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critical audit matters the critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. the communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. research and development costs as described in notes 2 and 5 to the consolidated financial statements, management uses significant judgment in estimating the amount of research and development costs recognized in each reporting period. management analyzes and estimates the progress of its preclinical studies and clinical trials, completion of milestone events per underlying agreements, invoices received and contracted costs when estimating the research and development costs to accrue in each reporting period. total research and development costs incurred during the year ended december 31, 2021 were $205.2 million and research and development costs accrued were $38.3 million as of december 31, 2021. the principal considerations for our determination that performing procedures relating to research and development costs is a critical audit matter are the significant judgment by management when estimating the costs incurred for services performed by vendors that have not yet been invoiced in estimating the research and development costs to accrue in the reporting period. this in turn led to a high degree of auditor judgment, subjectivity and effort in performing procedures to evaluate the audit evidence obtained relating to estimates of costs accrued. addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. these procedures included testing the effectiveness of controls over management’s process relating to accruing research and development costs, including controls over estimating the costs incurred for services performed by vendors that have not yet been invoiced. these procedures also included, among others, testing management’s process for estimating the research and development costs to accrue in the reporting period, evaluating the completeness and accuracy of underlying data used in management’s estimate by testing for consistency with a sample of contracts and invoices, testing the f-3 table of contents number of patients screened for and enrolled in the trial, testing the mathematical accuracy of the calculation of the accrual for research and development costs incurred, and evaluating the reasonableness of assumptions used in the estimate. evaluating the reasonableness of assumptions used in the estimate involved assessing management’s ability to reasonably estimate costs incurred that have not been invoiced by (i) performing a comparison of the estimated accrual to average procedure rates per contracts applied to the number of patients screened for and enrolled in the trial, and by (ii) performing a comparison of the estimated accrual to actual costs incurred on similar completed preclinical studies and clinical trials. /s/ pricewaterhouse coopers llp philadelphia, pennsylvania february 24, 2022 we have served as the company’s auditor since 2016.

critical audit matters the critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. the communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. revenue recognition - identifying and evaluating terms and conditions in subscription contracts for term-based licenses that impact subscription revenue recognition as described in notes 2 and 3 to the consolidated financial statements, management applies judgment in identifying and evaluating terms and conditions in contracts which may impact revenue recognition. to determine the appropriate amount of revenue to be recognized as the company fulfills its obligations under each of its agreements, management performs the following steps: 1) identification of the contract with a customer; 2) determination of whether the goods or services in a contract comprise performance obligations; 3) measurement of the transaction price; 4) allocation of the transaction price to separate performance obligations; and 5) recognition of revenue when or as the company satisfies each performance obligation. the company’s subscriptions for solutions deployed on-premise within the customer’s technology infrastructure are comprised of a term-based license and an obligation to provide maintenance and support, where the term-based license and the maintenance and support constitute separate performance obligations. for the year ended december 31, 2021, the company’s subscription term-based license revenue was $172.5 million. the principal considerations for our determination that performing procedures relating to revenue recognition - identifying and evaluating terms and conditions in subscription contracts for term-based licenses that impact subscription revenue recognition is a critical audit matter are the significant judgment by management in identifying and evaluating terms and conditions in subscription term-based license contracts that impact revenue recognition. this in turn led to significant auditor effort and subjectivity in performing procedures to evaluate whether terms and conditions in subscription term-based license contracts were appropriately identified and evaluated by management and the impact on the timing and measurement of revenue recognized. 79table of contents addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. these procedures included testing the effectiveness of controls relating to the revenue recognition process, including controls related to the identification and evaluation of terms and conditions in subscription term-based license contracts that impact revenue recognition. these procedures also included, among others (i) testing the completeness and accuracy of management’s identification and evaluation of the specific terms and conditions in subscription term-based license contracts with customers by examining revenue contracts on a test basis, and (ii) testing management’s process for identifying and evaluating the terms and conditions in contracts, including management’s determination of the impact of those terms and conditions on the timing and measurement of revenue recognition. /s/ pricewaterhouse coopers llp denver, colorado february 24, 2022 we have served as the company’s auditor since 2016.

critical audit matter the critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. the communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. oil and gas properties, depletion and amortization and impairment of long-lived assets - refer to note 1 to the financial statements critical audit matter description as described in note 1 to the financial statements, oil and gas properties are accounted for using the successful efforts method. depletion and amortization of the cost of proved oil and gas properties are calculated using the units-of-production method. proved developed reserves are used as the base for depleting capitalized costs associated with successful exploratory well costs, development costs and related facilities, other than offshore platforms. the sum of proved developed and proved undeveloped reserves is used as the base for depleting or amortizing leasehold acquisition costs and costs to construct offshore platforms and associated asset retirement costs. also, the fund reviews the carrying value of its oil and gas properties for impairment whenever events and circumstances indicate that the recorded carrying value of its oil and gas properties may not be recoverable. recoverability is evaluated by comparing estimated future net undiscounted cash flows to the carrying value of the oil and gas properties at the time of the review. if the carrying value exceeds the estimated future net undiscounted cash flows, the carrying value of the oil and gas properties is impaired, and written down to fair value. f-2 table of contents estimates of proved reserves are key components of the fund’s most significant estimates involving its rate for recording depletion and amortization and estimated future cash flows of oil and gas properties used to test for impairment. annually, the fund engages an independent petroleum engineering firm to perform a comprehensive study of the fund’s proved properties to determine the quantities of reserves and the period over which such reserves will be recoverable. the fund’s estimates of proved reserves are based on the quantities of oil and natural gas that geological and engineering data demonstrate, with reasonable certainty, to be recoverable in future years from known reservoirs under existing economic and operating conditions. the fund’s oil and gas properties, net balance was $5.4 million as of december 31, 2021 and depletion and amortization expense recognized was $2.4 million for the period ended december 31, 2021. no impairment was recognized during 2021.. we identified the impact of the oil and natural gas reserve quantities on the oil and gas properties and depletion and amortization financial statement line items and the evaluation of impairment of long-lived assets as a critical audit matter due to the significant judgments made by the fund. the significant judgments made by the fund include the use of specialists to develop and evaluate the fund’s oil and natural gas reserve quantities, future cash flows, reserve risk weightings, future development costs, and future oil and natural gas commodity prices. auditing these significant judgments required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists. how the critical audit matter was addressed in the audit our audit procedures related to the fund’s estimates and assumptions related to oil and natural gas reserve quantities included the following, among others: • we evaluated the reasonableness of the fund’s oil and natural gas reserve quantities by performing the following procedures:   o comparing the fund’s oil and natural gas reserve quantities to historical production volumes. o evaluating the reasonableness of the methodology used and the production volume decline curve. o understanding the experience, qualifications and objectivity of management’s expert, an independent petroleum engineering firm. o comparing forecasts of proved undeveloped oil and natural gas reserves to historical conversions of proved undeveloped oil and natural gas reserves and communication from third-party well operators. • we evaluated management’s assessed reserve risk weighting associated with the development of proved, probable and possible oil and natural gas reserve quantities by comparing the assessed risk to industry surveys.   • we evaluated the reasonableness of future development costs by comparing such costs to the approval for expenditures, historical well cost data and communication from third-party well operators. f-3 table of contents    • we evaluated, with the assistance of our fair value specialists, the reasonableness of future oil and natural gas commodity prices by performing the following procedures:   o understanding the methodology utilized by management for development of the future oil and natural gas commodity prices. o comparing the future oil and natural gas commodity prices to an independently determined range of prices.   o comparing management’s future oil and natural gas commodity prices to published forward pricing indices and third-party industry sources. • we evaluated the future oil and natural gas commodity prices by comparing future oil and natural gas commodity price differentials to historical realized price differentials.   /s/ deloitte & touche llp parsippany, new jersey february 28, 2022 we have served as the fund's auditor since 2006.

