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1
1993
FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
(MARK ONE) WASHINGTON, D.C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
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 ZERO COUPON CONVERTIBLE SENIOR DEBENTURES
COMMON STOCK, PAR VALUE $1.00 DUE 2005
USX--U. S. STEEL GROUP 7% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2017
COMMON STOCK, PAR VALUE $1.00 5-3/4% CONVERTIBLE SUBORDINATED
USX--DELHI GROUP COMMON STOCK, PAR VALUE $1.00 DEBENTURES DUE 2001
ADJUSTABLE RATE CUMULATIVE PREFERRED STOCK 4-5/8% SUBORDINATED DEBENTURES DUE 1996
(STATED VALUE $50.00 PER SHARE) 8-7/8% NOTES DUE 1997
6.50% CUMULATIVE CONVERTIBLE PREFERRED 8-3/4% Cumulative Monthly Income Preferred Shares,
(LIQUIDATION PREFERENCE $50.00 PER SHARE) Series A (Liquidation Preference $25 per share)**
- - ----------------------------------------------------------------------------------------------------------------------
OBLIGATIONS OF MARATHON OIL COMPANY, A WHOLLY OWNED SUBSIDIARY OF THE
REGISTRANT***
- - ----------------------------------------------------------------------------------------------------------------------
8-1/2% SINKING FUND DEBENTURES DUE 2000 9-3/4% GUARANTEED NOTES DUE 1999
8-1/2% SINKING FUND DEBENTURES DUE 2006 7% GUARANTEED NOTES DUE 2002
======================================================================================================================
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 (#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 FEBRUARY
28, 1994: $8.2 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 286,581,539 SHARES OF USX--MARATHON GROUP COMMON STOCK, 75,387,442
SHARES OF USX--U. S. STEEL GROUP COMMON STOCK AND 9,343,567 SHARES OF
USX--DELHI GROUP COMMON STOCK OUTSTANDING AS OF FEBRUARY 28, 1994.
DOCUMENTS INCORPORATED BY REFERENCE:
PROXY STATEMENTS DATED APRIL 13, 1992 AND MARCH 18, 1994 FOR THE 1992 AND
1994 ANNUAL MEETINGS OF STOCKHOLDERS.
- - ---------------
* THESE SECURITIES ARE LISTED ON THE NEW YORK STOCK EXCHANGE. IN
ADDITION, THE COMMON STOCKS ARE LISTED ON THE MIDWEST STOCK EXCHANGE.
** ISSUED BY USX CAPITAL LLC, A WHOLLY OWNED SUBSIDIARY OF THE REGISTRANT.
*** ALL OF THE LISTED OBLIGATIONS OF MARATHON OIL COMPANY HAVE BEEN
GUARANTEED BY THE REGISTRANT.
2
INDEX
PART I
NOTE ON PRESENTATION . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Item 1. BUSINESS
USX CORPORATION . . . . . . . . . . . . . . . . . . . . . . . . . . 3
MARATHON GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . 4
U. S. STEEL GROUP . . . . . . . . . . . . . . . . . . . . . . . . . 21
DELHI GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Item 2. PROPERTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Item 3. LEGAL PROCEEDINGS
MARATHON GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . 42
U. S. STEEL GROUP . . . . . . . . . . . . . . . . . . . . . . . . . 43
DELHI GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS . . . . . . . . . . . 49
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS . . . . . . . . . . . . . . . . . . . . . . . . 50
Item 6. SELECTED FINANCIAL DATA
USX CONSOLIDATED . . . . . . . . . . . . . . . . . . . . . . . . . 52
MARATHON GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . 54
U. S. STEEL GROUP . . . . . . . . . . . . . . . . . . . . . . . . . 55
DELHI GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
USX CONSOLIDATED . . . . . . . . . . . . . . . . . . . . . . . . . U-36
MARATHON GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . M-23
U. S. STEEL GROUP . . . . . . . . . . . . . . . . . . . . . . . . . S-23
DELHI GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . D-21
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
USX CONSOLIDATED . . . . . . . . . . . . . . . . . . . . . . . . . U-1
MARATHON GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . M-1
U. S. STEEL GROUP . . . . . . . . . . . . . . . . . . . . . . . . . S-1
DELHI GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . D-1
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE . . . . . . . . . . . . . . . . . 57
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT . . . . . . . . . . . . 59
Item 11. MANAGEMENT REMUNERATION . . . . . . . . . . . . . . . . . . . . . . . . . 60
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS . . . . . . . . . . . . . . 60
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
1
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NOTE ON PRESENTATION
USX Corporation ("USX" or the "Corporation") is a diversified company
which is principally engaged in the energy business through its Marathon Group,
in the steel business through its U. S. Steel Group and in the gas gathering
and processing business through its Delhi Group. USX has three classes of
common stock, USX-Marathon Group Common Stock ("Marathon Stock"), USX-U. S.
Steel Group Common Stock ("Steel Stock") and USX-Delhi Group Common Stock
("Delhi Stock"). The Marathon Stock, Steel Stock and Delhi Stock are intended
to provide stockholders with separate securities reflecting the performance of
the Marathon Group, the U. S. Steel Group and the Delhi Group, respectively,
without diminishing the benefits of remaining a single corporation or
restricting future restructuring options.
USX continues to include consolidated financial information in its
periodic reports required by the Securities Exchange Act of 1934, in its annual
shareholder reports and in other financial communications. The consolidated
financial statements are supplemented with separate financial statements of the
Marathon Group, the U. S. Steel Group and the Delhi Group, together with the
related Management's Discussion and Analyses, descriptions of business and
other financial and business information to the extent such information is
required to be presented in the report being filed. The financial information
of the Marathon Group, the U. S. Steel Group and the Delhi Group, taken
together, includes all accounts which comprise the corresponding consolidated
financial information of USX.
For consolidated financial reporting purposes, USX's reportable
industry segments correspond with its three groups. The attribution of assets,
liabilities (including contingent liabilities) and stockholders' equity among
the Marathon Group, the U. S. Steel Group and the Delhi Group for the purpose
of preparing their respective financial statements does not affect legal title
to such assets and responsibility for such liabilities. Holders of Marathon
Stock, Steel Stock and Delhi Stock are holders of common stock of USX and
continue to be subject to all of the risks associated with an investment in USX
and all of its businesses and liabilities. Financial impacts arising from any
of the groups which affect the overall cost of USX's capital could affect the
results of operations and financial condition of all groups. Accordingly, the
USX consolidated financial information should be read in connection with the
Marathon Group, the U. S. Steel Group and the Delhi Group financial
information.
For information regarding accounting matters and policies affecting
the Marathon Group, the U. S. Steel Group and the Delhi Group financial
statements, see "Financial Statements and Supplementary Data - Notes to
Financial Statements - 1. Basis of Presentation" and "- 3. Corporate
Activities" for each respective group. For information regarding dividend
limitations and dividend policies affecting holders of Marathon Stock, Steel
Stock and Delhi Stock, see "Market for Registrant's Common Equity and Related
Stockholder Matters".
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4
PART I
ITEM 1. BUSINESS
USX CORPORATION
USX Corporation was incorporated in 1901 and is a Delaware
corporation. Executive offices are located at 600 Grant Street, Pittsburgh, PA
15219-4776. The terms "USX" and "Corporation" when used herein refer to USX
Corporation or USX Corporation and its subsidiaries, as required by the
context.
INDUSTRY SEGMENTS
For consolidated reporting purposes, USX's reportable industry
segments correspond with its three groups. A description of the groups and
their products and services is as follows:
o The Marathon Group is engaged in worldwide exploration,
production, transportation and marketing of crude oil and natural
gas; and domestic refining, marketing and transportation of
petroleum products.
o The U. S. Steel Group includes U. S. Steel, one of the largest
integrated steel producers in the United States, which is primarily
engaged in the production and sale of a wide range of steel mill
products, coke, and taconite pellets. The U. S. Steel Group also
includes the management of mineral resources, domestic coal
mining, engineering and consulting services and technology
licensing. Other businesses that are part of the U. S. Steel Group
include real estate development and management, fencing products,
leasing and financing activities, and a majority interest in a
titanium metal products company.
o The Delhi Group is engaged in the purchasing, gathering,
processing, transporting and marketing of natural gas. Data with
respect to the Delhi Group for periods prior to October 2, 1992,
represent the historical financial data of the businesses included
in the Delhi Group. Such data for periods prior to that date are
included in the Marathon Group.
With respect to the number of active employees reported for each of
the groups, USX Headquarters employees, whose functions are of a corporate
nature not directly attributable to a specific group, are excluded from the
total number of employees reported for each group. The total number of such
USX Headquarters employees at year-end was 292 in 1993, 364 in 1992 and 507 in
1991. The reduction in total number of such employees between 1991 and 1993
primarily reflected a reorganization in August 1992 which resulted in certain
USX Headquarters employees being reclassified as U. S. Steel Group employees.
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Below is a three-year summary of financial highlights for the groups.
OPERATING
INCOME ASSETS
SALES (LOSS)(a) (AT YEAR-END)
----- -------- -------------
(MILLIONS)
Marathon Group (b)
1993 . . . . . $11,962 $ 169 $10,806
1992 . . . . . 12,782 304 11,141
1991 . . . . . 13,975 358 11,644
U. S. Steel Group
1993 . . . . . $ 5,612 $ (149) $ 6,616
1992 . . . . . 4,919 (241) 6,251
1991 . . . . . 4,864 (617) 5,627
Delhi Group (c)
1993 . . . . . $ 535 $ 36 $ 580
1992 . . . . . 458 33 565
1991 . . . . . 423 31 584
- - --------------------
(a) Included the following: a $342 million charge related to the Lower Lake
Erie Iron Ore Antitrust Litigation against a former USX subsidiary, the
Bessemer & Lake Erie Railroad, for the U. S. Steel Group in 1993;
restructuring charges of $42 million, $10 million and $402 million for
the U. S. Steel Group in 1993, 1992 and 1991, respectively; restructuring
charges of $115 million and $24 million for the Marathon Group in 1992
and 1991, respectively; and inventory market valuation charges (credits)
for the Marathon Group of $241 million, $(62) million and $260 million in
1993, 1992 and 1991, respectively.
(b) Included sales and operating income for the businesses comprising the
Delhi Group for periods prior to October 2, 1992, and assets related to
the businesses comprising the Delhi Group at year-end 1991.
(c) Data presented for periods prior to October 2, 1992, reflect the combined
historical financial information for the businesses comprising the Delhi
Group. Data presented for periods beginning on or subsequent to October
2, 1992, reflect the financial information for the businesses of the
Delhi Group as well as the effects of the capital structure of the Delhi
Group determined by the Board of Directors in accordance with the USX
Certificate of Incorporation; and a portion of the corporate assets and
liabilities and related transactions which are not separately identified
with the ongoing operating units of USX.
MARATHON GROUP
The Marathon Group includes Marathon Oil Company ("Marathon") and
certain other USX subsidiaries. The Marathon Group is engaged in worldwide
exploration, production, transportation and marketing of crude oil and natural
gas; and domestic refining, marketing and transportation of petroleum
products. Marathon Group sales (excluding sales from businesses now included
in the Delhi Group) as a percentage of USX consolidated sales were 66% in
1993, 69% in 1992 and 72% in 1991. Prior to October 2, 1992, the Marathon
Group also included the businesses of Delhi Gas Pipeline Corporation and
certain other USX subsidiaries engaged in the purchasing, gathering,
processing, transporting and marketing of natural gas which are now included in
the Delhi Group. The Marathon Group financial data for the periods prior to
October 2, 1992, include the combined historical financial position, results of
operations and cash flows for the businesses of the Delhi Group. Beginning
October 2, 1992, the financial statements of the Marathon Group do not include
the financial position, results of operations and cash flows for the businesses
of the Delhi Group except for the financial effects of the Retained Interest.
For a further discussion of the Retained Interest, see "Financial Statements
and Supplementary Data - Notes to Financial Statements - 3. Corporate
Activities - Common stock transactions" for the Marathon Group.
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The following table summarizes Marathon Group sales for each of the
last three years:
SALES
1993 1992 1991
---- ---- ----
(MILLIONS)
Refined Products and Merchandise . . . . . . . . $ 6,561 $ 6,629 $ 6,969
Crude Oil and Condensate . . . . . . . . . . . . 567 764 1,051
Natural Gas . . . . . . . . . . . . . . . . . . 607 581 656
Natural Gas Liquids . . . . . . . . . . . . . . 60 68 77
Gas Gathering and Processing . . . . . . . . . . -- 310 439
Transportation, Drilling and Other . . . . . . . 222 238 181
Matching Buy/Sell Transactions (a) . . . . . . . 2,018 2,537 2,940
Excise Taxes (b) . . . . . . . . . . . . . . . . 1,927 1,655 1,662
------- ------- -------
TOTAL SALES . . . . . . . . . . . . . . . . . . . $11,962 $12,782 $13,975
======= ======= =======
- - --------------------
(a) Consists of sales of crude oil and refined products which are offset in
cost of sales by costs of matching purchases of corresponding volumes,
resulting in no effect on income. Buy/sell transactions are settled in
cash.
(b) Included in both sales and operating costs, resulting in no effect on
income.
The oil and gas industry is characterized by a large number of
companies, none of which is dominant within the industry but a number of which
have greater resources than Marathon. Marathon must compete with these
companies for the rights to explore for oil and gas. Acquiring the more
attractive exploration opportunities frequently requires competitive bids
involving substantial front-end bonus payments or commitments to work programs.
Based on 1992 worldwide liquid hydrocarbon and natural gas production, as
compiled by Oil & Gas Journal, Marathon ranked 13th among U.S. based
petroleum corporations. Marathon believes it has 28 primary U.S. based
exploration and production competitors, and a much larger number worldwide.
Marathon must also compete with these and many other companies to acquire crude
oil for refinery processing and in the distribution and marketing of a full
array of petroleum products. Based on the U. S. Department of Energy's
PETROLEUM SUPPLY ANNUAL for 1992, which is the most recent year for which such
information is available and which was published prior to the 1993 temporary
idling of Marathon's 50,000 barrel per day Indianapolis refinery, Marathon
ranked seventh among U. S. petroleum corporations on the basis of crude oil
refining capacity. In addition, Marathon ranked tenth in refined product sales
based on 1992 data published by NATIONAL PETROLEUM NEWS. Marathon competes in
three separate markets for the sale of refined products. Marathon
believes that it competes with primarily 37 companies in the wholesale
distribution of petroleum products to private brand marketers and large
commercial and industrial consumers; nine refiner/marketers in the supply of
branded petroleum products to dealers and jobbers; and over 1,000 petroleum
product retailers in the retail sale of petroleum products. Marathon also
competes in the convenience store industry through its retail market outlets.
The Marathon Group's operating results are affected by price changes
in crude oil, natural gas and petroleum products as well as changes in
competitive conditions in the markets it serves. Generally, operating results
from production operations benefit from higher crude oil and natural gas prices
while refining and marketing margins may be adversely affected by crude oil
price increases, depending upon market conditions.
The total number of active Marathon Group employees at year-end was
21,914 in 1993, 22,509 in 1992 and 24,352 in 1991. The reduction in the total
number of employees between 1991 and 1993 reflected the exclusion in 1992 of
employees of the businesses of the Delhi Group, the consolidation of several
production and marketing offices, the closing of marginal retail outlets, the
temporary idling of Marathon's Indianapolis refinery in 1993 and improved
operating efficiencies. In addition, Marathon implemented early retirement and
termination programs which resulted in the reduction of nearly 500 employees
during 1992.
Certain Marathon hourly employees at two of its four operating
refineries and various other locations are represented by labor unions. Such
employees at the Detroit refinery are represented by the International
Brotherhood of Teamsters under a labor agreement which will expire on November
15, 1994. Such employees at the Texas City refinery are represented by the
Oil, Chemical and Atomic Workers Union under a labor agreement which expires on
March 31, 1996.
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OIL AND NATURAL GAS EXPLORATION AND DEVELOPMENT
Marathon is currently conducting exploration and development
activities in 16 countries, including the United States. Principal exploration
activities are in the United States, Australia, the United Kingdom, Ireland,
Bolivia, Gabon, Tunisia, Egypt and the Netherlands. Principal development
activities are in the United States, the United Kingdom, Indonesia, the
Netherlands, Ireland, Norway and Egypt.
Exploration activities during 1993 resulted in discoveries in the
United Kingdom, Egypt and the United States (both onshore and the Gulf of
Mexico).
The following table sets forth, by geographic area, the number of net
productive and dry development and exploratory wells completed in each of the
last three years (references to "net" wells or production indicate Marathon's
ownership interest or share as the context requires):
NET PRODUCTIVE AND DRY WELLS COMPLETED (a)
1993 1992 1991
---- ---- ----
Development PROD. DRY PROD. DRY PROD. DRY
----- --- ----- --- ----- ---
United States (b) . . . . . 104 2 28 1 103 6
Europe . . . . . . . . . . . 1 -- -- 1 2 --
Middle East and Africa . . . 2 -- 3 1 -- --
---- ---- ---- ---- ---- ----
TOTAL . . . . . . . . . . . . . . . . 107 2 31 3 105 6
==== ==== ==== ==== ==== ====
Exploratory
United States . . . . . . . 11 12 29 12 42 25
Europe . . . . . . . . . . . 1 1 1 1 1 2
Middle East and Africa . . . 1 1 3 10 -- 1
Other International . . . . -- 4 -- 4 -- 1
---- ---- ---- ---- ---- ----
TOTAL . . . . . . . . . . . . . . . . 13 18 33 27 43 29
==== ==== ==== ==== ==== ====
- - --------------------
(a) Includes the number of wells completed during the year regardless of when
drilling was initiated. Completion refers to the installation of
permanent equipment for the production of oil or gas or, in the case of a
dry well, the reporting of abandonment to the appropriate agency.
(b) The fluctuations between years primarily reflected a reduction in domestic
drilling activity in 1992 followed by increased activity in 1993.
UNITED STATES
Exploration wells completed in the United States during 1993 totaled
32 gross wells (23 net wells) consisting of wildcat and delineation wells.
Principal domestic exploration and development activities were in the U. S.
Gulf of Mexico and the states of Texas, Louisiana, Oklahoma and Wyoming.
Exploration expenses during the three years ended December 31, 1993,
totaled $240 million in the United States, of which $60 million was incurred in
1993. Development expenditures during the three years ended December 31, 1993,
totaled $543 million in the United States, of which $233 million was incurred
in 1993.
The following is a summary of recent, significant exploration and
development activity in the United States including discussion, as deemed
appropriate, of completed wells, drilling wells and wells under evaluation.
Platform fabrication begun in 1992 to develop the Ewing Bank 873 Block
in the Gulf of Mexico was approximately 70% completed by year-end 1993. The
Ewing Bank 873 discovery well was drilled in early 1991 and tested at 2,400
gross barrels per day ("bpd"). Three delineation wells were completed in 1992
establishing an oil column of 2,300 feet. First production is planned for late
1994 and is expected to peak at 27,000 gross bpd of oil and 18 gross million
cubic feet per day ("mmcfd") of gas. Marathon is the operator and has a 66.7%
working interest in this development which is located in 775 feet of water.
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Development options are being evaluated for an exploratory well
drilled in 1993. The well was drilled in 1,900 feet of water at Ewing Bank
1006, located ten miles south of Ewing Bank 873. The well encountered 77 feet
of oil sand and tested at a rate of 1,200 gross bpd of oil and 0.7 gross mmcfd
of natural gas. Marathon is the operator and has a 33.3% working interest in
the well.
Initial development drilling was completed on South Pass 86 Platform
"C" in 1993. A total of seven wells were producing at December 31, 1993.
Production in 1993 averaged 7,100 gross bpd of oil and 34 gross mmcfd of
natural gas. Natural gas production is expected to be maintained at about the
1993 level until the year 2000, then rise to a peak of approximately 70 gross
mmcfd. Marathon is the operator and has a 25% working interest in this
property.
At South Pass 87, drilling in 1992 and 1993 confirmed the presence of
gas and condensates with an associated oil reservoir discovered in 1991. The
total hydrocarbon column is approximately 2,500 feet. The No. 4 well was
tested in 1992 at a rate of 2,590 gross bpd of oil and 4.6 gross mmcfd of gas.
Two delineation wells drilled in early 1994 from the South Pass 87 template to
bottom hole locations on West Delta Block 128 and South Pass Block 88,
encountered 222 feet and 60 feet of net gas/condensate pay, respectively. An
additional well is planned for 1994. Fabrication of "platform D" is
scheduled to commence in 1994 and first production is planned for 1995.
Marathon is the operator and has a 33.3% working interest in South Pass 87,
which is located in 375 feet of water, and a 50% working interest in West Delta
128 and South Pass 88.
In 1992, Marathon announced that a discovery well drilled on South
Marsh Island Block 192, offshore Louisiana encountered 65 feet of net gas pay.
A subsea completion is tentatively scheduled by the third-party operator for
late 1994 with first production in early 1995. Marathon has a 33.3% working
interest in this block, which is located in 394 feet of water.
In the first quarter of 1993, Marathon drilled two successful gas
wells in East Texas. The Lewis #1 well found 57 feet of net gas and condensate
pay in multiple zones. The timing of initial sales from the well is contingent
upon the construction of a necessary treatment facility and further development
of the area. The Poth #1 well found over 300 feet of net gas pay in the Cotton
Valley. Initial sales from this well totaled 21 gross mmcfd. Additional three
dimensional seismic data is being acquired in preparation for drilling in this
area in 1994. Marathon has a 100% working interest in both of these
discoveries.
In 1993, Marathon drilled 11 gross horizontal wells (11 net wells) in
the Austin Chalk formation, of which 9 were commercially productive.
During 1993, development activities in northern Louisiana and southern
Arkansas continued with the drilling of seven gross wells (five net wells) in
the established Shongaloo/Red Rock, Haynesville and Springhill Fields. Gas
cycling projects were commenced in the Shongaloo/Red Rock Field in 1991 and the
Haynesville Field in mid-1992, to enhance ultimate recovery.
Contract Drilling--FWA Drilling Company, Inc. owns 28 onshore rotary
drilling rigs operating in the state of Texas.
INTERNATIONAL
In 1993, Marathon drilled 13 gross wildcat and delineation wells (7
net wells) in seven countries. Of the 13 wells, 3 encountered hydrocarbons: 2
in the United Kingdom and 1 in Egypt. Significant net exploration acreage was
obtained by Marathon during 1993 in the United Kingdom (269,687 acres), Ireland
(178,055 acres) and Egypt (41,143 acres).
Marathon's expenses for international oil and natural gas exploration
activities during the three years ended December 31, 1993, totaled $256
million, of which $85 million was incurred in 1993. Marathon's international
development expenditures during the three years ended December 31, 1993,
totaled $1.1 billion, of which $319 million was incurred in 1993. Development
expenditures during this three-year period included $696 million for the
development of the East Brae Field and construction of the Scottish Area Gas
Evacuation ("SAGE") system. Marathon expects continued expenditures on
international projects.
U. K. NORTH SEA--Marathon is continuing its development of the Brae
area in the United Kingdom sector of the North Sea where it is the operator and
owns a 41.6% revenue interest in the South, Central and North Brae Fields and a
39.1% revenue interest in the East Brae Field. Marathon has interests in 28
blocks in the U.K. North Sea.
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A 1992 appraisal well of the 1987 Middle Jurassic Beinn gas condensate
discovery has been the subject of a U.K. Government approved production test
since December 1992. A second delineation/development well was drilled in 1993
to the Beinn reservoir, and was initially completed in the shallower, Upper
Jurassic formation adjacent to the North Brae field. Following depletion
of that reservoir, the well will be completed as a Beinn development well.
Marathon began drilling a third Beinn delineation/development well in late
1993 which is scheduled for completion in 1994. Formal U.K. Government
approval to develop the field was received in February 1994. Marathon has
a 41.6% revenue interest in these discoveries. See "Oil and Natural Gas
Production - International - North Sea" for a description of Brae
production operations.
East Brae is a gas condensate field and the largest field yet
discovered by Marathon in the Brae area. Liquid hydrocarbon production
commenced in late December 1993 and is expected to reach 115,000 gross bpd by
late 1994. Gross estimated reserves exceed 300 million barrels of liquids and
1.5 trillion cubic feet ("tcf") of natural gas. Marathon classified its share
of these reserves as proved in 1990. The East Brae design and development
program is projected to require a gross investment of $1.5 billion, of which
Marathon's share is $620 million, 90% of which was expended as of December 31,
1993.
Participation in the SAGE system will provide pipeline transportation
for Brae gas. The Brae group owns 50% of SAGE, which will have a wet gas
capacity of 1.2 gross billion cubic feet ("bcf") per day. The other 50% is
owned by the Beryl group which operates the system. The 30-inch pipeline will
connect the Brae and Beryl Fields to a gas processing terminal at St. Fergus in
northeast Scotland. Construction of the Brae phase of this project is
complete and commissioning of gas processing facilities will be concluded in
1994. Gross project costs approximate $1.2 billion, of which Marathon's share
is approximately $280 million. Marathon has entered into agreements for the
sale of more than 1.1 gross tcf of Brae area gas (615 net bcf). As a result,
approximately 205 gross mmcfd (112 net mmcfd ) will be supplied under separate
gas contracts to U.K. utilities over 15 years, commencing in late 1994.
EGYPT--Marathon has rejoined a Nile Delta exploration effort by
agreeing to a three well drilling program. The first of these wells was a
successful exploration well drilled and tested in 1993 on the Abu Madi West
Development Lease seven miles northwest of Marathon's joint-interest El Qar'a
Gas Field. The well's production potential and opportunities for delineation
are being evaluated. Marathon has a 25% working interest in the El Qar'a
Northwest discovery. Also in the Nile Delta area, contract negotiations
are underway for exploration of the 840,000 acre El Manzala Block.
RUSSIA--During 1993, significant progress was made on the Sakhalin
project. An international consortium, led by Marathon, neared completion of
negotiations on a Production Sharing Contract for the development of the
Lunskoye gas field and the Piltun-Astokhskoye oil field. Marathon has a 30%
equity interest in the consortium. It is anticipated that the consortium will
form a joint venture company which is expected to sign the Production Sharing
Contract in 1994. Any commitment of the joint venture company will be
conditioned upon the adoption of a set of laws, regulations and permits by the
necessary Russian authorities such that the Production Sharing Contract would
essentially have the force of law. The proposed Production Sharing Contract
initially provides for appraisal periods of 2 to 3 years for the oil field and
3 to 5 years for the gas field. According to Russian experts, these two fields
contain reserves of 750 million barrels of oil and condensate and 14 tcf of
natural gas.
INDONESIA--On December 31, 1992, the Plan of Development ("POD")for
the Kakap KRA and KG oil fields in the South China Sea was approved by the
Indonesian Government. This project will develop an estimated 50 million gross
barrels of oil through existing infrastructure. A contract was awarded in
November 1993 for the engineering, construction and installation of the
platforms, facilities and pipelines along with connection to existing
production facilities in the Kakap Block. First oil is anticipated in
April 1995 and production is expected to peak at an estimated 50,000 gross
bpd of oil later that year. Marathon is the operator and has a 37.5%
working interest in this development.
IRELAND--In 1993, Marathon drilled the second and third wells in a
seven well exploratory drilling program required by a 1991 agreement between
Marathon and the Irish Government. None of the wells drilled to date
encountered commercial quantities of hydrocarbons.
BOLIVIA--Marathon earned, subject to government approval, a 50%
working interest in a six million acre concession in Bolivia by completing a
seismic program in 1993. The first exploratory well is tentatively scheduled
for late 1994.
AUSTRALIA--During 1993, Marathon continued an exploration program in
two blocks in Zone-of-Cooperation "A" located between Indonesia and Australia
in the Timor Gap. An exploratory drilling program is currently planned for
1994 in both blocks.
8
10
TUNISIA--Marathon plans to drill three exploratory wells in 1994,
two in the Grombalia Block and one in the Cap Bon Block.
GABON--Marathon began work on the Kowe permit (offshore block F-89)
awarded in 1992. A seismic program was conducted during 1993 in anticipation
of a one well drilling program in late 1994. Marathon has a 75% working
interest in the block which is located approximately 90 miles southeast of Port
Gentil.
SYRIA--Marathon is awaiting approval of a POD submitted to the
Syria Petroleum Company in May 1993, for the development of Marathon's gas
reserves in the Palmyra Block. Negotiation of a gas sales agreement would be
required following approval of the POD.
NETHERLANDS--Marathon, through its 50% equity interest in CLAM
Petroleum Company ("CLAM"), drilled one well during 1993 in Block K11 in the
Netherlands North Sea. Two additional wells are planned for 1994, one in Block
E18 which was awarded in 1993 and one in Block L13 in the existing joint
development area.
The following table sets forth, by geographic area, the developed and
undeveloped oil and gas acreage held as of December 31, 1993:
GROSS AND NET ACREAGE
DEVELOPED &
DEVELOPED UNDEVELOPED UNDEVELOPED
--------- ----------- -----------
GROSS NET GROSS NET GROSS NET
----- --- ----- --- ----- ---
(THOUSANDS OF ACRES)
United States . . . . . . 2,839 1,109 2,842 1,624 5,681 2,733
Europe . . . . . . . . . 403 292 2,215 1,388 2,618 1,680
Middle East and Africa . 72 34 45,369 15,715 45,441 15,749
Other International . . 401 150 13,796 9,596 14,197 9,746
------ ------ ------ ------ ------ ------
TOTAL . . . . . . . . . 3,715 1,585 64,222 28,323 67,937 29,908
====== ====== ====== ====== ====== ======
9
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RESERVES
Estimated quantities of net proved oil and gas reserves at the end of
each of the last three years are summarized in the table presented below.
Reports have been filed with the U.S. Department of Energy ("DOE") for
the years 1992 and 1991 disclosing the year-end estimated oil and gas reserves.
A similar report will be filed for 1993. The year-end estimates reported to
the DOE are the same as the estimates reported herein. For additional
information regarding oil and gas reserves see "Financial Statements and
Supplementary Data - Supplementary Information on Oil and Gas Producing
Activities - Estimated Quantities of Proved Oil and Gas Reserves".
NET PROVED OIL AND GAS RESERVES AT DECEMBER 31
DEVELOPED DEVELOPED & UNDEVELOPED
-------------------------- --------------------------
1993 1992 1991 1993 1992 1991
---- ---- ---- ---- ---- ----
(MILLIONS OF BARRELS)
Crude Oil, Condensate and
Natural Gas Liquids
United States . . . . . . 494 495 514 573 576 597
Europe . . . . . . . . . . 221 97 108 230 230 233
Middle East and Africa (a) 22 19 6 22 26 27
Other International . . . 7 8 11 17 16 11
--- --- --- --- --- ---
TOTAL . . . . . . . . . . . . . 744 619 639 842 848 868
=== === === === === ===
(BILLIONS OF CUBIC FEET)
Natural Gas
United States . . . . . . 1,391 1,523 1,713 2,044 2,099 2,267
Europe . . . . . . . . . . 1,566 1,020 1,089 1,619 1,673 1,708
Middle East and Africa (a) 58 52 -- 60 52 59
Other International . . . 25 42 43 25 42 43
----- ----- ----- ------ ----- -----
Total Consolidated . . 3,040 2,637 2,845 3,748 3,866 4,077
Equity Share in CLAM (b) . 95 95 125 153 164 181
----- ----- ----- ----- ----- -----
TOTAL . . . . . . . . . . . . . 3,135 2,732 2,970 3,901 4,030 4,258
===== ===== ===== ===== ===== =====
- - --------------------
(a) Proved developed reserves located in Libya have been excluded. See
"Financial Statements and Supplementary Data - Notes to Financial
Statements - 26. Contingencies and Commitments - Libyan operations" for the
Marathon Group.
(b) For a description of CLAM, see "Oil and Natural Gas Production -
International - North Sea" below.
At December 31, 1993, the Marathon Group's combined net proved
reserves of liquid hydrocarbons and natural gas were approximately 1.5 billion
barrels of oil equivalent, of which approximately 85% were proved developed
reserves and 15% were proved undeveloped reserves. (Natural gas reserves are
converted to barrels of oil equivalent using a conversion factor of six
thousand cubic feet ("mcf") of natural gas to one barrel of oil.) Net proved
reserves are located principally in the United States, the U.K. North Sea, the
Irish Celtic Sea, the Norwegian North Sea and North Africa. Liquid
hydrocarbons represented approximately 57% of combined net proved reserves.
10
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OIL AND NATURAL GAS PRODUCTION
The following tables set forth net production of crude oil, condensate
and natural gas liquids, and natural gas by geographic area for each of the
last three years:
1993 1992 1991
---- ---- ----
NET CRUDE OIL, CONDENSATE AND NATURAL GAS LIQUIDS PRODUCTION
(THOUSANDS OF BARRELS PER DAY)
United States (a) . . . . . . . . . . . . . . . . . . . 111 118 127
International (b) -- Europe . . . . . . . . . . . . . . 26 36 44
-- Middle East and Africa . . . . . . 16 13 12
-- Other . . . . . . . . . . . . . . 3 7 12
----- ----- -----
Total International . . . . . . . . . . . 45 56 68
----- ----- -----
TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . 156 174 195
===== ===== =====
NET NATURAL GAS PRODUCTION
(MILLIONS OF CUBIC FEET PER DAY)
United States (a) . . . . . . . . . . . . . . . . . . . 529 593 689
International -- Europe . . . . . . . . . . . . . . . . 356 326 336
-- Middle East and Africa . . . . . . . . 17 12 --
----- ----- -----
Total International . . . . . . . . . . . . 373 338 336
----- ----- -----
Total Consolidated . . . . . . . . . . . . . 902 931 1,025
Equity Share in CLAM (c) . . . . . . . . . . . . . . . 35 41 49
----- ----- -----
TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . 937 972 1,074
===== ===== =====
- - ----------------------
(a) Amounts include production from leasehold and plant ownership, after
interest of others and after royalties.
(b) Amounts represent equity tanker liftings, truck deliveries and direct
deliveries of liquid hydrocarbons before royalties. The amounts correspond
with the basis for fiscal settlements with governments. Crude oil
purchases, if any, from host governments are not included.
(c) For a description of CLAM, see "International - North Sea" below.
Marathon is currently producing crude oil and/or natural gas in eight
countries, including the United States. Marathon's 1993 liquid hydrocarbon
production averaged 156,000 net bpd, down 18,000 net bpd from the prior year.
The domestic decline of 7,000 net bpd largely reflected natural declines and
property sales. The 11,000 net bpd decline in international production was
primarily attributable to natural declines at the North, South and Central Brae
Fields in the U.K. sector of the North Sea and a required four-week shut-in of
Brae operations for maintenance of third-party platforms and pipelines. An
increase in domestic production is expected in 1994 and 1995 attributable to
offshore U. S. Gulf Coast projects, while previously mentioned declines in
international production will be more than offset by new U.K. East Brae
production (which commenced in late December 1993), along with planned new
production from the Indonesia KRA/KG development.
Natural gas production, including Marathon's equity share of CLAM's
production, averaged 937 net mmcfd for 1993. Net natural gas production in the
U.S. declined by 11% in 1993 as a result of asset sales and natural declines,
but is expected to remain stable at least through 1995 as natural declines are
offset by increased drilling activity. International natural gas production
increased by 10% in 1993 with further increases expected in 1994 and 1995
primarily due to Brae area gas sales which are contracted to commence in the
fourth quarter of 1994.
UNITED STATES
Approximately 71% of Marathon's 1993 worldwide liquid hydrocarbon
production and equity liftings and 56% of worldwide natural gas production were
from domestic operations. The principal domestic producing areas are located
in Texas, Wyoming, the U.S. Gulf of Mexico and Alaska.
TEXAS--Marathon owns a 49.48% working interest in, and is the operator
of, the Yates Field Unit, one of the largest fields in the United States.
Marathon's 22,000 net bpd of 1993 liquid hydrocarbon production from the Yates
Field and Gas Plant accounted for 20% of Marathon's total U.S. production. The
field's average annual production declined less than 3% during 1993,
11
13
which was the first year since 1985 that the field's production rate at
year-end exceeded the production rate at the beginning of the year. The
field's average annual production declined by 9% in 1992, 8% in 1991 and 19% in
1990. Marathon continues to apply new technologies in the Yates Field to
further extend production life and maximize oil recovery and profitability.
WYOMING--Since operations began in 1912, Marathon has produced over
one billion gross barrels of oil in the state and was the leading oil producer
in 1993. Production for 1993 averaged 27,200 net bpd representing 25% of
Marathon's total U.S. liquid hydrocarbon production. Continuing development of
mature fields such as Oregon Basin, the state's largest oil producing field,
combined with developments in other fields have offset most recent production
declines. Marathon continues to apply enhanced recovery and reservoir
management programs and cost containment efforts to maximize oil recovery and
profitability.
GULF OF MEXICO--During 1993, Marathon produced 10,500 net bpd of
liquid hydrocarbons and 99 net mmcfd of natural gas in the U.S. Gulf of Mexico,
representing a 9% increase in liquid hydrocarbon production and a 25% decline
in natural gas production from the prior year. Approximately 50% of the
decline in natural gas production was due to property sales. At year-end 1993,
Marathon held working interests in 14 fields producing from 31 platforms, 23 of
which Marathon operates. The Gulf of Mexico remains an area of prime
importance to Marathon with new production platforms planned for the Ewing Bank
873 Field in 1994 and the South Pass 87 development in 1995. See "Oil and
Natural Gas Exploration and Development -- United States" above.
ALASKA--Marathon has interests in seven of the 15 drilling and
production platforms in the Cook Inlet, and operates four of the platforms .
The McArthur River Field, located in the Cook Inlet, continues to be Marathon's
largest field in Alaska. In 1993, the Steelhead platform, the largest platform
in Cook Inlet, produced an average of 152 gross mmcfd of natural gas, a decline
of 11% from the prior year due primarily to reduced demand. Development
drilling in the McArthur River Field, in which Marathon has a 51% working
interest, is planned to continue in 1994.
INTERNATIONAL
Interests in liquid hydrocarbon and/or natural gas production are held
in the U.K. North Sea, Ireland, the Norwegian North Sea, Indonesia, Tunisia and
Egypt. In addition, Marathon has an equity interest in the Netherlands North
Sea.
NORTH SEA--Marathon's crude oil and natural gas liquids liftings from
the North, South and Central Brae Fields for 1993 averaged 23,300 net bpd
compared with 34,400 net bpd in 1992. Liftings for 1993 from the maturing
South Brae Field averaged 4,200 net bpd compared with 5,200 net bpd in 1992 and
8,400 net bpd in 1991. The South Brae platform also serves as a vital link in
generating third-party pipeline tariff revenue. To date, production from seven
third-party fields is contracted to the Brae pipeline system. Five of the
fields are currently onstream, one is expected to be placed onstream in 1994
and another is scheduled to be brought on in 1996.
North Brae is a maturing gas condensate field and continues to be
developed using the gas cycling technique. This technique separates natural
gas liquids and returns the dry gas to the reservoir for pressure maintenance,
increasing the overall liquids recovery. During 1993, liftings, including
production from the previously mentioned Beinn discovery processed by North
Brae facilities, totaled 14,100 net bpd compared with 21,600 net bpd and 28,400
net bpd in 1992 and 1991, respectively.
Central Brae is a multi-well subsea development tied to South Brae
facilities. Liftings averaged 5,000 net bpd in 1993 compared with 7,600 net
bpd in 1992 and 5,300 net bpd in 1991.
East Brae production commenced in late December 1993 and is expected
to reach 115,000 gross bpd (45,000 net bpd) late 1994.
Marathon holds an interest in the V-Fields gas development in the
Southern Basin of the U.K. North Sea. Marathon's sales from the V-Fields
averaged 22 net mmcfd in 1993 compared with 18 net mmcfd in 1992 and 33 net
mmcfd in 1991. The changes in average equity production during the three-year
period primarily reflected fluctuations in customer demand.
In the Norwegian North Sea, Marathon has a 24% working interest in the
Heimdal Field with sales of 75 net mmcfd of natural gas and 2,000 net bpd of
condensate in 1993.
Marathon's 50% equity interest in CLAM, a natural gas and gas liquids
producer in the Netherlands North Sea, provides a 6% entitlement in the
production of 16 gas fields which provided sales of 35 net mmcfd of natural gas
in 1993.
12
14
IRELAND--Marathon owns a 100% working interest in the Kinsale Head and
Ballycotton Fields in the Celtic Sea. Combined sales of natural gas averaged
258 net mmcfd, 227 net mmcfd and 230 net mmcfd in 1993, 1992 and 1991,
respectively. Four compressors were installed at Kinsale Head, two in each of
1992 and 1993, to increase the deliverability from the fields.
TUNISIA--Marathon has a 50% working interest in the
Belli Field which is located 30 miles southeast of Tunis. Liftings averaged
5,900 net bpd of oil in 1993 compared with 6,500 net bpd in 1992.
Marathon also owns a 31% interest in the Ezzaouia Field, located 220
miles south of Tunis. Liftings from this field averaged 2,300 net bpd in 1993,
a decline of 45% from the prior year due to natural declines.
INDONESIA--Marathon operates and has a 37.5% working interest in two
producing fields (KH and KF) in the Kakap Block in the Natuna Sea. The fields
produce into a floating production and storage tanker. Liftings from
Marathon's Kakap Block averaged 3,300 net bpd in 1993, a decline of 35% from
the prior year primarily reflecting natural declines.
EGYPT--Marathon has interests in three fields in Egypt. Liftings from
the Ashrafi field, in which Marathon has a 50% working interest, averaged 5,500
net bpd of oil in 1993. Marathon has a 25% working interest in the El Qar'a
Gas field which had average production of 17 net mmcfd of natural gas and 500
net bpd of liquid hydrocarbons in 1993. Marathon also has a 50% working
interest in, and is the operator of, the Gazwarina field which had average 1993
crude oil liftings of 300 net bpd of oil.
ABU DHABI--Effective December 31, 1993, Marathon relinquished its
interest in the Arzanah Oil Field in Abu Dhabi. Liftings from this field
averaged 1,800 net bpd of crude oil in 1993.
13
15
The following tables set forth productive wells and drilling wells as
of December 31, 1993; and average production costs and sales prices per unit of
production for each of the last three years:
GROSS AND NET WELLS
PRODUCTIVE WELLS (a)
---------------------------------------
OIL GAS DRILLING WELLS (b)
------------------ ------------------ ------------------
GROSS NET GROSS NET GROSS NET
-------- --- ----- --- ----- ---
United States . . . . . . . . . . . . . . . . 16,559 5,917 3,626 1,577 50 25
Europe . . . . . . . . . . . . . . . . . . . 26 11 63 26 1 1
Middle East and Africa (c) . . . . . . . . . 18 7 7 2 1 --
Other International . . . . . . . . . . . . . 23 9 -- -- -- --
------ ------ ------ ------ ---- ----
TOTAL . . . . . . . . . . . . . . . . . . . . 16,626 5,944 3,696 1,605 52 26
====== ====== ====== ====== ==== ====
- - -------------------
(a) Of the gross productive wells, gross wells with multiple completions
operated by Marathon totaled 325. Information on wells with multiple
completions operated by other companies is not available to Marathon.
(b) Consisted of exploration and development wells.
(c) Excluded Libya. See, "Financial Statements and Supplementary Data - Notes
to Financial Statements - 26. Contingencies and Commitments - Libyan
operations" for the Marathon Group.
AVERAGE PRODUCTION COSTS (a) 1993 1992 1991
(DOLLARS PER EQUIVALENT BARREL) ---- ---- ----
United States (b) . . . . . . . . . . . . . . $5.45 $3.75 $5.20
International -- Europe . . . . . . . . . . 6.15 6.75 6.27
-- Middle East and Africa . . 3.36 3.09 5.47
-- Other . . . . . . . . . . . 7.21 7.02 5.80
ALL SOURCES . . . . . . . . . . . . . . . . . $5.52 $4.57 $5.51
-- CLAM . . . . . . . . . . . $4.44 $4.49 $3.48
1993 1992 1991 1993 1992 1991
---- ---- ---- ---- ---- ----
AVERAGE SALES PRICES CRUDE OIL AND CONDENSATE NATURAL GAS LIQUIDS
(DOLLARS PER BARREL) ------------------------ -------------------
United States . . . . . . . . . . . . . . . . $14.92 $16.89 $17.72 $10.98 $11.88 $13.82
International -- Europe . . . . . . . . . . 16.80 19.34 19.70 13.41 15.44 16.94
-- Middle East and Africa . . 15.55 18.46 17.61 13.65 14.67 --
-- Other . . . . . . . . . . . 18.46 20.32 20.98 -- -- --
ALL SOURCES . . . . . . . . . . . . . . . . . $15.37 $17.66 $18.37 $11.57 $12.96 $14.85
NATURAL GAS
-----------
(DOLLARS PER THOUSAND CUBIC FEET)
United States . . . . . . . . . . . . . . . . $1.94 $1.60 $1.57
International -- Europe . . . . . . . . . . 1.51 1.76 2.18
-- Middle East and Africa . . 1.67 2.02 --
ALL SOURCES . . . . . . . . . . . . . . . . . $1.77 $1.66 $1.77
-- CLAM . . . . . . . . . . . $2.36 $2.74 $3.07
- - -------------------
(a) Production costs are as defined by the Securities and Exchange Commission
and include property taxes, severance taxes and other costs, but exclude
depreciation, depletion and amortization of capitalized acquisition,
exploration and development costs. Natural gas volumes were converted to
barrels of oil equivalent using a conversion factor of six mcf of natural
gas to one barrel of oil. Certain prior years' data were restated to
conform to 1993 reporting practices.
(b) Production costs in 1992 and 1991 were favorably impacted by $1.50 per
equivalent barrel and $.24 per equivalent barrel, respectively, for the
settlement of prior years' production taxes. Production costs in 1992
excluded the effect of a $115 million restructuring charge relating to
the disposition of certain domestic exploration and production properties.
