Common use of Basis of Pro Forma Presentation Clause in Contracts

Basis of Pro Forma Presentation. The Statements have been derived from the audited historical consolidated financial statements of Xxxxx and Tudou. Certain financial statement line items included in Xxxxx's historical presentation have been disaggregated or condensed to conform to corresponding financial statement line items included in Youku's historical presentation. These include: business taxes, share based compensation expenses, selling and general administrative expenses relating to product development, professional content licensed, and intangible assets related to purchased software. Additionally, based on Xxxxx's review of Xxxxx's publicly disclosed summary of significant accounting policies and preliminary discussions with Tudou management, the nature and amount of any adjustments to the historical financial statements of Tudou to conform its accounting policies to those of Youku are not expected to be material. Prior to and following the completion of the Merger, further review of Xxxxx's accounting policies and financial statements may result in revisions to Tudou's policies and classifications to conform to those of Youku, which could have a material impact on Youku's actual future financial condition and results of operations as compared to the Pro Forma Balance Sheet and Pro Forma Statement of Operations included in this joint proxy statement/prospectus. The Merger is reflected in the Statements as an acquisition of Tudou by Youku using the acquisition method of accounting in accordance with business combination accounting guidance under U.S. GAAP. Under these accounting standards, the total estimated purchase price will be calculated as described in Note 3 to the Statements, and the assets acquired and the liabilities assumed will be measured at estimated fair value. For the purpose of measuring the estimated fair value of the assets acquired and liabilities assumed, Youku has applied the accounting guidance under U.S. GAAP for fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The fair value measurements utilize estimates based on key assumptions in connection with the Merger, including historical and current market data. The unaudited pro forma adjustments included in this joint proxy statement/prospectus are preliminary and will be revised at the effective time of the Merger as additional information becomes available and as valuation work is performed. The final purchase price allocation will be determined after the completion of the Merger, and the final allocations may differ materially from those presented.

Basis of Pro Forma Presentation. The Statements have been derived from accompanying unaudited pro forma condensed combined financial statements give effect to the audited Mergers and related financings. The unaudited pro forma financial information is based on the historical consolidated financial statements of Xxxxx AmSurg and TudouEnvision, and the assumptions and adjustments set forth in these notes. Certain The unaudited pro forma financial statement line items included in Xxxxx's historical presentation information is provided for informational purposes only and is based on available information and assumptions that XxXxxx believes are reasonable. It does not purport to represent what the actual consolidated results of operations or the consolidated financial position of Newco would have been disaggregated had the Mergers occurred on the dates indicated, nor is it necessarily indicative of future consolidated results of operations or condensed to conform to corresponding consolidated financial statement line items included in Youku's historical presentationposition. These include: business taxes, share based compensation expenses, selling and general administrative expenses relating to product development, professional content licensed, and intangible assets related to purchased software. Additionally, based on Xxxxx's review of Xxxxx's publicly disclosed summary of significant accounting policies and preliminary discussions with Tudou management, the nature and amount of any adjustments to the historical The actual financial statements of Tudou to conform its accounting policies to those of Youku are not expected to be material. Prior to and following the completion of the Merger, further review of Xxxxx's accounting policies and financial statements may result in revisions to Tudou's policies and classifications to conform to those of Youku, which could have a material impact on Youku's actual future financial condition position and results of operations as compared will differ, perhaps significantly, from the pro forma amounts reflected herein due to a variety of factors, including access to additional information, changes in value not currently identified and changes in operating results following the date of the pro forma financial information. Merger-related pro forma adjustments are included only to the Pro Forma Balance Sheet extent they are (i) directly attributable to the Mergers, (ii) factually supportable and Pro Forma Statement (iii) with respect to the statements of Operations included in this joint proxy statement/prospectusearnings, expected to have a continuing impact on the combined results. The Merger is reflected in unaudited pro forma condensed combined financial information does not reflect any cost savings from operating efficiencies or revenue synergies that could result from the Statements as an acquisition of Tudou by Youku Mergers. The Mergers will be accounted for using the acquisition method of accounting in accordance with business combination XxXxxx considered the accounting guidance under U.S. GAAPacquirer. Under these accounting standards, The unaudited pro forma financial information reflects the total estimated purchase price will be calculated as described in Note 3 preliminary assessment of fair values and useful lives assigned to the Statements, and the assets acquired and the liabilities assumed will be measured at estimated fair value. For the purpose of measuring the estimated fair value of the assets acquired and liabilities assumed, Youku has applied the accounting guidance under U.S. GAAP for fair value measurements. Fair value is defined as estimates were determined based on preliminary discussions between AmSurg and Envision, due diligence efforts and information available in public filings. The detailed valuation studies necessary to arrive at the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as required estimates of the measurement datefair values for the Envision assets acquired and liabilities assumed have not been completed. Significant assets and liabilities that are subject to preparation of valuation studies to determine appropriate fair value adjustments include but are not limited to property and equipment, identifiable intangible assets, debt obligations, and non-redeemable noncontrolling interests. The fair value measurements utilize estimates based on key assumptions in connection with of cash, receivables and other assets and liabilities is assumed to equal Envision's historical carrying value due to either the Merger, including historical and current market data. The unaudited pro forma adjustments included in this joint proxy statement/prospectus are preliminary and will be revised at the effective time liquid nature or short duration of the Merger as additional information becomes available and as valuation work is performed. The final asset or liability, or based upon the overall immateriality to the purchase price allocation allocation. Changes to the fair values of these assets and liabilities will also result in changes to goodwill and deferred income tax liabilities, which could be determined after the completion of the Merger, and the final allocations may differ materially from those presentedmaterial.

