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USX Corporation Reports Record Marathon Group Second Quarter 2001 Results

PRNewswire
PITTSBURGH
07.23.2001

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

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

                                                   2Q 2001        2Q 2000

  Net income                                          $582           $367
  Net income per diluted share                       $1.88          $1.18
  Revenues                                          $9,176         $8,710

USX-Marathon Group (NYSE: MRO) reported net income of $582 million, or $1.88 per diluted share, in the second quarter of 2001, compared with net income of $367 million, or $1.18 per diluted share, in the second quarter of 2000.

USX Corporation Board Chairman Thomas J. Usher said, "This record second quarter was primarily led by strong downstream margins coupled with higher upstream earnings in comparison to second quarter 2000 results. However, upstream results declined from first quarter 2001 due primarily to lower natural gas prices and lower volumes related to lower crude oil liftings and reduced natural gas demand due to seasonal factors. Downstream refining margins also ended the quarter sharply lower due to increasing refined product inventories."

Marathon Group revenues were $9.2 billion in second quarter 2001 compared to $8.7 billion in second quarter 2000.

Income for Marathon's reportable segments was $1,311 million in second quarter 2001 versus $885 million in second quarter 2000.

Worldwide exploration and production (upstream) segment income totaled $459 million in second quarter 2001 compared to $356 million in second quarter 2000.

Domestic upstream income was $374 million in second quarter 2001 compared to $277 million in second quarter 2000. The increase was primarily due to higher natural gas prices compared to second quarter 2000, along with additional natural gas production resulting from the Pennaco acquisition, partially offset by increased depreciation and decreased liquid hydrocarbon volumes and prices. Additionally, second quarter 2001 results included a $78 million net gain from derivative activities primarily related to Pennaco production.

International upstream income was $85 million in second quarter 2001 compared to $79 million in second quarter 2000.

USX Corporation Board Chairman Thomas J. Usher commented, "Marathon continues to enhance the value of its existing assets and to pursue new core areas and expansion of its global portfolio. Most recently, the company was selected to participate in Saudi Arabia's natural gas initiative, qualifying for a 20 percent interest in the Core Venture 2 integrated natural gas project in the Red Sea area. This project includes development of natural gas resources in northwest Saudi Arabia, power and desalination facilities in that region and exploration in the northern Red Sea." The next phase is project definition in which the companies involved and the Saudi government will define the technical scope of the venture as well as the commercial, legal, financial and regulatory regimes that will govern them.

Marathon's third quarter and full year 2001 production is expected to be approximately 392 and 420 thousand barrels of oil equivalent per day, respectively. The full year estimate reflects reduced heavy oil investment in Canada, a higher than expected level of asset sales and delays in new project start-ups.

Refining, marketing and transportation (downstream) segment income was $842 million in second quarter 2001 compared to $529 million in second quarter 2000 reflecting a higher refining and wholesale marketing margin, partially offset by a lower Speedway SuperAmerica LLC (SSA) gasoline and distillate gross margin. The downstream income equates to earning approximately 10.9 cents per gallon of sales after income taxes on all refining, marketing, merchandise and transportation activities.

In June 2001, Marathon Ashland Petroleum LLC (MAP) acquired an interest in approximately 50 convenience stores located in Indiana and Michigan from Welsh, Inc. The acquisition of these retail outlets increases MAP's presence in these markets and should provide more than 80 million gallons of new annual gasoline sales.

MAP is targeting a third quarter closing on a combination to create the largest nationwide travel center network, which includes the travel center operations of SSA, MAP's wholly owned subsidiary, and those of Pilot Corporation. MAP will have a 50 percent interest in the new company, Pilot Travel Centers LLC.

MAP is also working to improve its logistics network and has been designated operator of the Centennial Pipeline, owned jointly by CMS Energy Corporation, MAP, and TEPPCO Partners, L.P. All of the permits and rights-of- way have been obtained for the new pipeline, which will connect Gulf Coast refiners with the Midwest market. The Centennial Pipeline system is expected to be operational in first quarter 2002.

