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USX Corporation Reports Fourth Quarter And Full Year 2000 Marathon Group Results

PRNewswire
PITTSBURGH
01.24.2001

USX-Marathon Group (NYSE: MRO) today issued the following:

                             Earnings Highlights
             (Dollars in millions except per diluted share data)

                                     4Q      4Q     2000     1999
                                    2000    1999
  Net income adjusted
   for special items                $386    $148   $1,308     $434
    - per diluted share            $1.25   $0.47    $4.20    $1.40
  Net income (loss)                $(310)   $171     $432     $654

  Net income (loss)
   per diluted share              $(1.00)  $0.55    $1.39    $2.11

  Revenues and Other Income       $8,046  $7,295  $33,846  $23,707

USX-Marathon Group's (NYSE: MRO) net income adjusted for special items was $386 million, or $1.25 per diluted share, in fourth quarter 2000, compared with adjusted net income of $148 million, or 47 cents per diluted share, in fourth quarter 1999.

The Marathon Group recorded a fourth quarter 2000 net loss of $310 million, or $1.00 per diluted share compared to net income of $171 million or 55 cents per diluted share in the fourth quarter of 1999. Included in fourth quarter 2000 results were after-tax net charges totaling $696 million, including a $586 million non-cash adjustment related to the formation of a joint venture with Kinder Morgan, oil and gas non-cash property impairments amounting to $115 million, and restructuring charges of $44 million including a pension settlement loss and benefit accrual, partially offset by a non-cash deferred tax benefit of $30 million and by net gains on asset dispositions of $19 million. The 1999 results included a $23 million favorable adjustment to deferred federal income taxes related to the outcome of a United States Tax Court case.

The Marathon Group reported 2000 net income adjusted for special items of $1.3 billion, or $4.20 per diluted share.

For the year 2000, the Marathon Group recorded net income of $432 million, or $1.39 per diluted share. Special items for the year reduced net income by $876 million, including the fourth quarter special items discussed above, an unfavorable $235 million one-time, non-cash deferred tax charge, and a partial offset from a $55 million after-tax gain on sale of assets. Net income for the year 1999 was $654 million, or $2.11 per diluted share and included a favorable inventory market valuation reserve adjustment and an adjustment related to the outcome of a United States Tax Court case, partially offset by net losses from the sale of Scurlock Permian LLC, Carnegie Natural Gas Company and certain oil and gas producing properties. The net favorable after-tax effect of 1999 special items was $220 million.

Marathon Group revenues were $8.0 billion in fourth quarter 2000 and $33.8 billion for the year, compared with $7.3 billion and $23.7 billion in the same periods of 1999.

Commenting on 2000 performance, USX Corporation Board Chairman Thomas J. Usher said, "Consistently strong worldwide liquid hydrocarbon and natural gas prices combined with solid Midwest refined product margins paved the way for significantly improved operating results. During 2000, Marathon initiated a restructuring program for its upstream business which contributes to an overall workforce reduction of 24%, compared to the previous year. Marathon also disposed of non-core operating assets and increased its ownership interests in key strategic areas. In the fourth quarter, Marathon recognized a $58 million pre-tax gain upon completion of the Sakhalin property exchange with Shell and received interests in the Foinaven and Ursa fields located respectively in the U.K. Atlantic Margin area and Gulf of Mexico."

Income for Marathon's reportable segments was $723 million in fourth quarter 2000 and $2.8 billion for the year 2000, compared with $373 million and $1.3 billion in the same periods of 1999.

Worldwide exploration and production (upstream) segment income totaled $405 million in fourth quarter 2000 and $1.5 billion for the year, compared with $257 million and $618 million in the same periods of 1999.

Domestic upstream income was $332 million in fourth quarter 2000 and $1.1 billion for the year, compared with $195 million and $494 million in the same periods of 1999. International upstream income was $73 million in fourth quarter 2000 and $420 million for the year, compared with income of $62 million and $124 million in the same periods of 1999. The worldwide increases in both the fourth quarter and the year were primarily the result of significantly improved liquid hydrocarbon and natural gas prices.