Basis of Pro Forma Presentation. The Statements have been derived from accompanying unaudited pro forma condensed combined financial statements give effect to the audited Mergers and related financings. The unaudited pro forma financial information is based on the historical consolidated financial statements of Xxxxx AmSurg and TudouEnvision, and the assumptions and adjustments set forth in these notes. Certain The unaudited pro forma financial statement line items included in Xxxxx's historical presentation information is provided for informational purposes only and is based on available information and assumptions that XxXxxx believes are reasonable. It does not purport to represent what the actual consolidated results of operations or the consolidated financial position of Newco would have been disaggregated had the Mergers occurred on the dates indicated, nor is it necessarily indicative of future consolidated results of operations or condensed to conform to corresponding consolidated financial statement line items included in Youku's historical presentationposition. These include: business taxes, share based compensation expenses, selling and general administrative expenses relating to product development, professional content licensed, and intangible assets related to purchased software. Additionally, based on Xxxxx's review of Xxxxx's publicly disclosed summary of significant accounting policies and preliminary discussions with Tudou management, the nature and amount of any adjustments to the historical The actual financial statements of Tudou to conform its accounting policies to those of Youku are not expected to be material. Prior to and following the completion of the Merger, further review of Xxxxx's accounting policies and financial statements may result in revisions to Tudou's policies and classifications to conform to those of Youku, which could have a material impact on Youku's actual future financial condition position and results of operations as compared will differ, perhaps significantly, from the pro forma amounts reflected herein due to a variety of factors, including access to additional information, changes in value not currently identified and changes in operating results following the date of the pro forma financial information. Merger-related pro forma adjustments are included only to the Pro Forma Balance Sheet extent they are (i) directly attributable to the Mergers, (ii) factually supportable and Pro Forma Statement (iii) with respect to the statements of Operations included in this joint proxy statement/prospectusearnings, expected to have a continuing impact on the combined results. The Merger is reflected in unaudited pro forma condensed combined financial information does not reflect any cost savings from operating efficiencies or revenue synergies that could result from the Statements as an acquisition of Tudou by Youku Mergers. The Mergers will be accounted for using the acquisition method of accounting in accordance with business combination XxXxxx considered the accounting guidance under U.S. GAAPacquirer. Under these accounting standards, The unaudited pro forma financial information reflects the total estimated purchase price will be calculated as described in Note 3 preliminary assessment of fair values and useful lives assigned to the Statements, and the assets acquired and the liabilities assumed will be measured at estimated fair value. For the purpose of measuring the estimated fair value of the assets acquired and liabilities assumed, Youku has applied the accounting guidance under U.S. GAAP for fair value measurements. Fair value is defined as estimates were determined based on preliminary discussions between AmSurg and Envision, due diligence efforts and information available in public filings. The detailed valuation studies necessary to arrive at the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as required estimates of the measurement datefair values for the Envision assets acquired and liabilities assumed have not been completed. Significant assets and liabilities that are subject to preparation of valuation studies to determine appropriate fair value adjustments include but are not limited to property and equipment, identifiable intangible assets, debt obligations, and non-redeemable noncontrolling interests. The fair value measurements utilize estimates based on key assumptions in connection with of cash, receivables and other assets and liabilities is assumed to equal Envision’s historical carrying value due to either the Merger, including historical and current market data. The unaudited pro forma adjustments included in this joint proxy statement/prospectus are preliminary and will be revised at the effective time liquid nature or short duration of the Merger as additional information becomes available and as valuation work is performed. The final asset or liability, or based upon the overall immateriality to the purchase price allocation allocation. Changes to the fair values of these assets and liabilities will also result in changes to goodwill and deferred income tax liabilities, which could be determined after the completion of the Merger, and the final allocations may differ materially from those presentedmaterial.

