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Marathon Oil Corp – ‘425’ on 5/7/01 re: Marathon Oil Corp

On:  Monday, 5/7/01, at 5:00pm ET   ·   Accession #:  101778-1-500016   ·   File #:  1-05153

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer

 5/07/01  Marathon Oil Corp                 425                    1:13K  Marathon Oil Corp

Business-Combination Transaction Communication   —   Rule 425
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 425         Business-Combination Transaction Communication         8±    29K 



Filed by USX Corporation Pursuant to Rule 425 under the Securites Act of 1933 And deemed filed pursuant to Rule 14a-12 Of the Securities Exchange Act of 1934 Subject Company: USX Corporation Commission File No. 1-5153 [Slide 1] - U. S. Steel presentation to the Global Metals, Mining & Steel Conference given by Robert M. Hernandez on May 8, 2001. [Slide 2] - Mr. Paul J. Wilhelm - Vice Chairman of USX Corporation & President of U. S. Steel Group February 5, 1942 to April 27, 2001 "Paul Wilhelm was a people-oriented and visionary leader of U. S. Steel. He was a man full of life. We will miss him more than we can say." - Thomas J. Usher - USX Chairman [Slide 3] - U. S. Steel Group - A unit of USX Corporation [picture] [Slide 4] - USX Corporate Structure - USX Corporation is made up of the U. S. Steel Group and the Marathon Group. [Slide 5] - USX Reorganization Plan subject to shareholder approval - April 24th: USX Board of Directors authorized management to proceed with reorganization plans that would separate its steel & energy business - creating two independent companies - Each keeps approximately the same assets & liabilities as now except for a $900 million value transfer from Marathon to U. S. Steel - Management teams & site locations are expected to remain the same - Shareholders will vote in the 4th quarter of this year - No further details are available at this time [Slide 6] - J. P. Morgan - U. S. Steel Incorporated February 25, 1901 [Slide 7] - Today, U. S. Steel is the [picture] 9th largest global steel producer & the largest North America integrated steel producer [Slide 8] - U. S. Steel is fully-integrated Raw Materials -> Finished Products [picture] [Slide 9] - Raw Materials Businesses - Minntac Iron Ore Facility - Gary Works Coke Facility - Clairton Coke Facility - Pinnacle Coal Operations - Oak Grove Operations [Slide 10] - Producing & Finishing Facilities - Gary Works - Mon Valley Works - Fairless Works - Fairfield Works [Slide 11] - Tubular Operations - Lorain, Ohio - McKeesport, Pennsylvania - Fairfield, Alabama [Slide 12] - Plate Operations - Gary Works [Slide 13] - Tin Operations - USS/Posco Industries - Gary Works - East Chicago - Fairless Works [Slide 14] - Other Major Steel Business Activities - USS/Posco Industries - Worthington Steel Processing - Feralloy Processing Company - Pro-Tec Coating Company - Double Eagle Coating Company - Olympic Laser Processing [Slide 15] - Transportation - Transtar, Inc. [pictures of the railroads] - Elgin, Joliet & Eastern Railway - Birmingham Southern RR - Warrior & Gulf Navigation - Mobile River Terminal - Union Railroad - McKeesport Connecting RR [Slide 16] - 2000 Shipments by products - 70% Sheet Products - 10% Tubular - 8% Plate - 6% Tin - 6% Non-Prime [Slide 17] - Shipments (Millions of Net Tons) - 1995 - 11.4 - 1996 - 11.4 - 1997 - 11.6 - 1998 - 10.7 - 1999 - 10.6 - 2000 - 11.1 (including .3 from USSK and 10.8 Domestic) [Slide 18] - Net Income (in millions) - 1990 - $310 - 1991 - ($507) - 1992 - ($1606) - 1993 - ($238) - 1994 - $201 - 1995 - $301 - 1996 - $273 - 1997 - $452 - 1998 - $364 - 1999 - $44 - 2000 - ($21) - 1Q 2001 - $9 [Slide 19] - Domestic Steel Prices at 20-Year Lows Hot Roll Price Trend at 4th Quarter 2000 Averaged $243/Ton Source: Purchasing Magazine [Slide 20] - Domestic Steel Prices at 20-Year Lows Cold Roll Price Trend at 4th Quarter 2000 Averaged $358/Ton Source: Purchasing Magazine [Slide 21] - Domestic Steel Prices at 