Refining, marketing and transportation (downstream) segment income was $305 million in fourth quarter 2000 and $1.3 billion for the year, versus $102 million and $611 million in the comparable periods of 1999. Usher noted, "Marathon Ashland Petroleum's (MAP) third year of operations was its best. Refining margins remained strong in the fourth quarter and overshadowed lower retail margins. In the fourth quarter, MAP disposed of 134 non-core Speedway SuperAmerica units, recognizing a fourth quarter pre-tax gain of $18 million."

Other energy related businesses segment income was $13 million in fourth quarter 2000 and $38 million for the year, compared with $14 million and $61 million in the same periods of 1999. The 1999 results included the second quarter reversal of pipeline abandonment accruals of $10 million.

In November 2000, the Marathon Group indicated that it would be revising downward its estimate of proved developed and undeveloped oil and gas reserves by approximately 100 million barrels of oil equivalent (BOE). As a result of recently completed more detailed reserve analysis, at year end 2000 Marathon revised downward its estimate of proved developed and undeveloped oil and gas reserves by 167 million BOE. These revisions are principally in Canada, the North Sea and United States and are the result of production performance and disappointing drilling results.

Year 2001 production is expected to average 430,000 BOE per day. In the first quarter 2001, production is expected to average 425,000 BOE per day split evenly between liquid hydrocarbons and natural gas, excluding the planned acquisition of Pennaco Energy, Inc., announced on December 22, 2000.

On December 28, 2000, Marathon signed a Definitive Agreement to form a joint venture with Kinder Morgan Energy Partners. In forming the joint venture, Marathon contributed portions of its Yates production operations while Kinder Morgan contributed the interest in Yates that it purchased from Marathon before year-end, portions of its Sacroc assets and carbon dioxide reserves. Marathon holds an 85% interest in the combined entity which offers synergies involving carbon dioxide enhanced recovery techniques. The joint venture commenced operations in January 2001.

This release contains forward-looking statements with respect to timing and levels of Marathon's worldwide liquid hydrocarbon and natural gas production, and the proposed acquisition of Pennaco Energy, Inc. Some factors that could potentially affect the drilling program and worldwide liquid hydrocarbon and natural gas production include pricing, supply and demand for petroleum products, amount of capital available for exploration and development, regulatory constraints, timing of commencing production from new wells, drilling rig availability, the proposed acquisition of Pennaco Energy, Inc., future acquisitions of producing properties, and other geological, operating and economic considerations. Some factors that would affect the Pennaco acquisition are resolution of lawsuits involving the Pennaco tender offer, completion of tender offer for Pennaco, and successful completion of customary closing conditions. In accordance with the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, USX has included in Form 10-K for the year ended December 31, 1999, and subsequent Form 10-Q's and Form 8-K's, cautionary statements identifying important factors, but not necessarily all factors, that could cause actual results to differ materially from those set forth in the forward-looking statements.

A Statement of Operations and Preliminary Supplemental Statistics for the Marathon Group and a consolidated Statement of Operations for USX Corporation are attached.

The company will conduct a conference call on fourth quarter earnings on Wednesday, January 24 at 10 a.m. EST. To listen to the webcast of the conference call, visit the USX website, http://www.usx.com/ and click on the "Marathon Group" button, then the "Investor Services" button. Replays of the webcast will be available through February 1.

For more information on USX Corporation and Marathon Group, visit our websites at http://www.usx.com/ or http://www.marathon.com/ .

Visit USX Corporation's web site at http://www.usx.com/. USX Corporation press releases are available through Company News On-Call by fax, 800-758-5804, ext. 929150, or at http://www.prnewswire.com/comp/929150.html; or by fax, 800-758-5804, ext. 133204, or at http://www.prnewswire.com/comp/133204.html.

