Comcast 2010 Annual Report Download - page 268

(D) in the case of compensation provided in the form of stock or stock options, the transfer of stock or stock options shall be
treated as a transaction described in Treasury Regulations Section 1.1032-3(c) and subject to Treasury Regulations Section 1.1032-3
(b); and
(E) the deduction attributable to such compensation shall be allocated to such Member and shall not be taken into account in
determining Profit or Loss.
(d) Tax Allocations . (i) Except as set forth in Sections 8.01(d)(ii) and (iii), for each Tax Year, items of taxable income, deduction, gain,
loss or credit shall be allocated for income tax purposes among the Members in the same manner as their corresponding book items were
allocated pursuant to Sections 8.01(b), 8.01(c), and 12.05 for such Tax Year.
(ii) In accordance with Section 704(c) of the Code and the Treasury Regulations thereunder, income, gain, loss, and deduction with
respect to any asset contributed (or deemed contributed for U.S. federal income tax purposes) to the capital of the Company shall, solely
for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such asset to the
Company for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition of Gross Asset
Value) (A) with respect to the assets contributed (or deemed contributed for U.S. federal income tax purposes) by HoldCo, using the
“remedial method” described in Treasury Regulations Section 1.704-3(d), or with the consent of all Members, which consent shall not be
unreasonably withheld or delayed, any other method permitted by Treasury Regulations Section 1.704-3 and (B) with respect to all other
assets contributed (or deemed contributed for U.S. federal income tax purposes) to the Company using the “traditional method” described
in Treasury Regulations Section 1.704-3(b).
(iii) In the event the Gross Asset Value of any asset of the Company is adjusted pursuant to subparagraph (ii) of the definition of
Gross Asset Value, subsequent allocations of income, gain, loss, and deduction with respect to such asset shall take account of any
variation between the Gross Asset Value of such asset immediately prior to such adjustment and the Gross Asset Value of such asset
giving effect to such adjustment (a “ Reverse Section 704(c) Layer ”) as provided under Section 704(c) of the Code and the Treasury
Regulations promulgated thereunder using (A) with respect to a Reverse Section 704(c) Layer resulting from a positive adjustment, the
“remedial method” described in Treasury Regulations Section 1.704-
3(d) and (B) with respect to a Reverse Section 704(c) Layer or similar
amount resulting from a negative adjustment, any
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