Common use of Preparation of the Financial Statements Clause in Contracts

Preparation of the Financial Statements. The financial statements included or incorporated by reference in the Registration Statement and the Prospectus, or in any supplement thereto or amendment thereof, present fairly, in all material respects (i) the consolidated financial position of the Company and its subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data set forth in the Prospectus under the captions "Prospectus Summary--Summary Historical Financial Information," "Selected Historical Financial Information" and "Capitalization" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The pro forma financial statements of the Company and its subsidiaries and the related notes thereto included under the caption "Prospectus Summary -- Unaudited Pro Forma Combined Financial Information" and "Unaudited Pro Forma Combined Financial Information" and elsewhere in the Prospectus and in the Registration Statement present fairly the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings to fixed charges set forth in the Prospectus under the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" and "Ratio of Earnings to Fixed Charges" have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Act.

Preparation of the Financial Statements. The consolidated financial statements of the Company, together with the related notes, included or incorporated by reference in the Registration Statement and the Prospectus, or in any supplement thereto or amendment thereof, Offering Memorandum present fairly, fairly in all material respects (i) the consolidated financial position of the Company and its subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation Subsidiaries as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The supporting schedules financial statements included in the Registration Statement present fairly Offering Memorandum comply as to form with the information required to be stated thereinapplicable requirements of the Securities Act. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States of America applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. [The financial data with respect to the Company and its Subsidiaries set forth in the Prospectus Offering Memorandum under the captions "Prospectus Offering Memorandum Summary--Summary Consolidated Historical and Pro Forma Financial Informationand Operating Data," "Unaudited Pro Forma Condensed Consolidated Financial Statements" and "Selected Historical Financial Information" and "CapitalizationOperating Data" fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Registration StatementOffering Memorandum. The unaudited pro forma financial statements data of the Company and its subsidiaries Subsidiaries, and the related notes thereto included under the caption "Prospectus Summary -- Unaudited Pro Forma Combined Financial Information" and "Unaudited Pro Forma Combined Financial Information" and elsewhere in the Prospectus and in the Registration Statement Offering Memorandum present fairly in all material respects the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings to fixed charges set forth in the Prospectus under the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" and "Ratio of Earnings to Fixed Charges" have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Act.therein.](5)

Preparation of the Financial Statements. The financial statements of the Company included or incorporated by reference in the Registration Statement and the Prospectus, or in any supplement thereto or amendment thereof, Disclosure Document present fairly, in all material respects (i) fairly the consolidated financial position of the Company and its subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation consolidated Subsidiaries as of and at the dates indicated and present fairly the results of their respective operations and cash flows for flow of the periods specifiedCompany and its consolidated subsidiaries of and at the dates indicated. The supporting schedules financial statements of NEG Oil & Gas, LLC included in the Registration Statement Disclosure Document present fairly the information required to be stated thereinconsolidated financial position of NEG Oil & Gas, LLC and its consolidated subsidiaries as of and at the dates indicated and present fairly the results of operations and cash flow of NEG Oil & Gas, LLC and its consolidated subsidiaries of and at the dates indicated. Such financial statements of the Company and supporting schedules NEG Oil & Gas, LLC comply as to form with the applicable accounting requirements of Regulation S-X and have been prepared in conformity with generally accepted accounting principles as applied in the United States GAAP applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data set forth in the Prospectus Disclosure Document under the captions "Prospectus “Summary--—Summary Consolidated Historical and Combined Pro Forma Financial Information," "Data”, “Capitalization”, and “Selected Historical Financial Information" and "Capitalization" Data” fairly present the information set forth therein on a basis consistent with that of the audited complete financial statements or pro forma financial statements of the consolidated entity to which they relate contained in the Registration StatementDisclosure Document. The pro forma condensed consolidated financial statements of the Company and its subsidiaries and the related notes thereto and the other pro forma financial data included under the caption "Prospectus Summary -- Unaudited Pro Forma Combined Financial Information" and "Unaudited Pro Forma Combined Financial Information" and elsewhere in the Prospectus and in the Registration Statement present fairly the information contained therein, Disclosure Document have been prepared in accordance with the Commission's ’s rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases basis described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings to fixed charges set forth in the Prospectus under the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" and "Ratio of Earnings to Fixed Charges" have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Act.

Preparation of the Financial Statements. The financial statements included or incorporated by reference in filed with the Commission as a part of the Registration Statement and included in the Prospectus, or in any supplement thereto or amendment thereof, Prospectus present fairly, in all material respects (i) fairly the consolidated combined financial position of TR Holdings and the Company and its subsidiaries and entities under common control therewith as described in such financial statements (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPGCOMBINED ENTITIES") of The Black & Deckxx Xxxporation as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical financial data set forth in the Prospectus under the captions "Prospectus Summary--Summary Historical and Pro Forma Combined Financial Information,and Operating Data", "Capitalization" and "Selected Historical and Pro Forma Combined Financial Information" and "CapitalizationOperating Data" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The condensed pro forma combined financial statements of the Company and its subsidiaries Combined Entities and the related notes thereto included in the prospectus under the caption "Prospectus Summary -- Unaudited Condensed Pro Forma Combined Financial InformationStatements" and "Unaudited Pro Forma Combined Financial Information" and elsewhere in the Prospectus and in the Registration Statement present fairly the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings to fixed charges pro forma financial data set forth in the Prospectus under the caption captions "Prospectus Summary -- Summary Historical Pro Forma Combined Financial Information,Statements", "Capitalization" and "Selected Historical and Pro Forma Combined Financial Informationand Operating Data" and "Ratio fairly present the information set forth therein on a basis consistent with that of Earnings to Fixed Charges" have been calculated the condensed audited combined financial statements contained in compliance with Item 503(d) of Regulation S-K under the Securities ActRegistration Statement.

Preparation of the Financial Statements. The financial statements included or incorporated by reference in filed with the Commission as a part of the Registration Statement and included in the Prospectus, or in any supplement thereto or amendment thereof, Prospectus present fairly, in all material respects (i) respects, the consolidated financial position of the Company and its subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data set forth in the Prospectus under the captions "Prospectus “Summary--—Summary Historical Consolidated Financial Information," "Data”, “Selected Historical Consolidated Financial Information" Data”, “Unaudited Pro Forma Consolidated Statements of Operations” and "“Capitalization" fairly ” present fairly, in all material respects, the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The Except as otherwise disclosed in the prospectus, the pro forma consolidated financial statements of the Company and its subsidiaries and the related notes thereto included under the caption "Prospectus captions “Summary—Summary -- Consolidated Financial Data”, “Selected Consolidated Financial Data,” “Unaudited Pro Forma Combined Financial Information" and "Unaudited Pro Forma Combined Financial Information" Consolidated Statement of Operations” and elsewhere in the Prospectus and in the Registration Statement present fairly fairly, in all material respects, the information contained therein, have been prepared in accordance with the Commission's ’s rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings to fixed charges set forth in the Prospectus under the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" and "Ratio of Earnings to Fixed Charges" have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Act.

Preparation of the Financial Statements. The financial statements included or incorporated by reference in filed with the Commission as a part of the Registration Statement and included in the Time of Sale Prospectus and the Prospectus, or in any supplement thereto or amendment thereoftogether with the related schedules and notes, present fairly, in all material respects (i) fairly the consolidated financial position of the Company and its subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation as of and at the dates indicated and the results statement of their respective operations operations, stockholders' equity and cash flows of the Company for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such ; said financial statements and supporting schedules have been prepared in conformity with U.S. generally accepted accounting principles as applied in the United States ("GAAP") applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto, and the requirements of Regulation S-X of the Commission. No other All disclosures contained or incorporated by reference in the Time of Sale Prospectus and the Prospectus regarding "non-GAAP financial measures" (as such term is defined by the rules and regulations of the Commission) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable. The selected financial data and the summary financial information included in the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus or the Prospectus under the Securities Act or the Exchange Act. The interactive data in eXtensible Business Reporting Language included in the Registration Statement, the Time of Sale Prospectus and the Prospectus fairly present the information called for and has been prepared in accordance with the Commission's rules and guidelines applicable thereto. The financial data set forth in the Prospectus under the captions "Prospectus Summary--Summary Historical Financial InformationData", "Capitalization," "Selected Historical Financial InformationDilution," and "Capitalization" elsewhere in the Registration Statement and each Applicable Prospectus, and incorporated by reference therein fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration StatementStatement and each Applicable Prospectus. The pro forma To the Company's knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements statements, supporting schedules or other financial data filed with the Commission as a part of the Company and its subsidiaries and the related notes thereto included under the caption "Prospectus Summary -- Unaudited Pro Forma Combined Financial Information" and "Unaudited Pro Forma Combined Financial Information" and elsewhere in the Prospectus and in the Registration Statement present fairly the information contained therein, have been prepared and included in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings to fixed charges set forth in the Prospectus under the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" and "Ratio of Earnings to Fixed Charges" have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Actany Applicable Prospectus.

Preparation of the Financial Statements. The financial statements included or incorporated by reference in filed with the Commission as a part of the Registration Statement and included in the Prospectus, or in any supplement thereto or amendment thereof, Prospectus present fairly, in all material respects (i) fairly the consolidated financial position of the Company and its subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data set forth in the Prospectus under the captions "Prospectus Summary--Summary Historical -- Summary Financial Information," Data", "Selected Historical and Pro Forma Financial InformationData" and "Capitalization" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The pro forma consolidated financial statements of the Company and its subsidiaries and the related notes thereto included under the caption "Prospectus Summary -- Unaudited Summary Financial Data", "Selected Historical and Pro Forma Combined Financial Information" and "Unaudited Pro Forma Combined Financial InformationData" and elsewhere in the Prospectus and in the Registration Statement present fairly the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings to fixed charges set forth in the Prospectus under the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" and "Ratio of Earnings to Fixed Charges" have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Act.assumptions

Preparation of the Financial Statements. (i) The audited consolidated financial statements included or for the fiscal years ended December 31, 2019, 2018 and 2017 of Prologis and the Issuer, together with the related notes thereto and related schedules incorporated by reference in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus, present fairly the consolidated financial position of Prologis, or in any supplement thereto or amendment thereof, present fairly, in all material respects (i) the consolidated financial position of the Company and its subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation Issuer, as applicable, as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting related schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States and applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other The summary financial statements or supporting schedules are required to be information included in the Registration Statement. The financial data set forth in Preliminary Prospectus and the Prospectus under the captions "Prospectus Summary--Summary Historical Financial Information," "Selected Historical Financial Information" and "Capitalization" present fairly present in all material respects the information set forth shown therein and have been compiled on a basis consistent with that of the audited financial statements contained incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus. The In addition, the pro forma condensed combined financial statements of Prologis and the Company and its subsidiaries Issuer and the related notes thereto included under the caption "Prospectus Summary -- Unaudited Pro Forma Combined Financial Information" and "Unaudited Pro Forma Combined Financial Information" and elsewhere in the Prospectus and incorporated by reference in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus present fairly fairly, in all material respects, the information contained shown therein, have been prepared in accordance with the Commission's ’s rules and guidelines with respect to pro forma financial statements and have been properly presented compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings to fixed charges Except as set forth in clause (ii) below, no other financial statements or supporting schedules are required to be included in the Registration Statement. (ii) The audited consolidated financial statements for the fiscal years ended December 31, 2018, 2017 and 2016 of Liberty and LPT, together with the related notes thereto and related schedules incorporated by reference in the Registration Statement, the Preliminary Prospectus under and the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" Prospectus, present fairly the consolidated financial position of LPT, or the consolidated financial position of Liberty, as applicable, as of and "Ratio at the dates indicated and the results of Earnings to Fixed Charges" their respective operations and cash flows for the periods specified. Such financial statements and related schedules have been calculated prepared in compliance conformity with Item 503(d) of Regulation S-K under generally accepted accounting principles as applied in the Securities ActUnited States and applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto.

Preparation of the Financial Statements. The financial statements included or incorporated by reference in filed with the Commission as a part of the Registration Statement and included in the Prospectus, or in any supplement thereto or amendment thereof, Prospectus present fairly, in all material respects (i) fairly the consolidated financial position of the Company and its subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data set forth in the Prospectus under the captions "Prospectus Summary--Summary Historical Financial Information," Data", "Selected Historical Financial InformationData" and "Capitalization" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The pro forma financial statements of the Company and its subsidiaries and the related notes thereto included under the caption "Prospectus Summary -- Unaudited - Selected Historical and Pro Forma Combined Financial Information" Data", "Selected Historical and "Unaudited Pro Forma Combined Financial InformationData" and elsewhere in the Prospectus and in the Registration Statement present fairly the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings to fixed charges set forth in the Prospectus under the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" and "Ratio of Earnings to Fixed Charges" have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Act.

Preparation of the Financial Statements. The financial statements included or together with the related notes thereto incorporated by reference in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus, or in any supplement thereto or amendment thereof, Prospectus present fairly, in all material respects (i) fairly the consolidated financial position of the Company and its subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning Catellus and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation its subsidiaries, as applicable, as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The selected financial data set forth and the summary financial information included in the Preliminary Prospectus under and the captions "Prospectus Summary--Summary Historical Financial Information," "Selected Historical Financial Information" and "Capitalization" present fairly present in all material respects the information set forth shown therein and have been compiled on a basis consistent with that of the audited financial statements contained included in the Registration Statement, the Preliminary Prospectus and the Prospectus. The In addition, any pro forma financial statements of the Company and its subsidiaries and the related notes thereto included under the caption "Prospectus Summary -- Unaudited Pro Forma Combined Financial Information" and "Unaudited Pro Forma Combined Financial Information" and elsewhere in the Prospectus and in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus present fairly the information contained shown therein, have been prepared in all material respects in accordance with the Commission's ’s rules and guidelines with respect to pro forma financial statements and have been properly presented compiled on the bases described therein, and in the opinion of the Company the assumptions used in the preparation thereof are were reasonable at the time made and the adjustments used therein are appropriate were based upon good faith estimates and assumptions believed by the Company to give effect to be reasonable at the transactions and circumstances referred to therein. The Company's ratios of earnings to fixed charges set forth in the Prospectus under the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" and "Ratio of Earnings to Fixed Charges" have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Acttime made.

Preparation of the Financial Statements. The financial statements included or incorporated by reference in the Registration Statement Statement, the Disclosure Package and the Prospectus, or in any supplement thereto or amendment thereoftogether with the related schedules, if any, and notes, present fairly, in all material respects (i) respects, the consolidated financial position of the Company and its consolidated subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation as of and at the dates indicated and the results statement of their respective operations operations, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such ; said financial statements and supporting schedules have been prepared in conformity with U.S. generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes theretocase of unaudited interim financial statements, which are subject to normal year-end audit adjustments that are not expected to be material and the exclusion of certain footnotes. No other The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected historical financial data set forth under the caption “Selected Consolidated Financial Data” included in the Registration Statement, the Disclosure Package and the Prospectus present fairly, in all material respects, the information shown therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement. The financial data set forth in , the Disclosure Package or the Prospectus under the captions "Prospectus Summary--Summary Historical Financial Information," "Selected Historical Financial Information" Securities Act, the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as such term is defined by the rules and "Capitalization" fairly present the information set forth therein on a basis consistent with that regulations of the audited financial statements contained Commission) in the Registration Statement, the Disclosure Package and the Prospectus. The pro forma financial statements of the Company and its subsidiaries and the related notes thereto interactive data in eXtensible Business Reporting Language included under the caption "Prospectus Summary -- Unaudited Pro Forma Combined Financial Information" and "Unaudited Pro Forma Combined Financial Information" and elsewhere in the Prospectus and in the Registration Statement present Statement, the Disclosure Package and the Prospectus fairly presents the information contained therein, have called for in all material respects and has been prepared in accordance with the Commission's ’s rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings to fixed charges set forth in the Prospectus under the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" and "Ratio of Earnings to Fixed Charges" have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Actapplicable thereto.

Preparation of the Financial Statements. The financial statements included or incorporated by reference in filed with the Commission as a part of the Registration Statement and included in the Prospectus, or in any supplement thereto or amendment thereof, Prospectus present fairly, in all material respects (i) fairly the consolidated financial position of the Company and its subsidiaries subsidiaries, and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) Communications Systems Division of General DataComm, Inc. ("HPGCSD") of The Black & Deckxx Xxxporation ), in each case as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data set forth in the Prospectus under the captions "Prospectus Summary--Summary Historical Consolidated Financial Information," Data", "Selected Historical Consolidated Financial InformationData" and "Capitalization" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The pro forma consolidated financial statements of the Company and its subsidiaries and the related notes thereto included under the caption "Prospectus Summary -- Unaudited Pro Forma Combined Consolidated Financial Information" and "Unaudited Pro Forma Combined Financial InformationStatements" and elsewhere in the Prospectus and in the Registration Statement present fairly the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings to fixed charges set forth in the Prospectus under the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" and "Ratio of Earnings to Fixed Charges" have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Act.

Preparation of the Financial Statements. The financial statements included or incorporated by reference in filed with the Commission as a part of the Registration Statement and included in the Prospectus, or in any supplement thereto or amendment thereof, Prospectus present fairly, in all material respects (i) fairly the consolidated financial position of the Company and its subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data set forth in the Prospectus under the captions "Prospectus Summary--Summary Historical Consolidated Financial Information," Data", "Selected Historical Consolidated Financial InformationData" and "Capitalization" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The pro forma combined financial statements information of the Company and its subsidiaries and the related notes thereto included under the caption "Prospectus Summary--Summary -- Consolidated Financial Data" and "Selected Unaudited Pro Forma Combined Financial Information" and "Unaudited Pro Forma Combined Financial InformationData" and elsewhere in the Prospectus and in the Registration Statement present fairly the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings No other pro forma financial information is required to fixed charges set forth be included in the Prospectus under the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" and "Ratio of Earnings Registration Statement pursuant to Fixed Charges" have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Act.X.

