Common use of Basis of Presentation Clause in Contracts

Basis of Presentation. The unaudited pro forma condensed combined financial statements were prepared using the acquisition method of accounting in accordance with ASC 805, which uses the fair value concepts defined in ASC Topic 820, Fair Value Measurements, referred to as “ASC 820” in this joint proxy statement/prospectus. ASC 805 requires, among other things, that assets acquired, liabilities assumed and non-controlling interests be recognized at their fair values as of the date of the merger. In addition, ASC 805 requires that the consideration transferred be measured at the date the merger is completed, at the then-current market price. ASC 820 defines fair value as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” This is an exit price concept for the valuation of the asset or liability. In addition, market participants are assumed to be buyers and sellers in the most advantageous market for the asset or liability. Fair value measurements for an asset assume the highest and best use by these market participants. Many of these fair value measurements can be highly subjective and it is possible the application of reasonable judgment to the same facts and circumstances could develop different assumptions resulting in a range of alternative estimates. For purposes of preparing the unaudited pro forma condensed combined financial statements, the market price of Anthem common stock was estimated using the closing price of $141.91 on September 25, 2015. Since ASC 805 requires fair value measurements at the date of the merger, amounts assumed in these unaudited pro forma condensed combined financial statements will likely be different than the final amounts recorded at the completion of the merger. Under the acquisition method of accounting, the fair value of the assets acquired and liabilities assumed will be added to those of Anthem. Financial statements and reported results of operations of Anthem issued after completion of the merger will reflect these values, but will not be retroactively restated to reflect the historical financial position or results of operations of Cigna. ASC 805 requires that acquisition-related transaction costs, such as advisory, legal, valuation and other professional fees, not be included as a component of consideration transferred but should be accounted for as expenses in the periods in which such costs are incurred. Total acquisition-related transaction costs expected to be incurred by Anthem and Cigna are estimated to be $345.0 million and $150.0 million, respectively, none of which had been incurred as of June 30, 2015. Acquisition-related transaction costs expected to be incurred by Anthem include estimated fees related to the bridge facility and estimated costs associated with the issuance of long-term transaction related debt expected to be issued prior to completion of the mergers. Preparation of the pro forma condensed combined balance sheet requires the inclusion of adjustments that are both recurring and nonrecurring, while preparation of the pro forma condensed combined statements of income should only include adjustments that have a continuing impact and therefore, not include material nonrecurring adjustments that result from the transaction, such as the expected acquisition-related transaction costs. As a result, the expected acquisition-related transaction costs have been included in the unaudited pro forma condensed combined balance sheet as of June 30, 2015, as an increase to accounts payable and accrued expenses, with the related tax benefits recognized as an increase in deferred tax assets and the after tax amount included as a decrease to retained earnings. The unaudited pro forma condensed combined financial statements do not reflect any potential divestitures that may occur prior to, or subsequent to, the completion of the merger, or the projected realization of cost reductions from synergies following completion of the merger. These cost reductions are anticipated to result from elimination of certain administrative expenses, as well as network and medical management savings. Although Anthem projects that cost reductions will result from the merger, there can be no assurance that these cost reductions will be achieved. The unaudited pro forma condensed combined financial statements do not reflect any projected restructuring and integration-related costs associated with the cost reductions and no estimates for these potential synergies have been included in the estimate of expected acquisition-related transaction costs discussed above. Such restructuring and integration-related costs will be expensed in the accounting periods when incurred after completion of the merger. In addition, the unaudited pro forma condensed combined financial statements do not reflect any potential debt repayments to reduce Anthem’s debt-to-capital ratio to the low 40% range over the 24 months following the completion of the merger.

Basis of Presentation. The unaudited pro forma condensed combined financial statements were prepared using acquisition will be accounted for under the acquisition method of accounting in accordance with ASC 805-10. The Company is accounting for the acquisition by using the historical information and accounting policies of Xxxxx and adding the assets and liabilities of ELFS, which uses as applied on a pro forma basis as of June 30, 2021, at their respective fair values. Further, and in accordance with ASC 805, the accounting policies of ELFS have been conformed to those of Xxxxx in determining the results of operations and the amounts of assets and liabilities to be fair valued. The assets and liabilities of ELFS have been measured at fair value based on various assumptions that the Company’s management believes are reasonable utilizing information as of the Acquisition Date. The process for measuring the fair value concepts defined of identifiable intangible assets, liabilities and certain tangible assets requires the use of significant assumptions, including estimates of future cash flows and appropriate discount rates. The excess of the purchase price (consideration transferred) over the amount of identifiable assets and liabilities of ELFS acquired, on a pro forma basis as of June 30, 2021, was allocated to goodwill in accordance with ASC 805-10. For purposes of measuring the fair value of the ELFS assets acquired and liabilities assumed, as reflected in the unaudited pro forma combined financial statements, the Company used the guidance in ASC Topic 820, “Fair Value MeasurementsMeasurement and Disclosure”, referred to as “ASC 820” in this joint proxy statement/prospectus. ASC 805 requires, among other things, that assets acquired, liabilities assumed and non-controlling interests be recognized at their which establishes a framework for measuring fair values as of the date of the merger. In addition, ASC 805 requires that the consideration transferred be measured at the date the merger is completed, at the then-current market pricevalues. ASC 820 defines fair value as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” This is date (an exit price concept for the valuation of the asset or liabilityprice). In addition, market Market participants are assumed to be buyers and sellers in the principal (most advantageous advantageous) market for the asset or liability. Fair Additionally, under ASC 820, fair value measurements for an asset assume the highest and best use of that asset by these market participants. Many The historical balance sheets of these fair value measurements can be highly subjective Xxxxx and it is possible the application of reasonable judgment ELFS were used to the same facts and circumstances could develop different assumptions resulting in a range of alternative estimates. For