                      MARATHON GROUP OF USX CORPORATION
                     STATEMENT OF OPERATIONS (Unaudited)
                     -----------------------------------


                           Fourth Quarter                   Year
                                  Ended                       Ended
                            December 31                 December 31
  (Dollars in millions,
    except per share
    amounts)                2000         1999*         2000         1999*
  -----------------------------------------------------------------------
  REVENUES AND OTHER INCOME:
   Revenues               $8,879        $7,250      $34,474       $23,590
   Dividend and investee
    income                    39            11          107            69
   Net gains (losses)
    on disposal of assets   (880)           17         (785)            -
   Gain on ownership
    change in Marathon
    Ashland
    Petroleum LLC              3             6           12            17
   Other income                5            11           38            31
                          ------        ------       ------        ------
    Total revenues and
     other income          8,046         7,295       33,846        23,707
                          ------        ------       ------        ------
  COSTS AND EXPENSES:
   Cost of revenues
   (excludes items
   shown below)            6,530         5,368       25,464        16,653
   Selling, general
    and administrative
    expenses                 216           111          625           486
   Depreciation,
    depletion and
    amortization             518           272        1,245           950
   Taxes other than
    income taxes           1,152         1,118        4,626         4,218
   Exploration expenses       96            76          238           238
   Inventory market
    valuation credits          -             -            -          (551)
                          ------        ------       ------        ------
    Total costs and
     expenses              8,512         6,945       32,198        21,994
                          ------        ------       ------        ------
  INCOME (LOSS) FROM
   OPERATIONS               (466)          350        1,648         1,713
  Net interest and
   other financial costs      44            70          236           288
  Minority interest in
   income of Marathon
   Ashland Petroleum LLC     125            42          498           447
                          ------        ------       ------        ------
  INCOME (LOSS) BEFORE
   INCOME TAXES             (635)          238          914           978
  Provision (credit)
   for estimated income
   taxes                    (325)           67          482           324
                           ------       ------       ------        ------
  NET INCOME (LOSS)        $(310)         $171         $432          $654
                           ======       ======       ======        ======
  MARATHON STOCK DATA:
   Net income (loss)
    per share -- basic
    and diluted           $(1.00)         $.55        $1.39         $2.11

  Dividends paid per share   .23           .21          .88           .84

  Weighted average shares, in thousands
   - Basic               309,930       311,289      311,531       309,696
   - Diluted             309,930       311,553      311,761       310,010

  * Certain amounts have been reclassified to conform to 2000
    classifications.

  The following notes are an integral part of this financial statement.

                    MARATHON GROUP OF USX CORPORATION
                  SELECTED NOTES TO FINANCIAL STATEMENT
                  -------------------------------------

  1. The statement of operations of the Marathon Group includes the results
     of operations for the businesses of Marathon Oil Company (Marathon) and
     certain other subsidiaries of USX and a portion of USX's net financial
     costs, general and administrative costs and income taxes attributed to
     the groups in accordance with USX's accounting and tax allocation
     policies.  This statement should be read in connection with the
     consolidated statement of operations of USX.

  2. When USX acquired Marathon in March 1982, crude oil and refined product
     prices were at historically high levels.  USX established a new LIFO
     cost basis for Marathon's inventories by reference to these prices.

     Generally accepted accounting principles require that inventories be
     reported at the lower of recorded cost or current market value.
     Marathon has established an inventory market valuation (IMV) reserve to
     reduce the cost basis of its inventories to current market value.
     Quarterly adjustments to the IMV reserve result in noncash charges or
     credits to income from operations.  Decreases in market prices below
     the cost basis result in charges to income from operations.  Once a
     reserve has been established, subsequent increases in prices (up to the
     cost basis) result in credits to income from operations.

