Aspen Technology (AZPN) 8-K12B/A Notification of registration of securities (amended)

Exhibit 99.2

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Overview

On May 16, 2022, stockholders of AspenTech Corporation (formerly Aspen Technology, Inc.) (“AspenTech”) voted to adopt the Transaction Agreement and Plan of Merger dated October 10, 2021, as amended by Amendment No. 1, dated as of March 23, 2022, and Amendment No. 2, dated as of May 3, 2022 (the “Transaction Agreement”) and approve the transactions contemplated by the Transaction Agreement (the “Transactions”), including the combination of two of Emerson Electric Co.’s (“Emerson”) industrial software businesses—Open Systems International, Inc. and the Geological Simulation Software business (collectively, the “Emerson Industrial Software Business”)—and AspenTech under a new publicly traded company. The Transactions closed on the same day on May 16, 2022 (the “Closing”).

Pursuant to the Transaction Agreement, at the Closing, (i) Emerson contributed $6,014,000,000 in cash to Emersub CX, Inc. (now Aspen Technology, Inc.), a then-wholly owned subsidiary of Emerson (“New AspenTech”), in exchange for New AspenTech common stock, (ii) EMR Worldwide Inc., a wholly owned subsidiary of Emerson, contributed the Emerson Industrial Software Business to New AspenTech in exchange for New AspenTech common stock, (iii) Emersub CXI, Inc., a then-wholly owned subsidiary of New AspenTech, merged with and into AspenTech, with AspenTech being the surviving corporation and becoming a wholly owned subsidiary of New AspenTech (the “Merger”) and (iv) as a result of the Merger, each issued and outstanding share of AspenTech common stock (subject to certain exceptions) was converted into the right to receive (i) $87.69 in cash (calculated by dividing $6,014,000,000 by the number of outstanding shares of AspenTech common stock as of the Closing on a fully diluted basis) and (ii) 0.42 shares of New AspenTech common stock.  At the Closing, AspenTech changed its name from “Aspen Technology, Inc.” to “AspenTech Corporation.”

Also at the Closing, New AspenTech changed its registered name with the Secretary of State of Delaware to “Aspen Technology, Inc.”  Immediately after the Closing, Emerson beneficially owned 55% of the outstanding shares of New AspenTech common stock (on a fully diluted basis) and former AspenTech stockholders owned the remaining outstanding shares of New AspenTech common stock. AspenTech common stock is now delisted from NASDAQ and deregistered under the Securities Exchange Act of 1934, and is no longer publicly traded. New AspenTech and its subsidiaries now operate under AspenTech’s previous name “Aspen Technology, Inc.” and New AspenTech common stock is traded on NASDAQ under AspenTech’s previous stock ticker symbol “AZPN.”

The unaudited pro forma condensed combined financial statements were prepared using the acquisition method of accounting with the Emerson Industrial Software Business considered the accounting acquirer of AspenTech.

PRO FORMA CONDENSED COMBINED BALANCE SHEET (UNAUDITED)

ASPEN TECHNOLOGY, INC.

As of March 31, 2022

(Dollars in thousands)

	Historical				Pro Forma
	Emerson Industrial Software Business		AspenTech		Transaction Accounting Adjustments				Pro Forma
ASSETS	(a)		(b)
Current assets
Cash and equivalents	$	20,362		285,217		168,133		(c)		473,712
Accounts receivable, net		59,665		49,182						108,847
Current contract assets, net		71,487		345,633						417,120
Prepaid expenses and other current assets		8,329		11,848						20,177
Income tax receivable		3,139		3,154						6,293
Total current assets		162,982		695,034		168,133				1,026,149
Property, equipment and leasehold improvements, net		13,817		4,650						18,467
Goodwill		1,044,383		157,855		7,050,845		(d)		8,253,083
Intangible assets, net		792,755		38,740		4,321,260		(e)		5,152,755
Non-current contract assets, net		—		416,604						416,604
Contract costs		—		30,274		(30,274	)	(f)		—
Operating lease right-of-use assets		44,135		31,609		(3,700	)	(g)		72,044
Deferred tax assets		7,002		2,157						9,159
Other noncurrent assets		4,994		4,094						9,088
Total Assets	$	2,070,068		1,381,017		11,506,264				14,957,349
LIABILITIES AND EQUITY
Current liabilities
Accounts payable	$	7,069		7,176						14,245
Accrued expenses and other current liabilities		40,510		46,161		61,400		(h)		148,071
Current operating lease liabilities		5,862		7,119		(300	)	(g)		12,681
Income taxes payable		4,869		33,649		(5,259	)	(i)		33,259
Current borrowings		—		26,000						26,000
Current contract liabilities		80,272		50,569						130,841
Total current liabilities		138,582		170,674		55,841				365,097
Non-current contract liabilities		5,771		12,114						17,885
Deferred tax liabilities		142,221		139,921		952,199		(i)		1,234,341
Non-current operating lease liabilities		38,984		27,761		(3,400	)	(g)		63,345
Non-current borrowings, net		—		253,412						253,412
Other non-current liabilities		9,768		2,280						12,048

