FORM 10-K/A 2000 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2000 OR [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to ______ Commission file number 1-5153 USX CORPORATION (Exact name of registrant as specified in its charter) Delaware 25-0996816 (State of Incorporation) (I.R.S. Employer Identification No.) 600 Grant Street, Pittsburgh, PA 15219-4776 (Address of principal executive offices) Tel. No. (412) 433-1121 Securities registered pursuant to Section 12 (b) of the Act:* ================================================================================================================================= Title of Each Class --------------------------------------------------------------------------------------------------------------------------------- USX-Marathon Group 8-3/4% Cumulative Monthly Income Preferred Shares, Common Stock, par value $1.00 Series A (Liquidation Preference $25 per share)**/(a)/ USX-U. S. Steel Group 6.75% Convertible Quarterly Income Preferred Common Stock, par value $1.00 Securities (Initial Liquidation Amount $50 per 6.50% Cumulative Convertible Preferred Security)***/(a)/ (Liquidation Preference $50.00 per share) 7% Guaranteed Notes Due 2002 of Marathon Oil Company/(a)/ ================================================================================================================================= Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for at least the past 90 days. Yes X No____ --- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (ss.229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [_] Aggregate market value of Common Stock held by non-affiliates as of January 31, 2001: $10 billion. The amount shown is based on the closing prices of the registrant's Common Stocks on the New York Stock Exchange composite tape on that date. Shares of Common Stock held by executive officers and directors of the registrant are not included in the computation. However, the registrant has made no determination that such individuals are "affiliates" within the meaning of Rule 405 under the Securities Act of 1933. There were 308,269,864 shares of USX-Marathon Group Common Stock and 88,767,023 shares of USX-U. S. Steel Group Common Stock outstanding as of January 31, 2001. Documents Incorporated By Reference: Proxy Statement dated March 12, 2001 is incorporated in Part III. Proxy Statement dated March 9, 1998 is incorporated in Part IV. __________ * These securities are listed on the New York Stock Exchange. In addition, the Common Stocks are listed on The Chicago Stock Exchange and the Pacific Exchange. ** Issued by USX Capital LLC. *** Issued by USX Capital Trust I. /(a)/ Obligations of Marathon Oil Company, USX Capital LLC and USX Capital Trust I, all wholly owned subsidiaries of the registrant, have been guaranteed by the registrant. PART IV Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K A. Documents Filed as Part of the Report 1. Financial Statements Financial Statements filed as part of this report are listed on the Index to Financial Statements, Supplementary Data, Management's Discussion and Analysis, and Quantitative and Qualitative Disclosures About Market Risk of USX Consolidated, the Marathon Group and the U. S. Steel Group, immediately preceding pages U-1, M-1 and S-1, respectively. 2. Financial Statement Schedules and Supplementary Data The financial statement Schedule II - Valuation and Qualifying Accounts is included on page 60. All other schedules are omitted because they are not applicable or the required information is contained in the applicable financial statements or notes thereto. Report of Independent Accountants on Financial Statement Schedule is included on page 61. Supplementary Data - Summarized Financial Information of Marathon Oil Company is provided on page 63. Disclosures About Forward-Looking Statements are provided beginning on page 64. B. Reports on Form 8-K Form 8-K dated October 19, 2000, reporting under Item 5. Other Events and Regulation FD Disclosure, that the Marathon Group Earnings Release reported that Marathon has signed a definitive agreement with Shell to transfer its 37.5 percent interest in Sakhalin Energy Investment Company Ltd. The increased likelihood of closing this transaction triggered a one-time, noncash deferred tax charge of $235 million in the third quarter. Form 8-K dated November 22, 2000, reporting under Item 9. Regulation FD Disclosure, the press release titled "U. S. Steel Group Experiencing Coal Production Problems at Two Mines". Form 8-K dated November 29, 2000, reporting under Item 9. Regulation FD Disclosure, the press releases titled "Surma Named President of Marathon Ashland Petroleum LLC" and "Marathon Announces new Executive Vice