules included in the Registration Statement if any, present fairly in accordance with GAAP the information required to be stated therein; and the . The selected financial data and the summary financial information included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus have been derived from the accounting records of the Company and its consolidated subsidiaries, and present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included or incorporated by reference in the Registration Statementtherein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included in the Registration Statement, any preliminary prospectus or incorporated by reference the Prospectus. To the extent applicable, all disclosures contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus under the Securities ActProspectus, the Securities Act Regulations or the Exchange Act. All disclosures contained or incorporated by reference in the Registration Statementif any, the Pricing Disclosure Package or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of under the Exchange Act and Item 10 10(e) of Regulation S-K under the Securities Act. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus is updated as necessary to comply with the requirements of the Securities Act Regulationsand the Commission’s rules and guidelines applicable thereto and present fairly the consolidated financial position, results of operations and changes in financial position of the Company and its Subsidiaries (as defined herein) on the basis stated in the Registration Statement at the respective dates or for the respective periods to the extent applicablewhich they apply.

Financial Statements; Non-GAAP Financial Measures. The financial statements together with the related schedules and notes thereto of the Company and its consolidated subsidiaries, Subsidiaries (as defined below) included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects Prospectus, together with the applicable related schedules and notes, comply with the requirements of the Securities Act and the Exchange Act, as applicable, and present fairly the financial position of the entities purported to be shown thereby Company and its consolidated Subsidiaries (as defined below). The financial statements of the dates indicated Company and the results of their operations and the changes in their cash flows for the periods specified; such financial statements its consolidated Subsidiaries (as defined below) have been prepared in conformity with U.S. generally accepted accounting principles as applied in the U.S. (“GAAP”) applied on a consistent basis throughout the periods covered therebyinvolved. The supporting schedules, and the supporting schedules included in the Registration Statement if any, present fairly in accordance with GAAP the information required to be stated therein; and the . The selected financial data and the summary financial information included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus have been derived from the accounting records of the Company and its consolidated subsidiaries, and present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included or incorporated by reference in the Registration Statementtherein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included in the Registration Statement, any preliminary prospectus or incorporated by reference the Prospectus. To the extent applicable, all disclosures contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus under the Securities ActProspectus, the Securities Act Regulations or the Exchange Act. All disclosures contained or incorporated by reference in the Registration Statementif any, the Pricing Disclosure Package or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of under the Exchange Act and Item 10 10(e) of Regulation S-K under the Securities Act. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus is updated as necessary to comply with the requirements of the Securities Act Regulationsand the Commission’s rules and guidelines applicable thereto and present fairly the consolidated financial position, results of operations and changes in financial position of the Company and its consolidated subsidiaries (the “Subsidiaries,” and each, a “Subsidiary”) on the basis stated in the Registration Statement at the respective dates or for the respective periods to the extent applicablewhich they apply.

Financial Statements; Non-GAAP Financial Measures. The financial statements together with the related schedules and notes thereto of the Company and its consolidated subsidiaries, Subsidiaries (as defined below) included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects Prospectus, together with the applicable related schedules and notes, comply with the requirements of the Securities Act and the Exchange Act, as applicable, and present fairly the financial position of the entities purported to be shown thereby Company and its consolidated Subsidiaries (as defined below). The financial statements of the dates indicated Company and the results of their operations and the changes in their cash flows for the periods specified; such financial statements its consolidated Subsidiaries (as defined below) have been prepared in conformity with U.S. generally accepted accounting principles as applied in the U.S. (“GAAP”) applied on a consistent basis throughout the periods covered therebyinvolved. The supporting schedules, and the supporting schedules included in the Registration Statement if any, present fairly in accordance with GAAP the information required to be stated therein; and the . The selected financial data and the summary financial information included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus have been derived from the accounting records of the Company and its consolidated subsidiaries, and present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included or incorporated by reference in the Registration Statementtherein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included in the Registration Statement, any preliminary prospectus or incorporated by reference the Prospectus. To the extent applicable, all disclosures contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus under the Securities ActProspectus, the Securities Act Regulations or the Exchange Act. All disclosures contained or incorporated by reference in the Registration Statementif any, the Pricing Disclosure Package or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of under the Exchange Act and Item 10 10(e) of Regulation S-K under the Securities Act. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus is updated as necessary to comply with the requirements of the Securities Act Regulationsand the Commission’s rules and guidelines applicable thereto and present fairly the consolidated financial position, results of operations and changes in financial position of the Company and its Subsidiaries on the basis stated in the Registration Statement at the respective dates or for the respective periods to the extent applicablewhich they apply.