purposes of preparing create the unaudited pro forma condensed combined financial statements, the market price of Anthem common stock was estimated using the closing price of $141.91 on September 25, 2015. Since ASC 805 requires fair value measurements at the date of the merger, amounts assumed in these unaudited pro forma condensed combined financial statements will likely be different than the final amounts recorded at the completion of the merger. Under the acquisition method of accounting, the fair value of the assets acquired and liabilities assumed will be added to those of Anthem. Financial statements and reported results of operations of Anthem issued after completion of the merger will reflect these values, but will not be retroactively restated to reflect the historical financial position or results of operations of Cigna. ASC 805 requires that acquisition-related transaction costs, such as advisory, legal, valuation and other professional fees, not be included as a component of consideration transferred but should be accounted for as expenses in the periods in which such costs are incurred. Total acquisition-related transaction costs expected to be incurred by Anthem and Cigna are estimated to be $345.0 million and $150.0 million, respectively, none of which had been incurred as of June 30, 2015. Acquisition-related transaction costs expected to be incurred by Anthem include estimated fees related to the bridge facility and estimated costs associated with the issuance of long-term transaction related debt expected to be issued prior to completion of the mergers. Preparation of the pro forma condensed combined balance sheet requires the inclusion of adjustments that are both recurring and nonrecurring, while preparation of the pro forma condensed combined statements of income should only include adjustments that have a continuing impact and therefore, not include material nonrecurring adjustments that result from the transaction, such as the expected acquisition-related transaction costs. As a result, the expected acquisition-related transaction costs have been included in the unaudited pro forma condensed combined balance sheet as of June 30, 2015, as an increase to accounts payable and accrued expenses, with the related tax benefits recognized as an increase in deferred tax assets and the after tax amount included as a decrease to retained earnings. The unaudited pro forma condensed combined financial statements do not reflect any potential divestitures that may occur prior to, or subsequent to2021, the completion last day of the merger, or the projected realization of cost reductions from synergies Janel’s third fiscal quarter. Xxxxx and ELFS have different fiscal year ends with Xxxxx following completion of the mergera fiscal year end ending September 30 and ELFS following a calendar year-end ending on December 31. These cost reductions are anticipated to result from elimination of certain administrative expenses, as well as network and medical management savings. Although Anthem projects that cost reductions will result from the merger, there can be no assurance that these cost reductions will be achieved. The unaudited pro forma condensed combined financial statements do not reflect any projected restructuring and integration-related costs associated with the cost reductions and no estimates for these potential synergies have been included in the estimate of expected acquisition-related transaction costs discussed above. Such restructuring and integration-related costs will be expensed in the accounting periods when incurred after completion of the merger. In additionAccordingly, the unaudited pro forma condensed combined statement of operations for the year ended September 30, 2020 has been prepared by combining information derived from Xxxxx’s audited historical consolidated statement of income for the year ended September 30, 2020 with the unaudited historical combined statement of income of ELFS for the twelve months ended September 30, 2020. The historical combined statement of income of ELFS for the twelve months ended September 30, 2020 was calculated by taking the audited combined statement of income for the twelve months ended December 31, 2020 and removing the results of operations for the three months ended December 31, 2020 interim period and adding the results of operations for the three months ended December 31, 2019 interim period. The interim unaudited pro forma combined statement of operations for the nine months ended June 30, 2021 has been prepared by combining Xxxxx’s unaudited historical consolidated statement of income for the nine months ended June 30, 2021, with the unaudited historical combined statement of income of ELFS for the nine months ended June 30, 2021. The unaudited historical combined statement of income of ELFS for the nine months ended June 30, 2021 was calculated by taking the unaudited combined statement of income for the six months ended June 30, 2021 and adding the results of operations for the three months ended December 31, 2020 interim period. In addition, certain line items of the ELFS income statements were combined or reclassified in order to make the information comparable. The table below summarizes the calculated combined historical statements of ELFS for the twelve months ended September 30, 2020 and nine months ended June 30, 2021: Twelve months ended September 30, 2020 Audited Year Ended Unaudited Three Months Ended Unaudited Three Months Ended Unaudited Twelve Months Ended Service revenue $ 68,851 $ (17,852 ) $ 18,035 $ 69,034 Cost of service revenue 48,612 (13,082 ) 13,626 49,156 Gross Profit 20,239 (4,770 ) 4,409 19,878 Selling, general and administrative expenses 17,228 (4,432 ) 4,543 17,339 Income (loss) from operations 3,011 (338 ) (134 ) 2,539 Other income (expense) Other income (expense) 208 (44 ) 22 186 Interest expense (74 ) 22 (18 ) (70 ) Gain on sale of property and equipment 1 (1 ) 1 1 Total other income (expense) 135 (23 ) 5 117 Income (loss) before state income taxes 3,146 (361 ) (129 ) 2,656 Provisions for state income taxes 218 (42 ) 108 284 Net Income (loss) $ 2,928 $ (319 ) $ (237 ) $ 2,372 Nine months ended June 30, 2021 (in thousands) Unaudited Six Months Ended June 30, 2021 Unaudited Three Months Ended December 31, 2020 Unaudited Nine Months Ended June 30, 2021 Service revenue $ 36,690 $ 17,852 $ 54,542 Cost of service revenue 26,169 13,082 39,251 Gross profit 10,521 4,770 15,291 Selling, general and administrative expenses 8,519 4,432 12,951 Income from operations 2,002 338 2,340 Other income (expense) Interest income 3 2 5 Miscellaneous income (expense) 2 42 44 Interest expense (42 ) (22 ) (64 ) Gain on sale of property and equipment 60 1 61 Total other income 23 23 46 Income before state income taxes 2,025 361 2,386 Provision for state income taxes 82 42 124 Net income $ 1,943 $ 319 $ 2,262 The unaudited pro forma combined financial statements do not reflect any potential debt repayments adjustments to reduce Anthemconform the results of ELFS to Xxxxx’s debtapplication of generally accepted accounting policies. These differences resulted in the following income statement line-toitem reclassifications: Income Statements (in thousands) Twelve Months Ended September 30, 2020 Reclass Revised Twelve Months Ended September 30, 2020 Nine Months Ended June 30, 2021 Reclass Revised Twelve Months Ended September 30, 2020 Selling, general and administrative expenses $ 17,339 $ (187 ) $ 17,152 $ 12,951 $ (105 ) $ 12,846 Other income (expense) 186 (186 ) - - - Interest income - - - 5 (5 ) - Miscellaneous income (expense) - - - 44 (44 ) - Interest expense - - - (64 ) 5 (59 ) Gain on sale of property and equipment 1 (1 ) - 61 (61 ) -capital ratio to the low 40% range over the 24 months following the completion of the merger.