President". Form 8-K dated November 30, 2000, reporting under Item 9. Regulation FD Disclosure, the press release titled "USX to Retain Advisors to Study its Capital Structure". Form 8-K dated November 30, 2000, reporting under Item 9. Regulation FD Disclosure, the press release titled "Marathon Reviews Progress of Upstream and Downstream Businesses". Form 8-K dated December 6, 2000, reporting under Item 9. Regulation FD Disclosure, the press release titled "Marathon Sakhalin Limited and Shell Sakhalin Holdings B.V. complete exchange agreement". Form 8-K dated December 28, 2000, reporting under Item 9. Regulation FD Disclosure, that in December 2000, USX-U. S. Steel Group made a voluntary $500 million contribution to the Voluntary Employee Benefit Association (VEBA), which was established as part of the 1994 agreement with the United Steelworkers of America to pay retiree health care and life insurance benefits for steelworker retirees. Form 8-K dated December 28, 2000, reporting under Item 9. Regulation FD Disclosure, the press release titled "Marathon and Kinder Morgan agree to form Permian Basin joint venture". Form 8-K dated January 24, 2001, reporting under Item 9. Regulation FD Disclosure, the USX-Marathon Group and USX-U. S. Steel Group Earnings Releases". 56 Form 8-K dated February 27, 2001, reporting under Item 5. Other Events, the filing of the audited Financial Statements and Supplementary Data for the fiscal year ended December 31, 2000, reports of independent accountants. C. Exhibits Exhibit No. 2. Plan of Acquisition, Reorganization, Arrangement Liquidation or Succession None 3. Articles of Incorporation and By-Laws (a) USX Restated Certificate of Incorporation dated May 1, 1999....... Incorporated by reference to Exhibit 3.1 to the USX Report on Form 10-Q for the quarter ended June 30, 1999. (b) USX By-Laws, effective as of May 1, 1999.................. Incorporated by reference to Exhibit 3.2 to the USX Report on Form 10-Q for the quarter ended June 30, 1999. 4. Instruments Defining the Rights of Security Holders, Including Indentures (a) Five-Year Credit Agreement dated as of November 30, 2000............ (b) Rights Agreement, dated as of September 28, 1999, between USX Corporation and ChaseMellon Shareholder Services, L.L.C., as Rights Agent................... Incorporated by reference to Exhibit 4 to USX's Form 8-K filed on September 28, 1999. (c) Pursuant to 17 CFR 229.601(b)(4)(iii), instruments with respect to long-term debt issues have been omitted where the amount of securities authorized under such instruments does not exceed 10% of the total consolidated assets of USX. USX hereby agrees to furnish a copy of any such instrument to the Commission upon its request. 57 10. Material Contracts (a) USX 1990 Stock Plan, As Amended April 28, 1998.......... Incorporated by reference to Annex II to the USX Proxy Statement dated March 9, 1998. (b) USX Annual Incentive Compensation Plan, As Amended July 25, 2000..... (c) USX Senior Executive Officer Annual Incentive Compensation Plan, As Amended April 28, 1998.......... Incorporated by reference to Annex I to the USX Proxy Statement dated March 9, 1998. (d) Marathon Oil Company Annual Incentive Compensation Plan, As Amended November 23, 1999.......... Incorporated by reference to Exhibit 10(d) of USX Form 10-K for the year ended December 31, 1999. (e) USX Executive Management Supplemental Pension Program, As Amended January 1, 1999......... Incorporated by reference to Exhibit 10(e) of USX Form 10-K for the year ended December 31, 1999. (f) USX Supplemental Thrift Program, As Amended January 1, 1999......... Incorporated by reference to Exhibit 10(f) of USX Form 10-K for the year ended December 31, 1999. (g) Amended and Restated Limited Liability Company Agreement of Marathon Ashland Petroleum LLC, dated as of December 31, 1998...... Incorporated by reference to Exhibit 10(h) of USX Form 10-Q for the quarter ended June 30, 1999. (h) Amendment No. 1 dated as of December 31, 1998 to the Put/Call, Registration Rights and Standstill Agreement of Marathon Ashland Petroleum LLC dated as of January 1, 1998.................... Incorporated by reference to Exhibit 10.2 of USX Form 8-K dated January 1, 1998, and Exhibit 10(i) of USX Form 10-Q for the quarter ended June 30, 1999. (i) Form of Severance Agreements between the Corporation and Various Officers................... Incorporated by reference to Exhibit 10 of USX Form 10-Q for the quarter ended September 30, 1999. (j) USX Deferred Compensation Plan For Non-Employee Directors Amended as of January 1, 1998...... 