critical audit matters thecritical audit matters communicated below are matters arising from the current period audit of the consolidated financial statementsthat were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that arematerial to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. thecommunication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we arenot, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accountsor disclosures to which they relate. 1.intangible assets descriptionof the matter as described in note 8 to the consolidatedfinancial statements as at march 31, 2021, the company has written of intangible asset of $129,337 as management decided todiscontinue the product digin. management assessed the feasibility of the product in the current market conditions and the probable additionalcosts which the entity may have to incur to make it marketable which are substantial. auditingmanagement’s accounting for and disclosure of the writing off of the asset was complex and highly judgmental as it involved ourassessment of the significant judgments made by management when assessing the feasibility of the product or when determining an estimateof costs and resources to be involved or whether an estimate of the loss or range of loss could be made. howwe addressed the matter in our audit weobtained an understanding about evaluation of product development costs, amortization and write offs. we have reviewed the company’sassessment about the likely cost that may have to be incurred and the feasibility of the products. totest the company’s assessment of the writing off the intangible assets among other procedures. we have reviewed that the productwas capitalized in 2015 and over the years the company’s effort in generating revenue has not been materialised. we read the minutesof the meetings of the board of directors, read letters received directly by us from chief operating officer, and evaluated the statusof products based on discussions with management. we also evaluated the appropriateness of the related disclosures. going concern theaccompanying financial statements have been prepared assuming that the company will continue as a going concern. as discussed in note2 to the financial statements, the company has suffered recurring losses from operations and has a net capital deficiency that raisesubstantial doubt about its ability to continue as a going concern. management's plans in regard to these matters are also describedin note 2. the financial statements do not include any adjustments that might result from the outcome of this uncertainty. manohar chowdhry & associates chartered accountants weare serving as the company’s auditor since 2016 bengaluru,india date29-06-2021 f-4 duo world, inc. and subsidiaries consolidated balance sheets march 31, 2021 march 31, 2020 (audited) (audited) assets current assets cash and cash equivalents $21,571 $50,703 accounts receivable – trade 135,872 304,221 prepaid expenses and other current assets 24,723 30,537 accrued revenue 1,076 17,886 total current assets 183,242 403,347 non current assets property and equipment, net of accumulated depreciation of $220,918 and $226,487 respectively 8,974 15,915 intangible assets, net 428,070 644,586 lease right to use asset - 10,330 total non current assets 437,044 670,831 total assets $620,286 $1,074,178 liabilities and shareholders’ deficit current liabilities accounts payable $541,766 $530,872 payroll, employee benefits, severance 530,394 577,513 short term borrowings 430,993 461,950 due to related parties 1,063,397 921,728 payable for acquisition 185,762 185,762 taxes payable 165,924 163,049 accruals and other payables 88,380 68,800 lease creditors - 2,697 deferred revenue 2,898 55,684 total current liabilities 3,009,514 2,968,055 long term liabilities due to related parties 1,345,915 1,349,675 employee benefit obligation 30,039 73,111 long term loan 13,916 - operating lease - 10,333 total long term liabilities 1,389,870 1,433,119 total liabilities $4,399,384 $4,401,174 commitments and contingencies (note 18) shareholders’ deficit ordinary shares: $0.001 par value per share; 400,000,000 shares authorized; 67,754,296 and 67,754,296 shares issued and outstanding, respectively $67,754 $67,754 convertible series “a” preferred shares: $0.001 par value per share; 10,000,000 shares authorized; 5,000,000 and 5,000,000 shares issued and outstanding, respectively 5,000 5,000 additional paid in capital 11,641,336 11,641,336 accumulated deficit (16,041,727) (15,508,871)accumulated other comprehensive income 548,539 467,785 total shareholders’ deficit (3,779,098) (3,326,996) total liabilities and shareholders’ deficit $620,286 $1,074,178 theaccompanying notes are an integral part of these consolidated financial statements. f-5 duo world, inc. and subsidiaries consolidated statements of operations and comprehensive income (loss)(audited) for the year ended, march 31, 2021 march 31, 2020 revenue $346,478 $771,905 cost of revenue (exclusive of depreciation presented below) (285,805) (255,387)gross income 60,673 516,518 operating expenses general and administrative 275,057 378,561 salaries and casual wages 70,813 124,979 selling and distribution 4,884 7,673 depreciation 3,108 15,863 amortization of web site development 3,342 2,067 allowance for bad debts 34,192 30,039 total operating expenses 391,396 559,182 loss from operations $(330,723) $(42,664) other income (expenses): interest expense $(162,903) $(189,026)gain on disposals of property and equipment - 575 other income 9,137 5,377 bank charges (2,401) (3,781)exchange (loss) / gain (11,515) (89,544)total other income (expenses) (167,682) (276,398) loss before provision for income taxes: $(498,405) $(319,062) tax expense : provision for income taxes - - foreign taxes – withheld (34,451) (54,268)net loss $(532,856) $(373,330) basic and diluted loss per share $(0.00) $(0.00) basic and diluted weighted average number of shares outstanding 117,754,296 116,737,903 comprehensive income (loss): unrealized foreign currency translation (loss) gain $80,754 $201,550 net loss (532,856) (373,330)comprehensive loss $(452,101) $(171,780) theaccompanying notes are an integral part of these consolidated financial statements. f-6 duo world, inc. and subsidiaries consolidated statement of changes in shareholders’ deficit common share capital preferred share capital additional paid-in accumulated other comprehensive total shareholders’ shares amount shares amount capital deficit income deficit march 31, 2019 65,754,296 65,754 5,000,000 5,000 11,543,336 (15,163,357) 266,235 (3,283,032) stock issued 2,000,000 2,000.00 - - 98,000 - - 100,000 - net loss - - - - - (373,330) - (373,330) - other comprehensive income - - - - - - 201,550 201,550 - prior period adjustments - - - - - 27,819 - 27,819 - adjustment on operating lease - - - - - (2) - (2) march 31, 2020 67,754,296 67,754 5,000,000 5,000 11,641,336 (15,508,871) 467,785 (3,326,996) net loss - - - - - (532,856) - (532,856) other comprehensive income - - - - - - 80,754 80,754 march 31, 2021 67,754,296 67,754 5,000,000 5,000 11,641,336 (16,041,727) 548,539 (3,779,098) theaccompanying notes are an integral part of these consolidated financial statements. f-7 duo world, inc. and subsidiaries consolidated statements of cash flows(audited) for the period ended, march 31, 2021 march 31, 2020 operating activities: loss before provision for income taxes $(532,856) $(373,330) adjustments to reconcile loss before provision for income taxes to cash provided by operating activities: depreciation and amortization 6,450 17,930 bad debts 34,192 30,039 gain on disposals of property and equipment - 575 previous period adjustments - 27,819 product development cost written off 206,433 95,990 changes in assets and liabilities: accounts receivable - trade 134,156 (209,215)prepayments 22,624 136,710 accounts payable 10,895 41,790 payroll, employee benefits, severance (47,119) (59,124)short term overdraft (30,958) (69,725)due to related parties 141,669 96,737 taxes payable 2,875 5,879 lease creditor (2,697) (8,224)retirement benefit (43,072) (31,589)accruals and other payables (33,205) 45,814 net cash provided by operating activities $(130,613) $(251,924) investing activities: acquisition of property and equipment - (11,459)sale proceeds of disposal of property and equipment - 1,989 intangible assets (12,657) (43,897)net cash used in investing activities $(12,657) $(53,368) financing activities: proceeds from issuance of common stock - 100,000 long term loan 13,916 - net cash provided by financing activities $13,916 $100,000 effect of exchange rate changes on cash 100,222 253,297 net decrease in cash $(29,132) $48,005 cash, beginning of period 50,703 2,698 cash, end of period $21,571 $50,703 supplemental disclosure of cash flow information: cash paid for interest $56,057 $80,111 cash paid for income taxes $- $- supplemental disclosure of non-cash investing and financing activities: common shares issued for services $- $- theaccompanying notes are an integral part of these consolidated financial statements. f-8 duo world inc. and subsidiaries notesto the consolidated financial statements march31, 2021(audited) note1 - organization and nature of operations duo world inc. (hereinafter referred to as “successor” or “duo”), a reporting company since september 26, 2016, wasorganized under the laws of the state of nevada on september 19, 2014. duo software (pvt.) limited (hereinafter referred to as “dssl”or “predecessor”), a company based in sri lanka, was incorporated on september 22, 2004 in the democratic socialist republicof sri lanka, as a limited liability company. duo software (pte.) limited (hereinafter referred to as “dss” or “predecessor”),a singapore based company, was incorporated on june 5, 2007 in the republic of singapore as a limited liability company. dss also includesits wholly-owned subsidiary, duo software india (private) limited (india), which was incorporated on august 30, 2007, under the lawsof india. the financial statements of duo software india (private) limited prepared under realization concept and the management hasa plan to wind up the company and application is made to strike off. on december 3, 2014, duo software (pvt.) limited (dssl) and duo software pte. limited (dss) executed a reverse recapitalization with duo world inc. (duo). see note 4. duo (successor) is a holding company that conducts operations through its wholly owned subsidiaries,dssl and dss (predecessors), in sri lanka, singapore and india. the consolidated entity is referred to as the “company.”the company, having its development center in colombo, has been in the space of developing products and services for the subscription-basedindustry. the company’s applications (“duo subscribe,” “facetone,” and “smoothflow”) providesolutions in the space of customer life cycle management, subscriber billing and work flow. note2 - basis of presentation the company has prepared the accompanying consolidated financial statements and accompanying notes in accordance with accounting principlesgenerally accepted in the united states of america (“ u.s. gaap”). all amounts in the consolidated financial statements arestated in u.s. dollars. wehave recast certain prior period amounts to conform to the current period presentation, with no impact on consolidated net income orcash flows. going concern theaccompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assetsand the satisfaction of liabilities in the normal course of business. these consolidated financial statements do not include any adjustmentsrelating to the recovery of the recorded assets or the classification of the liabilities that might be necessary to continue as a goingconcern. asreflected in the accompanying consolidated financial statements, the company had a net loss of $532,856 and $373,330 for the year ended march 31, 2021 and 2020, respectively; net cash provided by operations of $(130,613) and $(251,924) for the year ended march 31, 2021and 2020, respectively; working capital deficit of $2,826,272 and $2,564,709 as of march 31, 2021 and march 31, 2020, respectively; outstandingstatutory dues towards employee provident fund and employee trust fund of $373,142 and $409,413 as of march 31, 2021 and march 31, 2020,respectively; and a stockholders´ deficit of $3,779,098 and $3,326,996 as of march 31, 2021 and march 31, 2020, respectively. the company has its plan to increase the revenuefrom its cloud products and recover the current losses. and also, the company has evaluated its costs and reduced none core expenses.staff costs, rent costs, office expenses were reduced as a result. f-9 note3 - summary of significant accounting policies basisof consolidation theaccompanying consolidated financial statements include the accounts and transactions of dssl and dss (predecessors) and duo (successor).duo world inc. is the parent company of its 100% subsidiaries duo software (pvt.) limited (dssl) and duo software pte. limited (dss).duo software pte. limited is the parent company of its 100% subsidiary duo software india (private) limited (india). all significantinter-company accounts and transactions have been eliminated in consolidation. useof estimates and assumptions thepreparation of consolidated financial statements in conformity with u.s. generally accepted accounting principles requires managementto make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets andliabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. makingestimates and assumptions requires management to exercise significant judgment. it is least reasonably possible that the estimate ofthe effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management consideredin formulating its estimate could change in the near term due to one or more future non-confirming events. accordingly, the actual resultscould differ from those estimates and assumptions. the most significant estimates relate to the timing and amounts of revenue recognition,the recognition and disclosure of contingent liabilities and the collectability of accounts receivable. risksand uncertainties the company’s operations are subject to significant risk and uncertainties including financial, operational, competition and potentialrisk of business failure. product revenues are concentrated in the application software industry, which is highly competitive and rapidlychanging. significant technological changes in the industry or customer requirements, or the emergence of competitive products with newcapabilities or technologies could adversely affect operating results. concentrationsof credit risk financialinstruments that potentially subject the company to significant concentrations of credit risk consist principally of cash and cash equivalentsand accounts receivable. the company maintains cash and cash equivalents with various high quality financial institutions and we monitorthe credit ratings of those institutions. the company’s sales are primarily to the companies located in sri lanka, singapore, indonesiaand india. the company performs ongoing credit evaluations of our customers, and the risk with respect to trade receivables is furthermitigated by the diversity, both by geography and by industry, of the customer base. accounts receivable are due principally from thecompanies under stated contract terms. provisions aprovision is recognized when the company has present obligations because of past event and when it is probable that an outflow of resourcesembodying economic benefits will be required to settle the obligations and reliable estimate can be made of amount of the obligation.provisions are not discounted at their present value and are determined based on the best estimate required to settle the obligationat the reporting date. these estimates are reviewed at each reporting date and adjusted to reflect the current best estimates. f-10 accounts receivable and provision for doubtful accounts the company recognizes accounts receivable in connection with the products sold and services provided and has strong policies and proceduresfor the collection of receivables from its clients. however, there are inevitably occasions when the receivables due to the company cannotbe collected and, therefore, have to be written off as bad debts. while the debt collection process is being pursued, an assessment ismade of the likelihood of the receivable being collectable. a provision is, therefore, made against the outstanding receivable to reflectthat component that may not become collectable. the company is in the practice of provisioning for doubtful debts based on the periodoutstanding as per the following: trade receivables outstanding: provision over 24 months 100%over 18 months 50%over 15 months 25%over 12 months 10%over 9 months 5% cash equivalents the company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. as of march31, 2021 and march 31, 2020, there were no cash equivalents. foreign currency translation thefunctional currencies of the company’s foreign subsidiaries are their local currencies. for financial reporting purposes, thesecurrencies have been translated into united states dollars ($) and/or usd as the reporting currency. all assets and liabilities denominatedin foreign functional currencies are converted into u.s. dollars at the closing exchange rate on the balance sheet date and equity balancesare converted at historical rates. revenues, costs and expenses in foreign functional currencies are converted at the average rate ofexchange during the period. conversion adjustments arising from the use of different exchange rates from period to period are includedas a component of shareholders’ deficit as “accumulated other comprehensive income (loss).” gains and losses resultingfrom foreign currency transactions are included in the statement of operations and comprehensive income /(loss) as other income (expense). propertyand equipment fixedassets (including leasehold improvements) are stated at cost, net of accumulated depreciation and amortization. depreciation is computedutilizing the straight-line method over the estimated useful lives of the related assets. the estimated salvage value is considered as nil. amortization of leasehold improvements is computed utilizing the straight-line method over the estimated benefit period of the relatedassets, which may not exceed 15 years, or the lease term, if shorter. repairs and maintenance expenditures, which are not consideredimprovements and do not extend the useful life of the property and equipment, are expensed as incurred. in case of sale or disposal ofan asset, the cost and related accumulated depreciation are removed from the consolidated financial statements and the profit or lossarising from the sale shall be recognized. usefullives of the fixed assets are as follows: furniture & fittings 5 years improvements to lease hold assets lease term office equipment 5 years computer equipment (data processing equipment) 3 years website development 4 years f-11 impairmentof long-lived assets the company reviews long-lived assets, such as property, plant, and equipment for impairment whenever events or changes in circumstancesindicate that the carrying amount of an asset may not be recoverable. recoverability of assets to be held and used is measured by a comparisonof the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. if the carryingamount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amountof the asset exceeds the fair value of the asset. assets to be disposed of by sale would be separately presented in the balance sheetand reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated. the assets and liabilitiesof a group classified as held for sale would be presented separately in the appropriate asset and liability sections of the balance sheet. fair value measurements and fair value of financial instruments the company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fairvalue measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as thecase may be, in an orderly transaction between market participants. as such, fair value may be based on assumptions that market participantswould use in pricing an asset or liability. theestimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable andaccrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of theseinstruments. post retirement benefit plan the company has gratuity as it post employment plan for all the eligible employees. the recognition for the gratuity plan is as below: theexpected postretirement benefit obligation (“epbo”) is the actuarial present value (“apv”) as of a specific dateof the benefits expected to be paid to the employee, beneficiaries, and covered dependents. measurementof the epbo is based on the following: 1.expected amount and timing of future benefits2.expected future costs3.extent of cost sharing the epbo includes an assumed salary progression for a pay-related plan. future compensation levels represent the best estimate after consideringthe individual employees involved, general price levels, seniority, productivity, promotions, indirect effects, and the like. theaccumulated postretirement benefit obligation (“apbo”) is the apv as of a specific date of all future benefits attributableto service by an employee to that date. it represents the portion of the epbo earned to date. after full eligibility is attained, the apbo equals the epbo. the apbo also includes an assumed salary progression for a pay-related plan. revenue recognition, deferred & accrued revenue the company recognizes revenue from the sale of software licenses and related services. the company revenue recognition policy follows guidancefrom accounting standards codification (asc) 606, revenue from contract with customers. revenue is recognized when the company transferredpromised goods and services to the customer and in the amount that reflect the consideration to which the company expected to be entitledin exchange for those goods and services. thefollowing five steps are followed in recognizing revenue from contracts: ●identify the contract(s) with a customer; ●identify the performance obligation of the contract; ●determine the transaction price; ●allocate the transaction price to the performance obligations in the contract and; ●recognize revenue when or as the company satisfies a performance obligation. f-12 theconsideration for the transaction [performance obligation(s)] is determined as per the agreement, contract or invoice for the servicesand products. duo subscribe duo subscribe is a solution for subscriber management and billing. with over a decade of experience in developing applications for thesesectors and having vast amount of domain knowledge on how these sectors operate, duo subscribe is eminently capable of meeting the complexand rigorous demands of businesses around the world. facetone ‘facetone’is a communication and collaboration platform, which provides users the capability of operating and running a high performance contactcenter operation efficiently while saving cost and maximizing revenue opportunities. in-built facetone crm feature provides the opportunityfor contact centers to deliver a superior customer experience and build a better relationship by linking customers and data in real time. smoothflow smoothflowautomates customer engagements, including building chat bots, voice bots and io tbots to deliver an omni channel customer service experience.the product uses the power of artificial intelligence to keep improving the conversational flow and user experience. revenueis recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration weexpect to receive in exchange for those products or services. we enter into contracts that can include various combinations of productsand services, which are generally capable of being distinct and accounted for as separate performance obligations. revenue is recognizednet of allowances for returns and any taxes collected from customers, which are subsequently remitted to governmental authorities. natureof products and services licensesfor on premise software– the company sells a perpetual nonexclusive license to the customer and enables the customer to installand use the software and its documentation. price per customer varies based on the selection of the products licensed, the number ofsite installations and the number of authorized users. the products offered on this basis are “duo subscribe” and “facetone-enterprise.” enterprisesoftware solutions– the company distributes its software product ‘facetone- hosted version” with third party telecommunicationcompanies. it is a revenue model where the telecommunication provider hosts the company’s software applications and makes themavailable to its customers over the internet for a monthly subscription fee. the company charges telecommunication providers a monthlylicense fee calculated according to number of licenses sold. cloudservices- the company sells its product smoothflow as a “saas” product (software-as-a-service) and services are providedon a monthly subscription model. f-13 amc services- the company offers annual maintenance programs on its licenses that provide for technical support and updates to the company’ssoftware products. initial annual maintenance fees are bundled with license fees in the initial licensing period and recognized whenthe performance obligation of license fee is met. revenue is recognized ratably, or daily, over the term of the maintenance period, whichis typically one year. forthe period ended march 31, 2021 and 2020, the company received only cash as consideration for sale of licenses and related services andnot in kind. forthe years ended march 31, 2021 and 2020, the company had following concentrations of revenues with customers: customer march 31, 2021 march 31, 2020 a 74.04% 69.05%b 8.56% 2.14%c 6.52% 16.66%d 4.74% 5.79%e 3.78% 2.10%other misc. customers 2.36% 4.26% 100.00% 100.00% forthe years ended march 31, 2021 and 2020, the company had following sales by products: product march 31, 2021 march 31, 2020 duo subscriber $286,216 $558,169 facetone 44,115 191,233 software hosting and reselling 16,147 19,974 smoothflow - 2,529 $346,478 $771,905 during the year three customers terminated theircontracts with the company, and the revenue loss from the termination expected to be 82%. significant judgments the company’s contract with customers includes multiple software products and services to deliver and in most of the contracts, theprice of the separately identifiable features are stated separately. in the event the price of the multiple products and services arenot mentioned in the agreement, the company allocates transaction price estimating the standalone selling price of the promised productsand the services. the determination of standalone selling price for each performance obligation requires judgments. the company determinesstandalone selling price for performance obligations based on overall pricing strategies, which consider market in which the companyoperates, historical data analysis, number of users of the product or services, size of the customer and the market price of the hardwareused. contract balances whenthe timing of revenue recognition differs from the timing of invoicing for contract with customers, deferred revenue and accrued revenue/unbilled accounts receivables are recognized by the company. f-14 werecord a receivable when revenue is recognized prior to invoicing and receipt of payments, or deferred revenue when the revenue is recognizedsubsequent to invoicing. revenueunder software implementation contracts are invoiced on stages of completion as stipulated in the agreement and the revenue recognizedwhen the performance obligations are met and customer signs the user acceptance test (uat). the company invoices software license feeand royalty fee at the end of the period according to the customer agreement and accrued revenue/ unbilled revenue is recognized forthe relevant period. the initial annual maintenance fee is bundled with the initial license fee and is invoiced at beginning of the periodand the company recognizes as deferred revenue in the financial statements and is ratably recognized over a period of service. theallowance for doubtful accounts reflects our best estimate of probable losses inherent in the accounts receivable balance. we determinethe allowance based on known troubled accounts, historical experience, and other currently available evidence. refer note- 5 for “accounts receivables and provision for doubtful debts” segment information the company has determined that its chief executive officer is its chief operating decision maker. the company’s executive reviewsfinancial information presented on a consolidated basis for the purposes of assessing the performance and making decisions on how toallocate resources. accordingly, the company has determined that it operates in a single reportable segment. deferred revenue - deferred revenue represents advance payments for software licenses, services, and maintenance billed in advance ofthe time revenue is recognized. as at march 31, 2021, and march 31, 2020, deferred revenue recognized were $2,898 and 55,684 respectively. accrued revenue/unbilled accounts receivable - accrued revenue/unbilled accounts receivable primarily occur due to the timing of therespective billings, which occur subsequent to the end of each reporting period. as at march 31, 2021 and march 31, 2020, unbilled/accruedrevenues were $1,076 and $17,886, respectively. the company had no contract liabilities and asset recognized for cost to fulfill a requirement of a customer as at march 31, 2021. costof revenue costof revenue mainly includes cost for server space, product implementation costs, amortization of product development, developer supportand implementation, and consultancy fees related to the products offered by duo. the aggregate cost related to the software implementations,including support and consulting services pertaining to the revenue recognized during the reporting period, is recognized as cost of revenue. productresearch and development productresearch and development expenses consist primarily of salary and benefits for the company’s development and technical supportstaff, contractors’