14
16
REFINING, MARKETING AND TRANSPORTATION
Marathon's refining, marketing and transportation ("RM&T") operations
are geographically concentrated in the Midwest and Southeast. This regional
focus allows Marathon to achieve operating efficiencies between its integrated
refining and distribution systems and its marketing operations.
REFINING
Marathon is a leading domestic petroleum refiner with 620,000 bpd of
combined stated crude oil refining capacity. Marathon's refining system
operated at 90% of its in-use capacity in 1993.
The following table sets forth the location and rated throughput
capacity of each of Marathon's refineries at December 31, 1993:
REFINERY CAPACITY CRUDE OIL
THROUGHPUT
CAPACITY
--------
(BARRELS PER DAY)
Garyville, LA . . . . . . . 255,000
Robinson, IL . . . . . . . 175,000
Texas City, TX . . . . . . 70,000
Detroit, MI . . . . . . . . 70,000
-------
Total in-use . . . . . . . 570,000
Indianapolis, IN (a) . . . 50,000
-------
TOTAL . . . . . . . . . . . 620,000
=======
- - ------------------------
(a) Temporarily idled in October 1993.
Marathon's five refineries are integrated via pipelines and barges to
maximize operating efficiency. The transportation links that connect the
refineries allow the movement of intermediate products to optimize operations
and the production of higher margin products. For example, naphtha is moved
from Texas City to Robinson where excess reforming capacity is available. Gas
oil is moved from Robinson to Detroit, which allows the Detroit refinery to
upgrade diesel fuel to gasoline, using excess fluid catalytic cracking unit
capacity. Raffinate, a low-octane, low-vapor pressure stream, is moved from
Texas City to Robinson, where it is used to maximize production of blend-grade
fuels. Light cycle oil is also moved from Texas City to Robinson, for sulfur
removal.
In October 1993, Marathon temporarily idled its 50,000 bpd Indianapolis
refinery due to unfavorable plant economics and increased environmental
spending requirements. The idling had no adverse impact on Marathon's supply
of transportation fuels to its various classes of trade in Indiana or to its
Midwest marketing area.
During 1993, Marathon completed installation of desulfurization
facilities at its Detroit, Garyville and Robinson refineries, which enable
Marathon to meet the United States Environmental Protection Agency's ("EPA")
standards limiting the sulfur content of highway transportation fuels.
Of the nine cities that will require reformulated gasoline by 1995
under the 1990 Amendments to the Clean Air Act, only two, Chicago and
Milwaukee, are in Marathon's marketing area, although other areas may opt into
the program. Moreover, an insignificant share of Marathon's sales are in
carbon monoxide non-attainment areas where oxygenated fuels were required
effective November 1992. Marathon has oxygenate units - methyl tertiary butyl
ether ("MTBE") units - at its Detroit and Robinson refineries. See
"Environmental Matters" below.
MARKETING
In 1993, Marathon achieved record refined product sales volumes
(excluding matching buy/sell transactions) of 10.4 billion gallons, which
reflected an increase of 4% from the previous record in 1992. Excluding sales
related to matching buy/sell transactions, wholesale distribution of petroleum
products to private brand marketers and to large commercial and industrial
15
17
consumers, primarily located in the Midwest and Southeast, accounted for about
61% of Marathon's marketing volume in 1993. Approximately 44% of Marathon's
gasoline volumes and 74% of its distillate volumes were sold on a wholesale
basis to independent unbranded customers in 1993.
As of December 31, 1993, Marathon supplied petroleum products to 2,331
Marathon branded retail outlets located primarily in Ohio, Michigan, Indiana,
Kentucky and Illinois. Substantially all Marathon branded petroleum products
are sold to independent dealers and jobbers. In addition, Marathon branded
operations are being expanded into areas in proximity to Marathon's existing
terminal and transportation system where new accounts can be supplied at
minimal incremental cost. At December 31, 1993, Marathon supplied 195
stations in states outside its traditional branded marketing territory
including Tennessee, West Virginia, Virginia, Wisconsin, North Carolina
and Pennsylvania.
Retail sales of gasoline and diesel fuel are also made through limited
and self-service stations and truck stops in 15 states. These facilities are
operated by a wholly owned subsidiary, Emro Marketing Company ("Emro"), which
sells products primarily under the brand names "Speedway", "United", "Bonded",
"Cheker", "Gastown", "Wake Up", "Port", "Starvin' Marvin" and "Ecol". A
majority of the retail outlets also sell convenience store items. As of
December 31, 1993, this subsidiary had 1,568 retail outlets, including 36
retail outlets marketing under the name "Wake Up". Marathon increased its 50%
ownership interest in Wake Up Oil Co. to 100% in December 1993. Also, in
December 1993, Emro signed a letter of intent to acquire 36 retail outlets in
the Greater Chicago and Northern Indiana areas, from a leading independent
retailer. The acquisition is expected to be completed in the second quarter of
1994.
Emro has made substantial progress in streamlining its operations and
reducing costs during the three-year period ended December 31, 1993. To
enhance profitability, Emro closed 139 marginal outlets during this period.
Petroleum product sales volumes have increased slightly over this period,
despite the reduced number of outlets. In 1993, Emro sold the assets of a
subsidiary, Bosart Co., which consisted primarily of a convenience store
distribution warehouse facility in Springfield, OH.
Emro, through its wholly owned subsidiary, Emro Propane Company,
distributes propane to residential heating and industrial consumers through 98
bulk plants (including 42 satellite branches) located in Michigan, Illinois,
Ohio and Indiana under the brand names "Fuelgas", "Bonded Propane" and "Emro
Propane".
SUPPLY AND TRANSPORTATION
Marathon obtains nearly 70% of its crude oil feedstocks from North and
South America and the balance primarily from the Middle East, the North Sea and
West Africa. In 1993, Marathon was a net purchaser of 440,000 bpd of crude
oil from both domestic and international sources, including approximately
165,000 bpd obtained from the Middle East.
Marathon's strategy in acquiring raw materials for its refineries is to
obtain supply from secure, long-term sources. Marathon generally sells its
international equity production into local markets, but has the ability to
satisfy about 80% of its requirements from a combination of its international
equity crude and current supply arrangements in the Western Hemisphere.
Marathon operates a system of terminals, trucks and pipelines to
provide crude oil to its refineries and refined products to marketing outlets.
Fifty-one terminals are strategically located throughout the Midwest and
Southeast, providing petroleum products to its marketing areas. During late
1993 and early 1994, Marathon installed automated fuel dye-injection equipment
at 30 of these terminals in order to facilitate the sale of low-sulfur fuel
oils for tax-exempt uses. The dye injection equipment was installed to comply
with a January 1, 1994, requirement that terminal operators collect and remit
federal excise taxes on all fuels suitable for use as on-highway diesel fuel,
unless the fuel is dyed to indicate its tax-exempt status.
In 1993, Marathon sold two tug/barge units totaling approximately
39,000 deadweight tons, which previously served waterborne refined product
terminals in the Southeast.
Marathon, through a wholly owned subsidiary, Marathon Pipe Line Company
("MPLC"), owns and operates, as a common carrier, approximately 1,100 miles of
crude oil gathering lines; 1,500 miles of crude oil trunk lines; and 1,500
miles of products trunk lines. MPLC also owns interests in various pipeline
systems, including approximately 11% of the Capline system, a large diameter
crude pipeline extending from St. James, LA to Patoka, IL. Additionally, MPLC
owns approximately 32% of LOOP INC. which is the owner and operator of the only
U.S. deepwater oil port. LOOP is located off the coast of Louisiana. Marathon
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holds equity interests in a number of pipeline companies, including
approximately 17% of the Explorer Pipeline Company, which operates a light
products pipeline system extending from the Gulf Coast to the Midwest, and 2.5%
of the Colonial Pipeline Company, which operates a light products pipeline
system extending from the Gulf Coast to the East Coast.
LIQUEFIED NATURAL GAS MARKETING AND TRANSPORTATION
Liquefied natural gas ("LNG") is manufactured at the Kenai, AK gas
liquefication plant, in which Marathon has a 30% equity interest, from a
portion of Marathon's natural gas production in Alaska for delivery to two
Japanese utilities under a contract which was renewed in April 1989 for a 15
year period. Marathon has a 30% participation in this contract which calls for
sales of more than 900 gross bcf over the contract life. During 1993, LNG
deliveries totaled 56.0 gross bcf (17.0 net bcf), up from 52.5 gross bcf in
1992. Two new LNG tankers, each of which had greater capacity than the one it
replaced, were chartered and placed in service in 1993.
NATURAL GAS UTILITIES
Carnegie Natural Gas Company ("Carnegie") is an interstate pipeline
company engaged in the transportation and sale-for-resale of natural gas in
interstate commerce. In addition, Carnegie functions as a local distribution
company serving residential, commercial and industrial customers in West
Virginia and western Pennsylvania. Carnegie is a supplier and transporter of
natural gas for U. S. Steel's Mon Valley Works near Pittsburgh. Apollo Gas
Company ("Apollo") is engaged in the distribution of natural gas to
residential, commercial and industrial customers in western Pennsylvania.
Both Carnegie and Apollo are regulated as public utilities by state
commissions within their service areas. Carnegie is also regulated by the
Federal Energy Regulatory Commission as an interstate pipeline. Total natural
gas throughput for Carnegie and Apollo was 37 bcf in 1993, 33 bcf in 1992 and
25 bcf in 1991.
PROPERTY, PLANT AND EQUIPMENT ADDITIONS
The following table sets forth property, plant and equipment additions
for the Marathon Group for each of the last three years.
YEAR ENDED DECEMBER 31,
-------------------------------
PROPERTY, PLANT AND EQUIPMENT ADDITIONS 1993 1992 1991
(MILLIONS) ---- ---- ----
Exploration and Production
United States . . . . . . . . . . . . . . $ 315 $ 206 $ 294
International . . . . . . . . . . . . . . 359 545 410
------ ------- -----
Total Exploration and Production . . . . . 674 751 704
Refining, Marketing and Transportation . . . 213 405 222
Gas Gathering and Processing (a) . . . . . . -- 13 22
Other . . . . . . . . . . . . . . . . . . . . 23 26 12
------ ------- -----
TOTAL . . . . . . . . . . . . . . . . . . . . $ 910 $ 1,195 $ 960
====== ======= =====
- - ----------------------------------
(a) Represents property, plant and equipment additions for the
businesses of the Delhi Group for the periods prior to October 2,
1992.
Property, plant and equipment additions, including capital leases,
have been primarily for the replacement, modernization and expansion of
facilities and production capabilities including: development of the Brae
Fields and the related SAGE pipeline system in the U. K. North Sea; refinery
modifications at Robinson, Garyville and Detroit (including the construction
of facilities required to meet federal low-sulfur diesel requirements); and
environmental controls. For information concerning capital expenditures for
environmental controls in 1993, 1992, and 1991 and estimated capital
expenditures for such purposes in 1994 and 1995, see "Environmental Matters"
below.
Depreciation, depletion and amortization costs for the Marathon Group
were $723 million, $787 million and $870 million in 1993, 1992 and 1991,
respectively.
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RESEARCH AND DEVELOPMENT
The research and development activities of the Marathon Group are
conducted mainly at Marathon's Petroleum Technology Center in Littleton, CO.
Expenditures by Marathon for research and development were $19 million in each
of 1993 and 1992 and $22 million in 1991.
Activities at the Petroleum Technology Center are devoted primarily to
assisting Marathon's operating organizations in finding, producing and
processing oil and gas efficiently and economically. Current efforts include
new concepts in regional geological interpretation, enhanced seismic
interpretation, development of computer-based techniques for reservoir
description and performance modeling, methods to improve production and
injection well performance and enhanced oil recovery techniques. The staff at
the Petroleum Technology Center also provides a broad range of technical
assistance and consultation to Marathon's RM&T operating organizations,
including refinery process optimization.
ENVIRONMENTAL MATTERS
The Marathon Group maintains a comprehensive environmental policy
overseen by the Public Policy Committee of the USX Board of Directors. The
Environmental Affairs, Health and Safety organization has the responsibility to
ensure that the Marathon Group's operating organizations maintain environmental
compliance systems that are in accordance with applicable laws and regulations.
The Health, Environmental and Safety Management Committee, which is comprised
of officers of the group, is charged with reviewing its overall performance
with various environmental compliance programs. Also, the Marathon Group has
formed the Emergency Management Team, composed of senior management, which will
oversee the response to any major emergency environmental incident throughout
the group.
The Marathon Group participates in the "Strategies for Today's
Environmental Partnership" program, sponsored by the American Petroleum
Institute, which is designed to improve the environmental performance of the
petroleum industry. Additionally, since 1987, the Marathon Group has reduced
the volume of toxic releases reported under the Superfund Amendments and
Reauthorization Act of 1986 (Section 313) by 50%, primarily through recycling,
process changes and chemical substitutions.
The businesses of the Marathon Group are subject to numerous federal,
state and local laws and regulations relating to the protection of the
environment. These environmental laws and regulations include the Clean Air
Act ("CAA") with respect to air emissions, the Clean Water Act ("CWA") with
respect to water discharges, the Resource Conservation and Recovery Act
("RCRA") with respect to solid and hazardous waste treatment, storage and
disposal, the Comprehensive Environmental Response, Compensation and Liability
Act ("CERCLA") with respect to releases and remediation of hazardous
substances, and the Oil Pollution Act of 1990 ("OPA-90") with respect to oil
pollution and response. In addition, many states where the Marathon Group
operates have similar laws dealing with the same matters. These laws are
constantly evolving and becoming increasingly stringent. The ultimate impact
of complying with existing laws and regulations is not always clearly known or
determinable due in part to the fact that certain implementing regulations for
laws such as RCRA and the CAA have not yet been promulgated or in certain
instances are undergoing revision. These environmental laws and regulations,
particularly the 1990 Amendments to the CAA and new water quality standards,
could result in substantially increased capital, operating and compliance
costs. For a discussion of environmental expenditures, see "Management's
Discussion and Analysis of Financial Condition and Results of
Operations - Management's Discussion and Analysis of Environmental
Matters, Litigation and Contingencies" for the Marathon Group.
The Marathon Group has incurred and will continue to incur substantial
capital, operating and maintenance, and remediation expenditures as a result of
environmental laws and regulations. In recent years, these expenditures have
increased primarily due to required product reformulation and process changes
in order to meet CAA requirements, although ongoing compliance costs have also
been significant. To the extent these expenditures, as with all costs, are not
ultimately reflected in the prices of the Marathon Group's products and
services, operating results will be adversely affected. The Marathon Group
believes that substantially all of its competitors are subject to similar
environmental laws and regulations. However, the specific impact on each
competitor may vary depending on a number of factors, including the age and
location of their operating facilities, their production processes and whether
or not they are engaged in the petrochemical business or the marine
transportation of crude oil.
AIR
The 1990 Amendments to the CAA impose more stringent limits on air
emissions, establish a federally mandated operating permit program and allow
for enhanced civil and criminal enforcement sanctions. The principal impact of
the 1990
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Amendments to the CAA on the Marathon Group is on RM&T operations. The
amendments establish attainment deadlines and control requirements based on the
severity of air pollution in a geographical area. Under the 1990 Amendments to
the CAA, refiners were required to lower the amount of sulfur in diesel fuel
produced for highway transportation use effective October 1993; "reformulated
gasoline" is required by 1995 in the nine metropolitan areas classified as
severe or extreme for ozone non-attainment and other ozone non-attainment areas
may elect to opt into the reformulated gasoline program.
Marathon will have the capability to produce about 25% of its gasoline
output as reformulated fuels to comply with the CAA. This amount is well above
Marathon's requirements within its marketing area. A major cost of
reformulation will be the mandated use of oxygenates in gasoline. Marathon has
constructed MTBE complexes at its Detroit and Robinson refineries. The
decision to construct additional complexes is affected by uncertainties
regarding the EPA's final regulations governing reformulated gasoline and
whether particular oxygenates will be mandated or supported with economic
incentives.
In addition to the foregoing, refueling controls are required on fuel
dispensers (so called Stage II Recovery) at gasoline stations located in ozone
non-attainment areas classified as moderate, serious, severe and extreme. The
potential impact of the requirement may be reduced as a result of a recent
EPA decision requiring vehicles to be equipped with on-board vapor recovery
systems. Nevertheless, individual states could elect to maintain the
requirement for refueling controls. Marathon may be required to install
equipment at up to 700 gasoline stations.
WATER
The Marathon Group maintains numerous discharge permits as required
under the National Pollutant Discharge Elimination System program of the CWA,
and has implemented systems to oversee its compliance efforts. In addition,
the Marathon Group is regulated under OPA-90 which amended the CWA. Among
other requirements, OPA-90 requires the owner or operator of a tank vessel or a
facility to maintain an emergency plan to respond to discharges of oil or
hazardous substances. Also, in case of such spills, OPA-90 requires
responsible companies to pay removal costs and damages caused by them, provides
for substantial civil penalties, and imposes criminal sanctions for violations
of this law. Unlike many of its competitors within the oil industry, Marathon
does not operate tank vessels, and therefore, has significantly less exposure
under OPA-90 than competitors who do operate tank vessels. However, it
does operate facilities at which spills of oil and hazardous substances could
occur. Furthermore, several coastal states in which Marathon operates have
passed or are expected to pass state laws similar to OPA-90, but with expanded
liability provisions, including provisions for cargo owners as well as
shipowners. Marathon has implemented approximately 50 emergency oil response
plans for all its components and facilities covered by OPA-90, and it is an
active member, along with other oil companies, in the Marine Preservation
Association, which funds the Marine Spill Recovery Corporation, a major oil
spill response organization covering a number of U.S. coastal areas.
SOLID WASTE
The Marathon Group continues to seek methods to minimize the generation
of hazardous wastes in its operations. RCRA establishes standards for the
management of solid and hazardous wastes. Besides affecting current waste
disposal practices, RCRA also addresses the environmental effects of certain
past waste disposal operations, the recycling of wastes and the regulation of
underground storage tanks ("USTs") containing regulated substances.
Since the EPA has not yet promulgated implementing regulations for all
provisions of RCRA and has not yet made clear the practical application of all
the implementing regulations it has promulgated, the ultimate cost of
compliance cannot be accurately estimated. In addition, new laws are being
enacted and regulations are being adopted by various regulatory agencies on a
continuing basis and the costs of compliance with these new rules can only be
broadly appraised until their implementation becomes more accurately defined.
Corrective action under RCRA related to past waste disposal activities is
discussed under "Remediation" below.
REMEDIATION
The Marathon Group operates certain gasoline stations where, during the
normal course of operations, releases of petroleum products from USTs have
occurred. Federal and state laws require that contamination caused by such
releases at these sites be assessed and remediated to meet applicable
standards. The enforcement of the UST regulations under RCRA has been
delegated to the states which administer their own UST programs. The Marathon
Group's obligation to remediate such contamination varies, depending upon the
extent of the releases and the stringency of the laws and regulations of the
states in which it operates. A portion of these remediation costs can be
recovered from state UST reimbursement funds once the applicable
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deductibles have been satisfied. Accruals for remediation expenses are
established for sites where contamination has been determined to exist and the
amount of associated costs is reasonably determinable.
The Marathon Group is involved with a potential corrective action at
its Robinson, IL refinery where the remediation costs have been estimated at
between $4 million and $18 million over the next 20 to 30 years. There are two
other corrective action sites where the estimated remediation costs are not
significant. Remediation activities might also be required at other Marathon
Group sites under RCRA.
USX is also involved in a number of remedial actions under CERCLA and
similar state statutes related to the Marathon Group. See "Legal Proceedings -
Environmental Proceedings" below.
It is possible that additional matters may come to USX's attention
which may require remediation.
CAPITAL EXPENDITURES
The Marathon Group's capital expenditures for environmental controls
were $123 million in 1993, $240 million in 1992 and $102 million in 1991. The
increase from 1991 to 1992 and the decline in 1993 was primarily the result of
the Marathon Group's multi-year capital spending program for diesel fuel
desulfurization which was substantially completed in 1993. The Marathon Group
currently expects such expenditures to approximate $75 million in 1994.
Predictions beyond 1994 can only be broad-based estimates which have varied,
and will continue to vary, due to the ongoing evolution of specific regulatory
requirements, the possible imposition of more stringent requirements and the
availability of new technologies, among other matters. Based upon currently
identified projects, the Marathon Group anticipates that environmental capital
expenditures will be approximately $60 million in 1995; however, actual
expenditures may increase as additional projects are identified or additional
requirements are imposed.
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U. S. STEEL GROUP
The U. S. Steel Group includes U. S. Steel, one of the largest
integrated steel producers in the United States (referred to hereinafter as
"U. S. Steel"), which is primarily engaged in the production and sale of a wide
range of steel mill products, coke and taconite pellets. The U. S. Steel Group
also includes the management of mineral resources, domestic coal mining,
engineering and consulting services and technology licensing (together with
U. S. Steel, the "Steel and Related Businesses"). Other businesses that are
part of the U. S. Steel Group include real estate development and management,
fencing products, leasing and financing activities and a majority interest in a
titanium metal products company. U. S. Steel Group sales as a percentage of
USX consolidated sales were 31% in 1993, 28% in 1992 and 26% in 1991.
The following table sets forth the total sales of the U. S. Steel
Group for each of the last three years. Such information does not include
sales by joint ventures and other affiliates of USX accounted for by the equity
method.
SALES
1993 1992 1991
---- ---- ----
(MILLIONS)
Steel and Related Businesses
Sheet and Tin Mill Products . . . . . . . . . . . . . $3,462 $2,994 $2,762
Tubular Products . . . . . . . . . . . . . . . . . . . 334 308 403
Plate, Structural and Other Steel Mill Products (a). . 595 537 658
Coal . . . . . . . . . . . . . . . . . . . . . . . . . 268 294 268
Taconite Pellets and All Other (b) . . . . . . . . . . 763 619 509
Other Businesses . . . . . . . . . . . . . . . . . . . . 190 167 264
------ ------ ------
TOTAL SALES . . . . . . . . . . . . . . . . . . . . . . . $5,612 $4,919 $4,864
====== ====== ======
- - ------------------------------
(a) U. S. Steel ceased producing structural and piling products when South
Works in Chicago closed in April 1992.
(b) Includes all other products sold by Steel and Related Businesses,
including minerals and coke and all services sold, such as
technical services.
The total number of active employees for the U. S. Steel Group at
year-end was 21,892 in 1993, 21,183 in 1992 and 21,968 in 1991. Most hourly
and certain salaried employees are represented by the United Steelworkers of
America ("USWA").
U. S. Steel entered into a new five and one-half year contract with the
USWA, effective February 1, 1994, covering approximately 15,000 employees. The
agreement will result in higher labor and benefit costs for the U. S. Steel
Group each year throughout the term of the agreement. The agreement includes a
signing bonus of $1,000 per USWA represented employee that will be paid the
first quarter of 1994, $500 of which represents the final bonus payable under
the previous contract. The agreement also provides for the establishment of a
Voluntary Employee Beneficiary Association Trust to prefund health care and
life insurance benefits for retirees covered under the agreement. Minimum
contributions, in the form of USX stock or cash, are expected to be $25 million
in 1994 and $10 million per year thereafter. The funding of the trust will
have no direct effect on income of the U. S. Steel Group. Management believes
that this agreement is competitive with labor agreements reached by U. S.
Steel's major domestic integrated competitors and thus does not believe that
U. S. Steel's competitive position with regard to such competitors will be
materially affected by its ratification.
In January 1994, U. S. Steel Mining Co., Inc. ("U. S. Steel Mining")
entered into a five year agreement with the United Mine Workers of America
("UMW") covering approximately 1,700 employees, approximately 400 of which are
employed at the Maple Creek coal mine which is expected to be permanently
closed on or about March 31, 1994.
STEEL INDUSTRY BACKGROUND AND COMPETITION
The domestic steel industry is cyclical and highly competitive.
Despite significant reductions in raw steel production capability by major
domestic producers over the last decade, the domestic industry continues to be
adversely affected by excess world capacity. In certain years over the last
decade, extensive downsizings have necessitated costly restructuring charges
which, when combined with highly competitive market conditions, resulted in
substantial losses for most domestic integrated producers.
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U. S. Steel is one of the largest integrated steel producers in the
United States and ranked first in both tons of raw steel production and in tons
of steel shipped by domestic producers based on data for 1993. U. S. Steel
competes with many other domestic steel companies, a number of which have gone
through bankruptcy reorganization. Compared to integrated producers,
minimills, which rely on less capital intensive hot metal sources, have certain
competitive advantages. Since minimills are typically not unionized, they
enjoy lower employment costs and more flexible work rules. In certain product
lines like structural shapes, bars and rods, minimills have provided
significant competition for integrated producers in the domestic market. One
minimill company has constructed two plants utilizing thin slab casting
technology to produce flat rolled products which previously were produced
domestically only by integrated companies. These two plants are currently
being expanded, and this company has announced its intention to construct a
third flat-rolled plant with a joint venture partner. At least two other
flat-rolled mill projects have been announced and several other companies are
currently considering additional projects for construction in the United
States.
The domestic steel industry has been adversely affected by unfairly
traded imports. Steel imports to the United States accounted for an estimated
19% of the domestic steel market during 1993, and for an estimated 22% in the
fourth quarter. Steel imports to the United States accounted for an estimated
17% to 18% of the domestic steel market in 1992 and 1991. On March 31, 1992,
Voluntary Restraint Agreements restricting the level of steel imports to the
United States expired and in June 1992, USX and other domestic steel firms
filed a number of antidumping and countervailing duty cases with the U.S.
Department of Commerce ("USDC") and the International Trade Commission ("ITC")
against unfairly traded imported carbon flat-rolled steel. Beginning in late
1992, as a result of affirmative preliminary determinations by both the ITC
and the USDC in the vast majority of cases, provisional duties were imposed
on the imported steel products under investigation. On June 22, 1993, the
USDC issued the final determinations of subsidization in the countervailing
duty cases and final margins for sales at less than fair value in the
antidumping cases.
On July 27, 1993, the ITC issued affirmative determinations of material
injury to the domestic steel industry by reason of imports in cases
representing an estimated 51% of the dollar value and 42% of the volume of all
flat rolled carbon steel imports under investigation. Affirmative
determinations were found in cases relating to 37% of such volume of cold
rolled steel, 92% of such volume of the higher-value-added corrosion resistant
steel and 97% of such volume of plate steel. Negative determinations were
found in the other cases, including all cases related to hot-rolled steel,
the largest import market.
In those cases where negative determinations were made by the ITC,
provisional duties imposed on imports covered by the cases were removed and
final remedial duties were not imposed. While USX is unable to predict the
effect these negative determinations may have on the business or results of
operations of the U. S. Steel Group, they may result in increasing levels of
imported steel and may adversely affect some product prices. As discussed
above, steel imports to the United States have increased in recent months.
Although the affirmative determinations are helpful in offsetting the
harm to the U. S. steel industry caused by subsidized and dumped imports, USX
believes that the negative determinations were improper and, together with
other domestic steel firms, has appealed such determinations to the U. S. Court
of International Trade and, in certain cases involving imports from Canada, to
a bi-national panel in accordance with the Canadian Free Trade Agreement.
Many of the affirmative determinations similarly have been challenged in
appeals filed by foreign steel producers. USX may file additional antidumping
and countervailing duty petitions if unfairly traded imports adversely impact,
or threaten to adversely impact, the results of the U. S. Steel Group.
In addition to competition from other domestic and foreign steel
producers, U. S. Steel faces competition from producers of materials such as
aluminum, cement, composites, glass, plastics and wood in many markets.
The U. S. Steel Group's businesses are subject to numerous federal,
state and local laws and regulations relating to the storage, handling,
emission and discharge of environmentally sensitive materials. U. S. Steel
believes that its major domestic integrated steel competitors are confronted by
substantially similar conditions and thus does not believe that its relative
position with regard to such other competitors is materially affected by the
impact of environmental laws and regulations. However, the costs and operating
restrictions necessary for compliance with environmental laws and regulations
may have an adverse effect on U. S. Steel's competitive position with regard to
domestic minimills and some foreign steel producers and producers of materials
which compete with steel, which may not be required to undertake equivalent
costs in their operations. For further information, see "Environmental
Matters" below.
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BUSINESS STRATEGY
U. S. Steel's principal raw steel production facilities are Gary Works
in Indiana, Mon Valley Works in Pennsylvania and Fairfield Works in Alabama.
Over the last ten years, U. S. Steel has responded to competition
resulting from excess steel industry capability by eliminating less efficient
facilities, modernizing those that remain and entering into joint ventures, all
with the objective of focusing production on higher value-added products for
customers in industries such as automotive, appliance, containers and oil
country tubular goods where superior quality and special characteristics are of
critical importance. U. S. Steel does not intend to sell all steel products
but intends to focus on selected markets with developments such as
bake-hardenable steels and coated sheets for the automobile industry,
lamination sheet for the manufacture of motors and electrical equipment and
improved tin mill products for the container industry. In addition, U. S.
Steel intends to pursue lower manufacturing cost objectives through continuing
cost improvement programs. These initiatives include, but are not limited to,
reduced production cycle time, improved yields, continued customer orientation
and improved process control. For example, the Pulverized Coal Injection
project at Gary Works has resulted in reduced dependence on coke and lower
operating expenses.
Since 1982, the number of U. S. Steel raw steel production facilities
has been reduced from nine to the three mentioned above, and annual raw steel
capability has been reduced from 31 million to 12 million tons. Steel
employment has been reduced from approximately 89,000 in 1982 to about 18,000
in 1993. As a result of downsizing its operations, the U. S. Steel Group
recognized restructuring charges aggregating $2.8 billion since 1982 as its
less efficient facilities have been shut down. During that period, U. S. Steel
also invested approximately $3.2 billion in capital facilities for its steel
operations. U. S. Steel believes that these expenditures have made its
remaining steel operations among the most modern, efficient and competitive in
the world. With the completion of new continuous casters at Gary Works in 1991
and at Mon Valley Works in 1992, U. S. Steel has achieved the ability to
continuously cast 100% of its raw steel production. This method of producing
steel results in higher quality steel at a lower cost than the previously used
ingot method.
Heavy investment has also been made in technology that complements the
casters. For example, U. S. Steel's largest blast furnace, located at Gary,
was rebuilt in 1991, at a cost of $110 million, to improve environmental
controls and install a state-of-the-art process control system and a third
high-efficiency hot-blast stove. The plate mill at Gary was also rebuilt in
1991, and hot strip mill modifications and improvements were made over a number
of years at Fairfield and Gary to improve the quality of coils provided to
customers. For additional information concerning capital expenditures for the
U. S. Steel Group see "Property, Plant and Equipment Additions" below.
In addition to the modernization of its production facilities, USX has
entered into a number of joint ventures with domestic and foreign partners to
take advantage of market or manufacturing opportunities in the sheet, tin
plate, tubular, bar and plate consuming industries. See "Joint Ventures and
Other Investments" below.
STEEL AND RELATED BUSINESSES
U. S. Steel operates plants which produce steel mill products in a
variety of forms and grades. Gary Works, Mon Valley Works and Fairfield Works
accounted for 58%, 22% and 20%, respectively, of U. S. Steel's 1993 raw steel
production of 11.3 million tons. The annual raw steel production capability at
December 31, 1993, of each of the three facilities in millions of net tons was
Gary Works - 7.1, Mon Valley Works - 2.6 and Fairfield Works - 2.2.
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The following tables set forth significant U. S. Steel shipment data by
major market and product for each of the last three years. Such data do not
include shipments by joint ventures and other affiliates of USX accounted for
by the equity method. Total steel shipments in 1990 and 1989 were 11,039
thousand tons and 11,469 thousand tons, respectively.
STEEL SHIPMENTS BY MARKET AND PRODUCT
PLATES,
SHEETS & STRUCTURAL
MAJOR DOMESTIC AND EXPORT MARKET TIN MILL TUBULAR & OTHER (a) TOTAL
- - -------------------------------- -------- ------- ----------- -----
(THOUSANDS OF NET TONS)
1993
Steel Service Centers . . . . . . . . . . . 1,967 255 615 2,837
Transportation (Including Automotive) . . . 1,558 8 239 1,805
Construction . . . . . . . . . . . . . . . . 532 4 133 669
Containers . . . . . . . . . . . . . . . . . 833 3 4 840
Oil and Gas Drilling . . . . . . . . . . . . 9 330 29 368
Machinery . . . . . . . . . . . . . . . . . 391 -- 91 482
Further Conversion . . . . . . . . . . . . . 1,768 13 467 2,248
All Other (Including Export and Appliances) (b) 659 18 43 720
----- --- ----- -----
TOTAL . . . . . . . . . . . . . . . . . . . 7,717 631 1,621 9,969
===== === ===== =====
1992
Steel Service Centers . . . . . . . . . . . 1,932 241 507 2,680
Transportation (Including Automotive) . . . 1,271 8 274 1,553
Construction . . . . . . . . . . . . . . . . 492 2 104 598
Containers . . . . . . . . . . . . . . . . . 710 2 3 715
Oil and Gas Drilling . . . . . . . . . . . . 1 233 22 256
Machinery . . . . . . . . . . . . . . . . . 377 1 74 452
Further Conversion . . . . . . . . . . . . . 1,147 24 394 1,565
All Other (Including Export and Appliances) (b) 873 67 95 1,035
----- --- ----- -----
TOTAL . . . . . . . . . . . . . . . . . . . 6,803 578 1,473 8,854
===== === ===== =====
1991
Steel Service Centers . . . . . . . . . . . 1,624 186 554 2,364
Transportation (Including Automotive) . . . 1,121 10 162 1,293
Construction . . . . . . . . . . . . . . . . 504 8 328 840
Containers . . . . . . . . . . . . . . . . . 748 2 4 754
Oil and Gas Drilling . . . . . . . . . . . . -- 211 18 229
Machinery . . . . . . . . . . . . . . . . . 281 4 80 365
Further Conversion . . . . . . . . . . . . . 929 9 416 1,354
All Other (Including Export and Appliances) (b) 1,301 187 159 1,647
----- --- ----- -----
TOTAL . . . . . . . . . . . . . . . . . . . 6,508 617 1,721 8,846
===== === ===== =====
- - --------------------------------
(a) U. S. Steel ceased production of structural products when South Works
closed in April 1992.
(b) Includes steel export shipments of approximately 0.4 million tons in
1993, 0.6 million tons in 1992 and 1.3 million tons in 1991.
USX and its wholly owned subsidiary, U. S. Steel Mining, have domestic
coal properties with demonstrated bituminous coal reserves of approximately 945
million net tons at year-end 1993 compared with approximately 981 million net
tons at year-end 1992. This decline primarily reflects the 1993 sale of the
Cumberland coal mine which had reserves of approximately 36 million net tons.
The remaining reserves are of metallurgical and steam quality in approximately
equal proportions. They are located in Alabama, Pennsylvania, Virginia, West
Virginia, Illinois and Indiana. Approximately 77% of the reserves are owned,
and the rest are leased. Of the leased properties, 85% are renewable
indefinitely and the balance are covered by a lease which expires in 2005.
U. S. Steel Mining's Maple Creek coal mine and a related preparation plant are
expected to be permanently closed on or about
24
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March 31, 1994, because unforeseen and unpredictable geologic conditions made
continued mining economically infeasible. Reserves associated with the Maple
Creek coal mine were 31 million net tons at December 31, 1993. In early
February 1994, USX announced its willingness to sell the idled mine and
preparation plant, including coal reserves, surface facilities and certain
equipment. Any prospective buyer would be a successor to U. S. Steel Mining's
labor agreement with the UMW.
USX controls domestic iron ore properties having demonstrated iron ore
reserves in grades subject to beneficiation processes in commercial use by
U. S. Steel of approximately 790 million tons at year-end 1993, substantially
all of which are iron ore concentrate equivalents available from low-grade
iron-bearing materials, and the rest are higher grade ore. All of these
demonstrated reserves are located in Minnesota. Approximately 40% of these
reserves are owned and the remaining 60% are leased. Most of the leased
reserves are covered by a lease expiring in 2058 and a group of leases expiring
from 1996 to 2007. U. S. Steel's iron ore operations at Mt. Iron, MN
("Minntac") produced 16.0 million net tons of taconite pellets in 1993 compared
with 14.7 million net tons and 14.9 million net tons in 1992 and 1991,
respectively.
USX's Resource Management administers the remaining mineral lands and
timber lands of the U. S. Steel Group, and is responsible for the lease or sale
of these lands and their associated resources, which encompass approximately
300,000 acres of surface rights and 1,500,000 acres of mineral rights in 18
states.
USX Engineers and Consultants, Inc. sells technical services worldwide
to the steel, mining, chemical and related industries. Together with its
subsidiary companies, it provides engineering and consulting services for
facility expansions and modernizations, operating improvement projects,
integrated computer systems, coal and lubrication testing and environmental
projects.
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27
The following tables set forth significant production data for Steel
and Related Businesses for each of the last five years and products and
services by facility:
PRODUCTION DATA 1993 1992 1991 1990 1989
(THOUSANDS OF NET TONS, UNLESS OTHERWISE NOTED) ---- ---- ---- ---- ----
RAW STEEL PRODUCTION
Gary . . . . . . . . . . . . . . . . . . . . . . . 6,624 5,969 5,817 6,740 6,590
Mon Valley . . . . . . . . . . . . . . . . . . . . 2,507 2,276 2,088 2,607 2,400
Fairfield . . . . . . . . . . . . . . . . . . . . 2,203 2,146 1,969 1,937 1,488
All other plants (a) . . . . . . . . . . . . . . . -- 44 648 2,335 3,692
------ ------ ------ ------ ------
Total raw steel production . . . . . . . . . . 11,334 10,435 10,522 13,619 14,170
Total cast production . . . . . . . . . . . . . 11,295 8,695 7,088 7,228 7,365
Continuous cast as % of total production . . . 99.7 83.3 67.4 53.1 52.0
RAW STEEL CAPABILITY (AVERAGE)
Continuous Cast . . . . . . . . . . . . . . . . . 11,850 9,904 8,057 6,950 7,447
Ingots . . . . . . . . . . . . . . . . . . . . . . -- 2,240 6,919 9,451 10,289
------ ------ ------ ------ ------
Total . . . . . . . . . . . . . . . . . . . . . 11,850 12,144 14,976 16,401 17,736
Total Production as % of total capability . . . 95.6 85.9 70.3 83.0 79.9
Continuous cast as % of total capability . . . 100.0 81.6 53.8 42.4 42.0
HOT METAL PRODUCTION . . . . . . . . . . . . . . . . . 9,972 9,270 8,941 11,038 11,509
TACONITE PELLETS
Shipments . . . . . . . . . . . . . . . . . . . . 15,911 14,822 14,897 14,922 13,768
Production as % of capacity . . . . . . . . . . . 90.1 82.8 84.0 85.1 77.0
COKE PRODUCTION . . . . . . . . . . . . . . . . . . . . 6,425 5,917 5,091 6,663 6,008
COAL PRODUCTION
Metallurgical coal (b) . . . . . . . . . . . . . . 8,142 7,311 7,352 8,370 7,871
Steam coal (b) (c) . . . . . . . . . . . . . . . . 2,444 5,239 2,829 3,151 2,530
------ ------ ------ ------ ------
Total . . . . . . . . . . . . . . . . . . . . . 10,586 12,550 10,181 11,521 10,401
Total production as % of capacity . . . . . . . . 95.6 93.6 76.1 85.9 84.0
- - --------------------------------
(a) In July 1991, U. S. Steel closed all iron and steel producing operations
at Fairless Works. In April 1992, U. S. Steel closed South Works.
(b) The Maple Creek coal mine, which is expected to be permanently closed on
or about March 31, 1994, produced 1.0 million net tons of metallurgical
coal and 0.7 million net tons of steam coal in 1993.
(c) The Cumberland coal mine, which was sold in June 1993, produced 4.0
million net tons in 1992 and 1.6 million net tons in 1993 prior to the
sale.
PRINCIPAL PRODUCTS AND SERVICES
Gary . . . . . . . . . . . . . . . . . . . . . Sheets & Tin Mill; Plates; Coke
Fairfield . . . . . . . . . . . . . . . . . . Sheets; Tubular Products
Mon Valley/Fairless (a) . . . . . . . . . . . Sheets & Tin Mill
Clairton . . . . . . . . . . . . . . . . . . . Coke
Minntac . . . . . . . . . . . . . . . . . . . Taconite Pellets
U. S. Steel Mining . . . . . . . . . . . . . . Coal
Resource Management . . . . . . . . . . . . . Administration of Mineral, Coal and
Timber Properties
USX Engineers and Consultants . . . . . . . . Technical Services
- - --------------------------------
(a) In 1991, U. S. Steel closed all iron and steel producing operations and
the pipe mill facilities at Fairless Works. Operations at the Fairless
sheet and tin finishing facilities are sourced with hot strip mill coils
from other U. S. Steel plants.
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JOINT VENTURES AND OTHER INVESTMENTS
USX participates directly and through subsidiaries in a number of
joint ventures included in the U. S. Steel Group. All of the joint ventures
are accounted for under the equity method. Certain of the joint ventures are
described below, all of which are 50% owned except Transtar, Inc. ("Transtar").
USX and Pohang Iron & Steel Co., Ltd. ("POSCO") of South Korea
participate in a joint venture ("USS-POSCO Industries") which owns and operates
the former U. S. Steel Pittsburg, CA Plant. The joint venture markets high
quality sheet and tin products, principally in the western United States market
area. USS-POSCO Industries produces cold-rolled sheets, galvanized sheets, tin
plate and tin-free steel. A capital modernization and expansion program of
nearly $400 million to upgrade the facilities was completed in 1989.
USS-POSCO's annual capacity is 1.4 million tons.
USX and Kobe Steel Ltd. ("Kobe") of Japan participate in a joint
venture ("USS/Kobe Steel Company") which owns and operates the former U. S.
Steel Lorain, OH Works. The joint venture produces raw steel for the
manufacture of bar and tubular products. Bar products are sold by USS/Kobe
Steel Company while U. S. Steel retains sales and marketing responsibilities
for tubular products. Shipments in 1993 were 1.5 million tons. USS/Kobe Steel
Company entered into a new five and one-half year labor contract with the USWA,
effective February 1, 1994, covering approximately 2,300 employees.
USX and Kobe have formed another joint venture ("PRO-TEC Coating
Company") to construct, own and operate a hot dip galvanizing line in Leipsic,
OH. Capacity is approximately 600,000 tons per year, with substrate coils
provided by U. S. Steel. The facility commenced operations in early 1993.
USX and Worthington Industries Inc. participate in a joint venture
known as Worthington Specialty Processing which operates a steel processing
facility in Jackson, MI. The plant is operated by Worthington Industries, Inc.
and is dedicated to serving U. S. Steel customers. The facility contains
state-of-the-art technology capable of processing master steel coils into both
slit coils and sheared first operation blanks including rectangles, trapezoids,
parallelograms and chevrons. It is designed to meet specifications for the
automotive, appliance, furniture and metal door industries. The joint venture
processes material sourced by U. S. Steel, with a production capacity of almost
708,000 net tons annually.
USX and Rouge Steel Company participate in Double Eagle Steel Coating
Company, a joint venture which operates an electrogalvanizing facility located
in Dearborn, MI. This facility enables U. S. Steel to further participate in
the expanding automotive demand for steel with corrosion resistant properties.
The facility utilizes U. S. Steel's proven CAROSEL technology coupled with many
refinements developed through actual operating experience on the No. 1
Electrogalvanizing Line located at Gary Works. The facility can coat both
sides of sheet steel with zinc or alloy coatings and has the capability to coat
one side with zinc and the other side with alloy. Capacity is 700,000 tons of
galvanized steel annually, with availability of the facility shared by the
partners on an equal basis.
National-Oilwell, a joint venture with National Supply Company, Inc.,
a subsidiary of Armco Inc., operates in the oil field service industry and has
six manufacturing plants in the United States and abroad that produce a broad
line of drilling and production equipment. In the United States and abroad, it
also operates 121 oilfield supply stores, 18 service centers and 17 sales
offices where it sells its own manufactured equipment, tubular goods and other
oilfield operating supplies manufactured by others.
USX owns a 45% interest in Transtar, which purchased in 1988 the
former domestic transportation businesses of USX including railroads, a dock
company, USS Great Lakes Fleet, Inc. and Warrior & Gulf Navigation Company.
Blackstone Transportation Partners, L.P. and Blackstone Capital Partners L.P.,
both affiliated with The Blackstone Group, together own 52% of Transtar, and
the senior management of Transtar own the remaining 3%. For a discussion of
litigation related to Transtar, see "Legal Proceedings - USX Legal Proceedings
Attributable to the U.S. Steel Group".
OTHER BUSINESSES
In addition to the Steel and Related Businesses, the U. S. Steel Group
includes various other businesses, the most significant of which are described
below. The other businesses that are included in the U. S. Steel Group
accounted for 3% of the U. S. Steel Group's sales in both 1993 and 1992 and 5%
in 1991.
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USX Realty Development develops real estate for sale or lease and
manages retail and office space, business and industrial parks and residential
and recreational properties.
USX Credit operates in the leasing and financing industry, managing a
portfolio of real estate and equipment loans. Those loans are generally
secured by the real property or equipment financed, often with additional
security. USX Credit's portfolio is diversified in terms of types and terms of
loans, borrowers, loan sizes, sources of business and types and locations of
collateral. USX Credit is not actively making new loan commitments.
Cyclone Fence distributes and erects fencing products for commercial
use.
RMI Titanium Company ("RMI") is a leading producer of titanium metal
products. USX has a majority interest in RMI which is a publicly traded
company listed on the New York Stock Exchange.
PROPERTY, PLANT AND EQUIPMENT ADDITIONS
During the years 1991-1993, the U. S. Steel Group made property, plant
and equipment additions, including capital leases, aggregating $949 million.
Additions were $198 million, $318 million and $433 million in 1993, 1992
and 1991, respectively. The additions have been primarily for the replacement,
modernization and expansion of facilities and production capabilities,
including steel production and finishing, the mining of raw materials, and
environmental controls associated with steel production and other facilities.
