Filed by USX Corporation Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: USX Corporation Registration Statement No. 333-71454 [Slide 1] - Competing in the Global Oil and Gas Business - Business Leaders Spotlight Series - Southern Methodist University - October 18, 2001 - Clarence Cazalot - President, Marathon Oil Company [Slide 2] - Super-Majors Dominate in Reserves - 2000 Reserves Billions BOE Bar Chart x-axis - XOM, RDS, BP, CHTX, TOT, P, OXY, UCL, MRO, AHC y-axis - 0 to 25 (increments of 5) [Slide 3] - and in Market Value - Current Market Cap ($ bn) Bar Chart x-axis - XOM, BP, RDS, TOT, CHTX, P, OXY, MRO, UCL, AHC y-axis - 0 to 350 (increments of 50) [Slide 4] - Size Has Been 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 5] - 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 6] - Different Business Models - Energy Value Chain [Slide 7] - Different Business Models - Energy Value Chain - Demonstrated acquisition success [Slide 8] - Different Business Models - Energy Value Chain - Demonstrated acquisition success - Unique exploration technology [Slide 9] - Different Business Models - Energy Value Chain - Demonstrated acquisition success - Unique exploration technology - Dominant regional player [Slide 10] - Different Business Models - Energy Value Chain - Demonstrated acquisition success - Unique exploration technology - Dominant regional player - Focus on less competitive areas [Slide 11] - The key is to develop a uniquely advantaged opportunity to create value! [Slide 12] - Path Forward - Use smaller relative size to advantage [Slide 13] - 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 - % Increase ranging from 0 to 8% (2% increments) [Slide 14] - Path Forward - Use smaller relative size to advantage - Technical/financial strength of a major with the speed/agility of an independent [Slide 15] - 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 16] - National Oil Companies Control World's Resources NOC Reserves - 60% Full IOC Access Reserves - 19% Reserves held by New Russian Companies - 13% NOC Reserves (potential opening) - 8% [Slide 17] - 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 18] - Build New Core Areas and Strengthen Existing Ones map showing gas business and oil business [Slide 19] - Can smaller companies compete?