Basis of Presentation. The unaudited pro forma condensed combined financial statements were prepared using the acquisition method of accounting in accordance with ASC 805under existing U.S. GAAP standards and are based on our historical consolidated financial statements and financial statements of FutureScripts for the fiscal year ended December 31, which uses 2009 and as of and for the fair value concepts defined in ASC Topic 820six months ended June 30, Fair Value Measurements2010. The unaudited pro forma condensed combined statement of operations for the fiscal year ended December 31, referred 2009 and for the six months ended June 30, 2010 give effect to the Acquisition as “ASC 820” in this joint proxy statement/prospectusif it had occurred on the first day of the earliest period presented. ASC 805 The unaudited pro forma condensed combined balance sheet as of June 30, 2010 gives effect to the Acquisition as if it had occurred on June 30, 2010. The acquisition method of accounting under existing U.S. GAAP standards requires, among other things, that all assets acquired, acquired and most liabilities assumed and non-controlling interests be recognized at their fair values as of the date acquisition date. The transaction fees for the Acquisition are expensed as incurred and are estimated to be $1.6 million, of which Catalyst has incurred approximately $0.7 million in the mergersix months ended June 30, 2010. In additionThe transaction fees that will be incurred after June 30, ASC 805 requires that 2010 have not been included as an adjustment to the consideration transferred be measured at unaudited pro forma condensed combined statement of operations as they do not meet the date criteria of having a continuing impact, but are reflected as a reduction to cash and retained earnings on the merger unaudited pro forma condensed combined balance sheet. Fair value is completed, at the then-current market price. ASC 820 defines fair value defined under existing U.S. GAAP standards as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” This is an exit price concept for the valuation of the asset or liability. In addition, market participants are assumed to be buyers and sellers in the principal (or the most advantageous advantageous) market for the asset or liability. Fair value measurements for an asset assume the highest and best use by these market participants. As a result of these standards, we may be required to record assets that we do not intend to use or sell and/or to value assets at fair value measurements that do not reflect our intended use of those assets. Many of these fair value measurements can be highly subjective and it is possible the application of that other professionals, applying reasonable judgment to the same facts and circumstances circumstances, could develop different assumptions resulting in and support a range of alternative estimatesestimated amounts. For purposes of preparing the unaudited The pro forma condensed combined financial statementsadjustments described below have been developed based on management’s judgment, including estimates relating to the consideration paid and the allocation thereof to the assets acquired and liabilities assumed of FutureScripts based on preliminary estimates of fair value. Because valuations of acquired assets and liabilities are in process, and information may become available within the measurement period which indicates a potential change to these valuations, the market purchase price of Anthem common stock was estimated using the closing price of $141.91 on September 25, 2015allocation is subject to adjustment. Since ASC 805 requires fair value measurements at the date of the merger, amounts assumed in these The unaudited pro forma condensed combined financial statements will likely be different than the final amounts recorded at the completion of the merger. Under the acquisition method of accounting, the fair value of the assets acquired are provided for illustrative purposes only and liabilities assumed will be added do not purport to those of Anthem. Financial statements and reported represent what our actual consolidated results of operations of Anthem issued after completion of the merger will reflect these values, but will not be retroactively restated to reflect the historical or consolidated financial position or would have been had the Acquisition occurred on the dates assumed, nor are they necessarily indicative of our future consolidated results of operations of Cigna. ASC 805 requires that acquisition-related transaction costs, such as advisory, legal, valuation and other professional fees, not be included as a component of consideration transferred but should be accounted for as expenses in the periods in which such costs are incurred. Total acquisition-related transaction costs expected to be incurred by Anthem and Cigna are estimated to be $345.0 million and $150.0 million, respectively, none of which had been incurred as of June 30, 2015. Acquisition-related transaction costs expected to be incurred by Anthem include estimated fees related to the bridge facility and estimated costs associated with the issuance of long-term transaction related debt expected to be issued prior to completion of the mergers. Preparation of the pro forma condensed combined balance sheet requires the inclusion of adjustments that are both recurring and nonrecurring, while preparation of the pro forma condensed combined statements of income should only include adjustments that have a continuing impact and therefore, not include material nonrecurring adjustments that result from the transaction, such as the expected acquisition-related transaction costs. As a result, the expected acquisition-related transaction costs have been included in the unaudited pro forma condensed combined balance sheet as of June 30, 2015, as an increase to accounts payable and accrued expenses, with the related tax benefits recognized as an increase in deferred tax assets and the after tax amount included as a decrease to retained earningsor financial position. The unaudited pro forma condensed combined financial statements do not reflect (i) any cost savings from potential divestitures that may occur prior tooperating efficiencies, potential changes to pharmacy network and rebate contracting or subsequent to, any other potential synergies; (ii) any adjustment for the completion new pricing arrangements pursuant to the terms of the merger, new PBM Agreement; or the projected realization of cost reductions from synergies following completion of the merger. These cost reductions are anticipated to result from elimination of certain administrative expenses, as well as network and medical management savings. Although Anthem projects that cost reductions will result from the merger, there can (iii) any incremental costs which may be no assurance that these cost reductions will be achieved. The unaudited pro forma condensed combined financial statements do not reflect any projected restructuring and integration-related costs associated incurred in connection with the cost reductions and no estimates for these potential synergies have been included in the estimate of expected acquisition-related transaction costs discussed above. Such restructuring and integration-related costs will be expensed in the accounting periods when incurred after completion of the merger. In addition, the unaudited pro forma condensed combined financial statements do not reflect any potential debt repayments to reduce Anthem’s debt-to-capital ratio to the low 40% range over the 24 months following the completion of the mergerintegrating FutureScripts.