Basis of Pro Forma Presentation. The Statements have accompanying unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X and has been derived from the audited historical consolidated and unaudited financial statements of Xxxxx Tenneco and TudouFederal-Mogul. Certain The financial statement line items included information has been adjusted in Xxxxx's historical presentation have been disaggregated or the accompanying unaudited pro forma condensed combined financial information to conform give effect to corresponding financial statement line items included in Youku's historical presentation. These include: business taxes, share based compensation expenses, selling and general administrative expenses relating to product development, professional content licensed, and intangible assets related to purchased software. Additionally, based on Xxxxx's review of Xxxxx's publicly disclosed summary of significant accounting policies and preliminary discussions with Tudou management, the nature and amount of any adjustments pro forma events that are (1) directly attributable to the historical financial Transaction, (2) factually supportable and (3) with respect to the unaudited pro forma condensed combined statements of Tudou to conform its accounting policies to those of Youku are not income, expected to be material. Prior to and following the completion of the Merger, further review of Xxxxx's accounting policies and financial statements may result in revisions to Tudou's policies and classifications to conform to those of Youku, which could have a material continuing impact on Youku's actual future financial condition and the combined results of operations as compared to the Pro Forma Balance Sheet and Pro Forma Statement of Operations included in this joint proxy statement/prospectusTenneco. The Merger is reflected in the Statements as an acquisition of Tudou by Youku unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting in accordance with business combination accounting guidance under U.S. GAAP. Under these accounting standardsASC 805, the total estimated purchase price will be calculated as described in Note 3 to the Statementswhich requires, and the assets acquired and the liabilities assumed will be measured at estimated fair value. For the purpose of measuring the estimated fair value of the among other things, that assets acquired and liabilities assumedassumed in a business combination be recognized at their fair values as of the acquisition date. The acquisition method of accounting, Youku has applied in accordance with ASC 805, uses the accounting guidance fair value concepts defined in ASC 820, “Fair Value Measurement” (“ASC 820”). ASC 820 defines fair value, establishes the framework for measuring fair value for any asset acquired or liability assumed under U.S. GAAP for GAAP, expands disclosures about fair value measurements, and specifies a hierarchy of valuation techniques based on the nature of the inputs used to develop the fair value measurements. 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 an asset or liability. Market participants are assumed to be buyers or sellers in the most advantageous market for the asset or liability. Fair value measurement for an asset assumes the highest and best use by these market participants, and as a result, assets may be required to be recorded which are not intended to be used or sold. Additionally, the fair value may not reflect management’s intended use for those assets. Fair value measurements can be highly subjective and it is possible the application of reasonable judgment could develop different assumptions resulting in a range of alternative estimates using the same facts and circumstances. Fair value estimates were determined based on preliminary discussions between Tenneco and Federal-Mogul management, due diligence efforts, and information available in public filings. The allocation of the aggregate transaction consideration used in the preliminary unaudited pro forma condensed combined financial information is based on preliminary estimates. The estimates and assumptions are subject to change as of the measurement dateeffective time of the closing of the Transaction. The fair value measurements utilize estimates final determination of the allocation of the aggregate transaction consideration will be based on key assumptions in connection with the Merger, including historical actual tangible and current market data. The unaudited pro forma adjustments included in this joint proxy statement/prospectus are preliminary intangible assets and will be revised the liabilities of Federal-Mogul at the effective time of the Merger as additional information becomes available Transaction (see Note 5). Federal-Mogul’s assets acquired and as valuation work liabilities assumed will be recorded at their fair value at the transaction date. ASC 805 establishes that the consideration transferred shall be measured at the closing date of the transaction at the then-current market price. This particular requirement will likely result in a per share equity component that is performeddifferent from the amount assumed in this unaudited pro forma condensed combined financial information. The final purchase consideration for Tenneco’s acquisition of Federal-Mogul under the acquisition method will be based on the share price of Tenneco common stock on the closing date of the transaction multiplied by the Stock Consideration. The preliminary purchase price allocation assumes a Common Stock price of $45.49, the price at market close on September 21, 2018. The unaudited pro forma condensed combined financial information is presented solely for informational purposes and is not necessarily indicative of the combined results of operations or financial position that might have been achieved for the periods or dates indicated, nor is it necessarily indicative of the future results of the combined company. The unaudited pro forma condensed combined financial information has not been adjusted to give effect to certain expected financial benefits of the transaction, such as tax savings, cost synergies or revenue synergies, or the anticipated costs to achieve these benefits, including the cost of integration activities. Also, the unaudited pro forma condensed combined financial information does not reflect possible adjustments related to restructuring or integration activities that have yet to be determined or transaction or other costs following the combination that are not expected to have a continuing impact on the business of the combined company. Further, one-time Transaction-related expenses anticipated to be incurred prior to, or concurrent with, the closing of the transaction are not included in the unaudited pro forma condensed combined statement of income. For the six months ended June 30, 2018, such Transaction expenses were $45 million. For the year ended December 31, 2017, such Transaction expenses were determined not to be significant. Management has identified an additional $35 million of Transaction-related expenses, not yet incurred, primarily related to deal advisory fees. Transaction-related expenses will be determined after further refined as more information becomes available. Certain amounts from the completion historical financial statements of the Merger, and the final allocations may differ materially from those presentedFederal-Mogul were reclassified to conform their presentation to that of Tenneco (see Note 9).

