Filed by USX Corporation Pursuant to Rule 425 under the Securities Act of 1933 And deemed filed pursuant to Rule 14a-6 Of the Securities Exchange Act of 1934 Subject Company: USX Corporation Commission File No. 333-69090 [Slide 1] - Innovative Strategies to Create Value - 73rd NMOGA Annual Meeting - October 8, 2001 - Clarence Cazalot - President, Marathon Oil Company [Slide 2] - Super-Majors Dominate - 2000 Reserves Millions BOE Bar Chart x-axis - XOM, RDS, BP, CHTX, TOT, P, OXY, UCL, MRO, AHC y-axis - 0 to 25000 (5000 increments) [Slide 3] - Size is Rewarded Forward P/E Ratio as of First Quarter 1996 Bar chart x-axis - Total, Texaco, Chevron, Elf, Shell, Exxon, Mobil, Marathon, Phillips, Amoco, Oxy, Arco, BP, AmHess y-axis - P/E Ratio ranging from 0 to 22.5 (2.5 increments) Forward P/E Ratio to Date Bar chart x-axis - Exxon, Total, Shell, BP, Chevron, Conoco, Phillips, AmHess, Oxy, Marathon y-axis - P/E Ratio ranging from 0 to 22.5 (2.5 increments) [Slide 4] - But Size Isn't the Only Answer! - Appreciation in Market Capitalization Scatter graph x-axis - Market Cap ($Billion) y-axis - Market Cap Appreciation (5-years), %yr "Super-Major" Class has higher market cap with lower market cap appreciation - Differentiated Business Model has lower market cap with higher market cap appreciation. [Slide 5] - Different Business Models - Energy Value Chain [Slide 6] - Different Business Models - Energy Value Chain - Demonstrated acquisition success [Slide 7] - Different Business Models - Energy Value Chain - Demonstrated acquisition success - Unique exploration technology [Slide 8] - Different Business Models - Energy Value Chain - Demonstrated acquisition success - Unique exploration technology - Dominant regional player [Slide 9] - Different Business Models - Energy Value Chain - Demonstrated acquisition success - Unique exploration technology - Dominant regional player - Focus on less competitive areas [Slide 10] - The key is to develop a uniquely advantaged opportunity to create value! [Slide 11] - Path Forward - Use smaller relative size to advantage [Slide 12] - Impact on Reserve Base of a 400 MM BOE discovery under a typical PSA at 50% Working Interest Bar chart x-axis - Marathon, Major, Super Major y-axis - % Impact ranging from 0 to 8% (2% increments) [Slide 13] - Path Forward - Use smaller relative size to advantage - Technical/financial strength of a major with the speed/agility of an independent [Slide 14] - Path Forward - Use smaller relative size to advantage - Technical/financial strength of a major with the speed/agility of an independent - Leverage relationships/partnerships [Slide 15] - NOCs Control Most Oil & Gas Reserves & Output Reserves - 10% International Oil & Gas Companies; 90% National Oil Companies Production - 30% International Oil & Gas Companies; 70% National Oil Companies [Slide 16] - Path Forward - Use smaller relative size to advantage - Technical/financial strength of a major with the speed/agility of an independent - Leverage relationships/partnerships - Focus on few select regional areas [Slide 17] - Can smaller companies compete?