EFTA01382634.pdf

S-1/A Table of Contrail (j) Represents the change to additional paid-in capital as a result of this offering as follows: (in millions) Gross proceeds (i) $3,040 Share-bawd compensation expense to be recognized over the 180-day lock-up period 195 Share-based compensation expense to be recognized upon the completion of this offering 95 Underwriting discounts and commissions (114) Expenses expected to be incurred in connection with this offering (7) Par value of Class A common stock issued in connection with this offering (2) $3,207 (i) Assumes an offering of 160.000,000 shares of our Class A common stock at an initial public offering price of $19.00 per share, the mid- point of the price range set forth on the cover of this paispi.aus. (k) Represents the change to accumulated loss as a result of this offering as follows: (In ;Salons) Debt extinguishment costs associated with the reduction of debt with the net proceeds of this offering $(394) Share-based compensation expense to be recognized over the 180-day lock-up period after the date of this prospectus (195) Share-based compensation expense to be recognized upon the completion of this offering (95) Termination fee paid to KKR as described in "Certain Relationships and Related Party Transactions—Management Agreement" (78) $(762) As of June 30, 2015, we had unrecognized gook-based compensation expense of $503 million, of which $195 million will be recognized in connection with this offering over the 180-day lock-up period after the date of this prospectus and $95 million will be recognized upon the completion of this offering. The amounts that will be recognized in connection with this offering were included as an adjustment to accumulated loss as discussed above. During the third quarter of 2015, we authorized the grant ofrestricted stock, restricted stock units, and options to certain executives in connection with this offering. These awards are expected to be valued at $145 million based on the mid-point of the estimated price range set forth on the cover page of this prospectus, resulting in incremental unrecognized compensation expense. The amortization of these time-based awards is included in the pro fomia statement of operations as described in (d) above. The remaining unrecognized stock-based compensation expense, which is not included in the pro fonna statement of operations, will be recognized over the requisite service period, generally over three to five years. See our audited and unaudited consolidated financial statements included elsewhere in this prospectus for additional information on stock compensation plans. 53 httr/Annv.see.gov/Archi vecledgar/dmat883980/000119312515334479/d31022dsla.htmil0/14/2015 9:06:38 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0082071 CONFIDENTIAL SDNY GM_00228255 EFTA01382634