     The charges or credits to income resulting from IMV reserve adjustments
     affect the comparability of financial results from period to period.
     They also affect comparisons with other energy companies, many of which
     do not have such adjustments.  Therefore, USX reports separately the
     effects of IMV reserve adjustments on financial results.  In
     management's opinion, the effects of such adjustments should be
     considered separately when evaluating operating performance.

  3. In the fourth quarter 2000, Marathon exchanged its 37.5 percent
     interest in Sakhalin Energy Investment Company Ltd. (Sakhalin Energy)
     for certain interests in the UK Atlantic Margin area and the U.S. Gulf
     of Mexico as well as reimbursement for all Sakhalin project capital
     expenditures made in 2000.  As a result of the absence of future
     foreign source income from Sakhalin Energy, an additional valuation
     allowance of $235 million to reduce deferred federal tax benefits was
     recognized in the third quarter 2000.

  4. In the fourth quarter 2000, the Marathon Group adopted the following
     accounting pronouncements primarily related to the classification of
     items in the statement of operations.  In December 1999, the Securities
     and Exchange Commission (SEC) issued Staff Accounting Bulletin No. 101
     (SAB 101) "Revenue Recognition in Financial Statements," which
     summarizes the SEC staff's interpretations of generally accepted
     accounting principles related to revenue recognition and
     classification.  During the third quarter 2000, the Emerging Issues
     Task Force of the Financial Accounting Standards Board (EITF) issued
     EITF Consensus No. 99-19 "Reporting Revenue Gross as a Principal versus
     Net as an Agent," which addresses whether certain cost items should be
     reported as a reduction of revenue or as a component of cost of sales,
     and EITF Consensus No. 00-10 "Accounting for Shipping and Handling Fees
     and Costs," which addresses the classification of costs incurred for
     shipping goods to customers.  The adoption of these new pronouncements
     had no net effect on the financial position or results of operations of
     the Marathon Group, although they required reclassifications of certain
     amounts in the statement of operations.

  5. In December 2000, Marathon and Kinder Morgan Energy Partners, L.P.
     signed a definitive agreement to form a joint venture combining certain
     of their oil and gas producing activities in the U.S. Permian Basin,
     including Marathon's interest in the Yates Field.  This transaction
     will allow Marathon to expand its interests in the Permian Basin and
     will improve access to materials for use in enhanced recovery
     techniques in the Yates Field.  The joint venture named MKM Partners
     L.P., commenced operations in January 2001 and will be accounted for
     under the equity method of accounting.  Marathon recognized a pretax
     charge of $931 million in the fourth quarter 2000, related to the joint
     venture formation.


                    MARATHON GROUP OF USX CORPORATION
             PRELIMINARY SUPPLEMENTAL STATISTICS (Unaudited)
             -----------------------------------------------

                                 Fourth Quarter                Year
                                      Ended                    Ended
                                 December 31              December 31
   (Dollars in millions)    2000           1999      2000           1999
   -------------------------------------------------------------------------
   INCOME (LOSS) FROM OPERATIONS

   Exploration & Production ("E&P")
     Domestic               $332            $195    $1,115          $494
     International            73              62       420           124
                            -----           -----     -----         -----
      Income For E&P
       Reportable Segment    405             257     1,535           618
   Refining, Marketing
    & Transportation (a)     305             102     1,273           611
   Other Energy Related
    Businesses (b)            13              14        38            61
                            -----            -----    -----         -----
      Income For
       Reportable Segments  $723            $373    $2,846        $1,290

  Items Not Allocated To Segments:

   Administrative Expenses  $(31)           $(25)    $(136)        $(108)
   Inventory Market
    Valuation Reserve
    Adjustment                 -               -         -           551
   Gain on Ownership
    Change in MAP              3               6        12            17
   Impairment of Oil and
    Gas Properties and
    Assets Held for Sale    (197)            (16)     (197)          (16)
   Charge on formation
    of MKM Partners LP JV   (931)              -      (931)            -
   Gain/(Loss) on Disposal
    of Assets:
    Gain on disposition
     of Angus/Stellaria        -               -        87             -
    Gain on Sakhalin
     exchange                 58               -        58             -