20-Year Lows Hot Dipped Galvanized Price Trend at 4th Quarter 2000 Averaged $392/Ton Source: Purchasing Magazine [Slide 22] - Dividend Yield Comparison as of April 30, 2001 - On April 24th, a dividend of 10 cents per share on U. S. Steel Group Common Stock was announced, a decrease of 15 cents per share - U. S. Steel 2.2% - AK Steel 1.9% - Nucor 1.3% - Bethlehem Steel 0% - National Steel 0% - LTV 0% - S&P Average 1.4% [Slide 23] - Other Key Financial Facts - Our Pension Plan is Fully-Funded [Slide 24] - Other Key Financial Facts - VEBA Benefits - Voluntary Employee Benefit Association o Dedicated Trust to secure payment of heath care & life insurance benefits for our Union Retirees - We made a $500 million tax-deductible contribution to VEBA in December 2000 o Earned us the right to pay benefits from the VEBA Assets [Slide 25] - How Does a 21st Century Steel Company compete in a dynamic Global Arena? [Slide 26] - Customer Globalization - 1990 US Manufacturers move to Mexico - Customers also moving to South America, Southeast Asia and Central Europe - Opportunity for Substantial Growth - Lower cost of Manufacturing and Facility Construction - Better Economic Returns [Slide 27] - USS Globalization Strategy [Slide 28] - U. S. Steel Globalization Strategy - Support Domestic Customers Abroad o Economic Efficiencies o Global Growth o Better Financial Returns [Slide 29] - U. S. Steel Globalization Strategy - Broaden Customer Base - Target Emerging Markets o Value-Added Consumer Goods - Ensure Favorable Returns for Shareholders [Slide 30] - A Global Steel Company - Acquisitions, Joint Ventures, and Strategic Alliances - Must Produce other synergies within U. S. Steel - Acceptable Risk Levels o Political o Market [Slide 31] - Globalization Strategy - International & Domestic Examples 1998 - Acero Prime Joint Venture - Mexico 1998 - Automotive Center - USA Ongoing - Value-Based Strategies - Global 1998 - VSZ U. S. Steel s.r.o. - Slovakia 2000 - U. S. Steel Kosice s.r.o - Slovakia 2001 - LTV Tin Operations & Transtar, Inc. - USA Future - Other Opportunities - Global [Slide 32] - International Joint Venture - Acero Prime United States Steel International, Inc. / Feralloy Corp. / Intacero de Mexico - San Luis Potosi, Mexico [Slide 33] - International Joint Venture - Acero Prime - Acero Prime offers: o High-Quality Slitting o Logistical Planning o Warehouse for Just-In-Time Delivery - Acero Prime primarily serves our appliance customers who operate in Mexico [Slide 34] - INTERNATIONAL JOINT VENTURE - In the Mexican "Golden Triangle" - [map of Mexico] [Slide 35] - INTERNATIONAL JOINT VENTURE - Acero Prime - U. S. Steel's Presence in Mexico's Appliance Business o 94% of U.S. Shipments o 47% of All Steel Consumed [picture of worker] [Slide 36] - AUTOMOTIVE CENTER Providing Engineered Materials [Picture of Automotive Center] The Automotive Center allows us to work closely with automotive product engineers to better understand their needs and resolve their problems. [Slide 37] - AUTOMOTIVE CENTER Providing Engineered Materials [picture of car] - Customer Focus o Sheet Metal Product Design o Manufacturing Processes [Slide 38] - VALUE-BASED BUSINESS STRATEGY Auto Activities - Increased Our Presence in Mexico o Stamping and Assembly Facilities Serve Domestic and North America Markets [picture of assembly line] [Slide 39] - VALUE-BASED BUSINESS STRATEGY Growth in Mexico - U. S. Steel Is Largest Automotive Steel Supplier in Mexico o 47% of U.S. Shipments o 26% of All Steel Consumed [picture of cars in traffic] [Slide 40] - VALUE-BASED BUSINESS STRATEGY USS Automotive High Strength Steel Mix [Bar chart: 28 new grades since 1995 16 currently under development ] [Slide 41] - VALUE-BASED BUSINESS STRATEGY New Planning Software Deployed for Flat Rolled Plants ... - Synchronous Manufacturing o Reduce Order Fulfillment Cycle Times o Reduction of Inventories [Slide 42] - VALUE-BASED BUSINESS STRATEGY New Order Processing Platform... [picture of steelworker] - Real Time