Basis of Pro Forma Presentation. The Statements have been derived from the audited historical accompanying unaudited pro forma condensed consolidated financial statements are based on Xxxxxxxx’s historical condensed financial statements and HelpComm’s historical condensed financial statements as adjusted to give effect to the acquisition of Xxxxx and TudouHelpComm by Xxxxxxxx. Certain The unaudited pro forma condensed consolidated statement of income for the year ended December 31, 2017 gives effect to the acquisition of HelpComm as if it had occurred on January 1, 2017. The unaudited pro forma condensed consolidated balance sheet as of December 31, 2017 gives effect to the acquisition of HelpComm as if it occurred on December 31, 2017. The unaudited pro forma condensed consolidated financial statement line items included in Xxxxx's historical presentation statements do not necessarily reflect what the consolidated company’s financial condition or results of operations would have been disaggregated or condensed to conform to corresponding financial statement line items included had the acquisition occurred on the dates indicated. They also may not be useful in Youku's historical presentation. These include: business taxes, share based compensation expenses, selling and general administrative expenses relating to product development, professional content licensed, and intangible assets related to purchased software. Additionally, based on Xxxxx's review of Xxxxx's publicly disclosed summary of significant accounting policies and preliminary discussions with Tudou management, predicting the nature and amount of any adjustments to the historical financial statements of Tudou to conform its accounting policies to those of Youku are not expected to be material. Prior to and following the completion of the Merger, further review of Xxxxx's accounting policies and financial statements may result in revisions to Tudou's policies and classifications to conform to those of Youku, which could have a material impact on Youku's actual future financial condition and results of operations as compared to of the Pro Forma Balance Sheet and Pro Forma Statement of Operations included in this joint proxy statement/prospectusconsolidated company. The Merger is actual financial position and results of operations may differ significantly from the pro forma amounts reflected in herein due to a variety of reasons. Xxxxxxxx has prepared the Statements as an acquisition of Tudou by Youku unaudited pro forma condensed consolidated financial statements using the acquisition method of accounting in accordance with business combination accounting guidance under existing U.S. GAAP, with Bravatek as the acquirer in the transaction for accounting purposes. Under these accounting standardsthe acquisition method of accounting, the total estimated purchase price will be calculated as described in Note 3 to the Statements, and the assets acquired and the liabilities assumed will be measured at estimated fair value. For the purpose of measuring the estimated fair value of the assets acquired and liabilities assumed, Youku has applied the accounting guidance under U.S. GAAP for assumed are recorded at fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement datedate of acquisition. Bravatek has based the underlying tangible and intangible assets acquired and liabilities assumed on their respective fair market values, with excess purchase price allocated to goodwill and other intangible assets. Bravatek has measured the assets and liabilities of HelpComm based on various preliminary estimates and will revise them as Bravatek completes its valuation work. The fair value measurements utilize estimates based on key assumptions in connection with pro forma adjustments are preliminary and have been made solely for the Merger, including historical and current market data. The purpose of providing unaudited pro forma adjustments included condensed consolidated financial statements prepared in this joint proxy statement/prospectus are preliminary accordance with the rules and will be revised at the effective time regulations of the Merger as additional information becomes available and as valuation work is performedSEC. The final Bravatek will complete the purchase price allocation will be determined after completing the completion valuation of HelpComm’s assets and liabilities at the Merger, level of detail necessary to finalize the purchase price allocation. Differences between these preliminary estimates and the final allocations acquisition accounting may differ materially from those presentedoccur and these differences could have a material impact on the unaudited pro forma condensed consolidated financial statements and the consolidated company’s future results of operations and financial position. In order to prepare the unaudited pro forma condensed consolidated financial statements, Xxxxxxxx performed a preliminary review of HelpComm’s accounting policies and did not identify any significant differences. Bravatek is in the process of finalizing the review of HelpComm’s accounting policies to determine if differences in accounting policies require further adjustment or reclassification of HelpComm’s results of operations, assets or liabilities to conform to Bravatek’s accounting policies and classifications. As a result of that review, Bravatek may identify additional differences between the accounting policies of the two companies that, when conformed, could have a material impact on the unaudited pro forma condensed consolidated financial statements.