Preparation of the Financial Statements. The financial statements included or incorporated by reference in filed with the Commission as a part of the Registration Statement and included in the Prospectus, or in any supplement thereto or amendment thereof, Prospectus present fairly, in all material respects (i) fairly the consolidated financial position of the Company and its Enhanced Response Technologies and their respective subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The supporting schedules schedule included in the Registration Statement present presents fairly the information required to be stated therein. Such financial statements and supporting schedules schedule have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data set forth in the Prospectus under the captions "Prospectus Summary--Summary Historical Financial Information," Data", "Selected Historical Consolidated Financial InformationData" and "Capitalization" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The pro forma consolidated financial statements information of the Company and its subsidiaries and the related notes thereto included under the caption captions "Prospectus Summary--Summary -- Unaudited Financial Data", "Selected Consolidated Financial Data", "Pro Forma Combined Financial Information" and "Unaudited Pro Forma Combined Consolidated Financial Information" and elsewhere in the Prospectus and in the Registration Statement present fairly the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings No other pro forma financial information is required to fixed charges set forth be included in the Prospectus under the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" and "Ratio of Earnings Registration Statement pursuant to Fixed Charges" have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Act.X.

Preparation of the Financial Statements. The financial statements included or together with the related notes thereto incorporated by reference in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus, or in any supplement thereto or amendment thereof, Prospectus present fairly, in all material respects (i) fairly the consolidated financial position of the Company and its subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements comply as to form with the accounting requirements of the Securities Act and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The selected financial data set forth and the summary financial information included in the Preliminary Prospectus under and the captions "Prospectus Summary--Summary Historical Financial Information," "Selected Historical Financial Information" and "Capitalization" present fairly present the information set forth shown therein and have been compiled on a basis consistent with that of the audited financial statements contained included in the Registration Statement, the Preliminary Prospectus and the Prospectus. The In addition, if any pro forma financial statements of the Company and its subsidiaries and the related notes thereto are included under the caption "Prospectus Summary -- Unaudited Pro Forma Combined Financial Information" and "Unaudited Pro Forma Combined Financial Information" and elsewhere in the Prospectus and in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes present fairly the information contained shown therein, have been prepared in accordance with the Commission's ’s rules and guidelines with respect to pro forma financial statements and have been properly presented compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings to fixed charges set forth in the Prospectus under the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" and "Ratio of Earnings to Fixed Charges" have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Act.

Preparation of the Financial Statements. The audited and unaudited consolidated financial statements included or incorporated by reference in the Registration Statement and the Prospectus, or in any supplement thereto or amendment thereof, present fairly, in all material respects (i) the consolidated financial position related notes of the Company and its subsidiaries Subsidiaries contained in the Pricing Disclosure Package and the Final Offering Memorandum (iithe “Financial Statements”) fairly present (subject, in the case of the unaudited consolidated financial statements, to normal year-end adjustments) the financial position position, results of operations, cash flows and, in the case of the Household Products Group (excluding audited consolidated financial statements, changes in stockholders’ equity of the Cleaning Company and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation its consolidated Subsidiaries, as of the respective dates and at the dates indicated and the results of their respective operations and cash flows for the respective periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements which they apply and supporting schedules have been prepared in conformity accordance with generally accepted accounting principles as GAAP consistently applied in the United States applied on a consistent basis throughout the periods involved, involved (except as may be otherwise expressly stated disclosed in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement). The non-GAAP financial data measures set forth in the Prospectus Final Offering Memorandum comply with Regulation G and Item 10(e) of Regulation S-K. The financial data (other than pro forma or as adjusted data) set forth under the captions "Prospectus Summary--“Summary Historical and Pro Forma Consolidated Financial Information," "” and “Selected Historical Consolidated Financial Information" ” included in the Pricing Disclosure Package and "Capitalization" fairly present the information set forth therein Final Offering Memorandum has been prepared on a basis consistent with that of the audited Financial Statements and present fairly the financial statements contained in the Registration Statement. The pro forma financial statements position and results of operations of the Company and its subsidiaries consolidated Subsidiaries as of the respective dates and for the related notes thereto included under the caption "Prospectus Summary -- Unaudited Pro Forma Combined Financial Information" respective periods indicated. The unaudited pro forma and "Unaudited Pro Forma Combined Financial Information" and elsewhere as adjusted financial information contained in the Prospectus Pricing Disclosure Package and in the Registration Statement present fairly the information contained therein, Final Offering Memorandum have been prepared in accordance with the Commission's rules requirements of Regulation S-X and guidelines with respect give effect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are on a reasonable basis and in good faith. All other financial, statistical and market and industry-related data included in the Pricing Disclosure Package and the adjustments used therein Final Offering Memorandum are appropriate based on or derived from sources that the Company reasonably believes to give effect to the transactions be reliable and circumstances referred to therein. The Company's ratios of earnings to fixed charges set forth accurate in the Prospectus under the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" and "Ratio of Earnings to Fixed Charges" have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Actall material respects.

Preparation of the Financial Statements. The financial statements statements, together with the related schedules and notes, included or incorporated by reference in the Registration Statement and the Prospectus, or in any supplement thereto or amendment thereof, Offering Memorandum present fairly, fairly in all material respects (i) the consolidated financial position of the Company and its subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation entities to which they relate as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data set forth in the Prospectus Offering Memorandum under the captions "Prospectus “Summary--–Summary Historical of Selected Financial Information," "Data” and “Selected Historical Financial Information" and "Capitalization" Data” fairly present in all material respects the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration StatementOffering Memorandum. The pro forma consolidated financial statements data of the Company and its subsidiaries and the related notes thereto included under the caption "Prospectus “Summary–Summary -- Unaudited Pro Forma Combined of Selected Financial Information" and "Unaudited Pro Forma Combined Data,” “Selected Financial Information" Data” and elsewhere in the Prospectus and in the Registration Statement Offering Memorandum present fairly in all material respects the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements therein and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings to fixed charges set forth statistical and market-related data and forward-looking statements included in the Prospectus under Offering Memorandum are based on or derived from sources that the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" Company and "Ratio its subsidiaries believe to be reliable and accurate in all material respects and represent their good faith estimates that are made on the basis of Earnings to Fixed Charges" data derived from such sources. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Offering Memorandum and the Pricing Disclosure Package fairly present the information called for in all material respects and have been calculated prepared in compliance accordance with Item 503(d) of Regulation S-K under the Securities ActCommission’s rules and guidelines applicable thereto.

Preparation of the Financial Statements. The financial statements statements, together with the related schedules and notes, included or incorporated by reference in the Registration Statement and the Prospectus, or in any supplement thereto or amendment thereof, Offering Memorandum present fairly, in all material respects (i) fairly the consolidated financial position of the Company and its subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation entities to which they relate as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles principles, as applied in the United States applied States, on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data set forth in the Prospectus Offering Memorandum under the captions "Prospectus “Offering Memorandum Summary--—Summary Historical and Pro Forma Financial Information," "and Operating Data” and “Selected Historical Consolidated Financial Information" and "Capitalization" Data” fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration StatementOffering Memorandum. The pro forma consolidated financial statements of the Company and its subsidiaries and the related notes thereto included under the caption "Prospectus “Offering Memorandum Summary—Summary -- Historical and Pro Forma Financial and Operating Data,” “Unaudited Pro Forma Combined Consolidated Financial Information" and "Unaudited Pro Forma Combined Financial Information" Data” and elsewhere in the Prospectus and Offering Memorandum present fairly, in the Registration Statement present fairly all material respects, the information contained therein, have been prepared in accordance with the Commission's ’s rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings to fixed charges set forth in the Prospectus under the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" and "Ratio of Earnings to Fixed Charges" have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Act.

Preparation of the Financial Statements. The financial statements statements, together with the related schedules and notes, included in or incorporated by reference into the Registration Statement and included or incorporated by reference in the Registration Statement Disclosure Package and the Prospectus, or in any supplement thereto or amendment thereof, Prospectus present fairly, fairly in all material respects (i) the consolidated financial position of the Company and its subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation entities to which they relate as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules in all material respects have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements thereto or supporting schedules are required to be included in the Registration StatementPreliminary Prospectus and the Prospectus. The financial data set forth in the Prospectus under the captions "Prospectus “Summary--–Summary Consolidated Historical Financial InformationData of OMH and its Subsidiaries," "Selected ” “Summary–Summary Consolidated Historical Financial Information" Data of SFC and "Capitalization" its Subsidiaries,” “Unaudited Pro Forma Condensed Consolidated Financial Information of OMH and its Subsidiaries” and “Unaudited Pro Forma Condensed Consolidated Financial Information of SFC and its Subsidiaries” and set forth in Parent’s Current Report on Form 8-K/A filed with the Commission on January 29, 2016 (incorporating by reference Exhibit 99.2 to Parent’s Current Report on Form 8-K filed with the Commission on April 27, 2015), fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained incorporated by reference into the Prospectus except as otherwise stated therein. The statistical and market-related data and forward-looking statements included in the Registration StatementProspectus are based on or derived from sources that the Company and its consolidated subsidiaries believe to be reliable and accurate in all material respects and represent their good faith estimates that are made on the basis of data derived from such sources. The pro forma condensed consolidated financial statements of the Company and its subsidiaries and the related notes thereto included under and incorporated by reference in each of the caption "Prospectus Summary -- Unaudited Pro Forma Combined Financial Information" and "Unaudited Pro Forma Combined Financial Information" and elsewhere in Preliminary Prospectus, the Prospectus and in the Registration Statement present fairly in all material respects the information contained therein, have been prepared in accordance with the Commission's ’s rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases basis described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings to fixed charges set forth interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus under fairly present the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" information called for in all material respects and "Ratio of Earnings to Fixed Charges" have been calculated prepared in compliance accordance with Item 503(d) of Regulation S-K under the Securities ActCommission’s rules and guidelines applicable thereto.

Preparation of the Financial Statements. The financial statements statements, together with the related schedules and notes, included in or incorporated by reference into the Registration Statement and included or incorporated by reference in the Registration Statement Disclosure Package and the Prospectus, or in any supplement thereto or amendment thereof, Prospectus present fairly, fairly in all material respects (i) the consolidated financial position of the Company and its subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation entities to which they relate as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules in all material respects have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements thereto or supporting schedules are required to be included in the Registration StatementPreliminary Prospectus and the Prospectus. The financial data set forth in the Prospectus under the captions "Prospectus “Summary--—Summary Consolidated Historical Financial InformationData of OMH and its Subsidiaries," "Selected ” “Summary—Summary Consolidated Historical Financial Information" Data of SFC and "Capitalization" its Subsidiaries,” “Unaudited Pro Forma Condensed Consolidated Financial Information of OMH and its Subsidiaries” and “Unaudited Pro Forma Condensed Consolidated Financial Information of SFC and its Subsidiaries”, fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained incorporated by reference into the Prospectus except as otherwise stated therein. The statistical and market-related data and forward-looking statements included in the Registration StatementProspectus are based on or derived from sources that the Company and its consolidated subsidiaries believe to be reliable and accurate in all material respects and represent their good faith estimates that are made on the basis of data derived from such sources. The pro forma condensed consolidated financial statements of the Company and its subsidiaries and the related notes thereto included under and incorporated by reference in each of the caption "Prospectus Summary -- Unaudited Pro Forma Combined Financial Information" and "Unaudited Pro Forma Combined Financial Information" and elsewhere in Preliminary Prospectus, the Prospectus and in the Registration Statement present fairly in all material respects the information contained therein, have been prepared in accordance with the Commission's ’s rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases basis described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings to fixed charges set forth interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus under fairly present the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" information called for in all material respects and "Ratio of Earnings to Fixed Charges" have been calculated prepared in compliance accordance with Item 503(d) of Regulation S-K under the Securities ActCommission’s rules and guidelines applicable thereto.

Preparation of the Financial Statements. The consolidated historical financial statements of the Company and the related notes and schedules thereto included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, or in any supplement thereto or amendment thereof, Prospectus present fairly, in all material respects (i) respects, the consolidated financial position of the Company and its consolidated subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation as of and at the dates indicated and the results of their respective operations operations, stockholders’ equity and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared specified in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, involved (except as may be expressly stated in the related notes theretootherwise noted therein). No other The unaudited pro forma condensed consolidated financial statements or supporting schedules are required to be included in the Registration Statement. The financial data set forth in the Prospectus under the captions "Prospectus Summary--Summary Historical Financial Information," "Selected Historical Financial Information" and "Capitalization" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The pro forma financial statements of the Company and its subsidiaries and the related notes thereto included under the caption "Prospectus Summary -- Unaudited Pro Forma Combined Financial Information" and "Unaudited Pro Forma Combined Financial Information" and elsewhere in the Prospectus and or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly the information contained shown therein, have been prepared in accordance with the Commission's ’s rules and guidelines with respect to pro forma financial statements and have been properly presented compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings Except as included therein, no historical or pro forma financial statements or supporting schedules are required to fixed charges set forth be included or incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus under the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" 1933 Act or the 1933 Act Regulations. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and "Ratio regulations of Earnings to Fixed Charges" have been calculated in compliance the Commission) comply with Regulation G of the 1934 Act and Item 503(d) 10 of Regulation S-K under of the Securities 1933 Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Preparation of the Financial Statements. The financial statements included or incorporated by reference in filed with the Commission as a part of the Registration Statement and included in each preliminary prospectus and the Prospectus, or in any supplement thereto or amendment thereof, Prospectus present fairly, in all material respects (i) fairly the consolidated financial position of the Company and its subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data set forth in the Prospectus under the captions "Prospectus Summary--Summary Historical Financial Information," Data", "Selected Historical Financial InformationData" and "Capitalization" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The pro forma financial statements data of the Company and its subsidiaries and the related notes thereto included under the caption "Prospectus Summary--Summary -- Unaudited Pro Forma Combined Financial Information" and Data", "Selected Financial Data", "Unaudited Pro Forma forma Combined Financial Information" and elsewhere in the Prospectus and in the Registration Statement present fairly the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings No other pro forma financial information is required to fixed charges set forth be included in the Prospectus under the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" and "Ratio of Earnings Registration Statement pursuant to Fixed Charges" have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Act.X.

Preparation of the Financial Statements. The financial statements included statements, together with the related notes and schedules, filed with the Commission as a part of or incorporated by reference in within the Registration Statement Statement, the Final Prospectus and the Prospectus, or in any supplement thereto or amendment thereof, Disclosure Package present fairly, in all material respects (i) respects, the consolidated financial position of the Company and its subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The supporting schedules included in or incorporated in the Registration Statement Statement, the Final Prospectus and the Disclosure Package present fairly fairly, in all material respects, the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity accordance with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes theretothereto and, in the case of unaudited interim financial statements, subject to normal year-end audit adjustments and the exclusion of certain footnotes. No other financial statements or supporting schedules are required to be included in or incorporated in the Registration Statement, the Final Prospectus and the Disclosure Package. The financial data set forth or incorporated in the Registration Statement, the Final Prospectus and the Disclosure Package under the captions "Prospectus Summary--Summary Historical “Selected Financial Information," "Selected Historical Financial Information" Data” and "Capitalization" the “Ratio of Earnings to Fixed Charges” exhibit fairly present present, in all material respects, the information set forth therein on a basis consistent with that of the audited financial statements contained contained, incorporated or deemed to be incorporated in the Registration Statement. The pro forma financial statements of , the Company and its subsidiaries Final Prospectus and the related notes thereto included under the caption "Prospectus Summary -- Unaudited Pro Forma Combined Financial Information" and "Unaudited Pro Forma Combined Financial Information" and elsewhere in the Prospectus and in the Registration Statement present fairly the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings to fixed charges set forth in the Prospectus under the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" and "Ratio of Earnings to Fixed Charges" have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities ActDisclosure Package.

Preparation of the Financial Statements. The financial statements included or incorporated by reference in filed with the Commission as a part of the Registration Statement and included in the Prospectus, or in any supplement thereto or amendment thereof, Prospectus present fairly, in all material respects (i) fairly the consolidated financial position of the Company and its subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data set forth in the Prospectus under the captions "“Prospectus Supplement Summary--—Summary Historical Consolidated Financial Information," "Selected Historical Data”, “Capitalization” and “Financial Information" and "Capitalization" Ratios” fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The pro forma financial statements of the Company and its subsidiaries and the related notes thereto included under the caption "Prospectus Summary -- Unaudited Pro Forma Combined Financial Information" and "Unaudited Pro Forma Combined Financial Information" and elsewhere incorporated by reference in the Prospectus and in the Registration Statement present fairly the information contained therein, have been prepared in accordance with the Commission's ’s rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ’s ratios of earnings to fixed charges set forth in the Prospectus under the caption "Prospectus Summary -- Summary Historical “Financial Information," "Selected Historical Financial Information" Ratios” and "Ratio of Earnings in Exhibit 12 to Fixed Charges" the Registration Statement have been calculated in compliance with Item 503(d) of Regulation Regulations S-K under the Securities Act.

Preparation of the Financial Statements. The Each of (i) the audited financial statements (including the notes thereto) of the Parent, (ii) the audited financial statements (including the notes thereto) of Blacksmith and its consolidated subsidiaries and (iii) the audited financial statements (including the notes thereto) of the GSK Brands, in each case, included or incorporated by reference in the Registration Statement and the Prospectus, or in any supplement thereto or amendment thereof, Offering Memorandum present fairly, fairly in all material respects (i) the consolidated financial position of the Company and its subsidiaries and (ii) the financial position of the Household Products Group (excluding Parent, Blacksmith, and the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation GSK Brands, respectively, as of and at the dates indicated and the results of their respective operations and cash flows of Parent, Blacksmith and the GSK Brands, respectively, as of and at the date and for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be otherwise expressly stated in the Offering Memorandum and the related notes thereto. No other to such financial statements or supporting schedules are required to be included in the Registration Statementstatements. The financial data set forth in the Prospectus Offering Memorandum under the captions "Prospectus “Summary--–Summary Historical and Pro Forma Consolidated Financial Information," "Selected and Other Data of Prestige Brands Holdings, Inc.” and “Summary–Summary Historical Combined Financial Information" and "Capitalization" Data of The GSK Brands” fairly present the information set forth therein on a basis consistent with that of the applicable audited financial statements contained in the Registration StatementOffering Memorandum. The Except as may be stated in the Offering Memorandum, the pro forma consolidated financial statements of the Company and its subsidiaries and the related notes thereto included under the caption "Prospectus captions “Summary—Summary -- Historical and Pro Forma Consolidated Financial and Other Data of Prestige Brands Holdings, Inc.,” “Unaudited Pro Forma Combined Financial Information" and "Unaudited Pro Forma Combined Financial Information" Data” and elsewhere in the Prospectus and in the Registration Statement Offering Memorandum present fairly the information contained therein, have been prepared in accordance with the Commission's ’s rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions transaction and circumstances referred to therein. The Company's ratios of earnings to fixed charges set forth statistical and market‑related data and forward‑looking statements included or incorporated by reference in the Prospectus under Offering Memorandum are based on or derived from sources that Parent, the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" Company and "Ratio their subsidiaries believe to be reliable and accurate in all material respects and represent their good faith estimates that are made on the basis of Earnings to Fixed Charges" have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Actdata derived from such sources.