    Loss on sale of
     Howard Glasscock Field  (39)              -       (39)            -
    Gain on sale of
     SSA non-core stores      18               -        18             -
    Other, net                 -              (3)        -           (36)
                            -----            -----    ------        ------
     Gain/(Loss) on
      Disposal of Assets      37              (3)      124           (36)

   Restructuring Charges
    including Pension
    Settlement (Loss)/
     Gain & Benefit Accruals (70)             15       (70)           15
                            -----            -----    ------        ------
     Marathon Group Income
      From Operations      $(466)           $350    $1,648        $1,713

  CAPITAL EXPENDITURES
   Exploration &
    Production              $189            $150      $742          $744
   Refining, Marketing
    & Transportation (a)     341             386       656           612
   Other (c)                  17              15        27            22
                            -----            -----     -----        -----
    Total                   $547            $551    $1,425        $1,378

  EXPLORATION EXPENSE
   Domestic                  $36             $42      $120          $134
   International              60              34       118           104
                            -----            -----     -----        -----
    Total                    $96             $76      $238          $238

  INVESTMENTS IN EQUITY
   METHOD INVESTEES - NET     $3             $23       $61          $128

  OPERATING STATISTICS

  Net Liquid Hydrocarbon
   Production (d):
   United States           130.2           148.0     131.3         144.6
   Europe                   32.6            29.4      29.3          31.6
   Other International      30.4            38.0      35.6          30.8
                           ------           ------     ------      ------
    Total Consolidated     193.2           215.4     196.2         207.0
   Equity Investees         15.9             1.9      10.8           1.1
                           ------           ------     ------      ------
    Worldwide              209.1           217.3     207.0         208.1

  Net Natural Gas Production (e):
   United States           744.4           776.7     730.7         754.7
   Europe (f)              353.4           331.5     338.2         341.9
   Other International     140.5           142.3     143.7         162.8
                           ------           ------     -------    -------
    Total Consolidated    1238.3          1250.5    1212.6        1259.4
   Equity Investee          31.1            49.1      28.8          36.3
                           -------          -------    -------    ------
    Worldwide             1269.4          1299.6    1241.4        1295.7


                    MARATHON GROUP OF USX CORPORATION
             PRELIMINARY SUPPLEMENTAL STATISTICS (Unaudited)
             -----------------------------------------------

                             Fourth Quarter                 Year
                                 Ended                      Ended
                               December 31               December 31
                           2000             1999      2000             1999
                           ------------------------------------------------

  OPERATING STATISTICS
   (continued)
  Average Equity Sales
   Prices (g) (h):
   Liquid Hydrocarbons
    (per Bbl)
    Domestic             $25.89           $21.06    $25.11           $15.44
    International         25.54            22.52     26.55            16.90
  Natural Gas (per Mcf)
   Domestic               $4.44            $2.08     $3.30            $1.90
   International           3.58             2.17      2.76             1.90

  Crude Oil Refined
   (a) (d)                857.0            824.4     900.4            888.1
  Refined Products
   Sold (a) (d)          1308.2           1320.0    1305.5           1251.1
  Matching buy/sell
   volumes included in
   refined products
   sold (a) (d)            43.1             30.2      52.2             45.0
  MAP Merchandise
   Sales (a)               $552             $543    $2,338           $2,088
                      ------------------------------------------------------

  (a) Includes MAP at 100%.  RM&T income for reportable segments includes
      Ashland's 38% interest in MAP of $117 million, $41 million, $489
      million and $242 million in the fourth quarters and years of 2000 and
      1999, respectively.
  (b) Includes domestic natural gas and crude oil marketing and
      transportation, and power generation.
  (c) Includes other energy related businesses and corporate capital
      expenditures.
  (d) Thousands of barrels per day
  (e) Millions of cubic feet per day
  (f) Includes gas acquired for injection and subsequent resale of 10.0,
      13.8, 11.3 and 19.6 mmcfd in the fourth quarters and years of 2000 and
      1999, respectively.
  (g) Prices exclude gains and losses from hedging activities.
  (h) Prices exclude equity investees and purchase/resale gas.