Basis of Pro Forma Presentation. The Statements have been derived from the audited historical consolidated financial statements of Xxxxx and Tudou. Certain financial statement line items included in Xxxxx's historical presentation have been disaggregated or condensed to conform to corresponding financial statement line items included in Youku's historical presentation. These include: business taxes, share based compensation expenses, selling and general administrative expenses relating to product development, professional content licensed, and intangible assets related to purchased software. Additionally, based on Xxxxx's review of Xxxxx's publicly disclosed summary of significant accounting policies and preliminary discussions with Tudou management, the nature and amount of any adjustments to the historical financial statements of Tudou to conform its accounting policies to those of Youku are not NRO Acquisition is expected to be material. Prior to and following the completion of the Merger, further review of Xxxxx's accounting policies and financial statements may result in revisions to Tudou's policies and classifications to conform to those of Youku, which could have a material impact on Youku's actual future financial condition and results of operations as compared to the Pro Forma Balance Sheet and Pro Forma Statement of Operations included in this joint proxy statement/prospectus. The Merger is reflected in the Statements accounted for as an asset acquisition of Tudou by Youku using the acquisition method of accounting in accordance with business combination accounting guidance under U.S. GAAPASC 805. Under these accounting standards, the total estimated purchase price will be calculated as described in Note 3 to the Statements, and the assets acquired and the liabilities assumed will be measured at estimated fair value. For the purpose of measuring the The estimated fair value of the consideration to be paid by us and allocation of that amount to the underlying assets acquired and liabilities assumedacquired, Youku has applied the accounting guidance under U.S. GAAP for on a relative fair value measurements. Fair value is defined as the price that would basis, will be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants recorded on our books as of the measurement datedate of the Closing of the NRO Acquisition. Additionally, costs directly related to the NRO Acquisition are capitalized as a component of the Purchase Price. The fair value measurements utilize estimates based on key assumptions Crypto Sale requires presentation as discontinued operations upon the issuance of future financial statements in connection accordance with GAAP. Pursuant to the requirements of Article 3 of Regulation S-X, the Crypto Sale is considered a significant disposition and requires pro forma presentation in accordance with Article 11 of Regulation S-X. The Merger was accounted for as a reverse asset acquisition under existing GAAP. For accounting purposes, Prairie LLC was treated as acquiring Merger Sub in the Merger. Accordingly, for accounting purposes, the financial statements of the Company represent a continuation of the financial statements of Prairie LLC with the Mergeracquisition being treated as the equivalent of Prairie LLC issuing stock for the net assets of the Company. On the Merger Closing Date, including historical the assets and current market dataliabilities of the Company were recorded based upon relative fair values, with no goodwill or other intangible assets recorded. The unaudited pro forma adjustments included in this joint proxy statement/prospectus are preliminary and will be revised at condensed combined balance sheet as of December 31, 2023 combines the effective time historical balance sheet of the Merger Company as additional information becomes available of December 31, 2023 on a pro forma basis in accordance with Article 11 of Regulation S-X, as amended, as if the Transactions and as valuation work is performedthe Subsequent Events, described in Note 3 below, had been consummated on December 31, 2023. The final purchase price allocation will be determined after unaudited pro forma condensed combined statements of operations for the completion year ended December 31, 2023 combines the historical statements of operations of the Merger, Company and the final allocations may differ materially from those presentedhistorical consolidated statements of operations of NRO, as applicable, for such periods on a pro forma basis as if the Transactions and Subsequent Events, described in Note 3 below, had been consummated on January 1, 2023. The pro forma basic and diluted earnings (loss) per share amounts presented in the unaudited pro forma condensed combined statements of operations are based upon the number of shares of Common Stock outstanding, assuming the Transactions and Subsequent Events, described in Note 3 below, occurred on January 1, 2023.

