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USX to Complete Previously Announced Spin-Off of its Steel Business

PRNewswire
PITTSBURGH
12.31.2001

USX Chairman and CEO Thomas J. Usher confirmed today that the previously announced plan to spin off its wholly owned subsidiary, United States Steel Corporation (NYSE: X) will be effective at 11:59 p.m. on December 31, 2001. USX Corporation stockholders had overwhelmingly approved the Agreement and Plan of Reorganization at a special stockholders meeting held in October.

As previously announced, USX has received a private letter ruling from the Internal Revenue Service confirming that the spin-off of United States Steel Corporation will be tax free to USX and the holders of its common stock. Immediately preceding the separation, United States Steel LLC will be converted into a corporation named United States Steel Corporation (U. S. Steel), and all subsidiaries of United States Steel LLC will become subsidiaries of United States Steel Corporation. U. S. Steel will be headquartered in Pittsburgh.

Upon the effectiveness of the separation, each share of USX-U. S. Steel Group Common Stock will be converted into the right to receive one share of United States Steel Corporation common stock. Stockholders of record will be receiving letters of transmittal and instructions concerning the procedures for exchanging their share certificates.

USX-Marathon Group Common Stock will remain outstanding as the sole common stock of USX Corporation, which will change its name to Marathon Oil Corporation (NYSE: MRO), and will continue to own and operate the remaining energy business of Marathon Oil Company. Marathon's headquarters will be in Houston.

In addition, upon the effectiveness of the separation, all outstanding shares of 6.50% Cumulative Convertible Preferred Stock of USX Corporation will be converted into the right to receive $50.00 in cash plus accrued but unpaid dividends, and all outstanding 6.75% Convertible Quarterly Income Preferred Securities of USX Capital Trust I (QUIPS) will be redeemed at their face value plus accrued but unpaid distributions. Holders of record of these issues will be receiving letters of transmittal and instructions concerning the procedures for redeeming their shares. The 8.75% Cumulative Monthly Income Preferred Share, Series A, of USX Capital LLC (MIPS) had previously been called for redemption at the close of business today at their face value plus accrued but unpaid dividends.

Usher, who has served as chairman of the board of USX since 1995, will become chairman, CEO and president of United States Steel Corporation and non- executive chairman of Marathon Oil Corporation.

"We are enthusiastic about the separation and believe it will allow the two companies to focus on their core businesses and to make the critical acquisitions and investments necessary to grow each business," Usher said. "United States Steel Corporation and Marathon Oil Corporation are now well positioned to succeed and prosper."

(For more information on U. S. Steel, visit our Website at http://www.usx.com/ or http://www.ussteel.com/.)

Visit USX Corporation's web site at http://www.usx.com/. USX Corporation press releases are available through Company News On-Call at http://www.prnewswire.com/gh/cnoc/comp/929150.html; or at http://www.prnewswire.com/gh/cnoc/comp/133204.html.

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SOURCE: USX Corporation

Contact: John Armstrong, +1-412-433-6792, or Mike Dixon,
+1-412-433-6860, both of USX

Website: http://www.usx.com/
http://www.ussteel.com/

Company News On-Call: http://www.prnewswire.com/comp/929150.html

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