This release contains forward-looking statements with respect to the timing and levels of Marathon's worldwide liquid hydrocarbon and natural gas production, the expected successful completion and timing of the retail marketing transaction, and the expected completion of the Centennial Pipeline system. Some factors that could potentially affect 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 and other geological, operating and economic considerations. Some factors which affect the successful completion of the retail marketing transaction are the closing of definitive agreements, obtaining the necessary financing and the receipt of government and other third party approvals. Some factors which could impact the Centennial Pipeline system include delivery of equipment and materials, contractor performance and unforeseen hazards such as weather 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, 2000, in Form 10-Q for the quarter ended March 31, 2001, and in subsequent 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 second quarter earnings on Monday, July 23 at 1 p.m. EDST. 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 July 30.

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

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

                                     Second Quarter      Six Months
                                         Ended              Ended
  (Dollars in millions, except          June 30            June 30
   per share amounts)               2001      2000     2001      2000

  REVENUES AND OTHER INCOME:
    Revenues                       $9,121   $8,680   $17,741   $16,419
    Dividend and investee income       39       17        72        28
    Net gains on disposal of assets     7        2        22        94
    Other income                        9       11        76        24
                                   ------   ------    ------    ------
      Total revenues and
       other income                 9,176    8,710    17,911    16,565
                                   ------   ------    ------    ------
  COSTS AND EXPENSES:
    Cost of revenues (excludes
     items shown below)             6,202    6,264    12,436    12,063
    Selling, general and
     administrative expenses          170      124       310       258
    Depreciation, depletion and
     amortization                     306      240       609       486
    Taxes other than income taxes   1,202    1,176     2,324     2,282
    Exploration expenses               26       46        49        91
    Costs related to Proposed
     Separation                        15        -        16         -
                                   ------   ------    ------    ------
      Total costs and expenses      7,921    7,850    15,744    15,180
                                   ------   ------    ------    ------
  INCOME FROM OPERATIONS            1,255      860     2,167     1,385
  Net interest and other
   financial costs                     38       68        73       139
  Minority interest in income
   of Marathon Ashland
   Petroleum LLC                      320      203       427       258
                                   ------   ------    ------    ------
  INCOME BEFORE INCOME TAXES
   AND CUMULATIVE
   EFFECT OF CHANGE IN
   ACCOUNTING PRINCIPLE               897      589     1,667       988
  Provision for income taxes          315      222       577       367
                                   ------   ------    ------    ------
  INCOME BEFORE CUMULATIVE
   EFFECT OF CHANGE IN
   ACCOUNTING PRINCIPLE               582      367     1,090       621
  Cumulative effect of change
   in accounting principle              -        -        (8)        -
                                   ------   ------    ------    ------
  NET INCOME                         $582     $367    $1,082      $621
                                   ======   ======    ======    ======
  MARATHON STOCK DATA:
   Income before cumulative
    effect of change in
    accounting principle             $582     $367    $1,090      $621
     - Per share - basic             1.88     1.18      3.53      1.99
                 - diluted           1.88     1.18      3.52      1.99
   Cumulative effect of change
    in accounting principle             -        -        (8)        -
     - Per share - basic                -        -      (.03)        -
                 - diluted              -        -      (.02)        -
   Net income                        $582     $367    $1,082      $621
    - Per share - basic and
      diluted                        1.88     1.18      3.50      1.99

   Dividends paid per share           .23      .21       .46       .42

   Weighted average shares,
    in thousands
     - Basic                      309,101  312,233   308,928   312,180
     - Diluted                    309,627  312,431   309,338   312,359

  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.   Effective January 1, 2001, USX adopted Statement of Financial
       Accounting Standards No. 133, "Accounting for Derivative Instruments
       and Hedging Activities" (SFAS No. 133), as amended by SFAS Nos. 137
       and 138.  This Standard requires recognition of all derivatives as
       either assets or liabilities at fair value.

       The transition adjustment related to adopting SFAS No. 133 on
       January 1, 2001, was recognized as a cumulative effect of change in
       accounting principle.  The unfavorable cumulative effect on net
       income, net of a tax benefit of $5 million, was $8 million.  The
       unfavorable cumulative effect on other comprehensive income (OCI),
       net of a tax benefit of $4 million, was $8 million.  The amounts
       reported as OCI will be reflected in net income when the anticipated
       physical transactions are consummated.