Basis of Pro Forma Presentation. The Statements have been derived from unaudited pro forma combined financial information shows the audited historical consolidated financial impact of the Ellipse Acquisition on the combined balance sheet and the combined statements of Xxxxx and Tudou. Certain financial statement line items included in Xxxxx's historical presentation have been disaggregated or condensed to conform to corresponding financial statement line items included in Youku's historical presentation. These include: business taxes, share based compensation expenses, selling and general administrative expenses relating to product development, professional content licensed, and intangible assets related to purchased software. Additionally, based on Xxxxx's review of Xxxxx's publicly disclosed summary of significant accounting policies and preliminary discussions with Tudou management, the nature and amount of any adjustments to the historical financial statements of Tudou to conform its accounting policies to those of Youku are not expected to be material. Prior to and following the completion of the Merger, further review of Xxxxx's accounting policies and financial statements may result in revisions to Tudou's policies and classifications to conform to those of Youku, which could have a material impact on Youku's actual future financial condition and results of operations as compared to the Pro Forma Balance Sheet and Pro Forma Statement of Operations included in this joint proxy statement/prospectus. The Merger is reflected in the Statements as an acquisition of Tudou by Youku using under the acquisition method of accounting with NuVasive treated as the acquirer. The acquisition method of accounting, provided by ASC 805 Business Combinations, uses the fair value concepts defined in accordance with business combination accounting guidance under U.S. GAAPASC 820 Fair Value Measurement. Under these accounting standardsthis method of accounting, the total estimated purchase price will be calculated as described in Note 3 to assets and liabilities of Ellipse are recorded by NuVasive at the Statements, and date of the assets acquired and the liabilities assumed will be measured at Ellipse Acquisition estimated fair value. For the purpose of measuring the estimated values, where fair value of the assets acquired and liabilities assumed, Youku has applied the accounting guidance under U.S. GAAP for fair value measurements. 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 as of at the measurement date. .” The fair values of Ellipse’s identifiable tangible and intangible assets acquired and liabilities assumed are based on fair value estimates as if the businesses had actually been combined as of January 1, 2014. Any excess of the purchase price over the fair value of identified assets acquired and liabilities assumed will be recognized as goodwill. Fair value measurements utilize may require extensive use of significant estimates and management’s judgment, and it is possible the application of reasonable judgment could produce varying results based on key a range of alternative estimates using the same facts and circumstances. Since the Ellipse Acquisition has just been consummated, access to information to make such estimates is limited. As such, certain assumptions used were preliminary and are subject to change as more information becomes available; however, management believes the fair values recognized for the assets to be acquired and liabilities to be assumed are reasonable estimates. Certain reclassification adjustments are presented in connection with the Merger, including historical and current market data. The unaudited pro forma adjustments included in this joint proxy statement/prospectus are preliminary and will combined financial statements to conform their presentation to that of NuVasive. Subsequent to the Ellipse Acquisition completion date, there may be revised at the effective time further refinements of the Merger business combination adjustments as additional information becomes available available. Increase or decrease in fair value of certain balance sheet amounts and other items of Ellipse as valuation work is performedcompared to the information presented here may change the amount of the business combination adjustments to goodwill and other assets and liabilities and may impact the income statement due to adjustments in yield and/ or amortization of adjusted assets and liabilities. The final purchase price allocation Additionally, there are certain tax positions that will be determined after realized upon the completion combination of the Merger, and companies which are not reflected in the final allocations may differ materially from those presentedcurrent unaudited pro forma combined financial information.

Basis of Pro Forma Presentation. The Statements have unaudited pro forma condensed combined financial information has been derived from the audited historical consolidated financial statements of Xxxxx and Tudou. Certain financial statement line items included in Xxxxx's historical presentation have been disaggregated or condensed to conform to corresponding financial statement line items included in Youku's historical presentation. These include: business taxes, share based compensation expenses, selling and general administrative expenses relating to product development, professional content licensed, and intangible assets related to purchased software. Additionally, based on Xxxxx's review of Xxxxx's publicly disclosed summary of significant prepared by management under U.S. generally accepted accounting policies and preliminary discussions with Tudou management, the nature and amount of any adjustments to the historical financial statements of Tudou to conform its accounting policies to those of Youku are not expected to be material. Prior to and following the completion of the Merger, further review of Xxxxx's accounting policies and financial statements may result in revisions to