Financial Statements; Non-GAAP Financial Measures. The financial statements together with the related schedules and notes thereto of the Company and its consolidated subsidiaries, included or incorporated by reference in the Registration StatementStatements, the Pricing General Disclosure Package and the Prospectus comply Prospectus, together with the related schedules and notes, present fairly, in all material respects with the applicable requirements of the Securities Act and the Exchange Actrespects, as applicable, and present fairly the financial position of the entities purported to be shown thereby as of Company and its consolidated subsidiaries at the dates indicated and the results statements of their operations operations, shareholders’ equity and the changes in their cash flows of the Company and its consolidated subsidiaries for the periods specified; such said financial statements have been prepared in conformity with U.S. generally accepted accounting principles as applied in the U.S. (“GAAP”) applied on a consistent basis throughout the periods covered therebyinvolved. The supporting schedules, and the supporting schedules included in the Registration Statement if any, present fairly in accordance with GAAP the information required to be stated therein; and the . The selected financial data and the summary financial information included or incorporated by reference in the Registration StatementStatements, the Pricing General Disclosure Package and the Prospectus have been derived from the accounting records of the Company and its consolidated subsidiaries, and present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included or incorporated by reference therein. The pro forma financial statements and the related notes thereto included in the Registration StatementStatements, the General Disclosure Package and the Prospectus present fairly the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration StatementStatements, the Pricing General Disclosure Package or the Prospectus under the Securities Act, the Securities 1933 Act Regulations or the Exchange Act1933 Act Regulations. All disclosures contained in the Registration Statements, the General Disclosure Package or the Prospectus, or incorporated by reference in the Registration Statementtherein, the Pricing Disclosure Package or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange 1934 Act and Item 10 of Regulation S-K of the Securities Act Regulations1933 Act, to the extent applicable.

Financial Statements; Non-GAAP Financial Measures. The financial statements together with the related schedules and notes thereto of the Company and its consolidated subsidiaries, included in or incorporated by reference in the Registration Statement, the Pricing General Disclosure Package and the Prospectus comply Prospectus, together with the related schedules and notes, present fairly, in all material respects respects, the consolidated financial position of the Company and its consolidated subsidiaries as of and at the dates indicated and the consolidated results of their operations and cash flows for the periods specified. Such financial statements comply as to form with the applicable accounting requirements of the Securities Act and the Exchange Act, as applicable, and present fairly the financial position of the entities purported to be shown thereby as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the U.S. (“GAAP”) United States applied on a consistent basis throughout the periods covered therebyinvolved, and the supporting schedules included except as may be expressly stated in the Registration Statement present fairly the information required to be stated therein; and the related notes thereto. The selected financial data and the summary financial information included or incorporated by reference in the Registration Statement, the Pricing General Disclosure Package and the Prospectus have been derived from the accounting records of the Company and its consolidated subsidiariespresent fairly, and present fairly in all material respects, the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included or incorporated by reference in the Registration Statementtherein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package any preliminary prospectus or the Prospectus under the Securities Act, the Securities Act Regulations Regulations, the Exchange Act or the Exchange ActAct Regulations. All disclosures contained or incorporated by reference in the Registration Statement, the Pricing General Disclosure Package or the Prospectus Prospectus, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply comply, in all material respects respects, with Regulation G of under the Exchange Act and Item 10 of Regulation S-K of under the Securities Act RegulationsAct, to the extent applicable.