Basis of Presentation. The unaudited pro forma condensed combined financial statements were statement of operations was prepared using the acquisition method of accounting in accordance with ASC 805under existing U.S. GAAP standards and are based on our historical consolidated financial statements at December 31, 2010, which uses includes the fair value concepts defined in ASC Topic 820financial information of FutureScripts on a consolidated basis for the period September 13, Fair Value Measurements2010 to December 31, referred 2010; financial statements of FutureScripts for the six months ended June 30, 2010; and financial information of FutureScripts for the period from July 1, 2010 through September 12, 2010 as derived using historical financial information of FutureScripts. The unaudited pro forma condensed combined statement of operations for the fiscal year ended December 31, 2010 give effect to the Acquisition as “ASC 820” in this joint proxy statement/prospectusif it had occurred on the first day of the period presented. ASC 805 The acquisition method of accounting under existing U.S. GAAP standards requires, among other things, that all assets acquired, acquired and most liabilities assumed and non-controlling interests be recognized at their fair values as of the date of acquisition date. The transaction fees for the mergerAcquisition are expensed as incurred and were approximately $1.5 million. In addition, ASC 805 requires that the consideration transferred be measured at the date the merger Fair value is completed, at the then-current market price. ASC 820 defines fair value defined under existing U.S. GAAP standards as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” This is an exit price concept for the valuation of the asset or liability. In addition, market participants are assumed to be buyers and sellers in the principal (or the most advantageous advantageous) market for the asset or liability. Fair value measurements for an asset assume the highest and best use by these market participants. As a result of these standards, we may be required to record assets that we do not intend to use or sell and/or to value assets at fair value measurements that do not reflect our intended use of those assets. Many of these fair value measurements can be highly subjective and it is possible the application of that other professionals, applying reasonable judgment to the same facts and circumstances circumstances, could develop different assumptions resulting in and support a range of alternative estimatesestimated amounts. For purposes of preparing the unaudited The pro forma condensed combined financial statementsadjustments described below have been developed based on management’s judgment, including estimates relating to the market price of Anthem common stock was estimated using consideration paid and the closing price of $141.91 on September 25, 2015. Since ASC 805 requires fair value measurements at the date of the merger, amounts assumed in these unaudited pro forma condensed combined financial statements will likely be different than the final amounts recorded at the completion of the merger. Under the acquisition method of accounting, the fair value of allocation thereof to the assets acquired and liabilities assumed will be added of FutureScripts based on preliminary estimates of fair value. Because valuations of acquired assets and liabilities are in process, and information may become available within the measurement period which indicates a potential change to those of Anthem. Financial statements and reported results of operations of Anthem issued after completion of the merger will reflect these values, but will not be retroactively restated to reflect the historical financial position or results of operations of Cigna. ASC 805 requires that acquisition-related transaction costs, such as advisory, legal, valuation and other professional fees, not be included as a component of consideration transferred but should be accounted for as expenses in the periods in which such costs are incurred. Total acquisition-related transaction costs expected to be incurred by Anthem and Cigna are estimated to be $345.0 million and $150.0 million, respectively, none of which had been incurred as of June 30, 2015. Acquisition-related transaction costs expected to be incurred by Anthem include estimated fees related to the bridge facility and estimated costs associated with the issuance of long-term transaction related debt expected to be issued prior to completion of the mergers. Preparation of the pro forma condensed combined balance sheet requires the inclusion of adjustments that are both recurring and nonrecurring, while preparation of the pro forma condensed combined statements of income should only include adjustments that have a continuing impact and therefore, not include material nonrecurring adjustments that result from the transaction, such as the expected acquisition-related transaction costs. As a resultvaluations, the expected acquisition-related transaction costs have been included in the unaudited pro forma condensed combined balance sheet as of June 30, 2015, as an increase purchase price allocation is subject to accounts payable and accrued expenses, with the related tax benefits recognized as an increase in deferred tax assets and the after tax amount included as a decrease to retained earningsadjustment. The unaudited pro forma condensed combined financial statements do statement is provided for illustrative purposes only and does not reflect any potential divestitures that may occur prior topurport to represent what our actual consolidated results of operations or consolidated financial position would have been had the Acquisition occurred on the dates assumed, nor are they necessarily indicative of our future consolidated results of operations or subsequent to, the completion of the merger, or the projected realization of cost reductions from synergies following completion of the merger. These cost reductions are anticipated to result from elimination of certain administrative expenses, as well as network and medical management savings. Although Anthem projects that cost reductions will result from the merger, there can be no assurance that these cost reductions will be achievedfinancial position. The unaudited pro forma condensed combined financial statements do statement does not reflect (i) any projected restructuring cost savings from potential operating efficiencies, potential changes to pharmacy network and integration-related costs associated with rebate contracting or any other potential synergies; (ii) any adjustment for the cost reductions and no estimates for these potential synergies have been included in new pricing arrangements pursuant to the estimate of expected acquisition-related transaction costs discussed above. Such restructuring and integration-related costs will be expensed in the accounting periods when incurred after completion terms of the merger. In addition, the unaudited pro forma condensed combined financial statements do not reflect new PBM Agreement; or (iii) any potential debt repayments to reduce Anthem’s debt-to-capital ratio to the low 40% range over the 24 months following the completion of the mergerincremental costs which may be incurred in connection with integrating FutureScripts.