Tudou's policies and classifications to conform to those of Youku, which could have a material impact on Youku's actual future financial condition and results of operations as compared to the Pro Forma Balance Sheet and Pro Forma Statement of Operations included in this joint proxy statement/prospectus. The Merger is reflected in the Statements as an acquisition of Tudou by Youku using the acquisition method of accounting principles (“U.S. GAAP”) in accordance with business combination accounting guidance Article 11 and is presented in U.S. dollars. The adjustments presented in the unaudited pro forma condensed combined financial information have been identified and presented to provide relevant information necessary for an understanding of Coherus after the consummation of the Combined Transactions. No tax effects related to Transaction Accounting Adjustments were included as the related impacts were immaterial. The pro forma adjustments related to the YUSIMRY Disposition are based upon actual information and certain assumptions which management believes are reasonable. The pro forma adjustments related to the CIMERLI Disposition are based upon actual information and certain assumptions which management believes are reasonable under U.S. GAAP. Under these accounting standards, the total estimated purchase price will be calculated as circumstances and which are described in Note 3 the accompanying notes to the Statements, unaudited pro forma condensed combined financial information. The pro forma adjustments related to the Surface Merger which are described in the accompanying notes to the unaudited pro forma condensed combined financial information are based on the fair value of Surface’s tangible and the identifiable intangible assets acquired and the liabilities assumed will be measured at estimated fair valueon the Surface Acquisition Date. For the purpose Xxxxxxx believes that, even after reassessing its identification of measuring the estimated fair value of the all assets acquired and liabilities assumed, Youku has applied it was able to acquire Surface for a price that was completely allocable to identifiable assets acquired and liabilities assumed with no residual attributable to goodwill. Coherus was the legal acquiror of Surface. For accounting guidance under U.S. GAAP for fair value measurements. Fair value is defined purposes, Surface was treated as the price that would be received “acquired” company. This determination is primarily because subsequent to sell an asset or paid to transfer the Surface Merger, Coherus’ stockholders have a liability in an orderly transaction between market participants majority of the voting power of the combined company, Coherus controls a majority of the governing body of the combined company and Coherus’ senior management comprises the senior management of the combined company. In accordance with U.S. GAAP, the assets and liabilities of Surface have been recorded at their fair values as of the measurement date. The fair value measurements utilize estimates based on key assumptions in connection with the Merger, including historical and current market dataSurface Acquisition Date. The unaudited pro forma condensed combined balance sheet as of March 31, 2024 reflects adjustments included in this joint proxy statement/prospectus are preliminary that depict the accounting for the Dispositions and will be revised at the effective time related transactions as if they had occurred on March 31, 2024. The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2023 and for the three months ended March 31, 2024 each reflect adjustments that give effect to Coherus’ results of operations as if the Combined Transactions had occurred on January 1, 2023, the first day of the Merger as additional earliest period presented. Surface’s historical operations for the period prior to the Surface Acquisition Date (“Pre-Acquisition Surface”) are presented separately in the pro forma condensed combined financial information becomes available and as valuation work is performedthe historical operations for the period including and after that Surface Acquisition Date for the surviving entity, Surface Oncology, LLC have been presented within the consolidated results of Coherus. The final purchase price allocation will pro forma financial information does not give effect to any anticipated synergies, dis-synergies operating efficiencies, tax savings or cost savings that may be determined after associated with the completion of Combined Transactions including the Mergerrelated transactions. There were no existing contractual relationships between Coherus and Surface, Coherus and Sandoz, or Coherus and HFK during the final allocations may periods presented in the unaudited pro forma condensed combined financial information. The unaudited pro forma condensed combined financial information constitutes forward-looking information, is subject to certain risks and uncertainties that could cause actual results to differ materially from those presentedanticipated and should be read in conjunction with the accompanying notes thereto. Coherus and Surface incurred certain non-recurring charges in connection with the Surface Merger. These charges consist of severance compensations offered to Surface’s executives and non-executive employees, a termination fee resulting from the early termination of Surface’s operating lease, and the repayment and final balloon payment of Surface’s convertible note. Transaction costs related to financial advisors, legal services and professional accounting services have also been incurred in conjunction with the Combined Transactions. These costs are not expected to be incurred in any period beyond twelve months from the closing dates of the Combined Transactions. Accordingly, the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2023 reflects the effects of these non-recurring charges, and these costs are not accrued for in the historical combined balance sheet of Coherus as of March 31, 2024.