critical audit matters the critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. the communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.goodwill and intangible asset impairment assessment critical audit matter description as discussed in note 2 of the consolidated financial statements, goodwill and intangible assets are tested for impairment at least annually on the reporting unit level, and more frequently if the company believes indicators of impairment exist. the company determined that one of the reporting unit's (yalla mediterranean) goodwill and intangible assets were impaired and the company recorded goodwill and intangibles impairment losses of approximately $0.3 million and $0.8 million, respectively, for the year ended december 26, 2021. the determination of the fair value of the reporting units and intangibles requires significant estimates and assumptions. changes in these assumptions could have a significant impact on either the fair value of the reporting units and intangibles, the amount of any goodwill impairment charge, or both.we identified the impairment assessment of goodwill and intangibles as a critical audit matter. auditing management's judgements regarding forecasts of future revenue and operating margin, and the discount rate to be applied involved a high degree of subjectivity.how the critical audit matter was addressed in our audit the primary procedures we performed to address this critical audit matter included:f-1table of contents•obtaining an understanding of management's process for determining goodwill and intangible asset impairment;•obtaining and reviewing management's goodwill and intangibles impairment analysis including the fair value of reporting units and intangible balances tested;•comparing the actual sales to those forecasted by the company in previous years in order to assess the historical accuracy of management's forecasting;•utilizing a valuation specialist to assist in evaluating the valuation methodologies utilized by the company for goodwill and intangibles by comparing the methodologies to those utilized by other companies holding similar assets, compared management's assumption inputs to information from external sources and available economic forecasts and data;•evaluating the estimated fair value of the reporting units to the company's market capitalization and evaluating whether any variances from the projections or changes in market capitalization were indicative of potential impairment of the goodwill and identifiable intangible assets; and•evaluating whether the assumptions used in the goodwill and intangibles impairment analysis were reasonable by considering the past performance of reporting units and third-party market data, and whether such assumptions were consistent with evidence obtained in other areas of the audit.acquisitions - valuation of intangible assets acquired critical audit matter description as described in note 3 to the consolidated financial statements, the company completed four acquisitions of gfg holdings inc., twin peaks buyer, llc, fazoli's holdings, llc and native grill & wings franchising, llc with an aggregate purchase price of approximately $912.4 million made up of cash and issuance of common stock and preferred stock. in connection with the acquisitions, the company recorded $439.7 million of trademarks, $94.0 million of franchise agreements, and $73.9 million of customer relationships. as disclosed, the company applied significant judgment in estimating the fair value of the intangible assets acquired, which involved the use of certain estimates and assumptions.we identified valuation of intangible assets acquired as a critical matter because it involved a high degree of judgment and subjectivity in auditing management's forecasted future revenue and operating margin, royalty rates, franchise attrition and the discount rate to be applied.how the critical audit matter was addressed in our audit the primary procedures we performed to address this critical audit matter included:•obtaining an understanding of the company's process for estimating the fair value of the intangible assets acquired;•obtaining and reviewing the purchase agreement for relevant terms and conditions;•evaluating the reasonableness of management's assumptions related to the forecasted sales, expenses and other significant inputs in the third-party valuation reports for the intangible assets acquired; and•utilizing a valuation specialist to assist in evaluating the valuation methodologies utilized by the company by comparing the methodologies to those utilized by other companies holding similar assets, comparing management's assumptions and inputs to information from external sources and available economic forecasts for reasonableness./s/ baker tilly us, llp we have served as the company’s auditor since 2019.

critical audit matters thecritical audit matters communicated below are matters arising from the current period audit of the financial statements that werecommunicated or required to be communicated to the board of directors and that: (1) relate to accounts or disclosures that arematerial to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. the communicationof critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not,by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accountsor disclosures to which they relate. revenue recognition – identifying and evaluating the timing of revenue recognition descriptionof the matter asdescribed in note 2 of the financial statements, the company’s revenue recognition policy is consistent with applicablerevenue recognition guidance and interpretations. since the company’s products are typically associated with a subscriptionbased service, revenue related to those products is deferred and recognized over the applicable service period. the principalconsiderations for our determination that performing procedures relating to revenue recognition, specifically the identificationand evaluation of the timing of revenue recognition, is a critical audit matter are that there was a significant amount of judgmentexercised by management in identifying and evaluating whether hardware sold has a standalone value and the period over which monitoringand hardware sales should be recognized. auditor judgement is involved in performing our audit procedures to evaluate whetherthe timing of revenue recognition on hardware and monitoring sales was appropriately stated. f-1 how we addressed the matter in our audit ouraudit procedures over determining the time period over which revenue is recognized involved, among others, review over management’sanalysis of estimated customer life, substantive testing of account balances through obtaining invoices, customer contracts andbill of ladings, in order to evaluate whether revenue was recognized in the appropriate period. other procedures performed includedthe evaluation of terms and conditions in contracts, obtaining an understanding of the technology behind the company’s hardware,and the determination of the appropriate amount and timing of revenue recognition based on the contractual terms, assessing therecognition term and evaluated the appropriateness of management’s application of their accounting policies, testing themathematical accuracy of management’s calculations of revenue and the associated timing of revenue recognized in the financialstatements. goingconcern – assessing the probability of the company’s ability to continue as a going concern descriptionof the matter asdescribed in note 1 of the financial statements, the company has adequate cash on hand in addition to cash generated from operations,which will provide sufficient liquidity to finance the operating activities of the company at its current level of operationsfor twelve months from the issuance of these financial statements. we determined the company’s ability to continue as agoing concern is a critical audit matter due to the estimation and execution uncertainty regarding the company’s futurecash flows and the risk of bias in management’s judgments and assumptions in estimating these cash flows. how we addressed the matter in our audit ouraudit procedures related to the company’s assertion on its ability to continue as a going concern included the following,among others; we reviewed the design and underlying factors relating to the preparation of forecasted information and considerationsof the company’s obligations; we tested the reasonableness of the forecasted revenue, operating expenses, and uses and sourcesof cash used in management’s assessment of whether the company has sufficient liquidity to fund operations for at leastone year from the financial statement issuance date. this testing included inquiries with management, comparison of prior periodforecasts to actual results, consideration of positive and negative evidence impacting management’s forecasts, the company’sfinancing arrangements in place as of the report date, market and industry factors. /s/ friedman llp we have served as the company’s auditor since 2010.

critical audit matters the critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. the communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.revenue recognition – estimation of standalone selling price of the talent material rights and the period of time over which to defer and recognize the consideration allocated to the material rights as described in notes 2 and 12 to the consolidated financial statements, the company charges talent a service fee as a percentage of talent billings primarily using a tiered service fee model based on cumulative lifetime billings by talent to each client. the company recorded total revenue of $502.8 million for the year ended december 31, 2021, of which $297.0 million related to revenue from talent. certain of the company’s contracts with talent contain multiple performance obligations in the event management determines a material right exists. specifically, the arrangements with talent subject to tiered service fees include contract renewal options that represent a material right. for such arrangements, management allocates revenue to each performance obligation based on its relative standalone selling price by applying the portfolio approach practical expedient. standalone selling prices for offerings subject to tiered service fees are estimated based on observable transactions when these services are sold on a standalone basis. standalone selling price for a material right is estimated by determining the discount that the talent would obtain when exercising the option, adjusted for the likelihood that the option will be exercised. management applies significant judgment in the application of the portfolio approach practical expedient, which includes estimating the standalone selling price of the material rights and the period of time over which to defer and recognize the consideration allocated to the material rights. specifically, management applied significant judgment in assessing the appropriateness of the model for the estimates, which includes assessing the appropriateness of the methodology and relevant data inputs to (i) estimate the standalone selling price of the material rights, which includes the standalone selling price of the services when sold separately and the likelihood of exercise of the material rights, and (ii) estimate the period of time over which to defer and recognize the consideration allocated to the material rights. management utilized historical client-talent transaction data in developing the estimates. the company recognizes revenue related to the material rights based on management’s estimate of when the material rights are exercised.the principal considerations for our determination that performing procedures relating to revenue recognition, specifically the estimation of standalone selling price of the talent material rights and the period of time over which to defer and recognize the consideration allocated to the material rights, is a critical audit matter are the significant judgment by management in assessing the appropriateness of the model, methodology and relevant data inputs to estimate the standalone selling price of the material rights, and the period of time over which to defer and recognize the consideration allocated to the material rights. this in turn led to significant auditor judgment, subjectivity and effort in performing procedures and evaluating audit evidence related to management’s determination of the standalone selling price of the services when sold separately, the likelihood of exercise of the material rights, and the period of time over which to defer and recognize the consideration allocated to the material rights.addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. these procedures included testing the effectiveness of controls relating to the revenue recognition process, including the assessment of the appropriateness of the model, methodology and relevant data inputs to estimate the material rights standalone selling price and the period of time over which to defer and recognize the consideration allocated to the material rights. these procedures also included, among others, (i) evaluating the appropriateness of management’s model used in developing the estimates, the reasonableness of the selected methodology and relevant data inputs used in determining the standalone selling price of the services when sold separately and the likelihood of exercise of the material rights, and the period of time over which to defer and recognize the consideration allocated to the material rights, (ii) 71testing the completeness and accuracy of data inputs, and (iii) testing the mathematical accuracy of the model’s calculations and the amounts recorded for the material rights in the consolidated financial statements. /s/ pricewaterhouse coopers llp san jose, california february 15, 2022we have served as the company’s auditor since 2016.

critical audit matters the critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. the communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. valuation of goodwill description of the matter the company assigns goodwill acquired in business combinations to its reporting units as of each acquisition date. at december 26, 2020, the company’s goodwill balance related to the consumer auto reporting unit was approximately $80 million. as discussed in note 2 of the consolidated financial statements, goodwill is tested for impairment at least annually at the reporting unit level. the consumer auto market has declined in recent years as competing technologies have emerged and market saturation has occurred. this has resulted in periods of lower revenues and profits for the company’s consumer auto reporting unit. considering these qualitative factors, management performed a quantitative impairment test of the consumer auto reporting unit in the fourth quarter of 2020. considering the uncertainty of future operating results and/or market conditions deteriorating faster or more drastically than the forecasts utilized in management’s estimation of fair value, the company disclosed some or all of the approximately $80 million of goodwill associated with the consumer auto reporting unit is at risk of future impairment. auditing management’s annual goodwill impairment test for the consumer auto reporting unit was complex and highly judgmental due to the significant estimation required in determining the fair value of the reporting unit. in particular, the fair value estimate was sensitive to significant assumptions such as the discount rate, projected future revenues, projected future operating margins, and terminal growth rates which are affected by expectations about future market or economic conditions. 48how we addressed the matter in our audit we obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the company’s consumer auto goodwill impairment review process. for example, we tested controls over management's review of the significant assumptions (e.g., discount rate, projected revenue growth rates, projected operating margins, terminal growth rates) used to develop the prospective financial information (pfi) for the quantitative analysis. we also tested management's controls to validate that the data used in the valuation was complete and accurate. to test the estimated fair value of the company’s consumer auto reporting unit, we performed audit procedures that included, among others, assessing the methodology and testing the significant assumptions discussed above and the underlying data used by the company in its analysis. we included valuation specialists on our team to review the company’s model, method, and the more sensitive assumptions such as the discount rate and terminal growth assumptions. we compared the significant assumptions used by management to current industry and economic trends, changes to the company’s business model, forecasts used in the company’s annual operating plans and other relevant factors. we assessed the historical accuracy of management’s forecast estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the consumer auto reporting unit that would result from changes in the assumptions. we reconciled the fair value of the reporting unit to its carrying value, testing the company’s determination of the assets and liabilities used within the reporting unit that are the basis for the carrying value. in addition, we tested management’s reconciliation of the fair value of the reporting units to the market capitalization of the company. measurement of reserve for unrecognized income tax benefits description of the matter the company accounts for uncertainty in income taxes in accordance with the fasb asc 740 topic, income taxes. the company operates in a multinational tax environment and is subject to tax laws, regulations and guidelines for intercompany transactions that have transfer pricing subjectivity. the company uses significant judgment to evaluate uncertain tax positions and determine whether the threshold for recognition has been met and to measure the largest amount of benefit that is more likely than not to be realized upon ultimate settlement. as discussed in note 6 to the consolidated financial statements, the company’s balance of gross unrecognized income tax benefits was $85 million at december 26, 2020, primarily related to transfer pricing positions. auditing management’s assessment and measurement of material tax positions is complex and involved especially subjective and complex judgements. the assessment process involves both significant judgment to evaluate each position against the recognition threshold and estimation because the pricing of the intercompany transactions is based on pricing analyses that may produce a number of different outcomes or ranges of outcomes (e.g., the price that would be charged in an arm’s-length transaction). each transfer pricing tax position carries unique facts and circumstances that must be evaluated, and ultimate resolution will be dependent on uncontrollable factors, such as the interpretation of laws and regulations; new case law; the willingness of the income tax authority to settle the issue, including the timing thereof; and other factors. 49 how we addressed the matter in our audit we obtained an understanding, evaluated the design and tested the operating effectiveness of controls that address the risks of material misstatement relating to the identification, assessment, measurement and valuation of uncertain tax positions related to transfer pricing from intercompany transactions. for example, we tested controls over management’s review of intercompany transfer pricing positions against the measurement criteria, review of inputs and calculations of these uncertain tax positions, which included management’s evaluation of the ranges of outcomes and pricing conclusions reached within the transfer pricing studies. our audit procedures included, among others, involving our tax professionals to test the company’s assessment and measurement of tax positions related to transfer pricing used in intercompany transactions to assess the appropriateness of the ranges of outcomes utilized and the pricing conclusions reached within the transfer pricing studies conducted by the company. for example, we compared the transfer pricing methodology utilized by management to alternative methodologies and industry benchmarks. we also verified our understanding of the relevant facts by reading the company’s correspondence with the relevant tax authorities and any third-party advice obtained by the company. in addition, we used our knowledge of international and local income tax laws, as well as historical settlement activity from income tax authorities, to evaluate the appropriateness of the company’s measurement of uncertain tax positions related to transfer pricing used in these intercompany transactions. /s/ ernst & young llp we have served as the company’s auditor since 1990.