Significant expenditures in 1993 included amounts for upgrades of the hot strip
mill and a pickle line at Gary Works and environmental projects at Gary Works
and Mon Valley Works. The decline in capital spending over this period
primarily reflected the completion of U. S. Steel's continuous cast
modernization program in 1992. Capital expenditures for 1994 are currently
estimated at $260 million and will include continued expenditures for projects
begun in 1993 relative to environmental, hot-strip mill and pickle line
improvements at Gary Works and initial expenditures for a blast furnace reline
project at Mon Valley Works which is planned for completion in 1995. Capital
expenditures in 1995 and 1996 are currently expected to remain at about the
same level as in 1994.
Depreciation, depletion and amortization costs for the U. S. Steel
Group were $314 million, $288 million and $254 million in 1993, 1992 and 1991,
respectively.
RESEARCH AND DEVELOPMENT
The research and development activities of the U. S. Steel Group are
conducted mainly at the U. S. Steel Technical Center in Monroeville, PA.
Expenditures for steel research and development were $22 million in 1993, $23
million in 1992 and $22 million in 1991.
Steel research is devoted to developing new or improved processes for
the mining and beneficiation of raw materials such as coal and iron ore and for
the production of steel; developing new and improved products in steel and
other product lines; developing technology for meeting environmental
regulations and for achieving higher productivity in these areas; and serving
customers in the selection and use of U. S. Steel's products. Steel research
has contributed to current business performance through expanded use of on-site
plant improvement teams. In addition, several collaborative research programs
with technical projects directed at mid- to long-range research opportunities
have been continued at universities and in conjunction with other domestic
steel companies through the American Iron and Steel Institute.
ENVIRONMENTAL MATTERS
The U. S. Steel Group maintains a comprehensive environmental policy
overseen by the Public Policy Committee of the USX Board of Directors. The
Environmental Affairs organization has the responsibility to ensure that the U.
S. Steel Group's operating organizations maintain environmental compliance
systems that are in accordance with applicable laws and regulations. The
Executive Environmental Committee, which is comprised of officers of the group,
is charged with reviewing its overall performance with various environmental
compliance programs. Also, the U. S. Steel Group, largely through the American
Iron and Steel Institute, continues its deep involvement in the negotiation of
various air, water, and waste regulations with federal, state and local
governments to assure the implementation of cost effective pollution reduction
strategies, such as the innovative regulatory-negotiation activities for coke
plants, which are regulated under the Clean Air Act ("CAA").
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The U. S. Steel Group has voluntarily participated in the EPA 33-50
program to reduce toxic releases and the EPA Greenlights program to promote
energy efficiency. The U. S. Steel Group has also developed an award winning
environmental education program (the Continuous Improvement to the Environment,
or CITE, program), a corporate program to reduce the volume of wastes the U. S.
Steel Group generates, and wildlife management programs certified by the
Wildlife Habitat Enhancement Council at U. S. Steel Group operating facilities.
Additionally, over the past 5 years, it has reduced the volume of toxic
releases reported under the Superfund Amendments and Reauthorization Act of
1986 (Section 313) by 75%, primarily through recycling and process changes.
The businesses of the U. S. Steel Group are subject to numerous
federal, state and local laws and regulations relating to the protection of the
environment. These environmental laws and regulations include the CAA with
respect to air emissions, the Clean Water Act ("CWA") with respect to water
discharges, the Resource Conservation and Recovery Act ("RCRA") with respect to
solid and hazardous waste treatment, storage and disposal, and the
Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA")
with respect to releases and remediation of hazardous substances. In addition,
all states where the U. S. Steel Group operates have similar laws dealing with
the same matters. These laws are constantly evolving and becoming increasingly
stringent. The ultimate impact of complying with existing laws and regulations
is not always clearly known or determinable due in part to the fact that
certain implementing regulations for laws such as RCRA and the CAA have not yet
been promulgated or in certain instances are undergoing revision. These
environmental laws and regulations, particularly the 1990 Amendments to the CAA
and new water quality standards, could result in substantially increased
capital, operating and compliance costs. For a discussion of environmental
expenditures, see "Management's Discusssion and Analysis of Financial
Condition and Results of Operations - Management's Discussion and Analysis
of Environmental Matters, Litigation and Contingencies" for the U.S. Steel
Group.
The U. S. Steel Group has incurred and will continue to incur
substantial capital, operating and maintenance, and remediation expenditures as
a result of environmental laws and regulations. In recent years, these
expenditures have been mainly for process changes in order to meet CAA
requirements, although ongoing compliance costs have also been significant.
To the extent these expenditures, as with all costs, are not ultimately
reflected in the prices of the U. S. Steel Group's products and services,
operating results will be adversely affected. The U. S. Steel Group believes
that all of its domestic competitors are subject to similar environmental laws
and regulations. However, the specific impact on each competitor may vary
depending on a number of factors, including the age and location of their
operating facilities and their production methods.
AIR
The 1990 Amendments to the CAA impose more stringent limits on air
emissions, establish a federally mandated operating permit program and allow
for enhanced civil and criminal enforcement sanctions. The principal impact of
the 1990 Amendments to the CAA on the U. S. Steel Group is on the coke-making
operations of U. S. Steel, as described below. The coal mining operations and
sales of U. S. Steel Mining may also be affected.
The 1990 Amendments to the CAA specifically address the regulation and
control of hazardous air pollutants, including emissions from coke ovens.
Generally, emissions for existing coke ovens must comply with technology-based
limits by the end of 1995 and comply with a health risk-based standard by the
end of 2003. However, a coke oven will not be required to comply with the
health risk-based standard until January 1, 2020, if it complied with the
technology-based standard at the end of 1993 and also complies with additional
technology-based standards, by January 1, 1998, and by January 1, 2010. USX
believes that it met the 1993 requirement and will be able to meet the 1998 and
2010 compliance dates.
The 1990 Amendments to the CAA also mandate the nationwide reduction
of emissions of acid rain precursors (sulfur dioxide and nitrogen oxides) from
fossil fuel-fired electrical utility plants. Specified emission reductions are
to be achieved by 2000. Phase I begins on January 1, 1995, and applies to 110
utility plants specifically listed in the law. Phase II, which begins on
January 1, 2000, will apply to other utility plants which may be regulated
under the law. U. S. Steel, like all other electricity consumers, will be
impacted by increased electrical energy costs that are expected as electric
utilities seek rate increases to comply with the acid rain requirements.
In 1993, 77% of the coal production of U. S. Steel Mining was
metallurgical coal, which is used in coke production, and the balance was steam
coal. Most of U.S. Steel Mining's production of steam coal was from the
Cumberland Coal mine, which was sold in 1993. While USX believes that
the new requirements for coke ovens will not have an immediate effect on U. S.
Steel Mining, the requirements may encourage development of steelmaking
processes that do not require the use of coke.
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WATER
The U. S. Steel Group maintains the necessary discharge permits as
required under the National Pollutant Discharge Elimination System program of
the CWA and it is in compliance with such permits. U. S. Steel is currently
negotiating with the Environmental Protection Agency ("EPA") to develop a plan
to remediate the section of the Grand Calumet River that runs through Gary
Works. Approval of the sedimentation remediation plan is expected in early
1994. The entire remediation process through validation of the environmental
recovery of the river is expected to take about 10 years. The program cost
will be approximately $29 million over 5 to 6 years, all of which has
previously been accrued.
SOLID WASTE
The U. S. Steel Group continues to seek methods to minimize the
generation of hazardous wastes in its operations. RCRA establishes standards
for the management of solid and hazardous wastes. Besides affecting current
waste disposal practices, RCRA also addresses the environmental effects of
certain past waste disposal operations, the recycling of wastes and the
regulation of underground storage tanks containing regulated substances. Since
the EPA has not yet promulgated implementing regulations for all provisions of
RCRA and has not yet made clear the practical application of all the
implementing regulations it has promulgated, the ultimate cost of compliance
cannot be accurately estimated. In addition, new laws are being enacted and
regulations are being adopted by various regulatory agencies on a continuing
basis and the costs of compliance with these new rules can only be broadly
appraised until their implementation becomes more accurately defined.
Corrective action under RCRA related to past waste disposal activities is
discussed under "Remediation" below.
PROPOSED COMPREHENSIVE ENVIRONMENTAL COMPLIANCE PROGRAM AT GARY WORKS
In order to facilitate long-term environmental compliance planning and
spending at Gary Works and allow it to remain competitive, USX has entered into
discussions with the Indiana Department of Environmental Management ("IDEM")
and the EPA concerning the development of a 10-year environmental enhancement
program at Gary Works. This program, as proposed, would cover all state and
federal environmental laws, including air, water and hazardous waste. Under
such a program, USX would agree in advance to expend up to a specified amount
(possibly in the range of $20 million to $30 million) each year during the
period for environmental enhancement projects at Gary Works. These projects
would include those anticipated under future regulations and voluntary
projects for which there is no present or anticipated future legal requirement,
including the Grand Calumet River sediment remediation plan discussed above.
This program would benefit USX by enabling it to better plan for its
environmental expenditures over the next ten years. In addition, IDEM, the
EPA and the public would benefit from having a major industrial facility
committed to environmental expenditures not presently mandated by law. This
project is in the early stages of discussion and there is no present
commitment that the program will be accepted.
REMEDIATION
A significant portion of the U. S. Steel Group's currently identified
environmental remediation projects relate to the dismantlement and restoration
of former and present operating locations. These projects include continuing
remediation at an IN SITU uranium mining operation, the dismantling and
management of former coke-making facilities and the closure of permitted
hazardous waste landfills.
The U. S. Steel Group has commenced a RCRA Facility Investigation and
a Corrective Measure Study at its Fairless Works. This study is expected to
take three years to complete at a cost of $2 million to $3 million. The cost
associated with any remediation which may ultimately be required is not
presently reasonably estimable. Remediation activities might also be required
at other U. S. Steel Group sites under RCRA.
USX is also involved in a number of remedial actions under CERCLA and
similar state statutes related to the U. S. Steel Group. See "Legal
Proceedings - Environmental Proceedings" below.
It is possible that additional matters may come to USX's attention
which may require remediation.
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CAPITAL EXPENDITURES
The U. S. Steel Group's capital expenditures for environmental
controls were $53 million in 1993, $52 million in 1992 and $73 million in 1991.
The U. S. Steel Group currently expects such expenditures to approximate $70
million in 1994, including the expected completion of major air quality
projects at Gary Works. Predictions beyond 1994 can only be broad-based
estimates which have varied, and will continue to vary, due to the ongoing
evolution of specific regulatory requirements, the possible imposition of more
stringent requirements and the availability of new technologies, among other
matters. Based upon currently identified projects, the U. S. Steel Group
anticipates that environmental capital expenditures will be approximately $25
million in 1995; however, actual expenditures may increase as additional
projects are identified or additional requirements are imposed.
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DELHI GROUP
The Delhi Group ("Delhi") consists of Delhi Gas Pipeline Corporation
("DGP") and certain related companies which are engaged in the purchasing,
gathering, processing, transporting and marketing of natural gas. Prior to
establishment of the Delhi Group on October 2, 1992, these businesses were
included in the Marathon Group. Sales from the businesses included in the
Delhi Group as a percentage of USX consolidated sales were 3% in both 1993 and
1992 and 2% in 1991. See "Financial Statements and Supplementary Data - Notes
to Financial Statements - 1. Basis of Presentation" for the Delhi Group.
Delhi is an established natural gas merchant engaged in the
purchasing, gathering, processing, transporting and marketing of natural gas.
It uses its extensive pipeline systems to provide gas producers with a ready
purchaser for their gas or transportation to other pipelines and markets and to
provide customers with an aggregated, reliable gas supply. Delhi has the
ability to offer a complete package of services to customers, relieving them of
the need to locate, negotiate for, purchase and arrange transportation of gas.
As a result, margins realized in its merchant function, particularly when
providing premium supply services, are generally higher than those realized
when providing separate gathering, processing or transporting services or those
realized from short-term, interruptible ("spot") market sales.
Delhi provides premium supply services to customers directly connected
to its pipeline systems ("on-system"), such as local distribution companies
("LDCs") and utility electric generators ("UEGs"). These services include
providing reliable supplies tailored to meet the peak demand requirements of
customers. Premium supply services range from standby service, where the
customer has no obligation to take any volumes but may immediately receive gas
from Delhi upon an increase in the customer's demand, to baseload firm service
where delivery of continuous volumes is assured by Delhi and the customer is
obligated to take the gas provided.
Delhi attempts to structure its gas sales to balance the peak demand
requirements of LDCs during the winter heating season and of UEGs during the
summer air conditioning season. In addition, Delhi provides premium supply
services to customers connected to other pipelines ("off-system") through its
interconnections with intrastate and interstate pipelines. Gas supplies not
sold under premium service contracts are generally sold in the spot market.
Delhi also extracts and markets natural gas liquids ("NGLs") from
natural gas gathered on its pipeline systems. Delhi sells NGLs to a variety of
purchasers, including petrochemical companies, refiners, retailers, resellers
and trading companies. Delhi owns interests in 18 natural gas processing
facilities which include 22 gas processing plants, eleven of which are wholly
owned and eleven of which are 50% owned. Fifteen of the plants were operating
as of December 31, 1993. These facilities straddle Delhi's pipelines and have
been located to maximize utilization.
Delhi faces competition in all of its businesses, including obtaining
additional dedicated gas reserves and providing premium supply services and gas
transportation services. Delhi's competitors include major integrated oil and
gas companies, more than 100 major intrastate and interstate pipelines, and
national and local gas gatherers, brokers, marketers, distributors and end-
users of varying size, financial resources and experience. Based on 1992 data
published in the September 1993 Pipeline & Gas Journal, Delhi ranked
seventeenth among domestic pipeline companies in terms of total miles of gas
pipeline operated and second in terms of miles of gathering line operated.
With respect to competition in Delhi's gas processing business, Delhi estimates
there are approximately 400 gas processing plants in Texas and Oklahoma.
Certain competitors, such as major integrated oil companies and intrastate and
interstate pipelines, have financial resources and control supplies of gas
substantially greater than those of Delhi. Competition for premium supply
services varies for individual customers depending on the number of other
potential suppliers capable of providing the level of service required by the
customers. In addition, certain regulatory actions of the Federal Energy
Regulatory Commission ("FERC"), designed to deregulate the gas industry,
particularly FERC Order No. 636, have increased competition in providing
premium supply services and gas transportation services. See "Regulatory
Matters - FERC Regulation" below.
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The following tables set forth the distribution of the Delhi Group's
sales and gross margin for each of the last three years:
SALES AND GROSS MARGIN
1993 1992 1991 1993 1992 1991
---- ---- ---- ---- ---- ----
MILLIONS PERCENTAGE
----------------------------- -----------------------------
Sales
Gas Sales (a) . . . . . . . . $447.9 $371.6 $346.4 84% 81% 82%
Transportation . . . . . . . 14.2 14.8 14.0 2% 3% 3%
------ ------ ------ ---- ---- ----
Total Systems . . . . . . . . . 462.1 386.4 360.4 86% 84% 85%
Gas Processing . . . . . . . 72.6 70.4 61.1 14% 16% 15%
Other . . . . . . . . . . . . .1 1.0 1.7 -- -- --
------ ------ ------ ---- ---- ----
TOTAL . . . . . . . . . . . . . $534.8 $457.8 $423.2 100% 100% 100%
====== ====== ====== ==== ==== ====
Gross Margin (b)
Gas Sales Margin (a)(c) . . . $104.5 $ 96.1 $ 96.4 77% 70% 70%
Transportation Margin . . . . 14.2 14.8 14.0 10% 11% 10%
------ ------ ------ ---- ---- ----
Systems Margin . . . . . . . . . 118.7 110.9 110.4 87% 81% 80%
Gas Processing Margin . . . . 17.3 26.1 27.2 13% 19% 20%
------ ------ ------ ---- ---- ----
TOTAL . . . . . . . . . . . . . $136.0 $137.0 $137.6 100% 100% 100%
====== ====== ====== ==== ==== ====
- - --------------------
(a) See "Natural Gas Sales" below for a discussion of a January 1994
settlement agreement which will affect Gas Sales and Gas Sales Margins in
1994 and 1995.
(b) Gas Sales Margin reflects revenues less associated gas purchase costs.
Transportation Margin reflects fees charged by Delhi for the
transportation of volumes owned by third parties. Gas Processing Margin
reflects (i) the sale of NGLs extracted from gas, less the cost of gas
purchased for feedstock and (ii) processing fees charged by Delhi to third
parties.
(c) Included favorable effects of $2.6 million, $1.5 million and $8.0 million
in 1993, 1992 and 1991, respectively, for settlements of certain
contractual issues.
The total number of Delhi employees at year-end was 805 in 1993, 810
in 1992 and 865 in 1991. Delhi employees are not represented by labor unions.
NATURAL GAS GATHERING AND SUPPLY
Delhi provides a valuable service to producers of natural gas by
providing direct markets for the sale of their natural gas. Following
discovery of commercial quantities of natural gas, producers generally must
either build their own gathering lines or negotiate with another party, such as
Delhi, to have gathering lines built to connect their wells to a pipeline for
delivery to market. Delhi typically aggregates natural gas production from
several wells in a gathering system where it may also provide additional
services for the producers by compressing and dehydrating the gas. Depending
on the quality of the gas stream, the gas may be treated to make it suitable
for market. Delhi's ability to offer producers treating services and its
willingness to purchase untreated gas give it an advantage in acquiring gas
supplies, particularly in East Texas, where much of the gas produced is not
pipeline quality gas. After processing, the residue gas flows through
pipelines for ultimate delivery to market.
Delhi owns and operates extensive gathering systems which are
strategically located in the major gas producing areas of Texas and Oklahoma,
including East Texas, South Texas and the Anadarko and Permian basins, and also
operates in Arkansas, Kansas and Louisiana. Delhi's principal intrastate
natural gas pipeline systems total approximately 7,600 miles and interconnect
with other intrastate and interstate pipelines at more than 120 points.
Interests in two partnerships, one of which operates a FERC regulated
interstate pipeline system, bring total systems miles to approximately 8,100 at
December 31, 1993. In January 1993, Delhi sold its 25% interest in Red River
Pipeline. Total throughput, including Delhi's share of partnership volumes,
was 327 billion cubic feet ("bcf") in 1993, 314 bcf in 1992 and 291 bcf in
1991. Delhi's existing systems are capable of handling substantially increased
throughput without major investment.
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The following table sets forth the pipeline mileage for pipeline
systems, including partnerships, owned and operated by Delhi at December 31,
1993, and natural gas throughput volumes for pipeline systems operated during
1993:
PIPELINE MILEAGE AND THROUGHPUT VOLUMES
1993 AVERAGE
APPROXIMATE NATURAL GAS
MILES THROUGHPUT
----- ----------
(MILLIONS OF CUBIC FEET PER DAY)
Arkansas . . . . . . . . . . . . . . . . . . . . 65 16.3
Colorado (a) . . . . . . . . . . . . . . . . . . -- 1.4
Kansas . . . . . . . . . . . . . . . . . . . . . 164 4.3
Louisiana . . . . . . . . . . . . . . . . . . . 141 11.3
Oklahoma . . . . . . . . . . . . . . . . . . . . 2,768 306.4
Texas . . . . . . . . . . . . . . . . . . . . . 4,506 539.1
----- ------
Total Systems . . . . . . . . . . . . . . . 7,644 878.8
Partnerships . . . . . . . . . . . . . . . . . . 475 17.9 (b)
----- ------
TOTAL . . . . . . . . . . . . . . . . . . . . . 8,119 896.7
===== ======
- - --------------------
(a) Delhi sold its Colorado gas gathering facilities (including pipeline
systems) during 1993.
(b) Reflects Delhi's interest in partnership throughput.
While Delhi obtains gas supplies from various sources, including major
oil and gas companies and other pipelines, its primary source has been
independent producers. It offers competitive prices for gas, a full range of
pipeline services and stable, year-round takes of production. Stable takes are
particularly important to small producers who may not have the financial
capacity to withstand significant variations in cash flow.
The services Delhi provides to producers include gathering,
dehydration, treating, compression, blending, processing and transportation.
Delhi's ability to provide this wide range of services, together with the
location of its gathering systems within major gas-producing basins, has
allowed it to build a large, flexible gas supply base.
The pricing mechanisms under Delhi's contracts with producers
generally result in variable market-based prices or periodically renegotiable
fixed prices. The majority of Delhi's contracts with producers are
"take-or-release" contracts under which Delhi has the right to purchase the gas
or, if it does not purchase minimum volumes of gas over a specified period, the
producer has the right to sell the gas to another party and have it transported
on Delhi's system for a fee. Take-or-release contracts present less risk to
Delhi than the formerly prevalent take-or-pay contracts, while affording
producers an opportunity to protect their cash flow by selling to other buyers.
Delhi believes that its liability on take-or-pay contracts, if any, is not
material.
Delhi must add dedicated gas reserves in order to offset the natural
declines in production from existing wells on its systems and to meet any
increase in demand. In the past, Delhi has successfully connected new sources
of supply to its pipeline systems. Management attributes this past success to
the strategic location of Delhi's gathering systems in major producing basins,
the quality of its service and its ability to adjust to changing market
conditions. Delhi's future ability to contract for additional dedicated gas
reserves also depends in part on the level and success of drilling by producers
in the areas in which Delhi operates. Delhi has added dedicated reserves at
increasing levels since 1987.
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The following table sets forth information concerning Delhi's
dedicated gas reserves for each of the last three years:
DEDICATED GAS RESERVES 1993 (a) 1992 1991
(BILLIONS OF CUBIC FEET) -------- ---- ----
Balance at start of year . . . . . . . . . 1,652 1,643 1,680
Additions . . . . . . . . . . . . . . 382 273 255
Production . . . . . . . . . . . . . . (328) (307) (275)
Revisions/Asset Sales . . . . . . . . (43) 43 (17)
----- ----- -----
Balance at end of year . . . . . . . . . . 1,663 1,652 1,643
===== ===== =====
- - --------------------
(a) During 1993, dedicated gas reserve additions related to Marathon were less
than 8% of total additions. At December 31, 1993, approximately 12% of
Delhi's dedicated gas reserves were owned by Marathon.
NATURAL GAS SALES
Delhi sells natural gas nationwide to LDCs, UEGs, pipeline companies,
various industrial end-users and marketers under both long and short term
contracts. As a result of Delhi's ability to offer a complete package of
services to customers, relieving them of the need to locate, negotiate for,
purchase and arrange transportation and processing of gas, margins realized by
Delhi in its merchant function, particularly when providing premium supply
services, are generally higher than those realized when providing separate
gathering, processing or transportation services or those realized from spot
market sales. In 1993, merchant gas sales represented approximately 63% of
Delhi's total systems throughput and 77% of Delhi's total gross margin. Delhi
sells gas under both firm and interruptible contracts at varying volumes and in
1993 sold gas to over 160 customers.
Delhi principally targets sales to on-system LDCs and UEGs. LDCs and
UEGs generally are willing to pay higher prices to gas suppliers who can
provide reliable gas supplies and adjust to rapid changes in their demand for
gas service. Fluctuations in demand for natural gas by LDCs and UEGs are
influenced by the seasonal requirements of purchasers using gas for space
heating and the generation of electricity for air conditioning. LDCs require
maximum deliveries during the winter heating season, while UEGs require maximum
deliveries during the summer air-conditioning season. In order to increase
flexibility for supplying gas to premium customers, Delhi entered into an
arrangement in the fourth quarter of 1993 with a large LDC in Texas to store up
to 2.5 bcf of natural gas in an East Texas storage facility. Delhi serves over
30 LDCs and UEGs and total sales to these customers in 1993 exceeded 84 bcf.
Delhi also sells gas to industrial end-users. These customers are generally
more price-sensitive, but diversify Delhi's customer base and provide a stable
market for gas.
Delhi uses the spot market to balance its gas supply with the demands
for premium services. It attempts to sell all of its available gas each month.
Delhi typically estimates sales to its premium market, then places the rest of
its supply on the spot market. If the estimated premium load does not
materialize, spot market sales are increased. If the actual premium load is
greater than expected, spot market sales are interrupted to divert additional
gas to the premium market. Spot market sales allow Delhi to balance its gas
supply with its sales and to maximize throughput on its systems.
Because of prevailing industry conditions, most recent sales contracts
are for periods of one year or less, and many are for periods of 30 days or
less. Pricing mechanisms under Delhi's contracts result in gas sales at either
market sensitive prices or fixed prices with the unit margin fluctuating in
both cases based on the sales price and the cost of gas. Various contracts
permit the customer or Delhi to interrupt the gas purchased or sold, under
certain circumstances. Other contracts provide Delhi or the customer the right
to renegotiate the gas sales price at specified intervals, often monthly or
annually. Sales under these contracts may be terminated if the parties are
unable to agree on a new price. These contract provisions may make the
specified term of a contract less meaningful.
During 1993, Delhi's four largest customers, which accounted for
approximately 30% of total sales, were the Oklahoma Natural Gas Company
("ONG"), the largest LDC in Oklahoma; Southwestern Electric Power Company
("SWEPCO"), a UEG primarily serving locations in Louisiana, Arkansas and Texas;
Central Power and Light Company ("CP&L"), a UEG serving South Texas; and Lone
Star Gas Company, the largest LDC in Texas, serving the north central part of
the state. Natural gas sales to these four largest customers accounted for
18%, 14% and 17% of total systems throughput and 45%, 39% and 37% of total
gross margin in 1993, 1992 and 1991, respectively. Sales to two customers, ONG
and SWEPCO, accounted for an aggregate of 34%, 30% and
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29% of total gross margin in 1993, 1992 and 1991, respectively. Except for
ONG, discussed below, no customer accounted for 10% or more of sales in such
periods. SWEPCO and CP&L are owned by a common parent, but operate
independently in different geographical areas. In the event that one or more
of Delhi's large premium supply service customers reduce volumes taken under an
existing contract or choose not to renew such contract(s), Delhi would be
adversely affected to the extent it is unable to find alternative customers to
buy gas at the same level of profitability.
Delhi has maintained long-term sales relationships with many of its
customers and has done business with ONG since 1971. ONG accounted for 14%,
12% and 14% of total sales in 1993, 1992 and 1991, respectively. Since 1987,
sales contracts with ONG have been negotiated annually. During 1992, Delhi
executed a contract with ONG relating to sales for the 1993 and 1994 contract
years. Delhi is in the second year of this contract and has recently
negotiated specific pricing provisions for both the 1994 and 1995 contract
years.
Sales to SWEPCO accounted for 7% of total sales in each of 1993 and
1992 and 6% in 1991. Sales to SWEPCO pursuant to one contract ("original
contract") were at prices substantially above spot market prices and, as a
result, this contract has accounted for more than 10% of Delhi's total gross
margin in each year subsequent to 1990. On January 26, 1994, a settlement
agreement was executed between DGP and SWEPCO, resolving litigation which began
in 1991 related to the original contract which was due to expire in April 1995.
The settlement agreement provides that SWEPCO will pay Delhi the price under
the original contract through January 1994. Concurrent with the execution of
the settlement agreement, Delhi executed a new four-year agreement with SWEPCO
enabling Delhi to supply increased volumes of gas to two SWEPCO power plants in
East Texas at market sensitive prices and premiums commensurate with the level
of service provided. The agreement provides for swing service and does not
require any minimum gas purchase volumes. Delhi's operating income and cash
flow will be adversely affected by the amount of premiums lost under the
original contract for the period February 1, 1994, through April 1, 1995. Broad
estimates of the potential premium losses are $18 million and $4 million in
1994 and 1995, respectively.
Delhi continues to pursue opportunities for long-term gas sales to
LDCs and UEGs. During 1992, Delhi executed a new contract with Entex, a
Division of Arkla, Inc., to supply for up to ten years the total gas
requirements for the city of Tyler, TX. Entex is the second largest LDC in
Texas. In early 1993, Delhi entered into additional contracts with Entex to
supply gas to Longview, TX and Kilgore, TX. Delhi believes that there are
additional opportunities to provide premium supply services to both on-system
and off-system LDCs and UEGs at premium prices. Delhi can sell gas to
off-system customers because of its numerous interconnections with other
pipelines and the availability of transportation service from other pipelines.
Delhi's interconnections with other pipelines give it access to virtually every
significant interstate pipeline in the United States and permit it to take
advantage of regional pricing differentials. Delhi has both firm and
interruptible transportation agreements with various pipelines. Delhi attempts
to minimize the payment of reservation fees associated with transportation
arrangements and had only one contract with an obligation for fixed reservation
fees at December 31, 1993.
In a typical off-system sale transaction, Delhi sells gas to a
customer at an interconnection point with another pipeline and the customer
arranges further pipeline transportation of the gas to the point of
consumption. Delhi's off-system sales in 1993 included sales to LDCs in
Indiana, Illinois, Iowa, Kansas, Missouri, Nebraska, New York, California and
Minnesota; UEGs in Pennsylvania, California, Kansas and Louisiana; and
industrial end-users in many of the same states. Margins realized from
off-system sales to LDCs and UEGs have traditionally been lower than those
realized from on-system sales to such customers, reflecting the lower level of
service typically received by the off-system customers. However, off-system
LDCs and UEGs generally are willing to pay a premium over industrial and spot
market sales prices.
Delhi believes that with the implementation of FERC Order No. 636, its
opportunities to make premium sales to off-system customers will continue to
improve because interstate pipelines will increasingly become primarily
transporters of natural gas as opposed to marketers of gas to LDCs, UEGs and
large industrial end-users. During 1993, Delhi negotiated three FERC Order No.
636 sales of gas moving to off-system markets. For additional information
concerning FERC Order No. 636, see "Regulatory Matters - FERC Regulation"
below.
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The following table sets forth the distribution of Delhi's natural gas
throughput volumes for each of the last three years:
NATURAL GAS THROUGHPUT VOLUMES 1993 1992 1991
(BILLIONS OF CUBIC FEET) ---- ---- ----
Natural Gas Throughput
Natural Gas Sales . . . . . . . . . . . . . . 203.2 200.0 195.9
Transportation . . . . . . . . . . . . . . . 117.6 103.4 81.0
----- ----- -----
Total Systems . . . . . . . . . . . . . . . . . 320.8 303.4 276.9
Partnerships - Equity Share . . . . . . . . . 6.5 10.2 14.5
----- ----- -----
TOTAL . . . . . . . . . . . . . . . . . . . . . 327.3 313.6 291.4
===== ===== =====
TRANSPORTATION
Delhi transports natural gas on its pipeline systems for third parties
at negotiated fees. When transporting gas for others, Delhi does not take
title but delivers equivalent amounts to designated locations. The core of
Delhi's transportation business is moving gas for on-system producers who
market their own gas. Delhi's transportation business complements its sales
and gas processing businesses by generating incremental revenues and margins.
Transportation volumes also may be available for purchase by Delhi during
periods of peak demand to increase Delhi's supply base. Delhi's more than 120
points of interconnection with both intrastate and interstate pipeline systems
facilitate its transportation business. In 1993, transportation services
accounted for approximately 37% of Delhi's total systems throughput and 10% of
its total gross margin.
GAS PROCESSING AND NGLS MARKETING
Natural gas processing involves the extraction of NGLs (ethane,
propane, isobutane, normal butane and/or natural gasoline) from the natural gas
stream, thereby removing some of the British thermal units ("Btus") from the
gas. Delhi processes most of the gas moved on its pipeline systems in its own
plants, which straddle its pipelines, and processes a smaller portion at
third-party plants. Delhi has the processing rights under a substantial
majority of its contracts with producers. By processing gas, Delhi captures
the differential between the price obtainable for the Btus if sold as NGLs and
the price obtainable for the Btus if left in the gas. Delhi has the ability to
take advantage of such price differentials by utilizing additional processing
capacity at operating plants or by starting up and shutting down processing
plants quickly at relatively minimal cost. Delhi monitors the economics of
removing NGLs from the gas stream for processing on an ongoing basis to
determine the appropriate level of each plant's operation and the viability of
starting up or idling individual plants. At December 31, 1993, 15 of Delhi's
22 plants were operating. Delhi restarted one idled plant in 1993 and two in
1991 because of favorable processing economics. One plant was idled in
November 1993, due to insufficient volumes of gas for processing. Delhi
expanded its facilities in Custer County, Oklahoma by installing a two-mile
pipeline and redesigning and moving the idled Cimarron processing plant to this
area. The plant began operations in March 1994. Delhi has a 50% interest in
the plant project which has an estimated total project cost of $4.2 million.
Delhi also plans a 21-mile system expansion to provide additional system
capacity to this plant. This project is scheduled for completion in the third
quarter of 1994. In October 1993, Delhi purchased the 30 million cubic feet
per day ("mmcfd") Pettus gas plant in South Texas. Construction of a pipeline
linking the plant to the Delhi system was completed in November 1993.
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The following table sets forth, by state, the number of Delhi's
processing plants at December 31, 1993, and the volume of NGLs sold during
1993:
PROCESSING PLANTS
---------------------------- NGLS
OPERATING AT SALES
TOTAL DECEMBER 31, 1993 VOLUMES
----- ----------------- -------
(THOUSANDS OF
GALLONS PER DAY)
Louisiana (a) . . . . . . . . . . . 2 --- 2.9
Oklahoma (b) . . . . . . . . . . . . 11 7 315.1
Texas (a) . . . . . . . . . . . . . 9 8 454.5
--- --- -----
TOTAL . . . . . . . . . . . . . . . 22 15 772.5
=== === =====
- - -----------------------------
(a) 100% owned
(b) 50% owned; NGLs sales volumes reflect Delhi's interest.
Delhi retains the rights to the NGLs on more than 90% of the gas it
processes. The remainder is shared with either producers or other pipelines.
For certain 50% owned plants, Delhi shares the retained NGLs equally with the
joint owner. Delhi pursues incremental processing business from third parties
with unprocessed gas accessible to Delhi's pipeline systems to take advantage
of excess capacity when processing economics are favorable.
Delhi also receives fees for providing treating services for producers
whose gas requires the removal of various impurities to make it marketable.
The impurities may include water, carbon dioxide or hydrogen sulfide. Delhi
owns and operates its own treating facilities, including three sulfur plants,
and also has contracts to treat gas at third-party plants. The ability to
offer treating services to producers gives Delhi a competitive advantage in
acquiring gas supplies in East Texas, where much of the gas produced is not
pipeline quality gas.
Delhi markets NGLs either at the two major domestic marketing centers
for NGLs, Mont Belvieu, TX and Conway, KS, or at the processing plant sites.
Delhi also markets NGLs for third parties for a fee. Condensate (free liquids
in the gas stream before processing) is very similar to crude oil and is
marketed to crude oil purchasers at various separation or collection facilities
located throughout Delhi's pipeline systems. Prices for NGLs and condensates
are closely related to the price of crude oil.
Delhi has transportation, fractionation and exchange agreements for
the movement of NGLs to market. Delhi sells NGLs to a variety of purchasers
including petrochemical companies, refiners, retailers, resellers and trading
companies. In 1993, Delhi marketed 282 million gallons ("mmgal") of NGLs to
over 64 different customers at spot market prices. Delhi also has agreements
with third parties to store NGLs, which provide the flexibility to delay NGLs
sales until demand and prices are higher.
Delhi's average NGLs sales volumes have increased in each year since
1991, totaling 282.0 mmgal, 261.4 mmgal and 214.7 mmgal in 1993, 1992 and 1991,
respectively. In addition, NGLs volumes which Delhi processed for third
parties for a fee were 45.7 mmgal and 40.5 mmgal in 1993 and 1992,
respectively. Delhi also processed nominal amounts of gas for third parties
during 1991. Gas processing unit margins, which trended downward over the last
three years, averaged 6 cents per gallon in 1993 (1 cent per gallon in the
fourth quarter) compared with 10 cents per gallon in 1992 and 13 cents per
gallon in 1991. The decline primarily reflected increased average natural
gas prices (feedstock costs) and lower average NGLs prices, which trended
downward with crude oil.
PROPERTY, PLANT AND EQUIPMENT ADDITIONS
During the three years 1991-1993, Delhi made property, plant and
equipment additions aggregating $87.8 million. Additions were $42.6 million,
$26.6 million and $18.6 million in 1993, 1992 and 1991, respectively. A
portion of these expenditures related to the connection of new dedicated
gas reserves. Additions to Delhi's dedicated gas reserves totaled 382 bcf, 273
bcf and 255 bcf in 1993, 1992 and 1991, respectively. In addition,
expenditures were made to purchase facilities and to improve and upgrade
existing facilities. Expenditures in 1993 included amounts for a
multi-pipeline interconnection and compression project in the Carthage area of
East Texas, the acquisition and connection of a 65-mile gas gathering system in
West
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Texas and the purchase, connection and upgrade of a 30 mmcfd cryogenic gas
processing facility near existing systems in South Texas. For information
concerning capital expenditures for environmental controls in 1993, 1992 and
1991 and estimated capital expenditures for such purposes in 1994 and 1995, see
"Environmental Matters" below.
Capital expenditures in 1994 are expected to exceed 1993 levels as
Delhi continues to pursue opportunities at attractive prices to connect
dedicated gas reserves by the expansion or acquisition of gas gathering,
processing and transmission assets, including those made available as a result
of current industry conditions and regulatory initiatives.
Depreciation, depletion and amortization costs for Delhi were $36.3
million, $40.2 million and $38.7 million in 1993, 1992 and 1991, respectively.
REGULATORY MATTERS
Delhi's facilities and operations are subject to regulation by various
governmental agencies.
STATE REGULATION
The Texas Railroad Commission ("RRC") has the authority to regulate
natural gas sales and transportation rates charged by intrastate pipelines in
Texas. The RRC requires tariff filings for certain of Delhi's transactions
and, under limited circumstances, could propose changes in such filed tariffs.
Rates charged for pipeline-to-pipeline transactions and to transportation,
industrial and other similar large volume contract customers (other than LDCs)
are presumed by the RRC to be just and reasonable where (i) neither the
supplier nor the customer had an unfair advantage during negotiations, (ii) the
rates are substantially the same as rates between the gas utility and two or
more of these customers for similar service or (iii) competition does or did
exist for the market with another supplier of natural gas or an alternative
form of energy. Competition generally exists in the markets Delhi serves and
rate cases have been infrequent.
Delhi's Texas pipeline systems are subject to the "ratable take rules"
of the RRC. Under ratable take rules, each purchaser of gas is generally
required first to take ratably certain high-priority gas (i.e., principally
casinghead gas from oil wells) produced from wells from which it purchases gas
and, if its sales volumes exceed amounts of such high-priority gas available,
thereafter to take gas well gas from wells from which it purchases gas on a
ratable basis, by categories, to the extent of demand. Under other RRC
regulations, large industrial customers are subject to curtailment or service
interruption during periods of peak demand. Certain Delhi customers in Texas
and Oklahoma may also be subject to state ratable take rules. Such rules have
affected purchases of gas from Delhi in the past and may affect such purchases
in the future.
The RRC has promulgated Statewide Rules which streamline the process
for determining gas demand and gas allowables in Texas. By setting allowables
to meet market demand, Delhi believes the RRC rules will foster more accurate
pricing signals between the wellhead and the burnertip. Although the ultimate
impact of these changes to the proration rules is uncertain, Delhi believes it
is well positioned to benefit from the new pricing structure.
Delhi generally does not engage in the type of sales or transportation
transactions which would subject it to cost of service regulation in the states
where it does business. Louisiana exercises limited jurisdiction over certain
facilities constructed in that state by Delhi.
FERC REGULATION
As a gas gatherer and an operator primarily of intrastate pipelines,
Delhi is generally exempt from regulation under the Natural Gas Act of 1938
("NGA"). Delhi operates and owns a 25% interest in Ozark Gas Transmission
System ("Ozark"), an interstate pipeline providing transportation services in
western Arkansas and eastern Oklahoma. Ozark is subject to FERC regulation
under the NGA and the Natural Gas Policy Act of 1978 ("NGPA"). FERC also
exercises jurisdiction over transportation services provided by Delhi under
Section 311 of the NGPA. This jurisdiction is limited to a review of the
rates, terms and conditions of such services.
In April 1992, FERC issued Order No. 636, which makes significant
changes to the regulatory schedule applicable to the services provided by
interstate natural gas pipelines. The changes are intended to ensure that
pipelines provide transportation
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service that is equal in quality for all gas supplies, whether the customer
purchases the gas from the pipeline or from another supplier. FERC believes
these structural changes will benefit the public and all segments of the
natural gas industry by improving the access of gas buyers to a variety of gas
sellers so as to maximize the benefits of the competitive wellhead gas market.
During restructuring proceedings mandated by Order No. 636, current interstate
pipeline customers have an opportunity to reduce their purchases of gas from
the pipeline or to release their firm transportation capacity if they do not
need the capacity. FERC is in the process of implementing Order No. 636, but
Delhi cannot predict the final requirements of the FERC initiatives or their
effect upon the availability or cost of transportation services to Delhi.
Delhi anticipates that the merchant function of interstate pipelines
will continue to be reduced as a result of Order No. 636 and Delhi believes
that this reduction will provide Delhi with a number of opportunities to expand
its merchant function. Under Order No. 636, Delhi will be able to offer its
merchant services to existing customers of interstate pipelines who are seeking
an alternative gas supply source. During 1993, Delhi negotiated three Order
No. 636 sales of gas moving to off-system markets.
ENVIRONMENTAL MATTERS
The Delhi Group maintains a comprehensive environmental policy
overseen by the Public Policy Committee of the USX Board of Directors. The
Safety and Environmental Affairs organization has the responsibility to ensure
that the Delhi Group's operating organizations maintain environmental
compliance systems that are in accordance with applicable laws and regulations.
The businesses of the Delhi Group are subject to numerous federal,
state and local laws and regulations relating to the protection of the
environment. These environmental laws and regulations include the Clean Air
Act ("CAA") with respect to air emissions, the Clean Water Act ("CWA") with
respect to water discharges, the Resource Conservation and Recovery Act
("RCRA") with respect to solid and hazardous waste treatment, storage and
disposal, and the Comprehensive Environmental Response, Compensation and
Liability Act ("CERCLA") with respect to releases and remediation of hazardous
substances. In addition, many states where the Delhi Group operates have
similar laws dealing with the same matters. These laws are constantly evolving
and becoming increasingly stringent. The ultimate impact of complying with
existing laws and regulations is not always clearly known or determinable due
in part to the fact that certain implementing regulations for laws such as RCRA
and the CAA have not yet been promulgated or in certain instances are
undergoing revision. These environmental laws and regulations, particularly
the 1990 Amendments to the CAA, could result in increased capital, operating
and compliance costs. For a discussion of environmental expenditures, see
"Management's Discussion and Analysis of Financial Condition and Results
of Operations - Management's Discussion and Analysis of Environmental
Matters, Litigation and Contingencies" for the Delhi Group.
The Delhi Group has incurred and will continue to incur capital and
operating and maintenance expenditures as a result of environmental laws and
regulations. To the extent these expenditures, as with all costs, are not
ultimately reflected in the prices of the Delhi Group's products and services,
operating results will be adversely affected. The Delhi Group believes that
substantially all of its competitors are subject to similar environmental laws
and regulations. However, the specific impact on each competitor may vary
depending on a number of factors, including the age and location of their
operating facilities and their production proceses.
AIR
The 1990 Amendments to the CAA impose more stringent limits on air
emissions, establish a federally mandated operating permit program and allow
for enhanced civil and criminal enforcement sanctions. The principal impact of
the 1990 Amendments to the CAA on the Delhi Group is on its compressor stations
and its processing plants. The amendments establish attainment deadlines and
control requirements based on the severity of air pollution in a geographical
area. All facilities that are major sources as defined by the CAA will require
Title V permits.
WATER
The Delhi Group maintains the necessary discharge permits as required
under the National Pollutant Discharge Elimination System program of the CWA
and it is in compliance with such permits.
SOLID WASTE
The Delhi Group continues to seek methods to minimize the generation
of hazardous wastes in its operations. RCRA establishes standards for the
management of solid and hazardous wastes. Besides affecting current waste
disposal practices, RCRA also addresses the environmental effects of certain
past waste disposal operations, the recycling of wastes and the regulation of
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underground storage tanks containing regulated substances. Since the
EPA has not yet promulgated implementing regulations for all provisions of RCRA
and has not yet made clear the practical application of all the implementing
regulations it has promulgated, the ultimate cost of compliance cannot be
accurately estimated. In addition, new laws are being enacted and regulations
are being adopted by various regulatory agencies on a continuing basis and the
costs of compliance with these new rules can only be broadly appraised until
their implementation becomes more accurately defined.
REMEDIATION
Minor remediation projects are done on a routine basis and related
expenditures have not been material.
CAPITAL EXPENDITURES
The Delhi Group's capital expenditures for environmental controls were
$4.5 million in 1993, $3.0 million in 1992 and $2.0 million in 1991. The Delhi
Group currently expects such expenditures to approximate $5 million in 1994.
Predictions beyond 1994 can only be broad-based estimates which have varied,
and will continue to vary, due to the ongoing evolution of specific regulatory
requirements, the possible imposition of more stringent requirements and the
availability of new technologies, among other matters. Based upon currently
identified projects, the Delhi Group anticipates that environmental capital
expenditures in 1995 will remain at about the same levels experienced in 1994;
however, actual expenditures may increase as additional projects are identified
or additional requirements are imposed. Expenditures for environmental
controls include amounts for projects which, while benefitting the environment,
also enhance operating efficiencies.
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ITEM 2. PROPERTIES
The location and general character of the principal oil and gas
properties, plants, mines, pipeline systems and other important physical
properties of USX are described in Item 1, the BUSINESS section of this
document. Except for oil and gas producing properties, which generally are
leased, or as otherwise stated, such properties are held in fee. The plants
and facilities have been constructed or acquired over a period of years and
vary in age and operating efficiency. At the date of acquisition of important
properties, titles were examined and opinions of counsel obtained, but no title
examination has been made specifically for the purpose of this document. The
properties classified as owned in fee generally have been held for many years
without any material unfavorably adjudicated claim.