Basis of Pro Forma Presentation. The Statements have unaudited pro forma condensed combined financial information has been derived from the audited historical consolidated financial statements of Xxxxx and Tudou. Certain financial statement line items included in Xxxxx's historical presentation have been disaggregated or condensed to conform to corresponding financial statement line items included in Youku's historical presentation. These include: business taxes, share based compensation expenses, selling and general administrative expenses relating to product development, professional content licensed, and intangible assets related to purchased software. Additionally, based on Xxxxx's review of Xxxxx's publicly disclosed summary of significant prepared by management under U.S. generally accepted accounting policies and preliminary discussions with Tudou management, the nature and amount of any adjustments to the historical financial statements of Tudou to conform its accounting policies to those of Youku are not expected to be material. Prior to and following the completion of the Merger, further review of Xxxxx's accounting policies and financial statements may result in revisions to Tudou's policies and classifications to conform to those of Youku, which could have a material impact on Youku's actual future financial condition and results of operations as compared to the Pro Forma Balance Sheet and Pro Forma Statement of Operations included in this joint proxy statement/prospectus. The Merger is reflected in the Statements as an acquisition of Tudou by Youku using the acquisition method of accounting principles (“U.S. GAAP”) in accordance with business combination accounting guidance Article 11 and is presented in U.S. dollars. The adjustments presented in the unaudited pro forma condensed combined financial information have been identified and presented to provide relevant information necessary for an understanding of Coherus after the consummation of the Combined Transactions. No tax effects related to Transaction Accounting Adjustments were included as the related impacts were immaterial. The pro forma adjustments related to the Disposition are preliminary and based upon available information and certain assumptions which management believes are reasonable under U.S. GAAP. Under these accounting standards, the total estimated purchase price will be calculated as circumstances and which are described in Note 3 the accompanying notes to the Statements, unaudited pro forma condensed combined financial information. Actual results may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined financial information. The pro forma adjustments related to the Merger which are described in the accompanying notes to the unaudited pro forma condensed combined financial information are based on the fair value of Surface’s tangible and the identifiable intangible assets acquired and the liabilities assumed will be measured at estimated fair valueon the Acquisition Date. For the purpose Xxxxxxx believes that, even after reassessing its identification of measuring the estimated fair value of the all assets acquired and liabilities assumed, Youku has applied it was able to acquire Surface for a price that was completely allocable to identifiable assets acquired and liabilities assumed with no residual attributable to goodwill. Coherus was the legal acquiror of Surface. For accounting guidance under U.S. GAAP for fair value measurements. Fair value is defined purposes, Surface was treated as the price that would be received “acquired” company. This determination is primarily because subsequent to sell an asset or paid to transfer the Merger, Coherus’ stockholders have a liability in an orderly transaction between market participants majority of the voting power of the combined company, Xxxxxxx controls a majority of the governing body of the combined company and Coherus’ senior management comprises the senior management of the combined company. In accordance with U.S. GAAP, the assets and liabilities of Surface have been recorded at their fair values as of the measurement Acquisition date. The fair value measurements utilize estimates based unaudited pro forma condensed combined balance sheet as of September 30, 2023 reflects adjustments that depict the accounting for the Disposition and the related transactions as if they had occurred on key assumptions September 30, 2023. The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2022 and for the nine months ended September 30, 2023 each reflect adjustments that give effect to Coherus’ results of operations as if the Combined Transactions had occurred on January 1, 2022, the first day of the earliest period presented. Surface’s historical operations for the period prior to the Acquisition Date (“Pre-Acquisition Surface”) are presented separately in the pro forma condensed combined financial information and the historical operations for the period including and after that Acquisition Date for the surviving entity, Surface Oncology, LLC have been presented within the consolidated results of Coherus. The pro forma financial information does not give effect to any anticipated synergies, dis-synergies operating efficiencies, tax savings or cost savings that may be associated with the Combined Transactions including the related transactions. There were no existing contractual relationships between Coherus and Surface or Coherus and Purchaser during the periods presented in the unaudited pro forma condensed combined financial information. The unaudited pro forma condensed combined financial information constitutes forward-looking information, is subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated and should be read in conjunction with the accompanying notes thereto. Coherus and Surface have incurred certain non-recurring charges in connection with the Merger. These charges consist of severance compensations offered to Surface’s executives and non-executive employees, including historical a termination fee resulting from the early termination of Surface’s operating lease, and current market datathe repayment and final balloon payment of Surface’s convertible note. The Xxxxxxx incurred certain additional non-recurring charges in connection with the Disposition. These charges primarily consist of accelerated share-based compensation and cash compensation arrangements offered to Company Employees (as defined in the Purchase Agreement). Transaction costs related to financial advisors, legal services and professional accounting services have also been incurred in conjunction with the Combined Transactions. These costs are not expected to be incurred in any period beyond twelve months from the closing dates of the Combined Transactions. Accordingly, the unaudited pro forma adjustments included condensed combined statement of operations for the year ended December 31, 2022 reflects the effects of these non-recurring charges, which are not accrued for in this joint proxy statement/prospectus are preliminary and will be revised at the effective time historical combined balance sheet of the Merger Coherus as additional information becomes available and as valuation work is performed. The final purchase price allocation will be determined after the completion of the MergerSeptember 30, and the final allocations may differ materially from those presented2023.