	Historical						Pro Forma
	Emerson Industrial Software Business			AspenTech			Transaction Accounting Adjustments				Pro Forma
Equity
Net parent investment		1,741,523			—			(1,741,523	)	(j)		—
Common stock		—			10,485			(10,485	)	(j)		—
Additional paid-in capital		—			850,948			12,190,054		(h),(i),(j)		13,041,002
Retained earnings (accumulated deficit)		—			1,954,519			(1,977,519	)	(j)		(23,000	)
Accumulated other comprehensive income (loss)		(6,781	)		5,091			(5,091	)	(j)		(6,781	)
Treasury stock, at cost		—			(2,046,188	)		2,046,188		(j)		—
Total equity	$	1,734,742			774,855			10,501,624				13,011,221
Total liabilities and equity	$	2,070,068			1,381,017			11,506,264				14,957,349

See accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Statements.

PRO FORMA CONDENSED COMBINED STATEMENT OF EARNINGS (UNAUDITED)

ASPEN TECHNOLOGY, INC.

For the Six Months Ended March 31, 2022

(Dollars in thousands, except per share amounts)

	Historical						Pro Forma
	Emerson Industrial Software Business			AspenTech			Transaction Accounting Adjustments				Pro Forma
	(k)			(l)
Revenue:
License and solutions	$	99,329			246,143							345,472
Maintenance		53,585			98,402							151,987
Services and other		13,462			14,564							28,026
Total revenue		166,376			359,109							525,485
Cost of revenue:
License and solutions		68,767			2,829			63,800		(m)		135,396
Maintenance		8,370			9,112			130		(n)		17,612
Services and other		8,241			16,577			235		(n)		25,053
Total cost of revenue		85,378			28,518			64,165				178,061
Gross profit		80,998			330,591			(64,165	)			347,424
Operating expenses:
Research and development		30,845			54,118			1,311		(n)		86,274
General and administrative		16,175			62,621			3,902		(n),(o)		82,698
Selling and marketing		36,894			64,607			120,492		(n),(p)		221,993
Restructuring costs		81			—							81
Total operating expenses		83,995			181,346			125,705				391,046
Earnings (loss) from operations		(2,997	)		149,245			(189,870	)			(43,622	)
Other expense (income), net		4,104			1,235							5,339
Interest expense (income), net		48			(13,892	)						(13,844	)
Earnings (loss) before income taxes		(7,149	)		161,902			(189,870	)			(35,117	)
Provision (benefit) from income taxes		(3,109	)		24,915			(41,668	)	(q)		(19,862	)
Net earnings (loss)	$	(4,040	)		136,987			(148,202	)			(15,255	)
Earnings per share:
Basic				$	2.06						$	(0.24	)	(r)
Diluted				$	2.04						$	(0.24	)	(r)
Weighted average outstanding shares:
Basic					66,594			(2,460	)	(r)		64,134
Diluted					67,014			(2,880	)	(r)		64,134

See accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Statements.

PRO FORMA CONDENSED COMBINED STATEMENT OF EARNINGS (UNAUDITED)

ASPEN TECHNOLOGY, INC.