Several steel production facilities and interests in two liquefied
natural gas tankers are leased. See "Financial Statements and Supplementary
Data - Notes to Consolidated Financial Statements - 16. Leases".
The basis for estimating oil and gas reserves is set forth in the
"Consolidated Financial Statements and Supplementary Data - Supplementary
Information on Oil and Gas Producing Activities - Estimated Quantities of
Proved Oil and Gas Reserves".
USX believes that its surface and mineral rights covering reserves are
adequate to assure the basic legal right to extract the minerals, but may not
yet have obtained all governmental permits necessary to do so.
Unless otherwise indicated, all reserves shown are as of December 31,
1993.
ITEM 3. LEGAL PROCEEDINGS
USX is the subject of, or a party to, a number of pending or
threatened legal actions, contingencies and commitments related to the Marathon
Group, the U. S. Steel Group and the Delhi Group involving a variety of
matters, including laws and regulations relating to the environment. Certain
of these matters are discussed below. The ultimate resolution of these
contingencies could, individually or in the aggregate, be material to the
consolidated financial statements and/or to the financial statements of the
applicable group. However, management believes that USX will remain a viable
and competitive enterprise even though it is possible that these contingencies
could be resolved unfavorably.
USX LEGAL PROCEEDINGS ATTRIBUTABLE TO THE MARATHON GROUP
TEXAS CITY REFINERY LITIGATION
On October 30, 1987, there was a release of hydrofluoric acid ("HF")
at Marathon's Texas City refinery when a contractor-operated crane failed and
ruptured the HF tank. As a result, a number of lawsuits were filed against
Marathon and others for property damage and personal injury. During the third
quarter of 1993, Marathon agreed to settle with over 3,000 plaintiffs.
Aggregate litigation settlements with respect to these cases (some of which
have been agreed to but not finalized) are less than $14 million. Excluding
those cases with agreed settlements, there are less than 100 plaintiffs
remaining in the cases still pending. USX believes that a liability in excess
of the amount which had been provided for in this matter through December 31,
1993, is remote.
ENVIRONMENTAL PROCEEDINGS
The following is a summary of proceedings attributable to the Marathon
Group that were pending or contemplated as of December 31, 1993, under federal
and state environmental laws. Except as described herein, it is not possible
to accurately predict the ultimate outcome of these matters; however,
management's belief set forth in the first paragraph under "Item 3. LEGAL
PROCEEDINGS" above takes such matters into account.
Claims under the Comprehensive Environmental Response, Compensation,
and Liability Act ("CERCLA") and related state acts have been raised with
respect to the cleanup of various waste disposal and other sites. CERCLA is
intended to expedite the cleanup of hazardous substances without regard to
fault. Potentially responsible parties ("PRPs") for each site include present
and former owners and operators of, transporters to and generators of the
substances at the site. Liability is strict and can be joint and several.
Because of the ambiguity of the regulations, the difficulty of identifying the
responsible parties for any particular site,
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the complexity of determining the relative liability among them, the
uncertainty as to the most desirable remediation techniques and the amount of
damages and cleanup costs and the time period during which such costs may be
incurred, USX is unable to reasonably estimate its ultimate cost of compliance
with CERCLA.
At December 31, 1993, USX had been identified as a PRP at a total of
14 CERCLA sites related to the Marathon Group. Based on currently available
information, which is in many cases preliminary and incomplete, USX believes
that its liability for cleanup and remediation costs in connection with 13 of
these sites will be under $1 million per site and most will be under $100,000.
The other site is the MOTCO site near La Marque, TX, where Marathon was named
as a PRP in a complaint filed by the United States in 1986 concerning the
release of hazardous substances. In 1993, Marathon and other PRPs entered into
a comprehensive consent decree with the federal government covering both onsite
and offsite remediation, and superseding a 1987 partial consent decree. In
anticipation of the comprehensive consent decree, Marathon paid approximately
$1.8 million to the major PRP for the site, in exchange for that party's
assumption of Marathon's responsibility for onsite and offsite remediation and
indemnification of Marathon as to the remediation costs.
In addition, there are 22 sites related to the Marathon Group where
USX has received information requests or other indications that USX may be a
PRP under CERCLA but where sufficient information is not presently available to
confirm the existence of liability or make any judgment as to the amount
thereof.
There are also 49 additional sites, excluding retail marketing
outlets and the three RCRA sites mentioned below, related to the Marathon
Group where state governmental agencies or private parties are seeking
remediation under state environmental laws through discussions or litigation.
Based on currently available information, which is in many cases preliminary
and incomplete, the Marathon Group believes that its liability for cleanup and
remediation costs in connection with 26 of these sites will be under $100,000
per site, another 18 sites have potential costs between $100,000 and $1 million
per site and four sites may involve remediation costs between $1 million and
$5 million per site. There is one location which involves a remediation
program in cooperation with the Michigan Department of Natural Resources at a
closed and dismantled refinery site located near Muskegon, MI. The Marathon
Group anticipates spending between $8 million and $18 million over the next
10 to 20 years at this site.
Additionally, the Marathon Group is involved with a potential
corrective action at its Robinson, IL refinery where the remediation costs have
been estimated at between $4 million and $18 million over the next 20 to 30
years. There are two other corrective action sites where the Marathon Group
believes that its liability for cleanup and remediation costs will be under
$100,000 per site.
In January 1994, the U.S. Environmental Protection Agency ("EPA")
(Region 5, Chicago) served Marathon with a Complaint and Compliance Order for
Resource Conservation and Recovery Act ("RCRA") violations at the Robinson
refinery seeking a penalty of $298,990. The Complaint alleges that the
refinery violated RCRA for failure to properly characterize the waste water
from a truck rinse pad and to maintain records of such characterization and
failure to file a Class I permit modification and to implement the Contingency
Plan. Marathon has filed its Answer denying liability.
USX LEGAL PROCEEDINGS ATTRIBUTABLE TO THE U. S. STEEL GROUP
B&LE LITIGATION; MDL-587
On January 24, 1994, the U.S. Supreme Court denied a petition for Writ
of Certiorari by the Bessemer & Lake Erie Railroad ("B&LE") in the lower Lake
Erie Iron Ore Antitrust Litigation ("MDL-587"). As a result, the decision of
the U.S. Court of Appeals for the Third Circuit affirming judgments against the
B&LE of approximately $498 million, plus interest, relating to antitrust
violations by the B&LE was permitted to stand. In addition, the Third Circuit
decision remanded the claims of two plaintiffs for retrial of their damage
awards. At trial these plaintiffs asserted claims of approximately $8 million,
but were awarded only nominal damages by the jury. A new trial date has not
been set. Any damages awarded in a new trial may be more or less than $8
million and would be subject to trebling.
The B&LE was a wholly owned subsidiary of USX throughout the period
the conduct occurred. It is now a subsidiary of Transtar, Inc. ("Transtar") in
which USX has a 45% equity interest. These actions were excluded liabilities
in the sale of USX's transportation units in 1988, and USX is obligated to
reimburse Transtar for judgments paid by the B&LE.
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Following the Court of Appeals decision, USX, which had previously
accrued $90 million on a pre-tax basis for this litigation, charged an
additional amount of $619 million on a pre-tax basis against the results of the
U. S. Steel Group in the second quarter of 1993. In late 1993, USX and LTV
Steel Corp. ("LTV"), one of the Plaintiffs in MDL-587, agreed to settle all
LTV's claims in that action for $375 million. USX paid $200
million on December 29, 1993, and the balance on February 28, 1994. Claims
of three additional plaintiffs were also settled in December 1993.
These settlements resulted in a pre-tax credit of $127 million in the
fourth quarter financial results of the U. S. Steel Group. As a result of the
denial of the Petition for Writ of Certiorari, judgments for the other MDL-587
plaintiffs (other than the two remanded for retrial), totaling approximately
$190 million, including post-judgment interest, were paid in the first quarter
of 1994. Claims for legal fees and costs related to these actions, estimated
not to exceed $20 million, remain to to paid.
B&LE LITIGATION; ARMCO
In June 1990, following judgments entered on behalf of steel company
plaintiffs in MDL-587, Armco Steel filed federal antitrust claims against the
B&LE and other railroads in the Federal District Court for the District of
Columbia. B&LE successfully challenged the actions for lack of jurisdiction
and venue, and the case was transferred to the Federal District Court for the
Northern District of Ohio. Other defendant railroads settled with Armco,
leaving B&LE the only remaining defendant. On April 7, 1993, B&LE's motion to
dismiss the federal antitrust claims on grounds of statute of limitations was
granted. Subsequently, Armco refiled its claims under the Ohio Valentine Act.
B&LE's motions for summary judgment on time bar issues and for change of venue
to another Ohio county are pending, and not yet fully briefed. No discovery
has been taken on the merits of Armco's claims, but if Armco survives the
present and possibly further pre-trial motions and the case proceeds to trial
on the merits, Armco's claimed damages are likely to be substantial. Unlike
MDL-587, it is USX's position that the Armco case was not an excluded liability
in the sale of USX's transportation units to Transtar in 1988, and that USX
therefore is not obligated to reimburse Transtar for any judgments rendered in
the Armco case; however, this position is being disputed by Transtar and The
Blackstone Group, the ultimate owner of 52% of Transtar's outstanding shares.
FAIRFIELD AGREEMENT LITIGATION
On November 15, 1989, USX and two former officials of the USWA were
indicted by a federal grand jury in Birmingham, AL which alleged that USX
granted leaves of absence and pensions to the union officials with intent to
influence their approval, implementation and interpretation of the December 24,
1983, Fairfield agreement, a local labor agreement which resulted in
reopening USX's Fairfield Works. On July 10, 1990, USX and the union
officials were convicted. On September 27, 1990, the District Court imposed
a $4.1 million fine on USX and ordered restitution to the U. S. Steel and
Carnegie Pension Fund of approximately $300,000. USX believes the verdicts
were erroneous and has appealed the decision to the Court of Appeals for the
11th Circuit. The payment of the fine and the restitution have been stayed
pending the appeal. A former executive officer of USX who was also
subsequently indicted has pleaded not guilty and has not yet been tried. A
related civil action against USX, which was dismissed by the trial court, has
been appealed to the U. S. Court of Appeals for the 11th Circuit.
PICKERING LITIGATION
On November 3, 1992, the United States District Court for the District
of Utah Central Division issued a Memorandum Opinion and Order in PICKERING V.
USX relating to pension and compensation claims by approximately 1,900
employees of USX's former Geneva (UT) Works. Although the court dismissed a
number of the claims by the plaintiffs, it found that USX had violated the
Employee Retirement Income Security Act by interfering with the accrual of
pension benefits of certain employees and amending a benefit plan to reduce the
accrual of future benefits without proper notice to plan participants. Further
proceedings were held to determine damages and, pending the court's
determinations, USX may appeal. Plaintiffs' counsel has been reported as
estimating plaintiffs' recovery to be in excess of $100 million. USX believes
any such damages will likely be substantially less than the plaintiff's
estimate.
ENERGY BUYERS LITIGATION
On December 21, 1992, an arbitrator issued an award for approximately
$117 million, plus interest under Ohio law, against USX in ENERGY BUYERS
SERVICE CORPORATION V. USX CORPORATION, a case originally filed in the District
Court of Harris
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County, TX. Such amount was fully accrued as of December 31, 1992. On
December 15, 1993, USX agreed to settle all claims in the case for $95 million
and deferred payments of up to $9 million.
ALOHA STADIUM LITIGATION
A jury trial commenced in late June 1993, in a case filed in the
Circuit Court of the First Circuit of Hawaii by the State of Hawaii alleging,
among other things, that the weathering steel, including USS COR-TEN Steel,
which was incorporated into the Aloha Stadium was unsuitable for the purpose
used. The State sought damages of approximately $97 million for past and
future repair costs and also sought treble damages and punitive damages for
deceptive trade practices and fraud, respectively. On October 1, 1993, the
jury returned a verdict finding no liability on the part of U. S. Steel.
In January 1994, the State appealed the decision to the Supreme Court of Hawaii.
INLAND STEEL PATENT LITIGATION
In July 1991, Inland Steel Company ("Inland") filed an action against
USX and another domestic steel producer in the U. S. District Court for the
Northern District of Illinois, Eastern Division, alleging defendants had
infringed two of Inland's steel-related patents. Inland seeks monetary
damages of up to approximately $50 million and an injunction against future
infringement. USX in its answer and counterclaim alleges the patents are
invalid and not infringed and seeks a declaratory judgment to such effect. In
May 1993, a jury found USX to have infringed the patents. The District Court
has yet to rule on the validity of the patents. In July 1993, the U. S. Patent
Office rejected the claims of the two Inland patents upon a reexamination at
the request of USX and the other steel producer. A further request was
submitted by USX to the Patent Office in October 1993, presenting additional
questions as to patentability which was granted and consolidated for
consideration with the original request. Inland is entitled to a hearing
prior to the time that the decision of the Patent Office becomes final, and
any final decision by the Patent Office is subject to judicial appeal.
SECURITIES LITIGATION
In July 1993, a class action was filed in the U.S. District Court for
the Western District of Pennsylvania (FINKEL V. LEHMAN BROTHERS, ET AL.)
naming as defendants USX, Messrs. C.A. Corry, R.M. Hernandez and L.B. Jones,
officers of the Corporation, and the underwriters in a public offering of 10
million shares of Steel Stock completed on July 29, 1993. The complaint
alleges that the Corporation's prospectus and registration statement was false
and misleading with respect to the effect of unfairly traded imports on the
domestic steel industry and the then pending ITC proceedings and seeks as
damages the difference between the public offering price and the value of the
shares at the time the action was brought or the price at which shares were
disposed of prior to filing the suit. Two additional actions (SNYDER V. USX,
ET AL. AND ERENBERG V. USX, ET AL.) involving essentially the same issues were
filed in August 1993 in the same court and added Mr. T.J. Usher, also an
officer, as a defendant. In January 1994, USX filed a motion to dismiss these
cases, which have been consolidated. This motion has not yet been acted upon.
ENVIRONMENTAL PROCEEDINGS
The following is a summary of the proceedings attributable to the
U. S. Steel Group that were pending or contemplated as of December 31, 1993,
under federal and state environmental laws. Except as described herein, it is
not possible to accurately predict the ultimate outcome of these matters;
however, management's belief set forth in the first paragraph under "Item 3.
LEGAL PROCEEDINGS" above takes such matters into account.
Claims under CERCLA and related state acts have been raised with
respect to the cleanup of various waste disposal and other sites. CERCLA is
intended to expedite the cleanup of hazardous substances without regard to
fault. PRP's for each site include present and former owners and operators of,
transporters to and generators of the substances at the site. Liability is
strict and can be joint and several. Because of the ambiguity of the
regulations, the difficulty of identifying the responsible parties for any
particular site, the complexity of determining the relative liability among
them, the uncertainty as to the most desirable remediation techniques and the
amount of damages and cleanup costs and the time period during which such costs
may be incurred, USX is unable to reasonably estimate its ultimate cost of
compliance with CERCLA.
At December 31, 1993, USX had been identified as a PRP at a total of
41 CERCLA sites related to the U. S. Steel Group. Based on currently available
information, which is in many cases preliminary and incomplete, USX believes
that its liability for
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cleanup and remediation costs in connection with 34 of these sites will be
under $1 million per site and most will be under $100,000. At one site, U. S.
Steel's former Duluth, MN Works, USX had estimated spending approximately $3.3
million over the next three years. However, in September 1993, USX was
directed to develop alternative methods of remediation for this site, the cost
of which is presently unknown and indeterminable and, as a result, future costs
may be more or less than the $3.3 million previously estimated. At the
remaining six sites, USX has no reason to believe that its share in the
remaining cleanup costs at any single site will exceed $5 million, although it
is not possible to accurately predict the amount of USX's share in any final
allocation of such costs. Following is a summary of the status of the six
sites:
In 1988, USX and three other PRPs agreed to the issuance of an
administrative order by the EPA to undertake emergency removal work at
the Municipal & Industrial Disposal Co. site in Elizabeth, PA. The cost
of such removal, which has been completed, was approximately $3 million,
of which USX paid $2.5 million. The EPA has indicated that further
remediation of this site may be required in the future, but it has not
conducted any assessment or investigation to support what remediation
would be required. In October 1991, the Pennsylvania Department of
Environmental Resources ("PaDER") placed the site on the Pennsylvania
State Superfund list and began a Remedial Investigation and Feasibility
Study ("RI/FS") which is expected to be completed in late 1994. It is
not possible to estimate accurately the cost of any remediation or USX's
share in any final allocation formula; however, based on presently
available information, USX may have been responsible for approximately
70% of the waste material deposited at the site.
In 1989, a consent decree negotiated between the EPA and USX was entered
in the U.S. District Court of New Jersey requiring USX to undertake
remedial work at the Tabernacle Drum Dump site in Tabernacle, NJ. USX
has expended $2.5 million in completing the remedial design and in
constructing the treatment system. It is expected that the remaining
remedial work will cost approximately $1.0 million. Additionally, the
Department of Justice filed a complaint in 1990 against USX and a waste
disposal firm seeking recovery of $1.7 million expended by the EPA in
conducting a RI/FS for the site. USX has cross claimed against the waste
disposal firm, and its successor in ownership, which improperly disposed
of the waste material.
At the Arrowhead Refinery site in Hermantown, MN, USX is one of 17
defendants named in a complaint filed by the EPA in 1989. The agency is
seeking to recover over $4 million in past costs and a declaratory
judgment as to all future costs that may be expended by the government at
this site. The Record of Decision issued by the EPA in 1986 selected a
remediation plan which was projected by the agency in 1990 to cost over
$60 million. In response to a unilateral administrative order issued by
the EPA in March 1990, USX and 28 other PRPs are implementing the
groundwater remedial phase of the site remediation, which is expected to
cost a total of $2 million. The EPA issued a further administrative
order in May 1991, to USX and 150 other PRPs mandating remediation of the
site sludge material. However, in response to treatability studies
performed by USX and thirty other PRPs, the EPA amended the Record of
Decision on February 9, 1994, to allow a more cost effective remediation
of the site's sludge material and contaminated soils to be implemented.
The remediation costs under the revised remedy will be under $25 million.
Subject to completing the ongoing negotiations for a global settlement
involving all PRPs, the EPA has agreed to forgive its past costs and
implement a component of the site remediation. The EPA's contribution
towards the necessary site expenditures would be over 30%. Additionally,
an allocation consultant submitted its final report on January 14, 1994,
with the approval of the court in an attempt to determine each PRP's
share of the waste disposed of at the site. Based upon this report, USX
should be responsible for no more than 3% of the site costs. However,
this percentage may increase slightly due to the inability of some PRPs
to contribute financially towards the site remediation.
USX participated with thirty-five other PRPs in performing removal work
at the Ekotek/Petrochem site in Salt Lake City, UT under the terms of a
1991 administrative order negotiated with the EPA. The removal work was
completed in 1992 at a cost of over $9 million. In July 1992, the PRP
Remediation Committee negotiated an administrative order on consent to
perform a RI/FS of the site. It is expected the RI/FS will be completed
by the end of 1994. USX has contributed approximately $550,000 through
1993 towards completing the removal work and performing the RI/FS. USX's
proportionate share of costs presently being used by the PRP Remediation
Committee is approximately 5% of the participating PRPs, but a final
determination has not yet been made and it is expected that the
percentage may decrease as a result of the participation of additional
PRPs. The PRP Remediation Committee is attempting to involve
non-participating PRPs in financing all the site response work.
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USX owns about 51% of the common stock of RMI Titanium Company ("RMI")
which has been identified as a PRP (together with 31 other companies) at
the Fields Brook Superfund site in Ashtabula, OH. In 1986, the EPA
estimated the cost of remediation at $48 million, although the actual
costs may be significantly more or less depending on a variety of
factors. RMI and twelve other PRPs are conducting a study at an
estimated cost of $16.5 million. The thirteen PRPs have agreed to
non-binding arbitration to allocate the cost of complying with the order
to do the study. It is not possible to determine accurately RMI's share
in any final allocation formula with respect to the study or the cleanup;
however, on the basis of its current knowledge, RMI believes its share of
the ultimate costs will be in the range of 5% to 11%.
The Buckeye Reclamation Landfill, near St. Clairsville, OH, has been used
at various times as a disposal site for coal mine refuse and municipal
and industrial waste. USX is one of fifteen PRPs that have indicated a
willingness to enter into an agreed order with the EPA to perform a
remediation of the site. Until there is a final determination of each
PRP's proportionate share at the site, USX has agreed to accept a share
of 9.26% under an interim allocation agreement among all fifteen PRPs.
Since 1992, USX has spent approximately $250,000 at the site, primarily
on remedial design work estimated to total $2.5 million. Implementation
of the remedial design plan, resulting in a long-term cleanup of the
site, is expected to cost approximately $21.5 million.
In addition, there are 28 sites related to the U. S. Steel Group where
USX has received information requests or other indications that USX may be a
PRP under CERCLA but where sufficient information is not presently available to
confirm the existence of liability or make any judgment as to the amount
thereof.
There are also nine additional sites, excluding the RCRA site mentioned
below, related to the U. S. Steel Group where state governmental agencies or
private parties are seeking remediation under state environmental laws
through discussions or litigation. Based on currently available
information, which is in many cases preliminary and ,incomplete, the U. S.
Steel Group believes that its liability for cleanup and remediation costs
in connection with two of these sites will be under $100,000 per site,
another two sites have potential costs between $100,000 and $1 million per
site and one site may involve remediation costs between $1 million and
$5 million. The U. S. Steel Group is currently unable to classify the
potential costs associated with remediation at four of the sites.
Additionally, the U. S. Steel Group has commenced a RCRA Facility
Investigation and a Corrective Measure Study at its Fairless Works. This study
is expected to take three years to complete at a cost of $2 million to
$3 million. The cost associated with any remediation which may ultimately
be required is not presently reasonably estimable.
The following cases are also pending:
In 1987, USX and the PaDER entered into a consent order to resolve an
incident in January 1985 involving the alleged unauthorized discharge of
benzene and other organic pollutants from U. S. Steel's Clairton Works in
Clairton, PA. That consent order required USX to pay a penalty of $50,000 and
a monthly payment of $2,500 for five years. In 1990, USX and the PaDER reached
agreement to amend the consent order. Under the amended order, USX has agreed
to continue paying the prior $2,500 monthly penalty until February 1997; to
clean up and close a former coke plant waste disposal site over a period of 15
years; to pay a penalty of $300,000; and to pay a monthly penalty of up to
$1,500 each month until the former disposal site is closed. A study is
underway to determine clean up and closure requirements.
In 1988, the United States filed an action in the United States
District Court, Northern District of Indiana, for alleged violations of its
National Pollutant Discharge Elimination System ("NPDES") permit effluent
limitations and proposed including U. S. Steel's Gary Works on the EPA's List
of Violating Facilities under Section 508 of the Clean Water Act based upon the
EPA's allegations of continuing or recurring non-compliance with clean water
standards at the facility. A consent decree signed by USX and approved by the
court in 1990 requires USX to pay a civil penalty of $1.6 million, to study and
implement a program to remediate the sediment in a portion of the Grand Calumet
River and to comply with specified wastewater control requirements entailing up
to $25 million for new control equipment. In addition, the EPA withdrew the
proposal to include Gary Works on the List of Violating Facilities. A proposed
sediment remediation plan was submitted to the EPA in February 1993, which is
estimated to cost approximately $29 million. USX and the EPA are currently
negotiating the terms under which the sediment remediation plan will be
implemented.
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In 1990, USX received a Notice of Violation issued by IDEM alleging the
violation of regulations concerning hazardous wastes at U. S. Steel's Gary
Works. The proposed Agreed Order included with the Notice of Violation
provided for a civil penalty of $145,000. After several unsuccessful
discussions with the agency in an attempt to resolve the issues raised in the
Notice of Violation, including the amount of any penalty, the agency issued an
Order assessing a civil penalty of $180,225. USX filed an appeal of the Order.
USX and the agency are pursuing settlement discussions.
In 1991, the Department of Justice filed an action against USX in the
U.S. District Court for the Western District of Pennsylvania alleging that
USX used process waste water to quench coke at U. S. Steel's Clairton Works on
381 occasions and had vented unburned coke oven gas into the atmosphere on 13
occasions. The complaint requested that USX be enjoined from operating the
coke batteries in violation of the CAA and related state and local laws and to
install appropriate pollution control equipment. The action sought civil
penalties at the maximum statutory rate of $25,000 per day of violation from
December 1, 1985. An agreement on the final consent decree was reached in late
1992 and the proposed consent decree was filed with the court on February 18,
1993. The consent decree was approved and entered by the court on June 24,
1993, and USX paid civil penalties of $1.8 million on July 1, 1993.
In January 1992, USX commenced negotiations with the EPA regarding
the terms of an administrative order on consent, pursuant to the RCRA, under
which USX would perform a RCRA Facility Investigation ("RFI") and a Corrective
Measure Study ("CMS") at USX's Fairless Works. USX commenced the RFI/CMS
during 1993, which will require over three years to complete at an approximate
cost ranging from $2-3 million. The RFI/CMS will determine whether there is a
need for, and the scope of, any remedial activities at Fairless Works.
In January 1992, the EPA filed an Administrative Complaint against
USX's Gary Works alleging violations of the regulations governing releases from
underground storage tanks. On July 30, 1993, a Consent Agreement and Final
Order was signed by USX and the EPA in resolution of the Administrative
Complaint. USX is required to perform additional assessment work and
complete any soil and groundwater contamination indicated by the
assessments. USX also paid a civil penalty in the amount of $164,550.
On October 9, 1992, the EPA filed a complaint against RMI alleging
certain RCRA violations at RMI's closed sodium plant in Ashtabula, OH. The
EPA's determination is based on information gathered during inspections of the
facility in 1991. Under the complaint, the EPA proposed to assess a civil
penalty of approximately $1.4 million for alleged failure to comply with RCRA.
RMI is contesting the complaint. It is RMI's position that it has complied
with the provisions of RCRA and that the EPA's assessment of penalties is
inappropriate. A formal hearing has been requested and informal discussions
with the EPA to settle this matter are ongoing. Based on the preliminary
nature of the proceedings, RMI is currently unable to determine the ultimate
liability, if any, that may arise from this matter.
On January 17, 1992, USX filed an appeal with the Pennsylvania
Environmental Hearing Board contesting the issuance of a NPDES permit for the
Taylor Landfill in West Mifflin, PA. On June 23, 1993, the Board approved a
Consent Order and Adjudication between USX and the PaDER resolving issues
raised by USX in its appeal. The agreement provides USX with a compliance
schedule to install water pollution control equipment. In addition, USX agreed
to pay a total civil penalty of $300,000 in annual payments of $100,000. USX
paid the first payment in June 1993.
USX LEGAL PROCEEDINGS ATTRIBUTABLE TO THE DELHI GROUP
SWEPCO LITIGATION
On January 26, 1994, a settlement agreement was executed between
Delhi and Southwestern Electric Power Company ("SWEPCO"), resolving litigation
which began in 1991 related to a 15-year natural gas purchase contract
("original contract") which was due to expire in April 1995. The settlement
agreement provides that SWEPCO pay Delhi the price under the original contract
through January 1994. Concurrent with execution of the settlement agreement,
Delhi executed a new four-year agreement with SWEPCO enabling Delhi to supply
increased volumes of gas to two SWEPCO power plants in East Texas at market
sensitive prices and premiums commensurate with the level of service provided.
The agreement provides for swing service and does not require any minimum gas
purchase volumes. The Delhi Group's operating income and cash flow will be
adversely affected by the amount of premiums lost under the original contract
for the period February 1, 1994, through April 1, 1995. Broad estimates of the
potential premium losses are $18 million and $4 million in 1994 and 1995,
respectively.
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ENSERCH LITIGATION
Delhi is also a defendant in ENSERCH EXPLORATION, INC., AND EP
OPERATING COMPANY V. DELHI GAS PIPELINE CORPORATION, which was filed in the
193rd District Court in Dallas County, TX, in July 1990. This lawsuit involves
a take-or-pay claim against Delhi under a contract which provided Delhi the
right to suspend the contract if it was uneconomic to purchase gas thereunder.
The plaintiffs seek unspecified damages for breach of the contract, as well as
a declaratory judgment as to the rights and obligations of the parties under
the contract. A summary judgment previously granted by the trial court in
Delhi's favor was reversed upon appeal. The trial date has been set for August
1, 1994, and the case is currently in the discovery phase.
ENVIRONMENTAL REGULATION
Delhi is subject to federal, state and local laws and regulations
relating to the environment. Based on procedures currently in place, including
routine reviews of existing and proposed environmental laws and regulations and
unannounced environmental inspections performed periodically at company
facilities, and the associated expenditures for environmental controls, Delhi
believes that its facilities and operations are in general compliance with
environmental laws and regulations. However, because some of these
requirements presently are not fixed, Delhi is unable to accurately predict the
eventual cost of compliance.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
49
51
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
The principal market on which Marathon Stock, Steel Stock and Delhi
Stock are traded is the New York Stock Exchange. Information concerning the
high and low sales prices for the common stocks as reported in the consolidated
transaction reporting system and the frequency and amount of dividends paid
during the last two years is set forth in "Consolidated Financial Statements
and Supplementary Data - Selected Quarterly Financial Data (Unaudited)".
As of February 28, 1994, there were 116,979 registered holders of
Marathon Stock, 83,297 registered holders of Steel Stock and 124 registered
holders of Delhi Stock.
The Board of Directors intends to declare and pay dividends on Marathon
Stock, Steel Stock and Delhi Stock based on the financial condition and results
of operations of the Marathon Group, the U. S. Steel Group and the Delhi Group,
respectively, although it has no obligation under Delaware law to do so. In
determining its dividend policy with respect to Marathon Stock, Steel Stock and
Delhi Stock, the Board will rely on the separate financial statements of the
Marathon Group, the U. S. Steel Group and the Delhi Group, respectively. The
method of calculating earnings per share for Marathon Stock, Steel Stock and
Delhi Stock reflects the Board's intent that separately reported earnings and
the surplus of the Marathon Group, the U. S. Steel Group and the Delhi Group,
as determined consistent with the Certificate of Incorporation, are available
for payment of dividends to the respective classes of stock, although legally
available funds and liquidation preferences of these classes of stock do not
necessarily correspond with these amounts. Dividends on Marathon Stock, Steel
Stock and Delhi Stock are limited to legally available funds of USX, which are
determined on the basis of the entire Corporation. Distributions on Marathon
Stock, Steel Stock and Delhi Stock would be precluded by a failure to pay
dividends on preferred stock of USX. In addition, net losses of any group, as
well as dividends or distributions on any class of USX common stock or series
of preferred stock and repurchases of any class of USX common stock or certain
series of preferred stock, will reduce the funds of USX legally available for
payment of dividends on the three classes of USX common stock as well as any
preferred stock.
Dividends on Steel Stock are further limited to the Available Steel
Dividend Amount. Net losses of the Marathon Group and the Delhi Group and
distributions on Marathon Stock, Delhi Stock and on any preferred stock
attributed to the Marathon Group or the Delhi Group will not reduce the funds
available for declaration and payment of dividends on Steel Stock unless the
legally available funds of USX are less than the Available Steel Dividend
Amount. Dividends on Delhi Stock are further limited to the Available Delhi
Dividend Amount. Net losses of the Marathon Group and the U. S. Steel Group
and distributions on Marathon Stock, Steel Stock and on any preferred stock
attributed to the Marathon Group or the U. S. Steel Group will not reduce the
funds available for declaration and payment of dividends on Delhi Stock unless
the legally available funds of USX are less than the Available Delhi Dividend
Amount. See "Financial Statements and Supplementary Data - Notes to
Consolidated Financial Statements - 21. Dividends".
The Board has adopted certain policies with respect to the Marathon
Group, the U. S. Steel Group and the Delhi Group, including, without
limitation, the intention to: (i) limit capital expenditures of the U. S. Steel
Group over the long term to an amount equal to the internally generated cash
flow of the U. S. Steel Group, including funds generated by sales of assets of
the U. S. Steel Group, (ii) sell assets and provide services between any of the
Marathon Group, the U. S. Steel Group and the Delhi Group only on an
arm's-length basis and (iii) treat funds generated by sales of Marathon Stock,
Steel Stock or Delhi Stock (except for sales of Delhi Stock deemed to represent
the Retained Interest) and securities convertible into such stock as assets of
the Marathon Group, the U. S. Steel Group, or the Delhi Group, as the case may
be, and apply such funds to acquire assets or reduce liabilities of the
Marathon Group, the U. S. Steel Group or the Delhi Group, respectively. These
policies may be modified or rescinded by action of the Board, or the Board may
adopt additional policies, without the approval of holders of the three classes
of USX common stock, although the Board has no present intention to do so.
50
52
FIDUCIARY DUTIES OF THE BOARD; RESOLUTION OF CONFLICTS
Under Delaware law, the Board must act with due care and in the best
interest of all the stockholders, including the holders of the shares of each
class of USX common stock. The interests of the holders of any class of USX
common stock may, under some circumstances, diverge or appear to diverge.
Examples include the determination of whether shares of Delhi Stock offered for
sale will be deemed to represent either part of the Retained Interest or an
additional equity interest in the Delhi Group; the optional exchange of Steel
Stock for Marathon Stock at the 10% premium or of Delhi Stock for Marathon
Stock or Steel Stock at the 10% premium or 15% premium, as the case may be, the
determination of the record date of any such exchange or for the redemption of
any Steel Stock or Delhi Stock; the establishing of the date for public
announcement of the liquidation of USX and the commitment of capital among the
Marathon Group, the U. S. Steel Group and the Delhi Group.
Because the Board owes an equal duty to all common stockholders
regardless of class, the Board is the appropriate body to deal with these
matters. In order to assist the Board in this regard, USX has formulated
policies to serve as guidelines for the resolution of matters involving a
conflict or a potential conflict, including policies dealing with the payment
of dividends, limiting capital investment in the U. S. Steel Group over the
long term to its internally generated cash flow and allocation of corporate
expenses and other matters. The Board has been advised concerning the
applicable law relating to the discharge of its fiduciary duties to the common
stockholders in the context of the separate classes of USX common stock and has
delegated to the Audit Committee of the Board the responsibility to review
matters which relate to this subject and report to the Board. While the
classes of USX common stock may give rise to an increased potential for
conflicts of interest, established rules of Delaware law would apply to the
resolution of any such conflicts. Under Delaware law, a good faith
determination by a disinterested and adequately informed Board with respect to
any such matter would be a defense to any claim of liability made on behalf of
the holders of any class of USX common stock. USX is aware of no precedent
concerning the manner in which such rules of Delaware law would be applied in
the context of its capital structure.
51
53
ITEM 6. SELECTED FINANCIAL DATA
USX -- CONSOLIDATED
DOLLARS IN MILLIONS (EXCEPT AS NOTED)
-------------------------------------
1993 1992 1991 1990 1989
---- ---- ---- ---- ----
INCOME STATEMENT DATA:
Sales . . . . . . . . . . . . . . . . . . . . . $18,064 $17,813 $18,825 $20,659 $18,717
Operating income (loss) . . . . . . . . . . . 56 70 (259) 1,556 1,570
Operating income includes:
B&LE litigation charge . . . . . . . . . . . 342 -- -- -- --
Inventory market valuation charges (credits) 241 (62) 260 (140) (145)
Restructuring charges . . . . . . . . . . . 42 125 426 -- --
Total income (loss) before cumulative effect
of changes in accounting principles . . . . . (167) (160) (578) 818 965
Net income (loss) . . . . . . . . . . . . . . . $ (259) $(1,826) $ (578) $ 818 $ 965
Dividends on preferred stock . . . . . . . . . (27) (9) (9) (18) (58)
------- ------- ------- ------- -------
Net income (loss) applicable to
common stocks . . . . . . . . . . . . . . . $ (286) $(1,835) $ (587) $ 800 $ 907
- - ----------------------------------------------------------------------------------------------------------------
COMMON SHARE DATA
MARATHON STOCK:
Total income (loss) before cumulative effect
of changes in accounting principles
applicable to Marathon Stock . . . . . . . . $ (12) $ 103 $ (78) $ 494 $ 384
Per share (a)--primary (in dollars) . . . . . . (.04) .37 (.31) 1.94 1.49
--fully diluted (in dollars) . . . . . . . . (.04) .37 (.31) 1.92 1.49
Net income (loss) applicable to
Marathon Stock . . . . . . . . . . . . . . . (35) (228) (78) 494 384
Per Share (a)--primary (in dollars) . . . . . . (.12) (.80) (.31) 1.94 1.49
--fully diluted (in dollars) . . . . . . . . (.12) (.80) (.31) 1.92 1.49
Dividends paid (b) (in dollars) . . . . . . . . .68 1.22 1.31 1.22 1.22
Book value (in dollars) . . . . . . . . . . . . 10.58 11.37 12.45 13.92 13.25
STEEL STOCK:
Total income (loss) before cumulative
effect of changes in accounting
principles applicable to Steel Stock $ (190) $ (274) $ (509) $ 306 $ 523
Per share (a)--primary (in dollars) . . . . . . (2.96) (4.92) (10.00) 6.00 10.17
--fully diluted (in dollars) . . . . . . . . (2.96) (4.92) (10.00) 5.83 9.93
Net income (loss) applicable to Steel Stock (259) (1,609) (509) 306 523
Per share (a)--primary (in dollars) . . . . . . (4.04) (28.85) (10.00) 6.00 10.17
--fully diluted (in dollars) . . . . . . . . (4.04) (28.85) (10.00) 5.83 9.93
Dividends paid (b) (in dollars) . . . . . . . . 1.00 1.00 .94 .88 .88
Book value (in dollars) . . . . . . . . . . . . 8.32 3.72 32.68 43.59 38.50
(Footnotes presented on the following page.)
52
54
SELECTED FINANCIAL DATA (CONTD.)
USX -- CONSOLIDATED (CONTD.)
DOLLARS IN MILLIONS (EXCEPT AS NOTED)
-------------------------------------
1993 1992 1991 1990 1989
---- ---- ---- ---- ----
DELHI STOCK OUTSTANDING SINCE OCTOBER 2, 1992:
Net income applicable to outstanding
Delhi Stock . . . . . . . . . . . . . . . . . . $ 8 $ 2
Per common share--primary and fully diluted
(in dollars) . . . . . . . . . . . . . . . . . . .86 .22
Dividends paid (in dollars) . . . . . . . . . . . . .20 .05
Book value (in dollars) . . . . . . . . . . . . . . 14.50 13.83
- - -----------------------------------
(a) For purposes of computing Marathon Stock per share data for periods prior
to May 7, 1991, the numbers of shares are assumed to be the same as the
corresponding numbers of shares of USX common stock. For computing Steel
Stock per share data for periods prior to May 7, 1991, the number of
shares are assumed to be one-fifth of the corresponding number of shares
of USX common stock.
(b) The initial dividends on the Marathon Stock and Steel Stock were paid on
September 10, 1991; dividends paid prior to that date on the common stock
were attributed to the Marathon Group and the U. S. Steel Group based
upon the relationship of the initial dividends on the Marathon Stock and
the Steel Stock.
BALANCE SHEET DATA--DECEMBER 31:
Capital expenditures--for year . . . . . . . $ 1,151 $ 1,505 $ 1,392 $ 1,391 $ 1,429
Total assets . . . . . . . . . . . . . . . . 17,374 17,252 17,039 17,268 17,500
Capitalization:
Notes payable . . . . . . . . . . . . . . $ 1 $ 47 $ 79 $ 138 $ 16
Total long-term debt . . . . . . . . . . . 5,923 6,302 6,438 5,527 5,875
Total proceeds from production
agreements . . . . . . . . . . . . . . . -- -- 17 142 327
Minority interest . . . . . . . . . . . . 5 16 37 67 --
Preferred stock . . . . . . . . . . . . . 112 105 105 108 382
Common stockholders' equity . . . . . . . . 3,752 3,604 4,882 5,761 5,355
-------- ------- ------- ------- -------
Total capitalization . . . . . . . . . . . $ 9,793 $10,074 $11,558 $11,743 $11,955
======== ======= ======= ======= =======
Ratio of earnings to fixed charges . . . . . . (a) (a) (a) 2.80 2.57
Ratio of earnings to combined fixed
charges and preferred stock dividends (b) (b) (b) 2.69 2.33
- - --------------------------------------
(a) Earnings did not cover fixed charges by $281 million in 1993, $197 million
in 1992 and $681 million in 1991.
(b) Earnings did not cover combined fixed charges and preferred stock
dividends by $325 million in 1993, $211 million in 1992 and $696 million
in 1991.
53
55
SELECTED FINANCIAL DATA (CONTD.)
USX -- MARATHON GROUP
DOLLARS IN MILLIONS (EXCEPT AS NOTED)
-------------------------------------
1993 1992 1991 1990 1989
---- ---- ---- ---- ----
INCOME STATEMENT DATA:
Sales . . . . . . . . . . . . . . . . . . . . . $11,962 $12,782 $13,975 $14,616 $12,264
Operating income . . . . . . . . . . . . . . . 169 304 358 1,081 930
Operating income includes:
Inventory market valuation charges (credits) 241 (62) 260 (140) (145)
Restructuring charges . . . . . . . . . . . -- 115 24 -- --
Total income (loss) before cumulative effect
of changes in accounting principles . . . . . (6) 109 (71) 508 425
Net income (loss) . . . . . . . . . . . . . . . $ (29) $ (222) $ (71) $ 508 $ 425
Dividends on preferred stock . . . . . . . . . (6) (6) (7) (14) (41)
------- -------- -------- -------- --------
Net income (loss) applicable to Marathon
Stock . . . . . . . . . . . . . . . . . . . . $ (35) $ (228) $ (78) $ 494 $ 384
- - ----------------------------------------------------------------------------------------------------------------------
PER COMMON SHARE DATA (IN DOLLARS) (a)
Total income (loss) before cumulative effect
of changes in accounting principles
-- primary . . . . . . . . . . . . . . . . . $ (.04) $ .37 $ (.31) $ 1.94 $ 1.49
-- fully diluted . . . . . . . . . . . . . . (.04) .37 (.31) 1.92 1.49
Net income (loss)--primary . . . . . . . . . . (.12) (.80) (.31) 1.94 1.49
--fully diluted . . . . . . . . . . . . . . (.12) (.80) (.31) 1.92 1.49
Dividends paid (b) . . . . . . . . . . . . . . .68 1.22 1.31 1.22 1.22
Book value . . . . . . . . . . . . . . . . . . 10.58 11.37 12.45 13.92 13.25
- - ----------------------------------------------------------------------------------------------------------------------
BALANCE SHEET DATA--DECEMBER 31:
Capital expenditures--for year . . . . . . . . $ 910 $ 1,193 $ 960 $ 1,000 $ 1,032
Total assets . . . . . . . . . . . . . . . . . 10,806 11,141 11,644 11,931 12,622
Capitalization:
Notes payable . . . . . . . . . . . . . . . $ 1 $ 31 $ 56 $ 106 $ 12
Total long-term debt . . . . . . . . . . . . 4,262 3,945 4,419 4,059 4,435
Total proceeds from production
agreements . . . . . . . . . . . . . . . . -- -- 17 142 327
Preferred stock . . . . . . . . . . . . . . 78 78 80 83 295
Common stockholders' equity . . . . . . . . 3,032 3,257 3,215 3,542 3,387
-------- -------- -------- -------- --------
Total capitalization . . . . . . . . . . . . $ 7,373 $ 7,311 $ 7,787 $ 7,932 $ 8,456
======== ======== ======== ======== ========
- - ----------------------------
(a) For purposes of computing Marathon Stock per share data for periods prior
to May 7, 1991, the numbers of shares are assumed to be the same as the
corresponding numbers of shares of USX common stock.
(b) The initial dividends on the Marathon Stock were paid on September 10,
1991; dividends paid prior to that date on the common stock were
attributed to the Marathon Group based upon the relation of the initial
dividends on the Marathon Stock and the Steel Stock.
54
56
SELECTED FINANCIAL DATA (CONTD.)
USX -- U. S. STEEL GROUP
DOLLARS IN MILLIONS (EXCEPT AS NOTED)
-------------------------------------
1993 1992 1991 1990 1989
---- ---- ---- ---- ----
INCOME STATEMENT DATA:
Sales . . . . . . . . . . . . . . . . . $5,612 $ 4,919 $ 4,864 $6,073 $6,509
Operating income (loss) . . . . . . . (149) (241) (617) 475 640
Operating income includes:
B&LE litigation charge . . . . . . . 342 -- -- -- --
Restructuring charges . . . . . . . 42 10 402 -- --
Total income (loss) before cumulative effect
of changes in accounting principles. . (169) (271) (507) 310 540
Net income (loss) . . . . . . . . . . . $ (238) $(1,606) $ (507) $ 310 $ 540
Dividends on preferred stock . . . . . (21) (3) (2) (4) (17)
------ ------- ------- ------ ------
Net income (loss) applicable to Steel Stock $ (259) $(1,609) $ (509) $ 306 $ 523
- - ---------------------------------------------------------------------------------------------------------------
PER COMMON SHARE DATA (IN DOLLARS) (a)
Total income (loss) before cumulative effect
of changes in accounting principles
--primary . . . . . . . . . . . . . $(2.96) $ (4.92) $(10.00) $ 6.00 $10.17
--fully diluted . . . . . . . . . . (2.96) (4.92) (10.00) 5.83 9.93
Net income (loss)--primary . . . . . . (4.04) (28.85) (10.00) 6.00 10.17
--fully diluted . . . . . . . . . . (4.04) (28.85) (10.00) 5.83 9.93
Dividends paid (b) . . . . . . . . . . 1.00 1.00 .94 .88 .88
Book value . . . . . . . . . . . . . . 8.32 3.72 32.68 43.59 38.50
- - ---------------------------------------------------------------------------------------------------------------
BALANCE SHEET DATA--DECEMBER 31:
Capital expenditures--for year . . . . $ 198 $ 298 $ 432 $ 391 $ 397
Total assets . . . . . . . . . . . . . 6,616 6,251 5,627 5,582 5,499
Capitalization:
Notes payable . . . . . . . . . . . $ -- $ 15 $ 23 $ 32 $ 4
Total long-term debt . . . . . . . . 1,551 2,259 2,019 1,468 1,440
Minority interest . . . . . . . . . 5 16 37 67 --
Preferred stock . . . . . . . . . . 32 25 25 25 87
Common stockholders' equity . . . . 585 222 1,667 2,219 1,968
------ ------- ------- ------ ------
Total capitalization . . . . . . . . $2,173 $ 2,537 $ 3,771 $3,811 $3,499
====== ======= ======= ====== ======
- - --------------------
(a) For purposes of computing Steel Stock per share data for periods prior to
May 7, 1991, the numbers of shares are assumed to be one-fifth of the
corresponding numbers of shares of USX common stock.