Basis of Presentation. The unaudited pro forma condensed combined financial statements were and related notes are prepared in accordance with Article 11 of Regulation S-X and present the historical financial information of Recursion and Exscientia and present the pro forma effects of the proposed Transaction and certain transaction accounting adjustments described herein. The historical financial information of Recursion has been prepared in accordance with U.S. GAAP and presented in thousands of USD. Exscientia’s historical financial information has been prepared in accordance with IFRS, as issued by the IASB, presented in thousands of GBP and translated to thousands of USD for condensed combined pro forma financial information purposes. As such, certain IFRS to U.S. GAAP adjustments are included in the unaudited pro forma condensed combined financial information as discussed in Note 4 below. The proposed business combination of Exscientia will be accounted for using the acquisition method of accounting in accordance with as per the provisions of ASC 805, which uses using the fair value concepts defined in ASC Topic 820, 820 — Fair Value Measurements, referred to as Measurement (“ASC 820” in this joint proxy statement/prospectus”), and based on the historical consolidated financial statements of Recursion and the historical consolidated financial statements of Exscientia. Under ASC 805 requires805, among other things, that all assets acquired, and liabilities assumed in a business combination are generally recognized and non-controlling interests be recognized measured at their assumed acquisition date fair values value, while transaction costs and restructuring costs associated with the business combination are expensed as incurred. The excess of preliminary purchase price over the fair value of assets acquired and liabilities assumed, if any, will be recorded in goodwill or a potential bargain purchase gain if the fair value of assets acquired and liabilities assumed are greater than the preliminary purchase price. TABLE OF CONTENTS The pro forma adjustments represent management’s best estimates and are based upon available information as of October 2, 2024 and certain assumptions that the date management of Recursion believes are reasonable under the mergercircumstances. The unaudited condensed combined pro forma financial statements are not necessarily indicative of what the combined company’s financial position or results of operations would have been had the proposed Transaction been completed on the dates indicated. In addition, ASC 805 requires that the consideration transferred be measured at unaudited pro forma condensed combined financial information does not purport to project the date the merger is completed, at the then-current market price. ASC 820 defines fair value as “the price that would be received to sell an asset future financial position or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” This is an exit price concept for the valuation operating results of the asset or liabilitycombined company. In addition, market participants are assumed to be buyers There were no material transactions between Recursion and sellers Exscientia during the periods presented in the most advantageous market for the asset or liability. Fair value measurements for an asset assume the highest and best use by these market participants. Many of these fair value measurements can be highly subjective and it is possible the application of reasonable judgment to the same facts and circumstances could develop different assumptions resulting in a range of alternative estimatesunaudited pro forma condensed combined financial statements. For purposes of preparing the unaudited pro forma condensed combined financial statementsinformation, the market price of Anthem common stock was estimated using the closing price of $141.91 on September 25, 2015. Since ASC 805 requires fair value measurements at the date of the merger, amounts assumed in these unaudited pro forma condensed combined financial statements will likely be different than the final amounts recorded at the completion of the merger. Under the acquisition method of accounting, the fair value of the assets acquired and liabilities assumed will be added to those of Anthem. Financial statements and reported results of operations of Anthem issued after completion of the merger will reflect these values, but will not be retroactively restated to reflect the historical financial position or results information of operations of Cigna. ASC 805 requires that acquisition-Exscientia and related transaction costs, such pro forma adjustments were translated from GBP to USD using the following historical exchange rates as advisory, legal, valuation posted by the Federal Reserve: ​ ​ ​ £ / $ ​ Balance sheet and other professional fees, not be included as a component of consideration transferred but should be accounted for as expenses in the periods in which such costs are incurred. Total acquisition-related transaction costs expected to be incurred by Anthem and Cigna are estimated to be $345.0 million and $150.0 million, respectively, none of which had been incurred adjustments as of June 30, 2015. Acquisition-related transaction costs expected to be incurred by Anthem include estimated fees related to the bridge facility and estimated costs associated with the issuance of long-term transaction related debt expected to be issued prior to completion of the mergers. Preparation of the pro forma condensed combined balance sheet requires the inclusion of adjustments that are both recurring and nonrecurring, while preparation of the pro forma condensed combined statements of income should only include adjustments that have a continuing impact and therefore, not include material nonrecurring adjustments that result from the transaction, such as the expected acquisition-related transaction costs. As a result, the expected acquisition-related transaction costs have been included in the unaudited pro forma condensed combined balance sheet 2024: period end exchange rate as of June 30, 20152024 ​ ​ ​ ​ 1.264 ​ ​ Statement of operations and related adjustments for the year ended December 31, as an increase to accounts payable 2023: average exchange rate for that period ​ ​ ​ ​ 1.244 ​ ​ Statement of operations and accrued expensesrelated adjustments for the six months ended June 30, with the related tax benefits recognized as an increase in deferred tax assets and the after tax amount included as a decrease to retained earnings. The unaudited pro forma condensed combined financial statements do not reflect any potential divestitures 2024: average exchange rate for that may occur prior to, or subsequent to, the completion of the merger, or the projected realization of cost reductions from synergies following completion of the merger. These cost reductions are anticipated to result from elimination of certain administrative expenses, as well as network and medical management savings. Although Anthem projects that cost reductions will result from the merger, there can be no assurance that these cost reductions will be achieved. The unaudited pro forma condensed combined financial statements do not reflect any projected restructuring and integration-related costs associated with the cost reductions and no estimates for these potential synergies have been included in the estimate of expected acquisition-related transaction costs discussed above. Such restructuring and integration-related costs will be expensed in the accounting periods when incurred after completion of the merger. In addition, the unaudited pro forma condensed combined financial statements do not reflect any potential debt repayments to reduce Anthem’s debt-to-capital ratio to the low 40% range over the 24 months following the completion of the merger.period ​ ​ ​ ​ 1.265 ​ ​

Basis of Presentation. The unaudited pro forma condensed combined financial statements were prepared using the acquisition method of accounting in accordance with and are based on the historical consolidated financial statements of Cigna and Express Scripts for the year ended December 31, 2017 and as of and for the three months ended March 31, 2018. Historical results will reflect non-recurring items and, for the three months ended March 31, 2018, business seasonality. The acquisition method of accounting is based on ASC 805, which Business Combinations, and uses the fair value concepts defined in ASC Topic 820, Fair Value Measurements, referred to as “ASC 820” in this joint proxy statement/prospectusMeasurement. ASC 805 requires, among other things, that most assets acquired, acquired and liabilities assumed and non-controlling interests be recognized at their fair values as of the date of the mergeracquisition date. In addition, ASC 805 requires that the consideration transferred be measured at the date the merger is completed, effective time at the then-current market price. This requirement will likely result in a per share equity component that is different from the amount assumed in these unaudited pro forma condensed combined financial statements, since the market price of the shares of Cigna common stock at the effective time is likely to be different than the $171.79 market price that was used in the preparation of the unaudited pro forma condensed combined financial statements. The market price of $171.79 was based upon the closing price of shares of Cigna common stock on the NYSE on July 11, 2018, the latest practicable date prior to the date of this joint proxy statement/prospectus. ASC 820 defines the term ‘‘fair value,’’ sets forth the valuation requirements for any asset or liability measured at fair value, expands related disclosure requirements and specifies a hierarchy of valuation