                 USX CORPORATION AND SUBSIDIARY COMPANIES
             CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)
             ------------------------------------------------

                                        Fourth Quarter          Year
                                             Ended              Ended
                                          December 31        December 31
  (Dollars in millions)                 2000      1999*    2000      1999*
  ------------------------------------------------------------------------
  REVENUES AND OTHER INCOME:
   Revenues                          $10,274    $8,725  $40,487   $29,068
   Dividend and investee income
   (loss)                                 18         8       99       (20)
   Net gains (losses) on disposal
    of assets                           (868)       29     (739)       21
   Gain on ownership change in Marathon
    Ashland Petroleum LLC                  3         6       12        17
   Other income                           10        10       42        33
                                      ------    ------   ------    ------
     Total revenues and other
      income                           9,437     8,778   39,901    29,119
                                      ------    ------   ------    ------
  COSTS AND EXPENSES:
   Cost of revenues (excludes items
    shown below)                       7,930     6,711   31,043    21,679
   Selling, general and administrative
    expenses                             169        54      402       203
   Depreciation, depletion and
    amortization                         656       348    1,605     1,254
   Taxes other than income taxes       1,211     1,164    4,861     4,433
   Exploration expenses                   96        76      238       238
   Inventory market valuation credits     --        --       --      (551)
                                      ------    ------   ------    ------
     Total costs and expenses         10,062     8,353   38,149    27,256
                                      ------    ------   ------    ------
  INCOME (LOSS) FROM OPERATIONS         (625)      425    1,752     1,863
  Net interest and other financial
   costs                                  74        96      341       362
  Minority interest in income of
   Marathon Ashland Petroleum LLC        125        42      498       447
                                      ------    ------   ------    ------
  INCOME (LOSS) BEFORE INCOME TAXES
   AND EXTRAORDINARY LOSSES             (824)      287      913     1,054
  Provision (credit) for estimated
   income taxes                         (375)       82      502       349
                                      ------    ------   ------    ------
  INCOME (LOSS) BEFORE EXTRAORDINARY
   LOSSES                               (449)      205      411       705
  Extraordinary losses on extinguishment
   of debt, net of income tax             --        --       --         7
                                      ------    ------   ------    ------
  NET INCOME (LOSS)                     (449)      205      411       698
  Dividends on preferred stock             2         2        8         9
                                      ------    ------   ------    ------
  NET INCOME (LOSS) APPLICABLE TO
   COMMON STOCKS                       $(451)     $203     $403      $689
                                      ======    ======   ======    ======

  *Certain amounts have been reclassified to conform to 2000
    classifications.

                 USX CORPORATION AND SUBSIDIARY COMPANIES
       CONSOLIDATED STATEMENT OF OPERATIONS (Continued) (Unaudited)
                         INCOME PER COMMON SHARE
  --------------------------------------------------------------------------

                                         Fourth Quarter           Year
                                             Ended                Ended
                                          December 31          December 31
  (Dollars in millions, except per
   share amounts)                       2000      1999       2000      1999
  --------------------------------------------------------------------------
  APPLICABLE TO MARATHON STOCK:

   Net income (loss)                   $(310)     $171       $432      $654
    - Per share - basic and
       diluted                         (1.00)      .55       1.39      2.11

   Dividends paid per share              .23       .21        .88       .84

   Weighted average shares, in
    thousands
    - Basic                          309,930   311,289    311,531   309,696
    - Diluted                        309,930   311,553    311,761   310,010

  APPLICABLE TO STEEL STOCK:

   Income (loss) before
    extraordinary losses              $(141)      $32       $(29)      $42
    - Per share - basic and diluted   (1.59)      .35       (.33)      .48