(b) The initial dividends on the Steel Stock were paid on September 10, 1991;
dividends paid prior to that date on the common stock were attributed to
the U. S. Steel Group based upon the relationship of the initial
dividends on the Steel Stock and the Marathon Stock.
55
57
SELECTED FINANCIAL DATA (CONTD.)
USX -- DELHI GROUP (a)
DOLLARS IN MILLIONS (EXCEPT AS NOTED)
-------------------------------------
1993 1992 1991 1990 1989
---- ---- ---- ---- ----
INCOME STATEMENT DATA:
Sales (b) . . . . . . . . . . . . . . . $534.8 $ 457.8 $ 423.2 $ 405.2 $ 592.3
Operating income (b) . . . . . . . . . 35.6 32.6 31.0 25.1 177.1
Total income before cumulative
effect of change in accounting principle 12.2 18.6 7.2 15.2 118.2
Net income . . . . . . . . . . . . . . 12.2 36.5 7.2 15.2 118.2
Dividends on preferred stock . . . . . (.1)
Net income applicable to the Retained Interest (4.3)
--------
Net income applicable to Delhi Stock . 7.8
- - ------------------------------------------------------------------------------------------------------------
(IN DOLLARS)
PER COMMON SHARE DATA SINCE OCTOBER 2, 1992
Net income--primary and fully diluted . $ .86 $ .22
Dividends paid . . . . . . . . . . . . .20 .05
Book value . . . . . . . . . . . . . . 14.50 13.83
- - ------------------------------------------------------------------------------------------------------------
PRO FORMA INCOME DATA
Total income before cumulative effect
of change in accounting principle . $ 13.8 $ 1.0
Total income before the cumulative
effect of the change in accounting
principle applicable to outstanding
Delhi Stock . . . . . . . . . . . . 8.8 .5
Per common share--primary (in dollars) .98 .06
- - ------------------------------------------------------------------------------------------------------------
BALANCE SHEET DATA--DECEMBER 31:
Capital expenditures--for year . . . . $ 42.6 $ 26.6 $ 18.6 $ 15.3 $ 10.0
Total assets . . . . . . . . . . . . . 580.4 564.5 583.8 678.9 711.2
Capitalization:
Notes payable . . . . . . . . . . . $ -- $ .7
Total long-term debt . . . . . . . . 109.6 97.6
Preferred stock . . . . . . . . . . 2.5 2.5
Common stockholders' equity . . . . 203.0 193.6
------- -------
Total capitalization . . . . . . . . $315.1 $ 294.4
======= =======
- - ---------------------
(a) The Delhi Group was established on October 2, 1992. The financial data
for the periods prior to this date include the businesses of the Delhi
Group, which were included in the Marathon Group. Pro forma income data
reflect results as if the capital structure of the Delhi Group was in
effect beginning January 1, 1991.
(b) Includes $145.0 million in 1989 for the favorable settlement of three
lawsuits related to gas sales contracts.
56
58
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Indexes to Financial Statements, Supplementary Data and Management's
Discussion and Analysis of USX Consolidated, the Marathon Group, the U. S.
Steel Group and the Delhi Group, are presented on pages U-1, M-1, S-1 and D-1,
respectively.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Indexes to Financial Statements, Supplementary Data and Management's
Discussion and Analysis for USX Consolidated, the Marathon Group, the U. S.
Steel Group and the Delhi Group, are presented on pages U-1, M-1, S-1 and D-1,
respectively.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
57
59
THIS PAGE IS INTENTIONALLY LEFT BLANK
58
60
USX
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS, SUPPLEMENTARY DATA
AND MANAGEMENT'S DISCUSSION AND ANALYSIS
PAGE
----
Explanatory Note Regarding Financial Information. . . . . . . . . . . . . . . . . . . . . . U-2
Management's Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . U-3
Audited Consolidated Financial Statements:
Report of Independent Accountants. . . . . . . . . . . . . . . . . . . . . . . . . . . . U-3
Consolidated Statement of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . U-4
Consolidated Balance Sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . U-6
Consolidated Statement of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . U-7
Consolidated Statement of Stockholders' Equity . . . . . . . . . . . . . . . . . . . . . U-8
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . U-10
Selected Quarterly Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . U-27
Principal Unconsolidated Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . U-28
Supplementary Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . U-28
Five-Year Operating Summary -- Marathon Group . . . . . . . . . . . . . . . . . . . . . . . U-33
Five-Year Operating Summary -- U. S. Steel Group . . . . . . . . . . . . . . . . . . . . . U-34
Five-Year Operating Summary -- Delhi Group . . . . . . . . . . . . . . . . . . . . . . . . U-35
Management's Discussion and Analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . U-36
U-1
61
USX
EXPLANATORY NOTE REGARDING FINANCIAL INFORMATION
Although the financial statements of the Marathon Group, the U.
S. Steel Group and the Delhi Group separately report the
assets, liabilities (including contingent liabilities) and
stockholders' equity of USX attributed to each such group, such
attribution does not affect legal title to such assets and
responsibility for such liabilities. Holders of USX-Marathon
Group Common Stock, USX-U.S. Steel Group Common Stock and
USX-Delhi Group Common Stock are holders of common stock of USX
and continue to be subject to all the risks associated with an
investment in USX and all of its businesses and liabilities.
Financial impacts arising from any of the Marathon Group, the
U.S. Steel Group or the Delhi Group which affect the overall
cost of USX's capital could affect the results of operations
and financial condition of all groups. In addition, net losses
of any group, as well as dividends or distributions on any
class of USX common stock or series of Preferred Stock and
repurchases of any class of USX common stock or certain series
of Preferred Stock, will reduce the funds of USX legally
available for payment of dividends on all classes of USX common
stock.
U-2
62
Management's Report
The accompanying consolidated financial statements of USX
Corporation and Subsidiary Companies (USX) are the
responsibility of and have been prepared by USX in conformity
with generally accepted accounting principles. They necessarily
include some amounts that are based on best judgments and
estimates. The consolidated financial information displayed in
other sections of this report is consistent with that in these
consolidated financial statements.
USX seeks to assure the objectivity and integrity of its
financial records by careful selection of its managers, by
organizational arrangements that provide an appropriate
division of responsibility and by communications programs aimed
at assuring that its policies and methods are understood
throughout the organization.
USX has a comprehensive formalized system of internal
accounting controls designed to provide reasonable assurance
that assets are safeguarded and that financial records are
reliable. Appropriate management monitors the system for
compliance, and the internal auditors independently measure its
effectiveness and recommend possible improvements thereto. In
addition, as part of their audit of the consolidated financial
statements, USX's independent accountants, who are elected by
the stockholders, review and test the internal accounting
controls selectively to establish a basis of reliance thereon
in determining the nature, extent and timing of audit tests to
be applied.
The Board of Directors pursues its oversight role in the
area of financial reporting and internal accounting control
through its Audit Committee. This Committee, composed solely of
nonmanagement directors, regularly meets (jointly and
separately) with the independent accountants, management and
internal auditors to monitor the proper discharge by each of
its responsibilities relative to internal accounting controls
and the consolidated financial statements.
Charles A. Corry Robert M. Hernandez Lewis B. Jones
Chairman, Board of Directors Executive Vice President- Vice President
& Chief Executive Officer Accounting & Finance & Comptroller
& Chief Financial Officer
Report of Independent Accountants
To the Stockholders of USX Corporation:
In our opinion, the accompanying consolidated financial
statements appearing on pages U-4 through U-26 and as listed
in Item 14.A.2 on page 61 of this report present fairly,
in all material respects, the financial position of USX
Corporation and Subsidiary Companies at December 31, 1993 and
1992, and the results of their operations and their cash flows
for each of the three years in the period ended December 31,
1993, in conformity with generally accepted accounting
principles. These financial statements are the responsibility
of USX's management; our responsibility is to express an
opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we
plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used
and significant estimates made by management, and evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for the opinion expressed
above.
As discussed in Note 1, page U-10, in 1993 USX adopted new
accounting standards for postemployment benefits and for
retrospectively rated insurance contracts. As discussed in Note
8, page U-15, and Note 9, page U-16, in 1992 USX adopted new
accounting standards for postretirement benefits other than
pensions and for income taxes, respectively.
Price Waterhouse
600 Grant Street, Pittsburgh, Pennsylvania 15219-2794
February 8, 1994
U-3
63
Consolidated Statement of Operations
(Dollars in millions) 1993 1992 1991
.............................................................................................................
SALES (Note 2, page U-11) $ 18,064 $ 17,813 $ 18,825
OPERATING COSTS:
Cost of sales (excludes items shown below) 13,552 14,202 14,749
Inventory market valuation charges (credits) (Note 17, page U-21) 241 (62) 260
Selling, general and administrative expenses 246 230 262
Depreciation, depletion and amortization 1,077 1,091 1,128
Taxes other than income taxes (Note 10, page U-17) 2,363 1,985 2,080
Exploration expenses 145 172 179
Restructuring charges (Note 4, page U-12) 42 125 426
B&LE litigation charge (Note 5, page U-12) 342 -- --
--------- --------- --------
Total operating costs 18,008 17,743 19,084
--------- --------- --------
OPERATING INCOME (LOSS) 56 70 (259)
Other income (loss) (Note 3, page U-11) 257 (2) 39
Interest and other financial income (Note 3, page U-11) 78 228 38
Interest and other financial costs (Note 3, page U-11) (630) (485) (509)
--------- --------- --------
TOTAL LOSS BEFORE INCOME TAXES AND CUMULATIVE
EFFECT OF CHANGES IN ACCOUNTING PRINCIPLES (239) (189) (691)
Less credit for estimated income taxes (Note 9, page U-16) (72) (29) (113)
--------- --------- --------
TOTAL LOSS BEFORE CUMULATIVE EFFECT OF CHANGES
IN ACCOUNTING PRINCIPLES (167) (160) (578)
Cumulative effect of changes in accounting principles:
Postemployment benefits (Note 1, page U-10) (86) -- --
Retrospectively rated insurance contracts (Note 1, page U-10) (6) -- --
Postretirement benefits other than pensions (Note 8, page U-15) -- (1,306) --
Income taxes (Note 9, page U-16) -- (360) --
--------- --------- --------
NET LOSS (259) (1,826) (578)
Dividends on preferred stock (27) (9) (9)
--------- --------- --------
NET LOSS APPLICABLE TO COMMON STOCKS $ (286) $ (1,835) $ (587)
.............................................................................................................
The accompanying notes are an integral part of these
consolidated financial statements.
U-4
64
Income Per Common Share
(Dollars in millions, except per share data) 1993 1992 1991
..............................................................................................................
APPLICABLE TO MARATHON STOCK:
Total income (loss) before cumulative effect of changes
in accounting principles $ (12) $ 103 $ (78)
Cumulative effect of changes in accounting principles (23) (331) --
--------- --------- --------
Net loss $ (35) $ (228) $ (78)
PRIMARY AND FULLY DILUTED PER SHARE:
Total income (loss) before cumulative effect of changes
in accounting principles $ (.04) $ .37 $ (.31)
Cumulative effect of changes in accounting principles (.08) (1.17) --
--------- --------- --------
Net loss $ (.12) $ (.80) $ (.31)
Weighted average shares, in thousands
-- primary 286,594 283,494 255,474
-- fully diluted 286,594 283,495 255,474
..............................................................................................................
APPLICABLE TO STEEL STOCK:
Total loss before cumulative effect of changes
in accounting principles $ (190) $ (274) $ (509)
Cumulative effect of changes in accounting principles (69) (1,335) --
--------- --------- --------
Net loss $ (259) $ (1,609) $ (509)
PRIMARY AND FULLY DILUTED PER SHARE:
Total loss before cumulative effect of changes
in accounting principles $ (2.96) $ (4.92) $ (10.00)
Cumulative effect of changes in accounting principles (1.08) (23.93) --
--------- --------- --------
Net loss $ (4.04) $ (28.85) $ (10.00)
Weighted average shares, in thousands
-- primary and fully diluted 64,370 55,764 50,948
..............................................................................................................
Outstanding
since Oct. 2,
1993 1992
....................................................................................................
APPLICABLE TO OUTSTANDING DELHI STOCK:
Net income $ 8 $ 2
PRIMARY AND FULLY DILUTED PER SHARE:
Net income .86 .22
Weighted average shares, in thousands
-- primary and fully diluted 9,067 9,001
....................................................................................................
See Note 22, page U-23, for a description of net income per
common share.
The accompanying notes are an integral part of these
consolidated financial statements.
U-5
65
Consolidated Balance Sheet
(Dollars in millions) December 31 1993 1992
...........................................................................................................
ASSETS
Current assets:
Cash and cash equivalents $ 268 $ 57
Receivables, less allowance for doubtful accounts of
$9 and $13 (Note 12, page U-18) 932 924
Inventories (Note 17, page U-21) 1,626 1,930
Deferred income tax benefits 258 87
Other current assets 96 102
---------- ---------
Total current assets 3,180 3,100
Long-term receivables and other investments, less reserves
of $22 and $32 (Note 11, page U-17) 948 998
Property, plant and equipment -- net (Note 15, page U-20) 11,603 11,759
Prepaid pensions (Note 7, page U-14) 1,347 1,113
Other noncurrent assets 296 282
---------- ---------
Total assets $ 17,374 $ 17,252
...........................................................................................................
LIABILITIES
Current liabilities:
Notes payable (Note 13, page U-18) $ 1 $ 47
Accounts payable (Note 5, page U-12) 2,237 2,099
Payroll and benefits payable 436 420
Accrued taxes 483 441
Accrued interest 142 129
Long-term debt due within one year (Note 14, page U-19) 35 334
---------- ---------
Total current liabilities 3,334 3,470
Long-term debt (Note 14, page U-19) 5,888 5,968
Long-term deferred income taxes (Note 9, page U-16) 883 925
Employee benefits (Note 8, page U-15) 2,802 2,447
Deferred credits and other liabilities 603 733
---------- ---------
Total liabilities 13,510 13,543
STOCKHOLDERS' EQUITY (Details on pages U-8 and U-9)
Preferred stocks (Note 19, page U-21):
Adjustable Rate Cumulative issued -- 2,099,970 shares and
2,099,970 shares 105 105
6.50% Cumulative Convertible issued -- 6,900,000 shares
($345 liquidation preference) and 0 shares 7 --
Common stocks:
Marathon Stock issued -- 286,612,805 shares and
286,563,451 shares
(par value $1 per share, authorized 550,000,000 shares) 287 286
Steel Stock issued -- 70,328,685 shares and
59,742,453 shares
(par value $1 per share, authorized 200,000,000 shares) 70 60
Delhi Stock issued -- 9,282,870 shares and
9,005,500 shares
(par value $1 per share, authorized 50,000,000 shares) 9 9
Treasury common stocks, at cost:
Marathon Stock -- 31,266 shares and 0 shares (1) --
Additional paid-in capital 4,240 3,834
Accumulated deficit (831) (572)
Other equity adjustments (22) (13)
---------- ---------
Total stockholders' equity 3,864 3,709
---------- ---------
Total liabilities and stockholders' equity $ 17,374 $ 17,252
...........................................................................................................
The accompanying notes are an integral part of these
consolidated financial statements.
U-6
66
Consolidated Statement of Cash Flows
(Dollars in millions) 1993 1992 1991
..............................................................................................................
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
OPERATING ACTIVITIES:
Net loss $ (259) $ (1,826) $ (578)
Adjustments to reconcile to net cash provided
from operating activities:
Accounting principle changes 92 1,666 --
Depreciation, depletion and amortization 1,077 1,091 1,128
Exploratory dry well costs 48 82 67
Inventory market valuation charges (credits) 241 (62) 260
Pensions (221) (280) (222)
Postretirement benefits other than pensions 121 21 (1)
Deferred income taxes (150) (105) (144)
Gain on disposal of assets (253) (24) (30)
Restructuring charges 42 125 426
B&LE litigation -- net of payments 287 -- --
Changes in: Current receivables -- sold 50 (40) (120)
-- operating turnover (72) 167 250
Inventories 57 (10) (99)
Current accounts payable and accrued expenses (95) 61 41
All other items -- net (21) 54 45
--------- --------- --------
Net cash provided from operating activities 944 920 1,023
--------- --------- --------
INVESTING ACTIVITIES:
Capital expenditures (1,151) (1,505) (1,392)
Disposal of assets 469 117 78
Loans to public (15) (33) (150)
Principal collected on loans to public 66 38 20
Sale (repurchase) of loans receivable (50) (24) 85
All other items -- net (12) (36) --
--------- --------- --------
Net cash used in investing activities (693) (1,443) (1,359)
--------- --------- --------
FINANCING ACTIVITIES:
Commercial paper and revolving credit arrangements -- net (914) (570) 176
Other debt -- borrowings 803 759 863
-- repayments (347) (419) (220)
Production financing and other agreements -- repayments -- (10) (157)
Preferred stock -- issued 336 -- --
-- repurchased -- -- (3)
Common stock -- issued 372 943 129
-- repurchased (1) (1) (59)
Dividends paid (288) (397) (376)
--------- --------- --------
Net cash provided from (used in) financing activities (39) 305 353
--------- --------- --------
EFFECT OF EXCHANGE RATE CHANGES ON CASH (1) (4) (1)
--------- --------- --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 211 (222) 16
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 57 279 263
--------- --------- --------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 268 $ 57 $ 279
..............................................................................................................
See Note 18, page U-21, for supplemental cash flow information.
The accompanying notes are an integral part of these
consolidated financial statements.
U-7
67
Consolidated Statement of Stockholders' Equity
USX has three classes of common stock, being USX -- Marathon
Group Common Stock (Marathon Stock), USX -- U. S. Steel Group
Common Stock (Steel Stock), and USX -- Delhi Group Common Stock
(Delhi Stock), which are intended to reflect the performance of
the Marathon Group, the U. S. Steel Group, and the Delhi Group,
respectively. (See Note 6, page U-12 for a description of the
three groups.)
The Marathon Stock and Steel Stock were initially
authorized and issued on May 6, 1991, when the USX Certificate
of Incorporation was amended and a distribution was made to
holders of USX common stock of one-fifth of a share of Steel
Stock, for each share of USX common stock held. Concurrent with
the Steel Stock distribution, each share of USX common stock
was changed into one share of Marathon Stock. Retroactive
effect has been given to the Marathon Stock and Steel Stock in
these consolidated financial statements. Also on May 6, 1991,
all shares of existing USX treasury stock were retired. The USX
Certificate of Incorporation was amended on September 30, 1992,
to authorize a new class of common stock. On October 2, 1992,
USX sold 9,000,000 shares of Delhi Stock to the public.
On all matters where the holders of Marathon Stock, Steel
Stock and Delhi Stock vote together as a single class, Marathon
Stock has one vote per share, and Steel Stock and Delhi Stock
each have a fluctuating vote per share based on the relative
market value of a share of Steel Stock or Delhi Stock, as the
case may be, to the market value of a share of Marathon Stock.
In the event of a disposition of all or substantially all the
properties and assets of either the U. S. Steel Group or the
Delhi Group, USX must either distribute the net proceeds to the
holders of the Steel Stock or Delhi Stock, as the case may be,
as a special dividend or in redemption of the stock, or
exchange the Steel Stock or Delhi Stock, as the case may be,
for one or the other remaining two classes of stock. In the
event of liquidation of USX, the holders of the Marathon Stock,
Steel Stock and Delhi Stock will share in the funds remaining
for common stockholders based on the relative market
capitalization of the respective Marathon Stock, Steel Stock or
Delhi Stock to the aggregate market capitalization of all
classes of common stock.
Shares in thousands Dollars in millions
---------------------------- -----------------------------
1993 1992 1991 1993 1992 1991
........................................................................................................
PREFERRED STOCKS (Note 19, page U-21):
Adjustable Rate Cumulative:
Balance at beginning of year 2,100 2,100 2,162 $ 105 $ 105 $ 108
Repurchased -- -- (62) -- -- (3)
-------- ------- ------- -------- ------- -------
Balance at end of year 2,100 2,100 2,100 $ 105 $ 105 $ 105
6.50% Cumulative Convertible:
Balance at beginning of year -- -- -- -- -- --
Public offering 6,900 -- -- 7 -- --
-------- ------- ------- -------- ------- -------
Balance at end of year 6,900 -- -- $ 7 $ -- $ --
........................................................................................................
COMMON STOCKS:
Marathon Stock:
Balance at beginning of year 286,563 259,257 269,555 $ 286 $ 259 $ 269
Public offering -- 25,000 -- -- 25 --
Equivalent treasury stock retirement -- -- (14,494) -- -- (14)
Employee stock plans 38 1,686 3,745 1 1 4
Dividend Reinvestment Plan 12 620 451 -- 1 --
-------- ------- ------- -------- ------- -------
Issued at end of year 286,613 286,563 259,257 $ 287 $ 286 $ 259
........................................................................................................
Steel Stock:
Balance at beginning of year 59,743 51,302 53,911 $ 60 $ 51 $ 54
Public offering 10,000 8,050 -- 10 8 --
Equivalent treasury stock retirement -- -- (2,899) -- -- (3)
Fractional shares purchased -- -- (38) -- -- --
Employee stock plans 511 340 328 -- 1 --
Dividend Reinvestment Plan 75 51 -- -- -- --
-------- ------- ------- -------- ------- -------
Issued at end of year 70,329 59,743 51,302 $ 70 $ 60 $ 51
........................................................................................................
Delhi Stock:
Balance at beginning of year 9,005 -- -- $ 9 $ -- $ --
Public offering -- 9,000 -- -- 9 --
Employee stock plans 278 5 -- -- -- --
-------- ------- ------- -------- ------- -------
Balance at end of year 9,283 9,005 -- $ 9 $ 9 $ --
........................................................................................................
(Table continued on next page)
U-8
68
Shares in thousands Dollars in millions
---------------------------- -----------------------------
1993 1992 1991 1993 1992 1991
.......................................................................................................
TREASURY COMMON STOCKS, AT COST:
Marathon Stock:
Balance at beginning of year -- (1,039) -- $ -- $ (31) $ --
Repurchased (31) (21) (1,039) (1) (1) (31)
Reissued:
Employee stock plans -- 850 -- -- 26 --
Dividend Reinvestment Plan -- 210 -- -- 6 --
-------- ------- ------- -------- ------- -------
Balance at end of year (31) -- (1,039) $ (1) $ -- $ (31)
-------- ------- ------- -------- ------- -------
Steel Stock:
Balance at beginning of year -- (280) -- $ -- $ (8) $ --
Repurchased (6) (10) (280) -- -- (8)
Reissued:
Employee stock plans 6 227 -- -- 6 --
Dividend Reinvestment Plan -- 63 -- -- 2 --
-------- ------- ------- -------- ------- -------
Balance at end of year -- -- (280) $ -- $ -- $ (8)
-------- ------- ------- -------- ------- -------
USX Stock:
Balance at beginning of year -- -- (15,043) $ -- $ -- $ (462)
Repurchased -- -- (667) -- -- (19)
Reissued:
Employee stock plans -- -- 1,088 -- -- 33
Dividend Reinvestment Plan -- -- 128 -- -- 4
Retirement of treasury stock
on May 6, 1991 -- -- 14,494 -- -- 444
-------- ------- ------- -------- ------- -------
Balance at end of year -- -- -- $ -- $ -- $ --
........................................................................................................
ADDITIONAL PAID-IN CAPITAL:
Balance at beginning of year $ 3,834 $ 3,372 $ 3,466
Retirement of treasury stock on May 6, 1991 -- -- (203)
Marathon Stock issued 1 550 99
Steel Stock issued 360 199 8
Delhi Stock issued 5 126 --
6.50% Convertible preferred stock issued 329 -- --
Dividends on preferred stock (27) (9) --
Dividends on Marathon Stock
(per share: $.68 in 1993 and$1.22 in 1992) (195) (348) --
Dividends on Steel Stock
(per share: $1.00 in 1993 and in 1992) (65) (55) --
Dividends on Delhi Stock
(per share: $.20 in 1993 and $.05 in 1992) (2) -- --
Other current year activity -- (1) 2
-------- ------- -------
Balance at end of year $ 4,240 $ 3,834 $ 3,372
........................................................................................................
ACCUMULATED EARNINGS (DEFICIT):
Balance at beginning of year $ (572) $ 1,254 $ 2,451
Net loss (259) (1,826) (578)
Dividends on preferred stock -- -- (9)
Dividends on Marathon Stock (per share: $1.31 in 1991) -- -- (335)
Dividends on Steel Stock (per share: $.94 in 1991) -- -- (48)
Retirement of treasury stock on May 6, 1991 -- -- (227)
-------- ------- -------
Balance at end of year $ (831) $ (572) $ 1,254
........................................................................................................
OTHER EQUITY ADJUSTMENTS:
Foreign currency adjustments (Note 23, page U-24) $ (7) $ (8) $ (7)
Deferred compensation adjustments (1) (5) (8)
Minimum pension liability adjustments (Note 7, page U-14) (14) -- --
-------- ------- -------
Total other equity adjustments $ (22) $ (13) $ (15)
........................................................................................................
TOTAL STOCKHOLDERS' EQUITY $ 3,864 $ 3,709 $ 4,987
........................................................................................................
The accompanying notes are an integral part of these
consolidated financial statements.
U-9
69
Notes to Consolidated Financial Statements
1. SUMMARY OF PRINCIPAL ACCOUNTING POLICIES
PRINCIPLES APPLIED IN CONSOLIDATION -- The consolidated
financial statements include the accounts of USX Corporation
and its majority-owned subsidiaries (USX).
Investments in unincorporated oil and gas joint ventures are
accounted for on a pro rata basis.
Investments in other entities in which USX has significant
influence in management and control are accounted for using
the equity method of accounting and are carried in the
investment account at USX's share of net assets plus advances.
The proportionate share of income from equity investments is
included in other income.
Investments in marketable equity securities are carried at
lower of cost or market and investments in other companies are
carried at cost, with income recognized when dividends are
received.
NEW ACCOUNTING STANDARDS -- The following accounting standards
were adopted by USX during 1993:
Postemployment benefits -- Effective January 1, 1993, USX
adopted Statement of Financial Accounting Standards No. 112,
"Employers' Accounting for Postemployment Benefits" (SFAS
No. 112). SFAS No. 112 requires employers to recognize the
obligation to provide postemployment benefits on an accrual
basis if certain conditions are met. USX is affected
primarily by disability-related claims covering indemnity
and medical payments. The obligation for these claims is
measured using actuarial techniques and assumptions
including appropriate discount rates. The cumulative effect
of the change in accounting principle determined as of
January 1, 1993, reduced net income $86 million, net of $50
million income tax effect. The effect of the change in
accounting principle reduced 1993 operating income by $23
million.
Accounting for multiple-year retrospectively rated insurance
contracts -- USX adopted Emerging Issues Task Force (EITF)
Consensus No. 93-14, "Accounting for Multiple-Year
Retrospectively Rated Insurance Contracts". EITF No. 93-14
requires accrual of retrospective premium adjustments when
the insured has an obligation to pay cash to the insurer
that would not have been required absent experience under
the contract. The cumulative effect of the change in
accounting principle determined as of January 1, 1993,
reduced net income $6 million, net of $3 million income tax
effect.
USX has not adopted Statement of Financial Accounting
Standards No. 114, "Accounting by Creditors for Impairment of a
Loan" (SFAS No. 114). SFAS No. 114 requires impairment of loans
based on either the sum of discounted cash flows or the fair
value of underlying collateral. USX expects to adopt SFAS No.
114 in the first quarter of 1995. Based on preliminary
estimates, USX expects the unfavorable effect of adopting SFAS
No. 114 will be less than $2 million.
CASH AND CASH EQUIVALENTS -- Cash and cash equivalents includes
cash on hand and on deposit and highly liquid debt instruments
with maturities generally of three months or less.
INVENTORIES -- Inventories are carried at lower of cost or
market. Cost of inventories is determined primarily under the
last-in, first-out (LIFO) method.
HEDGING TRANSACTIONS -- USX enters into futures contracts,
commodity swaps and options to hedge exposure to price
fluctuations relevant to the purchase or sale of crude oil,
refined products and natural gas. Such transactions are
accounted for as part of the commodity being hedged. Forward
contracts are used to hedge currency risks, and the accounting
is based on the requirements of Statement of Financial
Accounting Standards No. 52.
EXPLORATION AND DEVELOPMENT -- USX follows the successful
efforts method of accounting for oil and gas exploration and
development.
GAS BALANCING -- USX follows the sales method of accounting for
gas production imbalances.
PROPERTY, PLANT AND EQUIPMENT -- Except for oil and gas
producing properties, depreciation is generally computed on the
straight-line method based upon estimated lives of assets.
USX's method of computing depreciation for steel producing
assets modifies straight-line depreciation based on level of
U-10
70
production. In 1992, USX revised the modification factors used
in the depreciation of steel assets accounted for by the
modified straight-line method to reflect that raw steel
production capability is entirely continuous cast. The revised
modification factors range from a minimum of 85% at a
production level below 81% of capability, to a maximum of 105%
for a 100% production level. No modification is made at the 95%
production level, considered the normal long-range level.
Depreciation and depletion of oil and gas producing
properties are computed using predetermined rates based upon
estimated proved oil and gas reserves applied on a
units-of-production method.
Depletion of mineral properties, other than oil and gas, is
based on rates which are expected to amortize cost over the
estimated tonnage of minerals to be removed.
When an entire property, plant, major facility or facilities
depreciated on an individual basis are sold or otherwise
disposed of, any gain or loss is reflected in income. Proceeds
from disposal of other facilities depreciated on a group basis
are credited to the depreciation reserve with no immediate
effect on income.
INSURANCE -- USX is insured for catastrophic casualty and
certain property exposures, as well as those risks required to
be insured by law or contract. Costs resulting from noninsured
losses are charged against income upon occurrence.
RECLASSIFICATIONS -- Certain reclassifications of prior years'
data have been made to conform to 1993 classifications.
2. SALES
The items below were included in both sales and operating
costs, resulting in no effect on income:
(In millions) 1993 1992 1991
.................................................................................................
Matching buy/sell transactions(a) $ 2,018 $ 2,537 $ 2,940
Consumer excise taxes on petroleum products
and merchandise 1,927 1,655 1,662
.................................................................................................
(a) Reflected the gross amount of purchases and sales
associated with crude oil and refined product buy/sell
transactions which are settled in cash.
3. OTHER ITEMS
(In millions) 1993 1992 1991
.............................................................................................................
OPERATING COSTS INCLUDED:
Maintenance and repairs of plant and equipment $ 1,149 $ 1,131 $ 1,134
Research and development 41 42 44
.............................................................................................................
OTHER INCOME (LOSS):
Gain on disposal of assets $ 253(a) $ 24 $ 30
Loss from affiliates -- equity method (1) (14) (24)
Other income (loss) 5 (12) 33(b)
--------- --------- --------
Total $ 257 $ (2) $ 39
.............................................................................................................
INTEREST AND OTHER FINANCIAL INCOME:
Interest income $ 71(a) $ 31 $ 36
Other 7 197(c) 2
--------- --------- --------
Total 78 228 38
.............................................................................................................
INTEREST AND OTHER FINANCIAL COSTS:
Interest incurred (455) (446) (472)
Less interest capitalized 105 78 63
--------- --------- --------
Net interest (350) (368) (409)
Interest on litigation (170)(d) (15) --
Interest on tax issues (41) (32) 4(e)
Amortization of discounts (37) (41) (55)
Expenses on sales of accounts receivable (Note 12, page U-18) (26) (29) (45)
Other (6) -- (4)
--------- --------- --------
Total (630) (485) (509)
--------- --------- --------
NET INTEREST AND OTHER FINANCIAL COSTS(f) $ (552) $ (257) $ (471)
.............................................................................................................
(a) Gains resulted primarily from the sale of the Cumberland
coal mine, an investment in an insurance company and the
realization of deferred gain resulting from collection of
a subordinated note related to the 1988 sale of Transtar,
Inc. (Transtar). The collection also resulted in interest
income of $37 million.
(b) Included a $29 million favorable minority interest effect
related to a loss of RMI Titanium Company (a 51%-owned
company), of which $19 million resulted from restructuring
charges.
(c) Included a $177 million favorable adjustment related to
interest income from a refund of prior years' production
taxes.
(d) Reflected $164 million related to the B&LE litigation
(Note 5, page U-12).
(e) Included a $26 million favorable adjustment related to
interest accrued for prior years' production taxes.
(f) Excluded financial income and costs of finance operations,
which are included in operating income.
U-11
71
4. RESTRUCTURING CHARGES
The 1993 restructuring action involving the planned closure of
a Pennsylvania coal mine resulted in a $42 million charge to
operating income, primarily related to the writedown of
property, plant and equipment, contract termination, and mine
closure cost. In 1992, restructuring actions resulted in a $125
million charge to operating income, of which $115 was for the
disposition of nonstrategic domestic exploration and production
properties, and $10 million for the completion of the 1991
restructuring plan related to steel operations. The 1991
restructuring actions resulted in a $426 million charge to
operating income, primarily related to write-downs of property,
plant and equipment and employee costs related to the permanent
closing of certain steel facilities.
5. B&LE LITIGATION
Pretax income (loss) in 1993 included a $506 million charge
related to the adverse decision in the Lower Lake Erie Iron Ore
Antitrust Litigation against a former USX subsidiary, the
Bessemer & Lake Erie Railroad (B&LE) (Note 25, page U-24).
Charges of $342 million were included in operating costs and
$164 million included in interest and other financial costs.
The effect on 1993 net income (loss) was $325 million
unfavorable ($5.04 per share of Steel Stock). At December 31,
1993, accounts payable included $376 million for this
litigation.
6. SEGMENT INFORMATION
USX has three classes of common stock: Marathon Stock, Steel
Stock and Delhi Stock, which are intended to reflect the
performance of the Marathon Group, the U. S. Steel Group and
the Delhi Group, respectively. The segments of USX conform to
USX's group structure. A description of each group and its
products and services is as follows:
MARATHON GROUP -- The Marathon Group is involved in
worldwide exploration, production, transportation and
marketing of crude oil and natural gas; and domestic
refining, marketing and transportation of petroleum
products.
U. S. STEEL GROUP -- The U. S. Steel Group, which
consists primarily of steel operations, includes one
of the largest domestic integrated steel producers and is
primarily engaged in the production and sale of a wide
range of steel mill products, coke and taconite pellets.
The U. S. Steel Group also includes the management of
mineral resources, domestic coal mining, and engineering
and consulting services and technology licensing. Other
businesses that are part of the U. S. Steel Group include
real estate development and management, fencing products,
leasing and financing activities, and a majority interest
in a titanium metal products company.
DELHI GROUP -- The Delhi Group is engaged in the
purchasing, gathering, processing, transporting and
marketing of natural gas. The Delhi Group amounts prior
to October 2, 1992, represent the historical financial
data of the businesses included in the Delhi Group which
were also included in the amounts of the Marathon Group.
Intergroup sales and transfers were conducted on an
arm's-length basis. Assets include certain assets attributed
to each group that are not used to generate operating income.
INDUSTRY SEGMENT:
Sale (a) Depreciation,
------------------------------------- Operating Depletion
Unaffiliated Between Income and Capital
(In millions) Year Customers Groups Total (Loss) Assets Amortization Expenditures
...................................................................................................................................
Marathon Group: 1993 $ 11,922 $ 40 $ 11,962 $ 169 $ 10,806 $ 727 $ 910
1992 12,758 24 12,782 304 11,141 793 1,193
1991 13,961 14 13,975 358 11,644 875 960
...................................................................................................................................
U. S. Steel Group: 1993 5,611 1 5,612 (149) 6,616 314 198
1992 4,918 1 4,919 (241) 6,251 288 298
1991 4,864 -- 4,864 (617) 5,627 253 432
...................................................................................................................................
Delhi Group: 1993 531 4 535 36 580 36 43
1992 454 4 458 33 565 40 27
1991 418 5 423 31 584 39 19
...................................................................................................................................
Eliminations: 1993 -- (45) (45) -- (628) -- --
1992 (317) (29) (346) (26) (705) (30) (13)
1991 (418) (19) (437) (31) (816) (39) (19)
...................................................................................................................................
Total USX Corporation: 1993 $ 18,064 $ -- $ 18,064 $ 56 $ 17,374 $ 1,077 $ 1,151
1992 17,813 -- 17,813 70 17,252 1,091 1,505
1991 18,825 -- 18,825 (259) 17,039 1,128 1,392
...................................................................................................................................
(a) Operating income (loss) included the following: a $342 million charge
related to the B&LE litigation for the U. S. Steel Group in 1993 (Note 5,
page U-12); restructuring charges of $42 million, $10 million and $402
million for the U.S. Steel Group in 1993, 1992 and 1991, respectively;
restructuring charges of $115 million and $24 million, for the Marathon
Group in 1992 and 1991, respectively; (Note 4, page U-12); and inventory
market valuation charges (credits) for the Marathon Group of $241 million,
$(62) million and $260 million in 1993, 1992 and 1991, respectively (Note
17, page U-21).
U-12
72
EXPORT SALES:
The information below summarizes export sales by geographic area for the
U. S. Steel Group. Export sales from domestic operations for the Marathon Group
and the Delhi Group were not material.
(In millions) 1993 1992 1991
......................................................................................
Far East $ 38 $ 70 $ 294
Europe 117 117 146
Other 191 266 269
-------- ------ ------
Total export sales $ 346 $ 453 $ 709
......................................................................................
The information below summarizes the operations in different geographic
areas. Transfers between geographic areas are at prices which approximate
market.
Sales
-------------------------------------
Within Between Operating
GEOGRAPHIC AREA: Geographic Geographic Income
Year Areas Areas Total (Loss) Assets
.............................................................................................................
Marathon Group:
United States 1993 $ 11,507 $ -- $ 11,507 $ 206 $ 7,631
1992 12,210 -- 12,210 255 8,094
1991 13,328 -- 13,328 202 8,643
Europe 1993 371 -- 371 16 2,511
1992 482 -- 482 87 2,440
1991 596 -- 596 160 2,297
Middle East and Africa 1993 77 31 108 13 313
1992 72 26 98 13 377
1991 25 49 74 (5) 320
Other International 1993 7 17 24 (66) 351
1992 18 34 52 (51) 232
1991 26 68 94 1 385
Eliminations 1993 -- (48) (48) -- --
1992 -- (60) (60) -- (2)
1991 -- (117) (117) -- (1)
Total Marathon Group 1993 $ 11,962 $ -- $ 11,962 $ 169 $ 10,806
1992 12,782 -- 12,782 304 11,141
1991 13,975 -- 13,975 358 11,644
.............................................................................................................
U. S. Steel Group:
United States 1993 $ 5,489 $ -- $ 5,489 $ (151) $ 6,550
1992 4,842 -- 4,842 (244) 6,206
1991 4,812 -- 4,812 (619) 5,587
International 1993 123 -- 123 2 66
1992 77 -- 77 3 45
1991 52 -- 52 2 40
Total U. S. Steel Group 1993 $ 5,612 $ -- $ 5,612 $ (149) $ 6,616
1992 4,919 -- 4,919 (241) 6,251
1991 4,864 -- 4,864 (617) 5,627
.............................................................................................................
Delhi Group:
United States 1993 $ 535 $ -- $ 535 $ 36 $ 580
1992 458 -- 458 33 565
1991 423 -- 423 31 584
.............................................................................................................
USX Corporation:
Intergroup Eliminations 1993 $ (45) $ -- $ (45) $ -- $ (628)
1992 (346) -- (346) (26) (705)
1991 (437) -- (437) (31) (816)
Total USX Corporation 1993 $ 18,064 $ -- $ 18,064 $ 56 $ 17,374
1992 17,813 -- 17,813 70 17,252
1991 18,825 -- 18,825 (259) 17,039
.............................................................................................................
U-13
73
7. PENSIONS
USX has noncontributory defined benefit plans covering
substantially all employees. Benefits under these plans are
based upon years of service and final average pensionable
earnings, or a minimum benefit based upon years of service,
whichever is greater. In addition, contributory pension
benefits, which cover certain participating salaried employees,
are based upon years of service and career earnings. The
funding policy for defined benefit plans provides that payments
to the pension trusts shall be equal to the minimum funding
requirements of ERISA plus such additional amounts as may be
approved from time to time.
USX also participates in multi-employer plans, most of
which are defined benefit plans associated with coal
operations.
PENSION COST (CREDIT) -- The defined benefit cost for major
plans was determined assuming an expected long-term rate of
return on plan assets of 10% for 1993 and 11% for 1992 and
1991.
(In millions) 1993 1992 1991
.............................................................................................................
USX major plans:
Cost of benefits earned during the period $ 90 $ 81 $ 78
Interest cost on projected benefit obligation
(7% for 1993; 8% for 1992 and 1991) 595 654 662
Return on assets -- actual return (765) (691) (2,001)
-- deferred gain (loss) (126) (290) 1,060
Net amortization of unrecognized (gains) and losses (12) (20) (30)
--------- --------- --------
Subtotal: USX major plans (218) (266) (231)
Multi-employer and other USX plans 7 6 7
--------- --------- --------
Total periodic pension cost (credit) $ (211) $ (260) $ (224)
.............................................................................................................
FUNDS' STATUS -- The assumed discount rate used to measure the
benefit obligations of major plans was 6.5% and 7% at December
31, 1993, and December 31, 1992, respectively. The assumed rate
of future increases in compensation levels was 3% and 4% at
December 31, 1993 and December 31, 1992, respectively. Plans
with accumulated benefit obligations (ABO) in excess of plan
assets were not material in 1992.
(In millions) December 31 1993 1992
..............................................................................................................
Plans with Plans with
assets in ABO in
excess excess
of ABO of assets
----------- ---------
Reconciliation of funds' status to reported amounts:
Projected benefit obligation(a) $ (9,046) $ (251) $ (8,909)
Plan assets at fair market value(b) 9,210 98 9,525
-------- ------- --------
Assets in excess of (less than) projected benefit obligation 164 (153) 616
Unrecognized net loss (gain) from transition to new
pension accounting standard (578) 16 (639)
Unrecognized prior service cost(c) 822 65 707
Unrecognized net loss 939 54 420
Additional minimum liability(d) -- (104) (36)
-------- ------- --------
Net pension asset (liability) included in balance sheet $ 1,347 $ (122) $ 1,068
........................................................................................................................
(a)Projected benefit obligation includes:
Vested benefit obligation $ 7,999 $ 209 $ 8,007
Accumulated benefit obligation 8,556 218 8,465
(b)Types of assets held:
USX stocks 1% 1%
Stocks of other corporations 52% 54%
U.S. Government securities 27% 25%
Corporate debt instruments and other 20% 20%
(c)Increase in 1993 primarily due to pension improvements to
employees represented by the United Steelworkers of
America (USWA).
(d)Additional minimum liability recorded was offset
by the following:
Intangible asset $ -- $ 81 $ 36
Stockholders' equity adjustment (net of deferred
income tax and minority interest effects) -- 14 --
........................................................................................................................
U-14
74
8. POSTRETIREMENT BENEFITS OTHER THAN PENSIONS
USX has defined benefit retiree health and life insurance plans
covering most employees upon their retirement. Health benefits
are provided, for the most part, through comprehensive
hospital, surgical and major medical benefit provisions subject
to various cost sharing features. Life insurance benefits are
provided to nonunion and certain union represented retiree
beneficiaries primarily based on employees' annual base salary
at retirement. For other union retirees, benefits are provided
for the most part based on fixed amounts negotiated in labor
contracts with the appropriate unions. Except for certain life
insurance benefits paid from reserves held by insurance
carriers, benefits have not been prefunded. In 1994, USX agreed
to establish a Voluntary Employee Beneficiary Association
(VEBA) Trust to prefund health care and life insurance benefits
for retirees who are covered under the USWA union agreement.
Minimum contributions, in the form of USX Corporation stock or
cash, are expected to be $25 million in 1994 and $10 million
per year thereafter.
In 1992, USX adopted Statement of Financial Accounting
Standards No. 106, "Employers' Accounting for Postretirement
Benefits Other Than Pensions" (SFAS No. 106), which requires
accrual accounting for all postretirement benefits other than
pensions. USX elected to recognize immediately the transition
obligation determined as of January 1, 1992, which represents
the excess accumulated postretirement benefit obligation (APBO)
for current and future retirees over the fair value of plan
assets and recorded postretirement benefit cost accruals. The
cumulative effect of the change in accounting principle reduced
net income $1,306 million, consisting of the transition
obligation of $2,070 million, net of $764 million income tax
effect.
POSTRETIREMENT BENEFIT COST -- Postretirement benefit cost for
defined benefit plans for 1993 and 1992 was determined assuming
a discount rate of 7% and 8%, respectively, and an expected
return on plan assets of 10% for each year presented below:
(In millions) 1993 1992
.................................................................................................
Cost of benefits earned during the period $ 36 $ 29
Interest on APBO 202 194
Return on plan assets -- actual return (7) (7)
-- deferred loss (5) (7)
Amortization of unrecognized losses 12 2
--------- --------
Total defined benefit plans 238 211
Multi-employer plans(a) 9 12
--------- --------
Total periodic postretirement benefit cost $ 247 $ 223
.................................................................................................