critical audit matter the critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. the communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.f-1 license revenue recognition – refer to note 17 (oncology innovation platform) to the financial statements critical audit matter description the company out-licenses certain of its intellectual property (“ip”) and provides related consulting services to pharmaceutical companies in specific territories that allow the customer to use, develop, commercialize, or otherwise exploit the licensed ip. in accordance with accounting standards codification topic 606 (“asc 606”), the company determines each of its performance obligations under the agreements and allocates the transaction price to those obligations accordingly, including the determination as to whether variable consideration within the total transaction price meets the criteria for recognition. the company’s obligations may include delivering the license of ip (if the license is deemed to be distinct), performing continued research and development on the licensed ip, manufacturing the licensed product, or maintaining the legal protection for the licensed ip throughout the duration of the agreement, among other obligations. most of the company’s revenue from its out-licensing is recognized at a point-in-time when the performance obligation is satisfied.we identified license revenue recognition as a critical audit matter because of the judgments necessary for management to: identify performance obligations, determine variable consideration, allocate transaction price amongst the identified performance obligations, and determine the timing of recognition for such revenue. because of the complexity associated with applying the recognition criteria of asc 606, notably related to identification of performance obligations, determination of variable consideration, allocation of transaction price, and determination of timing of revenue recognition, this required extensive audit effort and a high degree of auditor judgment when performing audit procedures and evaluating the results of those procedures. how the critical audit matter was addressed in the audit our audit procedures related to the recognition of license revenue, included the following, among others: •we tested the effectiveness of controls over the identification of performance obligations, determination of variable consideration, allocation of transaction price, and determination of timing of license revenue recognition. •we evaluated the company’s revenue recognition for licenses through the inspection of license agreements and the evaluation of management’s revenue recognition analysis corresponding to license agreements to validate that such transactions are being recognized in a manner commensurate with the terms of the established contracts and the relevant accounting guidance. evaluating the reasonableness of management’s accounting conclusions involved: o evaluating the accuracy and completeness of performance obligations identified by management in license agreements. we analyzed the license agreements to determine if the arrangement terms that may have an impact on revenue recognition were identified and properly considered in the evaluation of the accounting for the contract. we also inquired of management and reviewed source documentation to assess whether the performance obligations identified by management are complete, and for those performance obligations identified, that they are both capable of being distinct and are distinct within the context of the contract. o determining the reasonableness of management’s determination of the amounts of variable consideration included within total transaction price. we analyzed the nature of performance obligations and the contingencies related to the variable consideration in assessing management’s methods in estimating the amount of variable consideration to be included in total transaction price. o testing the estimates by management in allocating total transaction price amongst the performance obligations identified in the license agreements. we evaluated the reasonableness of management’s methodology in allocating transaction price amongst the performance obligations and recalculated such allocations to determine that such were accurate. o assessing the appropriateness of the method of measurement of progress and timing of recognition for amounts in license agreements. we tested the appropriateness of management’s recognition method (point-in-time or over-time) for performance obligations by evaluating the manner in which the performance obligations are satisfied. f-2 revenue chargebacks – refer to note 17 (commercial platform) to the financial statements critical audit matter description the company has agreements with certain independent pharmaceutical wholesalers. these wholesalers then sell to an end-user (hospital, alternative healthcare facility, or independent pharmacy). in such case, sales are initially recorded at the price sold to the wholesaler. because these prices will be reduced for the end-user, the company records a contra asset in accounts receivable and a reduction to revenue at the time of the sale, using the difference between the list price and the estimated end-user contract price. upon the sale by the wholesaler to the end-user, the wholesaler will chargeback the difference between the original list price and price at which the product was sold to the end-user and such chargeback is offset against the initial estimated contra asset. the provision for chargebacks as of december 31, 2019 was $14.4 million, included as a reduction of accounts receivable.we identified the accrual for chargebacks at the balance sheet date as a critical audit matter because of the judgments necessary for management to estimate the accrual based on estimates of wholesaler inventory stocking levels and of differences between list price and price at which the product was sold to the end-user. given the volume of transactions subject to potential chargeback at the balance sheet date and the level of uncertainty involved in the estimation of the quantity and mix of products in wholesaler inventory, this matter required a high degree of auditor judgment when performing audit procedures and evaluating the results of those procedures. how the critical audit matter was addressed in the audit our audit procedures related to revenue chargebacks included the following, among others: •we tested the effectiveness of controls over the company’s chargeback estimation process, which included management’s control activities in reviewing the estimated wholesaler stock levels and anticipated chargeback claims outstanding. •we evaluated the reasonableness of the methodology and assumptions applied by management when developing their chargeback estimate. we tested the accuracy and completeness of amounts in the accrual computations, inquired of management, and reviewed source documentation – including wholesaler agreements and inventory schedules to assess that management’s methodology included relevant data and assumptions to arrive at a reasonable estimation process. •we evaluated whether the methodology and assumptions have been consistently applied, throughout the estimation process, during the course of the year and in a manner consistent with the estimation process in the prior years presented.we selected a sample of activity of the chargeback accrual at the balance sheet date and performed audit procedures on such sample. such procedures included: obtaining wholesaler agreements for the samples and recalculating the year-end accrual for the selected transactions; verifying quantities-on-hand with wholesalers for the sample transactions; and performing a retrospective review of payments received subsequent to the balance sheet date to evaluate reasonableness of the company’s estimate of the chargebacks contra asset at the year-end balance sheet date./s/ deloitte & touche llp williamsville, new york march 2, 2020 we have served as the company’s auditor since 2015.

critical audit matter the critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. the communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.uncertain tax positions — refer to notes 3 and 8 to the financial statements critical audit matter description as a multinational corporation, the company is subject to taxation in many jurisdictions, and the calculation of tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in various taxing jurisdictions. the company’s wholly owned subsidiary in mexico is currently under audit for the fiscal year 2013 and received certain proposed adjustments during fiscal year 2018 from the mexican taxing authorities. during june 2018, the company filed an administrative appeal challenging the 2013 tax assessment. the company is currently waiting for the resolution of the appeal to be issued. the company recognizes the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. the tax benefits recognized in the financial statements for such a position is measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. as of october 31, 2021, uncertain tax positions were $15.7 million. f-3given the determination of whether it is more likely than not that the tax positions challenged by mexican taxing authorities will be sustained on examination requires management to make significant judgments related to the application of tax laws and regulations, performing audit procedures to evaluate the company’s interpretation and compliance with tax laws involved a high degree of auditor judgment and an increased extent of effort, including the need to involve our income tax specialists. how the critical audit matter was addressed in the audit our audit procedures related to the determination of whether it is more likely than not that the company’s uncertain tax positions challenged by mexican taxing authorities will be realized included the following, among others: •we tested the effectiveness of the control over the evaluation of uncertain tax positions as it relates to the period subject to audit by the mexican taxing authorities, along with the review of related disclosures.•we obtained the evaluation from the company’s tax advisors related to understanding the advisor’s current assessment of whether it is more likely than not that the company’s uncertain tax positions challenged by the mexican taxing authorities will be sustained on examination. •we obtained communications between the company and the mexican taxing authorities to evaluate management’s assertions regarding the status of the tax assessment. •with the assistance of our tax specialists, we evaluated whether management properly applied the relevant tax laws and regulations in their determination of whether it is more likely than not that the uncertain tax positions challenged by the mexican taxing authorities will be sustained on examination. /s/ deloitte & touche llp los angeles, california december 22, 2021we have served as the company's auditor since 2019.

critical audit matters the critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. the communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.acquisition of shooter detection systems - valuation of acquired developed technology intangible asset as described in notes 2 and 7 to the consolidated financial statements, the company acquired shooter detection systems (“sds”) for total consideration of $26.5 million on december 14, 2020, which resulted in $16.4 million of intangible assets being recorded. intangible assets recorded by the company in connection with the sds acquisition primarily included developed technology of $13.5 million. management valued the developed technology by applying the multi-period excess earnings method. this valuation requires management to apply significant judgment in estimating the fair value of intangible assets acquired, which involves the use of significant estimates and assumptions. significant assumptions in valuing these acquired developed technology intangible assets include estimates about future expected cash flows from the developed technology, the obsolescence factor, and the discount rate.the principal considerations for our determination that performing procedures relating to the valuation of the acquired developed technology intangible asset recorded in the acquisition of sds is a critical audit matter are the significant judgment by management in estimating the fair value of the acquired developed technology intangible asset. this in turn led to significant auditor judgment, subjectivity, and effort in performing procedures and evaluating the significant assumptions relating to management’s estimate, such as future expected cash flows from the developed technology, the obsolescence factor, and the discount rate. in addition, the audit effort involved the use of professionals with specialized skill and knowledge.addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. these procedures included testing the effectiveness of controls relating to the acquisition accounting, including controls over management’s valuation of the acquired developed technology intangible asset and controls over development of the future expected cash flows from the developed technology, the obsolescence factor, and the discount rate assumptions utilized in the valuation of the acquired developed technology intangible asset. these procedures also included, among others (i) reading the purchase agreement and (ii) testing management’s process for estimating the fair value of the acquired developed technology intangible asset. testing management’s process included evaluating the appropriateness of the valuation method, testing the completeness and accuracy of data provided by management used in the valuation, and evaluating the reasonableness of significant assumptions related to the future expected cash flows from the developed technology, the obsolescence factor, and the discount rate. evaluating the reasonableness of the future expected cash flows from the developed technology involved considering the past performance of the acquired business, as well as economic and industry forecasts. professionals with specialized skill and knowledge were used to assist in evaluating the appropriateness of management’s valuation method and the obsolescence factor and discount rate assumptions./s/ pricewaterhouse coopers llp mclean, virginia february 25, 2021we have served as the company’s auditor since 2009.

critical audit matters the critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. the communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. acquisition of bofa international ltd (bofa) - valuation of customer relationships intangible asset as described in note 2 to the consolidated financial statements, the company acquired 88% of the shares of bofa for net consideration of $96.0 million on october 18, 2018, which resulted in the recording of a $39.8 million customer relationships intangible asset. management estimates the fair value of acquired customer relationships using the multi-period excess earnings method. the value is estimated as the present value of the benefits anticipated from ownership of the asset, in excess of returns required on the investment in contributory assets which are necessary to realize those benefits. assumptions used in these calculations include same-customer revenue growth rates, estimated earnings and customer attrition rates. the principal considerations for our determination that performing procedures relating to the valuation of the customer relationships intangible asset as a result of the acquisition of bofa is a critical audit matter are (i) there was a high degree of auditor judgment and subjectivity in applying procedures relating to the fair value measurement of the acquired customer relationships intangible asset due to the significant amount of judgment by management when developing the estimate; (ii) significant audit effort was necessary to perform procedures and evaluate audit evidence related to the customer attrition rate assumption; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge to assist in evaluating the audit evidence obtained from these procedures. addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. these procedures included testing the effectiveness of controls relating to the acquisition accounting, including controls over management’s valuation of the acquired customer relationships intangible asset and controls over development of the significant assumption, the customer attrition rate. these procedures also included, among others, reading the purchase agreement and testing management’s process for estimating the fair value of the acquired customer relationships intangible asset. testing management’s process included evaluating the appropriateness of the valuation method, testing the completeness, accuracy, and relevance of underlying data used in the model, and evaluating the reasonableness of the significant assumption, the customer attrition rate. evaluating the reasonableness of the customer attrition rate involved considering the current and past performance of the acquired business. professionals with specialized skill and knowledge were used to assist in the evaluation of the company’s model and significant assumption, the customer attrition rate.goodwill impairment assessment - reporting unit within the industrial products segment as described in note 5 to the consolidated financial statements, the company’s consolidated goodwill balance and goodwill balance for the industrial products segment was $303.1 million and $218.6 million, respectively, as of july 31, 2019. management conducts a goodwill impairment test during the third quarter of each fiscal year. for reporting units evaluated using a quantitative assessment, the fair values are determined using an income approach, a market approach or a weighting of the two. the income approach determines fair value based on discounted cash flow models derived from the reporting units’ long-term forecasts. the market approach determines fair value based on earnings multiples derived from prices investors paid for the stocks of comparable, publicly traded companies. an impairment loss would be recognized when the carrying amount of a reporting unit’s net assets exceeds the estimated fair value of the reporting unit. estimates and assumptions are utilized in the valuations, including discounted projected cash flows, terminal value growth rates, revenue growth rates, discount rates, and the determination of comparable, publicly traded companies.the principal considerations for our determination that performing procedures relating to the goodwill impairment assessment of one reporting unit within the industrial products segment is a critical audit matter are (i) there was a high degree of auditor judgment and subjectivity in applying procedures relating to the goodwill impairment assessment due to the significant amount of judgment by management when developing the fair value measurement of the reporting unit; (ii) significant audit effort was necessary to perform procedures and evaluate audit evidence related to the revenue growth rates and discount rate assumptions; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge to assist in evaluating the audit evidence obtained from these procedures. 26addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. these procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessment, including controls over the valuation of the company’s reporting units and controls over development of the significant assumptions including the revenue growth rates and discount rate. these procedures also included, among others, testing management’s process for developing the fair value estimate; evaluating the appropriateness of the valuation models used in management’s estimate; testing the completeness, accuracy, and relevance of underlying data used in the models; and evaluating the reasonableness of significant assumptions used by management, including the revenue growth rates and discount rate. evaluating management’s assumptions related to the revenue growth rates involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the reporting unit, (ii) the consistency with external market and industry data, and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit. the discount rate was evaluated by considering the cost of capital of comparable businesses and other industry factors. professionals with specialized skill and knowledge were used to assist in the evaluation of the company’s models and certain significant assumptions, including the discount rate./s/ pricewaterhouse coopers llp minneapolis, minnesota september 27, 2019 we have served as the company’s auditor since 2002.