techniques based on the nature of the inputs used to develop the fair value measures. Fair value is defined in ASC 820 as “‘‘the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” ’’ This is an exit price concept for the valuation of the asset or liability. In addition, market participants are assumed to be buyers and sellers in the principal (or the most advantageous advantageous) market for the asset or liability. Fair value measurements for an asset assume the highest and best use by these market participants. As a result of these standards, New Cigna may be required to record the fair value of assets which are not intended to be used or sold and/or to value assets at fair value measures that do not reflect New Cigna’s intended use of those assets. Many of these fair value measurements can be highly subjective subjective, and it is possible the application of that other professionals, applying reasonable judgment to the same facts and circumstances circumstances, could develop different assumptions resulting in and support a range of alternative estimates. For purposes of preparing the unaudited pro forma condensed combined financial statements, the market price of Anthem common stock was estimated using the closing price of $141.91 on September 25, 2015. Since ASC 805 requires fair value measurements at the date of the merger, amounts assumed in these unaudited pro forma condensed combined financial statements will likely be different than the final amounts recorded at the completion of the mergeramounts. Under the acquisition method of accounting, the fair value of the assets acquired and liabilities assumed will be recorded, as of completion of the mergers, primarily at their respective fair values and added to those of AnthemCigna. Financial statements and reported results of operations of Anthem New Cigna issued after completion of the merger mergers will reflect these values, but will not be retroactively restated to reflect the historical financial position or results of operations of CignaExpress Scripts. Under ASC 805 requires that 805, acquisition-related transaction costscosts (e.g., such as advisory, legal, valuation legal and other professional fees, ) are not be included as a component of consideration transferred but should be are accounted for as expenses in the periods in which such costs are incurred. Acquisition-related transaction costs expected to be incurred by Cigna include estimated fees related to a bridge financing commitment and agreement. Total acquisition-related transaction costs expected to be incurred by Anthem Cigna and Cigna Express Scripts are estimated to be approximately $345.0 430 million and $150.0 120 million, respectively. During the three months ended March 31, none 2018, Cigna incurred $48 million before-tax and Express Scripts incurred $20 million before-tax of acquisition-related transaction costs, which had have been incurred excluded from the pro forma combined income statement for the three months ended March 31, 2018. During the year ended December 31, 2017, Cigna and Express Scripts did not incur any material acquisition-related transaction costs. The unaudited pro forma condensed combined balance sheet as of June 30March 31, 20152018 is required to include adjustments which give effect to events that are directly attributable to the mergers regardless of whether they are expected to have a continuing impact on the combined results or are non-recurring. AcquisitionTherefore, acquisition-related transaction costs expected to be incurred by Anthem include estimated fees related Cigna and Express Scripts subsequent to the bridge facility March 31, 2018 of approximately $380 million and estimated costs associated with the issuance of long-term transaction related debt expected to be issued prior to completion of the mergers. Preparation of the $100 million, respectively, are reflected as a pro forma condensed combined balance sheet requires the inclusion of adjustments that are both recurring and nonrecurring, while preparation of the pro forma condensed combined statements of income should only include adjustments that have a continuing impact and therefore, not include material nonrecurring adjustments that result from the transaction, such as the expected acquisition-related transaction costs. As a result, the expected acquisition-related transaction costs have been included in adjustment to the unaudited pro forma condensed combined balance sheet as of June 30March 31, 20152018, presented as an increase to accounts payable accrued expenses and accrued expenses, with the related other current liabilities and an after-tax benefits recognized as an increase in deferred tax assets and the after tax amount included as a impact decrease to retained earnings. The unaudited pro forma condensed combined financial statements do not reflect any potential required divestitures that may occur prior to, or subsequent to, the completion of the merger, or the projected realization of cost reductions from synergies savings following completion of the mergermergers. These cost reductions savings opportunities are anticipated to result from elimination of certain administrative expenses, cost savings as well as network and reduced health care costs due to medical management savingsmanagement. Although Anthem Cigna projects that cost reductions savings will result from the mergermergers, there can be no assurance that these cost reductions savings will be achieved. The unaudited pro forma condensed combined financial statements do not reflect any projected pre-tax restructuring and integration-related costs associated with the projected annual cost reductions and no estimates for these potential synergies have been included in the estimate of expected acquisition-related transaction costs discussed abovesavings. Such The restructuring and integration-related costs will be expensed in the appropriate accounting periods when incurred after completion of the mergermergers. In addition, the The unaudited pro forma condensed combined financial statements do not reflect any potential debt repayments to reduce Anthem’s debt-to-capital ratio to the low 40% range over the 24 months following the completion of the mergerchanges in applicable law (including applicable tax law) after March 31, 2018.

Basis of Presentation. The unaudited pro forma condensed combined financial statements were and related notes are prepared in accordance with Article 11 of Regulation S-X and present the historical financial information of Recursion and Exscientia and present the pro forma effects of the proposed Transaction and certain transaction accounting adjustments described herein. The historical financial information of Recursion has been prepared in accordance with U.S. GAAP and presented in thousands of USD. Exscientia’s historical financial information has been prepared in accordance with IFRS, as issued by the IASB, presented in thousands of GBP and translated to thousands of USD for condensed combined pro forma financial information purposes. As such, certain IFRS to U.S. GAAP adjustments are included in the unaudited pro forma condensed combined financial information as discussed in Note 4 below. The proposed business combination of Exscientia will be accounted for using the acquisition method of accounting in accordance with as per the provisions of ASC 805, which uses using the fair value concepts defined in ASC Topic 820, 820 – Fair Value Measurements, referred to as Measurement (“ASC 820” in this joint proxy statement/prospectus”), and based on the historical consolidated financial statements of Recursion and the historical consolidated financial statements of Exscientia. Under ASC 805 requires805, among other things, that all assets acquired, and liabilities assumed in a business combination are generally recognized and non-controlling interests be recognized measured at their assumed acquisition date fair values value, while transaction costs and restructuring costs associated with the business combination are expensed as incurred. The excess of preliminary purchase price over the fair value of assets acquired and liabilities assumed, if any, will be recorded in goodwill or a potential bargain purchase gain if the fair value of assets acquired and liabilities assumed are greater than the preliminary purchase price. The pro forma adjustments represent management’s best estimates and are based upon available information as of August 27, 2024 and certain assumptions that the date management of Recursion believes are reasonable under