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These excerpts taken from the MRO 10-K filed Feb 29, 2008. WITH THE SEPARATION SECTION 6.01. Representations of Marathon Tax Group. Marathon and each other member of the Marathon Tax Group represent to United States Steel and each member of the United States Steel Tax Group that, as of the date of this Agreement, there is no plan or intention to (i) liquidate Marathon or its wholly-owned subsidiary, Marathon Oil Company (“MOC”), (ii) sell or otherwise dispose of the assets of Marathon, MOC, or any other member of the Marathon Tax Group subsequent to the Distribution, except in the ordinary course of business, or to merge Marathon with another entity other than mergers occurring in connection with an acquisition by Marathon in pursuance of the business purpose discussed in the Ruling and Ruling Documents, (iii) take any action inconsistent with the information and representations furnished by USX in connection with the Ruling, (iv) purchase stock of Marathon other than in accordance with the requirements of Revenue Procedure 96-30 and in conformity with the representations furnished by Marathon in connection with the Ruling, or (v) enter into any negotiations, agreements or arrangements with respect to transactions or events (including, without limitation, stock issuances, pursuant to the exercise of options or otherwise, option grants, capital contributions or acquisitions, or a series of such transactions or events) that may cause the Distribution to be treated under Section 355(e) of the Code as part of a plan pursuant to which one or more persons acquire, directly or indirectly, stock of Marathon or United States Steel representing a “50-percent or greater interest” therein within the meaning of Section 355(d)(4) of the Code. SECTION 6.02. Representations of United States Steel Tax Group. United States Steel and each other member of the United States Steel Tax Group represent to Marathon and each member of the Marathon Tax Group that, as of the date of this Agreement, there is no plan or intention to (i) liquidate United States Steel, (ii) sell or otherwise dispose of the assets of United States Steel or any other member of the United States Steel Tax Group subsequent to the Distribution, except in the ordinary course of business, or to merge United States Steel with another entity other than mergers occurring in connection with an acquisition by United States Steel in pursuance of the business purpose discussed in the Ruling and Ruling Documents, (iii) take any action inconsistent with the information and representations furnished by USX in connection with the Ruling, (iv) purchase stock of United States Steel other than in accordance with the requirements of Revenue Procedure 96-30 and in conformity with the representations furnished by United States Steel in connection with the Ruling, or (v) enter into any negotiations, agreements or arrangements with respect to transactions or events (including, without limitation, stock issuances, pursuant to the exercise of options or otherwise, option grants, capital contributions or acquisitions, or a series of such transactions or events) that may cause the Distribution to be treated under Section 355(e) of the Code as part of a plan pursuant to which one or more persons acquire, directly or indirectly, stock of Marathon or United States Steel representing a “50-percent or greater interest” therein within the meaning of Section 355(d)(4) of the Code. SECTION 6.03. Representations of Marathon Tax Group and United States Steel Tax Group regarding USX Shareholders. Marathon and each other member of the Marathon Tax Group and United States Steel and each other member of the United States Steel Tax Group represent that it is not aware of any
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plan or intention by any five percent USX Shareholder and, to its best knowledge, is not aware of any plan or intention on the part of any particular remaining USX Shareholder or USX securityholder to sell, exchange, transfer by gift, or otherwise dispose of any of their stock in, or securities of, Marathon or United States Steel after the Distribution other than the redemption of the 6.5% preferred stock of USX and the Quarterly Income Preferred Securities in connection with the Distribution. SECTION 6.04. Marathon Tax Group Covenants. Marathon and each other member of the Marathon Tax Group covenant to United States Steel and each member of the United States Steel Tax Group that (i) during the Two-Year Period, Marathon shall continue the active conduct of a trade or business, within the meaning of Section 355 of the Code and the regulations promulgated thereunder, that had been conducted throughout the five-year period prior to the Distribution, (ii) during the Two-Year Period, Marathon and MOC shall not liquidate, (iii) during the Two-Year Period, Marathon shall not sell, exchange, distribute, or otherwise dispose of the assets of Marathon, MOC or any other member of the Marathon Tax Group, except in the ordinary course of business, and shall not merge Marathon with another entity other than mergers occurring in connection with an acquisition by Marathon in pursuance of the business purpose discussed in the Ruling and Ruling Documents, (iv) no member of the Marathon Tax Group shall purchase stock of Marathon, other than in accordance with Revenue Procedure 96-30 and in conformity with the representations furnished by Marathon in connection with the Tax Ruling, and (v) on or after the Distribution Date, Marathon shall not enter into any transaction or make any change in equity structure (including without limitation, stock issuances, pursuant to the exercise of options or otherwise, option grants, capital contributions or acquisitions, or a series of such transactions or events) that may cause the Distribution to be treated under Section 355(e) of the Code as part of a plan pursuant to which one or more persons acquire, directly or indirectly, stock of Marathon or United