Preparation of the Financial Statements. The financial statements included or incorporated by reference in and the related notes thereto filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, or in any supplement thereto or amendment thereof, the Time of Sale Prospectus and the Prospectus present fairly, in all material respects (i) fairly the consolidated financial position of the Company and its subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles principles, as applied in the United States States, applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration StatementStatement or any Applicable Prospectus. The financial data set forth in the each Applicable Prospectus under the captions "“Prospectus Supplement Summary--—Summary Historical Consolidated Financial Information," "Selected Historical Financial Information" ” and "“Capitalization" ” fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The pro forma financial statements of the Company Statement and its subsidiaries and the related notes thereto included under the caption "Prospectus Summary -- Unaudited Pro Forma Combined Financial Information" and "Unaudited Pro Forma Combined Financial Information" and elsewhere in the Prospectus and in the Registration Statement present fairly the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to thereineach Applicable Prospectus. The Company's ’s ratios of earnings to fixed charges and preferred stock dividends set forth in the Base Prospectus under the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" and "“Ratio of Earnings to Fixed Charges" ” and in Exhibit 12.1 to the Registration Statement have been calculated in compliance with Item 503(d) of Regulation S-S K under the Securities Act. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement and included in any Applicable Prospectus.

Preparation of the Financial Statements. The consolidated financial statements statements, together with the related schedules and notes, included or incorporated by reference in the Registration Statement and the Prospectus, or in any supplement thereto or amendment thereof, Offering Memorandum present fairly, in all material respects (i) fairly the consolidated financial position of the Company and its subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation entities to which they relate as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States GAAP applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data set forth in the Prospectus Offering Memorandum under the captions "Prospectus Summary--“Summary Historical Consolidated Financial Information," "and Other Data” and “Selected Historical Financial Information" and "Capitalization" Other Data” fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration StatementOffering Memorandum. The pro forma combined financial statements of the Company Issuer and its subsidiaries and the related notes thereto included under the caption "Prospectus Summary -- Unaudited Pro Forma Combined Financial Information" and "Unaudited Pro Forma Combined Financial Information" and elsewhere incorporated by reference in the Prospectus and in the Registration Statement Offering Memorandum present fairly the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements Regulation S-X and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings to fixed charges set forth interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Prospectus under Offering Memorandum and the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" Pricing Disclosure Package fairly present the information called for in all material respects and "Ratio of Earnings to Fixed Charges" have been calculated prepared in compliance accordance with Item 503(d) the Commission’s rules and guidelines applicable thereto. The statistical and market-related data and forward-looking statements included in the Pricing Disclosure Package and the Final Offering Memorandum are based on or derived from sources that the Issuer believes to be reliable and accurate and represent their good faith estimates that are made on the basis of Regulation S-K under the Securities Actdata derived from such sources.

Preparation of the Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement and included or incorporated by reference in the Registration Statement and the Prospectus, or in any supplement thereto or amendment thereof, Prospectus present fairly, in all material respects (i) fairly the consolidated financial position of the Company and its subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement. The financial data set forth in the Prospectus under the captions "Prospectus Summary--Summary Historical Consolidated Financial Information," Data", "Selected Historical Financial InformationData" and "Capitalization" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The pro forma financial statements data of the Company and its subsidiaries and the related notes thereto included under the caption "Prospectus Summary--Summary -- Unaudited Pro Forma Combined Consolidated Financial Information" and "Unaudited Pro Forma Combined Financial InformationData" and elsewhere in the Prospectus and in the Registration Statement present fairly the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings to fixed charges set forth in the Prospectus under the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" and "Ratio of Earnings to Fixed Charges" have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Act.

Preparation of the Financial Statements. The financial statements included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, together with the related notes and schedules, and the interactive data in eXtensible Business Reporting Language (“XBRL”) included or incorporated by reference in any supplement thereto or amendment thereofthe Registration Statement, present fairly, comply in all material respects (i) with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly the consolidated financial position of the Company Parent and its subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The Any supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein. Such financial statements and any supporting schedules have been prepared in conformity with generally accepted accounting principles principles, as applied in the United States States, (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data set forth in the Registration Statement, the General Disclosure Package and the Prospectus under the captions "Prospectus Summary--Summary “Selected Historical Financial Information," "Selected Historical Financial Information" ” “Ratio of Earnings to Fixed Charges” and "Capitalization" “Capitalization of JMP Group LLC” and elsewhere in the Registration Statement, the General Disclosure Package and the Prospectus fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained or incorporated by reference in the Registration Statement. The pro forma financial statements of the Company and its subsidiaries and the related notes thereto included under the caption "Prospectus Summary -- Unaudited Pro Forma Combined Financial Information" and "Unaudited Pro Forma Combined Financial Information" and elsewhere in the Prospectus and in the Registration Statement present fairly the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings to fixed charges set forth in the Prospectus under the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" and "Ratio of Earnings to Fixed Charges" have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Act.

Preparation of the Financial Statements. The consolidated financial statements of the Company, together with the related notes, included or incorporated by reference in the Registration Statement and the Prospectus, or in any supplement thereto or amendment thereof, Offering Memorandum present fairly, in all material respects (i) respects, the consolidated financial position of the Company and its subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation Subsidiaries as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The supporting schedules financial statements included in the Registration Statement present fairly Offering Memorandum comply as to form with the information required to be stated thereinapplicable requirements of the Securities Act. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States of America applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data with respect to the Company and its Subsidiaries set forth in the Prospectus Offering Memorandum under the captions "Prospectus Summary--Offering Memorandum Summary -- Summary Consolidated Historical and Pro Forma Financial Informationand Operating Data," "Unaudited Pro Forma Condensed Consolidated Financial Statements" and "Selected Historical Financial Informationand Operating Data" and "Capitalization" fairly present fairly, in all material respects, the historical financial information set forth therein on a basis consistent with that of the audited and unaudited financial statements contained in the Registration StatementOffering Memorandum. The unaudited pro forma financial statements data of the Company and its subsidiaries Subsidiaries, and the related notes thereto included under the caption "Prospectus Summary -- Unaudited Pro Forma Combined Financial Information" and "Unaudited Pro Forma Combined Financial Information" and elsewhere in the Prospectus and Offering Memorandum present fairly, in the Registration Statement present fairly all material respects, the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable in light of then existing conditions and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings to fixed charges set forth in the Prospectus under the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" and "Ratio of Earnings to Fixed Charges" have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Act.

Preparation of the Financial Statements. The consolidated financial statements included of the Company filed with the Commission as a part of or incorporated by reference in the Registration Statement and included or incorporated by reference in the Prospectus, or in any supplement thereto or amendment thereof, Disclosure Package and the Prospectus present fairly, in all material respects (i) fairly the consolidated financial position of the Company and its subsidiaries Subsidiaries or of DLS, Specialty Rental Tools Inc., W.T. Enterprises Inc., Delta Rental Service, Inc. and (ii) Capcoil Tubing Services, Inc., as the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation case may be, as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein. Such financial statements and any supporting schedules thereto comply as to form with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles principles, as applied in the United States States, applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other The Registration Statement contains all financial statements or supporting schedules that are required to be included in the Registration Statementor incorporated by reference therein. The financial data set forth in the preliminary prospectus and the Prospectus under the captions "“Prospectus Summary--—Summary Historical and Pro Forma Consolidated Financial Information," "”, “Selected Historical Consolidated Financial Information" ” and "“Capitalization" ” fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The pro forma consolidated financial statements of the Company and its subsidiaries Subsidiaries and DLS Drilling Logistics and Services Corporation and the related notes thereto included under the caption "captions “Prospectus Summary—Summary -- Historical and Pro Forma Consolidated Financial Information” and “Unaudited Pro Forma Combined As Adjusted Consolidated Financial Information" and "Unaudited Pro Forma Combined Financial Information" ”, and elsewhere in the preliminary prospectus and the Prospectus and in the Registration Statement or incorporated by reference in the preliminary prospectus, the Prospectus and the Registration Statement, present fairly the information contained therein, have been prepared in accordance with the Commission's ’s rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases basis described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings to fixed charges set forth in the Prospectus under the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" and "Ratio of Earnings to Fixed Charges" have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Act.

Preparation of the Financial Statements. The financial statements included or incorporated by reference in filed with the Commission as a part of the Registration Statement and included in the Prospectus, or in any supplement thereto or amendment thereof, Prospectus present fairly, in all material respects (i) fairly the consolidated financial position of the Company and its subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The supporting schedules schedule included in the Registration Statement present presents fairly in all material respects the information required to be stated therein. Such financial statements and supporting schedules schedule have been prepared in conformity with generally accepted accounting principles as applied in the United States States, which principles have been applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data set forth in the Prospectus under the captions "Prospectus Summary--Summary Historical Consolidated Financial InformationData," "Selected Historical Consolidated Financial InformationData" and "Capitalization" fairly present in all material respects the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The pro forma financial statements consolidated balance sheet of the Company and its subsidiaries and the related notes thereto included under the caption "Prospectus Summary -- Unaudited Pro Forma Combined Financial Information" and "Unaudited Pro Forma Combined Financial Information" and elsewhere in the Prospectus and in the Registration Statement present presents fairly in all material respects the information contained therein, have has been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have has been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings No other pro forma financial information is required to fixed charges set forth be included in the Prospectus under the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" and "Ratio of Earnings Registration Statement pursuant to Fixed Charges" have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Act.X.

Preparation of the Financial Statements. The financial statements statements, together with the related schedules and notes, included or incorporated by reference in the Registration Statement and the Prospectus, or in any supplement thereto or amendment thereof, Offering Memorandum present fairly, fairly in all material respects (i) the consolidated financial position of the entities (including the Company and its subsidiaries Subsidiaries and (iiSealy and its Subsidiaries) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation to which they relate as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data set forth in the Prospectus Offering Memorandum under the captions "Prospectus “Summary--–Summary Historical Consolidated Financial InformationData–Tempur-Pedic," "” “Summary–Summary Consolidated Financial Data–Sealy,” “Selected Historical Financial Information" –Tempur-Pedic” and "Capitalization" “Selected Historical Financial Information–Sealy” fairly present in all material respects the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration StatementOffering Memorandum. The pro forma condensed combined financial statements of the Company and its subsidiaries Subsidiaries and the related notes thereto included under the caption "Prospectus captions “Summary–Summary -- Unaudited Pro Forma Consolidated Financial Data,” “Capitalization” and “Unaudited Pro Forma Condensed Combined Financial Information" and "Unaudited Pro Forma Combined Financial Information" ” and elsewhere in the Prospectus and in the Registration Statement Offering Memorandum present fairly in all material respects the information contained therein, have been prepared in accordance with the Commission's ’s rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings to fixed charges set forth statistical and market-related data and forward-looking statements included in the Prospectus under Offering Memorandum are based on or derived from sources that the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" Company believes to be reliable and "Ratio the Company believes such data is accurate in all material respects and represents its good faith estimates that are made on the basis of Earnings to Fixed Charges" data derived from such sources. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Offering Memorandum and the Pricing Disclosure Package fairly present the information called for in all material respects and have been calculated prepared in compliance accordance with Item 503(d) of Regulation S-K under the Securities ActCommission’s rules and guidelines applicable thereto.

Preparation of the Financial Statements. The financial statements included or incorporated by reference in filed with the Commission as a part of the Registration Statement and included in the Prospectus, or in any supplement thereto or amendment thereof, Prospectus present fairly, in all material respects (i) fairly the consolidated financial position of the Company and its subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation Subsidiaries as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The supporting schedules Fox & Hound Financial Statements filed with the Commission as a part of the Registration Statement and included in the Registration Statement Prospectus present fairly the information required to be stated thereinconsolidated financial position of the Fox & Hound Restaurant Group as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The Bailxx'x Xxxancial Statements filed with the Commission as a part of the Registration Statement and included in the Prospectus present fairly the consolidated financial position of Bailxx'x Xxxrts Grille, Inc. as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data set forth in the Prospectus under the captions "Prospectus Summary--Summary Historical Selected Financial InformationData," "Selected Historical Financial InformationData" and "Capitalization" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The pro forma financial statements Pro Forma Financial Statements of the Company and its subsidiaries Subsidiaries and the related notes thereto included under the caption "Prospectus Summary -- Unaudited Pro Forma Combined Condensed Financial Information" and "Unaudited Pro Forma Combined Financial InformationStatements" and elsewhere in the Prospectus and in the Registration Statement present fairly the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings to fixed charges set forth in the Prospectus under the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" and "Ratio of Earnings to Fixed Charges" have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Act.

Preparation of the Financial Statements. The financial statements included or incorporated by reference in filed with the Commission as a part of the Registration Statement and included in the Prospectus, or in any supplement thereto or amendment thereof, Prospectus present fairly, in all material respects (i) fairly the consolidated financial position of the Company and its subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation Subsidiaries as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. The pro forma financial statements included in the Registration Statement and the Prospectus comply in all material respects with the applicable requirements of Rule 11-02 of Regulation S-K of the Commission as interpreted by the Commission in this transaction and the pro forma adjustments have been properly applied to the historical amounts in compilation of such statements. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data set forth in the Prospectus under the captions "Prospectus Summary--Summary Historical Financial InformationData," "Selected Historical Consolidated Financial InformationData" and "Capitalization" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The In addition, the pro forma financial consolidated statements of the Company and its subsidiaries Subsidiaries and the related notes thereto included under the caption captions "Prospectus Summary -- Unaudited Pro Forma Combined Summary Financial InformationData" and "Unaudited Pro Forma Combined Selected Consolidated Financial InformationData" and elsewhere in the Prospectus and in the Registration Statement present fairly the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to the pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings to fixed charges set forth in the Prospectus under the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" and "Ratio of Earnings to Fixed Charges" have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Act.

Preparation of the Financial Statements. The financial statements included or incorporated by reference in the Registration Statement and the Prospectus, or in any supplement thereto or amendment thereof, present fairly, in all material respects (i) The consolidated historical financial statements, together with the consolidated financial position related schedules and notes, of the Company and its consolidated subsidiaries and (ii) included in the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation as of and at the dates indicated Disclosure Package and the Prospectus present fairly in all material respects, the consolidated financial position, results of their respective operations and cash flows of the Company as of the dates and for the periods specified. The supporting schedules included in indicated, comply as to form with the Registration Statement present fairly applicable accounting requirements of the information required to be stated therein. Such financial statements Securities Act and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, involved (except as may be expressly stated in otherwise noted therein), (ii) the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The selected financial data set forth in the Prospectus under the captions "Prospectus Summary--Summary Historical Financial Information," "caption “Selected Historical Financial Information" Data of Arch Coal” in the Disclosure Package and "Capitalization" the Prospectus fairly present present, on the basis stated in the Disclosure Package and the Prospectus, the information set forth therein on a basis consistent with that of included therein, and (iii) the audited financial statements contained in the Registration Statement. The unaudited pro forma financial statements information and related notes of the Company and its subsidiaries contained in the Disclosure Package and the related notes thereto included under the caption "Prospectus Summary -- Unaudited Pro Forma Combined Financial Information" and "Unaudited Pro Forma Combined Financial Information" and elsewhere in the Prospectus and in the Registration Statement present fairly the information contained therein, have been prepared in accordance with the Commission's ’s rules and guidelines with respect to pro forma financial statements guidance and have been properly presented on the bases described therein, and the give effect to assumptions used in the preparation thereof thereof, are on a reasonable basis and in good faith and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The To the knowledge of the Company's ratios , ICG’s consolidated historical financial statements, together with the related notes, of earnings to fixed charges set forth ICG and its consolidated subsidiaries included in the Disclosure Package and the Prospectus under present fairly in all material respects, the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" consolidated financial position, results of operations and "Ratio cash flows of Earnings ICG as of the dates and for the periods indicated, comply as to Fixed Charges" form with the applicable accounting requirements of the Securities Act and have been calculated prepared in compliance conformity with Item 503(d) of Regulation S-K under generally accepted accounting principles in the Securities ActUnited States applied on a consistent basis throughout the periods involved (except as otherwise noted therein).

Preparation of the Financial Statements. (i) The audited consolidated financial statements included or for the fiscal years ended December 31, 2021, 2020 and 2019 of Prologis and the Issuer, together with the related notes thereto and related schedules incorporated by reference in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus, present fairly the consolidated financial position of Prologis, or in any supplement thereto or amendment thereof, present fairly, in all material respects (i) the consolidated financial position of the Company and its subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation Issuer, as applicable, as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting related schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States and applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other The summary financial statements or supporting schedules are required to be information included in the Registration Statement. The financial data set forth in Preliminary Prospectus and the Prospectus under the captions "Prospectus Summary--Summary Historical Financial Information," "Selected Historical Financial Information" and "Capitalization" present fairly present in all material respects the information set forth shown therein and have been compiled on a basis consistent with that of the audited financial statements contained incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus. The In addition, the pro forma condensed combined financial statements of Prologis and the Company and its subsidiaries Issuer and the related notes thereto included under the caption "Prospectus Summary -- Unaudited Pro Forma Combined Financial Information" and "Unaudited Pro Forma Combined Financial Information" and elsewhere in the Prospectus and incorporated by reference in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus present fairly fairly, in all material respects, the information contained shown therein, have been prepared in accordance with the Commission's ’s rules and guidelines with respect to pro forma financial statements and have been properly presented compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings to fixed charges Except as set forth in clause (ii) below, no other financial statements or supporting schedules are required to be included in the Registration Statement. (ii) The audited consolidated financial statements for the fiscal years ended December 31, 2021, 2020 and 2019 of Duke Realty OP and DRE, together with the related notes thereto and related schedules incorporated by reference in the Registration Statement, the Preliminary Prospectus under and the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" Prospectus, present fairly the consolidated financial position of DRE, or the consolidated financial position of Duke Realty OP, as applicable, as of and "Ratio at the dates indicated and the results of Earnings to Fixed Charges" their respective operations and cash flows for the periods specified. Such financial statements and related schedules have been calculated prepared in compliance conformity with Item 503(d) of Regulation S-K under generally accepted accounting principles as applied in the Securities ActUnited States and applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto.