For the Year Ended September 30, 2021

(Dollars in thousands, except per share amounts)

	Historical						Pro Forma
	Emerson Industrial Software Business			AspenTech			Transaction Accounting Adjustments (Note 4)				Pro Forma Combined
	(k)			(l)
Revenue:
License and solutions	$	180,914			516,724							697,638
Maintenance		92,562			186,519							279,081
Services and other		27,164			27,182							54,346
Total revenue		300,640			730,425							1,031,065
Cost of revenue:
License and solutions		125,181			9,602			127,900		(m)		262,683
Maintenance		18,610			18,085			525		(n)		37,220
Services and other		19,219			31,881			950		(n)		52,050
Total cost of revenue		163,010			59,568			129,375				351,953
Gross profit		137,630			670,857			(129,375	)			679,112
Operating expenses:
Research and development		59,646			98,556			5,275		(n)		163,477
General and administrative		32,638			88,924			78,600		(n),(o)		200,162
Selling and marketing		103,311			119,268			242,810		(n),(p)		465,389
Restructuring costs		2,474			—							2,474
Total operating expenses		198,069			306,748			326,685				831,502
Earnings (loss) from operations		(60,439	)		364,109			(456,060	)			(152,390	)
Other expense (income), net		5,359			2,603							7,962
Interest expense (income), net		115			(30,100	)						(29,985	)
Earnings (loss) before income taxes		(65,913	)		391,606			(456,060	)			(130,367	)
Provision (benefit) from income taxes		(45,305	)		65,115			(95,911	)	(q)		(76,101	)
Net earnings (loss)	$	(20,608	)		326,491			(360,149	)			(54,266	)
Earnings per share:
Basic				$	4.82						$	(0.83	)	(r)
Diluted				$	4.79						$	(0.83	)	(r)
Weighted average outstanding shares:
Basic					67,680			(2,460	)	(r)		65,220
Diluted					68,218			(2,998	)	(r)		65,220

See accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Statements.

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

(1) BASIS OF PRESENTATION

The unaudited pro forma condensed combined financial statements were prepared using the acquisition method of accounting with the Emerson Industrial Software Business considered the accounting acquirer of AspenTech. Under the acquisition method of accounting, the purchase price is allocated to the identifiable tangible and intangible assets acquired and liabilities assumed based on their respective fair values with any excess purchase price allocated to goodwill.

The unaudited pro forma condensed combined financial statements combine the historical financial statements of the Emerson Industrial Software Business and AspenTech and give effect to the AspenTech acquisition. The unaudited pro forma condensed combined statement of earnings for the six months ended March 31, 2022 and for the year ended September 30, 2021 gives effect to the AspenTech acquisition as if it had occurred on October 1, 2020. The unaudited pro forma condensed combined balance sheet as of March 31, 2022 gives effect to the AspenTech acquisition as if it had occurred on March 31, 2022. The unaudited pro forma condensed combined financial statements reflect the adoption of updates to ASC 805, Business Combinations, which clarify the accounting for contract assets and liabilities assumed in a business combination.

The unaudited pro forma condensed combined financial statements are presented to reflect the AspenTech acquisition and do not represent what New AspenTech’s results of operations or financial position would actually have been had the AspenTech acquisition occurred on the dates noted above, or project New AspenTech’s results of operations or financial position for any future periods. Actual results may differ materially from the amounts shown in the unaudited pro forma condensed combined financial statements herein. The unaudited pro forma condensed combined financial statements are intended to provide information about the impact of the AspenTech acquisition as if it had been consummated earlier. The pro forma adjustments are based on available information and certain assumptions that management believes are factually supportable and are expected to have an impact on New AspenTech’s results of operations. In the opinion of management, all adjustments necessary to present fairly the unaudited pro forma condensed combined financial statements have been made.

(2) PRELIMINARY PURCHASE PRICE ALLOCATION

The unaudited pro forma condensed combined balance sheet has been adjusted to reflect the preliminary allocation of the purchase price to the identifiable tangible and intangible assets acquired and liabilities assumed based on their estimated fair value at acquisition date with any excess purchase price allocated to goodwill.

