United States Federal Income Tax. For purposes of Section 2.02(a)(ii), the amount of Federal Income Taxes attributable to the Animal Health Business shall be as determined by Pfizer on a pro forma Zoetis Group consolidated return prepared:
(i) assuming that the members of the Zoetis Group were not included in the Pfizer Affiliated Group;
(ii) including only Tax Items of members of the Zoetis Group that were included in the relevant Pfizer Federal Consolidated Income Tax Return;
(iii) except as provided in Section 2.06(a)(v) hereof, using all elections, accounting methods and conventions used on the Pfizer Federal Consolidated Income Tax Return for such period;
(iv) applying the highest statutory marginal corporate income Tax rate in effect for such taxable period;
(v) assuming that the Zoetis Group elects not to carry back any net operating losses; and
(vi) assuming that the Zoetis Group’s utilization of any Tax Attribute carryforward or carryback is limited to the Tax Attributes of the Zoetis Group that would be available if the Federal Income Tax of the Zoetis Group for each taxable year ending after December 31, 2012 were determined in accordance with this Section 2.06(a).
United States Federal Income Tax. For purposes of Section 3.2, the amount of U.S. federal Income Tax attributable to the FTD Business shall be the amount of such U.S. federal Income Taxes that the FTD Tax Group would have been required to pay on a consolidated basis if the FTD Tax Group had paid tax on behalf of an affiliated group consisting only of the FTD Group, as determined in a manner consistent with the following principles:
(i) including only Tax Items of members of the FTD Tax Group that were included in the relevant UOL Tax Group consolidated Tax Return;
(ii) using all elections, accounting methods and conventions used on the UOL Tax Group consolidated Tax Return for such period; and
(iii) applying the highest statutory marginal corporate Income Tax rate in effect for such taxable period.
United States Federal Income Tax. For purposes of Section 3.02(a), the amount of Federal Income Taxes and State Income Taxes attributable to the LDC Business for each Pre-Distribution Period shall be as determined by Parent on a Pro Forma Spinco Group Consolidated Return prepared:
(i) in a manner consistent with the past practices and general accounting policies of Parent for purposes of preparing its financial statements (including, without limitation, those filed as part of Securities and Exchange Commission Form 10-K or Federal Energy Regulatory Commission Form 2);
(ii) allocating interest expense between the Parent Group, on the one hand, and the Spinco Group, on the other hand, based on the intercompany accounts established between Parent and the LDC Business;
(iii) allocating other shared expenses between the Parent Group, on the one hand, and the Spinco Group, on the other hand, in accordance with the “Distrigas” method;
(iv) including the results from operations arising from the LDC Business and the LDC Assets during such period without regard to whether such operations and assets were operated and owned by a member of the Parent Group or the Spinco Group;
(v) assuming that the members of the Spinco Group were not included in the Parent Affiliated Group (or any analogous group under applicable State Income Tax Law);
(vi) including only Tax Items attributable to the LDC Business and LDC Assets or the members of the Spinco Group that were actually included in the relevant Parent Federal Consolidated Income Tax Return and/or any relevant Parent State Consolidated Income Tax Return;
(vii) except as provided in Section 3.03(a)(ix) hereof, using all elections, accounting methods and conventions used on the Parent Federal Consolidated Income Tax Return and/or any relevant Parent State Consolidated Income Tax Return, in each case for the relevant Tax Period;
(viii) applying a blended Tax rate for Federal Income Taxes and State Income Taxes for the relevant Tax Period, calculated in a manner consistent with the past practices and general accounting policies of Parent for purposes of preparing its financial statements, as reasonably determined by Parent (the “Blended Income Tax Rate”); and
(ix) assuming that the Spinco Group elects not to carry forward or carry back any net operating losses.
United States Federal Income Tax. For purposes of this Agreement, the amount of Federal Income Taxes attributable to the Radio Group or the Radio Business with respect to any Joint Return shall be as determined by CBS in good faith (except as otherwise provided in Section 2.04(c)) on a pro forma U.S. federal consolidated return of the Radio Group (of which Radio is the common parent), or other method as mutually agreed upon by the Parties, for any Tax Period or relevant portion thereof beginning after the Borrowing Closing Date and ending on (and including) or before the Deconsolidation Date prepared:
(i) assuming that the members of the Radio Group were not members of the CBS Affiliated Group;
(ii) except as provided in subsection (iv) of this Section 2.04(a), using the same elections, accounting methods and conventions used on the CBS Federal Consolidated Income Tax Return for such period, to the extent applicable;
(iii) applying the highest statutory marginal corporate income Tax rate in effect for such taxable period;
(iv) assuming that the Radio Group elects not to or cannot carry back any Tax Attribute without the express written consent of CBS received pursuant to Section 3.05; provided, however, that for purposes of Sections 2.04(b) and 2.04(c), if a Tax Attribute is required under applicable law to be carried back, then such carryback shall be taken into account but only to the extent that CBS actually realizes a Tax Benefit; and
(v) assuming that the Radio Group’s utilization of any Tax Attribute carryforward is limited to the Tax Attributes of the Radio Group that would be available if the Federal Income Tax of the Radio Group for each taxable year ending after December 31, 2015 were determined in accordance with this Section 2.04(a).
United States Federal Income Tax. CONSIDERATIONS