  3.   In the first quarter 2001, Marathon acquired Pennaco Energy, Inc.
       (Pennaco), a natural gas producer.  Marathon acquired 87% of the
       outstanding stock of Pennaco through a tender offer completed on
       February 7, 2001 at $19 a share.  On March 26, 2001, Pennaco was
       merged with a wholly owned subsidiary of Marathon.  Under the terms
       of the merger, each share not held by Marathon was converted into
       the right to receive $19 in cash.  The total purchase price of
       Pennaco was $506 million.  The acquisition was accounted for under
       the purchase method of accounting.  Results of operations for the
       six months of 2001 include the results of Pennaco from February 7,
       2001.

  4.   On April 24, 2001, USX announced that its board of directors
       authorized management to proceed with the necessary steps to
       implement a plan of reorganization to separate the energy and steel
       businesses of USX (Proposed Separation).  The Proposed Separation
       envisions a tax-free spin-off of the steel and steel-related
       businesses of USX into a freestanding, publicly traded company to be
       known as United States Steel Corporation.  Holders of current
       USX-U. S. Steel Group Common Stock will become holders of United
       States Steel Corporation Common Stock.  Holders of current
       USX-Marathon Group Common Stock will become holders of Marathon Oil
       Corporation Common Stock.  Costs related to the Proposed Separation
       include professional fees and certain other expenses.

  5.   On July 2, 2001, a corporate reorganization was implemented to
       create a new holding company structure.  USX became a holding
       company that owns all of the outstanding equity of Marathon Oil
       Company, an Ohio Corporation which, directly and indirectly, owns
       and operates the businesses of the USX-Marathon Group, and United
       States Steel LLC, a Delaware limited liability company which owns
       and operates the businesses of the USX-U. S. Steel Group.  The
       reorganization will not have any impact on the results of operations
       or financial position of USX Corporation, the Marathon Group or the
       U. S. Steel Group.

       This reorganization in corporate form is independent of the Proposed
       Separation of the energy and steel businesses of USX Corporation
       that was announced on April 24, 2001.


                    MARATHON GROUP OF USX CORPORATION
             PRELIMINARY SUPPLEMENTAL STATISTICS (Unaudited)
             ------------------------------------------------
                                     Second Quarter         Six Months
                                     Ended June 30         Ended June 30
  (Dollars in millions)             2001       2000        2001      2000

  INCOME (LOSS) FROM OPERATIONS
   Exploration & Production ("E&P")
    Domestic                         $374      $277         $816     $478
    International                      85        79          243      187
                                    -----     -----        -----    -----
      Income For E&P Reportable
       Segment                        459       356        1,059      665
   Refining, Marketing &
    Transportation(a)                 842       529        1,118      669
   Other Energy Related
    Businesses(b)                      10         -           18       13
                                    -----     -----        -----    -----
        Income For Reportable
         Segments                  $1,311      $885       $2,195   $1,347

  Items Not Allocated To Segments:
   Administrative Expenses           $(34)     $(29)        $(65)    $(57)
   Gain on disposition of
    Angus/Stellaria                     -         -            -       87
   Gain on lease resolution with
    U.S. Government                     -         -           59        -
   Gain/(loss) on ownership
    change - MAP                       (7)        4           (6)       8
   Costs related to proposed
    separation(c)                     (15)        -          (16)       -
                                   ------    ------       ------   ------
      Marathon Group Income
       From Operations             $1,255      $860       $2,167   $1,385

  CAPITAL EXPENDITURES
   Exploration &
    Production                       $217      $129         $374     $400
   Refining, Marketing &
    Transportation                    107       106          204      166
   Other(d)                            21         4           43       10
                                    -----     -----        -----    -----
      Total                          $345      $239         $621     $576

  EXPLORATION EXPENSE
   Domestic                           $12       $20          $25      $51
   International                       14        26           24       40
                                    -----     -----        -----    -----
      Total                           $26       $46          $49      $91