Financial Statements; Non-GAAP Financial Measures. The financial statements together with the related schedules and notes thereto of the Company and its consolidated subsidiaries, subsidiaries included or incorporated by reference in the Registration Statement, the Pricing General Disclosure Package and the Prospectus comply in all material respects Prospectus, together with the applicable requirements of the Securities Act related schedules and the Exchange Actnotes, as applicable, and present fairly the financial position of the entities purported to be shown thereby as of Company and its consolidated subsidiaries at the dates indicated and the results statement of their operations operations, stockholders’ equity and the changes in their cash flows of the Company and its consolidated subsidiaries for the periods specified; such and said financial statements have been prepared in conformity with U.S. generally accepted accounting principles as applied in the U.S. (“GAAP”) applied on a consistent basis throughout the periods covered therebyinvolved. The supporting schedules, and the supporting schedules included in the Registration Statement if any, present fairly in accordance with GAAP the information required to be stated therein; and the . The selected financial data and the summary financial information included or incorporated by reference in the Registration Statement, the Pricing General Disclosure Package and the Prospectus have been derived from the accounting records of the Company and its consolidated subsidiaries, and present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included or incorporated by reference therein. The pro forma financial statements and the related notes thereto included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the Pricing General Disclosure Package or the Prospectus under the Securities Act, Act or the Securities Act Regulations or the Exchange ActRegulations. All disclosures contained or incorporated by reference in the Registration Statement, the Pricing General Disclosure Package or the Prospectus Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act RegulationsAct, to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly present the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements together with the related schedules and notes thereto of the Company and its consolidated subsidiaries, included or incorporated by reference in the Registration Statement, the Pricing General Disclosure Package and the Prospectus comply in all material respects Prospectus, together with the applicable requirements of the Securities Act related schedules and the Exchange Actnotes, as applicable, and present fairly the financial position of the entities purported to be shown thereby as of Company and its consolidated subsidiaries at the dates indicated and the results consolidated and combined statements of their operations operations, comprehensive income (loss), equity and the changes in their cash flows of the Company and its consolidated subsidiaries for the periods specified; such said financial statements have been prepared in conformity with U.S. generally accepted accounting principles as applied in the U.S. (“GAAP”) applied on a consistent basis throughout the periods covered therebyinvolved. The supporting schedules, and the supporting schedules included in the Registration Statement if any, present fairly in accordance with GAAP the information required to be stated therein; and the . The selected financial data and the summary financial information included or incorporated by reference in the Registration Statement, the Pricing General Disclosure Package and the Prospectus have been derived from the accounting records of the Company and its consolidated subsidiaries, and present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included or incorporated by reference therein. Any pro forma financial statements and the related notes thereto included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly the information shown therein, have been prepared in all material respects in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included thereinin the Registration Statement, the General Disclosure Package and the Prospectus, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the Pricing General Disclosure Package Package, any preliminary prospectus or the Prospectus under the Securities Act, the Securities 1933 Act Regulations or the Exchange Act1933 Act Regulations. All disclosures contained or incorporated by reference in the Registration Statement, the Pricing General Disclosure Package or the Prospectus Prospectus, if any, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange 1934 Act and Item 10 of Regulation S-K of the Securities Act Regulations1933 Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the required information and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto, in each case, in all material respects.

Financial Statements; Non-GAAP Financial Measures. The financial statements statements, together with the related schedules supporting schedules, if any, and notes thereto of the Company and its consolidated subsidiariesnotes, included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly in all material respects the financial position of the entities purported to be shown thereby Company and its consolidated Subsidiaries (as defined below), at the respective dates of the dates indicated and the results of their operations and the changes in their cash flows for the respective periods specified; such to which they apply. Such financial statements have been prepared in conformity with U.S. generally accepted accounting principles as applied in the U.S. (“GAAP”) applied on a consistent basis throughout the periods covered therebyinvolved. The supporting schedules, and the supporting schedules included in the Registration Statement if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein; and the . The selected historical financial data and the summary of historical financial information included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus have been derived from the accounting records of the Company and its consolidated subsidiaries, and present fairly in all material respects the information shown therein and have been compiled on a basis consistent consistent, in all material respects, with that of the audited financial statements included or incorporated by reference in the Registration Statementtherein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package or the Prospectus under the Securities Act, Act or the Securities Act Regulations or Regulations. To the Exchange Act. All extent applicable, all disclosures contained or incorporated by reference in the Registration Statement, the Pricing Disclosure Package or the Prospectus Prospectus, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of under the Exchange Act and Item 10 10(e) of Regulation S-K of under the Securities Act Regulations, to the extent applicableAct.