Preparation of the Financial Statements. The consolidated financial statements included of the Company filed with the Commission as a part of or incorporated by reference in the Registration Statement and included or incorporated by reference in the Prospectus, or in any supplement thereto or amendment thereof, Disclosure Package and the Prospectus present fairly, in all material respects (i) fairly the consolidated financial position of the Company and its subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation Subsidiaries as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein. Such financial statements and any supporting schedules thereto comply as to form with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles principles, as applied in the United States States, applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other The Registration Statement contains all financial statements or supporting schedules that are required to be included in the Registration Statementor incorporated by reference therein. The financial data set forth in the preliminary prospectus and the Prospectus under the captions "“Prospectus Summary--—Summary Historical and Pro Forma Consolidated Financial Information," "”, “Selected Historical Consolidated Financial Information" ” and "“Capitalization" ” fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The pro forma consolidated financial statements of the Company and its subsidiaries Subsidiaries and DLS Drilling Logistics and Services Corporation and the related notes thereto included under the caption "captions “Prospectus Summary—Summary -- Historical and Pro Forma Consolidated Financial Information” and “Unaudited Pro Forma Combined As Adjusted Consolidated Financial Information" and "Unaudited Pro Forma Combined Financial Information" ”, and elsewhere in the preliminary prospectus and the Prospectus and in the Registration Statement or incorporated by reference in the preliminary prospectus, the Prospectus and the Registration Statement, present fairly the information contained therein, have been prepared in accordance with the Commission's ’s rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases basis described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings to fixed charges set forth in the Prospectus under the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" and "Ratio of Earnings to Fixed Charges" have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Act.

Preparation of the Financial Statements. The financial statements included or together with the related notes thereto, incorporated by reference in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus, or in any supplement thereto or amendment thereof, Prospectus present fairly, in all material respects (i) fairly the consolidated financial position of the Company and its subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements comply as to form with the accounting requirements of the Securities Act and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The selected financial data set forth and the summary financial information included in the Preliminary Prospectus under and the captions "Prospectus Summary--Summary Historical Financial Information," "Selected Historical Financial Information" and "Capitalization" present fairly present the information set forth shown therein and have been compiled on a basis consistent with that of the audited financial statements contained included in the Registration Statement, the Preliminary Prospectus and the Prospectus. The In addition, if any pro forma financial statements of the Company and its subsidiaries and the related notes thereto are included under the caption "Prospectus Summary -- Unaudited Pro Forma Combined Financial Information" and "Unaudited Pro Forma Combined Financial Information" and elsewhere in the Prospectus and in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes present fairly the information contained shown therein, have been prepared in accordance with the Commission's ’s rules and guidelines with respect to pro forma financial statements and have been properly presented compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings to fixed charges set forth in the Prospectus under the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" and "Ratio of Earnings to Fixed Charges" have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Act.

Preparation of the Financial Statements. The financial statements included or incorporated by reference in filed with the Commission as a part of the Registration Statement and included in the Prospectus, or in any supplement thereto or amendment thereof, Prospectus present fairly, in all material respects (i) fairly the consolidated financial position of the Company and its subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical financial data set forth in the Prospectus under the captions "Prospectus Summary--Summary Historical and Pro Forma Financial InformationData," "Selected Historical Financial InformationData" and "Capitalization" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The Company and its subsidiaries have no material contingent obligations that are not disclosed in the Company's financial statements in the Registration Statement and the Prospectus. The pro forma financial statements of the Company and its subsidiaries and the related notes thereto and other pro forma financial data included under the caption "Prospectus Summary--Summary -- Unaudited Historical and Pro Forma Combined Financial InformationData," and "Unaudited Pro Forma Combined Financial InformationData," and elsewhere in the Prospectus and in the Registration Statement present fairly the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases basis described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings to fixed charges set forth therein (in the Prospectus under the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" and "Ratio case of Earnings to Fixed Charges" have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Actpro forma financial data).

Preparation of the Financial Statements. The financial statements included or incorporated by reference in filed with the Commission as a part of the Registration Statement and included in the Prospectus, or in any supplement thereto or amendment thereof, Disclosure Package and the Prospectus present fairly, in all material respects (i) fairly the consolidated financial position of the Company and its consolidated subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements comply as to form with the applicable accounting requirements of the Securities Act and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States and applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data set forth in the preliminary prospectus and the Prospectus under the captions "“Prospectus Summary--—Summary Historical Selected Financial Information," "Data”, “Selected Historical Financial Information" Data” and "“Capitalization" ” fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The pro forma consolidated financial statements of the Company and its subsidiaries and the related notes thereto included under the caption "Prospectus Summary -- “Unaudited Pro Forma Combined Financial Information" and "Unaudited Pro Forma Combined Financial Information" Consolidated Statements of Operations” and elsewhere in the preliminary prospectus and the Prospectus and in the Registration Statement present fairly the information contained therein, have been prepared in accordance with the Commission's ’s rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases basis described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings to fixed charges set forth in the Prospectus under the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" and "Ratio of Earnings to Fixed Charges" have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Act.

Preparation of the Financial Statements. The consolidated historical financial statements of the Company and the related notes and schedules thereto included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, or in any supplement thereto or amendment thereof, Prospectus present fairly, in all material respects (i) respects, the consolidated financial position of the Company and its consolidated subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation as of and at the dates indicated and the results of their respective operations operations, stockholders’ equity and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared specified in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, involved (except as may be expressly stated in otherwise noted therein). Except as disclosed therein, the related notes thereto. No other selected financial statements or supporting schedules are required to be included data and summary financial information of the Company set forth under the captions “Prospectus Summary—Summary Historical Consolidated Financial Data” and “Selected Historical Consolidated and Combined Financial Data” in the Registration Statement. The financial data set forth in , the General Disclosure Package and the Prospectus under the captions "Prospectus Summary--Summary Historical Financial Information," "Selected Historical Financial Information" and "Capitalization" fairly present fairly, in all material respects, the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement, the General Disclosure Package and the Prospectus. The unaudited pro forma condensed consolidated financial statements of the Company and its subsidiaries and the related notes thereto included under the caption "Prospectus Summary -- Unaudited Pro Forma Combined Financial Information" and "Unaudited Pro Forma Combined Financial Information" and elsewhere in the Prospectus and in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly the information contained shown therein, have been prepared in accordance with the Commission's ’s rules and guidelines with respect to pro forma financial statements and have been properly presented compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings to fixed charges set forth in the Prospectus under the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" and "Ratio of Earnings to Fixed Charges" have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Act.

Preparation of the Financial Statements. The consolidated financial statements statements, together with the related schedules and notes, included or incorporated by reference in the Registration Statement and the Prospectus, or in any supplement thereto or amendment thereof, Offering Memorandum present fairly, in all material respects (i) fairly the consolidated financial position of the Company and its subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation entities to which they relate as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States GAAP applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data set forth or incorporated by reference in the Prospectus Offering Memorandum under the captions "Prospectus Summary--“Summary Historical Consolidated Financial Information," "Selected and Other Data of Nexstar” and “Summary Historical Consolidated Financial Information" and "Capitalization" Other Data of Tribune” fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained or incorporated by reference in the Registration StatementOffering Memorandum. The pro forma combined financial statements of the Company Parent and its subsidiaries and the related notes thereto included under the caption "Prospectus Summary -- Unaudited Pro Forma Combined Financial Information" and "Unaudited Pro Forma Combined Financial Information" and elsewhere or incorporated by reference in the Prospectus and in the Registration Statement Offering Memorandum present fairly the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements Regulation S-X and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings to fixed charges set forth interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Prospectus under Offering Memorandum and the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" Pricing Disclosure Package fairly present the information called for in all material respects and "Ratio of Earnings to Fixed Charges" have been calculated prepared in compliance accordance with Item 503(d) the Commission’s rules and guidelines applicable thereto. The statistical and market-related data and forward-looking statements included in the Pricing Disclosure Package and the Final Offering Memorandum are based on or derived from sources that the Nexstar Parties believe to be reliable and accurate and represent their good faith estimates that are made on the basis of Regulation S-K under the Securities Actdata derived from such sources.

Preparation of the Financial Statements. The financial statements statements, together with the related schedules and notes, included in or incorporated by reference into the Registration Statement and included or incorporated by reference in the Registration Statement Disclosure Package and the Prospectus, or in any supplement thereto or amendment thereof, Prospectus present fairly, in all material respects (i) fairly the consolidated financial position of the Company and its subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation entities to which they relate as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules in all material respects have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data set forth in the Prospectus under the captions "Prospectus “Summary--—Summary Historical Consolidated Financial Information," "Selected Historical Financial Information" and "Capitalization" Data” fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained incorporated by reference into the Prospectus except as otherwise stated therein. The statistical and market-related data and forward-looking statements included in the Registration StatementProspectus are based on or derived from sources that the Company and its consolidated subsidiaries believe to be reliable and accurate in all material respects and represent their good faith estimates that are made on the basis of data derived from such sources. The pro forma condensed consolidated financial statements of the Company and its subsidiaries and the related notes thereto included under incorporated by reference in each of the caption "Prospectus Summary -- Unaudited Pro Forma Combined Financial Information" and "Unaudited Pro Forma Combined Financial Information" and elsewhere in Preliminary Prospectus, the Prospectus and in the Registration Statement present fairly in all material respects the information contained therein, have been prepared in accordance with the Commission's ’s rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases basis described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings to fixed charges set forth interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus under fairly present the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" information called for in all material respects and "Ratio of Earnings to Fixed Charges" have been calculated prepared in compliance accordance with Item 503(d) of Regulation S-K under the Securities ActCommission’s rules and guidelines applicable thereto.

Preparation of the Financial Statements. The financial statements statements, together with the related schedules and notes, included or incorporated by reference in the Registration Statement and the Prospectus, or in any supplement thereto or amendment thereof, Offering Memorandum present fairly, fairly in all material respects (i) the consolidated financial position of the Company (or its predecessor, ATD Operating Company) and its subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in all material respects in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data set forth in the Prospectus Offering Memorandum under the captions "Prospectus “Summary--—Summary Historical and Proforma Consolidated Financial Information," "Data” and “Selected Historical Consolidated Financial Information" and "Capitalization" Data” fairly present in all material respects the information set forth therein on a basis consistent in all material respects with that of the audited financial statements contained in the Registration StatementOffering Memorandum. The pro forma consolidated financial statements of the Company and its subsidiaries and the related notes thereto included under the caption "Prospectus “Summary—Summary -- Historical and Adjusted Financial Data”, “Unaudited Pro Forma Combined Consolidated Financial Information" and "Unaudited Pro Forma Combined Financial Information" Statements” and elsewhere in the Prospectus and in the Registration Statement Offering Memorandum present fairly in all material respects the information contained therein, have been prepared in all material respects in accordance with the Commission's ’s rules and guidelines with respect to pro forma financial statements and have been properly presented in all material respects on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings to fixed charges set forth in the Prospectus under the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" and "Ratio of Earnings to Fixed Charges" have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Act.

Preparation of the Financial Statements. The financial statements included or incorporated by reference in filed with the Commission as a part of the Registration Statement and included in the Prospectus, or in any supplement thereto or amendment thereof, Prospectus present fairly, in all material respects (i) fairly the consolidated financial position of the Company and its subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data set forth in the Prospectus under the captions "Prospectus Summary--Summary Historical Selected Financial and Operating Information," "Selected Historical Financial Information, "Capitalization" and "CapitalizationSelected Consolidated Financial Data" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The pro forma portfolio- based financial statements of the Company and its subsidiaries and the related notes thereto included under the caption "Prospectus Summary -- Unaudited Pro Management's Discussion and Analysis of Financial Condition and Results of Operations--Results of Operations--Pro- Forma Combined Financial Information"Portfolio-Based" and "Unaudited Pro Forma Combined Financial InformationEarnings Data" and elsewhere in the Prospectus and in the Registration Statement present fairly the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings No other pro forma financial information is required to fixed charges set forth be included in the Prospectus under the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" and "Ratio of Earnings Registration Statement pursuant to Fixed Charges" have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Act.X.

Preparation of the Financial Statements. The consolidated financial statements and schedules of (x) the Company and its consolidated subsidiaries and (y) Dynamic and its consolidated subsidiaries in each case included or incorporated by reference in the Registration Statement and the Prospectus, or in any supplement thereto or amendment thereof, Offering Memorandum present fairly, in all material respects (i) fairly the consolidated financial position of the Company and its subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation entities to which they relate as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements comply as to form with the applicable accounting requirements of Regulation S-X and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States States, applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other Except as disclosed in the Offering Memorandum, the pro forma financial statements of the Company and of Dynamic included or supporting schedules are required to be included incorporated by reference in the Registration StatementOffering Memorandum comply as to form in all material respects with the applicable requirements of Regulation S-X and give effect to assumptions made on a reasonable basis as set forth in such financial statements. The financial data set forth in the Prospectus Offering Memorandum (i) in the tables under the captions "Prospectus Summary--caption “Summary Historical Consolidated and Pro Forma Condensed Financial Data—XxxxXxxxx” (excluding the information set forth under the “Pro Forma” columns therein), (ii) in the tables under the caption “Summary Historical Consolidated and Pro Forma Condensed Financial Information," "Selected Historical Financial Information" —Dynamic” (excluding the information set forth under the “Pro Forma” columns therein), and "(iii) under the “Actual” column under the caption “Capitalization" ” fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained incorporated by reference in the Registration StatementOffering Memorandum. The pro forma financial statistical and market related data and forward looking statements of included in the Offering Memorandum are based on or derived from sources that the Company and its subsidiaries believe to be reliable and accurate in all material respects and represent their good faith estimates that are made on the related notes thereto basis of data derived from such sources. The interactive data in eXtensible Business Reporting Language included under the caption "Prospectus Summary -- Unaudited Pro Forma Combined Financial Information" and "Unaudited Pro Forma Combined Financial Information" and elsewhere or incorporated by reference in the Prospectus and in Pricing Disclosure Package or the Registration Statement present Offering Memorandum fairly presents the information contained therein, have called for in all material respects and has been prepared in accordance with the Commission's ’s rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings to fixed charges set forth in the Prospectus under the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" and "Ratio of Earnings to Fixed Charges" have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Actapplicable thereto.

Preparation of the Financial Statements. The historical financial statements included or incorporated by reference in filed with the Commission as a part of the Registration Statement and included in the Prospectus, or in any supplement thereto or amendment thereof, Prospectus present fairly, fairly in all material respects (i) the consolidated financial position of the Company and its subsidiaries and (ii) the financial position of each of the Household Company, TRIAD Holdings, Inc. and its subsidiaries, Healthcare Technology Delivery, Inc. and its subsidiaries, Sun Medical, Inc., Custom Medical Specialties, Inc., Kentec Medical, Inc., Products Group (excluding the Cleaning for Surgery, Inc. and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation its subsidiaries, MegaTech Medical, Inc., Omni Medical, Inc. and PCI Medical, Inc. as of and at the respective dates indicated and the results of each such company's (and, in the case of each of TRIAD Holdings, Inc., Healthcare Technology Delivery, Inc. and Products for Surgery, Inc., their respective subsidiaries) operations and cash flows for the periods specified. The supporting schedules included in specified and on the Registration Statement present fairly the information required to be stated basis described therein, respectively. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the respective related notes thereto. The pro forma combined financial statements of the Company and the Founding Companies, together with the related notes, as set forth in the Registration Statement, present fairly the information shown therein, have been prepared in accordance with the applicable provisions of Article 11 of Regulation S-X promulgated by the Commission with respect to pro forma financial statements and have been properly compiled on the pro forma bases described therein, and in the opinion of the Company, the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions or circumstances referred to therein. No other financial statements or supporting schedules schedules, other than the Financial Data Schedule required by Item 601(c) of Regulation S-K under the Securities Act, are required to be included in the Registration Statement. The financial data set forth in the Prospectus under the captions "Prospectus Summary--Summary Historical Unaudited Pro Forma Combined Financial InformationData," "Selected Prospectus Summary--Summary Historical Financial InformationData for Accounting Acquirer," "Capitalization" and "CapitalizationSelected Historical and Pro Forma Combined Financial Data" fairly present the information set forth therein on a basis consistent with that of the audited financial statements or the pro forma combined financial statements, as the case may be, contained in the Registration Statement. The pro forma financial statements of the Company and its subsidiaries and the related notes thereto included under the caption "Prospectus Summary -- Unaudited Pro Forma Combined Financial Information" and "Unaudited Pro Forma Combined Financial Information" and elsewhere in the Prospectus and in the Registration Statement present fairly the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings to fixed charges set forth in the Prospectus under the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" and "Ratio of Earnings to Fixed Charges" have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Act.

Preparation of the Financial Statements. The consolidated financial statements of the Company, together with the related notes, included or incorporated by reference in the Registration Statement and Offering Memorandum present fairly the Prospectus, or in any supplement thereto or amendment thereof, present fairly, in all material respects (i) the consolidated financial position of the Company and its subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules of the Company have been prepared in conformity with generally accepted accounting principles as applied in the United States Canada applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other , and with respect to the audited consolidated financial statements or supporting schedules are required of the Company have been reconciled to be included generally accepted accounting principles as applied in the Registration StatementUnited States in accordance with Item 17 of Form 20-F under the Exchange Act. The financial data set forth in the Prospectus Offering Memorandum under the captions "Prospectus Summary--Summary Historical — Summary Consolidated Financial Information," "Selected Historical Financial InformationData" and "CapitalizationSelected Consolidated Financial Data" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration StatementOffering Memorandum. The unaudited pro forma condensed combined financial statements information of the Company and its subsidiaries and the related notes thereto included under the caption "Prospectus Summary -- Unaudited Pro Forma Combined — Summary Consolidated Financial InformationData," and "Unaudited Pro Forma Condensed Combined Financial InformationStatements" and elsewhere in the Prospectus and in the Registration Statement Offering Memorandum present fairly the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements (except that they have not been reconciled to generally accepted accounting principles as applied in the United States) and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings to fixed charges set forth in the Prospectus under the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" and "Ratio of Earnings to Fixed Charges" have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Act.

