Filed by USX Corporation Pursuant to Rule 425 under the Securities 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 MAP and Pilot Finalize Travel Center Joint Venture Findlay, Ohio, August 31, 2001 - Marathon Ashland Petroleum LLC (MAP), through its wholly owned retail unit Speedway SuperAmerica LLC (SSA), and Pilot Corporation today closed the transaction that formally creates Pilot Travel Centers LLC. The companies announced on March 15, 2001, that they had signed a letter of intent to combine their travel center operations. First day operations for the new company will commence tomorrow. MAP and Pilot will each have a 50 percent interest in Pilot Travel Centers LLC, in what will now be the largest travel center network in the nation with more than 235 locations. The new venture, based in Knoxville, Tenn., will have approximately 11,000 employees. "Today's signing represents the culmination of months of comprehensive planning and discussion and reflects the hard work of many dedicated Pilot, MAP and SSA employees," said James A. Haslam III, who will serve as President and CEO. "The prospect of leading this customer focused joint venture is extremely exciting." "This new company combines the complementary retail assets of two outstanding parent companies in a dynamic growth-oriented venture," said Gary R. Heminger, incoming MAP president. "The creation of this joint venture satisfies MAP's desire to have a nationwide travel center presence a full three years ahead of our strategic business plan. We're eager to develop this business and we're confident it will grow to be the best of class." Based in Findlay, Ohio, MAP is the nation's fifth largest refiner with 935,000 barrels-per-day capacity in its seven-refinery system. MAP is owned 62 percent by Marathon Oil Company (NYSE: MRO) and 38 percent by Ashland Inc. (NYSE: ASH). SSA, headquartered in Enon, Ohio, is the nation's second largest company owned and operated convenience store chain with more than 2,250 stores located in 20 states. Most of the stores are operated under the Speedway and SuperAmerica brand names. Based in Knoxville, the privately-owned Pilot Corporation operates 67 convenience stores in Tennessee and Virginia, in addition to its approximately 140 travel centers. This news release contains forward-looking statements concerning the future benefits which may be realized from the combination of MAP's Speedway SuperAmerica LLC and Pilot Corporation Travel Center operations. The successful completion of the transaction depends upon the receipts of government and other third party approvals. The realization of anticipated benefits is dependent upon the success with which the integration of the operation, management systems and business processes is accomplished; and the business conditions prevailing in the markets to be served by the combined operations.