The following table summarizes the components of the purchase price reflected in the unaudited pro forma condensed combined financial information using AspenTech’s shares outstanding and closing market price per share as of May 16, 2022 (in thousands except share and per share data):

AspenTech shares outstanding		66,662,482
AspenTech share price	$	166.30
Purchase price	$	11,085,971
Value of stock-based compensation awards attributable to pre-combination service		84,900
Total purchase price	$	11,170,871

The following is a preliminary estimate of the net assets acquired and purchase price allocation (in thousands):

Carrying value of AspenTech net assets as of March 31, 2022	$	774,855
Less: Pre-existing AspenTech goodwill		(157,855	)
Less: Pre-existing AspenTech intangible assets		(38,740	)
Less: Deferred tax liabilities on pre-existing AspenTech goodwill and intangible assets		6,725
Adjusted book value of net assets acquired	$	584,985
Purchase accounting adjustments:
Identifiable intangible assets at fair value	$	4,360,000
Fair value adjustment to AspenTech deferred contract acquisition costs		(30,274	)
Goodwill		7,208,700
Deferred tax impact of fair value adjustments		(952,540	)
Total purchase price allocation including book value of net assets acquired	$	11,170,871

(3) PRO FORMA ADJUSTMENTS AND ASSUMPTIONS

The pro forma transaction accounting adjustments are based on currently available information, which is directly attributable and factually supportable, as well as certain assumptions New AspenTech believes are reasonable. The actual effects of the AspenTech acquisition may materially differ from the pro forma adjustments. A general description of the adjustments is provided as follows:

Pro Forma Transaction Accounting Adjustments to the Condensed Combined Balance Sheet as of March 31, 2022:

a. Represents Emerson Industrial Software Business’s historical unaudited consolidated and combined balance sheet as of March 31, 2022.

b. Represents AspenTech’s historical unaudited consolidated balance sheet as of March 31, 2022, included in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on April 27, 2022.

c. As part of the transaction agreement with AspenTech, Emerson contributed $6,014,000,000 in cash to Aspen Technology, Inc. A portion of the cash was paid out at approximately $87.69 per share to holders of issued and outstanding shares of AspenTech common stock as of the Closing, with approximately $168.1 million of cash consideration remaining on Aspen Technology, Inc.’s balance sheet as of the Closing.

d. Represents the elimination of $157.9 million of existing goodwill of AspenTech and the preliminary recognition of $7,208.7 million of goodwill which is not expected to be deductible for tax purposes.

e. Represents the elimination of $38.7 million of existing intangible assets of AspenTech and the preliminary recognition of $4,360.0 million of identifiable intangible assets attributable to the transaction.

The preliminary intangible assets attributable to the transaction are comprised of the following (in thousands):

	Amount		Amortization Expense for Six Months ended March, 2022		Amortization Expense for Year ended Sept. 30, 2021		Estimated Weighted Average Life (Years)
Developed technology	$	1,350,000		67,500	$	135,000		10.0
Customer relationships		2,300,000		76,666		153,333		15.0
Trade names		430,000		—		—	Indefinite-lived
Backlog		280,000		46,666		93,333		3.0
Total	$	4,360,000	$	190,832	$	381,666

f. Represents the elimination of $30.3 million of deferred contract costs of AspenTech which have no future value.

g. Represents decreases in AspenTech’s historical operating lease right-of-use assets, current and noncurrent operating lease liabilities of $3.7 million, $0.3 million, $3.4 million, respectively, as a result of AspenTech conforming to Emerson Industrial Software Business’s accounting policy elections.

h. Reflects the accrual of AspenTech non-recurring transaction costs of $61.4 million related to the transaction including fees paid for financial advisors, legal services, and professional accounting services. These remaining acquiree costs are not reflected in the historical balance sheet of AspenTech as of March 31, 2022, but are reflected in the New AspenTech unaudited pro forma condensed combined balance sheet as of March 31, 2022 as an increase to accrued expenses and a decrease to additional paid-in capital. These costs are not expected to be incurred in any period beyond 12 months from the closing date of the transaction.

i. Represents the net change in deferred tax liabilities associated with the fair value adjustments related to allocation of the purchase price to assets acquired and liabilities assumed (excluding goodwill). Deferred taxes were computed using a combined U.S. federal and state statutory tax rate of 22 percent. This rate is subject to change when New AspenTech performs a complete tax analysis after the transaction is completed. Additionally, a $5.3 million adjustment is reflected in current income taxes payable and a $6.4 million adjustment is reflected in deferred tax liabilities, resulting from certain tax attributes in the Emerson Industrial Software Business’s historical financial statements that will not be retained as part of the transaction.

j. Represents adjustments to equity for the following:

• Purchase of shares of common stock valued at $11,170.9 million as consideration for the transaction. Of the stock purchased, a nominal amount will be recorded as par value of common stock and $11,170.9 million will be recorded as Additional paid-in-capital.

