ServiceMagic 2012 Annual Report Download - page 141

S-7
(1) Consolidated Net Income, plus
(2) in each case only to the extent (and in the same proportion) deducted in determining Consolidated Net
Income,
(a) Consolidated Income Tax Expense,
(b) Consolidated Amortization Expense,
(c) Consolidated Depreciation Expense,
(d) Consolidated Interest Expense,
(e) all non-cash compensation, as reported in the Issuer’s financial statements,
(f) any non-cash charges or losses or realized losses related to the write-offs, write-downs or mark-to-
market adjustments or sales or exchanges of any investments in debt or equity securities by the Issuer or any
Restricted Subsidiary, and
(g) the aggregate amount of all other non-cash charges, expenses or losses reducing such Consolidated
Net Income, including any impairment (including any impairment of intangibles and goodwill) (excluding any non-
cash charge, expense or loss that results in an accrual of a reserve for cash charges in any future period and any
non-cash charge, expense or loss relating to write-offs, write-downs or reserves with respect to accounts receivable
or inventory), for such period, minus
(3) in each case only to the extent (and in the same proportion) included in determining Consolidated Net
Income, any non-cash or realized gains related to mark-to-market adjustments or sales or exchanges of any investments in
debt or equity securities by the Issuer or any Restricted Subsidiary,
in each case determined on a consolidated basis in accordance with GAAP; provided that the aggregate amount of all non-cash
items, determined on a consolidated basis, to the extent such items increased Consolidated Net Income for such period will be
excluded from Consolidated Net Income.
For purposes of this definition, whenever pro forma effect is to be given, the pro forma calculations shall be factually supportable,
reasonably identifiable and made in good faith by a responsible financial or accounting Officer of the Issuer. Any such pro forma
calculation may include adjustments appropriate, in the reasonable good faith determination of the Issuer as set forth in an Officer’
s
Certificate, to reflect cost savings and other operating improvements or synergies reasonably expected to be realized within 12
months from the applicable event to be given pro forma effect.
“ Consolidated Contingent Consideration Fair Value Remeasurement Adjustments ” for any period means the
contingent consideration fair value remeasurement adjustments, of the Issuer and its Restricted Subsidiaries for such period,
determined on a consolidated basis in accordance with GAAP.
“ Consolidated Depreciation Expense ” for any period means the depreciation expense of the Issuer and its
Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.