critical audit matter the critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. the communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.allowance for credit losses - refer to notes a and e to the financial statements critical audit matter description estimates of expected credit losses under the current expected credit loss (“cecl”) methodology required under financial accounting standards board (fasb) accounting standards codification no. 326, financial instruments - credit losses (asc 326) are based on relevant information about current conditions, past events, and reasonable and supportable forward-looking forecasts regarding collectability of the reported amounts. in order to estimate the expected credit losses for loans and unfunded loan commitments, the company used either a cohort or weighted average remaining maturities (“warm”) methodology to determine the historical loss rate, by loan portfolio class, then considered whether qualitative adjustments to those historical loss rates were warranted. as of september 30, 2021, the allowance for credit losses (“acl”) was $171,300,000.significant management judgments are required in determining whether, and to what extent, qualitative adjustments for each portfolio loan class are required. these adjustments are made after considering the conditions over the period from which historical loss 62experience was based and are split into two components: 1) asset or class specific risk characteristics or current conditions at the reporting date related to portfolio credit quality, remaining payments, volume and nature, credit culture and management, business environment or other management factors, not captured in the historical loss rates and 2) reasonable and supportable forecasts of future economic conditions and collateral values.given the significance of the acl, reliance on historical loss rates and the management judgments required for quantitative and qualitative evaluation of past events, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amounts, performing audit procedures to evaluate the acl requires a high degree of auditor judgment and increased extent of effort, including the need to involve our credit specialists.how the critical audit matter was addressed in the audit our audit procedures related to the acl, included the following, among others:•we tested the effectiveness of management’s controls over (1) key assumptions and judgments, (2) the cecl estimation model for loan portfolios, (3) the qualitative adjustments determined by management including the reasonable and supportable forecast adjustment selected by management, (4) and disclosures.•we evaluated the appropriateness of the company’s accounting policies, assumptions, and elections involved in the application of the cecl methodology.•we tested the underlying data and mathematical accuracy of the cohort and warm methodologies used to determine the loan portfolio class historical loss rates. •we evaluated the reasonableness and conceptual soundness of the methodologies, as applied in the cecl estimation models, including key assumptions and judgments in estimating expected credit losses.•we evaluated the accuracy and completeness of the company’s disclosures in accordance with asc 326.•specific to the qualitative adjustments made to the historical loss rates:- we assessed the appropriateness of the framework for the qualitative adjustments.- we performed analysis to evaluate the relevance of each of the reasonable and supportable forecast assumptions to historic losses.- we evaluated management’s reasonable and supportable forecast of economic variables by comparing forecasts to relevant external market data.- we assessed management’s determination whether, and to what extent, a qualitative adjustment was warranted to certain loan portfolio classes to account for specific risk characteristics or current conditions that differ from the period over which the historical loss rate was determined. seattle, washington november 19, 2021we have served as the company’s auditor since at least 1982;

critical audit matters the critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. the communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.goodwill impairment assessment as described in note 8 to the consolidated financial statements, goodwill is tested for impairment at a level of reporting referred to as a reporting unit. a reporting unit is an operating segment or one level below an operating segment for which discrete financial information is available and regularly reviewed by segment management. management tests goodwill to determine whether an impairment has occurred at least annually (as of june 30) and on an interim basis if it is more likely than not that a reporting unit’s fair value is less than its carrying value. during the first quarter of 2020, the partnership’s market capitalization declined significantly driven by macroeconomic and geopolitical conditions that occurred in 2020, including the collapse of oil prices driven by both the decrease in demand caused by the covid-19 pandemic and excess supply, as well as changing market conditions and expected lower crude oil production in certain regions, that resulted in expected decreases in future cash flows for certain assets, which was a triggering event that required management to perform a quantitative impairment test as of march 31, 2020. as a result of this quantitative impairment test as of march 31, 2020, the partnership recorded an impairment loss of $2,515 million and the consolidated goodwill balance was $0 as of december 31, 2020. in the quantitative test, management compares the fair value of the reporting unit with the respective book values, including goodwill, by using an income approach based on a discounted cash flow model. this approach requires management to make long-term forecasts of future revenues, expenses and other expenditures. those forecasts require the use of various assumptions and estimates, the most significant of which are net revenues (total revenues less purchases and related costs), operating expenses, general and administrative expenses and the weighted average cost of capital.the principal considerations for our determination that performing procedures relating to the goodwill impairment assessment of the partnership’s reporting units is a critical audit matter are (i) the significant judgment by management when developing the fair value measurement of the reporting units; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions relating to the weighted average cost of capital; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge. addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. these procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessment, including controls over the valuation of reporting units. these procedures also included among others (i) testing management’s process for developing the fair value estimates; (ii) evaluating the appropriateness of the discounted cash flow models; (iii) testing the completeness and accuracy of underlying data used in the models; and (iv) evaluating the reasonableness of the weighted average cost of capital assumptions used by management. professionals with specialized skill and knowledge were used to assist in evaluating the appropriateness of the discounted cash flow models and evaluating the reasonableness of the weighted average cost of capital assumption.f-4table of contents index to financial statements impairment assessment of certain pipeline assets in the transportation segment as described in note 6 to the consolidated financial statements, the partnership’s consolidated net property, plant and equipment balance was $14,620 million as of december 31, 2020. management periodically evaluates property and equipment and other long-lived assets for impairment when events or circumstances indicate that the carrying value of these assets may not be recoverable. the carrying value of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. if the carrying value exceeds the sum of the undiscounted cash flows, an impairment loss equal to the amount by which the carrying value exceeds the fair value of the asset is recognized. the subjective assumptions used to determine the existence of an impairment in carrying value include whether there is an indication of impairment, the grouping of assets, the intention of “holding”, “abandoning” or “selling” an asset, the forecast of undiscounted expected future cash flow over the asset’s estimated useful life and, if an impairment exists, the fair value of the asset or asset group. during the year ended december 31, 2020, the macroeconomic and geopolitical conditions, including the collapse of oil prices driven by both the decrease in demand caused by the covid-19 pandemic and excess supply, as well as changing market conditions and expected lower crude oil production in certain regions, resulted in expected decreases in future cash flows for certain assets, which was a triggering event that required management to assess the recoverability of the partnership’s carrying value of such long-lived assets. as a result, management recognized approximately $541 million of non-cash impairment losses of which approximately $415 million was associated with certain pipeline assets in the transportation segment located in the central region. the evaluation is highly dependent on management’s key assumptions relating to the cash flows, including (i) future commodity volumes, (ii) tariff rates, (iii) future commodity prices, and (iv) estimated fixed and variable costs. the principal considerations for our determination that performing procedures relating to the impairment assessment of certain pipeline assets included in the transportation segment is a critical audit matter are (i) the significant judgment by management when developing the fair value measurement of these assets due to the forecasted cash flows; (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management’s significant assumption related to future commodity volumes; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge. addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. these procedures included testing the effectiveness of controls relating to the impairment assessment of pipeline assets, including controls over management’s process to estimate fair value associated with certain pipeline assets included in the transportation segment located in the central region. these procedures also included, among others (i) testing management’s process for developing the fair value of certain pipeline assets in the transportation segment located in the central region; (ii) evaluating the appropriateness of the discounted cash flow models; (iii) testing the completeness and accuracy of underlying data used in the models; and (iv) evaluating the reasonableness of significant assumptions used by management related to future commodity volumes. evaluating management’s assumptions related to future commodity volumes involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the asset groups; (ii) the consistency with external market and industry data; and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit. professionals with specialized skill and knowledge were used to assist in evaluating the appropriateness of the discounted cash flow models. /s/ pricewaterhouse coopers llp houston, texas february 26, 2021we have served as the partnership’s auditor since 2013.

critical audit matter the critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. the communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.real estate impairment —refer to notes 2, 3 and 9 to the financial statements critical audit matter description the company’s real estate assets are individually evaluated for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. the company’s evaluation of the recoverability of real estate assets involves the comparison of the projected undiscounted future cash flows expected to be generated by each real estate asset over the company’s estimated holding period to the respective carrying amount. the company’s undiscounted future cash flow analyses require management to make significant estimates, including estimated terminal values determined using appropriate capitalization rates. total real estate assets as of december 31, 2021 had a net book value of $2.4 billion.given that the company’s estimated capitalization rates used in the evaluation of impairment of real estate assets is a significant assumption made by management, performing audit procedures to evaluate the reasonableness of management’s undiscounted future cash flow analyses required a high degree of auditor judgment and an increased level of effort, including the need to involve our fair value specialists.how the critical audit matter was addressed in the audit our audit procedures related to the company’s estimated capitalization rates used in the evaluation of impairment of real estate assets included the following, among others: •we tested the effectiveness of the company’s internal controls over management’s evaluation of the recoverability of real estate, including internal controls over management’s determination of the reasonableness of the applicable capitalization rates.38•inquired with management regarding the appropriateness of the capitalization rates, including considerations related to the impact of covid-19 and evaluating the consistency of the capitalization rates used with evidence obtained in other areas of our audit.•with the assistance of our fair value specialists, we evaluated the reasonableness of the company’s estimated capitalization rates by:◦testing the source information underlying the determination of the capitalization rates by evaluating the reasonableness of the capitalization rates used by management with independent market data, focusing on key factors, including the impact of the covid-19 pandemic, geographical location, tenant composition, and property type. ◦developing a range of independent estimates of capitalization rates and comparing those to the capitalization rates selected by management./s/ deloitte & touche llp new york, new york february 16, 2022we have served as the company’s auditor since 2014.

critical audit matters the critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. the communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.revenue – refer to note 2 and 6 to the consolidated financial statements critical audit matter description the company’s revenue generated from its cardlytics platform consists of transaction-based fees made up of a significant volume of low-dollar transactions, sourced from multiple databases. the processing and recording of revenue is highly automated and is based on contractual terms with marketers, f is, and other parties. because of the nature of the company’s transaction-based fees, the company uses automated systems to process and record its revenue transactions.we identified revenue as a critical audit matter because the company’s systems to process and record revenue are highly automated. this required an increased extent of effort, including the need for us to involve professionals with expertise in information technology (it), to identify, test, and evaluate the company’s systems, software applications, and automated controls.how the critical audit matter was addressed in the audit our audit procedures related to the company’s systems to process revenue transactions included the following, among others:•with the assistance of our it specialists, we:•identified the relevant systems used to process revenue transactions and tested the general it controls over each of these systems, including testing of user access controls, change management controls, and it operations controls.67table of contents•performed testing of initial system set-up and monitoring controls, system interface controls, automated controls, and data monitoring controls within the relevant revenue streams, as well as the controls designed to ensure the accuracy and completeness of revenue.•we tested internal controls within the relevant revenue business processes, including those in place to reconcile the information from various systems to the company’s general ledger.•for a sample of revenue transactions, we performed detail transaction testing by agreeing the amounts recognized to source documents and testing the mathematical accuracy of the recorded revenue.business combinations – refer to notes 2, 4, and 13 to the consolidated financial statements critical audit matter description as disclosed in note 4 to the consolidated financial statements, the company completed the acquisition of bridg inc. ("bridg") during 2021 for a transaction price of $578.9 million. this transaction was accounted for as a business combination. auditing the company's accounting for the acquisition of bridg was complex due to the estimation utilized in the company's determination of the fair value of the contingent consideration initially valued at $230.9 million on the date of acquisition. the significant estimation was primarily due to the complexity of the valuation model used by management to measure the fair value of the contingent consideration and the sensitivity of the fair value to the significant underlying assumptions. in order to determine the fair value of the contingent consideration, the company simulated forecasted annual recurring revenue ("arr") using a revenue volatility assumption from comparable market data. the company then determined the appropriate discount rate for the assumed cash component and used a monte carlo simulation for the assumed stock component. the assumptions used in preparing this model include estimates such as revenue volatility, revenue discount rate, weighted average cost of capital, and the company’s common stock volatility. the assumptions utilized in the model are forward looking and could be affected by future economic and market conditions. as contingent consideration is recorded as a liability it is remeasured using a fair value methodology consistent with the one described above and it will continue to be remeasured until the dates of settlement (upon the first anniversary payment and second anniversary payment dates.) we identified contingent consideration as a critical audit matter because of the judgement surrounding projected arr and the complexity of the valuation model used to value the contingent consideration as well as the material weakness identified. this required a high degree of auditor judgment and an increased extent of effort, including the need for us to involve professionals with valuation expertise.how the critical audit matter was addressed in the audit our audit procedures related to the bridg contingent consideration, specifically the projected arr and valuation model, included the following, among others: •we tested the projected revenues used in the model by comparing them to historical results, third party industry projections, and the company’s internal contracted backlog.•we evaluated management’s ability to accurately forecast revenues by comparing actual results to management’s historical forecasts of revenue.•with the assistance of our valuation specialists, we evaluated the valuation methodology and independently recalculated the estimated fair value of the contingent consideration to compare to the company's recorded amount./s/ deloitte & touche llp atlanta, georgia march 1, 2022we have served as the company’s auditor since 2012.