   Extraordinary losses, net of
    income tax                           --        --         --         7
    - Per share - basic and
       diluted                           --        --         --       .08

   Net income (loss)                  $(141)      $32       $(29)      $35
    - Per share - basic and
       diluted                        (1.59)      .35       (.33)      .40

   Dividends paid per share             .25       .25       1.00      1.00

   Weighted average shares, in thousands
    - Basic                          88,788    88,419     88,613    88,392
    - Diluted                        88,788    88,428     88,613    88,396


  The following notes are an integral part of this financial statement.

                 USX CORPORATION AND SUBSIDIARY COMPANIES
                  SELECTED NOTES TO FINANCIAL STATEMENT
                 ----------------------------------------

  1. When USX acquired Marathon in March 1982, crude oil and refined product
     prices were at historically high levels.  USX established a new LIFO
     cost basis for Marathon's inventories by reference to these prices.

     Generally accepted accounting principles require that inventories be
     reported at the lower of recorded cost or current market value.
     Marathon has established an inventory market valuation (IMV) reserve to
     reduce the cost basis of its inventories to current market value.
     Quarterly adjustments to the IMV reserve result in noncash charges or
     credits to income from operations.  Decreases in market prices below
     the cost basis result in charges to income from operations.  Once a
     reserve has been established, subsequent increases in prices (up to the
     cost basis) result in credits to income from operations.

     The charges or credits to income resulting from IMV reserve adjustments
     affect the comparability of financial results from period to period.
     They also affect comparisons with other energy companies, many of which
     do not have such adjustments.  Therefore, USX reports separately the
     effects of IMV reserve adjustments on financial results.  In
     management's opinion, the effects of such adjustments should be
     considered separately when evaluating operating performance.

  2. In 1999, USX irrevocably deposited with a trustee the entire
     5.5 million common shares it owned in RTI International Metals (RTI).
     The deposit of the shares resulted in the satisfaction of USX's
     obligation under its 6-3/4% Exchangeable Notes (indexed debt) due
     February 1, 2000.  Under the terms of the indenture, the trustee
     exchanged one RTI share for each note at maturity; therefore, none
     reverted back to USX.

     As a result of the above transaction, USX recorded in the first quarter
     of 1999 an extraordinary loss of $5 million, net of a $3 million income
     tax benefit, representing prepaid interest expense and the write-off of
     unamortized debt issue costs, and a pretax charge of $22 million,
     representing the difference between the carrying value of the
     investment in RTI and the carrying value of the indexed debt, which is
     included in net gains (losses) on disposal of assets.

     Additionally, a $13 million credit to adjust the indexed debt to
     settlement value at March 31, 1999, is included in net interest and
     other financial costs.

     In December 1996, USX had issued the $117 million of notes indexed to
     the common share price of RTI.  At maturity, USX would have been
     required to exchange the notes for shares of RTI common stock, or
     redeem the notes for the equivalent amount of cash.  Since USX's
     investment in RTI was attributed to the U. S. Steel Group, the indexed
     debt was also attributed to the U. S. Steel Group.  USX had a 26%
     investment in RTI and accounted for its investment using the equity
     method of accounting.

     Republic Technologies International, LLC, an equity method affiliate of
     USX, recorded in the third quarter of 1999 an extraordinary loss
     related to the early extinguishment of debt.  As a result, USX recorded
     an extraordinary loss of $2 million, net of a $1 million income tax
     benefit, representing its share of the extraordinary loss.

