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MRO » Topics » DETERMINATION OF EACH GROUPS SHARE OF THE USX CONSOLIDATED

This excerpt taken from the MRO 10-K filed Feb 29, 2008.

DETERMINATION OF EACH GROUP’S SHARE OF THE USX CONSOLIDATED

STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center">GROUP’S TAX LIABILITY AND TAX ATTRIBUTES

SECTION
4.01. General.

(a) While the provisions of this Article 4 are intended to reflect the principles of the USX Tax Allocation and Settlement Policy effective
as of 1991 and as amended and restated as of August 26, 1997, that policy shall have been revoked in its entirety as provided in Section 2.01 of this Agreement and the provisions of this Article 4 shall control. The principles of this
Article 4 shall be applied in all relevant years as if there were two Groups, the Marathon Stock Group and the United States Steel Stock Group, and all Tax Items of the Delhi Stock Group shall be allocated to the Marathon Stock Group and the United
States Steel Stock Group as provided in Section 4.02(a)(i)(E) of this Agreement. The determination under this Article 4 of a Group’s allocable share of the tax liability of the USX Consolidated Group shall be made for the year to which the
adjustment relates rather than for the current year.

(b) The entire determination required under this Article 4 shall be made whenever it is necessary to
determine each Group’s share of any tax liability of the USX Consolidated Group for any Pre-Distribution Period.

(c) Given the uncertain effects of
various Tax Items on the total liability of the USX Consolidated Group, it is understood that a certain amount of judgment will be necessary to apply this Article 4 and that both Marathon and United States Steel will act reasonably and in good faith
when applying the principles of this Article 4.

SECTION 4.02. Determination of Each Group’s Allocable Share of the Federal Tax Liability of the USX
Consolidated Group and Resulting Tax Attributes.

If the USX Consolidated Group is a regular taxpayer in the relevant period, each Group’s share of the
regular Federal income tax liability of the USX Consolidated Group and resulting Tax Attributes shall be determined under Section 4.02(a) of this Agreement; if the USX Consolidated Group is an alternative minimum taxpayer in the relevant
period, each Group’s share of the alternative minimum tax liability of the USX Consolidated Group and resulting Tax Attributes shall be determined under Section 4.02(b) of this Agreement.

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(a) Determination of Groups’ Allocable Share if the USX Consolidated Group is a Regular Taxpayer in the Relevant
Period.

Each Group’s allocable share of the regular Federal income tax liability of the USX Consolidated Group (“Total USX Liability”) shall
be determined by calculating the Group’s Separate Return Liability pursuant to Section 4.02(a)(i) and then adjusting for the effects of the Consolidated Federal Tax Return of the USX Consolidated Group pursuant to Section 4.02(a)(ii).
Each Group’s share of the resulting Tax Attributes shall be determined by application of Section 4.02(a)(iii).

(i) Groups’ Separate Return
Liability.

The Federal regular income tax liability of the United States Steel Stock Group and the Marathon Stock Group (the “Separate Return
Liability”) shall be determined as if each Group were filing its own separate consolidated return (the “Separate Return Basis”). Without limiting the generality of the foregoing statement, the following special rules shall apply:

(A) For purposes of determining the Separate Return Liability of each Group, the taxable income or loss of each Group shall be the income or loss of each
Group for financial statement purposes adjusted as shown on an IRS Form Schedule M associated with such Group. Any item of income or expense that is allocated between the Groups for financial statement purposes shall be allocated in a manner
consistent with such financial statements in order to compute taxable income or loss on a Separate Return Basis.

(B) Dividend Income. For purposes of
determining the Separate Return Liability of each Group, the tax treatment of any dividend income received by a Group shall be consistent with the actual tax consequences in the Tax Returns of the USX Consolidated Group.

STYLE="margin-top:12px;margin-bottom:0px">(C) Tax Elections. All tax elections, which must be made on a consolidated return basis, shall conform to those elected by the USX Consolidated Group.

STYLE="margin-top:12px;margin-bottom:0px">(D) Income Taxes relating to Holding Company Reorganization and Distribution.