critical audit matters the critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. the communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.goodwill impairment assessment - reporting unit which comprises the surgical solutions reportable segment as described in notes 1 and 4 to the consolidated financial statements, the company’s consolidated goodwill balance as of september 30, 2020 was $1,836 million. the goodwill associated with the surgical solutions reportable segment as of september 30, 2020 was $222 million. as disclosed by management, an impairment assessment is performed on goodwill annually in the third fiscal quarter, or whenever events or changes in circumstances indicate that the fair value of a reporting unit may be below its carrying value. to determine the estimated fair values of the company’s reporting units, management considers both the market and income approach, which require management to develop assumptions and estimates including the determination of guideline companies and market multiples, projected sales, projected gross margins, and discount rates.the principal considerations for our determination that performing procedures relating to the goodwill impairment assessment of the reporting unit which comprises the surgical solutions reportable segment is a critical audit matter are the significant judgment by management when developing the fair value measurement of the reporting unit; this in turn led to a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management’s significant assumptions related to the determination of guideline companies and market multiples, projected sales, projected gross margins, and the discount rate. in addition, the audit effort involved the use of professionals with specialized skill and knowledge.addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. these procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessment, including controls over the valuation of the company’s reporting unit and controls over the development of the assumptions related to the guideline companies and market multiples, projected sales, projected gross margins, and the discount rate. these procedures also included, among others, testing management’s process for developing the fair value estimate; evaluating the appropriateness of both the market and income approach; testing the completeness, accuracy, and relevance of underlying data used; and evaluating the significant assumptions used by management related to the determination of guideline companies and market multiples, projected sales, projected gross margins, and the discount rate. evaluating management’s assumptions related to projected sales and projected gross margins involved evaluating whether the assumptions utilized were reasonable considering (i) the current and past performance of the business, (ii) the consistency with external market and industry data, and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit. professionals with specialized skill and knowledge were used to assist in evaluating the company’s market and income approaches, the determination of guideline companies and market multiples, and the discount rate./s/ pricewaterhouse coopers llp chicago, illinois november 13, 2020we have served as the company’s auditor since 1985.

critical audit matters the critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. the communication of the critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.variable consideration in contracts with customers description of the matter as discussed in note 2 of the consolidated financial statements, the transaction price for product sales is typically adjusted for variable consideration, which includes rebates paid to government agencies, specifically medicaid. the company estimates these reserves based upon a range of possible outcomes that are probability-weighted for the estimated payor mix.auditing the company's estimate of variable consideration for amounts to be paid to government agencies was complex and judgmental due to uncertainty about the ultimate third-party payor at the time of shipment to the specialty pharmacies and the amounts of rebates to be paid to those government agencies. the transaction price is sensitive to assumptions used in the rebate calculations.how we addressed the matter in our audit we identified, evaluated and tested controls over management’s review of the calculated reductions to gross product prices related to government agencies including management’s review of the significant assumptions and the data utilized in its calculations. to test the revenue adjustments related to government agencies our audit procedures included, among others, using internal specialists to assist with recalculating government rebates. we also tested the underlying data and inputs used by the company in its determination of the estimated payor mix. we compared the inputs used by management to historical trends, evaluated the change in the estimated rebates amounts recorded throughout the year and assessed the historical accuracy of management’s estimates against actual results.80 table of contents valuation of intangible assets acquired in a business combination description of the matter as discussed in note 2 and 15 of the consolidated financial statements, the company acquired all of the equity interests of motus and algaene x, each a privately held, preclinical stage company. in connection with the acquisition the company recognized $29.6 million of in-process research and development intangible assets.auditing the company's accounting for its acquisition was especially complex due to the significant estimation and judgment required by management in determining the fair value of in-process research and development intangible assets acquired. the significant estimation was primarily due to the judgmental nature of the inputs to the valuation models used to measure the fair value of the in-process research and development intangible assets. the company used the multi-period excess earnings method of the income approach to measure the fair value of the in-process research and development intangible assets acquired. the significant assumptions used to estimate the fair value of the in-process research and development intangible assets acquired included the estimated probability of regulatory success rates, expected pricing, relevant market size and share and discount rate. given the preclinical nature of the assets acquired, these significant assumptions are forward-looking and could be affected by future economic and market conditions.how we addressed the matter in our audit we identified, evaluated and tested controls over management’s review related to the company’s accounting for acquisitions. our testing of controls included controls over the valuation of the intangible assets acquired including the valuation model used and the underlying assumptions used to develop such estimates, and controls over the completeness and accuracy of the data used to develop the estimates.to test the estimated fair value of the intangible assets, we performed audit procedures that included, among others, evaluating the company's use of the income approach (the multi-period excess earnings method), testing the significant assumptions used in the model, including the discount rate, estimated probability of regulatory success rates, expected pricing, relevant market size and share, and assessing the completeness and accuracy of the underlying data. we compared the significant assumptions to current industry, and market data, to the assumptions used to value similar assets in other acquisitions and to other guideline companies within the same industry. we involved our valuation professionals to assist with our evaluation of the methodology used by the company and significant assumptions included in the fair value estimates./s/ ernst & young llp we have served as the company’s auditor since at least 1999,

critical audit matters the critical audit matters communicated beloware matters arising from the current period audit of the financial statements that were communicated or required to be communicated tothe audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved ourespecially challenging, subjective, or complex judgments. the communication of critical audit matters does not alter in any way our opinionon the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinionson the critical audit matters or on the accounts or disclosures to which they relate. f-2 accounting for investments in variable interestentities description of the matter as discussed in the consolidatedfinancial statement, the company holds interests in an entities that meet the characteristics of a variable interest entity (“vie”).the company determines whether it is the primary beneficiary of a vie at the time it becomes involved witha vie, which requires consolidation based upon the following criteria: a)the power to direct the activities of the entity that most significantly impact its economic success,b)the obligation to absorb the economic losses of the entity, orc)the right to receive the expected residual returns of the entity; ord)the voting rights of some investors in the entity are not proportions to their economic interests andthe activities of the entity involve or are conducted on behalf of an investor with a disproportionately small voting interest. we identifiedthe accounting for investment in the variable interest entities to be a critical audit matter. evaluating the company’s judgmentsin determining whether an entity is a vie and the primary beneficiary of the vie required a high degree of complex auditor judgment. how we addressed the matter in our audit our auditprocedures related to accounting for investment in variable interest entity to address this critical audit matter included the following: ·we gained an understanding of the company’s process to identify and account for a vie.·we obtained and read the agreements in which the company evaluated and compared the terms of the agreementsto the company’s assessment.·we reviewed the company’s vie analysis to determine if the vie met the criteria for consolidationin accordance with accounting standards codification (“asc”) 810, consolidations.·we evaluated the factors considered to determine whether the company omitted any significant potentialvariable interests in their analysis. equity investment in unconsolidated entity as discussed in note 3 and 13 to the consolidatedfinancial statements, the company’s investment in avalanche international corp. (avlp) is accounted for under the equity methodof accounting. avlp is a related party controlled by philou ventures, llc, which is an entity affiliated with the company through milton c. ault, iii who is the company’s executive chairman of the board. the company’s investments in avlp include convertible promissorynotes of $21.4 million and other assets of $0.6 million. the company also has entered into an agreement with avlp to provide contractmanufacturing services relating the production of this machinery. management exercised significant judgment in determiningthe carrying amounts of the avlp by evaluating projected operating results and credit risk. the company exercised these judgments withinthe context of avlp being a related party that is both a debtor to the company and customer with a trade relationship. management evaluatedprojected revenue and expenses to evaluate collectability of its investment. the company determines whether the equity methodof accounting is required based on the following criteria: a)the control the investor has over the investeeb)the election of fair value options for the investmentc)the assessment of whether the investment is common stock or in substance common stockd)the significant influence the investor has we identifiedthe accounting for avlp investments to be a critical audit matter. evaluating the company’s judgments in determining whether anentity should be accounting for under the equity method in addition to assessing the recoverability of those investments requires a highdegree of judgment. f-3 how we addressed the matter in our audit our auditprocedures related to accounting for the equity investment in unconsolidated entity to address this critical audit matter included thefollowing: ·we gained an understanding of the company’s process to identify and account for equity investments.·we obtained and read the agreements in which the company evaluated and compared the terms of the agreementsto the company’s assessment.·we reviewed the company’s equity method analysis to determine if the investment met the criteriafor equity method accounting.·we evaluated the factors considered to determine whether the company omitted any other significant investmentsin their analysis.·testing the mathematical accuracy of the discounted cash flow analysis,·assessing the reasonableness of the revenue and expense assumptions and their consistency with other auditevidence /s/ marcum llp marcum llp we have served as the company’s auditor since 2016.

critical audit matter the critical audit matter communicated below isa matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicatedto the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and(2) involved our especially challenging, subjective or complex judgments. the communication of critical audit matters does not alterin any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical auditmatter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates. net revenue - reserves for promotional allowances critical audit matter description as described in note 1 to the consolidated financialstatements, contracts with customers often include some form of variable consideration in the form of discounts, trade allowances, consumerincentives, coupons, volume-based incentives, cooperative advertising, product returns and other such programs. promotional allowancesare treated as a reduction in revenue when the related revenue is recognized, and are recorded at the net estimated to be received, withupdates to estimates and related accruals of promotional allowances occurring each period based on historical experience and changesin circumstances. we identified the estimation of reserves for promotionalallowances by management as a critical audit matter because the inputs and assumptions utilized by management in estimating these reserves,including consistency of historical data and contract pricing, require significant judgment and create a high degree of estimation uncertainty.consequently, auditing these assumptions requires subjective auditor judgment. how we addressed the matter in our audit the primaryprocedures we performed to address this critical audit matter included: ●obtaining an understanding of management’s processes and controls over calculating the reserves for promotional allowances, including understanding relevant significant inputs and assumptions. ●performing substantive analytical procedures surrounding the reserves for promotional allowances by performing and independent calculation of the allowance by using historical data and assumptions. ●evaluating the reasonableness of key inputs and assumptions relevant to the reserve for promotional allowances, including contractual pricing and rebate arrangements with customers and historical allowance data, which were compared to source documents, and performed sensitivity analysis over key inputs and significant assumptions. ●testing the accuracy, completeness, validity of the underlying data used in schedules calculating the reserve for promotional allowances. ●we considered transactions submitted by customers subsequent to year end up to the date of our auditor’s opinion. we have served as the company’s auditorsince 2009.

critical audit matter the critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. the communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.goodwill - fss us reporting unit - refer to note 4 to the financial statements critical audit matter description the company’s evaluation of goodwill for impairment involves the comparison of the estimated fair value of each reporting unit to its carrying amount annually in the fourth quarter of each year as of the end of the fiscal month of august or more frequently if a change in circumstances or the occurrence of events indicates that potential impairment exists. during the fourth quarter, the company performed a quantitative test to determine the fair value of each reporting unit using discounted cash flow calculations, which required management to make assumptions and estimates that are subject to risk and uncertainty related to future growth rates, margin projections, and the discount rate. changes in these assumptions or estimates may impact the impairment analysis and could reduce the underlying cash flows used to estimate fair values and result in an impairment charge. the fair value of the fss united states (fss us) reporting unit exceeded its carrying amount, and therefore, the company determined that its goodwill was not impaired. we identified the valuation of goodwill for the fss us reporting unit as a critical audit matter because of the significant judgments made by management to estimate its fair value. auditing the discounted cash flow calculations for this reporting unit involved a high degree of auditor judgment and an increased effort, which included the involvement of our fair value s-2table of contentsspecialists, as it related to evaluating management’s assumptions and estimates related to future growth rates, margin projections, and the discount rate.how the critical audit matter was addressed in the audit our audit procedures related to the assumptions and estimates of future growth rates, margin projections, and the discount rate used by management to estimate the fair value of the fss us reporting unit included the following, among others:•we tested the effectiveness of internal controls over management’s goodwill impairment evaluation, including those over the determination of the fair value of the fss us reporting unit, including controls related to management’s assumptions and estimates of future growth rates, margin projections, and the discount rate.•we evaluated management’s ability to accurately forecast future fss us reporting unit growth rates and margin projections by comparing actual results to management’s historical forecasts.•we evaluated the reasonableness of management’s fss us reporting unit growth rates and margin projections by comparing the forecasts to:◦historical results.◦internal communications to management and the board of directors.◦forecasted information included in analyst and industry reports for the company and certain of its peer companies.•with the assistance of our fair value specialists, we evaluated (1) the valuation methodology used and (2) the projections of future growth rates and the discount rate by testing the underlying source information, and by developing a range of independent estimates and comparing those to the rate selected by management./s/ deloitte & touche llp philadelphia, pa november 23, 2021we have served as the company's auditor since 2021.

critical audit matter the critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. the communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.collectability of operating lease receivables — refer to note 2 to the financial statements critical audit matter description accounts receivable are primarily comprised of rental and reimbursement billings due from tenants, and straight-line rent receivables representing the cumulative amount of future adjustments necessary to present rental income on a straight-line basis. individual leases are assessed for collectability and upon the determination that the collection of f-1table of contentsrents is not probable, accrued rent and accounts receivable are charged off, and the charge off is reflected as an adjustment to rental revenue. revenue from leases where collection is not probable is recorded on a cash basis until collectability is determined to be probable. the company also assessed whether operating lease receivables, at the portfolio level, are appropriately valued based upon an analysis of balances outstanding, effects of tenant bankruptcies, historical levels of bad debt and current economic trends. for the year-ended december 31, 2021, the company reduced rental revenue by $0.8 million due to lease-related reserves and charge offs. we identified the company’s evaluation of collectability of lease receivables as a critical audit matter because of the significant assumptions management makes when determining whether the collection of operating lease receivables is probable. management’s evaluation is based on the best information available to the company at the time of preparing the financial statements and takes into consideration the types of business conducted by tenants and current discussions with the tenants, as well as recent rent collection experience. auditing management’s assessment of collectability of lease receivables required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the reasonableness of management’s analysis and assessment of collectability.how the critical audit matter was addressed in the audit our audit procedures related to the collectability of operating lease receivables included the following, among others:•we tested the effectiveness of controls over management’s evaluation of tenant-level considerations that may indicate that the collection of operating lease receivables is not probable including management’s review of its accounts receivable aging schedule.•we obtained management’s analysis of the collectability of tenant accounts receivables and performed the following procedures, among others:◦tested the completeness and accuracy of the accounts receivable aging schedule as of december 31, 2021, by obtaining tenant agreements, monthly charge statements, and evidence of cash collections subsequent to year end; and◦for a selected sample of tenants with outstanding receivables as of december 31, 2021, evaluated the reasonableness of management’s assumptions regarding collection probability by inspecting tenant correspondence, historical payment patterns and subsequent cash collections, evidence of lease modification negotiations, including rent deferrals or abatements, evidence of tenant bankruptcy or liquidity constraints, and performing corroborating inquiries of management, including the collections department. /s/ deloitte & touche llp mclean, virginia february 24, 2022 we have served as the company's auditor since 2018.