(a)In 1993, a new multi-employer benefit plan created by the
Coal Industry Retiree Health Benefit Act of 1992 replaced
the previous plan provided under the collective bargaining
agreement with the United Mine Workers of America. USX is
required to make payments to the plan based on assigned
beneficiaries receiving benefits and such payments are
expected to increase to approximately $15 million to $25
million in 1994 and subsequent years. The present value
of this unrecognized obligation is broadly estimated to
be $220 million, including the effects of future medical
inflation, and this amount could increase if additional
beneficiaries are assigned.
Prior to 1992, the cost of providing health care benefits
to retired employees was recognized as an expense primarily as
claims were paid, and the cost of life insurance benefits for
retirees was generally accrued during their working years.
These costs totaled $155 million for 1991.
FUNDS' STATUS -- The following table sets forth the plans'
funded status and the amounts reported in USX's consolidated
balance sheet:
(In millions) December 31, 1993 1992
.................................................................................................
Reconciliation of funds' status to reported amounts:
Fair value of plan assets $ 116 $ 129
APBO attributable to:
Retirees (2,196) (2,085)
Fully eligible plan participants (273) (207)
Other active plan participants (680) (660)
--------- --------
Total APBO (3,149) (2,952)
--------- --------
APBO in excess of plan assets (3,033) (2,823)
Unrecognized net loss 586 440
Unamortized prior service cost (15) 16
--------- --------
Accrued liability included in balance sheet $ (2,462) $ (2,367)
.................................................................................................
The assumed discount rate used to measure the APBO was
6.5% and 7% at December 31, 1993, and December 31, 1992,
respectively. The assumed rate of future increases in
compensation levels was 4% at December 31, 1993, and December
31, 1992. The weighted average health care cost trend rate in
1994 is approximately 8%, gradually declining to an ultimate
rate in 1997 of approximately 6%. A one percentage point
increase in the assumed health care cost trend rates for each
future year would have increased the aggregate of the service
and interest cost components of the 1993 net periodic
postretirement benefit cost by $34 million and would have
increased the APBO as of December 31, 1993, by $372 million.
SETTLEMENTS -- Other income disclosed in Note 3, page U-11,
included a settlement gain of $24 million resulting from the
sale of the Cumberland coal mine.
U-15
75
9. INCOME TAXES
In 1992, USX adopted Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes" (SFAS No.
109), which requires an asset and liability approach in
accounting for income taxes. Under this method, deferred income
tax assets and liabilities are established to reflect the
future tax consequences of carryforwards and differences
between the tax bases and financial bases of assets and
liabilities. The cumulative effect of the change in accounting
principle determined as of January 1, 1992, reduced net income
$360 million.
Provisions (credits) for estimated income taxes:
1993 1992 1991(a)
---- ---- ----
(In millions) Current Deferred Total Current Deferred Total Current Deferred Total
.........................................................................................................
Federal $ 49 $ (221) $ (172) $ 42 $ (121) $(79) $ (2) $(146) $ (148)
State and local 9 7 16 11 4 15 14 -- 14
Foreign 20 64 84 23 12 35 19 2 21
----- ------- ------ ----- ------- ---- ----- ----- ------
Total $ 78 $ (150) $ (72) $ 76 $ (105) $(29) $ 31 $(144) $ (113)
.........................................................................................................
(a)Computed in accordance with Accounting Principles Board
Opinion No. 11. The deferred tax benefit of $144 million in
1991 was primarily the net result of the generation of
federal tax loss carryforwards and timing differences
related to restructuring charges and pension accruals.
In 1993, the cumulative effect of the change in accounting
principles for postemployment benefits and for retrospectively
rated insurance contracts included deferred tax benefits of $50
million and $3 million, respectively (Note 1, page U-10). In
1992, the cumulative effect of the change in accounting
principle for other postretirement benefits included a deferred
tax benefit of $764 million (Note 8, page U-15).
Reconciliation of federal statutory tax rate (35% in 1993
and 34% in 1992 and 1991) to total provisions (credits):
(In millions) 1993 1992 1991
..............................................................................................................
Statutory rate applied to income (loss) before tax $ (84) $ (64) $ (235)
Remeasurement of deferred income tax liabilities for statutory
rate increase as of January 1, 1993 29 -- --
Foreign income taxes after federal income tax benefit(b) (9) 24 15
Sale of investment in subsidiaries 3 -- --
Liquidation of investment in subsidiary (17) -- --
State income taxes after federal income tax benefit 10 10 9
Federal income tax effect on earnings of foreign subsidiaries 1 6 (19)
Excess percentage depletion (8) (9) (9)
Tax effect of inventory market valuation -- -- 88
Tax effect of purchase accounting amortization -- -- 15
Adjustment of prior years' tax 8 3 6
Adjustment of prior years' valuation allowances (12) -- --
Other 7 1 17
--------- --------- --------
Total $ (72) $ (29) $ (113)
..............................................................................................................
(b)Includes incremental deferred tax benefit of $64 million in
1993 resulting from USX's ability to credit, rather than
deduct, certain foreign income taxes for federal income tax
purposes when paid in future periods.
Deferred tax assets and liabilities resulted from the
following:
(In millions) December 31 1993 1992
............................................................................................................
Deferred tax assets:
Federal tax loss carryforwards (expiring in 2006 through 2008)(c) $ 272 $ 203
State tax loss carryforwards (expiring in 1994 through 2008) 115 99
Foreign tax loss carryforwards (portion of which expire in 2000 through 2008) 475 442
Employee benefits 1,224 1,114
Receivables, payables and debt 75 146
Minimum tax credit carryforwards 325 303
General business credit carryforwards 30 30
Federal benefit for state and foreign deferred tax liabilities 180 67
Contingency and other accruals 408 329
Other 42 109
Valuation allowances(d) (323) (253)
--------- --------
Total deferred tax assets 2,823 2,589
--------- --------
Deferred tax liabilities:
Property, plant and equipment 2,680 2,556
Prepaid pensions 541 455
Inventory 150 241
Other 71 137
--------- --------
Total deferred tax liabilities 3,442 3,389
--------- --------
Net deferred tax liabilities $ 619 $ 800
............................................................................................................
(c)Includes the benefit of federal tax loss carryforwards
associated with a majority owned subsidiary which is not
included in USX's consolidated federal tax return of $26
million and $21 million at December 31, 1993 and 1992,
respectively, for which a full valuation allowance has been
provided at both dates.
(d)Valuation allowances have been established for certain
federal, state and foreign income tax assets. The valuation
allowances increased $70 million primarily for certain tax
credits and tax loss carryforwards which USX may not fully
utilize.
U-16
76
The consolidated tax returns of USX for the years 1988
through 1991 are under various stages of audit and
administrative review by the IRS. USX believes it has made
adequate provision for income taxes and interest which may
become payable for years not yet settled.
Pretax income (loss) included $(53) million, $55 million
and $162 million attributable to foreign sources in 1993, 1992
and 1991, respectively.
10. TAXES OTHER THAN INCOME TAXES
(In millions) 1993 1992 1991
.............................................................................................................
Consumer excise taxes $ 1,927 $ 1,655 $ 1,662
Payroll taxes 142 140 138
Property taxes 156 151 148
Other state, local and miscellaneous taxes(a) 138 39 132
--------- --------- --------
Total $ 2,363 $ 1,985 $ 2,080
.............................................................................................................
(a)Included a favorable adjustment of $119 million and $20
million in 1992 and 1991, respectively, for prior years'
production taxes.
11. LONG-TERM RECEIVABLES AND OTHER INVESTMENTS
(In millions) December 31 1993 1992
.............................................................................................................
Receivables due after one year $ 103 $ 103
Equity method investments 632 659
Libyan investment (Note 25, page U-25) 108 111
Cost method companies 31 49
Other 74 76
--------- --------
Total $ 948 $ 998
.............................................................................................................
The following financial information summarizes USX's share
in investments accounted for by the equity method:
(In millions) 1993 1992 1991
.............................................................................................................
Income data -- year:
Sales $ 1,412 $ 1,259 $ 1,393
Operating income 71 55 72
Income (loss) before cumulative effect of change
in accounting principle (1) (14) (24)
Net loss (1) (37) (24)
.............................................................................................................
Dividends and partnership distributions $ 22 $ 28 $ 52
.............................................................................................................
Balance sheet data -- December 31:
Current assets $ 446 $ 420
Noncurrent assets 1,130 1,245
Current liabilities 430 384
Noncurrent liabilities 654 675
.............................................................................................................
USX purchases from equity affiliates totaled $375 million,
$330 million and $336 million in 1993, 1992 and 1991,
respectively. USX sales to equity affiliates totaled $547
million, $283 million and $320 million in 1993, 1992 and 1991,
respectively.
U-17
77
12. SALES OF RECEIVABLES
ACCOUNTS RECEIVABLE -- USX has entered into agreements to sell
certain accounts receivable subject to limited recourse.
Payments are collected from the sold accounts receivable; the
collections are reinvested in new accounts receivable for the
buyers; and a yield based on defined short-term market rates is
transferred to the buyers. Collections on sold accounts
receivable will be forwarded to the buyers at the end of the
agreements in 1994 and 1995, in the event of earlier contract
termination or if USX does not have a sufficient quantity of
eligible accounts receivable to reinvest in for the buyers. The
balance of sold accounts receivable averaged $733 million, $703
million and $704 million for years 1993, 1992 and 1991,
respectively. At December 31, 1993, the balance of sold
accounts receivable that had not been collected was $740
million. Buyers have collection rights to recover payments from
an amount of outstanding receivables equal to 120% of the
outstanding receivables purchased on a nonrecourse basis; such
overcollateralization cannot exceed $150 million. USX does not
generally require collateral for accounts receivable, but
significantly reduces credit risk through credit extension and
collection policies, which include analyzing the financial
condition of potential customers, establishing credit limits,
monitoring payments and aggressively pursuing delinquent
accounts. In the event of a change in control of USX, as
defined in the agreements, USX may be required to forward
payments collected on sold accounts receivable to the buyers.
LOANS RECEIVABLE -- Prior to 1993, USX Credit, a division of
USX, sold certain of its loans receivable subject to limited
recourse. USX Credit continues to collect payments from the
loans and transfer to the buyers principal collected plus yield
based on defined short-term market rates. In 1993, 1992 and
1991, USX Credit net sales (repurchases) of loans receivable
totaled $(50) million, $(24) million and $85 million,
respectively. At December 31, 1993, the balance of sold loans
receivable subject to recourse was $205 million. USX Credit is
not actively seeking new loans at this time. USX Credit is
subject to market risk through fluctuations in short-term
market rates on sold loans which pay fixed interest rates. USX
Credit significantly reduces credit risk through a credit
policy, which requires that loans be secured by the real
property or equipment financed, often with additional security
such as letters of credit, personal guarantees and committed
long-term financing takeouts. Also, USX Credit diversifies its
portfolio as to types and terms of loans, borrowers, loan
sizes, sources of business and types and locations of
collateral. As of December 31, 1993, and December 31, 1992, USX
Credit had outstanding loan commitments of $29 million and $32
million, respectively. In the event of a change in control of
USX, as defined in the agreement, USX may be required to
provide cash collateral in the amount of the uncollected loans
receivable to assure compliance with the limited recourse
provisions.
Estimated credit losses under the limited recourse
provisions for both accounts receivable and loans receivable
are recognized when the receivables are sold consistent with
bad debt experience. Recognized liabilities for future recourse
obligations of sold receivables were $3 million and $1 million
at December 31, 1993, and December 31, 1992, respectively.
13. NOTES PAYABLE
(In millions) December 31 1993 1992 1991
...................................................................................................
Commercial paper(a) $ - $ - $ 10
Credit agreements and other borrowings(b) 1 47 69
--------- --------- ---------
Total $ 1 $ 47 $ 79
Average interest rate at end of year 3.6% 4.5% 5.5%
...................................................................................................
Maximum aggregate amount at any month-end $ 266 $ 304 $ 566
Weighted daily average:
Borrowing $ 80 $ 117 $ 197
Interest rate(c) 3.8% 4.1% 6.5%
...................................................................................................
(a) Commercial paper outstanding at December 31, 1992, and
substantially all of the balance outstanding at December
31, 1991, were supported by long-term credit arrangements
and were classified as long-term debt (Note 14, page
U-19).
(b) USX had short-term credit agreements totaling $175
million at December 31, 1993. These agreements are with
two banks, with interest based on their prime rate or
London Interbank Offered Rate (LIBOR), and carry a
commitment fee of 3/8%. Certain other banks provide
short-term lines of credit totaling $185 million which
require maintenance of compensating balances of 3%. No
amounts were outstanding under these agreements at
December 31, 1993.
(c) Computed by relating interest expense to average daily
borrowing.
U-18
78
14. LONG-TERM DEBT
Interest December 31
(In millions) Rates -- % Maturity 1993 1992
...................................................................................................................
USX Corporation:
Revolving credit/term loan agreements(a) 4.32 1995 $ 500 $ 1,000
Commercial paper(a) -- 373
Senior Notes 9 7/20 1996 100 371
Notes payable 6 3/8 - 9 4/5 1994 - 2023 2,120 1,330
Foreign currency obligations(b) 8 3/8 - 8 7/10 1995 - 1998 210 210
Zero Coupon Convertible Senior Debentures(c) 7 7/8 2005 378 349
Convertible Subordinated Debentures(d) 5 3/4 1996 - 2001 214 214
Convertible Subordinated Debentures(e) 7 1997 - 2017 238 238
Obligations relating to Industrial Development and
Environmental Improvement Bonds and Notes(f) 2 9/16 - 7 5/8 1994 - 2013 487 489
All other obligations, including sale-leaseback
financing and capital leases 1994 - 2012 118 143
Consolidated subsidiaries:
Guaranteed Notes(a) 9 1/2 1994 699 776
Guaranteed Notes(g) 9 3/4 1999 161 161
Guaranteed Notes(h) 2002 77 --
Guaranteed Loan(i) 9 1/20 1996 - 2006 300 300
Notes payable 5 1/8 - 8 5/8 1994 - 2001 135 161
Sinking Fund Debentures 8 1/2 1994 - 2006 236 236
All other obligations, including capital leases 1994 - 2009 26 29
------- -------
Total (j)(k)(l) 5,999 6,380
Less unamortized discount 76 78
Less amount due within one year(a) 35 334
------- -------
Long-term debt due after one year $ 5,888 $ 5,968
...................................................................................................................
(a) An agreement which terminates in October 1995 provides for
borrowing under a $1,000 million revolving credit
facility and a $500 million term loan. A second agreement
provides for a $500 million revolving credit facility with
a second revolving credit period terminating on July 1,
1994, unless otherwise extended; any participating bank
failing to extend the revolving credit period has an
obligation, upon the demand of USX, to fund a term loan
which would be payable in October 1995. Interest is based
on defined short-term market rates. During the term of
these agreements, USX is obligated to pay a commitment fee
of 3/8% on the unused portions. At December 31, 1993, the
unused and available credit was $1,500 million;
accordingly, the 9 1/2% Guaranteed Notes due 1994 have been
classified as long-term debt.
(b) Foreign currency exchange agreements were executed in
connection with these foreign currency obligations,
which effectively fixed the amount of interest and debt in
U.S. dollars, thereby eliminating currency exchange risks.
(c) The Zero Coupon Convertible Senior Debentures have a
principal at maturity of $920 million. The original
issue discount is being amortized recognizing a yield to
maturity of 7 7/8% per annum. The carrying value represents
the principal at maturity less the unamortized discount.
Each debenture of $1,000 principal at maturity is
convertible into a unit consisting of 8.207 shares of
Marathon Stock and 1.6414 shares of Steel Stock subject to
adjustment or, at the election of USX, cash equal to the
market value of the unit. At the option of the holder, USX
will purchase debentures at the carrying value of $430
million and $625 million on August 9, 1995, and August 9,
2000, respectively; USX may elect to pay the purchase price
in cash, shares of both common stocks or notes. USX may
call the debentures for redemption at the issue price plus
amortized discount beginning on August 9, 1995, or earlier
if the market value of one share of Marathon Stock and
one-fifth of a share of Steel Stock equals or exceeds
$57.375 for 20 out of 30 consecutive trading days.
(d) The debentures are convertible into one share of Marathon
Stock and one-fifth of a share of Steel Stock subject to
adjustment for $62.75 and are redeemable at USX's option.
Sinking fund requirements for all years through 1995 have
been satisfied through repurchases.
(e) The debentures are convertible into one share of Marathon
Stock and one-fifth of a share of Steel Stock subject to
adjustment for $38.125 and may be redeemed by USX. The
sinking fund begins in 1997.
(f) At December 31, 1993, USX had outstanding obligations
relating to short-term maturity Environmental Improvement
Bonds in the amount of $203 million, which were supported
by long-term credit arrangements.
(g) The notes may be redeemed at par by USX on or after March
1, 1996.
(h) The notes pay interest monthly at 9 3/4% per annum until
March 1, 1994, and at 7% per annum thereafter.
(i) The guaranteed loan was used to fund a portion of the
costs in connection with the development of the East
Brae Field and the SAGE pipeline in the North Sea. A
portion of proceeds from a long-term gas sales contract is
dedicated to loan service under certain circumstances.
Prepayment of the loan may be required under certain
situations, including events impairing the security
interest.
(j) Required payments of long-term debt for the years 1995-
1998 are $595 million, $349 million, $233 million and
$509 million, respectively.
(k) In the event of a change in control of USX, as defined in
the related agreements, debt obligations totaling $3,795
million may be declared immediately due and payable. The
principal obligations subject to such a provision are
Revolving credit/term loan agreements -- $500 million;
Senior Notes -- $100 million; Notes payable -- $2,098
million; Zero Coupon Convertible Senior Debentures -- $378
million; Guaranteed Loan -- $300 million; and 9 3/4%
Guaranteed Notes -- $161 million. In such event, USX may
also be required to either repurchase the leased Fairfield
slab caster for $116 million or provide a letter of credit
to secure the remaining obligation.
(l) At December 31, 1993, $82 million of 4 5/8% Sinking Fund
Subordinated Debentures due 1996, which have been
extinguished by placing securities into an irrevocable
trust, were still outstanding.
U-19
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15. PROPERTY, PLANT AND EQUIPMENT
(In millions) December 31 1993 1992
.................................................................................................................
Marathon Group $ 15,891 $ 15,730
U. S. Steel Group 8,637 8,842
Delhi Group 1,013 992
--------- ---------
Total 25,541 25,564
Less accumulated depreciation, depletion and amortization 13,938 13,805
--------- ---------
Net $ 11,603 $ 11,759
.................................................................................................................
Property, plant and equipment included gross assets
acquired under capital leases (including sale-leasebacks
accounted for as financings) of $156 million at December 31,
1993, and $164 million at December 31, 1992; related amounts
included in accumulated depreciation, depletion and
amortization were $73 million and $66 million, respectively.
16. LEASES
Future minimum commitments for capital leases (including
sale-leasebacks accounted for as financings) and for operating
leases having remaining noncancelable lease terms in excess of
one year are as follows:
Capital Operating
(In millions) Leases Leases
.................................................................................................................
1994 $ 15 $ 174
1995 15 148
1996 15 118
1997 15 97
1998 14 175
Later years 194 450
Sublease rentals -- (27)
--------- ---------
Total minimum lease payments $ 268 $ 1,135
=========
---------
Less imputed interest costs 126
---------
Present value of net minimum lease payments
included in long-term debt $ 142
.................................................................................................................
Operating lease rental expense:
(In millions) 1993 1992 1991
.................................................................................................................
Minimum rental $ 208 $ 225 $ 238
Contingent rental 52 45 45
Sublease rentals (9) (10) (9)
--------- --------- ---------
Net rental expense $ 251 $ 260 $ 274
.................................................................................................................
USX leases a wide variety of facilities and equipment
under operating leases, including land and building space,
office equipment, production facilities and transportation
equipment. Contingent rental includes payments based on
facility production and operating expense escalation on
building space. Most long-term leases include renewal options
and, in certain leases, purchase options. In the event of a
change in control of USX, as defined in the agreements, or
certain other circumstances, lease obligations totaling $196
million may be declared immediately due and payable.
U-20
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17. INVENTORIES
(In millions) December 31 1993 1992
.................................................................................................................
Raw materials $ 637 $ 743
Semi-finished products 329 273
Finished products 921 936
Supplies and sundry items 178 176
--------- ---------
Total (at cost) 2,065 2,128
Less inventory market valuation reserve 439 198
--------- ---------
Net inventory carrying value $ 1,626 $ 1,930
.................................................................................................................
At December 31, 1993, and December 31, 1992, the LIFO
method accounted for 87% and 91%, respectively, of total
inventory value. Current acquisition costs were estimated to
exceed the above inventory values at December 31 by
approximately $340 million and $390 million in 1993 and 1992,
respectively.
Cost of sales was reduced and operating income was
increased by $11 million, $24 million and $36 million in 1993,
1992 and 1991, respectively, as a result of liquidations of
LIFO inventories.
The inventory market valuation reserve reflects the extent
that the recorded cost of crude oil and refined products
inventories exceeds net realizable value. The reserve is
decreased to reflect increases in market prices and inventory
turnover and increased to reflect decreases in market prices.
Changes in the inventory market valuation reserve resulted in
charges (credits) to operating income of $241 million, $(62)
million and $260 million in 1993, 1992 and 1991, respectively.
18. SUPPLEMENTAL CASH FLOW INFORMATION
(In millions) 1993 1992 1991
.................................................................................................................
CASH (USED IN) OPERATING ACTIVITIES INCLUDED:
Interest and other financial costs paid
(net of amount capitalized) $ (501) $ (404) $ (448)
Income taxes paid (78) (60) (141)
.................................................................................................................
COMMERCIAL PAPER AND REVOLVING CREDIT
ARRANGEMENTS -- NET:
Commercial paper -- issued $ 2,229 $ 2,412 $ 3,956
-- repayments (2,598) (2,160) (4,012)
Credit agreements -- borrowings 1,782 6,684 5,717
-- repayments (2,282) (7,484) (5,492)
Other credit arrangements -- net (45) (22) 7
--------- --------- ---------
Total $ (914) $ (570) $ 176
.................................................................................................................
NONCASH INVESTING AND FINANCING ACTIVITIES:
Common stock issued for dividend reinvestment
and employee stock option plans $ 26 $ 86 $ 18
Capital lease obligations -- 22 --
Disposal of assets -- notes received 9 12 --
-- liabilities assumed by buyers 47 -- --
Debt exchanged for debt 77 -- --
.................................................................................................................
19. PREFERRED STOCK
USX is authorized to issue 40,000,000 shares of preferred
stock, without par value. The following series were
outstanding as of December 31, 1993:
ADJUSTABLE RATE CUMULATIVE PREFERRED STOCK -- As of December
31, 1993, a total of 2,099,970 shares (stated value $50 per
share) were outstanding. Dividend rates vary within a range of
7-1/2% to 15-3/4% per annum in accordance with a formula based
on various U.S. Treasury security rates. In 1993, dividend
rates on an annualized basis ranged from 7.5% to 8.15%. This
stock is redeemable, at USX's sole option, at a price of $50
per share.
6.50% CUMULATIVE CONVERTIBLE PREFERRED STOCK (6.50%
CONVERTIBLE PREFERRED STOCK) -- As of December 31, 1993,
6,900,000 shares (stated value of $1.00 per share; liquidation
preference of $50.00 per share) were outstanding. The 6.50%
Convertible Preferred Stock is convertible at any time, at the
option of the holder, into shares of Steel Stock at a
conversion price of $46.125 per share of Steel Stock, subject
to adjustment in certain circumstances. On and after April 1,
1996, this stock is redeemable at USX's sole option, at a
price of $52.275 per share, and thereafter at prices declining
annually on each April 1 to an amount equal to $50.00 per
share on and after April 1, 2003.
U-21
81
20. STOCK PLANS
The 1990 Stock Plan (1990 Plan) and its predecessor plans were
amended in 1991 to reflect the distribution of Steel Stock and
change of USX common stock into Marathon Stock and in 1992 to
reflect the issuance of Delhi Stock. Each option or stock
appreciation right outstanding on May 6, 1991, was converted
into two awards: one for the same number of shares of Marathon
Stock and the other for one-fifth of that number of shares of
Steel Stock, separately exercisable at prices based on the
former exercise price apportioned on the basis of the fair
market value of the two stocks on May 7, 1991. No adjustment
of previously granted options or stock appreciation rights was
made to reflect the authorization or the issuance of Delhi
Stock.
The 1990 Plan authorizes the Compensation Committee of
the Board of Directors to grant the following awards to key
management employees; no further options will be granted under
the predecessor plans.
OPTIONS -- the right to purchase shares of Marathon Stock,
Steel Stock or Delhi Stock at not less than 100 percent of
the fair market value of the stock at date of grant.
STOCK APPRECIATION RIGHTS -- the right to receive cash
and/or common stock equal to the excess of the fair market
value of a share of common stock, as determined in
accordance with the plan, over the fair market value of a
share on the date the right was granted for a specified
number of shares.
RESTRICTED STOCK -- stock for no cash consideration or for
such other consideration as determined by the Compensation
Committee, subject to provisions for forfeiture and
restricting transfer. Restriction may be removed as
conditions such as performance, continuous service and other
criteria are met.
Such employees are generally granted awards of the
class of common stock intended to reflect the performance of
the group in which they work. Up to .5 percent of the
outstanding Marathon Stock and .8 percent of each of the
outstanding Steel Stock and Delhi Stock, as determined on
December 31 of the preceding year, are available for grants
during each calendar year the 1990 Plan is in effect. In
addition, awarded shares that do not result in shares being
issued are available for subsequent grant in the same year,
and any ungranted shares from prior years' annual allocations
are available for subsequent grant during the years the 1990
Plan is in effect. As of December 31, 1993, 3,984,949 Marathon
Stock shares, 1,246,329 Steel Stock shares and 74,307 Delhi
Stock shares were available for grants in 1994.
The following table presents a summary of option and
stock appreciation right transactions:
Marathon Stock Steel Stock Delhi Stock
-------------- ----------- -----------
Shares Price Shares Price Shares Price
............................................................................................................
Balance May 6, 1991 4,519,007 $16.57--32.22 903,801 $13.60--26.46 -- $ --
Granted 333,025 25.38 188,275 24.00 -- --
Exercised (427,589) 17.67--29.88 (251,162) 14.77--24.97 -- --
Canceled (161,208) 22.35--32.22 (4,236) 15.82--26.46 -- --
---------- ------------- -------- ------------- ------ ----------
Balance December 31, 1991 4,263,235 $16.57--32.22 836,678 $13.60--26.46 -- $ --
Granted 441,775 23.44 282,225 25.44 42,100 16.88
Exercised (41,376) 17.67--29.88 (426,569) 13.60--25.44 -- --
Canceled (272,297) 17.67--29.88 (49,452) 14.77--25.44 -- --
---------- ------------- -------- ------------- ------- ----------
Balance December 31, 1992 4,391,337 $16.57--32.22 642,882 $13.60--26.46 42,100 $ 16.88
Granted 784,425 18.63 303,475 44.19 76,900 20.00
Exercised (1,500) 17.67--29.88 (535,878) 13.60--26.46 -- --
Canceled (265,658) 17.67--32.22 (4,923) 14.77--44.19 -- --
---------- ------------- -------- ------------- ------- ------
Balance December 31, 1993(a) 4,908,604 $16.57--32.22 405,556 $13.60--44.19 119,000 $16.88--20.00
...................................................................................................................
(a) Virtually all outstanding options and stock appreciation
rights are exercisable.
Deferred compensation is charged to stockholders' equity
when the restricted stock is granted and is expensed over the
balance of the vesting period if conditions of the restricted
stock grant are met. The following table presents a summary of
restricted stock transactions:
Marathon Stock Shares(b) Steel Stock Shares(b) Delhi Stock Shares
------------------------ --------------------- ------------------
1993 1992 1991 1993 1992 1991 1993
...................................................................................................................
Balance January 1 227,050 309,075 401,550 71,050 85,305 80,310 --
Granted 7,915 8,025 20,425 7,145 6,075 27,575 3,000
Earned (63,364) (80,950) (99,800) (22,812) (18,510) (19,960) --
Canceled (21,300) (9,100) (13,100) (4,580) (1,820) (2,620) --
------- ------- ------- ------- ------- ------- -----
Balance December 31 150,301 227,050 309,075 50,803 71,050 85,305 3,000
...................................................................................................................
(b) Outstanding shares of USX common stock subject to
restricted stock grants at May 6, 1991, were treated in an
identical manner as other outstanding shares of such
common stock.
U-22
82
21. DIVIDENDS
In accordance with the USX Certificate of Incorporation,
dividends on the Marathon Stock, Steel Stock and Delhi Stock
are limited to the legally available funds of USX. Net losses
of the Marathon Group, the U. S. Steel Group or the Delhi
Group as well as dividends or distributions on any class of
USX common stock or series of preferred stock and repurchases
of any class of USX common stock or certain series of
Preferred Stock, will reduce the funds of USX legally
available for payment of dividends on all classes of USX
common stock. Subject to this limitation, the Board of
Directors intends to declare and pay dividends on the Marathon
Stock, Steel Stock and Delhi Stock based on the financial
condition and results of operations of the related group,
although it has no obligation under Delaware Law to do so. In
making its dividend decisions with respect to each of the
Marathon Stock, Steel Stock and Delhi Stock, the Board of
Directors considers, among other things, the long-term
earnings and cash flow capabilities of the related group as
well as the dividend policies of similar publicly traded
companies.
Dividends on the Steel Stock and Delhi Stock are further
limited to the Available Steel Dividend Amount and the
Available Delhi Dividend Amount, respectively. At December 31,
1993, the Available Steel Dividend Amount was at least $1.849
billion, and the Available Delhi Dividend Amount was at least
$125 million. The Available Steel Dividend Amount and
Available Delhi Dividend Amount, respectively, will be
increased or decreased, as appropriate, to reflect the
respective group's separately reported net income, dividends,
repurchases or issuances with respect to the related class of
common stock and preferred stock attributed to the respective
groups and certain other items.
The initial dividends on the Marathon Stock and Steel Stock
were paid September 10, 1991. Dividends paid by USX prior to
that date were attributed to the Marathon Group and the U. S.
Steel Group based upon the relationship of the initial
dividends on the Marathon Stock and Steel Stock.
22. NET INCOME PER COMMON SHARE
Net income (loss) per share amounts are presented for the
Marathon Stock and Steel Stock to reflect the distribution of
the Steel Stock and change of USX common stock into Marathon
Stock effective at the close of business on May 6, 1991. For
purposes of computing net income (loss) per share data for
periods prior to May 7, 1991, the numbers of Marathon Stock
shares are assumed to be the same as the corresponding numbers
of shares of USX common stock, while the numbers of Steel
Stock shares are assumed to be one-fifth of the corresponding
numbers of shares of USX common stock.
The method of calculating net income (loss) per share for
the Marathon Stock, Steel Stock and Delhi Stock reflects the
USX Board of Directors' intent that the separately reported
earnings and surplus of the Marathon Group, the U. S. Steel
Group and the Delhi Group, as determined consistent with the
USX Certificate of Incorporation, are available for payment of
dividends to the respective classes of stock, although legally
available funds and liquidation preferences of these classes
of stock do not necessarily correspond with these amounts. The
financial statements of the Marathon Group, the U. S. Steel
Group and the Delhi Group, taken together, include all
accounts which comprise the corresponding consolidated
financial statements of USX.
The USX Board of Directors initially deemed 14,000,000
shares of Delhi Stock to represent 100% of the common
stockholders' equity value of USX attributable to the Delhi
Group. The Delhi Fraction is the percentage interest in the
Delhi Group represented by the shares of Delhi Stock that are
outstanding at any particular time and, based on 9,282,870
outstanding shares at December 31, 1993, is approximately 66%.
The Marathon Group financial statements reflect a percentage
interest in the Delhi Group of approximately 34% (Retained
Interest) at December 31, 1993. Income per share applicable
to outstanding Delhi Stock is presented for the periods
subsequent to the October 2, 1992, initial issuance of Delhi
Stock.
Primary net income (loss) per share is calculated by
adjusting net income (loss) for dividend requirements of
preferred stock and, in the case of Delhi Stock, for the
income applicable to the Retained Interest; and is based on
the weighted average number of common shares outstanding plus
common stock equivalents, provided they are not antidilutive.
Common stock equivalents result from assumed exercise of stock
options and surrender of stock appreciation rights associated
with stock options where applicable.
Fully diluted net income (loss) per share assumes
conversion of convertible securities for the applicable
periods outstanding and assumes exercise of stock options and
surrender of stock appreciation rights, provided, in each
case, the effect is not antidilutive.
U-23
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23. FOREIGN CURRENCY TRANSLATION
Exchange adjustments resulting from foreign currency
transactions generally are recognized in income, whereas
adjustments resulting from translation of financial statements
are reflected as a separate component of stockholders' equity.
For 1993, 1992 and 1991, respectively, the aggregate foreign
currency transaction gains (losses) included in determining
net income were $(3) million, $14 million and $(3) million. An
analysis of changes in cumulative foreign currency translation
adjustments follows:
(In millions) 1993 1992 1991
------------- ---- ---- ----
Cumulative foreign currency translation adjustments at January 1 $ (8) $ (7) $ (6)
Aggregate adjustments for the year:
Foreign currency translation adjustments -- (5) (1)
Amount related to disposition of investments 1 4 --
-------- -------- --------
Cumulative foreign currency adjustments at December 31 $ (7) $ (8) $ (7)
-------- -------- --------
24. STOCKHOLDER RIGHTS PLAN
USX's Board of Directors has adopted a Stockholder Rights Plan
and declared a dividend distribution of one right for each
outstanding share of Marathon Stock, Steel Stock and Delhi
Stock referred to together as "Voting Stock." Each right
becomes exercisable, at a price of $120, when any person or
group has acquired, obtained the right to acquire or made a
tender or exchange offer for 15 percent or more of the total
voting power of the Voting Stock, except pursuant to a
qualifying all-cash tender offer for all outstanding shares of
Voting Stock, which is accepted with respect to shares of
Voting Stock representing a majority of the voting power other
than Voting Stock beneficially owned by the offeror. Each
right entitles the holder, other than the acquiring person or
group, to purchase one one-hundredth of a share of Series A
Junior Preferred Stock or, upon the acquisition by any person
of 15 percent or more of the total voting power of the Voting
Stock, Marathon Stock, Steel Stock or Delhi Stock (as the case
may be) or other property having a market value of twice the
exercise price. After the rights become exercisable, if USX is
acquired in a merger or other business combination where it is
not the survivor, or if 50 percent or more of USX's assets,
earnings power or cash flow are sold or transferred, each
right entitles the holder to purchase common stock of the
acquiring entity having a market value of twice the exercise
price. The rights and exercise price are subject to
adjustment, and the rights expire on October 9, 1999, or may
be redeemed by USX for one cent per right at any time prior to
the point they become exercisable. Under certain
circumstances, the Board of Directors has the option to
exchange one share of the respective class of Voting Stock for
each exercisable right.
25. CONTINGENCIES AND COMMITMENTS
USX is the subject of, or party to, a number of pending or
threatened legal actions, contingencies and commitments
involving a variety of matters, including laws and regulations
relating to the environment. Certain of these matters are
discussed below. The ultimate resolution of these
contingencies could, individually or in the aggregate, be
material to the consolidated financial statements. However,
management believes that USX will remain a viable and
competitive enterprise even though it is possible that these
contingencies could be resolved unfavorably.
LEGAL PROCEEDINGS --
B&LE litigation; MDL-587
On January 24, 1994, the U.S. Supreme Court denied a
petition for Writ of Certiorari by the B&LE in the Lower
Lake Erie Iron Ore Antitrust Litigation (MDL-587).
As a result, the decision of the U.S. Court of Appeals for the
Third Circuit affirming judgments of approximately $498
million, plus interest, relating to antitrust violations by
the B&LE was permitted to stand. In addition, the Third Circuit
decision remanded the claims of two plaintiffs for retrial of
their damage awards. At trial these plaintiffs asserted claims
of approximately $8 million, but were awarded only nominal
damages by the jury. A new trial date has not been set. Any
damages awarded in a new trial may be more or less than
$8 million and would be subject to trebling.
The B&LE was a wholly owned subsidiary of USX throughout the
period the conduct occurred. It is now a subsidiary of Transtar
in which USX has a 45% equity interest. These actions were
excluded liabilities in the sale of USX's transportation units
in 1988, and USX is obligated to reimburse Transtar for
judgments paid by the B&LE.
Following the Court of Appeals decision, USX, which had
previously accrued $90 million on a pretax basis for this
litigation, charged an additional amount of $619 million on a
pretax basis in the second quarter of 1993. In late 1993, USX
and LTV Steel Corp. ("LTV"), one of the plaintiffs in MDL-587,
agreed to settle all of LTV's claims in that action for $375
million. USX made a payment of $200 million on December 29,
1993, and is obligated to pay an additional $175 million not
later than February 28, 1994. Claims of three additional
plaintiffs were also settled in December 1993.
These settlements resulted in a pretax credit of $127 million
in the fourth quarter financial results of the U.S. Steel
Group. As a result of the denial of the Petition for Writ
of Certiorari, judgments for the other MDL-587 plaintiffs
(other than the two remanded for retrial), totaling
approximately $210 million, including postjudgment interest,
are due for payment in the first quarter of 1994.
U-24
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25. CONTINGENCIES AND COMMITMENTS (CONTINUED)
B&LE litigation; Armco
In June 1990, following judgments entered on behalf of
steel company plaintiffs in MDL-587, Armco Steel filed federal
antitrust claims against the B&LE and other railroads in the
Federal District Court for the District of Columbia. B&LE
successfully challenged the actions for lack of jurisdiction
and venue, and the case was transferred to the Federal
District Court for the Northern District of Ohio. Other
defendant railroads settled with Armco, leaving B&LE as the
only remaining defendant. On April7, 1993, B&LE's motion to
dismiss the federal antitrust claims on grounds of statute of
limitations was granted. Subsequently, Armco refiled its
claims under the Ohio Valentine Act. B&LE's motions for
summary judgment on time bar issues and for change of venue
are pending, and not yet fully briefed. No discovery has been
taken on the merits of Armco's claims, but if Armco survives
the present and possibly further pretrial motions and the case
proceeds to trial on the merits, Armco's claimed damages are
likely to be substantial. Unlike MDL-587, it is USX's position
that the Armco case was not an excluded liability in the sale
of USX's transportation units to Transtar in 1988, and that
USX therefore is not obligated to reimburse Transtar for any
judgments rendered in the Armco case; however, this position
is being disputed by Transtar and The Blackstone Group, the
ultimate owner of 52% of Transtar's outstanding shares.
Energy Buyers litigation
On December 21, 1992, an arbitrator issued an award for
approximately $117 million, plus interest under Ohio law,
against USX in Energy Buyers Service Corporation v. USX, a
case originally filed in the District Court of Harris County,
Texas. Such amount was fully accrued as of December 31, 1992.
On December 15, 1993, USX agreed to settle all claims in the
case for $95 million and deferrred payments of up to $9
million.
Pickering litigation
On November 3, 1992, the United States District Court for
the District of Utah Central Division issued a Memorandum
Opinion and Order in Pickering v. USX relating to pension and
compensation claims by approximately 1,900 employees of USX's
former Geneva (Utah) Works. Although the court dismissed a
number of the claims by the plaintiffs, it found that USX had
violated the Employee Retirement Income Security Act by
interfering with the accrual of pension benefits of certain
employees and amending a benefit plan to reduce the accrual of
future benefits without proper notice to plan participants.
Further proceedings were held to determine damages and,
pending the court's determinations, USX may appeal.
Plaintiffs' counsel has been reported as estimating
plaintiffs' anticipated recovery to be in excess of $100
million. USX believes actual damages will be substantially
less than plaintiffs' estimates.
ENVIRONMENTAL MATTERS --
USX is subject to federal, state, local and foreign laws
and regulations relating to the environment. These laws
generally provide for control of pollutants released into the
environment and require responsible parties to undertake
remediation of hazardous waste disposal sites. Penalties may
be imposed for noncompliance. USX provides for remediation
costs and penalties when the responsibility to remediate is
probable and the amount of associated costs is reasonably
determinable. Generally, the timing of these accruals
coincides with completion of a feasibility study or the
commitment to a formal plan of action. At December 31, 1993,
and 1992, accrued liabilities for remediation, platform
abandonment and mine reclamation totaled $312 million and $280
million, respectively. It is not presently possible to
estimate the ultimate amount of all remediation costs that
might be incurred or the penalties that may be imposed.
For a number of years, USX has made substantial capital
expenditures to bring existing facilities into compliance with
various laws relating to the environment. In 1993 and 1992,
such capital expenditures totaled $181 million and $294
million, respectively. USX anticipates making additional such
expenditures in the future; however, the exact amounts and
timing of such expenditures are uncertain because of the
continuing evolution of specific regulatory requirements.
LIBYAN OPERATIONS --
By reason of Executive Orders and related regulations
under which the U.S. Government is continuing economic
sanctions against Libya, USX was required to discontinue
performing its Libyan petroleum contracts on June 30, 1986. In
June 1989, the Department of the Treasury authorized USX to
resume performing under those contracts. Pursuant to that
authorization, USX has engaged the Libyan National Oil Company
and the Secretary of Petroleum in continuing negotiations to
determine when and on what basis they are willing to allow USX
to resume realizing revenue from USX's investment of $108
million in Libya. USX is uncertain when these negotiations can
be completed or how the negotiations will be affected by the
United Nations sanctions against Libya.
GUARANTEES --
Guarantees by USX of the liabilities of affiliated and
other entities totaled $227 million at December31, 1993, and
$258 million at December 31, 1992. In the event that any
defaults of guaranteed liabilities occur, USX has access to
its interest in the assets of most of the affiliates to reduce
losses resulting from these guarantees. As of December 31,
1993, the largest guarantee for a single affiliate was $96
million.
U-25
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25. CONTINGENCIES AND COMMITMENTS (CONTINUED)
At December 31, 1993, and December 31, 1992, USX's pro
rata share of obligations of LOOP INC. and various pipeline
affiliates secured by throughput and deficiency agreements
totaled $206 million and $216 million, respectively. Under the
agreements, USX is required to advance funds if the affiliates
are unable to service debt. Any such advances are prepayments
of future transportation charges.
COMMITMENTS --
At December 31, 1993, and December 31, 1992, contract
commitments for capital expenditures for property, plant and
equipment totaled $389 million and $423 million, respectively.
USX has entered into a 15-year take-or-pay arrangement
which requires USX to accept pulverized coal each month or pay
a minimum monthly charge. In 1993, charges for deliveries of
pulverized coal which began in 1993 totaled $14 million. In
the future, USX will be obligated to make minimum payments of
approximately $16 million per year. If USX elects to terminate
the contract early, a maximum termination payment of $126
million, which declines over the duration of the agreement,
may be required.
USX is a party to a transportation agreement with Transtar
for Great Lakes shipments of raw materials required by steel
operations. The agreement cannot be canceled until 1999 and
requires USX to pay, at a minimum, Transtar's annual fixed
costs related to the agreement, including lease/charter costs,
depreciation of owned vessels, dry dock fees and other
administrative costs. Total transportation costs under the
agreement were $68 million in 1993 and $66 million in 1992,
including fixed costs of $21 million in each year. The fixed
costs are expected to continue at approximately the same level
over the duration of the agreement.
26. FAIR VALUE OF FINANCIAL INSTRUMENTS
Fair value of the financial instruments disclosed herein is
not necessarily representative of the amount that could be
realized or settled, nor does the fair value amount consider
the tax consequences of realization or settlement. The
following table summarizes financial instruments by individual
balance sheet account:
1993 1992
---------------------- -------------------
Carrying Fair Carrying Fair
(In millions) December 31 Amount Value Amount Value
...................................................................................................................
Financial assets:
Cash and cash equivalents $ 268 $ 268 $ 57 $ 57
Receivables 932 932 924 924
Long-term receivables and other investments 166 200 166 364(a)
-------- -------- -------- --------
Total financial assets $ 1,366 $ 1,400 $ 1,147 $ 1,345
======== ======== ======== ========
FINANCIAL LIABILITIES:
Notes payable $ 1 $ 1 $ 47 $ 47
Accounts payable 2,237 2,237 2,099 2,099
Accrued interest 142 142 129 129
Long-term debt (including amounts due
within one year) 5,781 5,939 6,156 6,242
-------- -------- -------- --------
Total financial liabilities $ 8,161 $ 8,319 $ 8,431 $ 8,517
...................................................................................................................
(a) The difference between carrying value and fair value
principally represented the subordinated note related to
the earlier sale of the majority interest in Transtar
which was carried at no value due to the highly leveraged
nature of the transaction. The note was paid in full in
1993 resulting in other income of $70 million and interest
income of $37 million (Note 3, page U-11).
Fair value of financial instruments classified as
current assets or liabilities approximate carrying value due
to the short-term maturity of the instruments. Fair value of
long-term receivables and other investments was based on
discounted cash flows or other specific instrument analysis.
Fair value of long-term debt instruments was based on market
prices where available or current borrowing rates available
for financings with similar terms and maturities.
USX's unrecognized financial instruments consist of
receivables sold subject to limited recourse, commitments to
extend credit, financial guarantees, and commodity swaps. It
is not practicable to estimate the fair value of these forms
of financial instrument obligations. For details relating to
sales of receivables and commitments to extend credit see Note
12, page U-18. For details relating to financial guarantees
see Note 25, page U-25. The contract value of open natural gas
commodity swaps, as of December 31, 1993 and December 31, 1992
totaled $92 million and $13 million, respectively. The swap
arrangements vary in duration with certain individual
contracts extending into early 1996.