Delivery Promises - Installed at All Sales Offices & Plants [Slide 43] - VSZ U. S. STEEL s.r.o. 50/50 Joint Venture as of January 1998 [map of Slovak Republic] Produces and Markets Tin Mill Products [Slide 44] - VSZ U. S. STEEL s.r.o. 50/50 Joint Venture as of January 1998 [picture of plant] 340,000 MT High-Quality Tin Product [Slide 45] - VSZ STEEL ACQUISITION November 2000 A Perfect Fit With Globalization Strategy [picture of plant] - Over 50% the Size of Gary Works on Raw Steel Basis [Slide 46] - SLOVAKIA [maps and picture of Slovakia] [Slide 47] - SLOVAKIA FACTS - Population 5.4 Million People - Average Density 65 Inhab./Sq. Mile - GDP Annual Growth 5.9% - Highly Industrialized o Mechanical Industry 11% o Metallurgy 16% (Shares on o Energy 13% GDP o Food 15% creation) o Chemicals 11% - Average Wage 2500 USD/year - Unemployment 18-20% - Bratislava - Capital [Slide 48] - KOSICE FACTS - Second Largest City in Slovakia - Population - 250,000 People - Unemployment - 23% - Long History - Rich Cultural Life - Excellent Educational System - "Peace Marathon" [Slide 49] - ABOUT U. S. STEEL KOSICE [picture of plant] - Location Kosice, Slovakia - Construction 1959 - All Facilities 1969 - Privatized 1995 - Employment Level 16,100 [Slide 50] - ABOUT U. S. STEEL KOSICE - Largest Integrated Flat Rolled Producer in Central Europe - 4.0 Million Net Tons/Year Raw Steel - Strategic Raw Materials From Poland, Czech Republic and Ukraine [Slide 51] - MARKET CONDITIONS - Growth of European Economy is Slowing - Prices Off Since Mid-2000 - Central Europe Steel Demand Rising - Manufacturers Move to Central Europe - Currency Fluctuations Can Impact Financial Performance [Slide 52] - 2000 PRODUCT SHIPMENTS Percent - 39% Central Europe - 29% European Union - 17% Slovakia - 14% Outside of Europe [Slide 53] - COMMERCIAL STRATEGIES - Serve Existing Customers in Central Europe - Deal Directly With End Customer - Provide Excellent Customer Service - Shift to Value Added Products [Slide 54] - EXAMPLES OF U. S. STEEL CUSTOMERS Operating in Marketing Region Serving Existing [map of Customers in Europe] Central Europe 375 Mile Radius [Slide 55] - U. S. STEEL KOSICE EMPLOYEES - Well Educated Workforce - Lower Wage Rates - Language Barrier Less Than Expected - Trade Union Relations are Good - Government Agreement Prohibits Layoffs - Management Team - 18 Expats and 22 Slovaks With 840 Years of Experience [Slide 56] - U. S. STEEL KOSICE s.r.o. [map of world] Unique Fit With Our Globalization Strategy [Slide 57] - PURCHASE OF LTV TIN OPERATIONS March 1, 2001 - LTV Indiana Harbor Facility is an Ideal Fit with USS - Located Within 10 Miles of USS Gary Works [Slide 58] - PURCHASE OF LTV TIN OPERATIONS March 1, 2001 - LTV's Indiana Harbor has Become USS's East Chicago Tin o USS Tin Capacity Rose by Over 400,000 Tons [picture of coils] [Slide 59] - TRANSTAR, INC. Reorganization & Exchange Agreement [pictures of train and barge] - Effective March 23, 2001, Transtar, Inc. Became a Wholly-Owned Subsidiary of USX Corporation [Slide 60] - TRANSTAR, INC. Transportation Subsidiaries [picture of train] - Five Railroads in Northeast, Southeast & Midwest U.S. - Barge and Navigation Companies - Tracks & Traffic Management Services [Slide 61] - OTHER BUSINESS OPPORTUNITIES - We are Working on Some New Business Opportunities That Will: o Leverage Our In-House Strengths in e-Business and Information Technology - We Have a Robust Electronic Commerce Capability - Better Serve the Marketplace [Slide 62] - U. S. STEEL We Intend to.. - Grow Our Revenues & Earnings - Maintain Our Position in Domestic Steel - Extend Our Presence in International Markets

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘425’ Filing    Date    Other Filings
5/8/01425,  8-K
Filed on:5/7/01425
4/30/01
4/27/01
3/23/01
3/1/01
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Filing Submission 0000101778-01-500016   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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