critical audit matters the critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. the communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. revenue recognition - identification and satisfaction of performance obligations as described in notes 1 and 2 to the consolidated financial statements, the company derives revenue from the sale of security products, subscriptions, software as a service (“saa s”) offerings, support and maintenance, professional services, or a combination of these items. the company’s revenue was $2,906 million for the year ended december 26, 2020. at contract inception, management assesses the goods and services promised in contracts with customers and identifies a performance obligation that is distinct and separately identifiable from other items in a bundled package and if a customer can benefit from it on its own or together with other resources. determining whether products and services are considered distinct performance obligations or should be combined to create a single performance obligation may require significant judgment by management. determining the nature and timing of satisfaction of performance obligations often involves significant judgment. 85 the principal considerations for our determination that performing procedures relating to revenue recognition - identification and satisfaction of performance obligations, is a critical audit matter are the significant judgment by management in identifying performance obligations and determining the nature and timing of satisfaction of performance obligations in contracts with customers, which in turn led to significant auditor judgment, subjectivity and effort in performing procedures and evaluating audit evidence related to whether performance obligations were appropriately identified and accounted for by management. addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. these procedures included, among others, examining revenue contracts on a test basis and evaluating management’s identification of performance obligations and determination of the nature and timing of the satisfaction of performance obligations. /s/ pricewaterhouse coopers llp dallas, texas march 1, 2021 we have served as the company’s or its predecessor’s auditor since 2017.

critical audit matters the critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. the communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. 46 table of contents plant closure provision as described in notes 2 and 12 to the consolidated financial statements, at december 31, 2019 there is a provision in place for $49.3 million relating to the company’s legal responsibility for the remediation of hazardous substances or wastes at currently or formerly owned or operated properties, with the principal site giving rise to environmental remediation liabilities being the manufacturing site at ellesmere port in the united kingdom. the company must comply with environmental legislation in the countries in which it operates or has operated and annually reassesses the program of work required. this included management developing estimates and assumptions relating to the cost and timing of performing the remediation work. management used specialists to develop these estimates. costs of future obligations are discounted to their present values using the company’s credit-adjusted risk-free rate. the principal considerations for our determination that performing procedures relating to the plant closure provision is a critical audit matter are that there were significant estimates and assumptions made by management over the valuation of the plant closure provision. this, in turn led to a high degree of auditor judgment, subjectivity and effort in evaluating management’s assumptions including (i) the program of work required and the costs of performing that work; (ii) the timing of performing the remediation work; and (iii) the credit-adjusted risk-free rate used to discount the future obligations. professionals with specialized skill and knowledge were used to assist in performing procedures (i) and (ii) and evaluating the audit evidence obtained. addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. these procedures included testing the effectiveness of controls relating to the valuation of the plant closure provision. these procedures also included, among others, (i) the use of professionals with specialized skill and knowledge to assist in testing management’s process for determining the plant closure provision. this included evaluating the appropriateness of the valuation method and the reasonableness of significant assumptions, including the assessment of the program of work required, cost, and timing assumptions developed by management’s specialists; (ii) evaluating the scope, competency, and objectivity of management’s specialists based on the work they were engaged to perform; and (iii) evaluating the credit-adjusted risk-free rate applied to calculate the present value of the future obligations. pricewaterhouse coopers llp (signed) manchester, united kingdom february 19, 2020 we have served as the company’s auditor since 2019.

critical audit matter the critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. the communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.revenue recognition – testing services revenue – refer to note 2 to the consolidated financial statements critical audit matter description during the year ended december 31, 2020, the company’s revenue from testing services was $163.6 million. as discussed in note 2, the company’s testing services revenue is recognized upon the delivery of test results to the prescribing physician, at which time the company bills for its services. the company recognizes revenue related to billings based on transaction prices estimated as the amount that will ultimately be realized. the transaction price estimate represents differences between amounts billed and the estimated consideration the company expects to receive based on historical collection experience and other anticipated adjustments, including anticipated payer denials. in determining the amount to recognize for a delivered test, the company considers factors such as payment history, amount collected per test, payer coverage, and whether there is a reimbursement contract between the payer and the company. the company also considers whether historical collections per test are indicative of future collections or if there are any current or expected developments or changes that could affect reimbursement rates, which is an estimate that requires significant judgment by the company.78table of contents we identified management’s estimation of the transaction price for revenue recorded as a critical audit matter due to the significant judgments required by management to estimate payer behavior. this required a high degree of auditor judgment and an increased extent of effort, including the involvement of more experienced engagement team members, when performing audit procedures to evaluate the estimated transaction prices.how the critical audit matter was addressed in the audit our audit procedures related to management judgments in the estimate of transaction prices for testing services revenue, included the following, among others:•we understood and tested the design, implementation, and operating effectiveness of controls over management’s determination of the assumptions used and the related review and approval of the transaction price estimate.•we tested the methodology used by the company to estimate transaction prices.•we tested the assumptions used by management to calculate transaction prices by:•testing the mathematical accuracy of management’s calculation.•testing the historical cash receipts from payers used in the estimate of transaction prices, by making selections and agreeing the selected information to source documents.•testing management’s ability to estimate transaction prices accurately by comparing recorded revenue to cash receipts received through december 2020.•evaluating trends in revenue and accounts receivable compared to previous periods to identify any evidence that may contradict management’s assertion regarding estimated transaction price./s/ deloitte & touche llp san jose, california february 24, 2021we have served as the company's auditor since 2018.

critical audit matters the critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. the communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.inventories as discussed in note 1, and as presented in note 2 to the financial statements, inventories are stated at the lower of cost or net realizable value. costs include all costs incurred to bring each product to its present location and condition. market provisions in respect of lower of cost or net realizable value adjustments and inventory determined to be slow moving are applied to the gross inventory through a reserve. - f2 -table of contents the determination of the reserve for slow-moving and obsolete inventories always requires subjective assumptions related to expectations for future market conditions, customer forecasted orders, and product demand. during 2021 and 2020, the impact of covid-19 on the general economy, and specifically the commercial aerospace industry, continued to adversely impact the company. this included delays and declines in customer orders and revenue recognized, as well as continued high levels of inventories. factors involved in accounting for inventories include verification of existence, determination of cost, and evaluation of reserves. due to the magnitude of the inventories and various complex matters and subjective assumptions, we identified inventories as a critical audit matter, which required a high degree of auditor judgement.addressing the matter involved performing subjective procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements. the primary procedures we performed included, obtaining an understanding of the process and assumptions used by management related to the accounting for inventories; evaluating management’s physical count procedures; performing our own test count procedures; testing management’s calculations related to costing of products; and testing management’s determination of the reserves. these procedures include testing the completeness and accuracy of the source data used, testing the mathematical accuracy of management’s calculations, evaluating the reasonableness and consistency of the methodology and assumptions applied by management based on current factors, and performing a retrospective review of the prior-year estimates used to identify potential bias of management judgements./s/ freed maxick cp as, p.c.we have served as the company’s auditor since 2005.

critical audit matters the critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. the communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. valuation of certain acquired right of use assets as described in note 3 to the consolidated financial statements, the company recorded $19 million of finance lease and financing obligation assets, net and $30 million of operating lease assets, net (collectively “right of use assets”) relating to business combinations completed during the year ended march 26, 2022. the right of use assets acquired are recorded at the present value of remaining lease payments adjusted to reflect favorable or unfavorable market terms of the lease. as disclosed by management, significant judgment is required in estimating the fair value of the right of use assets. favorable or unfavorable market terms used to value the acquired right of use assets are estimated based on comparable market data. the principal considerations for our determination that performing procedures relating to the valuation of certain acquired right of use assets is a critical audit matter are the significant judgment by management in estimating the fair value of certain of the right of use assets, using the favorable or unfavorable market terms and the comparable market data. this in turn led to a high degree of auditor judgment, effort, and subjectivity in performing procedures related to the favorable or unfavorable market terms used to value certain acquired right of use assets and the comparable market data. in addition, the audit effort involved the use of professionals with specialized skill and knowledge. addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. these procedures included testing the effectiveness of controls over the estimation of the value of the acquired right of use assets, including controls over the estimate of favorable or unfavorable market terms and the comparable market data. these procedures also included, among others, reading the purchase agreements; and for certain acquired right of use assets; (i) testing management’s process for estimating the value of the acquired right of use assets; and (ii) evaluating the appropriateness of the valuation method and testing the completeness and accuracy of the underlying data. professionals with specialized skill and knowledge were used to assist in evaluating the reasonableness of the comparable market data for certain acquired right of use assets. /s/ pricewaterhouse coopers llp rochester, new york may 23, 2022 we have served as the company’s auditor since at least 1984.

critical audit matters the critical audit matter communicated below is arisingfrom the current period audit of the consolidated financial statements that was communicated or required to be communicated to the auditcommittee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involvedour especially challenging, subjective, or complex judgments. the communication of critical audit matters does not alter in any way ouropinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below,providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate. equity transactions description of the matter: as described in note 8 of the consolidated financial statements, the companyraised capital using convertible instruments which are inherently complex in nature. during the year ended december 31, 2020, these convertibleinstruments were converted into shares of common stock. these transactions converted into common shares in addition to triggering downroundprovisions and deemed dividends. the transactions required complex auditor judgment due to the number and the variety of the types ofinstruments and the subjectivity of assumptions used to value the transactions. how we addressed the matter in our audit addressing the matter involved obtaining an understanding of the controlsover the company’s process for issuing and recording equity. we assessed the appropriateness of judgments made by management indetermining key assumptions used in the valuation of each equity transaction. we obtained and reviewed all material equity agreementsand considered whether the recording was appropriate given the nature of the transaction. we recalculated the value of the amounts recordedbased on management’s key assumptions and on the related stock value at the time of the transaction. we agreed all material cashconsideration received in equity raises to the company’s bank statements. we also tested the accuracy and the completeness of thedisclosure of the transactions. /s/ withum smith+brown, pc we have served as the company’s auditorsince 2020.

critical audit matter the critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. the communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.deferred revenues and liability – wyndham rewards loyalty program – refer to notes 2 and 3 to the financial statements critical audit matter description the company operates the wyndham rewards loyalty program under which members earn points that can be redeemed for free nights or other rewards. wyndham rewards members primarily accumulate points by staying at a participating hotel, club resort or vacation rental or by making purchases with their wyndham rewards co-branded credit card. revenues related to the issuance of loyalty points are recognized net of redemptions over time based upon loyalty point redemption patterns, including an estimate of loyalty points that will expire or will never be redeemed. in addition, the company records a liability for estimated future redemption costs of outstanding loyalty points.the company estimates the value of the deferred revenues and related liability (collectively referred to as the “liability”) related to the loyalty program based on (i) an estimated cost per point and (ii) an estimated redemption rate of the overall points earned, which is determined with the assistance of a third-party actuarial firm through historical experience, current trends and the use of an actuarial analysis, and includes an estimate of the points that will expire or will never be redeemed. changes in the estimated cost per point and/or the estimated redemption rate used in the determination of the liability could result in a material change to the amount of liability reported.we identified the estimated cost per point and the estimated redemption rate used in the determination of the liability as a critical audit matter because of the significant judgments made by management to estimate the cost per point and the redemption rate. this required a high degree of auditor judgment and an increased extent of effort, including the involvement of our actuarial specialists, when performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to the selection of the estimated cost per point and the estimated redemption rate.how the critical audit matter was addressed in the audit our audit procedures related to the estimated cost per point and estimated redemption rate used in the determination of the liability included the following, among others: •we tested the effectiveness of the controls related to the liability, including those over the estimate of the cost per point and the estimate of the redemption rate.•we evaluated the assumptions used by management to estimate the cost per point by: ◦testing the underlying data that served as the inputs for the historical cost per point, including historical redemptions. ◦discussing with management the assumptions used in the company’s estimated future cost per point and evaluating the reasonableness by comparing the projections to (1) forecasted information included in industry reports of the company and its peer group, and (2) trends in wyndham rewards member behavior. ◦comparing management’s prior-year estimated cost per point to actual redemptions during the current year to identify potential bias in the determination of the liability.◦evaluating whether the assumptions used by management to estimate the cost per point were consistent with evidence obtained in other areas of the audit.•we evaluated the assumptions used by management to estimate the redemption rate by: ◦testing the underlying data that served as the inputs for the actuarial analysis of the estimated redemption rate, including earnings and redemptions. ◦evaluating whether any approved changes to the wyndham rewards loyalty program have been appropriately incorporated in the actuarial analysis of the estimated redemption rate. ◦comparing management’s prior-year estimated redemption rate to actual redemptions during the current year to identify potential bias in the determination of the liability.f-3table of contents•with the assistance of our actuarial specialists, we developed a range of independent estimates of the liability, utilizing the same underlying data tested above, and compared our estimates to management’s estimates./s/ deloitte & touche llp new york, new york february 16, 2022 we have served as the company’s auditor since 2017.

critical audit matter the critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. the communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.goodwill and intangible assets - shave care goodwill and gillette indefinite lived intangible asset - refer to notes 1 and 4 to the financial statements critical audit matter description the company’s evaluation of goodwill and indefinite lived intangible assets for impairment involves the comparison of the fair value of each reporting unit or indefinite lived intangible asset to its carrying value. the company estimates fair value using the income method, which is based on the present value of estimated future cash flows attributable to the respective assets. this requires management to make significant estimates and assumptions related to forecasts of future net sales and earnings, including growth rates beyond a 10-year time period, royalty rates and discount rates. changes in the assumptions could have a significant impact on either the fair value, the amount of any impairment charge, or both. the company performed their annual impairment assessments of the shave care reporting unit as of october 1, 2019 and the gillette brand indefinite lived intangible asset (the “gillette brand”) as of december 31, 2019. because the estimated fair values exceeded their carrying values, no impairments were recorded. given reductions in cash flows caused by currency devaluations, changing consumer grooming habits, the covid-19 pandemic affecting demand and an increase in the competitive market environment, the company revised their cash flow estimates and updated their fair value estimates for the gillette brand as of june 30, 2020 and determined that the fair value of the gillette brand approximated its carrying value. as of june 30, 2020, the shave care reporting unit goodwill was $12.5 billion, and the gillette brand was $14.1 billion. we identified the company’s impairment evaluations of goodwill for the shave care reporting unit and the gillette brand as a critical audit matter because of the reductions in cash flows and the significant judgments made by management to estimate the the procter & gamble company 35fair values of the reporting unit and the brand. a high degree of auditor judgment and an increased extent of effort was required when performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to the forecasts of future net sales and earnings as well as the selection of royalty rates and discount rates, including the need to involve our fair value specialists.how the critical audit matter was addressed in the audit our audit procedures related to forecasts of future net sales and earnings and the selection of the royalty rates and discount rates for the shave care reporting unit and the gillette brand included the following, among others: •we tested the effectiveness of controls over goodwill and indefinite lived intangible assets, including those over the determination of fair value, such as controls related to management’s development of forecasts of future net sales, earnings, the selection of royalty rates, and discount rates. •we evaluated management’s ability to accurately forecast net sales and earnings by comparing actual results to management’s historical forecasts. •we evaluated the reasonableness of management’s forecast of net sales and earnings by comparing the forecasts to:•historical net sales and earnings.•underlying analysis detailing business strategies and growth plans including consideration of the effects related to the covid-19 pandemic.•internal communications to management and the board of directors. •forecasted information included in company press releases as well as in analyst and industry reports for the company and certain of its peer companies. •with the assistance of our fair value specialists, we evaluated the net sales and earnings growth rates, royalty rates, and discount rates by:•testing the source information underlying the determination of net sales and earnings growth rates, royalty rates, and discount rates and the mathematical accuracy of the calculations.•developing a range of independent estimates for the discount rates and comparing those to the discount rates selected by management./s/ deloitte & touche llp cincinnati, ohio august 6, 2020we have served as the company’s auditor since 1890.

