This excerpt taken from the MRO 8-K filed Jan 27, 2005.
Unallocated Administrative Expenses
Unallocated administrative expenses were higher year-over-year. Results for 2004 included a $47 million charge related to equity-based compensation, primarily as a result of an increase in Marathons common stock price during the year. Results also included $43 million of costs related to business transformation and outsourcing activities, including $23 million of upfront costs and $20 million of net settlement and curtailment losses on employee benefit plans resulting from workforce reductions. The outsourcing activities are a part of Marathons and MAPs ongoing business transformation efforts to make the companies more efficient, improve business focus and reduce costs beginning in 2005.