  OPERATING STATISTICS

  Net Liquid Hydrocarbon
   Production(e):
      United States                 126.3     137.1        125.4    132.9
      Europe                         34.7      28.9         44.2     29.1
      Other International            32.2      32.8         33.2     34.6
                                   ------    ------       ------   ------
        Total Consolidated          193.2     198.8        202.8    196.6
      Domestic Equity Investee
       (MKM Partners L.P.)            9.4         -          9.8        -
      International Equity
       Investees (CLAM &
        Sakhalin Energy)(f)           0.1       2.6          0.1      1.3
                                   ------    ------       ------   ------
      Worldwide                     202.7     201.4        212.7    197.9

  Net Natural Gas Production(g):
      United States                 773.7     711.6        781.3    731.5
      Europe(h)                     319.6     331.8        332.5    346.6
      Other International           127.2     154.6        128.6    144.8
                                   ------    ------      -------  -------
        Total Consolidated        1,220.5   1,198.0      1,242.4  1,222.9
      International Equity
       Investee (CLAM)               33.8      25.9         34.3     31.4
                                  -------   -------      -------  -------
        Worldwide                 1,254.3   1,223.9      1,276.7  1,254.3

  Average Equity Sales Prices(i)(j):
   Liquid Hydrocarbons (per Bbl)
     Domestic                      $21.11    $23.88       $22.23   $24.00
     International                  26.12     25.74        25.33    25.80
   Natural Gas (per Mcf)
     Domestic                       $3.90     $2.95        $4.71    $2.55
     International                   3.00      2.41         3.43     2.41


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

                                   Second Quarter           Six Months
                                   Ended June 30           Ended June 30
                                   2001       2000        2001      2000

  OPERATING STATISTICS (continued)

  MAP:

  Crude Oil Refined(e)              958.2     965.0        914.3    908.2
  Consolidated Refined Products
   Sold(e)(n)                     1,303.1   1,344.7      1,278.2  1,281.7
     Matching buy/sell volumes
      included in refined products
      sold(e)                        35.3      73.5         44.3     61.3
 Refining and Wholesale
  Marketing
   Margin(k)(l)                   $0.1839   $0.1122      $0.1364  $0.0797
  Number of SSA retail
   outlets                          2,272     2,416            -        -
  SSA Gasoline and Distillate
   Sales(m)                         1,102     1,145        2,156    2,258
  SSA Gasoline and Distillate
   Gross Margin(k)                $0.1168   $0.1239      $0.1066  $0.1160
  SSA Merchandise Sales              $620      $600       $1,149   $1,133
  SSA Merchandise Gross Margin       $154      $152         $283     $281

   (a)  Includes MAP at 100%.  RM&T income for reportable segments includes
        Ashland's 38% interest in MAP of $320 million, $202 million, $428
        million and $258 million in the second quarter and six month year-
        to-date 2001 and 2000, respectively.
   (b)  Includes domestic natural gas and crude oil marketing and
        transportation, and power generation.
   (c)  Includes professional fees and expenses, and certain other costs
        related to the proposed separation.
   (d)  Includes other energy related businesses and corporate capital
        expenditures.
   (e)  Thousands of barrels per day
   (f)  In 2001, equity investee is CLAM and in 2000, equity investees are
        CLAM and Sakhalin Energy.
   (g)  Millions of cubic feet per day
   (h)  Includes gas acquired for injection and subsequent resale of 9.0,
        11.9, 9.1 and 12.9 mmcfd in the second quarter and six month year-
        to-date 2001 and 2000, respectively.
   (i)  Prices exclude gains and losses from hedging activities.
   (j)  Prices exclude equity affiliates and purchase/resale gas.
   (k)  Per gallon
   (l)  Sales revenue less cost of refinery inputs, purchased products and
        manufacturing expenses, including depreciation.
   (m)  Millions of gallons
   (n)  Total average daily volume of all refined product sales to MAP's
        wholesale, branded and retail (SSA) customers.