Financial Statements; Non-GAAP Financial Measures. The financial statements together with the related schedules and notes thereto of the Company and its consolidated subsidiaries, included or incorporated by reference in the Registration Statement, the Pricing General Disclosure Package and the Prospectus comply Prospectus, together with the related schedules and notes, present fairly in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly the financial position of the entities purported to be shown thereby as of Company and its consolidated subsidiaries at the dates indicated and the results of their operations and the operations, comprehensive income, changes in their equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; such and said financial statements have been prepared in conformity with U.S. generally accepted accounting principles as applied in the U.S. (“GAAP”) applied on a consistent basis throughout the periods covered therebyinvolved, and the except as disclosed therein. The supporting schedules included in the Registration Statement schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein; and the . The selected financial data and the summary financial information included or incorporated by reference in the Registration Statement, the Pricing General Disclosure Package and the Prospectus have been derived from the accounting records of the Company and its consolidated subsidiaries, and present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included or incorporated by reference in the Registration Statementtherein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the Pricing General Disclosure Package or the Prospectus under the Securities Act, Act or the Securities Act Regulations or the Exchange ActRegulations. All disclosures contained or incorporated by reference in the Registration Statement, the Pricing General Disclosure Package or the Prospectus Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act RegulationsAct, to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly present the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements together with the related schedules and notes thereto of the Company and its consolidated subsidiaries, included or incorporated by reference in the Registration Statement, the Pricing General Disclosure Package and the Prospectus comply Prospectus, together with the related schedules and notes, present fairly in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly the financial position of the entities purported to be shown thereby as of Company and its consolidated subsidiaries at the dates indicated and the results statement of their operations operations, stockholders’ equity and the changes in their cash flows of the Company and its consolidated subsidiaries for the periods specified; such said financial statements have been prepared in conformity in all material respects with U.S. generally accepted accounting principles as applied in the U.S. (“GAAP”) applied on a consistent basis throughout the periods covered therebyinvolved, and the supporting schedules included expect as otherwise disclosed in the Registration Statement General Disclosure Package. The supporting schedules, if any, present fairly in accordance with GAAP in all material respects the information required to be stated therein; and the . The selected financial data and the summary financial information included or incorporated by reference in the Registration Statement, the Pricing General Disclosure Package and the Prospectus have been derived from the accounting records of the Company and its consolidated subsidiaries, and present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included or incorporated by reference in the Registration Statementtherein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the Pricing General Disclosure Package or the Prospectus under the Securities Act, the Securities 1933 Act Regulations or the Exchange Act1933 Act Regulations. All disclosures contained or incorporated by reference in the Registration Statement, the Pricing General Disclosure Package or the Prospectus Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange 1934 Act and Item 10 of Regulation S-K of the Securities Act Regulations1933 Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements together with the related schedules and notes thereto of the Company and its consolidated subsidiaries, included or incorporated by reference in the Registration Statement, the Pricing General Disclosure Package and the Prospectus comply Prospectus, together with the related schedules and notes, present fairly in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly the financial position of the entities purported to be shown thereby as of Company and its consolidated subsidiaries at the dates indicated and the results statements of their operations and the comprehensive income, changes in their stockholders’ equity (deficit) and cash flows of the Company and its consolidated subsidiaries for the periods specified; such said financial statements have been prepared in conformity with U.S. generally accepted accounting principles as applied in the U.S. (“GAAP”) applied on a consistent basis throughout the periods covered therebyinvolved. The supporting schedules, and the supporting schedules included in the Registration Statement if any, present fairly the information required to be stated therein; in all material respects and the in accordance with GAAP. The selected financial data and the summary financial information included or incorporated by reference in the Registration Statement, the Pricing General Disclosure Package and the Prospectus have been derived from the accounting records of the Company and its consolidated subsidiaries, and present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included or incorporated by reference in the Registration Statementtherein. Except as included thereintherein or with respect to which the Company has received a written waiver from the staff of the Commission, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the Pricing General Disclosure Package or the Prospectus under the Securities Act, the Securities 1933 Act Regulations or the Exchange Act1933 Act Regulations. All disclosures contained or incorporated by reference in the Registration Statement, the Pricing General Disclosure Package or the Prospectus Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act 1934 Act, and Item 10 of Regulation S-K of the Securities Act Regulations1933 Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.