the mergercircumstances. The unaudited condensed combined pro forma financial statements are not necessarily indicative of what the combined company’s financial position or results of operations would have been had the proposed Transaction been completed on the dates indicated. In addition, ASC 805 requires that the consideration transferred be measured at unaudited pro forma condensed combined financial information does not purport to project the date the merger is completed, at the then-current market price. ASC 820 defines fair value as “the price that would be received to sell an asset future financial position or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” This is an exit price concept for the valuation operating results of the asset or liabilitycombined company. In addition, market participants are assumed to be buyers There were no material transactions between Recursion and sellers Exscientia during the periods presented in the most advantageous market for the asset or liability. Fair value measurements for an asset assume the highest and best use by these market participants. Many of these fair value measurements can be highly subjective and it is possible the application of reasonable judgment to the same facts and circumstances could develop different assumptions resulting in a range of alternative estimatesunaudited pro forma condensed combined financial statements. For purposes of preparing the unaudited pro forma condensed combined financial statementsinformation, the market price of Anthem common stock was estimated using the closing price of $141.91 on September 25, 2015. Since ASC 805 requires fair value measurements at the date of the merger, amounts assumed in these unaudited pro forma condensed combined financial statements will likely be different than the final amounts recorded at the completion of the merger. Under the acquisition method of accounting, the fair value of the assets acquired and liabilities assumed will be added to those of Anthem. Financial statements and reported results of operations of Anthem issued after completion of the merger will reflect these values, but will not be retroactively restated to reflect the historical financial position or results information of operations of Cigna. ASC 805 requires that acquisition-Exscientia and related transaction costs, such pro forma adjustments were translated from GBP to USD using the following historical exchange rates as advisory, legal, valuation posted by the Federal Reserve: Balance sheet and other professional fees, not be included as a component of consideration transferred but should be accounted for as expenses in the periods in which such costs are incurred. Total acquisition-related transaction costs expected to be incurred by Anthem and Cigna are estimated to be $345.0 million and $150.0 million, respectively, none of which had been incurred adjustments as of June 30, 2015. Acquisition-related transaction costs expected to be incurred by Anthem include estimated fees related to the bridge facility and estimated costs associated with the issuance of long-term transaction related debt expected to be issued prior to completion of the mergers. Preparation of the pro forma condensed combined balance sheet requires the inclusion of adjustments that are both recurring and nonrecurring, while preparation of the pro forma condensed combined statements of income should only include adjustments that have a continuing impact and therefore, not include material nonrecurring adjustments that result from the transaction, such as the expected acquisition-related transaction costs. As a result, the expected acquisition-related transaction costs have been included in the unaudited pro forma condensed combined balance sheet 2024: period end exchange rate as of June 30, 20152024 1.264 Statement of operations and related adjustments for the year ended December 31, as an increase 2023: average exchange rate for that period 1.244 Statement of operations and related adjustments for the six months ended June 30, 2024: average exchange rate for that period 1.265 Certain reclassifications were made to accounts align Exscientia’s financial statement presentation with that of Recursion’s based on interim unaudited condensed consolidated financial information available June 30, 2024, including the impact of currency conversion. Cash and cash equivalents 139,327 $ 176,109 $ — $ 176,109 Cash and cash equivalents Short term bank deposits 153,457 193,970 — 193,970 Short term bank deposits Trade receivables 234 296 — 296 Trade receivables Other receivables 14,667 18,539 — 18,539 Other receivables Current tax assets 32,507 41,089 — 41,089 Current tax assets Property, plant, and equipment, net 44,078 55,715 — 55,715 Property and equipment, net Right-of-use assets, net 17,736 22,418 — 22,418 Financing lease right-of-use assets Other intangible assets, net 25,736 32,530 — 32,530 Intangible assets, net Goodwill 6,048 7,645 — 7,645 Goodwill Other receivables 657 830 — 830 Other receivables Deferred tax asset, net 749 947 — 947 Deferred tax asset, net Investment in joint venture 436 551 — 551 Other assets, non-current Investments in equity instruments 2,145 2,711 — 2,711 Other assets, non-current Trade payables 7,750 $ 9,796 $ — $ 9,796 Accounts payable Contract liabilities and other advances 21,986 27,790 (2,238) 25,552 Unearned revenue — — 2,238 2,238 Accrued expenses and other liabilities Lease liabilities 4,060 5,132 — 5,132 Notes payable and accrued expensesfinancing lease liabilities Other payables 23,581 29,806 — 29,806 Accrued expenses and other liabilities Non-current liabilities — Contract liabilities and other advances 60,578 76,571 — 76,571 Unearned revenue, with the related non-current Loans 299 378 — 378 Notes payable and financing lease liabilities, non-current Lease liabilities 17,027 21,522 — 21,522 Notes payable and financing lease liabilities, non-current Deferred tax benefits recognized as an increase in deferred liability, net 5,097 6,443 — 6,443 Deferred tax assets and the after tax amount included as a decrease to retained earnings. The unaudited pro forma condensed combined financial statements do not reflect any potential divestitures that may occur prior toliabilities Provisions 1,364 1,724 — 1,724 Other liabilities, or subsequent to, the completion of the merger, or the projected realization of cost reductions from synergies following completion of the merger. These cost reductions are anticipated to result from elimination of certain administrative expenses, as well as network and medical management savings. Although Anthem projects that cost reductions will result from the merger, there can be no assurance that these cost reductions will be achieved. The unaudited pro forma condensed combined financial statements do not reflect any projected restructuring and integrationnon-related costs associated with the cost reductions and no estimates for these potential synergies have been included in the estimate of expected acquisitioncurrent Share capital 64 81 — 81 Common stock Share premium 364,658 460,928 — 460,928 Additional paid-related transaction costs discussed above. Such restructuring and integration-related costs will be expensed in the accounting periods when incurred after completion of the merger. In addition, the unaudited pro forma condensed combined financial statements do not reflect any potential debt repayments to reduce Anthem’s debt-toin-capital ratio to the low 40% range over the 24 months following the completion Capital redemption reserve 3 4 — 4 Additional paid-in-capital Foreign exchange reserve (672) (849) — (849) Accumulated other comprehensive income (loss) Share-based payment reserve 35,975 45,472 — 45,472 Additional paid-in-capital Fair value reserve (199) (252) — (252) Accumulated other comprehensive income (loss) Merger Reserve 54,213 68,525 — 68,525 Additional paid-in-capital Accumulated losses (158,007) (199,721) — (199,721) Accumulated deficit Revenue 9,709 12,282 — 12,282 Operating revenue Cost of the merger.sales 15,166 19,185 — 19,185 Cost of revenue Research and development expenses 48,672 61,570 — 61,570 Research and development General and administrative expenses 20,232 25,593 — 25,593 General and administrative Foreign exchange gains (927) (1,173) — (1,173) Foreign exchange gains Finance income (7,704) (9,746) — (9,746) Other income, net Finance expense 562 711 — 711 Other income, net Other income (7,216) (9,128) — (9,128) Other income, net Share of loss of joint venture 924 1,169 — 1,169 Other income, net Income tax benefit (2,754) (3,484) — (3,484) Income tax benefit Foreign currency (loss)/gain on translation of foreign operations (1,164) (1,472) — (1,472) Foreign currency (loss)/gain on translation of foreign operations Revenue 20,079 24,978 — 24,978 Operating revenue Cost of sales 27,403 34,089 — 34,089 Cost of revenue Research and development expenses 128,444 159,784 — 159,784 Research and development General and administrative expenses 45,331 56,392 — 56,392 General and administrative Foreign exchange losses 1,541 1,917 — 1,917 Foreign exchange losses Finance income (16,628) (20,685) — (20,685) Other income, net Finance expense 1,067 1,327 — 1,327 Other income, net Other income (6,636) (8,255) — (8,255) Other income, net Share of loss of joint venture 1,645 2,046 — 2,046 Other income, net Income tax benefit (16,125) (20,059) — (20,059) Income tax benefit Foreign currency (loss)/gain on translation of foreign operations (1,332) (1,657) — (1,657) Foreign currency (loss)/gain on translation of foreign operations