27. SUBSEQUENT EVENT
On February 2, 1994, USX sold 5,000,000 shares of Steel Stock
to the public for net proceeds of $201 million, which will be
reflected in their entirety in the U. S. Steel Group financial
statements.
U-26
86
Selected Quarterly Financial Data (Unaudited)
1993 1992
------------------------------------------------- ----------------------------------------
(In millions except per share data) 4th Qtr. 3rd Qtr. 2nd Qtr. 1st Qtr. 4th Qtr. 3rd Qtr. 2nd Qtr. 1st Qtr.
....................................................................................................................................
Sales $4,604 $4,533 $4,647 $4,280 $4,575 $4,650 $4,482 $4,106
Operating income (loss) 28 158(a) (288)(a) 158(a) (385)(b) 97 221 137
Operating costs include:
B&LE litigation charge
(credit) (96) -- 438 -- -- -- -- --
Inventory market valuation
charges (credits) 187 30 47 (23) 98 (38) (98) (24)
Restructuring charges 42 -- -- -- 10 -- 115 --
Total income (loss) before
cumulative effect of changes
in accounting principles 37 63(a) (314)(a) 47(a) (343) (4) 183 4
NET INCOME (LOSS) 37 63(a) (314)(a) (45)(a) (343) (4) 183 (1,662)
....................................................................................................................................
(a) Restated to reflect fourth quarter implementation of SFAS No. 112 and EITF
No. 93-14 (Note 1, page U-10). Operating income was reduced $5 million and
total income before cumulative effect of changes in accounting principles
(total income) was reduced $3 million in each of the first three quarters
of 1993. In addition, the first quarter net income was reduced $95 million
including the cumulative effect of the changes in accounting principles
as of January 1, 1993.
(b) Reflects a decrease of $13 million for reclassifications with no effect on
net income.
1993 1992
------------------------------------------- ---------------------------------------------
(In millions except per share data) 4th Qtr. 3rd Qtr. 2nd Qtr. 1st Qtr. 4th Qtr. 3rd Qtr. 2nd Qtr. 1st Qtr.
....................................................................................................................................
MARATHON STOCK DATA:
Total income (loss) before
cumulative effect of
changes in accounting
principles applicable to
Marathon Stock $ (90) $ 29 $ 20 $ 29 $ (121) $ 22 $ 180 $ 22
-- Per share: primary (.31) .10 .07 .10 (.42) .08 .63 .08
fully diluted (.31) .10 .07 .10 (.42) .08 .62 .08
DIVIDENDS PAID PER SHARE .17 .17 .17 .17 .17 .35 .35 .35
Price range of Marathon Stock(a):
-- Low 16-3/8 16-1/2 16-5/8 16-3/8 15-3/4 17-3/4 19-3/8 20
-- High 20-5/8 20-3/8 20-1/8 20-3/8 18-7/8 22-3/4 24 24-3/4
....................................................................................................................................
(a) Composite tape.
1993 1992
------------------------------------------------- -------------------------------------------
(In millions except per share data) 4th Qtr. 3rd Qtr. 2nd Qtr. 1st Qtr. 4th Qtr. 3rd Qtr. 2nd Qtr. 1st Qtr.
....................................................................................................................................
STEEL STOCK DATA:
Total income (loss) before
cumulative effect of
changes in accounting
principles applicable to
Steel Stock $ 119 $ 26(a) $ (343)(a) $ 8(a) $ (226) $ (29) $ 1 $ (20)
--Per share: primary 1.67 .41(a) (5.71)(a) .13(a) (3.80) (.48) .03 (.41)
fully diluted 1.53 .41(a) (5.71)(a) .13(a) (3.80) (.48) .03 (.41)
DIVIDENDS PAID PER SHARE .25 .25 .25 .25 .25 .25 .25 .25
Price range of Steel Stock(b):
--Low 30-3/8 27-1/2 35-1/2 31-1/2 22-1/8 24 22-1/4 23-5/8
--High 43-3/8 40-3/4 46 41-1/2 34-3/8 30-3/8 29 29-3/4
....................................................................................................................................
(a) In conjunction with the restatement discussed above, total income was
reduced $3 million in each of the first three quarters of 1993. Total income
per share was reduced $.05 in the first and second quarters and $.03 in the
third quarter of 1993.
(b) Composite tape.
U-27
87
Selected Quarterly Financial Data (Unaudited) (continued)
1993 1992
-------------------------------------------------- ------------
(In millions except per share data) 4th Qtr. 3rd Qtr. 2nd Qtr. 1st Qtr. 4th Qtr.(a)
......................................................................................................
DELHI STOCK DATA:
Total income before
cumulative effect of
change in accounting
principle applicable to
Delhi Stock $ 2 $ (1) $ 1 $ 6 $ 2
--Per share: primary
and fully diluted .15 (.05) .15 .62 .22
DIVIDENDS PAID PER SHARE .05 .05 .05 .05 .05
Price range of Delhi Stock(b):
--Low 15 18-3/4 16-1/2 15-1/4 13-1/2
--High 24 24-3/4 21-7/8 19-1/4 17-3/4
....................................................................................................................................
(a) Delhi Stock was issued on October 2, 1992.
(b) Composite tape.
Principal Unconsolidated Affiliates (Unaudited)
Company Country % Ownership(a) Activity
....................................................................................................................................
CLAM Petroleum Company Netherlands 50% Oil & Gas Production
Double Eagle Steel Coating Company United States 50% Steel Processing
Laredo-Nueces Pipeline Company United States 50% Natural Gas Transmission
National-Oilwell United States 50% Oilwell Equipment, Supplies
PRO-TEC Coating Company United States 50% Steel Processing
USS/Kobe Steel Company United States 50% Steel Products
USS-POSCO Industries United States 50% Steel Processing
Worthington Specialty Processing United States 50% Steel Processing
Transtar, Inc. United States 45% Transportation
LOCAP INC. United States 37% Pipeline & Storage Facilities
LOOP INC. United States 32% Offshore Oil Port
Kenai LNG Corporation United States 30% Natural Gas Liquification
Ozark Gas Transmission System United States 25% Natural Gas Transmission
....................................................................................................................................
(a) Ownership interest as of December 31, 1993.
Supplementary Information on Mineral Reserves (Unaudited)
MINERAL RESERVES (OTHER THAN OIL AND GAS)
Reserves(a) at December 31 Production
-------------------------- ----------
(Million tons) 1993 1992 1991 1993 1992 1991
....................................................................................................................................
Iron 790.5 804.7 817.7 14.2 14.1 14.9
Coal(b) 945.1 1,265.5 1,273.6 8.9 12.5 10.3
....................................................................................................................................
(a) Commercially recoverable reserves include demonstrated (measured and
indicated) quantities which are expressed in recoverable net product tons.
Coal reserves of 284 million tons for years 1992 and 1991, were included
in the Marathon Group; the remaining coal reserves and all iron reserves,
as well as related production, were included in the U. S. Steel Group.
(b) In 1993, 320 million tons of reserves were sold, including all the
Marathon Group reserves and 36 million tons associated with the Cumberland
coal mine. In 1992, 4 million tons of reserves were added, net of lease
activity.
U-28
88
Supplementary Information on Oil and Gas Producing Activities
(Unaudited)
RESULTS OF OPERATIONS FOR OIL AND GAS PRODUCING ACTIVITIES,
EXCLUDING CORPORATE OVERHEAD AND INTEREST COSTS(a)
United Middle East Other
(In millions) States Europe and Africa International Total
...............................................................................................................
1993: REVENUES:
Sales $ 412 $ 331 $ 73 $ 6 $ 822
Transfers 550 -- 29 17 596
------- ------- ------- ------- -------
Total revenues 962 331 102 23 1,418
Expenses:
Production costs (396) (176) (23) (9) (604)
Exploration expenses (63) (26) (14) (50) (153)
Depreciation, depletion and amortization (345) (127) (52) (8) (532)
------- ------- ------- ------- -------
Total expenses (804) (329) (89) (67) (1,289)
Other income(b) 1 -- -- -- 1
------- ------- ------- ------- -------
Results before income taxes 159 2 13 (44) 130
Income taxes (credits) 57 (3) 7 (13) 48
------- ------- ------- ------- -------
Results of operations $ 102 $ 5 $ 6 $ (31) $ 82
...............................................................................................................
USX's share of equity investee's
operations $ -- $ 3 $ -- $ -- 3
...............................................................................................................
1992: Revenues:
Sales $ 440 $ 436 $ 66 $ 17 $ 959
Transfers 640 -- 25 34 699
------- ------- ------- ------- -------
Total revenues 1,080 436 91 51 1,658
Expenses:
Production costs(c) (298) (205) (16) (19) (538)
Exploration expenses (79) (22) (35) (47) (183)
Depreciation, depletion and amortization (423) (146) (27) (11) (607)
------- ------- ------- ------- -------
Total expenses (800) (373) (78) (77) (1,328)
Other loss(b) (3) -- -- -- (3)
------- ------- ------- ------- -------
Results before income taxes 277 63 13 (26) 327
Income taxes (credits) 93 26 16 (2) 133
------- ------- ------- ------- -------
Results of operations $ 184 $ 37 $ (3) $ (24) $ 194
...............................................................................................................
USX's share of equity investee's
operations $ -- $ 13 $ -- $ -- $ 13
...............................................................................................................
1991: Revenues:
Sales $ 463 $ 553 $ 22 $ 25 $ 1,063
Transfers 731 -- 48 68 847
------- ------- ------- ------- -------
Total revenues 1,194 553 70 93 1,910
Expenses:
Production costs (459) (213) (21) (26) (719)
Exploration expenses (98) (18) (30) (34) (180)
Depreciation, depletion and amortization (474) (171) (23) (23) (691)
------- ------- ------- ------- -------
Total expenses (1,031) (402) (74) (83) (1,590)
Other income(b) 6 -- -- -- 6
------- ------- ------- ------- -------
Results before income taxes 169 151 (4) 10 326
Income taxes 64 67 -- 9 140
------- ------- ------- ------- -------
Results of operations $ 105 $ 84 $ (4) $ 1 $ 186
...............................................................................................................
USX's share of equity investee's
operations $ -- $ 23 $ -- $ -- $ 23
...............................................................................................................
(a) Certain restatement of prior years' data has been made to
conform to 1993 reporting practices. (b) Other income
consisted of gains and losses on sales of oil and gas
producing property. (c) U.S. production costs included a
$119 million refund of prior years' production taxes and
excluded a $115 million restructuring charge relating to
planned disposition of certain domestic exploration and
production properties.
CAPITALIZED COSTS AND ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION
(In millions) December 31 1993 1992
....................................................................................
Capitalized costs:
Proved properties $ 12,117 $ 12,115
Unproved properties 495 445
--------- ---------
Total 12,612 12,560
--------- ---------
Accumulated depreciation, depletion and amortization:
Proved properties 6,080 6,061
Unproved properties 90 86
--------- ---------
Total 6,170 6,147
--------- ---------
Net capitalized costs $ 6,442 $ 6,413
....................................................................................
USX's share of equity investee's net capitalized costs $ 82 $ 85
....................................................................................
U-29
89
Supplementary Information on Oil and Gas Producing Activities
(Unaudited) CONTINUED
COSTS INCURRED FOR PROPERTY ACQUISITION, EXPLORATION AND
DEVELOPMENT -- INCLUDING CAPITAL EXPENDITURES(A)
UNITED MIDDLE EAST OTHER
(IN MILLIONS) STATES EUROPE AND AFRICA INTERNATIONAL TOTAL
..................................................................................................................
1993: Property acquisition: Proved $ 3 $ -- $ -- $ -- $ 3
Unproved 11 -- -- 4 15
Exploration 107 30 15 51 203
Development 233 306 8 5 552
USX's share of equity investee's
costs incurred -- 5 -- -- 5
..................................................................................................................
1992: Property acquisition: Proved $ 1 $ 1 $ -- $ -- $ 2
Unproved 10 -- 1 19 30
Exploration 116 33 47 53 249
Development 114 397 44 6 561
USX's share of equity investee's
costs incurred -- 10 -- -- 10
..................................................................................................................
1991: Property acquisition: Proved $ 2 $ -- $ -- $ -- $ 2
Unproved 17 -- 8 6 31
Exploration 135 35 42 40 252
Development 196 289 44 1 530
USX's share of equity investee's
costs incurred -- 19 -- -- 19
..................................................................................................................
(a) Certain restatement of prior years' data has been made to conform to 1993 reporting practices.
ESTIMATED QUANTITIES OF PROVED OIL AND GAS RESERVES
The following estimates of net reserves have been
determined by deducting royalties of various kinds from USX's
gross reserves. The reserve estimates are believed to be
reasonable and consistent with presently known physical data
concerning size and character of the reservoirs and are
subject to change as additional knowledge concerning the
reservoirs becomes available. The estimates include only such
reserves as can reasonably be classified as proved; they do
not include reserves which may be found by extension of proved
areas or reserves recoverable by secondary or tertiary
recovery methods unless these methods are in operation and are
showing successful results. Undeveloped reserves consist of
reserves to be recovered from future wells on undrilled
acreage or from existing wells where relatively major
expenditures will be required to realize production. Liquid
hydrocarbon production amounts for international operations
principally reflect tanker liftings of equity production. USX
did not have any quantities of oil and gas reserves subject to
long-term supply agreements with foreign governments or
authorities in which USX acts as producer.
UNITED MIDDLE EAST OTHER
(Millions of barrels) STATES EUROPE AND AFRICA(A) INTERNATIONAL TOTAL
..................................................................................................................
Liquid Hydrocarbons
Proved developed and undeveloped reserves:
Beginning of year -- 1991 572 246 15 13 846
Revisions of previous estimates (2) 2 8 2 10
Improved recovery 27 -- -- -- 27
Extensions, discoveries and other additions 49 1 8 -- 58
Production (46) (16) (4) (4) (70)
Sales of reserves in place (3) -- -- -- (3)
--- --- --- --- ---
End of year -- 1991 597 233 27 11 868
Purchase of reserves in place 1 -- -- -- 1
Revisions of previous estimates 1 1 3 -- 5
Improved recovery 12 -- -- -- 12
Extensions, discoveries and other additions 11 8 -- 8 27
Production (42) (12) (4) (3) (61)
Sales of reserves in place (4) -- -- -- (4)
--- --- --- --- ---
End of year -- 1992 576 230 26 16 848
Purchase of reserves in place 4 -- -- -- 4
Revisions of previous estimates 1 (1) 2 2 4
Improved recovery 24 -- -- -- 24
Extensions, discoveries and other additions 11 10 -- -- 21
Production (41) (9) (6) (1) (57)
Sales of reserves in place (2) -- -- -- (2)
--- --- --- --- ---
End of year -- 1993 573 230 22 17 842
..................................................................................................................
Proved developed reserves:
Beginning of year -- 1991 523 122 7 13 665
End of year -- 1991 514 108 6 11 639
End of year -- 1992 495 97 19 8 619
End of year -- 1993 494 221 22 7 744
..................................................................................................................
(a) Excluded reserves located in Libya. See Note 25, page
U-25, for current status.
U-30
90
Supplementary Information on Oil and Gas Producing Activities
(Unaudited) CONTINUED
ESTIMATED QUANTITIES OF PROVED OIL AND GAS RESERVES (CONTINUED)
UNITED MIDDLE EAST OTHER
(Billions of cubic feet) STATES EUROPE AND AFRICA(a) INTERNATIONAL TOTAL
.................................................................................................................
Natural Gas
Proved developed and undeveloped reserves:
Beginning of year -- 1991 2,391 1,769 61 44 4,265
Purchase of reserves in place 4 -- -- -- 4
Revisions of previous estimates (7) 33 (2) -- 24
Improved recovery 6 -- -- -- 6
Extensions, discoveries and other additions 150 17 -- -- 167
Production (251) (111) -- (1) (363)
Sales of reserves in place (26) -- -- -- (26)
----- ----- --- --- -----
End of year -- 1991 2,267 1,708 59 43 4,077
Purchase of reserves in place 5 -- -- -- 5
Revisions of previous estimates 35 26 (3) -- 58
Improved recovery 6 -- -- -- 6
Extensions, discoveries and other additions 99 48 -- -- 147
Production (224) (109) (4) (1) (338)
Sales of reserves in place (89) -- -- -- (89)
----- ----- --- --- -----
End of year -- 1992 2,099 1,673 52 42 3,866
Purchase of reserves in place 16 -- -- -- 16
Revisions of previous estimates (9) (11) 13 (16) (23)
Improved recovery 33 -- -- -- 33
Extensions, discoveries and other additions 173 74 1 -- 248
Production (193) (117) (6) (1) (317)
Sales of reserves in place (75) -- -- -- (75)
----- ----- --- --- -----
End of year -- 1993 2,044 1,619 60 25 3,748
.................................................................................................................
Proved developed reserves:
Beginning of year -- 1991 1,858 1,134 -- 44 3,036
End of year -- 1991 1,713 1,089 -- 43 2,845
End of year -- 1992 1,523 1,020 52 42 2,637
End of year -- 1993 1,391 1,566 58 25 3,040
.................................................................................................................
USX's share in proved developed and undeveloped
reserves of equity investee (CLAM):
End of year -- 1991 -- 181 -- -- 181
End of year -- 1992 -- 164 -- -- 164
End of year -- 1993 -- 153 -- -- 153
.................................................................................................................
(a) Excluded reserves located in Libya. See Note 25, page
U-25, for current status.
STANDARDIZED MEASURE OF DISCOUNTED FUTURE NET CASH FLOWS AND
CHANGES THEREIN RELATING TO PROVED OIL AND GAS RESERVES
Estimated discounted future net cash flows and changes
therein were determined in accordance with Statement of
Financial Accounting Standards No. 69. Certain information
concerning the assumptions used in computing the valuation of
proved reserves and their inherent limitations are discussed
below. USX believes such information is essential for a proper
understanding and assessment of the data presented.
Future cash inflows are computed by applying year-end
prices of oil and gas relating to USX's proved reserves to the
year-end quantities of those reserves. Future price changes
are considered only to the extent provided by contractual
arrangements in existence at year-end.
The assumptions used to compute the proved reserve
valuation do not necessarily reflect USX's expectations of
actual revenues to be derived from those reserves nor their
present worth. Assigning monetary values to the estimated
quantities of reserves, described on the preceding page, does
not reduce the subjective and ever-changing nature of such
reserve estimates.
Additional subjectivity occurs when determining present
values because the rate of producing the reserves must be
estimated. In addition to uncertainties inherent in predicting
the future, variations from the expected production rate also
could result directly or indirectly from factors outside of
USX's control, such as unintentional delays in development,
environmental concerns, changes in prices or regulatory
controls.
The reserve valuation assumes that all reserves will be
disposed of by production. However, if reserves are sold in
place or subjected to participation by foreign governments,
additional economic considerations also could affect the
amount of cash eventually realized.
Future development and production costs are computed by
estimating the expenditures to be incurred in developing and
producing the proved oil and gas reserves at the end of the
year, based on year-end costs and assuming continuation of
existing economic conditions.
Future income tax expenses are computed by applying the
appropriate year-end statutory tax rates, with consideration
of future tax rates already legislated, to the future pretax
net cash flows relating to USX's proved oil and gas reserves.
Permanent differences in oil and gas related tax credits and
allowances are recognized.
Discount was derived by using a discount rate of 10
percent a year to reflect the timing of the future net cash
flows relating to proved oil and gas reserves.
U-31
91
Supplementary Information on Oil and Gas Producing Activities
(Unaudited) CONTINUED
STANDARDIZED MEASURE OF DISCOUNTED FUTURE NET CASH FLOWS AND
CHANGES THEREIN RELATING TO PROVED OIL AND GAS RESERVES
(CONTINUED)
STANDARDIZED MEASURE OF DISCOUNTED FUTURE NET CASH FLOWS
RELATING TO PROVED OIL AND GAS RESERVES
UNITED MIDDLE EAST OTHER
(In millions) STATES EUROPE AND AFRICA INTERNATIONAL TOTAL
.................................................................................................................
December 31, 1993:
Future cash inflows $ 9,965 $ 7,442 $ 351 $ 243 $ 18,001
Future production costs (4,677) (2,999) (80) (113) (7,869)
Future development costs (542) (168) (13) (54) (777)
Future income tax expenses (1,066) (1,355) (89) (30) (2,540)
-------- -------- -------- -------- --------
Future net cash flows 3,680 2,920 169 46 6,815
10% annual discount for estimated
timing of cash flows (1,747) (1,289) (41) (19) (3,096)
-------- -------- -------- -------- --------
Standardized measure of discounted
future net cash flows relating to
proved oil and gas reserves $ 1,933 $ 1,631 $ 128 $ 27 $ 3,719
.................................................................................................................
USX's share of equity investee's
standardized measure of discounted
future net cash flows $ -- $ 74 $ -- $ -- $ 74
.................................................................................................................
December 31, 1992:
Future cash inflows $ 12,937 $ 8,190 $ 532 $ 327 $ 21,986
Future production costs (5,184) (3,162) (158) (129) (8,633)
Future development costs (710) (423) (16) (50) (1,199)
Future income tax expenses (1,786) (1,812) (130) (91) (3,819)
-------- -------- -------- -------- --------
Future net cash flows 5,257 2,793 228 57 8,335
10% annual discount for estimated
timing of cash flows (2,684) (1,246) (56) (26) (4,012)
-------- -------- -------- -------- --------
Standardized measure of discounted
future net cash flows relating to
proved oil and gas reserves $ 2,573 $ 1,547 $ 172 $ 31 $ 4,323
.................................................................................................................
USX's share of equity investee's
standardized measure of discounted
future net cash flows $ -- $ 88 $ -- $ -- $ 88
.................................................................................................................
December 31, 1991:
Future cash inflows $ 12,104 $ 9,378 $ 588 $ 255 $ 22,325
Future production costs (5,542) (3,405) (143) (132) (9,222)
Future development costs (833) (778) (38) (1) (1,650)
Future income tax expenses (1,297) (2,282) (161) (47) (3,787)
-------- -------- -------- -------- --------
Future net cash flows 4,432 2,913 246 75 7,666
10% annual discount for estimated
timing of cash flows (2,278) (1,491) (87) (29) (3,885)
-------- -------- -------- -------- --------
Standardized measure of discounted
future net cash flows relating to
proved oil and gas reserves $ 2,154 $ 1,422 $ 159 $ 46 $ 3,781
.................................................................................................................
USX's share of equity investee's
standardized measure of discounted
future net cash flows $ -- $ 87 $ -- $ -- $ 87
.................................................................................................................
SUMMARY OF CHANGES IN STANDARDIZED MEASURE OF DISCOUNTED
FUTURE NET CASH FLOWS RELATING TO PROVED OIL AND GAS RESERVES
(In millions) 1993 1992 1991
.................................................................................................................
Sales and transfers of oil and gas produced, net of production costs $ (813) $ (1,092) $ (1,155)
Net changes in prices and production costs related to future production (1,656) 426 (4,032)
Extensions, discoveries and improved recovery, less related costs 443 352 449
Development costs incurred during the period 552 561 530
Changes in estimated future development costs (61) 16 (275)
Revisions of previous quantity estimates 19 42 38
Net change in purchases and sales of minerals in place (20) (54) (42)
Accretion of discount 608 538 918
Net change in income taxes 682 (417) 1,690
Other (358) 170 (367)
-------- -------- --------
Net increase (decrease) in discounted future net cash flows (604) 542 (2,246)
Beginning of year 4,323 3,781 6,027
-------- -------- --------
End of year $ 3,719 $ 4,323 $ 3,781
.................................................................................................................
U-32
92
Five-Year Operating Summary -- Marathon Group
1993 1992 1991 1990 1989
..............................................................................................................
NET LIQUID HYDROCARBON PRODUCTION (thousands of barrels per day)
United States 111 118 127 126 144
International -- United Kingdom 23 34 42 54 50
-- Other 22 22 26 17 15
------ ------ ------ ------ ------
Total 156 174 195 197 209
..............................................................................................................
NET NATURAL GAS PRODUCTION (millions of cubic feet per day)
United States 529 593 689 790 913
International -- Ireland 258 227 230 224 221
-- Other 115 111 106 100 98
------ ------ ------ ------ ------
Total Consolidated 902 931 1,025 1,114 1,232
Equity production -- CLAM Petroleum Co. 35 41 49 47 53
------ ------ ------ ------ ------
Total Worldwide 937 972 1,074 1,161 1,285
..............................................................................................................
AVERAGE SALES PRICES
Liquid Hydrocarbons (dollars per barrel)
United States $14.54 $16.47 $17.43 $20.67 $16.33
International 16.22 18.95 19.38 23.77 16.98
Natural Gas (dollars per thousand cubic feet)
United States $ 1.94 $ 1.60 $ 1.57 $ 1.61 $ 1.62
International 1.52 1.77 2.18 1.82 1.43
..............................................................................................................
NET PROVED RESERVES -- YEAR-END
Liquid Hydrocarbons (millions of barrels)
Beginning of year 848 868 846 764 794
Extensions, discoveries and other additions 21 27 58 140 28
Improved recovery 24 12 27 6 11
Revisions of previous estimates 4 5 10 12 16
Net purchase (sale) of reserves in place 2 (3) (3) (6) (9)
Production (57) (61) (70) (70) (76)
------ ------ ------ ------ ------
Total 842 848 868 846 764
...........................................................................................................
Natural Gas (billions of cubic feet)
Beginning of year 3,866 4,077 4,265 4,281 4,487
Extensions, discoveries and other additions 248 147 167 691 282
Improved recovery 33 6 6 2 1
Revisions of previous estimates (23) 58 24 (54) (65)
Net purchase (sale) of reserves in place (59) (84) (22) (255) 15
Production (317) (338) (363) (400) (439)
------ ------ ------ ------ ------
Total 3,748 3,866 4,077 4,265 4,281
..............................................................................................................
U.S. REFINERY OPERATIONS (thousands of barrels per day)
In-use crude oil capacity -- year-end(a) 570 620 620 603 603
Refinery runs -- crude oil refined 549 546 542 567 554
-- other charge and blend stocks 102 79 85 75 61
% in-use capacity utilization 90.4 88.1 87.5 94.1 93.1
..............................................................................................................
U.S. REFINED PRODUCT SALES (thousands of barrels per day)
Gasoline 418 402 401 394 376
Middle distillates 179 169 173 172 168
Heavy oils 78 80 80 73 72
Other products 51 56 55 50 50
------ ------ ------ ------ ------
Total 726 707 709 689 666
..............................................................................................................
U.S. REFINED PRODUCT MARKETING OUTLETS -- YEAR-END
Marathon operated terminals 51 52 53 53 52
Retail -- Marathon brand 2,331 2,290 2,106 2,132 2,516
-- Emro Marketing Company 1,568 1,541 1,596 1,668 1,665
..............................................................................................................
(a)The Indianapolis Refinery was temporarily idled in October
1993.
U-33
93
FIVE-YEAR OPERATING SUMMARY -- U. S. STEEL GROUP
(Thousands of net tons, unless otherwise noted) 1993 1992 1991 1990 1989
..............................................................................................................
RAW STEEL PRODUCTION
Gary, IN 6,624 5,969 5,817 6,740 6,590
Mon Valley, PA 2,507 2,276 2,088 2,607 2,400
Fairfield, AL 2,203 2,146 1,969 1,937 1,488
All other plants(a) -- 44 648 2,335 3,692
------ ------ ------ ------ ------
Total Raw Steel Production 11,334 10,435 10,522 13,619 14,170
Total Cast Production 11,295 8,695 7,088 7,228 7,365
Continuous cast as % of total production 99.7 83.3 67.4 53.1 52.0
..............................................................................................................
RAW STEEL CAPABILITY (average)
Continuous cast 11,850 9,904 8,057 6,950 7,447
Ingots -- 2,240 6,919 9,451 10,289
Total 11,850 12,144 14,976 16,401 17,736
Total production as % of total capability 95.6 85.9 70.3 83.0 79.9
Continuous cast as % of total capability 100.0 81.6 53.8 42.4 42.0
..............................................................................................................
HOT METAL PRODUCTION 9,972 9,270 8,941 11,038 11,509
..............................................................................................................
COKE PRODUCTION 6,425 5,917 5,091 6,663 6,008
..............................................................................................................
IRON ORE PELLETS -- MINNTAC, MN
Production as % of capacity 90 83 84 85 77
Shipments 15,911 14,822 14,897 14,922 13,768
..............................................................................................................
COAL SHIPMENTS(b) 10,980 12,164 10,020 11,325 10,493
..............................................................................................................
STEEL SHIPMENTS BY PRODUCT
Sheet and tin mill products 7,717 6,803 6,508 7,709 7,897
Plate, structural and other
steel mill products(c) 1,621 1,473 1,721 2,476 2,619
Tubular products 631 578 617 854 953
------ ------ ------ ------ ------
Total 9,969 8,854 8,846 11,039 11,469
------ ------ ------ ------ ------
Total as % of domestic steel industry 11.3 10.8 11.2 13.0 13.6
..............................................................................................................
STEEL SHIPMENTS BY MARKET
Steel service centers 2,837 2,680 2,364 3,425 3,034
Transportation 1,805 1,553 1,293 1,502 1,585
Containers 840 715 754 895 746
Construction 669 598 840 1,134 1,122
Further conversion 2,248 1,565 1,354 1,657 2,084
Export 359 629 1,314 926 1,332
All other 1,211 1,114 927 1,500 1,566
------ ------ ------ ------ ------
Total 9,969 8,854 8,846 11,039 11,469
..............................................................................................................
(a)In July 1991, U. S. Steel closed all iron and steel
producing operations at Fairless (PA) Works. In April 1992,
U.S. Steel closed South (IL) Works.
(b)In June 1993, U. S. Steel sold the Cumberland coal mine. On
or about March 31, 1994, U. S. Steel will permanently close
the Maple Creek coal mine.
(c)U. S. Steel ceased production of structural products when
South Works closed in April 1992.
U-34
94
Five-Year Operating Summary -- Delhi Group
1993 1992 1991 1990 1989
...............................................................................................................
Sales Volumes
Natural gas throughput (billions of cubic feet)
Natural gas sales 203.2 200.0 195.9 180.0 202.0
Transportation 117.6 103.4 81.0 99.3 106.7
----- ----- ----- ----- -----
Total systems throughput 320.8 303.4 276.9 279.3 308.7
Partnerships -- equity share(a) 6.5 10.2 14.5 19.9 26.7
----- ----- ----- ----- -----
Total throughput 327.3 313.6 291.4 299.2 335.4
----- ----- ----- ----- -----
Natural gas throughput (millions of cubic feet per day)
Natural gas sales 556.7 546.4 536.7 493.1 553.4
Transportation 322.1 282.6 221.9 272.1 292.3
----- ----- ----- ----- -----
Total systems throughput 878.8 829.0 758.6 765.2 845.7
Partnerships -- equity share(a) 17.9 27.8 39.7 54.5 73.2
----- ----- ----- ----- -----
Total throughput 896.7 856.8 798.3 819.7 918.9
NGL sales
Millions of gallons 282.0 261.4 214.7 144.4 127.7
Thousands of gallons per day 772.5 714.2 588.2 395.6 349.9
...............................................................................................................
GROSS UNIT MARGIN ($/mcf) $0.42 $0.44 $0.47 $0.43 $0.84(b)
...............................................................................................................
PIPELINE MILEAGE (INCLUDING PARTNERSHIPS)
Arkansas 362 377 377 377 377
Colorado(c) -- 91 91 91 91
Kansas 164 164 164 164 184
Louisiana 141 141 142 140 140
Oklahoma 2,908 2,795 2,819 2,800 2,779
Texas(a) 4,544 4,811 4,764 4,739 4,869
----- ----- ----- ----- -----
Total 8,119 8,379 8,357 8,311 8,440
----- ----- ----- ----- ----- -----
OPERATING PLANTS -- YEAR-END
Gas processing 15 14 14 12 8
Sulfur 3 3 3 3 3
...............................................................................................................
DEDICATED GAS RESERVES -- YEAR-END (BILLIONS OF CUBIC FEET)
Beginning of year 1,652 1,643 1,680 1,699 2,124
Additions 382 273 255 212 208
Production (328) (307) (275) (280) (299)
Revisions/Asset Sales (43) 43 (17) 49 (334)
----- ----- ----- ----- -----
Total 1,663 1,652 1,643 1,680 1,699
...............................................................................................................
(a)In January 1993, the Delhi Group sold its 25% interest in
Red River Pipeline.
(b)Included the effect of a significant favorable settlement
of three lawsuits related to gas sales contracts.
(c)In 1993, the Delhi Group sold all of its pipeline systems
located in Colorado.
U-35
95
USX CORPORATION
Management's Discussion and Analysis
Management's Discussion and Analysis should be read in conjunction
with the Consolidated Financial Statements and Notes to Consolidated
Financial Statements.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF INCOME
SALES were $18.1 billion in 1993, compared with $17.8 billion in
1992 and $18.8 billion in 1991. The increase in 1993 primarily
reflected increased sales for the U. S. Steel Group due mainly to
higher steel shipment volumes and prices, and increased commercial
shipments of taconite pellets and coke. These were partially offset by
lower sales for the Marathon Group (excluding the effect of the
businesses of the Delhi Group which were included in the Marathon
Group for periods prior to October 2, 1992) due mainly to lower
worldwide liquid hydrocarbon volumes and prices and lower average
refined product prices, partially offset by increased excise taxes
(which have no effect on income) and higher refined product sales
volumes, excluding matching buy/sell transactions. The decrease from
1991 to 1992 primarily reflected reduced sales for the Marathon Group
due mainly to lower average refined product prices, reduced volumes
and prices for crude oil matching buy/sell transactions (which have no
effect on income) and lower worldwide liquid hydrocarbon volumes.
OPERATING INCOME decreased by $14 million in 1993, following a
$329 million improvement in 1992. Results in 1993 included a $342
million charge as a result of the adverse decision in the Lower Lake
Erie Iron Ore Antitrust Litigation against the Bessemer & Lake Erie
Railroad ("B&LE litigation") (which also resulted in $164 million of
interest costs) (see Note 5 to the Consolidated Financial Statements),
a $241 million unfavorable noncash effect resulting from an increase
in the inventory market valuation reserve and restructuring charges of
$42 million related to the planned shutdown of the Maple Creek coal
mine and preparation plant. Results in 1992 included a favorable
impact of $119 million for the settlement of a tax refund claim
related to prior years' production taxes and a $62 million favorable
noncash effect resulting from a decrease in the inventory market
valuation reserve, partially offset by restructuring charges of $125
million primarily related to the disposition of certain domestic
exploration and production properties. Excluding the effects of these
items, operating income increased $667 million in 1993 predominantly
due to improved results for the U. S. Steel Group, as well as the
Marathon Group. The adoption of Statement of Financial Accounting
Standards No. 112 - Employers' Accounting for Postemployment Benefits
("SFAS No. 112") resulted in a $23 million increase in operating costs
in 1993, principally for the U. S. Steel Group.
Operating income in 1991 included restructuring charges of $426
million mainly related to the shutdown of certain steel facilities and
a $260 million unfavorable noncash effect resulting from an increase
in the inventory market valuation reserve, partially offset by a
favorable $20 million adjustment of prior years' production tax
accruals. Excluding the effects of these items and the 1992 special
items previously discussed, operating income declined $393 million
from 1991 to 1992 due mainly to lower results for the Marathon Group.
Contributing to the decline was a $58 million increase in operating
costs resulting from the 1992 adoption of Statement of Financial
Accounting Standards No. 106 - Employers' Accounting for
Postretirement Benefits Other Than Pensions ("SFAS No. 106"), $42
million for the U. S. Steel Group and $16 million for the Marathon
Group.
Net pension credits included in operating income totaled $211
million in 1993, compared with $260 million in 1992 and $224 million
in 1991. The decrease in 1993 was primarily due to a lower assumed
long-term rate of return on plan assets. The increase in 1992 from
1991 primarily reflected recognition of the growth in plan assets. In
1994, net pension credits are expected to decline by approximately $95
million primarily due to a further reduction in the assumed long-term
rate of return on plan assets. See Note 7 to the Consolidated
Financial Statements.
U-36
96
Management's Discussion and Analysis CONTINUED
OTHER INCOME was $257 million in 1993, compared with a loss of $2
million in 1992 and income of $39 million in 1991. The increase in
1993 primarily resulted from higher gains from the disposal of assets,
including the sale of the Cumberland coal mine, the realization of a
$70 million deferred gain resulting from the collection of a
subordinated note related to the 1988 sale of Transtar, Inc.
("Transtar") (which also resulted in $37 million of interest income)
and the sale of an investment in an insurance company. The increase in
1993 also reflected the absence of a $19 million impairment of an
investment recorded in 1992. The decline in 1992 relative to 1991
primarily resulted from the nonrecurrence of 1991's favorable minority
interest effect related to RMI Titanium Company and the $19 million
impairment of an investment in 1992.
INTEREST AND OTHER FINANCIAL INCOME was $78 million in 1993,
compared with $228 million in 1992 and $38 million in 1991. The 1993
amount included $37 million of interest income resulting from
collection of the Transtar note. The 1992 amount included $177 million
of interest income resulting from the settlement of a tax refund claim
related to prior years' production taxes. Excluding these items,
interest and other financial income was $41 million in 1993, compared
with $51 million in 1992 and $38 million in 1991.
INTEREST AND OTHER FINANCIAL COSTS were $630 million in 1993,
compared with $485 million in 1992 and $509 million in 1991. The 1993
amount included $164 million of interest expense related to the
adverse decision in the B&LE litigation. Excluding this amount, the
decrease in 1993 primarily reflected an increase in capitalized
interest. The 1991 amount included a $26 million favorable adjustment
related to interest accrued for prior years' production taxes.
Excluding this item, the decrease from 1991 to 1992 was mainly due to
the favorable effect of declining variable interest rates.
THE CREDIT FOR ESTIMATED INCOME TAXES in 1993 was $72 million,
compared with credits of $29 million in 1992 and $113 million in 1991.
The 1993 U.S. income tax credit included an incremental deferred tax
benefit of $64 million resulting from USX Corporation's ("USX")
ability to elect to credit, rather than deduct, certain foreign income
taxes for U.S. federal income tax purposes when paid in future years.
The anticipated use of the U.S. foreign tax credit reflects the
Marathon Group's improving international production profile including
income which will be generated by the East Brae platform in the United
Kingdom sector of the North Sea. The 1993 U.S. income tax credit also
included a $29 million charge associated with an increase in the
federal income tax rate from 34% to 35%, reflecting remeasurement of
deferred federal income tax liabilities as of January 1, 1993.
THE TOTAL LOSS BEFORE CUMULATIVE EFFECT OF CHANGES IN ACCOUNTING
PRINCIPLES was $167 million in 1993, compared with a loss of $160
million in 1992 and a loss of $578 million in 1991.
THE UNFAVORABLE CUMULATIVE EFFECT OF CHANGES IN ACCOUNTING
PRINCIPLES totaled $92 million in 1993 and $1,666 million in 1992. The
cumulative effect of adopting SFAS No. 112, determined as of January
1, 1993, decreased 1993 income by $86 million, net of the income tax
effect. The cumulative effect of adopting Emerging Issues Task Force
Consensus No. 93-14 - Accounting for Multiple-Year Retrospectively
Rated Insurance Contracts, determined as of January 1, 1993, decreased
1993 income by $6 million, net of the income tax effect. The immediate
recognition of the transition obligation resulting from the adoption
of SFAS No. 106, measured as of January 1, 1992, decreased 1992 income
by $1,306 million, net of the income tax effect. The cumulative effect
of adopting Statement of Financial Accounting Standards No. 109 -
Accounting for Income Taxes, measured as of January 1, 1992, decreased
1992 net income by $360 million.
USX RECORDED A NET LOSS of $259 million in 1993, compared with a
net loss of $1,826 million in 1992 and a net loss of $578 million in
1991.
U-37
97
Management's Discussion and Analysis CONTINUED
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
CURRENT ASSETS increased $80 million from year-end 1992. The
increase primarily reflected higher cash and cash equivalents and
deferred income tax benefits, partially offset by a decrease in
inventories. Cash and cash equivalents totaled $268 million at
year-end 1993, compared to $57 million at year-end 1992. Cash from
operations, new debt borrowings, equity issued and asset sales
exceeded cash applied to capital spending, debt repayment and
dividends. Deferred income tax benefits increased $171 million,
resulting primarily from increases in the inventory market valuation
reserve and accruals related to the B&LE litigation. The decrease in
inventories primarily reflected a reduction in inventory values due to
an increase in the inventory market valuation reserve. This reserve
reflects the extent to which the recorded cost of crude oil and
refined product inventories exceeds net realizable value. Subsequent
changes to the inventory market valuation reserve are dependent on
changes in future crude oil and refined product price levels and
inventory turnover.
PREPAID PENSION ASSETS increased $234 million from year-end 1992
mainly as a result of pension credits which primarily reflected the
investment performance of defined benefit plan assets.
CURRENT LIABILITIES were lower at year-end 1993 mainly due to a
reduction in long-term debt due within one year, partially offset by
an increase in accounts payable. The increase in accounts payable
primarily reflected an increase in litigation accruals, partially
offset by a decrease in trade payables.
TOTAL LONG-TERM DEBT AND NOTES PAYABLE at December 31, 1993, was
$5.9 billion. The $425 million decrease from year-end 1992 mainly
reflected cash provided from operating activities, issuance of common
and preferred stock and disposal of assets, partially offset by
capital expenditures, dividend payments and an increase in cash and
cash equivalents. Repayments under USX's revolving credit agreements
and of commercial paper and other debt were partially offset by new
issuances of debt. At December 31, 1993, USX had outstanding
borrowings of $500 million against credit agreements, leaving $1,675
million of available unused committed credit lines. In addition, USX
had $185 million of available unused short-term lines of credit, which
generally require maintenance of compensating balances. In the event
of a change of control of USX, debt and guaranteed obligations
totaling $5.1 billion at year-end 1993, may be declared immediately
due and payable or required to be collateralized (see Notes 12, 14 and
16 to the Consolidated Financial Statements).
EMPLOYEE BENEFITS liabilities increased $355 million compared with
year-end 1992 mainly due to increases in workers' compensation
liabilities (including the effects of the adoption of SFAS No. 112),
retiree medical liabilities and pension liabilities.
DEFERRED CREDITS AND OTHER LIABILITIES decreased $130 million in
1993 mainly as a result of transfers of certain litigation accruals to
current liabilities and the reclassification of certain amounts to the
employee benefits liability account in conjunction with the adoption
of SFAS No. 112.
STOCKHOLDERS' EQUITY of $3.9 billion at year-end 1993 increased by
$155 million from the end of 1992 mainly reflecting the issuance of
additional common and preferred equity, partially offset by the 1993
net loss and dividend payments.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF CASH FLOWS
NET CASH PROVIDED FROM OPERATING ACTIVITIES totaled $944 million
in 1993, compared with $920 million in 1992. The 1993 period was
negatively affected by payments of $314 million related to partial
settlement of the B&LE litigation and settlement of the Energy Buyers
litigation. The 1992 period included $296 million associated with the
refund of prior years' production taxes. Excluding these items, net
cash provided from operating activities improved $634 million from
1992. The increase primarily reflected improved operations for the
U. S. Steel Group, improved refined product margins for the Marathon
Group and a $103 million favorable effect from the use of available
funds from previously established (now depleted) insurance reserves to
pay for certain active and retired employee insurance benefits.
U-38
98
Management's Discussion and Analysis CONTINUED
Excluding the 1992 refund discussed above, net cash provided from
operating activities in 1992 declined $399 million from 1991 primarily
due to lower income, partially offset by favorable changes in working
capital accounts.
CAPITAL EXPENDITURES were $1,151 million in 1993, compared with
$1,505 million in 1992 and $1,392 million in 1991. The $354 million
decrease in 1993 was due primarily to lower expenditures for the
Marathon Group and the U. S. Steel Group. The $283 million decline for
the Marathon Group mainly reflected decreased expenditures for
environmental projects and for development of the East Brae Field and
SAGE system in the United Kingdom and other international projects,
partially offset by increased exploration drilling and development
projects in the Gulf of Mexico and increased drilling activity for
onshore domestic natural gas projects. The $100 million decrease for
the U. S. Steel Group primarily reflected completion of U. S. Steel's
continuous cast modernization program in 1992. Contract commitments
for capital expenditures at year-end 1993 were $389 million, compared
with $423 million at year-end 1992.
For the year 1994, capital expenditures are expected to total
approximately $1.1 billion. The slight anticipated decrease in 1994 is
expected to result mainly from lower expenditures for the Marathon
Group, partially offset by higher expenditures for the U. S. Steel
Group. The Marathon Group's capital expenditures are expected to
decrease by approximately $100 million in 1994 mainly reflecting lower
expenditures for development of the East Brae Field and SAGE system.
The U. S. Steel Group's capital expenditures are expected to increase
by approximately $60 million in 1994 and will include continued
expenditures for projects begun in 1993 relative to environmental,
hot-strip mill and pickle line improvements at Gary (IN) Works and
initial expenditures for a blast furnace reline project at Mon Valley
(PA) Works which is planned for completion in 1995.
CASH FROM THE DISPOSAL OF ASSETS was $469 million in 1993,
compared with $117 million in 1992 and $78 million in 1991. The 1993
amount primarily reflected the realization of proceeds from a
subordinated note related to the 1988 sale of Transtar, the sale of
the Cumberland coal mine, the sale/leaseback of interests in two LNG
tankers, and the sales of various domestic oil and gas production
properties and of an investment in an insurance company. No
individually significant sales transactions occurred in 1992 or 1991.
FINANCIAL OBLIGATIONS decreased by $458 million in 1993,
compared with a decrease of $240 million in 1992 and an increase of
$662 million in 1991. These amounts represent net cash flows on
commercial paper and the revolving credit agreements and lines of
credit, other debt and production financing and other agreements.