Preparation of the Financial Statements. The historical financial statements statements, together with the related schedules and notes, included or incorporated by reference in the Registration Statement Preliminary Offering Memorandum and in the Prospectus, or in any supplement thereto or amendment thereof, Offering Memorandum present fairly, in all material respects (i) fairly the consolidated financial position of the Company and its subsidiaries or of DLS, Specialty Rental Tools Inc., W. T. Enterprises, Inc., Delta Rental Service, Inc. and (ii) Capcoil Tubing Services, Inc., as the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation case may be, as of and at the dates indicated and the consolidated results of their respective operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles principles, as applied in the United States States, applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other The historical financial statements or supporting schedules are required to be included in the Registration Statement. The financial data information set forth in the Prospectus Preliminary Offering Memorandum and in the Offering Memorandum under the captions "Prospectus “Offering Memorandum Summary--—Summary Historical and Pro Forma Consolidated Financial Information," "” and “Selected Historical Consolidated Financial Information" and "Capitalization" ” fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration StatementPreliminary Offering Memorandum and in the Offering Memorandum. The pro forma consolidated condensed financial statements of the Company and its subsidiaries and the related notes thereto included under the caption "Prospectus “Offering Memorandum Summary—Summary -- Historical and Pro Forma Consolidated Financial Information,” “Unaudited Pro Forma Combined As Adjusted Consolidated Financial Information" and "Unaudited Pro Forma Combined Financial Information" ” and elsewhere in the Prospectus Preliminary Offering Memorandum and in the Registration Statement Offering Memorandum present fairly the information contained therein, have been prepared in accordance with the Commission's SEC’s rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings to fixed charges set forth in the Prospectus under the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" and "Ratio of Earnings to Fixed Charges" have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Act.

Preparation of the Financial Statements. The financial statements statements, together with the related schedules and notes, included or incorporated by reference in the Registration Statement and the Prospectus, or in any supplement thereto or amendment thereof, Offering Memorandum present fairly, in all material respects (i) fairly the consolidated financial position of the Company and its subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation entities to which they relate as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data set forth in the Prospectus Offering Memorandum under the captions "Prospectus “Summary--—Summary Historical and Pro Forma Financial Information," "Data” and “Selected Historical Financial Information" and "Capitalization" Data” fairly present the information set forth therein on a basis consistent with that of the audited financial statements and unaudited pro forma financial statements, as applicable, contained in the Registration StatementOffering Memorandum, except as noted therein. The unaudited pro forma combined financial statements of the Company and its subsidiaries Issuer and the related notes thereto included under the caption "Prospectus Summary -- Unaudited Pro Forma Combined Financial Information" and "Unaudited Pro Forma Combined Financial Information" and elsewhere in the Prospectus and in the Registration Statement Offering Memorandum present fairly the information contained therein, have been prepared in accordance with the Commission's ’s rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings to fixed charges set forth statistical and market-related data and forward-looking statements included in the Prospectus under Offering Memorandum are based on or derived from sources that the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" Issuer believes to be reliable and "Ratio accurate in all material respects and, in the case of Earnings to Fixed Charges" have been calculated in compliance with Item 503(d) the forward-looking information, represents its good faith estimates that are made on the basis of Regulation S-K under the Securities Actdata derived from such sources.

Preparation of the Financial Statements. The financial statements included filed with the Commission as a part of or incorporated by reference in the Registration Statement and included or incorporated by reference in the Prospectus, or in any supplement thereto or amendment thereof, Disclosure Package and the Prospectus present fairly, in all material respects (i) fairly the consolidated financial position of the Company and its subsidiaries and (ii) subsidiaries, as the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation case may be, as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules comply as to form with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data set forth in the preliminary prospectus and the Prospectus under the captions "Prospectus Supplement Summary--Summary Historical —Selected Consolidated Financial InformationData," "Selected Historical Financial Information" and "Capitalization" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The pro forma consolidated financial statements of the Company and its subsidiaries and the related notes thereto included under the caption "Prospectus Supplement Selected Consolidated—Summary -- Unaudited Pro Forma Combined Financial Information" and "Unaudited Pro Forma Combined Financial InformationData" and elsewhere in the preliminary prospectus and the Prospectus and in the Registration Statement or incorporated by reference in the preliminary prospectus, the Prospectus and the Registration Statement present fairly the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases basis described therein, and the assumptions used in the preparation thereof are reasonable and the pro forma adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings therein and the pro forma adjustments have been properly applied to fixed charges set forth the historical amounts in the computation of compilation of such pro forma financial statements. All of the disclosures contained or incorporated by reference into the preliminary prospectus and the Prospectus under and the caption Registration Statement regarding "Prospectus Summary -- Summary Historical Financial Information,non-GAAP financial measures" "Selected Historical Financial Information" (as such term is defined by the rules and "Ratio regulations of Earnings to Fixed Charges" have been calculated in compliance the Commission) comply with Regulation G of the Exchange Act and Item 503(d) 10 of Regulation S-K under the Securities Act, to the extent applicable. No other financial statements (pro forma or otherwise) or supporting schedules are required to be included or incorporated by reference in the Registration Statement or the preliminary prospectus or prospectus.

Preparation of the Financial Statements. The financial statements included or incorporated by reference in filed with the Commission as a part of the Registration Statement and included in the Prospectus, or in any supplement thereto or amendment thereof, Prospectuses present fairly, in all material respects fairly (i) the consolidated financial position of the Company and its subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation as of and at the dates indicated and the results of their operations and cash flows for the periods specified and (ii) present fairly the consolidated financial position of the Acquired Entities and their respective subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements of the Company and supporting schedules the financial statements of the Acquired Entities have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data set forth in the Prospectus Prospectuses under the captions "Prospectus Summary--Summary Historical Financial Information," Data"Selected Historical Financial Information, "Capitalization" and "CapitalizationSelected Financial Data" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The pro forma condensed financial statements of the Company and its subsidiaries and the related notes thereto included under the caption "Prospectus Summary -- Unaudited Pro Forma Combined Financial Information" and "Unaudited Pro Forma Combined Financial InformationData" and elsewhere in the Prospectus Prospectuses and in the Registration Statement present fairly the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings No other pro forma financial information is required to fixed charges set forth be included in the Prospectus under the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" and "Ratio of Earnings Registration Statement pursuant to Fixed Charges" have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Act.X.

Preparation of the Financial Statements. The financial statements statements, together with the related schedules and notes, included or incorporated by reference in the Registration Statement and the Prospectus, or in any supplement thereto or amendment thereof, Offering Memorandum present fairly, in all material respects (i) respects, the consolidated financial position of the Company and its subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation entities to which they relate as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involvedpresented, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data set forth in the Prospectus Offering Memorandum under the captions "Prospectus “Offering Memorandum Summary--–Summary Historical and Unaudited Pro Forma Financial Information," "Data of TopBuild Corp.” and “Selected Historical Consolidated Financial Information" and "Capitalization" Information of TopBuild Corp.,” fairly present present, in all material respects, the information set forth therein on a basis consistent with that of the applicable audited financial statements contained in the Registration StatementOffering Memorandum. The pro forma condensed consolidated financial statements of the Company and its subsidiaries and the related notes thereto included under the caption "Prospectus “Offering Memorandum Summary–Summary -- Historical and Unaudited Pro Forma Combined Financial Information" Data of TopBuild Corp.” and "“Unaudited Pro Forma Combined Condensed Consolidated Financial Information" ” and elsewhere in the Prospectus and Offering Memorandum present fairly, in the Registration Statement present fairly all material respects, the information contained therein, have been prepared in all material respects in accordance with the Commission's ’s rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings to fixed charges set forth statistical and market-related data and forward-looking statements included in the Prospectus under Offering Memorandum are based on or derived from sources that the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" Company and "Ratio its subsidiaries believe to be reliable and accurate in all material respects and represent their good faith estimates that are made on the basis of Earnings to Fixed Charges" data derived from such sources. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Offering Memorandum and the Pricing Disclosure Package fairly present the information called for in all material respects and have been calculated prepared in compliance all material respects in accordance with Item 503(d) of Regulation S-K under the Securities ActCommission’s rules and guidelines applicable thereto.

Preparation of the Financial Statements. The financial statements statements, --------------------------------------- together with the related schedules and notes, included or incorporated by reference in the Registration Statement and the Prospectus, or in any supplement thereto or amendment thereof, Offering Memorandum present fairly, in all material respects (i) fairly the consolidated financial position of the Company and its subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data set forth in the Prospectus Offering Memorandum under the captions "Prospectus Offering Memorandum Summary--Summary Historical and Pro Forma Consolidated Financial Information,Data" and "Selected Historical Consolidated Financial Information" and "CapitalizationData" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration StatementOffering Memorandum. The pro forma consolidated financial statements of the Company and its subsidiaries and the related notes thereto included under the caption "Prospectus Offering Memorandum Summary--Summary -- Unaudited Historical and Pro Forma Combined Consolidated Financial Information" and Data", "Unaudited Pro Forma Combined Consolidated Financial Information" and elsewhere in the Prospectus and in the Registration Statement Offering Memorandum present fairly the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements statements, except that EBITDA and broadcast cash flow are not within the scope of the Commission's guidelines, and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings to fixed charges set forth in the Prospectus under the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" and "Ratio of Earnings to Fixed Charges" have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Act.

Preparation of the Financial Statements. The historical financial statements statements, together with the related schedules and notes, included or incorporated by reference in the Registration Statement Disclosure Package and the Prospectus, or in any supplement thereto or amendment thereof, Prospectus present fairly, in all material respects (i) fairly the consolidated financial position of the Company and its subsidiaries subsidiaries, Grant Geophysical, Inc. (“Grant”) and (ii) the financial position of the Household Products Group (excluding the Cleaning its subsidiaries, and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation Trace and its subsidiaries, as applicable, as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements for the Company and supporting schedules its subsidiaries and for Grant and its subsidiaries have been prepared in conformity with generally accepted accounting principles principles, as applied in the United States States, and such financial statements for Trace and its subsidiaries have been prepared in conformity with the generally accepted accounting principles in Canada, applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data set forth in the Disclosure Package and the Prospectus under the captions "Prospectus “Summary--—Summary Historical and Unaudited Pro Forma Combined Financial Information," "” and “Selected Historical Consolidated Financial Information" ” and "Capitalization" elsewhere in the Disclosure Package fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration StatementDisclosure Package and the Prospectus. The pro forma consolidated financial statements of the Company and its subsidiaries and the related notes thereto included under the caption "Prospectus “Summary—Summary -- Historical Consolidated and Unaudited Pro Forma Combined Financial Information" and ",” “Unaudited Pro Forma Combined Financial Information" ” and elsewhere in the Disclosure Package and the Prospectus and in the Registration Statement present fairly the information contained therein, have been prepared in accordance with the Commission's ’s rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings to fixed charges set forth in the Prospectus under the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" and "Ratio of Earnings to Fixed Charges" have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Act.

Preparation of the Financial Statements. The financial statements included or incorporated by reference in of the Company filed with the Commission as a part of the Registration Statement and included in the Prospectus, or in any supplement thereto or amendment thereof, Disclosure Package and the Prospectus present fairly, in all material respects (i) fairly the consolidated financial position of the Company and its subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements comply as to form with the applicable accounting requirements of the Securities Act and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data set forth in each of the Statutory Prospectus and the Prospectus under the captions "Prospectus “Summary--—Summary Historical Consolidated Financial InformationData," "” “Selected Historical Consolidated Financial Information" Data” and "“Capitalization" ” fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. [The pro forma combined condensed financial statements of the Company and its subsidiaries and the related notes thereto included or under the caption "Prospectus captions “Summary—Summary -- Unaudited Pro Forma Combined Consolidated Financial Information" and "Unaudited Pro Forma Combined Data,” “Selected Consolidated Financial Information" Data”] and elsewhere in each of the Statutory Prospectus and the Prospectus and in the Registration Statement present fairly the information contained therein, have been prepared in accordance with the Commission's ’s rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases basis described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings to fixed charges set forth in the Prospectus under the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" and "Ratio of Earnings to Fixed Charges" have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Act.

Preparation of the Financial Statements. The financial statements included or incorporated by reference in filed with the Commission as a part of the Registration Statement and included in the Prospectus, or in any supplement thereto or amendment thereof, Prospectus present fairly, in all material respects (i) fairly the consolidated financial position of the Company and its subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data set forth in the Prospectus under the captions "Prospectus Summary--Summary Historical Consolidated Financial Information," Data", "Selected Historical Consolidated Financial InformationData" and "Capitalization" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The pro forma consolidated financial statements of the Company and its subsidiaries and the related notes thereto included under the caption "Prospectus Summary -- Unaudited Pro Forma Combined Summary Consolidated Financial Information" and Data"Unaudited Pro Forma Combined , "Selected Consolidated Financial InformationData" and elsewhere in the Prospectus and in the Registration Statement present fairly the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings No other pro forma financial information is required to fixed charges set forth be included in the Prospectus under the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" and "Ratio of Earnings Registration Statement Pursuant to Fixed Charges" have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Act.X.

Preparation of the Financial Statements. The financial statements included or incorporated by reference in filed with the Commission as a part of the Registration Statement and included in the Prospectus, or in any supplement thereto or amendment thereof, Prospectus present fairly, in all material respects (i) fairly the consolidated financial position of the Company and its subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with United States generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data set forth in the Prospectus under the captions "Prospectus “Summary--—Summary Historical Selected Financial Information," "” “Selected Historical Financial Information" ” and "“Capitalization" ” fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The unaudited pro forma financial statements information of the Company and its subsidiaries and the related notes thereto included under the caption "Prospectus Summary -- “Unaudited Pro Forma Combined Consolidated Financial Information" and "Unaudited Pro Forma Combined Financial Information" ” and elsewhere in the Prospectus and in the Registration Statement present fairly the information contained therein, have been prepared in accordance with the Commission's ’s rules and guidelines with respect to pro forma financial statements information and have been properly presented on the bases described therein, and management believes that the assumptions used in the preparation thereof are reasonable and that the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings to fixed charges set forth in the Prospectus under the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" and "Ratio of Earnings to Fixed Charges" have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Act.

Preparation of the Financial Statements. The consolidated financial statements statements, together with the related schedules and notes, included or incorporated by reference in the Registration Statement and the Prospectus, or in any supplement thereto or amendment thereof, Offering Memorandum present fairly, in all material respects (i) fairly the consolidated financial position of the Company and its subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation entities to which they relate as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States GAAP applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data set forth or incorporated by reference in the Prospectus Offering Memorandum under the captions "Prospectus Summary--caption “Summary Historical Consolidated Financial Information," "Selected Historical Financial Information" and "Capitalization" Other Data of Nexstar” fairly present presents the information set forth therein on a basis consistent with that of the audited financial statements contained or incorporated by reference in the Registration StatementOffering Memorandum. The pro forma combined financial statements of the Company Parent and its subsidiaries and the related notes thereto included under the caption "Prospectus Summary -- Unaudited Pro Forma Combined Financial Information" and "Unaudited Pro Forma Combined Financial Information" and elsewhere or incorporated by reference in the Prospectus and in the Registration Statement Offering Memorandum present fairly the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements Regulation S-X and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings to fixed charges set forth interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Prospectus under Offering Memorandum and the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" Pricing Disclosure Package fairly present the information called for in all material respects and "Ratio of Earnings to Fixed Charges" have been calculated prepared in compliance accordance with Item 503(d) the Commission’s rules and guidelines applicable thereto. The statistical and market-related data and forward-looking statements included in the Pricing Disclosure Package and the Final Offering Memorandum are based on or derived from sources that the Issuer believes to be reliable and accurate and represent their good faith estimates that are made on the basis of Regulation S-K under the Securities Actdata derived from such sources.

Preparation of the Financial Statements. The financial statements included or incorporated by reference in filed with the Commission as a part of the Registration Statement and included in the Prospectus, or in any supplement thereto or amendment thereof, Prospectus present fairly, in all material respects (i) fairly the consolidated financial position of the Company and its subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data set forth in the Prospectus under the captions "Prospectus Summary--Summary Historical Consolidated Financial InformationData", "Capitalization," "Dilution," "Selected Historical Consolidated Financial InformationData," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Capitalization" elsewhere in the Prospectus and in the Registration Statement fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The pro forma financial statements of the Company and its subsidiaries and the related notes thereto included under the caption captions "Prospectus Summary--Summary -- Unaudited Pro Forma Combined Consolidated Financial InformationData," "Capitalization," "Dilution," "Selected Consolidated Financial Data," "Management's Discussion and "Unaudited Pro Forma Combined Analysis of Financial InformationCondition and Results of Operations" and elsewhere in the Prospectus and in the Registration Statement present fairly the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings No other pro forma financial information is required to fixed charges set forth be included in the Prospectus under the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" and "Ratio of Earnings Registration Statement pursuant to Fixed Charges" have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Act.X.

Preparation of the Financial Statements. The financial statements included or incorporated by reference in filed with the Commission as a part of the Registration Statement and included in the Prospectus, or in any supplement thereto or amendment thereof, Time of Sale Prospectus and the Prospectus present fairly, in all material respects (i) fairly the consolidated financial position of the Company and its subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles International Financial Reporting Standards (“IFRS”) as applied in adopted by the United States International Accounting Standards Board (“IASB”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration StatementStatement or any Applicable Prospectus. The financial data set forth in the each Applicable Prospectus under the captions "“Prospectus Summary--Summary Historical Selected and Pro Forma Financial Data,” “Selected Financial Data,” “Unaudited Pro Forma Financial Information," "Selected Historical Financial Information" ” and "“Capitalization" ” fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration StatementStatement and each Applicable Prospectus. The pro forma [consolidated][condensed] financial statements of the Company and its subsidiaries and the related notes thereto included under the caption "[“Prospectus Summary--Summary -- Unaudited Pro Forma Combined [Consolidated] Selected Financial Information" and "Unaudited Data,” “Pro Forma Combined [Consolidated] Selected Financial Information" Data”] and elsewhere in the Prospectus and in the Registration Statement present fairly the information contained therein, have been prepared in accordance with the Commission's ’s rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The To the knowledge of the Company's ratios , no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of earnings to fixed charges set forth the Registration Statement and included in the Prospectus under the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" and "Ratio of Earnings to Fixed Charges" have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Actany Applicable Prospectus.