  3. In August 1999, USX and Kobe Steel, Ltd. (Kobe Steel) completed a
     transaction that combined the steelmaking and bar producing assets of
     USS/Kobe Steel Company (USS/Kobe) with companies controlled by
     Blackstone Capital Partners II.  The combined entity was named Republic
     Technologies International, LLC (Republic).  As a result of this
     transaction, USX recorded $47 million in charges related to the
     impairment of the carrying value of its investment in USS/Kobe and
     costs related to the formation of Republic.  These charges were
     included in dividend and investee income (loss) in 1999.  In addition,
     USX made a $15 million equity investment in Republic.  USX owned 50% of
     USS/Kobe and now owns 16% of Republic.  USX accounts for its investment
     in Republic under the equity method of accounting.  The seamless pipe
     business of USS/Kobe was excluded from this transaction.  That
     business, now known as Lorain Tubular Company LLC, is a wholly owned
     subsidiary of USX.

  4. In the fourth quarter 2000, Marathon exchanged its 37.5 percent
     interest in Sakhalin Energy Investment Company Ltd. (Sakhalin Energy)
     for certain interests in the UK Atlantic Margin area and the U.S. Gulf
     of Mexico as well as reimbursement for all Sakhalin project capital
     expenditures made in 2000.  As a result of the absence of future
     foreign source income from Sakhalin Energy, an additional valuation
     allowance of $235 million to reduce deferred federal tax benefits was
     recognized in the third quarter 2000.

  5. In the fourth quarter 2000, USX adopted the following accounting
     pronouncements primarily related to the classification of items in the
     statement of operations.  In December 1999, the Securities and Exchange
     Commission (SEC) issued Staff Accounting Bulletin No. 101 (SAB 101)
     "Revenue Recognition in Financial Statements," which summarizes the SEC
     staff's interpretations of generally accepted accounting principles
     related to revenue recognition and classification.  During the third
     quarter 2000, the Emerging Issues Task Force of the Financial
     Accounting Standards Board (EITF) issued EITF Consensus No. 99-19
     "Reporting Revenue Gross as a Principal versus Net as an Agent," which
     addresses whether certain cost items should be reported as a reduction
     of revenue or as a component of cost of sales, and EITF Consensus
     No. 00-10 "Accounting for Shipping and Handling Fees and Costs," which
     addresses the classification of costs incurred for shipping goods to
     customers.  The adoption of these new pronouncements had no net effect
     on the financial position or results of operations of USX, although
     they required reclassifications of certain amounts in the statement of
     operations.

  6. In November 2000, USX acquired U. S. Steel Kosice s.r.o. (USSK), which
     is located in the Slovak Republic.  USSK was formed to hold the steel
     operations and related assets of VSZ a.s (VSZ), a diversified Slovak
     corporation.  The cash purchase price was $69 million.  Additional
     payments to VSZ of not less than $25 million and up to $75 million are
     contingent upon the future performance of USSK.  Additionally,
     $325 million of debt was included with the acquisition.  The
     acquisition was accounted for under the purchase method of accounting.
     The 2000 results of operations include the operations of USSK
     commencing November 24, 2000.

     Prior to this transaction, USX and VSZ were equal partners in VSZ U. S.
     Steel s.r.o. (VSZUSS), a tin mill products manufacturer.  The assets of
     USSK included VSZ's interest in VSZUSS.  The acquisition of the
     remaining interest in VSZUSS was accounted for under the purchase
     method of accounting.  Previously, USX had accounted for its investment
     in VSZUSS under the equity method of accounting.

  7. In December 2000, Marathon and Kinder Morgan Energy Partners, L.P.
     signed a definitive agreement to form a joint venture combining certain
     of their oil and gas producing activities in the U.S. Permian Basin,
     including Marathon's interest in the Yates Field.  This transaction
     will allow Marathon to expand its interests in the Permian Basin and
     will improve access to materials for use in enhanced recovery
     techniques in the Yates Field.  The joint venture named MKM Partners
     L.P., commenced operations in January 2001 and will be accounted for
     under the equity method of accounting.  Marathon recognized a pretax
     charge of $931 million in the fourth quarter 2000, related to the joint
     venture formation.

SOURCE: USX-Marathon Group

Contact: William E. Keslar or Don H. Herring, both of USX Corporation,
412-433-6870

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