• Elimination of the historical AspenTech stockholders’ equity of $774.9 million.

• Reclassification of net parent investment, of which approximately $(23.0) million is included in retained earnings related to the Emerson Industrial Software Business’s historical accumulated deficit and the remainder is in additional paid-in-capital.

Pro Forma Transaction Accounting Adjustments to the Combined Statement of Earnings for the six months ended March 31, 2022 and the year ended September 30, 2021:

k. Represents the Emerson Industrial Software Business’s historical unaudited consolidated statement of operations for the six months ended March 31, 2022 and for the year ended September 30, 2021.

l. Represents AspenTech’s historical unaudited consolidated statement of operations for the six months ended March 31, 2022 and its results for the 12 months ended September 30, 2021. AspenTech’s results for the six months ended March 31, 2022 were derived from the following: (a) the historical consolidated financial statements of AspenTech for the three months ended March 31, 2022, included in their Quarterly Report on Form 10-Q filed with the SEC on April 27, 2022 and (b) the historical consolidated financial statements of AspenTech for the three months ended December 31, 2021, included in their Quarterly Report on Form 10-Q filed with the SEC on January 26, 2022. AspenTech’s results for the 12 months ended September 30, 2021 were derived from the following: (a) the historical consolidated financial statements of AspenTech as of and for the year ended June 30, 2021, included in their Annual Report on Form 10-K filed with the SEC on August 18, 2021; (b) the historical unaudited consolidated financial statements for the quarterly period ended September 30, 2020, included in their Quarterly Report on Form 10-Q filed with the SEC on December 22, 2020; and (c) the historical unaudited consolidated financial statements for the quarterly period ended September 30, 2021, included in their Quarterly Report on Form 10-Q filed with the SEC on October 27, 2021. See the Supplemental Schedules for further details.

m. Represents the net change from the removal of AspenTech’s historical intangibles amortization of $3.7 million and $7.1 million for the six months ended March 31, 2022 and 12 months ended September 30, 2021, respectively, and the recognition of new amortization expense of $67.5 million and $135.0 million for the six months ended March 31, 2022 and 12 months ended September 30, 2021, resulting from the intangibles identified as part of the preliminary purchase price allocation. See note (e) above.

n. Represents expense related to the retention cash and equity incentive awards under the Emerson Retention Program and the AspenTech Retention Program. Expense includes $0.1 million in cost of maintenance, $0.2 million in cost of services and other, $1.3 million in research and development, $4.7 million in general and administrative, and $1.0 million in selling and marketing for the six months ended March 31, 2022 and $0.5 million in cost of maintenance, $1.0 million in cost of services and other, $5.3 million in research and development, $18.9 million in general and administrative, and $3.9 million in selling and marketing for the year ended September 30, 2021.

o. Represents the removal of AspenTech’s historical intangibles amortization of $0.8 million and $1.7 million for the six months ended March 31, 2022 and 12 months ended September 30, 2021, respectively, and the accrual of non-recurring transaction costs of $61.4 million related to the transaction, including fees expected to be paid for financial advisors, legal services and professional accounting services which are reflected in the results for the year ended September 30, 2021 (see note (h) above). These transaction costs are not expected to be incurred in any period beyond 12 months from the Closing Date. For the six months ended March 31, 2022, AspenTech’s historical financial statements included $13.6 million of costs related to the Transactions, all of which are non-recurring. For the year ended September 30, 2021, the Emerson Industrial Software Business’s historical statements included $6.1 million of transaction costs related to the OSI Inc. acquisition, while AspenTech’s historical financial statements included $7.3 million of costs related to the Transactions, all of which are non-recurring.