58 (k) Agreement between Marathon Oil Company and Clarence P. Cazalot, Jr., executed February 28, 2000................. Incorporated by reference to Exhibit 10(k) of USX Form 10-K for the year ended December 31, 1999. (l) USX Non-Officer Restricted Stock Plan, effective January 30, 2001.. 12.1 Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends 12.2 Computation of Ratio of Earnings to Fixed Charges 21. List of Significant Subsidiaries 23. Consent of Independent Accountants 59 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES YEARS ENDED DECEMBER 31, 2000 AND DECEMBER 31, 1999 (Millions of Dollars) Additions ------------------------------------- Balance at Charges to Charges Balance at Beginning Costs and to Other Other End of Description of Period Expenses Accounts Additions Deductions/(a)/ Period ------------------------------------------------------------------------------------------------------------------------ Year ended December 31, 2000: Reserves deducted in the balance sheet from the assets to which they apply: Allowance for doubtful accounts $ 12 $ 19 $ - $ 37/(b)/ $ 8 $ 60 Inventory market valuation reserve - - - - - - Investments and long-term receivables reserve 3 - 36/(c)/ - 1 38 Tax valuation allowances: Federal 30 - - - 30 - State 52 - - - 2 50 Foreign 282 - - - 30 252 Year ended December 31, 1999: Reserves deducted in the balance sheet from the assets to which they apply: Allowance for doubtful accounts $ 12 $ 5 $ - $ 4/(d)/ $ 9 $ 12 Inventory market valuation reserve 551 - - - 551 - Investments and long-term receivabless reserve 10 - - - 7 3 Tax valuation allowances: Federal 30 - - - - 30 State 52 - - - - 52 Foreign 260 - 22/(e)/ - - 282 ------------------------------------------------------------------------------------------------------------------------ /(a)/ Deductions for the allowance for doubtful accounts and long-term receivables include amounts written off as uncollectible, net of recoveries. Deductions for the inventory market valuation reserve reflect increases in market prices and inventory turnover, resulting in noncash credits to costs and expenses. Reductions in the tax valuation allowances reflect changes in the amount of deferred taxes expected to be realized, resulting in credits to the provision for income taxes. /(b)/ Includes $36 million relating to the acquisition of U. S. Steel Kosice s.r.o. and $1 million reclassification from long-term reserves. /(c)/ Includes $36 million classified to dividend and investee income relating to a notes receivable from an equity investee. /(d)/ Includes $2 million relating to the acquisition of Lorain Tubular LLC, and $2 million reclassification from long-term reserves. /(e)/ Additions to the tax valuation allowances are included in the provision for income taxes. 60 Report of Independent Accountants on Financial Statement Schedule To the Board of Directors of USX Corporation: Our audits of the consolidated financial statements referred to in our report dated February 7, 2001 appearing in the Annual Report on Form 10-K/A of USX Corporation dated September 14, 2001 also included an audit of the financial statement schedule listed in Item 14(a)(2) of this Annual Report on Form 10-K/A. In our opinion, this financial statement schedule presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. /s/ PricewaterhouseCoopers LLP Pittsburgh, PA 15219-2974 February 7, 2001 61 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacity indicated on October 11, 2001. USX CORPORATION By /s/ Larry G. Schultz ---------------------------------- Larry G. Schultz Vice President - Accounting Signature Title --------- ----- Chairman of the Board & * Chief Executive Officer and Director ---------------------------------------- Thomas J. Usher Vice Chairman & Chief Financial Officer * and Director ---------------------------------------- Robert M. Hernandez /s/ Larry G. Schultz Vice President - Accounting ---------------------------------------- Larry G. Schultz * Director ---------------------------------------- Neil A. Armstrong * Vice Chairman and Director ---------------------------------------- Clarence P. Cazalot, Jr. * Director ---------------------------------------- J. Gary Cooper * Director ---------------------------------------- Charles A. Corry * Director ---------------------------------------- Shirley Ann Jackson * Director ---------------------------------------- Charles R. Lee * Director ---------------------------------------- Paul E. Lego * Director ---------------------------------------- John F. McGillicuddy * Director ---------------------------------------- Seth E. Schofield * Director ---------------------------------------- John W. Snow * Director ---------------------------------------- Douglas C. Yearley *By /s/ Larry G. Schultz ---------------------------------------- Larry G. Schultz, Attorney-in-Fact 62