Preparation of the Financial Statements. The financial statements included or incorporated by reference in the General Disclosure Package, Prospectus and the Registration Statement and the Prospectus, or in any supplement thereto or amendment thereof, present fairly, in all material respects (i) fairly the consolidated financial position of the Company and its subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation subsidiaries, as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The supporting schedules included in the General Disclosure Package, Prospectus and the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules comply as to form with the applicable accounting requirements of the 1934 Act and the 1933 Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included filed pursuant to the 1000 Xxx. The selected financial data and summary financial information contained in the General Disclosure Package, Prospectus and the Registration Statement. The financial data set forth in the Prospectus under the captions "Prospectus Summary--Summary Historical Financial Information," "Selected Historical Financial Information" and "Capitalization" Statement fairly present the information set forth therein on a basis consistent with that of (i) the audited financial statements contained in the Registration StatementLexington Master Limited Partnership (“MLP”)’s most recent Annual Report on Form 10-K, as retrospectively adjusted in the MLP’s Current Report on Form 8-K dated January 18, 2007, and (ii) the audited financial statements contained in the Company’s most recent Annual Report on Form 10-K/A, as retrospectively updated in the Company’s Current Report on Form 8-K dated October 10, 2006. The pro forma financial statements of the Company and its subsidiaries information and the related notes thereto included under the caption "Prospectus Summary -- Unaudited Pro Forma Combined Financial Information" and "Unaudited Pro Forma Combined Financial Information" and elsewhere in the General Disclosure Package, Prospectus and in the Registration Statement (i) present fairly the information contained shown therein, have been prepared in accordance (ii) comply as to form with the Commission's rules applicable accounting requirements of Regulation S-X under the 1933 Act and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the (iii) include all significant adjustments used therein are appropriate necessary to give effect to the transactions merger of Nxxxxxx Realty Trust, Inc. into the Company. In addition, the assumptions underlying the foregoing pro forma financial information are reasonable and circumstances referred to thereinare set forth in the General Disclosure Package, Prospectus and the Registration Statement. Any non-GAAP financial measures, as defined under Regulation G under the 1933 Act, included in the General Disclosure Package, Prospectus and the Registration Statement are permitted for use in documents filed with the Commission. The Company's ratios ratio of earnings to fixed charges set forth contained in the General Disclosure Package, Prospectus under and the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" and "Ratio of Earnings to Fixed Charges" have Registration Statement has been calculated in compliance accordance with Item 503(d) of Regulation S-K K. The Company meets the conditions set forth in Rule 3-01(c) of Regulation S-X under the Securities 1933 Act.

Preparation of the Financial Statements. The financial statements of the Company and the financial statements of Multimedia Games, each together with the related schedules and notes, included or incorporated by reference in the Registration Statement and the Prospectus, or in any supplement thereto or amendment thereof, Offering Memorandum present fairly, in all material respects (i) fairly the consolidated financial position of the Company and its subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation entities to which they relate as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required , it being understood that unaudited interim financial statements are subject to be stated thereinnormal, year-end audit adjustments. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in otherwise specified therein or to the related notes thereto. No other extent unaudited interim financial statements exclude footnotes or supporting schedules are required to may be included in the Registration Statementcondensed or summary statements. The financial data set forth in the Prospectus Offering Memorandum under the captions "Prospectus “Summary--—Summary Consolidated Historical and Pro Forma Financial Data for GCA and Summary Consolidated Historical Financial Information," "Data for Multimedia Games”, “Selected Historical Financial Information" Data of GCA” and "Capitalization" “Selected Historical Financial Data of Multimedia Games” fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration StatementOffering Memorandum. The Except as may be otherwise specified therein, the pro forma consolidated financial statements of the Company and Company, its subsidiaries and the Multimedia Acquired Entities and the related notes thereto included under the caption "Prospectus captions “Offering Memorandum Summary—Summary -- Consolidated Historical and Pro Forma Financial Data for GCA and Summary Consolidated Historical Financial Data for Multimedia Games,” “Unaudited Pro Forma Condensed Combined Financial Information" and "Unaudited Pro Forma Combined Financial Information" Statements” and elsewhere in the Prospectus and in the Registration Statement Offering Memorandum present fairly the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements GAAP and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings to fixed charges set forth statistical and market-related data and forward-looking statements, including statements regarding synergies, cost savings and other financial projections, included in the Prospectus under Offering Memorandum are based on or derived from sources that the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" Company and "Ratio its subsidiaries believe to be reliable and accurate in all material respects and represent their good faith estimates that are made on the basis of Earnings to Fixed Charges" have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Actdata derived from such sources.

Preparation of the Financial Statements. The consolidated financial statements included or incorporated by reference in of the Company filed with the Commission as a part of the Registration Statement and included in the Prospectus, or in any supplement thereto or amendment thereof, Disclosure Package and the Prospectus present fairly, in all material respects (i) fairly the consolidated financial position of the Company and its subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. Such financial statements comply as to form with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The supporting schedules financial statements of Cortek, Inc. filed with the Commission as a part of the Registration Statement and included in the Registration Statement Disclosure Package and the Prospectus present fairly the information required to be stated thereinresults of operations and cash flows of Cortek, Inc. for the periods specified. Such financial statements comply as to form with the applicable accounting requirements of the Securities Act and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data set forth in each of the Statutory Prospectus and the Prospectus under the captions "Prospectus Summary--—Summary Historical Consolidated Financial InformationData," "Selected Historical Consolidated Financial InformationData" and "Capitalization" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The summary consolidated pro forma financial as adjusted balance sheet data of the Company and its subsidiaries, the unaudited pro forma condensed combined consolidated statements of operations of the Company and its subsidiaries and the related notes thereto and the other pro forma information included or under the caption captions "Prospectus Summary—Summary -- Unaudited Pro Forma Combined Consolidated Financial InformationData" and "Unaudited Pro Forma Condensed Combined Financial InformationConsolidated Statements of Operations For the Year Ended December 31, 2005" in each of the Statutory Prospectus and elsewhere in the Prospectus and in the Registration Statement present fairly fairly, in all material respects, the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases basis described therein, and and, in the opinion of the Company, the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings to fixed charges set forth in the Prospectus under the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" and "Ratio of Earnings to Fixed Charges" have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Act.

Preparation of the Financial Statements. The financial statements included or incorporated by reference in filed with the Commission as a part of the Registration Statement and included in the Prospectus, or in any supplement thereto or amendment thereof, Prospectus present fairly, in all material respects (i) fairly the consolidated financial position of the Company and its Enhanced Response Technologies and their respective subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The supporting schedules schedule included in the Registration Statement present presents fairly the information required to be stated therein. Such financial statements and supporting schedules schedule have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data set forth in the Prospectus under the captions "Prospectus Summary--Summary Historical Financial Information," Data", "Selected Historical Consolidated Financial InformationData" and "Capitalization" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The pro forma consolidated financial statements information of the Company and its subsidiaries and the related notes thereto included under the caption captions "Prospectus Summary--Summary -- Unaudited Financial Data", "Selected Consolidated Financial Data", "Pro Forma Combined Financial Information" and "Unaudited Pro Forma Combined Consolidated Financial Information" and elsewhere in the Prospectus and in the Registration Statement present fairly the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings to fixed charges set forth in the Prospectus under the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" and "Ratio of Earnings to Fixed Charges" have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Act.reasonable

Preparation of the Financial Statements. The consolidated financial statements of Holdings, together with the related notes, included or incorporated by reference in the Registration Statement and the Prospectus, or in any supplement thereto or amendment thereof, Offering Memorandum present fairly, in all material respects (i) respects, the consolidated financial position of the Company Holdings and its subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The supporting schedules financial statements of Holdings included in the Registration Statement present fairly Offering Memorandum comply as to form, in all material respects, with the information required applicable requirements of the Securities Act, other than with respect to be stated thereinthe omission of operating segments disclosures. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States and applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical financial data with respect to Holdings and its subsidiaries set forth in the Prospectus Offering Memorandum under the captions "Prospectus “Offering Memorandum Summary--—Summary Historical Consolidated Financial InformationData," "” “Unaudited Pro Forma Consolidated Financial Data” and “Selected Historical Consolidated Financial Information" and "Capitalization" Data” fairly present in all material respects the historical financial information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration StatementOffering Memorandum. The unaudited pro forma financial statements data of the Company Holdings and its subsidiaries subsidiaries, and the related notes thereto thereto, included under the caption "Prospectus Summary -- Unaudited Pro Forma Combined Financial Information" and "Unaudited Pro Forma Combined Financial Information" and elsewhere in the Prospectus and Offering Memorandum present fairly, in the Registration Statement present fairly all material respects, the information contained therein, and with the exception of Adjusted pro forma EBITDA, have been prepared in accordance with the Commission's ’s rules and guidelines with respect to pro forma financial statements statements, and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are believed to be reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings to fixed charges set forth in the Prospectus under the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" and "Ratio of Earnings to Fixed Charges" have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Act.

Preparation of the Financial Statements. The financial statements included or incorporated by reference in filed with the Commission as a part of the Registration Statement and included in the Prospectus, or in any supplement thereto or amendment thereof, Prospectus present fairly, in all material respects (i) fairly the consolidated financial position of the Company and its subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data set forth in the Prospectus under the captions "Prospectus Summary--Summary Historical Consolidated Financial Information," and Operating Data", "Selected Historical Consolidated Financial Informationand Operating Data" and "Capitalization" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The pro forma consolidated financial statements of the Company and its subsidiaries and the related notes thereto included under the caption "Prospectus Summary--Summary -- Unaudited Pro Forma Combined Consolidated Financial Information" and Operating Data"Unaudited Pro Forma Combined , "Selected Consolidated Financial Informationand Operating Data" and elsewhere in the Prospectus and in the Registration Statement present fairly the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings to fixed charges set forth in the Prospectus under the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" and "Ratio of Earnings to Fixed Charges" have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Act.

Preparation of the Financial Statements. The financial statements included or incorporated by reference in filed with the Commission as a part of the Registration Statement and included in the Prospectus, or in any supplement thereto or amendment thereof, Prospectus present fairly, in all material respects (i) fairly the consolidated financial position of the Company and its subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data set forth in the Prospectus under the captions "Prospectus Summary--Summary Historical Selected Financial Information," Data", "Selected Historical Financial InformationData" and "Capitalization" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. [The pro forma [consolidated][condensed] financial statements of the Company and its subsidiaries and the related notes thereto included under the caption "Prospectus Summary--Summary -- Unaudited Pro Forma Combined [Consolidated] Selected Financial Information" and Data"Unaudited , "Pro Forma Combined [Consolidated] Selected Financial InformationData" and elsewhere in the Prospectus and in the Registration Statement present fairly the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings No other pro forma financial information is required to fixed charges set forth be included in the Prospectus under the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" and "Ratio of Earnings Registration Statement Pursuant to Fixed Charges" have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Act.X.]

Preparation of the Financial Statements. The financial statements included or incorporated by reference in filed with the Commission as a part of the Registration Statement and included in the Prospectus, or in any supplement thereto or amendment thereof, Prospectus present fairly, in all material respects (i) fairly the consolidated financial position of the Company and its subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) Xenotech, L.P. a California limited partnership ("HPGXenotech, L.P.") of The Black & Deckxx Xxxporation as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data set forth in the Prospectus under the captions "Prospectus Summary--Summary Historical Financial InformationData," "Selected Historical Financial InformationData" and "Capitalization" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The pro forma condensed combined financial statements of the Company and its subsidiaries Xenotech L.P. and the related notes thereto filed with the Commission as a part of the Registration Statement and included in the Prospectus and the pro forma financial data included under the caption captions "Prospectus Summary--Summary -- Unaudited Pro Forma Combined Financial InformationData" and "Unaudited Pro Forma Combined Financial InformationCapitalization" and elsewhere in the Prospectus and in the Registration Statement present fairly the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings No other pro forma financial information is required to fixed charges set forth be included in the Prospectus under the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" and "Ratio of Earnings Registration Statement pursuant to Fixed Charges" have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Act.X.

Preparation of the Financial Statements. The financial statements included or incorporated by reference in filed with the Commission as a part of the Registration Statement and the Prospectus, or included in any supplement thereto or amendment thereof, each Applicable Prospectus present fairly, in all material respects (i) fairly the consolidated financial position position, the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and its subsidiaries as of and (ii) at the dates indicated, the combined financial position, the combined results of operations, cash flows and changes in stockholders’ equity of Senior Lifestyle 2004 Portfolio as of and at the dates indicated, the financial position position, the results of the Household Products Group (excluding the Cleaning operations, cash flows and Lighting Divisions) ("HPG") changes in stockholders’ equity of The Black & Deckxx Xxxporation Senior Lifestyle Jupiter, L.P. as of and at the dates indicated and the consolidated financial position, the consolidated results of their respective operations and operations, cash flows for and changes in stockholders’ equity of WSL Holdings IV, LLC as of and at the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated thereindates indicated. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration StatementStatement or any Applicable Prospectus. The financial data set forth in the each Applicable Prospectus under the captions "Prospectus Summary--Summary Historical Financial Information," "Selected Historical Financial Information" and "“Capitalization" ” fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration StatementStatement and each Applicable Prospectus. The pro forma condensed consolidated financial statements of the Company and its subsidiaries and the related notes thereto included under the caption "Prospectus captions “Summary -- Unaudited Pro Forma Combined Financial and Other Data” and “Selected Pro Forma Financial Information" and "Unaudited Pro Forma Combined Financial Information" ” and elsewhere in the each Applicable Prospectus and in the Registration Statement present fairly the information contained therein, have been prepared in accordance with the Commission's ’s rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios No person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of earnings to fixed charges set forth the Registration Statement and included in the Prospectus under the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" and "Ratio of Earnings to Fixed Charges" have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Actany Applicable Prospectus.

Preparation of the Financial Statements. The financial statements included or incorporated by reference in the Registration Statement and the Prospectus, or in any supplement thereto or amendment thereof, Offering Memorandum present fairly, in all material respects (i) fairly the consolidated financial position of the Company and its consolidated subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data set forth in the Prospectus Offering Memorandum under the captions "Prospectus “Summary--—Summary Historical Consolidated Financial Information," "” “Selected Historical Consolidated Financial Information" ” and "“Capitalization" ” fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration StatementOffering Memorandum. The Company’s ratios of earnings to fixed charges set forth in the Offering Memorandum have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Act. The pro forma financial statements data of the Company and its subsidiaries and the related notes thereto included under the caption "Prospectus Summary -- Unaudited Pro Forma Combined Financial Information" and "Unaudited Pro Forma Combined Financial Information" and elsewhere incorporated by reference in the Prospectus and in the Registration Statement Offering Memorandum present fairly the information contained therein, have been prepared in accordance with the Commission's ’s rules and guidelines with respect to pro forma financial statements data and have has been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings to fixed charges set forth in the Prospectus under the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" and "Ratio of Earnings to Fixed Charges" have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Act.

Preparation of the Financial Statements. The financial statements included or incorporated by reference in of the Company and the financial statements of MHCI filed with the Commission as a part of the Registration Statement Statement, and included in each Disclosure Package and the Prospectus, or in any supplement thereto or amendment thereof, present fairly, fairly in all material respects (i) the consolidated financial position of the Company and its subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning MHCI and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation its subsidiaries, respectively, as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements comply as to form in all material with the applicable accounting requirements of the Securities Act and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data set forth in the Prospectus under the captions "Prospectus Summary--Summary Historical Financial Information," "Selected Historical Financial Information" and "Capitalization" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The pro forma financial statements data included in each of the Company and its subsidiaries Registration Statement, each Disclosure Package and the related notes thereto included under the caption "Prospectus Summary -- Unaudited Pro Forma Combined Financial Information" and "Unaudited Pro Forma Combined Financial Information" and elsewhere in the Prospectus and in the Registration Statement present fairly in all material respects the information contained shown therein, have been prepared in accordance with the Commission's ’s rules and guidelines with respect to pro forma financial statements data and have been properly presented compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. No other financial statements or supporting schedules are required to be included in the Registration Statement. The Company's ratios of earnings to fixed charges financial data set forth in each of the Statutory Prospectus and the Prospectus under the caption "captions “Prospectus Summary—Summary -- Summary Consolidated Historical and Unaudited Pro Forma Financial InformationData," "” “Capitalization” and “Selected Historical Consolidated Financial Information" and "Ratio Data” fairly present the information set forth therein on a basis consistent with that of Earnings to Fixed Charges" have been calculated the audited financial statements contained in compliance with Item 503(d) of Regulation S-K under the Securities ActRegistration Statement.

Preparation of the Financial Statements. The financial statements included or incorporated by reference in filed with the Commission as a part of the Registration Statement and included in the Prospectus, or in any supplement thereto or amendment thereof, Prospectus present fairly, in all material respects (i) fairly the consolidated financial position of the Company and its subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation as of and at the dates indicated and the results of their respective its operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data set forth in the Prospectus under the captions "Prospectus Summary--Summary Historical Financial Information," Data", "Selected Historical Financial InformationData" and "Capitalization" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The pro forma financial statements of the Company and its subsidiaries and the related notes thereto included under the caption "Prospectus Summary--Summary -- Unaudited Pro Forma Combined Financial Information" and Data"Unaudited Pro Forma Combined , "Selected Financial InformationData" and elsewhere in the Prospectus and in the Registration Statement present fairly the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings No other pro forma financial information is required to fixed charges set forth be included in the Prospectus under the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" and "Ratio of Earnings Registration Statement pursuant to Fixed Charges" have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Act.S- X.

Preparation of the Financial Statements. The financial statements included or incorporated by reference in filed with the Commission as a part of the Registration Statement and included in the Prospectus, or in any supplement thereto or amendment thereof, Prospectus present fairly, in all material respects (i) fairly the consolidated financial position of the Company and its subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The financial statements filed with the Commission as part of the Registration Statement and included or incorporated by reference in the Prospectus present fairly the consolidated financial position of CCG and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The supporting schedules schedules, if any, included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules schedules, if any, have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data set forth in the Prospectus under the captions "Prospectus Summary--Summary Historical Consolidated Financial Information," Data"Selected Historical , "Summary Consolidated Financial InformationData" and "Capitalization" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The pro forma financial statements of the Company and its subsidiaries and the related notes thereto included under the caption "Prospectus Summary -- Unaudited Pro Forma Combined Financial Information" and "Unaudited Pro Forma Combined Financial Information" and elsewhere in the Prospectus and in the Registration Statement present fairly the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings to fixed charges set forth in the Prospectus under the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" and "Ratio of Earnings to Fixed Charges" have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Act.