p. Represents the recognition of new amortization expense of $123.3 million and $246.7 million for the six months ended March 31, 2022 and year ended September, 30 2021, respectively, resulting from intangibles identified as part of the preliminary purchase price allocation (see note (e) above), and the removal of AspenTech’s historical amortization of capitalized contract costs of $3.8 million and $7.7 million for the six months ended March 31, 2022 and 12 months ended September, 30 2021, respectively.

q. Represents the income tax effect of the pro forma adjustments presented. The pro forma income tax adjustments were estimated using a combined U.S. federal and statutory tax rate of 22%, except for the accrued transaction costs and the retention cash and equity incentive awards which were at a lower rate. The effective tax rate of New AspenTech could be materially different depending on post-combination activities.

r. Represents the change in shares of Common Stock from the exchange of shares by existing AspenTech stockholders and the issuance of shares of Common Stock to Emerson.

HISTORICAL ASPENTECH CONDENSED CONSOLIDATED STATEMENT OF EARNINGS (UNAUDITED)

Supplemental Schedule

The following table shows the calculation of AspenTech’s historical unaudited condensed consolidated statement of operations for the 12 months ended September 30, 2021 determined by using their results of operations for the year ended June 30, 2021, deducting their results of operations for the three months ended September 30, 2020, and including their results of operations for the three months ended September 30, 2021.

(Dollars in thousands)

	For the fiscal year ended June 30, 2021			For the three months ended Sept 30, 2020 (Less)			For the three months ended Sept 30, 2021 (Plus)			For the twelve months ended Sept 30, 2021
Revenue:
License and solutions	$	497,479			61,859			81,104			516,724
Maintenance		185,164			46,858			48,213			186,519
Services and other		26,733			6,254			6,703			27,182
Total revenue		709,376			114,971			136,020			730,425
Cost of revenue:
License and solutions		9,276			2,136			2,462			9,602
Maintenance		18,287			4,764			4,562			18,085
Services and other		32,588			8,566			7,859			31,881
Total cost of revenue		60,151			15,466			14,883			59,568
Gross profit		649,225			99,505			121,137			670,857
Operating expenses:
Research and development		94,229			22,530			26,857			98,556
General and administrative		81,636			17,633			24,921			88,924
Selling and marketing		114,959			25,172			29,481			119,268
Total operating expenses		290,824			65,335			81,259			306,748
Earnings from operations		358,401			34,170			39,878			364,109
Other expense, net		3,200			1,469			872			2,603
Interest (income), net		(29,546	)		(6,574	)		(7,128	)		(30,100	)
Earnings before income taxes		384,747			39,275			46,134			391,606
Provision from income taxes		64,944			6,564			6,735			65,115
Net earnings	$	319,803			32,711			39,399			326,491

See accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Statements.

HISTORICAL ASPENTECH CONDENSED CONSOLIDATED STATEMENT OF EARNINGS (UNAUDITED)

Supplemental Schedule

The following table shows the calculation of AspenTech’s historical unaudited condensed consolidated statement of operations for the six months ended March 31, 2022 determined by using their results of operations for the three months ended December 31, 2022 and including their results of operations for the three months ended March 31, 2022.

(Dollars in thousands)

	For the three months ended March 31, 2022			For the three months ended Dec 31, 2021 (Plus)			For the six months ended March 31, 2022
Revenue:
License and solutions	$	130,032			116,111			246,143
Maintenance		50,017			48,385			98,402
Services and other		7,704			6,860			14,564
Total revenue		187,753			171,356			359,109
Cost of revenue:
License and solutions		489			2,340			2,829
Maintenance		4,760			4,352			9,112
Services and other		8,373			8,204			16,577
Total cost of revenue		13,622			14,896			28,518
Gross profit		174,131			156,460			330,591
Operating expenses:
Research and development		28,704			25,414			54,118
General and administrative		30,694			31,927			62,621
Selling and marketing		33,977			30,630			64,607
Total operating expenses		93,375			87,971			181,346
Earnings from operations		80,756			68,489			149,245
Other expense (income), net		(522	)		1,757			1,235
Interest expense (income), net		(6,715	)		(7,177	)		(13,892	)
Earnings before income taxes		87,993			73,909			161,902
Provision from income taxes		12,870			12,045			24,915
Net earnings	$	75,123			61,864			136,987

See accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Statements.