SIZE="2">(1) In the event that the USX Consolidated Group recognizes gain or other income as a result of the Holding Company Reorganization or Distribution being taxable due to the breach of a covenant or representation in Article 6 of this
Agreement by a member of the United States Steel Tax Group or an acquisition of United States Steel that violates Section 355(e) of the Code, the United States Steel Stock Group shall be allocated such gain or other income. No portion of such
gain or other income shall be allocated to the Marathon Stock Group.

(2) In the event that the USX Consolidated Group recognizes gain or other income as a
result of the Holding Company Reorganization or Distribution being taxable due to the breach of a covenant or representation in Article 6 of this Agreement by a member of the Marathon Tax Group or an acquisition of Marathon that violates
Section 355(e) of the Code, the Marathon Stock Group shall be allocated such gain or other income. No portion of such gain or other income shall be allocated to the United States Steel Stock Group.

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(3) In the event that the USX Consolidated Group recognizes gain or other income as a result of the Holding Company
Reorganization or Distribution being taxable due to an acquisition that violates Section 355(e) of the Code, and both United States Steel and Marathon have been acquired in transactions that are presumed to violate Section 355(e) of the
Code (e.g., transactions that involve acquisitions by a third party of 50 percent or more of the stock of the relevant corporation), then such gain or other income shall be allocated to the Group whose acquisition occurred first in time (based on
closing date). In the event that the USX Consolidated Group recognizes gain or other income as a result of the Holding Company Reorganization or Distribution being taxable under any other provision of the Code due to the breach of a covenant or
representation in Article 6 of this Agreement, and both United States Steel and Marathon have breached a covenant or representation in Article 6 of this Agreement, then such gain or other income shall be allocated to the Group whose action causing
such breach occurred first in time. No portion of such gain or other income shall be allocated to the other Group. Notwithstanding the foregoing, if the Distribution is characterized as other than a distribution of the stock of United States Steel
and both United States Steel and Marathon (I) have been acquired in transactions that are presumed to violate Section 355(e) of the Code (e.g., transactions that involve acquisitions by a third party of 50 percent or more of the stock of
the relevant corporation) or (II) have breached a covenant or representation in Article 6 of this Agreement, then any gain or other income recognized as a result of the Holding Company Reorganization or Distribution being taxable under any provision
of the Code shall be allocated to the Group with respect to which such gain or other income is recognized.

(4) In the event that the USX Consolidated
Group recognizes gain or other income as a result of the Holding Company Reorganization or Distribution being taxable, and no covenant or representation in Article 6 of this Agreement has been breached and neither United States Steel nor Marathon
has been acquired in a transaction that is presumed to violate Section 355(e) of the Code, then any gain or other income shall be allocated to the Group with respect to which such gain or other income is recognized.

STYLE="margin-top:12px;margin-bottom:0px">(E) Taxes Relating to Sale of Delhi Stock Group. In the event that the tax liability of the USX Consolidated Group is adjusted as a result of an adjustment to the
taxable gain or loss on the sale of the Delhi Stock Group or as the result of adjustments to Tax Items allocated to entities within the Delhi Stock Group, the United States Steel Stock Group’s share of such tax liability shall be 39%. The
Marathon Stock Group’s share shall be the remaining portion.

(F) Excess Loss Accounts and Deferred Intercompany Gains. Any tax liability resulting
from the existence of any excess loss accounts or deferred intercompany gains immediately before the Distribution shall be allocated to the Group to which it relates and shall not be treated as a Tax relating to the Distribution under
Section 4.02(a)(i)(D) of this Agreement. For purposes of this Agreement, an excess loss account shall relate to the Group which immediately before the Distribution owned the stock to which such excess loss account was attributable, and a
deferred intercompany gain shall relate to the Group which immediately before the Distribution owned the entity whose gain was deferred.

(G) Offsets to
Refund Claims. Any tax liability that otherwise would be precluded by the relevant statute of limitations which is applied as an offset to a refund claim shall be allocated to the Group whose Tax Items are included on such refund claim. In the event
that a refund claim is filed which includes Tax Items of both Groups, any such offsets shall be allocated first to the Group whose Tax Items generated such offset and then to the other Group.

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