Basis of Presentation. The unaudited pro forma condensed combined consolidated financial statements were prepared in accordance with Securities and Exchange Commission Regulation S-X Article 11, using the acquisition purchase method of accounting based on ASC 805, Business Combinations, as amended, which Trident adopted on July 1, 2009, and are based on the historical financial statements of Trident and the Business of NXP after giving effect to the cash to be paid and the stock to be issued by Trident to consummate the Acquisition, as well as pro forma adjustments. The prior May 2009 acquisition of selected assets of the FRC, DRX, and audio decoder product lines from the Consumer Division of Micronas Semiconductor Holding AG is presented in accordance with ASC 805, which uses the fair value concepts defined in ASC Topic 820, Fair Value Measurements, referred to as “ASC 820” in this joint proxy statement/prospectus. ASC 805 requires, among other things, that most assets acquired, acquired and liabilities assumed and non-controlling interests be recognized at their fair values values, as determined in accordance with ASC 820, Fair Value Measurements, as of the acquisition date and that the fair value of acquired in-process research and development be recorded on the balance sheet regardless of the mergerlikelihood of success as of the acquisition date. In addition, ASC 805 requires establishes that the consideration transferred be measured at the closing date of the merger is completed, asset acquisition at the then-current market price, which may be different than the amount of consideration assumed in these unaudited pro forma condensed combined consolidated financial statements. ASC 820 820, as amended, defines the term “fair value” and sets forth the valuation requirements for any asset or liability measured at fair value, expands related disclosure requirements and specifies a hierarchy of valuation techniques based on the nature of the inputs used to develop the fair value measures. Fair value is defined in ASC 820, as amended, as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” This is an exit price concept for the valuation of the asset or liability. In addition, market participants are assumed to be buyers and sellers in the principal (or the most advantageous advantageous) market for the asset or liability. Fair value measurements for an asset assume the highest and best use by these market participants. As a result of these standards, Trident may be required to record assets which are not intended to be used or sold and/or to value assets at fair value measures that do not reflect Trident ’s intended use of those assets. Many of these fair value measurements can be highly subjective and it is also possible the application of that other professionals, applying reasonable judgment to the same facts and circumstances circumstances, could develop different assumptions resulting in and support a range of alternative estimates. For purposes of preparing the unaudited pro forma condensed combined financial statements, the market price of Anthem common stock was estimated using the closing price of $141.91 on September 25, 2015. Since ASC 805 requires fair value measurements at the date of the merger, amounts assumed in these unaudited pro forma condensed combined financial statements will likely be different than the final amounts recorded at the completion of the mergeramounts. Under the acquisition purchase method of accounting, the fair value of the assets acquired and liabilities assumed will be recorded as of the completion of the asset acquisition, primarily at their respective fair values and added to those of AnthemTrident. Financial statements and reported results of operations of Anthem Trident issued after completion of the merger asset acquisition will reflect these values, but will not be retroactively restated to reflect the historical financial position or results of operations of Cigna. ASC 805 requires that acquisition-related transaction costs, such as advisory, legal, valuation and other professional fees, not be included as a component the Business of consideration transferred but should be accounted for as expenses in the periods in which such costs are incurred. Total acquisition-related transaction costs expected to be incurred by Anthem and Cigna are estimated to be $345.0 million and $150.0 million, respectively, none of which had been incurred as of June 30, 2015. Acquisition-related transaction costs expected to be incurred by Anthem include estimated fees related to the bridge facility and estimated costs associated with the issuance of long-term transaction related debt expected to be issued prior to completion of the mergers. Preparation of the pro forma condensed combined balance sheet requires the inclusion of adjustments that are both recurring and nonrecurring, while preparation of the pro forma condensed combined statements of income should only include adjustments that have a continuing impact and therefore, not include material nonrecurring adjustments that result from the transaction, such as the expected acquisition-related transaction costs. As a result, the expected acquisition-related transaction costs have been included in the unaudited pro forma condensed combined balance sheet as of June 30, 2015, as an increase to accounts payable and accrued expenses, with the related tax benefits recognized as an increase in deferred tax assets and the after tax amount included as a decrease to retained earningsNXP. The unaudited pro forma condensed combined financial statements do not reflect any potential divestitures that may occur prior toconsolidated balance sheet is presented as if the acquisition had occurred on September 30, or subsequent to, the completion of the merger, or the projected realization of cost reductions from synergies following completion of the merger. These cost reductions are anticipated to result from elimination of certain administrative expenses, as well as network and medical management savings. Although Anthem projects that cost reductions will result from the merger, there can be no assurance that these cost reductions will be achieved2009. The unaudited pro forma condensed combined financial consolidated statements do not reflect any projected restructuring of operations for the three months ended September 30, 2009 and integration-related costs associated with the cost reductions and no estimates for these potential synergies have been included in twelve months ended June 30, 2009 are presented as if the estimate of expected acquisition had occurred on July 1, 2008. The purchase consideration is presented when the acquisition was completed on February 8, 2010. Under ASC 805, acquisition-related transaction costs discussed above. Such restructuring (i.e., advisory, legal, valuation, other professional fees) and integrationcertain acquisition-related costs will be restructuring charges impacting the target company are expensed in the accounting periods when period in which the costs are incurred. Total advisory, legal, regulatory, and valuation costs incurred after completion of by Trident were approximately $2.8 million, $4.5 million and $3.7 million for the merger. In additionthree months ended September 30, the unaudited pro forma condensed combined financial statements do not reflect any potential debt repayments to reduce Anthem’s debt-to-capital ratio to the low 40% range over the 24 months following the completion of the merger2009, December 31, 2009 and March 31, 2010, respectively.