Preparation of the Financial Statements. The financial statements included or incorporated by reference in filed with the Commission as a part of the Registration Statement and included in the Prospectus, or in any supplement thereto or amendment thereof, Prospectus present fairly, in all material respects (i) fairly the consolidated financial position of the Company and its subsidiaries subsidiaries, SeaMED Corporation and (ii) the financial position Contract Electronics Manufacturing Services Operations of Elamex, S.A. de C.V., as the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation case may be, as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data set forth in the Prospectus under the captions "Prospectus Summary--Summary Historical Selected Financial Information," "Selected Historical Financial InformationData" and "Capitalization" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration StatementStatement and included in the Prospectus. The pro forma condensed combined financial statements of the Company and its subsidiaries and the related notes thereto included under the caption "Prospectus Summary -- Unaudited Pro Forma Combined Financial Information" and "Unaudited Pro Forma Combined Financial Information" and elsewhere in the Prospectus and in the Registration Statement present fairly the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings No other pro forma financial information is required to fixed charges set forth be included in the Prospectus under the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" and "Ratio of Earnings Registration Statement pursuant to Fixed Charges" have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Act.X.

Preparation of the Financial Statements. The financial statements included or incorporated by reference in filed with the Commission as a part of the Registration Statement and included in the Prospectus, or in any supplement thereto or amendment thereof, Prospectus present fairly, in all material respects (i) fairly the consolidated financial position of the Company and its subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation subsidiary as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data set forth in the Prospectus under the captions "Prospectus Summary--Summary Historical Financial InformationData," "Selected Historical Financial InformationData" and "Capitalization" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. Each of (i) The pro forma consolidated financial statements information of the Company and its subsidiaries subsidiary included under the captions "Prospectus Summary--Summary Pro Forma and Supplemental Pro Forma Financial Data," and elsewhere in the Prospectus and in the Registration Statement, (ii) the Unaudited Pro Forma Condensed Consolidated Financial Data and related notes thereto included under in the caption "Prospectus Summary -- and in the Registration Statement and (iii) the Unaudited Supplemental Pro Forma Combined Condensed Consolidated Financial Information" Data and "Unaudited Pro Forma Combined Financial Information" and elsewhere related notes thereto included in the Prospectus and in the Registration Statement present fairly the information contained therein, have been prepared in all material respects in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings No other pro forma financial information is required to fixed charges set forth be included in the Prospectus under the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" and "Ratio of Earnings Registration Statement pursuant to Fixed Charges" have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Act.X.

Preparation of the Financial Statements. The financial statements statements, --------------------------------------- together with the related schedules and notes, to be included or incorporated by reference in the Registration Statement and the Prospectus, or in any supplement thereto or amendment thereof, Offering Memorandum will present fairly, in all material respects (i) fairly the consolidated financial position of the Company and its respective subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data to be set forth in the Prospectus Offering Memorandum under the captions "Prospectus Offering Memorandum Summary--Summary Historical and Pro Forma Condensed Consolidated Financial Information,Data" and "Selected Historical Consolidated Financial Information" and "CapitalizationData" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration StatementOffering Memorandum. The pro forma consolidated, condensed financial statements of the Company Issuers and its their respective subsidiaries and the related notes thereto included under the caption "Prospectus Offering Memorandum Summary--Summary -- Unaudited Historical and Pro Forma Combined Condensed Consolidated Financial Information" and Data", "Unaudited Pro Forma Combined Consolidated Financial InformationStatements" and elsewhere in the Prospectus and in the Registration Statement Offering Memorandum will present fairly the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements statements, except that Adjusted EBITDA and broadcast cash flow are not within the scope of the Commission's guidelines, and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings to fixed charges set forth in the Prospectus under the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" and "Ratio of Earnings to Fixed Charges" have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Act.

Preparation of the Financial Statements. The financial statements included or together with the related notes thereto incorporated by reference in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus, or in any supplement thereto or amendment thereof, Prospectus present fairly, in all material respects (i) fairly the consolidated financial position of the Company and its subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements comply as to form with the accounting requirements of the Securities Act and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The selected financial data set forth and the summary financial information included in the Preliminary Prospectus under and the captions "Prospectus Summary--Summary Historical Financial Information," "Selected Historical Financial Information" and "Capitalization" present fairly present the information set forth shown therein and have been compiled on a basis consistent with that of the audited financial statements contained included in the Registration Statement, the Preliminary Prospectus and the Prospectus. The In addition, if any pro forma financial statements of the Company and its subsidiaries and the related notes thereto are included under the caption "Prospectus Summary -- Unaudited Pro Forma Combined Financial Information" and "Unaudited Pro Forma Combined Financial Information" and elsewhere in the Prospectus and in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes present fairly the information contained shown therein, have been prepared in accordance with the Commission's ’s rules and guidelines with respect to pro forma financial statements and have been properly presented compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings to fixed charges set forth in the Prospectus under the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" and "Ratio of Earnings to Fixed Charges" have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Act.

Preparation of the Financial Statements. The financial statements included filed with the Commission as a part of or incorporated by reference in the Registration Statement and included or incorporated by reference in the Prospectus, or in any supplement thereto or amendment thereof, Disclosure Package and the Prospectus present fairly, fairly in all material respects (i) the consolidated financial position of the Company and its subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation subsidiary as of and at the dates indicated and the results of their respective its operations and cash flows for the periods specified. The supporting schedules included in specified on the Registration Statement present fairly the information required to be basis stated therein. Such financial statements comply as to form with the applicable accounting requirements of the Securities Act and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement. The financial data set forth in each of the preliminary prospectus included in the Disclosure Package and the Prospectus under the captions "Prospectus “Summary--—Summary Historical Consolidated Financial Information," "Data”, “Selected Historical Consolidated Financial Information" Data” and "“Capitalization" ” fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The pro forma financial statements of the Company and its subsidiaries subsidiary and the related notes thereto included under in each of the caption "Prospectus Summary -- Unaudited Pro Forma Combined Financial Information" and "Unaudited Pro Forma Combined Financial Information" and elsewhere preliminary prospectus included in the Disclosure Package and the Prospectus and or incorporated by reference in each of the preliminary prospectus included in the Registration Statement Disclosure Package and the Prospectus present fairly the information contained therein, have been prepared in accordance with the Commission's ’s rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases basis described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings to fixed charges set forth in the Prospectus under the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" and "Ratio of Earnings to Fixed Charges" have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Act.

Preparation of the Financial Statements. The financial statements included or incorporated by reference in Financial Statements filed with the Commission as a part of the Registration Statement and included in the Prospectus, or in any supplement thereto or amendment thereof, Prospectus present fairly, in all material respects (i) fairly the consolidated financial position of the Company and its subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules Financial Statements have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data set forth in the Prospectus under the captions "Prospectus Summary--Summary Historical Consolidated Actual and Pro Forma Financial Information," ", "Selected Historical Consolidated Actual and Pro Forma Financial InformationData" and "Capitalization" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The pro forma consolidated financial statements of the Company company and its subsidiaries and the related notes thereto included under the caption captions "Prospectus Summary -- Unaudited - Summary Consolidated Actual and Pro Forma Combined Financial Information" ", "Selected Consolidated Actual and "Unaudited Pro Forma Combined Financial InformationData" and elsewhere in the Prospectus and in the Registration Statement present fairly the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described describes therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings No other pro forma financial information is required to fixed charges set forth be included in the Prospectus under the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" and "Ratio of Earnings Registration Statement pursuant to Fixed Charges" have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Act.X.

Preparation of the Financial Statements. The financial statements included or statements, together with the related schedules and notes, incorporated by reference in the Registration Statement Disclosure Package and the Prospectus, or in any supplement thereto or amendment thereof, Prospectus present fairly, fairly in all material respects (i) the consolidated financial position of the Company and its subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation entities to which they relate as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States applied (“GAAP”) on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data set forth in the Disclosure Package and the Prospectus under the captions "caption “Prospectus Supplement Summary--—Summary Consolidated Historical Financial Information," "Selected Historical Financial Information" and "Capitalization" ” fairly present presents in all material respects the information set forth therein on a basis consistent with that of the audited financial statements contained incorporated by reference in the Registration StatementDisclosure Package and the Prospectus. The pro forma financial statements of and other pro forma financial information included or incorporated by reference in the Company and its subsidiaries Disclosure Package and the related notes thereto included under the caption "Prospectus Summary -- Unaudited Pro Forma Combined Financial Information" and "Unaudited Pro Forma Combined Financial Information" and elsewhere in the Prospectus and in the Registration Statement present fairly the information contained shown therein, have been prepared in accordance with the Commission's ’s rules and guidelines with respect to pro forma financial statements and statements, have been properly presented compiled on the pro forma bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and or circumstances referred to thereintherein and such assumptions and adjustments are incorporated by reference in the Disclosure Package and the Prospectus. Nothing has come to the attention of the Company and its subsidiaries that has caused them to believe that the statistical and market-related data and forward-looking statements included in the Disclosure Package and the Prospectus are not based on or derived from sources that are reliable and accurate in all material respects. The Company's ratios of earnings to fixed charges set forth interactive data in eXtensible Business Reporting Language incorporated by reference in the Disclosure Package and the Prospectus under fairly presents in all material respects the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" information contained therein and "Ratio of Earnings to Fixed Charges" have has been calculated prepared in compliance accordance with Item 503(d) of Regulation S-K under the Securities ActCommission’s rules and guidelines applicable thereto in all material respects.

Preparation of the Financial Statements. The financial statements included or incorporated by reference in filed with the Commission as a part of the Registration Statement and included in the Prospectus, or in any supplement thereto or amendment thereof, Prospectus present fairly, in all material respects (i) fairly the consolidated financial position of the Company and its subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical financial data set forth in the Prospectus under the captions "Prospectus Summary--—Summary Historical and Pro Forma Financial InformationData," "Selected Historical Financial InformationData" and "Capitalization" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The Company and its subsidiaries have no material contingent obligations that are not disclosed in the Company's financial statements in the Registration Statement and the Prospectus. The pro forma financial statements of the Company and its subsidiaries and the related notes thereto and other pro forma financial data included under the caption "Prospectus Summary—Summary -- Unaudited Historical and Pro Forma Combined Financial InformationData," and "Unaudited Pro Forma Combined Financial InformationData," and elsewhere in the Prospectus and in the Registration Statement present fairly the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases basis described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings to fixed charges set forth therein (in the Prospectus under the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" and "Ratio case of Earnings to Fixed Charges" have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Actpro forma financial data).

Preparation of the Financial Statements. The financial statements included or filed with the Commission as a part of and incorporated by reference in into the Registration Statement and Statement, the Preliminary Prospectus, the Time of Sale Prospectus or in any supplement thereto or amendment thereof, the Prospectus present fairly, in all material respects (i) fairly the consolidated financial position of the Company and its subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation as of and at the dates indicated and the consolidated results of their respective operations operations, stockholders’ equity and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration StatementStatement or any Applicable Prospectus. The financial data set forth in Note 18 to the Prospectus under financial statements included in the captions "Prospectus Summary--Summary Historical Financial Information," "Selected Historical Financial Information" and "Capitalization" Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011, fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The pro forma financial statements of the Company and its subsidiaries and the related notes thereto included under the caption "Prospectus Summary -- Unaudited Pro Forma Combined Financial Information" and "Unaudited Pro Forma Combined Financial Information" and elsewhere in the Prospectus and incorporated by reference in the Registration Statement present fairly the information contained thereinand each Applicable Prospectus, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described thereinsubject, and the assumptions used in the preparation thereof are reasonable and case of the adjustments used therein are appropriate financial data set forth in Note 18, to give effect to the transactions and circumstances referred to thereinnormal, recurring year-end adjustments. The Company's ’s ratios of earnings to combined fixed charges and preferred dividends to earnings set forth in the Registration Statement and the Base Prospectus under the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" and "“Ratio of Earnings Combined Fixed Charges and Preferred Stock Dividends to Fixed Charges" Earnings” and in Exhibit 12 to the Registration Statement have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Act. No person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement and included in any Applicable Prospectus.

Preparation of the Financial Statements. The financial statements included or together with the related notes thereto incorporated by reference in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus, or in any supplement thereto or amendment thereof, Prospectus present fairly, fairly in all material respects (i) the consolidated financial position of the Company and its subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements comply as to form with the accounting requirements of the Securities Act and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The selected financial data set forth and the summary financial information included in the Preliminary Prospectus under and the captions "Prospectus Summary--Summary Historical Financial Information," "Selected Historical Financial Information" and "Capitalization" Prospectus, if any, present fairly present in all material respects the information set forth shown therein and have been compiled on a basis consistent with that of the audited financial statements contained included in the Registration Statement, the Preliminary Prospectus and the Prospectus. The In addition, if any pro forma financial statements of the Company and its subsidiaries and the related notes thereto is included under the caption "Prospectus Summary -- Unaudited Pro Forma Combined Financial Information" and "Unaudited Pro Forma Combined Financial Information" and elsewhere in the Prospectus and in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes present fairly in all material respects the information contained shown therein, have been prepared in accordance with the Commission's ’s rules and guidelines with respect to pro forma financial statements and have been properly presented compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings to fixed charges set forth in the Prospectus under the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" and "Ratio of Earnings to Fixed Charges" have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Act.

Preparation of the Financial Statements. The Except as stated therein, the financial statements statements, together with the related schedules and notes, included or incorporated by reference in the Registration Statement and the Prospectus, or in any supplement thereto or amendment thereof, Offering Memorandum present fairly, fairly in all material respects (i) the consolidated financial position of the Company and its subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly disclosed therein. Except as stated in therein, the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data set forth in the Prospectus under the captions "Prospectus Summary--Summary Historical Financial Information," "Selected Historical Financial Information" and "Capitalization" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The pro forma financial statements of the Company and its subsidiaries other pro forma and the related notes thereto included under the caption "Prospectus Summary -- Unaudited Pro Forma Combined Financial Information" and "Unaudited Pro Forma Combined Financial Information" and elsewhere as adjusted information presented in the Prospectus and in the Registration Statement Offering Memorandum present fairly the information contained shown therein, have been prepared in accordance with the Commission's rules and guidelines Article 11 of Regulation S-X with respect to pro forma financial statements and have been properly presented compiled on the bases basis described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as stated therein, the financial statements and the financial information included in the Offering Memorandum comply as to form with the requirements applicable to financial statements required in a registration statement on Form S-1 under the Securities Act. The Company's ratios of earnings to fixed charges financial data set forth in the Prospectus Offering Memorandum under the caption "Prospectus Summary -- captions “Summary—Summary Historical Financial Information," "Information and Statistical Data” and “Selected Historical Consolidated Financial Information" and "Ratio Operating Data” fairly present in all material respects the information set forth therein on a basis consistent with that of Earnings to Fixed Charges" have been calculated the audited financial statements contained in compliance with Item 503(d) of Regulation S-K the Offering Memorandum. The financial data set forth in the Offering Memorandum under the Securities Actcaptions “Summary—Summary Unaudited Pro Forma Financial Information and Statistical Data” fairly present the information set forth therein on a basis consistent with that of the pro forma financial statements contained in the Offering Memorandum.

Preparation of the Financial Statements. The financial statements included or incorporated by reference in filed with the Commission as a part of the Registration Statement and included in the Prospectus, or in any supplement thereto or amendment thereof, Prospectus present fairly, in all material respects (i) fairly the consolidated financial position of the Company and its subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation as of and at the dates indicated and the results of their respective its operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data set forth in the Prospectus under the captions "Prospectus Summary--Summary Historical Selected Financial Information," Data", "Selected Historical Financial InformationData" and "Capitalization" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The pro forma financial statements of the Company and its subsidiaries and the related notes thereto included under the caption "Prospectus Summary--Summary -- Unaudited Pro Forma Combined Selected Financial Information" and Data"Unaudited , "Pro Forma Combined Selected Financial InformationData" and elsewhere in the Prospectus and in the Registration Statement present fairly the information contained therein, have been prepared in accordance with the Commission's " rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings No other pro forma financial information is required to fixed charges set forth be included in the Prospectus under the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" and "Ratio of Earnings Registration Statement pursuant to Fixed Charges" have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Act.X.

Preparation of the Financial Statements. The financial statements included statements, together with the related schedules and notes, filed with the Commission as a part of or incorporated by reference in the Registration Statement and included or incorporated by reference in the Prospectus, or in any supplement thereto or amendment thereof, Disclosure Package and the Prospectus present fairly, fairly in all material respects (i) the consolidated financial position of the Company and its subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The supporting schedules included or incorporated by reference in the Registration Statement present fairly in all material respects the information required to be stated therein. Such financial statements and supporting schedules comply in all material respects as to form with the applicable accounting requirements of Regulation S-X and have been prepared in conformity with generally accepted accounting principles as applied in the United States (“U.S. GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement. The financial data set forth in the Preliminary Prospectus and the Prospectus under the captions "“Prospectus Summary--—Summary Historical Selected Financial InformationData," "” “Selected Historical Financial Information" Data” and "“Capitalization" ” fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The pro forma financial statistical and market related data and forward-looking statements of included in the Registration Statement, the Disclosure Package and the Prospectus are based on or derived from sources that the Company and its subsidiaries believe to be reliable and the related notes thereto included under the caption "Prospectus Summary -- Unaudited Pro Forma Combined Financial Information" accurate in all material respects and "Unaudited Pro Forma Combined Financial Information" and elsewhere in the Prospectus and in the Registration Statement present fairly the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly presented represent their good faith estimates that are made on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to thereinbasis of data derived from such sources. The Company's ’s ratios of earnings to fixed charges set forth in each of the Preliminary Prospectus and the Prospectus under the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" and "captions “Ratio of Earnings to Fixed Charges" ” and in Exhibit 12 to the Registration Statement have been calculated in compliance in all material respects with the requirements of Item 503(d) of Regulation S-K under the Securities Act. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus fairly present the information called for in all material respects and have been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto.