critical audit matters the critical audit matters communicated below are matters arising fromthe current period audit of the financial statements that were communicated or required to be communicated to the auditcommittee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved ourespecially challenging, subjective, or complex judgments. the communication of critical audit matters does not alter in anyway our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit mattersbelow, providing separate opinions on the critical audit matters or on the accounts or disclosures to which theyrelate. value of inventories – refer to notes 1 and 4 to the consolidated financial statements critical audit matter description as disclosed in note 1 and 4 to the consolidatedfinancial statements, inventories consist of various components, work-in-process and finished goods, and are carried at the lowerof cost or net realizable value, with cost determined by standard cost methods, which approximate the first-in, first-out method.inventory costs include material, labor and manufacturing overhead. management has established inventory reserves based on estimatesof excess and/or obsolete inventories. we identified the inventory reserve forcertain inventory products as a critical audit matter because of the significant estimates and the assumptions management makesto evaluate their ability to move inventories which have been slow moving during the year. this required a high degree of subjectiveand complex auditor judgment and an increased extent of effort when performing audit procedures to evaluate the reasonablenessof related assumptions, as well as the viability of management’s plans to sell this inventory, to evaluate whether inventoryreserves for certain inventory products were appropriately recorded as of december 31, 2020. how the critical audit matter was addressed in the audit our audit procedures related to the inventoryreserve for certain inventory products included the following, among others: ● we evaluated the appropriatenessand consistency of management’s methods and assumptions used in developing their estimate of the inventory reserves. ● we evaluated the reasonablenessof management’s plans and strategies to sell certain inventory products deemed to be slow moving and which are already partiallyreserved. ● we performed analysis over keyproduct metrics, inventory turnover, and margins, to identify and evaluate slow-moving inventory categories, negative margins,or other trends which may indicate a requirement to reserve. /s/ rbsm llp we have served as the company’s auditor since 2019.

critical audit matters the critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. the communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which it relates.66valuation of intangible assets and contingent consideration in business combinations as disclosed in note 1 to the consolidated financial statements, the company’s growth strategy is to pursue acquisitions of complementary technologies and businesses as evidenced by the twenty five acquisitions made in the eight years ended december 31, 2019. as disclosed in note 3 to the consolidated financial statements, during 2019, the company completed five acquisitions for total consideration of $228 million. the acquisitions were accounted for as business combinations in accordance with asc 805.auditing the company's accounting for its acquisitions was complex due to the estimation uncertainty in the company’s determination of the fair value of identified intangible assets, which primarily consist of developed technology of $24 million and customer relationships of $109 million, and contingent consideration of $5 million. the estimation uncertainty was primarily due to the judgmental nature of the inputs and assumptions to the valuation models used to measure the fair value of these intangible assets and contingent consideration, as well as the sensitivity of the respective fair values to underlying assumptions. the company used the multi-period excess earnings and relief-from-royalty methods, which are variations of the income approach, to measure the customer relationships and developed technology intangible assets, respectively, and the binary option model to measure contingent consideration. the significant assumptions used to estimate the fair value of the intangible assets included discount rates and certain assumptions that form the basis of the forecasted results, including revenue growth rates, gross margin, operating expenses, technology obsolescence and customer attrition. the significant assumptions used to estimate the fair value of the contingent consideration included discount rates and expected future annual revenue streams and the related probability of achievement. these significant assumptions are forward-looking and could be affected by future economic and market conditions.we obtained an understanding, evaluated the design and tested the operating effectiveness of internal controls over the company’s accounting for acquisitions, which included management’s review of the determination of the key assumptions used in estimating the fair value of intangible assets and contingent consideration. to test the estimated fair value of the identified intangible assets and contingent consideration, our audit procedures for each of the acquisitions included, among others, reading the purchase agreement, evaluating the company's use of the multi-period excess earnings method, relief-from-royalty method and binary option model, evaluating the significant assumptions used by the company, and evaluating the completeness and accuracy of the underlying data supporting the significant assumptions and estimates. we involved our valuation specialists to assist with our evaluation of the methodologies used by the company and significant assumptions included in the fair value estimates. for example, we compared the forecasted results to historical operating results, industry peer results, economic trends, and other relevant factors. we also assessed the historical accuracy of management’s estimates.revenue recognition for new products and services the company frequently acquires companies that have their own portfolio of products and services that will be included in the upland suite of offerings. for each of these new products and services, the company must understand the terms and conditions contained in the contracts with customers and evaluate and apply the five step model under asc 606 to ensure proper revenue recognition. management performs detailed contract review procedures to ensure that any non-standard terms and conditions included in the contracts are properly considered in relation to the accounting literature.auditing the company’s revenue recognition analysis related to new products and services, primarily from acquisitions, was challenging due to the effort required in identifying and evaluating non-standard terms and conditions in contracts under upland’s revenue recognition policy, in accordance with asc 606. for example, there may be non-standard terms and conditions that required judgment to determine distinct performance obligations, transaction price, or the pattern of revenue recognition.we obtained an understanding, evaluated the design and tested the operating effectiveness of the company's internal controls over the process to evaluate the application of the company’s revenue recognition policy to newly added products and services. this included the controls related to the determination of distinct performance obligations, transaction price, and pattern of revenue recognition.among other procedures, we obtained and evaluated management’s assessment of the respective revenue recognition for new products and services. we also reviewed management’s evidence for compiling the complete 67portfolio of contracts and selected a sample of executed contracts to review the terms and conditions. for each of the contracts we reviewed, we identified the promised goods and services in the contract and assessed the distinct performance obligations. we also evaluated the impact of non-standard terms and conditions on the determination of the transaction price and pattern of revenue recognition./s/ ernst & young llp we have served as the company’s auditor since 2013.

critical audit matters the critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. the communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.customer allowances for chargebacks, discounts and damaged goods and accruals for rebates, coupons, product returns and certain fees as described in note 2 to the consolidated financial statements, revenues from product sales are recorded net of estimated allowances for chargebacks, discounts and damaged goods and reflects sales related accruals for rebates, f-2coupons, product returns and certain fees. these allowances and accruals are determined on a product-by-product basis, and are established by management as the company’s best estimate at the time of sale based on each product’s historical experience adjusted to reflect known changes in the factors that impact such allowances. management reviews these allowances on an ongoing basis and adjusts them based on the most recent information available, including actual results since the end of the reporting period. as of december 31, 2020, consolidated allowances in accounts receivable for chargebacks, cash discounts and damaged goods were $1.0 million and consolidated estimated liability for rebates, coupons, product returns and certain fees were $4.1 million. these provisions are recognized concurrently with the sales of products. provisions for chargebacks involve estimates of usage by retailers and other indirect buyers with varying contract prices for multiple wholesalers. the provision for chargebacks varies in relation to changes in product mix, pricing and the level of inventory at the wholesalers. provisions are calculated using historical chargeback experience, and/or expected chargeback levels for new products and anticipated pricing changes. provisions for rebates are recognized based on contractual obligations in place at the time of sales with consideration given to relevant factors that may affect the payment as well as historical experience for estimated market activity. provisions for medicaid are based on historical trends of rebates paid, as well as on changes in wholesaler inventory levels, pricing data and increases or decreases in sales.the principal consideration for our determination that performing procedures relating to these allowances and accruals is a critical audit matter was the significant judgment by management to estimate the reserves due to the significant measurement uncertainty involved in developing the reserves. management tracks the various types of allowances on several different schedules, each of which relates to different contracts agreed to with various customers or the interplay with government payors. management exercises judgment in computing the amount of sales subject to the allowances and tracks the amount of allowances taken over time. all of this in turn led to a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management’s significant assumptions.we identified the estimated sales allowances and accruals as a critical audit matter. the primary procedures we performed to address this critical audit matter included: •testing the completeness and accuracy of the underlying data used to estimate the accrual by agreeing the sales data used in the calculation to reports that were reconciled to the financial statements, reconciling the various allowance percentages to signed customer contracts, tracing the allowance amounts used by the various customers during the year to supporting documentation and comparing the estimated allowances from the end of 2019 to actual results that occurred during 2020;•testing the assumptions used by management in the computation of selected allowances to historical results for the related products and any recent changes in factors that could influence the future allowances to be claimed;•comparing actual allowances reported since december 31, 2020 to the estimated reserves and accruals recorded on the december 31, 2020 consolidated balance sheet;•testing the clerical accuracy of the individual customer allowances computed by management and agreeing the total of all estimated allowances to the respective accounts on the financial statements./s/ bkd, llp we have served as the company's auditor since 2020.

critical audit matter the critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. the communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. transaction price adjustment – uncollected flexitouch product sales as described further in note 3. summary of significant accounting policies – revenue recognition to the consolidated financial statements, revenue is recognized upon transfer of control of the product to the customer based on a transaction price determined to be the amount of expected consideration to be received for the product. in most cases, there is a contracted third-party payer, such as a commercial insurer, medicare or the veteran’s administration involved with the transaction. the transaction price is impacted by 89table of contentsmultiple factors, including the terms and conditions contracted by third-party payers. thus, payments from third-party payers typically are less than the company’s standard charge and represent an implicit price concession, resulting in variable consideration. the transaction price for commercial payers is determined based on the payment history of the payer drawn from actual write-off and collections experience over a rolling 12-month period, as well as historical patient collections by payer. the company assesses the variable consideration for each medicare claim as a percentage of the total invoice price based on ultimate approval and collection history. there is not variable consideration with sales to the veterans administration. the results of the variable consideration assessment are the primary source of information in estimating the recognition of net revenue and the net valuation of the related accounts receivable. we identified the transaction price adjustment for uncollected flexitouch product sales to commercial payers and medicare as a critical audit matter. the principal considerations for our determination of this critical audit matter are: ●the transaction price adjustment is related to material accounts and disclosures that are important to the users of the consolidated financial statements,●significant judgment is required to estimate the expected amount of cash consideration to be collected, which is a key input into management’s transaction price assessment.●for sales with medicare as the payer, the future collection could significantly differ from those subjective estimates given the payment uncertainty due to the appeals process for claims initially denied.our audit procedures related to the transaction price adjustment for uncollected flexitouch product sales included the following, among others: ●we tested the design and operating effectiveness of management’s key controls relating to their medicare and commercial payer transaction price assessments and commercial payer lookback analysis through reperformance, observation of the control being performed, and inspection of supporting documentation providing evidence of control performance. ●for a sample of commercial payers, we recomputed management’s calculation of the historical collectability percentage by payer based on transactions that occurred during the year to evaluate the completeness and accuracy of underlying data used in the commercial transaction price adjustment and lookback analysis. ●for sales to patients insured by commercial payers, we assessed the reasonableness of management’s year-end analysis of the transaction price adjustment recorded in the prior year compared to actual pricing adjustments experienced in the current period by recomputing the results of management’s historical lookback analysis of collection rates by payer portfolio.●for sales to patients covered by medicare, we tested management’s estimate by evaluating the determination of collection percentage by claim year assumptions including the completeness and accuracy of the underlying data used. /s/ grant thornton llp we have served as the company’s auditor since 2015.

critical audit matters the critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. the communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. goodwill impairment assessment as described in notes 1 and 8 to the consolidated financial statements, the company’s consolidated goodwill balance was $326.4 million at june 30, 2019. goodwill is annually tested for impairment as of june 30, or more frequently if events or circumstances indicate that the carrying amount of goodwill may be impaired. potential impairment is identified by comparing the fair value of a reporting unit to its carrying value, including goodwill. the fair value is estimated using a weighting between discounted cash flows and market multiples valuation techniques. the discounted cash flow analysis requires the use of estimates and assumptions related to cash flow forecasts, discount rates, terminal values and income tax rates. management’s cash flow forecasts included significant judgments and assumptions relating to revenue growth rates.the principal considerations for our determination that performing procedures relating to the goodwill impairment assessment is a critical audit matter are there was significant judgment by management when developing the fair value measurement of the reporting units using the discounted cash flows and market multiples valuation techniques. this in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence obtained related to management’s cash flow forecasts and significant assumptions, including revenue growth rates and discount rates, and related to the weightings applied to the discounted cash flows and market multiples valuations. in addition, the audit effort involved the use of professionals with specialized skill and knowledge to assist in performing these procedures and evaluating the audit evidence obtained.addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. these procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessment, including controls over the valuation of the company’s reporting units. these procedures also included, among others, testing management’s process for developing the fair value estimates; evaluating the appropriateness of the discounted cash flow model and market multiples valuation; testing the completeness, accuracy and relevance of underlying data used in the models; and evaluating the reasonableness of the significant assumptions used by management including the revenue growth rates and discount rates. evaluating the reasonableness of management’s assumptions related to the company’s cash flow forecasts involved evaluating whether the revenue growth rates were reasonable considering (i) the current and past performance of the reporting units, (ii) the consistency with external market and industry data and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit. professionals with specialized skill and knowledge were used to assist in the evaluation of the company’s discounted cash flow models, the weightings applied to the discounted cash flows and market multiples valuations, and certain significant assumptions, including the discount rates and market multiples./s/ pricewaterhouse coopers llp philadelphia, pennsylvania august 29, 2019 we have served as the company’s auditor since 1918.