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

                             Second Quarter               Six Months
                                 Ended                       Ended
                                June 30                     June 30
  (Dollars in millions)    2001          2000         2001          2000

  REVENUES AND OTHER INCOME:
   Revenues              $10,844       $10,293      $20,960       $19,600
   Dividend and
    investee income           32            31          112            35
   Net gains on
    disposal of assets        17            15           38           122
   Other income               10            11           78            22
                          ------        ------       ------        ------
    Total revenues
     and other income     10,903        10,350       21,188        19,779
                          ------        ------       ------        ------
  COSTS AND EXPENSES:
   Cost of revenues
    (excludes items
    shown below)           7,791         7,710       15,560        14,923
   Selling, general and
    administrative expenses  181            67          304           138
   Depreciation, depletion
    and amortization         385           318          761           639
   Taxes other than
    income taxes           1,269         1,237        2,450         2,400
   Exploration expenses       26            46           49            91
   Costs related to
    Proposed Separation       23             -           25             -
                          ------        ------       ------        ------
    Total costs
     and expenses          9,675         9,378       19,149        18,191
                          ------        ------       ------        ------
  INCOME FROM OPERATIONS   1,228           972        2,039         1,588
  Net interest and
   other financial costs      86            92          109           187
  Minority interest in
   income of Marathon Ashland
   Petroleum LLC             320           203          427           258
                          ------        ------       ------        ------
  INCOME BEFORE INCOME
   TAXES AND CUMULATIVE
   EFFECT OF CHANGE IN
   ACCOUNTING PRINCIPLE      822           677        1,503         1,143
  Provision for
   income taxes              270           254          434           423
                          ------        ------       ------        ------
  INCOME BEFORE CUMULATIVE
   EFFECT OF CHANGE IN
   ACCOUNTING PRINCIPLE      552           423        1,069           720
  Cumulative effect of
   change in accounting
   principle                   -             -           (8)            -
                          ------        ------       ------        ------
  NET INCOME                 552           423        1,061           720
  Dividends on
   preferred stock             2             2            4             4
                          ------        ------       ------        ------
  NET INCOME APPLICABLE
   TO COMMON STOCKS         $550          $421       $1,057          $716
                          ======        ======       ======        ======

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

                                Second Quarter              Six Months
                                    Ended                      Ended
  (Dollars in millions,            June 30                    June 30
   except per share amounts)  2001         2000        2001          2000

  APPLICABLE TO
   MARATHON STOCK:

   Income before
    cumulative effect
    of change in
    accounting principle      $582         $367       $1,090         $621
     - Per share - basic      1.88         1.18         3.53         1.99
                 - diluted    1.88         1.18         3.52         1.99

   Cumulative effect of
    change in accounting
    principle                    -            -           (8)           -
     - Per share - basic         -            -         (.03)           -
                 - diluted       -            -         (.02)           -

   Net income                 $582         $367       $1,082         $621
     - Per share - basic
        and diluted           1.88         1.18         3.50         1.99

   Dividends paid per share    .23          .21          .46          .42

   Weighted average
    shares, in thousands
     - Basic               309,101      312,233      308,928      312,180
     - Diluted             309,627      312,431      309,338      312,359


  APPLICABLE TO STEEL STOCK:

   Net income (loss)          $(32)         $54         $(25)         $95
     - Per share - basic      (.36)         .62         (.28)        1.08
                 - diluted    (.36)         .62         (.28)        1.07

   Dividends paid
    per share                  .10          .25          .35          .50

   Weighted average
    shares, in thousands
     - Basic                89,005       88,499       88,906       88,461
     - Diluted              89,005       92,755       88,906       92,721


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

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

  1.   Effective January 1, 2001, USX adopted Statement of Financial
       Accounting Standards No. 133, "Accounting for Derivative Instruments
       and Hedging Activities" (SFAS No. 133), which was amended by SFAS
       Nos. 137 and 138.  This Standard requires recognition of all
       derivatives as either assets or liabilities at fair value.

       The transition adjustment related to adopting SFAS No. 133 on
       January 1, 2001, was recognized as a cumulative effect of change in
       accounting principle.  The unfavorable cumulative effect on net
       income, net of a tax benefit of $5 million, was $8 million.  The
       unfavorable cumulative effect on other comprehensive income (OCI),
       net of a tax benefit of $4 million, was $8 million.  The amounts
       reported as OCI will be reflected in net income when the anticipated
       physical transactions are consummated.