States Steel representing a “50-percent or greater interest” therein within the meaning of Section 355(d)(4) of the Code. SECTION 6.05. United States Steel Tax Group Covenants. United States Steel and each other member of the United States Steel Tax Group covenant to Marathon and each member of the Marathon Tax Group that (i) during the Two-Year Period, United States Steel shall continue the active conduct of a trade or business, within the meaning of Section 355 of the Code and the regulations promulgated thereunder, that had been conducted throughout the five-year period prior to the Distribution, (ii) during the Two-Year Period, United States Steel shall not liquidate, (iii) during the Two-Year Period, United States Steel shall not sell, exchange, distribute, or otherwise dispose of the assets of United States Steel or any other member of the United States Steel Tax Group, except in the ordinary course of business, and shall not merge United States Steel with another entity other than mergers occurring in connection with an acquisition by United States Steel in pursuance of the business purpose discussed in the Ruling and Ruling Documents, (iv) no member of the United States Steel Tax Group shall purchase stock of United States Steel, other than in accordance with Revenue Procedure 96-30 and in conformity with the representations furnished by United States Steel in connection with the Tax Ruling, and (v) on or after the Distribution Date, United States Steel shall not enter into any transaction or make any change in equity structure (including without limitation, stock issuances, pursuant to the exercise of options or otherwise, option grants, capital contributions or acquisitions, or a series of such transactions or events) that may cause the Distribution to be treated under Section 355(e) of the Code as part of a plan pursuant to
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which one or more persons acquire, directly or indirectly, stock of Marathon or United States Steel representing a “50-percent or greater interest” therein within the meaning of Section 355(d)(4) of the Code. The Separation On December 31, 2001, pursuant to an Agreement and Plan of Reorganization dated as of July 31, 2001, Marathon completed the Separation, in which:
As a result of the Separation, Marathon and United States Steel are separate companies and neither has any ownership interest in the other. In connection with the Separation and pursuant to the Plan of Reorganization, Marathon and United States Steel have entered into a series of agreements governing their relationship after the Separation and providing for the allocation of tax and certain other liabilities and obligations arising from periods before the Separation. The following is a description of the material terms of two of those agreements. WITH THE SEPARATION Marathon and each United of any
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SECTION 6.04. Marathon Tax Group Covenants. Marathon and each other member of the Marathon Tax Group covenant to United States Steel and each member of the United States Steel Tax Group that United States Steel
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This excerpt taken from the MRO 10-Q filed Nov 4, 2005. The
Separation – On December 31, 2001, in a tax-free
distribution to holders of Marathon’s USX—U. S. Steel Group class of common
stock (“Steel Stock”), Marathon exchanged the common stock of its wholly owned
subsidiary United States Steel Corporation (“United States Steel”) for all
outstanding shares of Steel Stock on a one-for-one basis (the “Separation”).
This excerpt taken from the MRO 10-Q filed Aug 8, 2005. The Separation – On December
31, 2001, in a tax-free distribution to holders of Marathon’s USX—U. S. Steel
Group class of common stock (“Steel Stock”), Marathon exchanged the common
stock of its wholly owned subsidiary United States Steel Corporation (“United
States Steel”) for all outstanding shares of Steel Stock on a one-for-one basis
(the “Separation”).
This excerpt taken from the MRO 10-Q filed May 9, 2005. The Separation –
On December 31, 2001, in a tax-free distribution to holders of Marathon’s
USX—U. S. Steel Group class of common stock (“Steel Stock”), Marathon exchanged
the common stock of its wholly owned subsidiary United States Steel Corporation
(“United States Steel”) for all outstanding shares of Steel Stock on a
one-for-one basis (the “Separation”).
This excerpt taken from the MRO 10-K filed Mar 10, 2005. The Separation On December 31, 2001, pursuant to an Agreement and Plan of Reorganization dated as of July 31, 2001 ("Reorganization Agreement"), Marathon completed the Separation, in which:
As a result of the Separation, Marathon and United States Steel are separate companies, and neither has any ownership interest in the other. Thomas J. Usher is the non-executive chairman of the board of both companies, and, as of December 31, 2004, four of the ten remaining members of Marathon's board of directors are also directors of United States Steel. 16 In connection with the Separation and pursuant to the Plan of Reorganization, Marathon and United States Steel have entered into a series of agreements governing their relationship after the Separation and providing for the allocation of tax and certain other liabilities and obligations arising from periods before the Separation. The following is a description of the material terms of two of those agreements. This excerpt taken from the MRO DEF 14A filed Mar 10, 2005. The Separation On December 31, 2001, Marathon disposed of its steel business through a tax-free distribution of the common stock of its wholly-owned subsidiary United States Steel to holders of USX-U.S. Steel Group common stock in exchange for all outstanding shares of USX-U.S. Steel Group common stock on a one-for-one basis. As a result, Marathon and United States Steel entered into a number of agreements governing their future relationship. | EXCERPTS ON THIS PAGE:
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