Preparation of the Financial Statements. The financial statements included or incorporated by reference in filed with the Commission as a part of the Registration Statement and included in the Prospectus, or in any supplement thereto or amendment thereof, Prospectus present fairly, in all material respects (i) fairly the consolidated financial position of the Company and its subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The Any supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data set forth in the Prospectus under the captions "Prospectus Summary--Summary Historical Consolidated Financial InformationData," "Selected Historical Consolidated Financial InformationData" and "Capitalization" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The pro forma financial statements information of the Company and its subsidiaries and the related notes thereto included under the caption "Prospectus Summary -- Unaudited Pro Forma Combined - Summary Consolidated Financial InformationData" and "Unaudited Pro Forma Combined Financial InformationCapitalization" and elsewhere in the Prospectus and in the Registration Statement present fairly the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings No other pro forma financial information is required to fixed charges set forth be included in the Prospectus under the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" and "Ratio of Earnings Registration Statement pursuant to Fixed Charges" have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Act.X.

Preparation of the Financial Statements. (i) The audited consolidated financial statements included or for the fiscal years ended December 31, 2022, 2021 and 2020 of Prologis and the Issuer, together with the related notes thereto and related schedules incorporated by reference in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus, present fairly the consolidated financial position of Prologis, or in any supplement thereto or amendment thereof, present fairly, in all material respects (i) the consolidated financial position of the Company and its subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation Issuer, as applicable, as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting related schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States and applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other The summary financial statements or supporting schedules are required to be information included in the Registration Statement. The financial data set forth in Preliminary Prospectus and the Prospectus under the captions "Prospectus Summary--Summary Historical Financial Information," "Selected Historical Financial Information" and "Capitalization" present fairly present in all material respects the information set forth shown therein and have been compiled on a basis consistent with that of the audited financial statements contained incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus. The In addition, the pro forma condensed combined financial statements of Prologis and the Company and its subsidiaries Issuer and the related notes thereto included under the caption "Prospectus Summary -- Unaudited Pro Forma Combined Financial Information" and "Unaudited Pro Forma Combined Financial Information" and elsewhere in the Prospectus and incorporated by reference in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus present fairly fairly, in all material respects, the information contained shown therein, have been prepared in accordance with the Commission's ’s rules and guidelines with respect to pro forma financial statements and have been properly presented compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings to fixed charges Except as set forth in clause (ii) below, no other financial statements or supporting schedules are required to be included or incorporated by reference in the Prospectus under the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" and "Ratio of Earnings to Fixed Charges" have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities ActRegistration Statement.

Preparation of the Financial Statements. The financial statements included or incorporated by reference in filed with the Commission as a part of the Registration Statement and included in the Prospectus, or in any supplement thereto or amendment thereof, Prospectus present fairly, in all material respects fairly and accurately (i) the consolidated financial position of the Company and its subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified, (ii) the revenue and certain expenses of Arrowhead Fountains Office Building for the periods specified and (iii) the revenue and certain expenses of Kxxxxxx Office Building for the periods specified. The Any supporting schedules included in the Registration Statement present fairly and accurately the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data set forth in the Prospectus under the captions "Prospectus Summary--Summary Historical Financial Information," "Selected Historical Financial Information" and "Capitalization" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The pro forma consolidated financial statements of the Company and its subsidiaries and the related notes thereto and the statement of estimated taxable operating results and cash to be made available by operations based thereon included under the caption "Prospectus Summary -- Unaudited Pro Forma Combined Financial Information" and "Unaudited Pro Forma Combined Financial Information" and elsewhere in the Prospectus and in the Registration Statement present fairly and accurately the information contained therein, have been prepared in accordance with the Commission's ’s rules and guidelines with respect to pro forma financial statements thereto and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. No other financial statements or supporting schedules are required to be included in the Registration Statement. The Company's ratios of earnings to fixed charges financial data set forth in the Prospectus under the caption "captions “Prospectus Summary -- — Summary Historical Financial Data,” “Capitalization” and “Selected Financial Information," "Selected Historical Financial Information" ” fairly and "Ratio accurately present the information set forth therein on a basis consistent with that of Earnings to Fixed Charges" have been calculated the financial statements contained in compliance the Registration Statement when read in conjunction with Item 503(d) of Regulation S-K under the Securities Acttextual information included in those sections.

Preparation of the Financial Statements. The financial statements --------------------------------------- filed with the Commission as a part of the Registration Statement and included or incorporated by reference in the Prospectus and in the Registration Statement and the Prospectus, or in any supplement thereto or amendment thereof, present fairly, in all material respects (i) fairly the consolidated financial position of the Company and its subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation as of and at the dates indicated and the results of their respective operations and cash flows changes in financial position for the periods specified. The supporting schedules included in the Registration Statement Statement, if any, present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial and other data set forth in the Prospectus under the captions "Prospectus Summary--Summary Historical Consolidated Financial InformationData," "Capitalization," "Selected Historical Consolidated Financial InformationData," "Management's Discussion and Analysis of Financial Condition and Results of Operations" "Business--Legal Proceedings," "Management--Executive Compensation," "Management--Stock Plans," "Certain Transactions" and "CapitalizationPrincipal Shareholders" fairly present the information set forth therein on a basis consistent with that of the audited financial statements of the Company and its consolidated subsidiaries contained in the Registration Statement. The pro forma financial statements of the Company and its subsidiaries and the related notes thereto included under the caption "Prospectus Summary -- Unaudited Pro Forma Combined Financial Information" and "Unaudited Pro Forma Combined Financial Information" and elsewhere in the Prospectus and in the Registration Statement present fairly the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings to fixed charges data set forth in the Prospectus under the caption "Prospectus Summary -- Summary Historical Financial Information,Dilution" "Selected Historical Financial Information" and "Ratio of Earnings to Fixed Charges" have been calculated fairly presents the information set forth therein on the basis stated in compliance with Item 503(d) of Regulation S-K under the Securities ActProspectus.

Preparation of the Financial Statements. The financial statements statements, together with the related schedules and notes, included or incorporated by reference in the Registration Statement and the Prospectus, or in any supplement thereto or amendment thereof, Offering Memorandum present fairly, fairly in all material respects (i) the consolidated financial position of the Company and its subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation entities to which they relate as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The historical financial data set forth in the Prospectus Offering Memorandum under the captions "Prospectus Summary--“Summary Historical Consolidated Financial Information," "and Unaudited Pro Forma Financial Data” and “Selected Consolidated Historical Financial Information" and "Capitalization" Data” fairly present in all material respects the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration StatementOffering Memorandum. The pro forma condensed consolidated financial statements of the Company and its subsidiaries and the related notes thereto included under the caption "Prospectus Summary -- “Unaudited Pro Forma Combined Condensed Consolidated Financial Information" and "Unaudited Pro Forma Combined Financial Information" Statements” and elsewhere in the Prospectus and in the Registration Statement Offering Memorandum present fairly in all material respects the information contained therein, have been prepared in accordance with the Commission's ’s rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings to fixed charges “Adjusted EBITDA” and the line items set forth in the Prospectus under reconciliation of “Adjusted EBITDA” to “EBITDA” as set forth in the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" Offering Memorandum were calculated on the basis of assumptions that were believed to be reasonable at the time of the preparation thereof and "Ratio of Earnings are believed to Fixed Charges" have been calculated in compliance with Item 503(d) of Regulation S-K under be reasonable on the Securities Actdate hereof.

Preparation of the Financial Statements. The financial statements included or incorporated by reference in filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, or in any supplement thereto or amendment thereof, the Time of Sale Prospectus and the Prospectus present fairly, in all material respects (i) fairly the consolidated financial position of the Company and its subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with U.S. generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration StatementStatement or any Applicable Prospectus. The financial data set forth in the each Applicable Prospectus under the captions "caption “Prospectus Summary--Summary Historical —Selected Financial Information," "Selected Historical Financial Information" and "Operating Data” and under the column labeled “Actual under the caption “Capitalization" ” fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration StatementStatement and each Applicable Prospectus. The pro forma consolidated financial statements of the Company and its subsidiaries and the related notes thereto included under the caption "Prospectus Summary -- “Unaudited Pro Forma Combined Consolidated Financial Information" and "Unaudited Pro Forma Combined Financial Information" Statements” and elsewhere in the Prospectus and in the Registration Statement present fairly the information contained therein, have been prepared in accordance with the Commission's rules and guidelines Article 11 of Regulation S-X with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The No person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement and included in any Applicable Prospectus (it being agreed that the foregoing representation is made only to the Company's ratios ’s knowledge with respect to any person that is not a director, officer or employee of earnings to fixed charges set forth in the Prospectus under the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" and "Ratio Company or any of Earnings to Fixed Charges" have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Actits subsidiaries).

Preparation of the Financial Statements. The financial statements included or incorporated by reference in the Registration Statement and the Prospectus, or in any supplement thereto or amendment thereof, present fairly, in all material respects (i) the consolidated financial position related notes of the Company and its consolidated subsidiaries filed with the Commission as a part of the Registration Statement and included in the Preliminary Prospectus, the Time of Sale Prospectus and the Prospectus (iithe “Financial Statements”) present fairly the financial position position, results of operations and cash flows of the Household Products Group (excluding the Cleaning Company and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation its consolidated subsidiaries, as of and at the dates indicated and the results of their respective operations and cash flows for the respective periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements which they apply and supporting schedules have been prepared in conformity accordance with generally accepted accounting principles as applied in of the United States States, applied on a consistent basis throughout the periods involved, except as may be expressly stated in involved (“GAAP”) and the related notes theretorequirements of Regulation S-X of the Securities Act. No other financial statements or supporting schedules are required to be included in the Registration StatementStatement or any Applicable Prospectus. The Except as disclosed in each Applicable Prospectus, the financial data set forth in the Prospectus under the captions "“Prospectus Summary--— Summary Historical Consolidated Financial Information," "Selected Historical Financial Information" Data” and "“Capitalization" fairly present the information set forth therein ” in each Applicable Prospectus has been prepared on a basis consistent with that of the audited Financial Statements and present fairly the financial statements contained in the Registration Statement. The pro forma financial statements position and results of operations of the Company and its consolidated subsidiaries as of the respective dates and for the respective periods indicated. Except as disclosed in each Applicable Prospectus, the unaudited pro forma financial information and related notes thereto included under of the caption "Company and its consolidated subsidiaries contained in each Applicable Prospectus Summary -- Unaudited Pro Forma Combined Financial Information" and "Unaudited Pro Forma Combined Financial Information" and elsewhere in the Prospectus and in the Registration Statement present fairly the information contained therein, have been prepared in accordance with the Commission's rules requirements of Regulation S-X and guidelines with respect give effect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are on a reasonable basis and in good faith. All other financial, statistical, and market and industry related data included in the Time of sale Document and the adjustments used therein Final Offering Memorandum are appropriate fairly and accurately presented and are based on or derived from sources that the Company and Parent believe to give effect to the transactions be reliable and circumstances referred to therein. The Company's ratios of earnings to fixed charges set forth in the Prospectus under the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" and "Ratio of Earnings to Fixed Charges" have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Actaccurate.

Preparation of the Financial Statements. The financial statements included or together with the related notes thereto, incorporated by reference in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus, or in any supplement thereto or amendment thereof, Prospectus present fairly, in all material respects (i) fairly the consolidated financial position of the Company and its subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements comply as to form with the accounting requirements of the Securities Act and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States ("GAAP") applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The selected financial data set forth and the summary financial information included in the Preliminary Prospectus under and the captions "Prospectus Summary--Summary Historical Financial Information," "Selected Historical Financial Information" and "Capitalization" present fairly present the information set forth shown therein and have been compiled on a basis consistent with that of the audited financial statements contained included in the Registration Statement, the Preliminary Prospectus and the Prospectus. The In addition, if any pro forma financial statements of the Company and its subsidiaries and the related notes thereto are included under the caption "Prospectus Summary -- Unaudited Pro Forma Combined Financial Information" and "Unaudited Pro Forma Combined Financial Information" and elsewhere in the Prospectus and in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus, such pro forma financial statements and related notes present fairly the information contained shown therein, have been prepared in accordance with the Commission's ’s rules and guidelines with respect to pro forma financial statements and have been properly presented compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings to fixed charges set forth in the Prospectus under the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" and "Ratio of Earnings to Fixed Charges" have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Act.

Preparation of the Financial Statements. The financial statements included or incorporated by reference in filed with the Commission as a part of the Registration Statement and included in the Prospectus, or in any supplement thereto or amendment thereof, Prospectus present fairly, in all material respects (i) fairly the consolidated financial position of the Company and its subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States States, ("U.S. GAAP") applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data set forth in the Prospectus under the captions "Prospectus Summary--Summary Historical Consolidated Financial InformationData," "Selected Historical Consolidated Financial InformationCapitalization Data" and "Capitalization" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration StatementStatement other than the absence of footnotes. The pro forma financial statements and pro forma as adjusted consolidated balance sheet data of the Company and its subsidiaries and the related notes thereto included under the caption "Prospectus Summary--Summary -- Unaudited Pro Forma Combined Consolidated Financial InformationData," and "Unaudited Pro Forma Combined Selected Consolidated Financial InformationData" and elsewhere in the Prospectus and in the Registration Statement present fairly the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings No other pro forma financial information is required to fixed charges set forth be included in the Prospectus under the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" and "Ratio of Earnings Registration Statement pursuant to Fixed Charges" have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Act.X.

Preparation of the Financial Statements. The financial statements included together with the related notes thereto contained or incorporated by reference in the Registration Statement Pricing Disclosure Package, the Preliminary Offering Memorandum and the Prospectus, or in any supplement thereto or amendment thereof, Final Offering Memorandum present fairly, fairly in all material respects (i) the consolidated financial position of the Company and its subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation entities to which they relate as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated specified therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other The summary financial statements or supporting schedules are required to be information included in the Registration Statement. The financial data set forth in the Prospectus under the captions "Prospectus Summary--“Summary Historical Consolidated Financial Information," "Selected Data of the Company” and “Summary Historical Consolidated Financial Information" Data of the Acquired Businesses” in the Pricing Disclosure Package, the Preliminary Offering Memorandum and "Capitalization" the Final Offering Memorandum present fairly present in all material respects the information set forth shown therein and have been compiled on a basis consistent with that of the audited financial statements contained included in the Registration StatementPreliminary Offering Memorandum and the Final Offering Memorandum. The Except as otherwise disclosed in the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Final Offering Memorandum, the pro forma financial statements of the Company and its subsidiaries information and the related notes thereto included under the caption "Prospectus Summary -- Unaudited Pro Forma Combined Financial Information" and "Unaudited Pro Forma Combined Financial Information" and elsewhere in the Prospectus and in the Registration Statement therein present fairly in all material respects the information contained shown therein, have been prepared in accordance with the Commission's ’s rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described thereinstatements, and the assumptions used in the preparation thereof underlying such pro forma financial information are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to thereinin each of the Preliminary Offering memorandum, the Pricing Disclosure Package and the Final Offering Memorandum. The Company's ratios of earnings No other financial statements are required to fixed charges set forth be included in the Prospectus under the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" and "Ratio of Earnings to Fixed Charges" have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities ActPreliminary Offering Memorandum or Final Offering Memorandum.

Preparation of the Financial Statements. The financial statements included or incorporated by reference in filed with the Commission as a part of the Registration Statement and included in the Prospectus, or in any supplement thereto or amendment thereof, Prospectus present fairly, in all material respects (i) fairly the consolidated financial position of the Company and its subsidiaries and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) Team Alliance Technology Partners, L.P. ("HPGTeam Alliance") of The Black & Deckxx Xxxporation as of and at the dates indicated and the results of their respective operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement. The financial data set forth in the Prospectus under the captions "Prospectus Summary--Summary Historical Consolidated and Pro Forma Consolidated Financial Information," Data", "Selected Historical Consolidated and Pro Forma Consolidated Financial InformationData" and "Capitalization" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement. The pro forma consolidated financial statements of the Company and its subsidiaries and the related notes thereto included under the caption "Prospectus Summary--Summary -- Unaudited Consolidated and Pro Forma Combined Consolidated Financial InformationData" and "Unaudited Selected Consolidated and Pro Forma Combined Consolidated Financial InformationData" and elsewhere in the Prospectus and in the Registration Statement present fairly the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings to fixed charges set forth in the Prospectus under the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" and "Ratio of Earnings to Fixed Charges" have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Act.

Preparation of the Financial Statements. The separate financial statements included or incorporated by reference of the Company and each of the Founding Companies, in each case together with related notes, filed with the Commission as a part of the Registration Statement and included in the ProspectusProspectus present fairly the financial position, or in any supplement thereto or amendment thereof, present fairly, in all material respects (i) the consolidated financial position results of operations and cash flows of the Company and its subsidiaries each of such Founding Companies and (ii) the financial position of the Household Products Group (excluding the Cleaning and Lighting Divisions) ("HPG") of The Black & Deckxx Xxxporation as of and Company, respectively, at the dates indicated specified and the results of their respective operations and cash flows for the periods specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto, and all adjustments necessary for a fair presentation of results for such period have been made. No Except for the pro forma financial statements discussed below, no other financial statements or are required to be included in the Registration Statement. No supporting schedules are required to be included in the Registration Statement. The financial data set forth in the Prospectus under the captions "Prospectus Summary--Summary Historical Pro Forma Combined Financial InformationData" and "--Summary Individual Founding Company Financial Data," "Selected Historical Financial InformationCapitalization" and "CapitalizationSelected Financial Data" fairly present the information set forth therein on a basis consistent with that of the audited and pro forma financial statements contained in the Registration StatementStatement and the books and records of the Company and the Founding Companies, as applicable. The pro forma combined financial statements of the Company and its subsidiaries and the Founding Companies together with the related notes thereto included under the caption captions "Prospectus Summary--Summary -- Pro Forma Combined Financial Data," "Selected Financial Data," "Capitalization" and "Compass International Services Corporation Unaudited Pro Forma Combined Financial Information" and "Unaudited Pro Forma Combined Financial InformationStatements" and elsewhere in the Prospectus and in the Registration Statement present fairly the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly presented on the pro forma bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The Company's ratios of earnings to fixed charges set forth in the Prospectus under the caption "Prospectus Summary -- Summary Historical Financial Information," "Selected Historical Financial Information" and "Ratio of Earnings to Fixed Charges" have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Act.