  2.   In the first quarter 2001, Marathon Oil Company (Marathon) acquired
       Pennaco Energy, Inc. (Pennaco), a natural gas producer.  Marathon
       acquired 87% of the outstanding stock of Pennaco through a tender
       offer completed on February 7, 2001 at $19 a share.  On March 26,
       2001, Pennaco was merged with a wholly owned subsidiary of Marathon.
       Under the terms of the merger, each share not held by Marathon was
       converted into the right to receive $19 in cash.  The total purchase
       price of Pennaco was $506 million.  The acquisition was accounted
       for under the purchase method of accounting.  Results of operations
       for the six months of 2001 include the results of Pennaco from
       February 7, 2001.

       On March 1, 2001, USX completed the purchase of East Chicago Tin,
       the tin mill products business of LTV Corporation.  In this noncash
       transaction, USX assumed certain employee related obligations of
       East Chicago Tin.  The acquisition was accounted for using the
       purchase method of accounting.  Results of operations for the six
       months of 2001 include the operations of East Chicago Tin from the
       date of acquisition.

       On March 23, 2001, Transtar, Inc. (Transtar) completed its
       previously announced reorganization with its two voting
       shareholders, USX and Transtar Holdings, L.P. (Holdings), an
       affiliate of Blackstone Capital Partners L.P.  As a result of this
       transaction, USX became sole owner of Transtar and certain of its
       subsidiaries.  Holdings became owner of the other subsidiaries of
       Transtar.  USX accounted for the change in its ownership interest in
       Transtar using the purchase method of accounting.  USX recognized in
       the six months of 2001, a pretax gain of $68 million (included in
       dividend and investee income) and a favorable deferred tax
       adjustment of $33 million related to this transaction.  USX
       previously accounted for its investment in Transtar under the equity
       method of accounting.

  3.   USX has a 16% investment in Republic Technologies International LLC
       (Republic) which was accounted for under the equity method of
       accounting.  During the first quarter of 2001, USX discontinued
       applying the equity method since investments in and advances to
       Republic had been reduced to zero.  Also, USX has recognized certain
       debt obligations of $14 million previously assumed by Republic.  On
       April 2, 2001, Republic filed a voluntary petition with the U.S.
       Bankruptcy Court to reorganize its operations under Chapter 11 of
       the U.S. Bankruptcy Code.  In the first quarter of 2001, as a result
       of Republic's action, USX recorded a pretax provision of $74 million
       for potentially uncollectible receivables from Republic.

  4.   On April 24, 2001, USX announced that its board of directors
       authorized management to proceed with the necessary steps to
       implement a plan of reorganization to separate the energy and steel
       businesses of USX (Proposed Separation).  The Proposed Separation
       envisions a tax-free spin-off of the steel and steel-related
       businesses of USX into a freestanding, publicly traded company to be
       known as United States Steel Corporation.  Holders of current
       USX-U. S. Steel Group Common Stock will become holders of United
       States Steel Corporation Common Stock.  Holders of current
       USX-Marathon Group Common Stock will become holders of Marathon Oil
       Corporation Common Stock.  Costs related to the Proposed Separation
       include professional fees and certain other expenses.

  5.   On July 2, 2001, a corporate reorganization was implemented to
       create a new holding company structure.  USX became a holding
       company that owns all of the outstanding equity of Marathon Oil
       Company, an Ohio Corporation which, directly and indirectly, owns
       and operates the businesses of the USX-Marathon Group, and United
       States Steel LLC, a Delaware limited liability company which owns
       and operates the businesses of the USX-U. S. Steel Group.  The
       reorganization will not have any impact on the results of operations
       or financial position of USX Corporation, the Marathon Group or the
       U. S. Steel Group.

       This reorganization in corporate form is independent of the Proposed
       Separation of the energy and steel businesses of USX Corporation
       that was announced on April 24, 2001.

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SOURCE: USX-Marathon Group

Contact: William E. Keslar or Don H. Herring, +1-412-433-6870, both of
USX

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

Website: http://www.marathon.com/

Company News On-Call: http://www.prnewswire.com/gh/cnoc/comp/929150.html
; or http://www.prnewswire.com/gh/cnoc/comp/133204.html