During 1993, USX issued an aggregate principal amount of $800 million
of fixed rate debt through its medium-term note program and three
separate series of unsecured, noncallable debt securities in the
public market. Maturities ranged from 5 to 30 years and interest rates
ranged from 6-3/8% to 8-1/2% per annum. In addition, an aggregate
principal amount of $77 million of Marathon Oil Company's ("Marathon")
9-1/2% Guaranteed Notes Due 1994 was tendered in exchange for its
Monthly Interest Guaranteed Notes Due 2002, 9-3/4% to March 1, 1994
and 7% thereafter ("7% Notes"). During 1992, USX issued an aggregate
principal amount of $748 million of fixed rate debt through its
medium-term note program and three separate series of unsecured,
noncallable debt securities in the public market. Maturities ranged
from 5 to 30 years and interest rates ranged from 6.65% to 9.375% per
annum. During 1991, debt borrowings included the issuance of three
separate series of unsecured, noncallable debt securities in the
public market in the aggregate principal amount of $550 million and a
$300 million loan to Marathon Oil U. K., Ltd. from the European
Investment Bank.
PREFERRED STOCK ISSUED totaled $336 million in 1993. This
amount reflected the sale of 6,900,000 shares of 6.50% Cumulative
Convertible Preferred Stock ($50.00 liquidation preference per share)
("6.50% Convertible Preferred") to the public for net proceeds of $336
million. The 6.50% Convertible Preferred is convertible at any time
into shares of USX-U. S. Steel Group Common Stock ("Steel Stock") at a
conversion price of $46.125 per share of Steel Stock.
U-39
99
Management's Discussion and Analysis CONTINUED
COMMON STOCK ISSUED, net of repurchases, totaled $371 million in
1993, compared with $942 million in 1992 and $70 million in 1991. The
1993 amount mainly reflected the sale of 10,000,000 shares of Steel
Stock to the public for net proceeds of $350 million. The increase in
1992 primarily reflected sales to the public of all three classes of
common stock. In 1992, USX sold 25,000,000 shares of USX-Marathon
Group Common Stock ("Marathon Stock") for net proceeds of $541
million, 8,050,000 shares of Steel Stock for net proceeds of $198
million and 9,000,000 shares of USX-Delhi Group Common Stock for net
proceeds of $136 million.
DIVIDEND PAYMENTS decreased in 1993 primarily due to a decrease in
the dividend rate on Marathon Stock in the fourth quarter of 1992,
partially offset by increased dividends due primarily to the sale in
1993 of additional shares of Steel Stock and of the 6.50% Convertible
Preferred. The increase in 1992 from 1991 primarily resulted from
higher dividends due to the sale of additional shares of all three
classes of common stock in 1992, partially offset by the fourth
quarter decrease in the dividend rate on Marathon Stock.
In September 1993, Standard & Poor's Corp. ("S&P") lowered its
ratings on USX's and Marathon's senior debt to below investment grade
(from BBB- to BB+) and on USX's subordinated debt, preferred stock and
commercial paper. S&P cited extremely aggressive financial leverage,
burdensome retiree medical liabilities and litigation contingencies.
In October 1993, Moody's Investors Services, Inc. ("Moody's")
confirmed its Baa3 investment grade ratings on USX's and Marathon's
senior debt. Moody's also confirmed its ratings on USX's subordinated
debt and commercial paper, but lowered its ratings on USX's preferred
stock from ba1 to ba2. Moody's noted that the rating confirmation on
USX debt securities reflected confidence in the expected performance
of USX during the intermediate term, while the downward revision of
the preferred stock ratings incorporated a narrow fixed charge
coverage going forward. The downgrades by S&P and the downgrade of
ratings on preferred stock by Moody's could increase USX's cost of
capital.
In December 1993, USX filed a universal shelf registration
statement with the Securities and Exchange Commission which became
effective on January 6, 1994 and allows USX to offer and issue up to
$850 million of debt and equity securities. The equity securities
include preferred stock as well as each class of USX's common stock.
In February 1994, USX sold 5,000,000 shares of Steel Stock to the
public for net proceeds of $201 million and issued $300 million in
aggregate principal amount of 7.2% Notes Due 2004 under the shelf
registration.
In February 1994, USX issued $150 million in aggregate principal
amount of LIBOR-based Floating Rate Notes Due 1996 through its
medium-term note program under a shelf registration statement which
became effective on April 26, 1993. In February 1994, an additional
aggregate principal amount of $57 million of Marathon's 9-1/2%
Guaranteed Notes Due 1994 was tendered in exchange for its 7% Notes.
In March 1994, USX Capital LLC, a wholly owned subsidiary of USX,
sold $250 million of 8-3/4% Cumulative Monthly Income Preferred
Shares ("MIPS").
As a result of the settlement of LTV Steel Corp.'s ("LTV") portion
of the B&LE litigation, USX is obligated to pay an additional $175
million to LTV in the first quarter of 1994. In addition,
approximately $210 million in judgments for other plaintiffs in the
B&LE litigation are due for payment in the first quarter of 1994. See
Note 25 to the Consolidated Financial Statements.
USX anticipates that it will begin funding the U. S. Steel Group's
pension plan by approximately $100 million per year commencing with
the 1994 plan year. The funding for both the 1994 and 1995 plan years
will impact cash flows in 1995.
USX believes that its short-term and long-term liquidity is
adequate to satisfy its obligations (including those related to the
B&LE litigation) as of December 31, 1993, and to complete currently
authorized capital spending programs. USX actively used its access to
capital markets during 1993 to meet its business needs beyond
internally generated funds. Future requirements for its business
needs, including the funding of capital expenditures, debt maturities
for the years 1994 to 1996 and amounts which may ultimately be paid in
connection with contingencies are expected to be financed by a
combination of internally generated funds, proceeds from the sale of
stock (including the Steel Stock sold in February 1994 and the MIPS
sold in March 1994), proceeds from debt issued in February 1994,
future borrowings and other external financing sources. Long-term
debt of $734 million matures within one year, including $699 million
classified as long-term debt at December 31, 1993. The $699 million
represents the Marathon 9-1/2 % Guaranteed Notes Due March 1, 1994.
See Note 14 to the Consolidated Financial Statements.
U-40
100
Management's Discussion and Analysis CONTINUED
MANAGEMENT'S DISCUSSION AND ANALYSIS OF ENVIRONMENTAL MATTERS, LITIGATION AND
CONTINGENCIES
USX has incurred and will continue to incur substantial capital,
operating and maintenance, and remediation expenditures as a result of
environmental laws and regulations. In recent years, these
expenditures have increased primarily due to required product
reformulation and process changes in order to meet Clean Air Act
obligations, although ongoing compliance costs have also been
significant. To the extent these expenditures, as with all costs, are
not ultimately reflected in the prices of USX's products and services,
operating results will be adversely affected. USX believes that
domestic competitors of the U. S. Steel Group and substantially all
the competitors of the Marathon Group and the Delhi Group are subject
to similar environmental laws and regulations. However, the specific
impact on each competitor may vary depending on a number of factors,
including the age and location of their operating facilities, their
production processes and the specific products and services they
provide.
USX's environmental expenditures for 1993 and 1992 are discussed
below and have been estimated for the Marathon Group and the Delhi
Group based on American Petroleum Institute ("API") survey guidelines
and for the U. S. Steel Group based on U.S. Department of Commerce
("USDC") survey guidelines. These guidelines are subject to differing
interpretations which could affect the comparability of such data.
Some environmental related expenditures, while benefitting the
environment, also enhance operating efficiencies.
The Marathon Group's total environmental expenditures in 1993 were
$253 million compared with $370 million in 1992. These amounts
consisted of capital expenditures of $123 million in 1993 and $240
million in 1992 and estimated compliance expenditures (including
operating and maintenance) of $130 million in both 1993 and 1992.
Compliance expenditures were broadly estimated based on API survey
guidelines and represented 1% of the Marathon Group's total operating
costs in both 1993 and 1992. The decline in environmental capital
expenditures from 1992 to 1993 primarily reflected lower expenditures
for the Marathon Group's multi-year capital projects for diesel fuel
desulfurization. By the end of 1993, these projects were substantially
completed.
The U. S. Steel Group's total environmental expenditures in 1993
were $240 million compared with $220 million in 1992. These amounts
consisted of capital expenditures of $53 million in 1993 and $52
million in 1992 and estimated compliance expenditures (including
operating and maintenance) of $187 million in 1993 and $168 million in
1992. Compliance expenditures were broadly estimated based on USDC
survey guidelines and represented 3% of the U. S. Steel Group's total
operating costs in both 1993 and 1992.
The Delhi Group's total environmental expenditures in 1993 were
$10 million compared with $8 million in 1992. These amounts consisted
of capital expenditures of $5 million in 1993 and $3 million in 1992
and estimated compliance expenditures (including operating and
maintenance) of $5 million in both 1993 and 1992. Compliance
expenditures were broadly estimated based on API survey guidelines and
represented 1% of the Delhi Group's total operating costs in both 1993
and 1992.
USX's environmental capital expenditures totaled $181 million
in 1993, $294 million in 1992 and $175 million in 1991. Such
expenditures accounted for 16%, 20% and 13% of total consolidated
capital expenditures in 1993, 1992 and 1991, respectively. The
increase from 1991 to 1992 and the decline in 1993 was primarily the
result of the Marathon Group's multi-year capital spending program for
diesel fuel desulfurization which was substantially completed in 1993.
USX expects environmental capital expenditures to approximate $150
million in 1994 or approximately 13% of total estimated consolidated
capital expenditures. Predictions beyond 1994 can only be broad-based
estimates which have varied, and will continue to vary, due to the
ongoing evolution of specific regulatory requirements, the possible
imposition of more stringent requirements and the availability of new
technologies, among other matters. Based upon currently identified
projects, USX anticipates that environmental capital expenditures in
1995 will total approximately $90 million; however, actual
expenditures may increase as additional projects are identified or
additional requirements are imposed.
U-41
101
Management's Discussion and Analysis CONTINUED
USX has been notified that it is a potentially responsible party
("PRP") at 55 waste sites under the Comprehensive Environmental
Response, Compensation and Liability Act ("CERCLA") as of December 31,
1993. In addition, there are 50 sites where USX has received
information requests or other indications that USX may be a PRP under
CERCLA but where sufficient information is not presently available to
confirm the existence of liability or make any judgment as to the
amount thereof. There are also 62 additional sites, excluding retail
gasoline stations, where state governmental agencies or private
parties are seeking remediation under state environmental laws through
discussions or litigation. At many of these sites, USX is one of a
number of parties involved and the total cost of remediation, as well
as USX's share thereof, is frequently dependent upon the outcome of
investigations and remedial studies.
Total environmental expenditures for the Marathon Group included
remediation related expenditures estimated at $38 million in 1993 and
$35 million in 1992. Remediation spending was primarily related to
retail gasoline stations which incur ongoing clean-up costs for soil
and groundwater contamination associated with underground storage
tanks and piping. Total environmental expenditures for the U. S.
Steel Group included remediation related expenditures estimated at $19
million in 1993 and $11 million in 1992. Remediation spending was
mainly related to dismantlement and restoration activities at former
and present operating locations. Remediation related expenditures for
the Delhi Group were not material. USX accrues for environmental
remediation activities when the responsibility to remediate is
probable and the amount of associated costs is reasonably
determinable. As environmental remediation matters proceed toward
ultimate resolution or as additional remediation obligations arise,
charges in excess of those previously accrued may be required. See
Note 25 to the Consolidated Financial Statements.
New or expanded requirements for environmental regulations, which
could increase USX's environmental costs, may arise in the future. USX
intends to comply with all legal requirements regarding the
environment, but since many of them are not fixed or presently
determinable (even under existing legislation) and may be affected by
future legislation, it is not possible to accurately predict the
ultimate cost of compliance, including remediation costs which may be
incurred and penalties which may be imposed. However, based on
presently available information, and existing laws and regulations as
currently implemented, USX does not anticipate that environmental
compliance expenditures will materially increase in 1994. As discussed
above, environmental capital expenditures are currently expected to
decrease in 1994 and again in 1995.
USX is the subject of, or party to, a number of pending or
threatened legal actions, contingencies and commitments involving a
variety of matters, including laws and regulations relating to the
environment, certain of which are discussed in Note 25 to the
Consolidated Financial Statements. The ultimate resolution of these
contingencies could, individually or in the aggregate, be material to
the consolidated financial statements. However, management believes
that USX will remain a viable and competitive enterprise even though
it is possible that these contingencies could be resolved unfavorably.
See "Management's Discussion and Analysis of Cash Flows."
MANAGEMENT'S DISCUSSION AND ANALYSIS OF ACCOUNTING STANDARDS
Statement of Financial Accounting Standards No. 114 - Accounting
by Creditors for Impairment of a Loan ("SFAS No. 114") requires
impairment of loans based on either the sum of discounted cash flows
or the fair value of underlying collateral. USX expects to adopt SFAS
No. 114 in the first quarter of 1995. Based on preliminary estimates,
USX expects that the unfavorable effect of adopting SFAS No. 114 will
be less than $2 million.
U-42
102
Management's Discussion and Analysis CONTINUED
MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS BY INDUSTRY SEGMENT
THE MARATHON GROUP
The Marathon Group includes Marathon, a wholly owned subsidiary of
USX, which is engaged in worldwide exploration, production,
transportation and marketing of crude oil and natural gas; and
domestic refining, marketing and transportation of petroleum products.
The Marathon Group financial data for the periods prior to the
creation of the Delhi Group on October 2, 1992, include the combined
historical financial position, results of operations and cash flows
for the businesses of the Delhi Group.
Sales of $12.0 billion in 1993 declined $820 million from 1992
mainly due to lower worldwide liquid hydrocarbon volumes and prices,
lower average refined product prices and the absence of sales from the
Delhi Group. These decreases were partially offset by increased excise
taxes and higher refined product sales volumes, excluding matching
buy/sell transactions. Sales of $12.8 billion in 1992 declined $1.2
billion from 1991 primarily due to lower average refined product
prices, reduced volumes and prices for crude oil matching buy/sell
transactions and lower worldwide liquid hydrocarbon volumes. Matching
buy/sell transactions and excise taxes are included in both sales and
operating costs, resulting in no effect on operating income.
The Marathon Group reported operating income of $169 million in
1993, compared with $304 million in 1992 and $358 million in 1991.
Results included a $241 million unfavorable effect in 1993, a $62
million favorable effect in 1992 and a $260 million unfavorable effect
in 1991 resulting from noncash adjustments to the inventory market
valuation reserve. The 1992 results also included a favorable impact
of $119 million for the settlement of a tax refund claim related to
prior years' production taxes, compared with a favorable $20 million
adjustment of prior years' production tax accruals in 1991. Also, the
1992 results included a restructuring charge of $115 million related to
the disposition of certain domestic exploration and production
properties, compared with a 1991 restructuring charge of $24 million.
Excluding the effects of these items, operating income was $410
million in 1993, $238 million in 1992 and $622 million in 1991. The
increase in 1993 primarily reflected increased average refined product
margins and increased domestic natural gas prices, partially offset by
lower worldwide liquid hydrocarbon prices and volumes. The decrease in
1992 predominantly reflected lower average refined product margins, as
well as reduced worldwide liquid hydrocarbon prices and volumes and
lower international natural gas prices.
The outlook regarding prices and costs for the Marathon Group's
principal products is largely dependent upon world market developments
for crude oil and refined products. Market conditions in the petroleum
industry are cyclical and subject to global economic and political
events.
THE U. S. STEEL GROUP
The U. S. Steel Group includes U. S. Steel, which is primarily
engaged in the production and sale of a wide range of steel mill
products, coke and taconite pellets. The U. S. Steel Group also
includes the management of mineral resources, domestic coal mining,
engineering and consulting services and technology licensing (together
with U. S. Steel, the "Steel and Related Businesses"). Other
businesses that are part of the U. S. Steel Group include real estate
development and management, fencing products, leasing and financing
activities and a majority interest in a titanium metal products
company.
U-43
103
Management's Discussion and Analysis CONTINUED
Sales increased from $4.9 billion in 1992 to $5.6 billion in 1993.
The increase primarily reflected higher steel shipment volumes and
prices, and increased commercial shipments of taconite pellets and
coke. The $55 million increase in sales from 1991 to 1992 primarily
reflected significantly higher commercial shipments of coke,
improvements in steel shipment volumes from ongoing operations and an
improved shipment mix, partially offset by the absence of sales of
structural products due to the closure of South (IL) Works early in
1992.
The U. S. Steel Group reported an operating loss of $149 million
in 1993, compared with an operating loss of $241 million in 1992 and
an operating loss of $617 million in 1991. The 1993 operating loss
included a $342 million charge as a result of the adverse decision in
the B&LE litigation and restructuring charges of $42 million related
to the planned shutdown of the Maple Creek coal mine and preparation
plant. The 1992 operating loss included a charge of $10 million for
completion of the portion of the 1991 restructuring plan related to
steel facilities. The 1991 loss included $402 million of restructuring
charges primarily related to the shutdown of certain steel facilities.
Excluding the effects of these items, operating income was $235
million in 1993, compared with operating losses of $231 million in
1992 and $215 million in 1991. The $466 million improvement in 1993
was mainly due to higher steel shipment volumes and prices, improved
operating efficiencies and lower accruals for environmental and legal
contingencies. In addition, 1993 results benefitted from a $39 million
favorable effect from the utilization of funds from previously
established insurance reserves to pay for certain employee insurance
benefits, lower provisions for loan losses by USX Credit and the
absence of a 1992 unfavorable effect of $28 million resulting from
market valuation provisions for foreclosed real estate assets. These
were partially offset by higher hourly steel labor costs, unfavorable
effects associated with pension and other employee benefits, lower
results from coal operations and a $21 million increase in operating
costs related to the adoption of SFAS No. 112. The slight decrease
from 1991 to 1992 was primarily due to higher charges for legal
contingencies, increased costs of $42 million related to the adoption
of SFAS No. 106, higher depreciation charges, increased provisions for
loan losses by USX Credit and a $28 million unfavorable effect
resulting from market valuation provisions for foreclosed real estate
assets. These factors were partially offset by the favorable effects
of savings from cost reduction programs, higher utilization of raw
steel and raw material production capability and the absence of costs
incurred in 1991 related to the lack of an early labor agreement with
the United Steelworkers of America ("USWA").
Based on strong recent order levels and assuming a continuing
recovery of the U.S. economy, the U. S. Steel Group
anticipates that steel demand will remain strong in 1994. The U. S.
Steel Group believes that domestic industry shipments will reach 89 to
90 million tons in 1994 as compared to approximately 88 million tons
in 1993. Price increases on sheet products have been announced
effective January 2 and July 3, 1994. Price increases on certain other
products have also been announced. Although early indications suggest
that the January price increase is holding, full realization of the
price increases will be dependent upon steel demand and the level of
imports. Steel imports to the United States have increased in recent
months. Steel imports to the United States accounted for an estimated
19% of the domestic steel market in 1993, and for an estimated 22%
in the fourth quarter.
U. S. Steel entered into a new five and one-half year contract
with the USWA, effective February 1, 1994, covering approximately
15,000 employees. The agreement will result in higher labor and
benefit costs for the U. S. Steel Group each year throughout the term
of the agreement. The agreement includes a signing bonus of $1,000 per
USWA represented employee that will be paid in the first quarter of
1994, $500 of which represents the final bonus payable under the
previous agreement. The agreement also provides for the establishment
of a Voluntary Employee Beneficiary Association Trust to prefund
health care and life insurance benefits for retirees covered under the
agreement. Minimum contributions, in the form of USX stock
or cash, are expected to be $25 million in 1994 and $10 million per
year thereafter. The funding of the trust will have no direct effect
on income of the U. S. Steel Group. Management believes that this
agreement is competitive with labor agreements reached by U. S.
Steel's major domestic integrated competitors and thus does not
believe that U. S. Steel's competitive position with regard to such
other competitors will be materially affected by its ratification.
U-44
104
Management's Discussion and Analysis CONTINUED
Severe cold and extreme winter weather conditions disrupted steel
and raw materials operations and caused forced utility curtailments at
Gary Works, Mon Valley Works and Fairless (PA) Works in January 1994.
These events will have some negative effects on operations in the
first quarter of 1994.
Net pension credits for the U. S. Steel Group in 1994 are expected
to decline by approximately $85 million primarily due to a lower
assumed long-term rate of return on plan assets.
THE DELHI GROUP
The Delhi Group includes Delhi Gas Pipeline Corporation, a wholly
owned subsidiary of USX, and certain related companies which are
engaged in the purchasing, gathering, processing, transporting and
marketing of natural gas.
Sales of $535 million in 1993 increased $77 million from 1992,
mainly due to increased revenues from premium services and higher
average natural gas sales prices. Sales of $458 million in 1992
increased $35 million from 1991 primarily due to higher average
natural gas sales prices, increased systems throughput volumes and
increased gas processing revenues.
Operating income was $36 million in 1993, compared with $33
million in 1992 and $31 million in 1991. Operating income in 1993
included favorable effects of $2 million for the reversal of a
prior-period accrual related to a natural gas contract settlement, $1
million related to gas imbalance settlements and a net $1 million for
a refund of prior years' taxes other than income taxes. Operating
income in 1992 included favorable effects totaling $2 million relating
to the settlement of various lawsuits and third-party disputes.
Excluding the effects of these items, 1993 operating income improved
by $1 million, primarily as a result of higher gas sales margins and
lower operating and other expenses, partially offset by a 34% decline
in gas processing margins from the sale of natural gas liquids
("NGLs"). Operating income in 1991 included $8 million for favorable
settlements of certain contractual issues. Excluding the effects of
the settlements in 1992 and 1991, the $8 million improvement in 1992
operating income was primarily due to increased NGLs volumes from gas
processing, higher natural gas systems throughput volumes and lower
operating and other expenses. These favorable items were partially
offset by lower unit margins for NGLs, reflecting lower NGLs prices
and higher feedstock costs.
U-45
105
Marathon Group
Index to Financial Statements, Supplementary Data and
Management's Discussion and Analysis
Page
----
Explanatory Note Regarding Financial Information . . . . . . . . . . . M-2
Management's Report . . . . . . . . . . . . . . . . . . . . . . . . . M-3
Audited Financial Statements:
Report of Independent Accountants . . . . . . . . . . . . . . . . . M-3
Statement of Operations . . . . . . . . . . . . . . . . . . . . . . M-4
Balance Sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . M-5
Statement of Cash Flows . . . . . . . . . . . . . . . . . . . . . . M-6
Notes to Financial Statements . . . . . . . . . . . . . . . . . . . M-7
Principal Unconsolidated Affiliates . . . . . . . . . . . . . . . . . M-20
Supplementary Information . . . . . . . . . . . . . . . . . . . . . . M-20
Selected Quarterly Financial Data . . . . . . . . . . . . . . . . . . M-21
Five-Year Operating Summary . . . . . . . . . . . . . . . . . . . . . M-22
Management's Discussion and Analysis . . . . . . . . . . . . . . . . . M-23
M-1
106
Marathon Group
Explanatory Note Regarding Financial Information
Although the financial statements of the Marathon
Group, the U.S. Steel Group and the Delhi Group
separately report the assets, liabilities (including
contingent liabilities) and stockholders' equity of
USX attributed to each such group, such attribution
does not affect legal title to such assets and
responsibility for such liabilities. Holders of
USX-Marathon Group Common Stock, USX-U.S. Steel
Group Common Stock and USX-Delhi Group Common Stock
are holders of common stock of USX and continue to be
subject to all the risks associated with an
investment in USX and all of its businesses and
liabilities. Financial impacts arising from any of
the Marathon Group, the U.S. Steel Group or the
Delhi Group which affect the overall cost of USX's
capital could affect the results of operations and
financial condition of all groups. In addition, net
losses of any group, as well as dividends or
distributions on any class of USX common stock or
series of Preferred Stock and repurchases of any
class of USX common stock or certain series of
Preferred Stock, will reduce the funds of USX legally
available for payment of dividends on all classes of
USX common stock. Accordingly, the USX consolidated
financial information should be read in connection
with the Marathon Group financial information.
M-2
107
Management's Report
The accompanying financial statements of the Marathon
Group are the responsibility of and have been
prepared by USX Corporation (USX) in conformity with
generally accepted accounting principles. They
necessarily include some amounts that are based on
best judgments and estimates. The Marathon Group
financial information displayed in other sections of
this report is consistent with that in these
financial statements.
USX seeks to assure the objectivity and
integrity of its financial records by careful
selection of its managers, by organizational
arrangements that provide an appropriate division of
responsibility and by communications programs aimed
at assuring that its policies and methods are
understood throughout the organization.
USX has a comprehensive formalized system of
internal accounting controls designed to provide
reasonable assurance that assets are safeguarded and
that financial records are reliable. Appropriate
management monitors the system for compliance, and
the internal auditors independently measure its
effectiveness and recommend possible improvements
thereto. In addition, as part of their audit of the
financial statements, USX's independent accountants,
who are elected by the stockholders, review and test
the internal accounting controls selectively to
establish a basis of reliance thereon in determining
the nature, extent and timing of audit tests to be
applied.
The Board of Directors pursues its oversight
role in the area of financial reporting and internal
accounting control through its Audit Committee. This
Committee, composed solely of nonmanagement
directors, regularly meets (jointly and separately)
with the independent accountants, management and
internal auditors to monitor the proper discharge by
each of its responsibilities relative to internal
accounting controls and the consolidated and group
financial statements.
Charles A. Corry Robert M. Hernandez Lewis B. Jones
Chairman, Board of Directors Executive Vice President -- Vice President
& Chief Executive Officer Accounting & Finance & Comptroller
& Chief Financial Officer
Report of Independent Accountants
To the Stockholders of USX Corporation:
In our opinion, the accompanying financial statements
appearing on pages M-4 through M-20 and as listed in
Item 14.A.2 on page 61 of this report present fairly,
in all material respects, the financial position of
the Marathon Group at December 31, 1993 and 1992, and
the results of its operations and its cash flows for
each of the three years in the period ended December
31, 1993, in conformity with generally accepted
accounting principles. These financial statements are
the responsibility of USX's management; our
responsibility is to express an opinion on these
financial statements based on our audits. We
conducted our audits of these statements in
accordance with generally accepted auditing standards
which require that we plan and perform the audit to
obtain reasonable assurance about whether the
financial statements are free of material
misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and
disclosures in the financial statements, assessing
the accounting principles used and significant
estimates made by management, and evaluating the
overall financial statement presentation. We believe
that our audits provide a reasonable basis for the
opinion expressed above.
As discussed in Note 2, page M-7, in 1993 USX
adopted new accounting standards for postemployment
benefits and for retrospectively rated insurance
contracts. As discussed in Note 10, page M-13, and
Note 11, page M-14, in 1992 USX adopted new
accounting standards for postretirement benefits
other than pensions and for income taxes,
respectively.
The Marathon Group is a business unit of USX
Corporation (as described in Note 1, page M-7);
accordingly, the financial statements of the Marathon
Group should be read in connection with the
consolidated financial statements of USX Corporation
and Subsidiary Companies.
Price Waterhouse
600 Grant Street, Pittsburgh, Pennsylvania 15219-2794
February 8, 1994
M-3
108
Statement of Operations
(Dollars in millions) 1993 1992 1991
..........................................................................................................
SALES (Note 4, page M-9) $ 11,962 $ 12,782 $ 13,975
OPERATING COSTS:
Cost of sales (excludes items shown below) 8,209 9,341 10,031
Inventory market valuation charges (credits) (Note 18, page M-17) 241 (62) 260
Selling, general and administrative expenses 325 343 363
Depreciation, depletion and amortization 727 793 875
Taxes other than income taxes (Note 12, page M-15) 2,146 1,776 1,885
Exploration expenses 145 172 179
Restructuring charges (Note 13, page M-15) -- 115 24
-------- -------- --------
Total operating costs 11,793 12,478 13,617
-------- -------- --------
OPERATING INCOME 169 304 358
Other income (loss) (Note 8, page M-11) 46 (7) 30
Interest and other financial income (Note 8, page M-11) 22 210 18
Interest and other financial costs (Note 8, page M-11) (292) (306) (341)
-------- -------- --------
TOTAL INCOME (LOSS) BEFORE INCOME TAXES AND CUMULATIVE
EFFECT OF CHANGES IN ACCOUNTING PRINCIPLES (55) 201 65
Less provision (credit) for estimated income taxes
(Note 11, page M-14) (49) 92 136
-------- -------- --------
TOTAL INCOME (LOSS) BEFORE CUMULATIVE EFFECT OF CHANGES
IN ACCOUNTING PRINCIPLES (6) 109 (71)
Cumulative effect of changes in accounting principles:
Postemployment benefits (Note 2, page M-7) (17) -- --
Retrospectively rated insurance contracts (Note 2, page M-8) (6) -- --
Postretirement benefits other than
pensions (Note 10, page M-13) -- (147) --
Income taxes (Note 11, page M-14) -- (184) --
-------- -------- --------
NET LOSS (29) (222) (71)
Dividends on preferred stock (6) (6) (7)
-------- -------- --------
NET LOSS APPLICABLE TO MARATHON STOCK $ (35) $ (228) $ (78)
..........................................................................................................
Income Per Common Share of Marathon Stock
1993 1992 1991
..........................................................................................................
PRIMARY AND FULLY DILUTED:
Total income (loss) before cumulative effect of changes in
accounting principles applicable to Marathon Stock $ (.04) $ .37 $ (.31)
Cumulative effect of changes in accounting principles (.08) (1.17) -
--------- -------- --------
Net loss applicable to Marathon Stock $ (.12) $ (.80) $ (.31)
Weighted average shares, in thousands
-- primary 286,594 283,494 255,474
-- fully diluted 286,594 283,495 255,474
..........................................................................................................
See Note 22, page M-18, for a description of net
income per common share.
The accompanying notes are an integral part of these
financial statements.
M-4
109
Balance Sheet
(Dollars in millions) December 31 1993 1992
.................................................................................................
ASSETS
Current assets:
Cash and cash equivalents $ 185 $ 35
Receivables, less allowance for doubtful accounts
of $3 and $7 (Note 19, page M-17) 337 525
Inventories (Note 18, page M-17) 987 1,278
Other current assets 89 96
--------- ---------
Total current assets 1,598 1,934
Long-term receivables and other investments (Note 14, page M-15) 317 323
Property, plant and equipment -- net (Note 17, page M-16) 8,428 8,433
Prepaid pensions (Note 9, page M-12) 263 252
Other noncurrent assets 200 199
--------- ---------
Total assets $10,806 $11,141
.................................................................................................
LIABILITIES
Current liabilities:
Notes payable $ 1 $ 31
Accounts payable 1,109 1,453
Payable to the U. S. Steel Group (Note 15, page M-16) 13 41
Payroll and benefits payable 85 82
Accrued taxes 294 255
Deferred income taxes (Note 11, page M-14) 37 128
Accrued interest 106 86
Long-term debt due within one year (Note 6, page M-10) 23 202
--------- ---------
Total current liabilities 1,668 2,278
Long-term debt (Note 6, page M-10) 4,239 3,743
Long-term deferred income taxes (Note 11, page M-14) 1,223 1,229
Employee benefits (Note 10, page M-13) 306 261
Deferred credits and other liabilities 260 295
--------- ---------
Total liabilities 7,696 7,806
STOCKHOLDERS' EQUITY (Note 20, page M-17)
Preferred stock 78 78
Common stockholders' equity 3,032 3,257
--------- ---------
Total stockholders' equity 3,110 3,335
--------- ---------
Total liabilities and stockholders' equity $10,806 $11,141
.................................................................................................
The accompanying notes are an integral part of these financial
statements.
M-5
110
Statement of Cash Flows
(Dollars in millions) 1993 1992 1991
............................................................................................................................
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
OPERATING ACTIVITIES:
Net loss $ (29) $ (222) $ (71)
Adjustments to reconcile to net cash provided
from operating activities:
Accounting principle changes 23 331 --
Depreciation, depletion and amortization 727 793 875
Exploratory dry well costs 48 82 67
Inventory market valuation charges (credits) 241 (62) 260
Pensions (6) (31) (22)
Postretirement benefits other than pensions 24 20 (2)
Deferred income taxes (116) 2 2
Gain on disposal of assets (34) (1) (12)
Restructuring charges -- 115 24
Changes in: Current receivables -- sold -- -- 50
-- purchased from the Delhi Group (4) (15) --
-- operating turnover 193 106 51
Inventories 44 8 (158)
Current accounts payable and accrued expenses (313) (127) (144)
All other items -- net 29 (4) 94
------ ------ ------
Net cash provided from operating activities 827 995 1,014
------ ------ ------
INVESTING ACTIVITIES:
Capital expenditures (910) (1,193) (960)
Disposal of assets 174 77 52
Proceeds from issuance of Delhi Stock -- net of cash
attributed to the Delhi Group 5 122 --
All other items -- net (5) 9 5
------ ------ ------
Net cash used in investing activities (736) (985) (903)
------ ------ ------
FINANCING ACTIVITIES (Note 3, page M-8):
Marathon Group activity -- USX debt attributed to all groups -- net 261 (410) 285
Specifically attributed debt -- repayments -- (6) (5)
Production financing and other agreements -- repayments -- (10) (120)
Preferred stock repurchased -- -- (3)
Marathon Stock repurchased (1) (1) (46)
Marathon Stock issued 1 596 113
Dividends paid (201) (340) (327)
------ ------ ------
Net cash provided from (used in) financing activities 60 (171) (103)
------ ------ ------
EFFECT OF EXCHANGE RATE CHANGES ON CASH (1) (4) (1)
------ ------ ------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 150 (165) 7
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 35 200 193
------ ------ ------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 185 $ 35 $ 200
...........................................................................................................................
See Note 7, page M-11, for supplemental cash flow information.
The accompanying notes are an integral part of these financial statements.
M-6
111
Notes to Financial Statements
1. BASIS OF PRESENTATION
USX Corporation (USX) has three classes of common stock:
USX -- Marathon Group Common Stock (Marathon Stock), USX
U. S. Steel Group Common Stock (Steel Stock) and USX --
Delhi Group Common Stock (Delhi Stock), which are intended
to reflect the performance of the Marathon Group, the U.S.
Steel Group and the Delhi Group, respectively.
The financial statements of the Marathon Group include
the financial position, results of operations and cash
flows for the businesses of Marathon Oil Company and
certain other subsidiaries of USX, and a portion of the
corporate assets and liabilities and related transactions
which are not separately identified with ongoing operating
units of USX. The Marathon Group is involved in worldwide
exploration, production, transportation and marketing of
crude oil and natural gas; and domestic refining, marketing
and transportation of petroleum products. The Marathon
Group financial statements are prepared using the amounts
included in the USX consolidated financial statements.
The Delhi Group was established October 2, 1992; the
Marathon Group financial data for the periods presented
prior to this date included the combined historical
financial position, results of operations and cash flows
for the businesses of the Delhi Group. Beginning October 2,
1992, the financial statements of the Marathon Group do not
include the financial position, results of operations and
cash flows for the businesses of the Delhi Group except for
the financial effects of the Retained Interest (Note 3,
page M-9).
Although the financial statements of the Marathon
Group, the U. S. Steel Group and the Delhi Group separately
report the assets, liabilities (including contingent
liabilities) and stockholders' equity of USX attributed to
each such group, such attribution does not affect legal
title to such assets and responsibility for such
liabilities. Holders of Marathon Stock, Steel Stock and
Delhi Stock are holders of common stock of USX and continue
to be subject to all the risks associated with an
investment in USX and all of its businesses and
liabilities. Financial impacts arising from any of the
Marathon Group, the U. S. Steel Group or the Delhi Group
which affect the overall cost of USX's capital could affect
the results of operations and financial condition of all
groups. In addition, net losses of any group, as well as
dividends or distributions on any class of USX common stock
or series of Preferred Stock and repurchases of any class
of USX common stock or certain series of Preferred Stock,
will reduce the funds of USX legally available for payment
of dividends on all classes of USX common stock.
Accordingly, the USX consolidated financial information
should be read in connection with the Marathon Group
financial information.
2. SUMMARY OF PRINCIPAL ACCOUNTING POLICIES
PRINCIPLES APPLIED IN CONSOLIDATION -- These financial
statements include the accounts of the businesses
comprising the Marathon Group. The Marathon Group, the
U. S. Steel Group and the Delhi Group financial statements,
taken together, comprise all of the accounts included in
the USX consolidated financial statements.
Investments in unincorporated oil and gas joint
ventures are accounted for on a pro rata basis.
Investments in other entities in which the Marathon
Group has significant influence in management and
control are accounted for using the equity method of
accounting and are carried in the investment account at the
Marathon Group's share of net assets plus advances. The
proportionate share of income from equity investments is
included in other income.
The proportionate share of income represented by the
Retained Interest in the Delhi Group is included in other
income.
Investments in marketable equity securities are
carried at lower of cost or market and investments in other
companies are carried at cost, with income recognized when
dividends are received.
NEW ACCOUNTING STANDARDS -- The following accounting
standards were adopted by USX during 1993:
Postemployment benefits -- Effective January 1, 1993,
USX adopted Statement of Financial Accounting
Standards No. 112, "Employers' Accounting for
Postemployment Benefits" (SFAS No. 112). SFAS No. 112
requires employers to recognize the obligation to
provide postemployment benefits on an accrual basis if
certain conditions are met. The Marathon Group is
affected
M-7
112
primarily by disability-related claims covering
indemnity and medical payments. The obligation for
these claims is measured using actuarial techniques
and assumptions including an appropriate discount
rate. The cumulative effect of the change in
accounting principle determined as of January 1, 1993,
reduced net income $17 million, net of $10 million
income tax effect. The effect of the change in
accounting principle reduced 1993 operating income by
$2 million.
Accounting for multiple-year retrospectively rated
insurance contracts -- USX adopted Emerging Issues Task
Force (EITF) Consensus No. 93-14, "Accounting for
Multiple-Year Retrospectively Rated Insurance
Contracts". EITF No. 93-14 requires accrual of
retrospective premium adjustments when the insured has
an obligation to pay cash to the insurer that would
not have been required absent experience under the
contract. The cumulative effect of the change in
accounting principle determined as of January 1, 1993,
reduced net income $6 million, net of $3 million
income tax effect.
CASH AND CASH EQUIVALENTS -- Cash and cash equivalents
includes cash on hand and on deposit and highly liquid debt
instruments with maturities generally of three months or
less.
INVENTORIES -- Inventories are carried at lower of cost or
market. Cost of inventories is determined primarily under
the last-in, first-out (LIFO) method.
HEDGING TRANSACTIONS -- The Marathon Group enters into
commodity swaps, futures contracts and options to hedge
exposure to price fluctuations relevant to the purchase or
sale of crude oil, refined products and natural gas. Such
transactions are accounted for as part of the commodity
being hedged. Forward contracts are used to hedge currency
risks, and the accounting is based on the requirements of
Statement of Financial Accounting Standards No. 52.
EXPLORATION AND DEVELOPMENT -- The Marathon Group follows
the successful efforts method of accounting for oil and gas
exploration and development.
GAS BALANCING -- The Marathon Group follows the sales method
of accounting for gas production imbalances.
PROPERTY, PLANT AND EQUIPMENT -- Depreciation and depletion
of oil and gas producing properties are computed using
predetermined rates based upon estimated proved oil and gas
reserves applied on a units-of-production method. Other
items of property, plant and equipment are depreciated
principally by the straight-line method.
When an entire property, major facility or facilities
depreciated on an individual basis are sold or otherwise
disposed of, any gain or loss is reflected in income.
Proceeds from disposal of other facilities depreciated on a
group basis are credited to the depreciation reserve with
no immediate effect on income.
INSURANCE -- The Marathon Group is insured for catastrophic
casualty and certain property exposures, as well as those
risks required to be insured by law or contract. Costs
resulting from noninsured losses are charged against income
upon occurrence.
RECLASSIFICATIONS -- Certain reclassifications of prior
years' data have been made to conform to 1993
classifications.
3. CORPORATE ACTIVITIES
FINANCIAL ACTIVITIES -- As a matter of policy, USX manages
most financial activities on a centralized, consolidated
basis. Such financial activities include the investment of
surplus cash; the issuance, repayment and repurchase of
short-term and long-term debt; the issuance, repurchase and
redemption of preferred stock; and the issuance and
repurchase of common stock. Transactions related primarily
to invested cash, short-term and long-term debt (including
convertible debt), related net interest and other financial
costs, and preferred stock and related dividends are
attributed to the Marathon Group, the U.S. Steel Group and
the Delhi Group based upon the cash flows of each group for
the periods presented and the initial capital structure of
each group. Most financing transactions are attributed to
and reflected in the financial statements of all three
groups. See Note 5, page M-10, for the Marathon Group's
portion of USX's financial activities attributed to all
three groups. However, certain transactions such as leases,
production payment financings, financial activities of
consolidated entities which are less than wholly owned by
USX and transactions related to securities convertible
solely into any one class of common stock are or will be
specifically attributed to and reflected in their entirety
in the financial statements of the group to which they
relate.
CORPORATE GENERAL & ADMINISTRATIVE COSTS -- Corporate
general and administrative costs are allocated to the
Marathon Group, the U. S. Steel Group and the Delhi Group
based upon utilization or other methods management believes
to be reasonable and which consider certain measures of
M-8
113
business activities, such as employment, investments and
sales. The costs allocated to the Marathon Group were $28
million, $30 million and $45 million in 1993, 1992 and
1991, respectively, and primarily consist of employment
costs including pension effects, professional services,
facilities and other related costs associated with
corporate activities.
COMMON STOCK TRANSACTIONS -- All financial statement impacts
of purchases and issuances of Marathon Stock after the
change of USX common stock into Marathon Stock and the
distribution of Steel Stock on May 6, 1991, are reflected
in their entirety in the Marathon Group financial
statements. Financial statement impacts of treasury stock
transactions occurring before May 7, 1991, have been
attributed to the two groups in relationship to their
respective common equity. The initial dividend on the
Marathon Stock was paid on September 10, 1991. Dividends
paid by USX prior to September 10, 1991, were attributed to
the Marathon Group and the U.S. Steel Group based upon the
relationship of the initial dividends on the Marathon Stock
and Steel Stock.
The USX Certificate of Incorporation was amended on
September 30, 1992, to authorize a new class of common
stock, Delhi Stock, which is intended to reflect the
performance of the Delhi Group. On October 2, 1992, USX
sold 9,000,000 shares of Delhi Stock to the public. The
businesses of the Delhi Group were previously included in
the Marathon Group. The USX Board of Directors deemed
14,000,000 shares of Delhi Stock to represent 100% of the
common stockholders' equity value of USX attributable to
the Delhi Group. The Delhi Fraction is the percentage
interest in the Delhi Group represented by the shares of
Delhi Stock that are outstanding at any particular time
and, based on 9,282,870 outstanding shares at December 31,
1993, is approximately 66%. The Marathon Group financial
statements reflect a percentage interest in the Delhi Group
of approximately 34% (Retained Interest) at December 31,
1993. Beginning October 2, 1992, the financial position,
results of operations and cash flows of the Delhi Group
were reflected in the financial statements of the Marathon
Group only to the extent of the Retained Interest. The
shares deemed to represent the Retained Interest are not
outstanding shares of Delhi Stock and cannot be voted by
the Marathon Group. As additional shares of Delhi Stock
deemed to represent the Retained Interest are sold, the
Retained Interest will decrease. When a dividend or other
distribution is paid or distributed in respect to the
outstanding Delhi Stock, or any amount paid to repurchase
shares of Delhi Stock generally, the Marathon Group
financial statements are credited, and the Delhi Group
financial statements are charged, with the aggregate
transaction amount times the quotient of the
Retained Interest divided by the Delhi Fraction.
INCOME TAXES -- All members of the USX affiliated group are
included in the consolidated United States federal income
tax return filed by USX. Accordingly, the provision for
federal income taxes and the related payments or refunds of
tax are determined on a consolidated basis. The
consolidated provision and the related tax payments or
refunds have been reflected in the Marathon Group, the
U.S. Steel Group and the Delhi Group financial statements
in accordance with USX's tax allocation policy. In general,
such policy provides that the consolidated tax provision
and related tax payments or refunds are allocated among the
Marathon Group, the U.S. Steel Group and the Delhi Group,
for group financial statement purposes, based principally
upon the financial income, taxable income, credits,
preferences and other amounts directly related to the
respective groups.
For tax provision and settlement purposes, tax
benefits resulting from attributes (principally net
operating losses), which cannot be utilized by one of the
three groups on a separate return basis but which can be
utilized on a consolidated basis in that year or in a
carryback year, are allocated to the group that generated
the attributes. However, if such tax benefits cannot be
utilized on a consolidated basis in that year or in a
carryback year, the prior years' allocation of such
consolidated tax effects is adjusted in a subsequent year
to the extent necessary to allocate the tax benefits to the
group that would have realized the tax benefits on a
separate return basis.
The allocated group amounts of taxes payable or
refundable are not necessarily comparable to those that
would have resulted if the groups had filed separate tax
returns; however, such allocation should not result in any
of the three groups paying more income taxes over time than
it would if it filed separate tax returns and, in certain
situations, could result in any of the three groups paying
less.
4. SALES
The items below were included in both sales and operating
costs, resulting in no effect on income:
(In millions) 1993 1992 1991
............................................................................................................
Matching buy/sell transactions(a) $ 2,018 $ 2,537 $ 2,940
Consumer excise taxes on petroleum products and merchandise 1,927 1,655 1,662
............................................................................................................
(a) Reflected the gross amount of purchases and sales
associated with crude oil and refined product buy/sell
transactions which are settled in cash.
M-9
114
5. FINANCIAL ACTIVITIES ATTRIBUTED TO ALL THREE GROUPS
As described in Note 3, page M-8, the Marathon Group's
portion of USX's financial activities attributed to all
groups based on their respective cash flows (which excludes
amounts specifically attributed to any of the groups, Note
6, page M-10) is as follows:
Marathon Group Consolidated USX(a)
-------------------- -------------------
(In millions) December 31 1993 1992 1993 1992
................................................................................................................
Cash and cash equivalents $ 145 $ 5 $ 196 $ 8
................................................................................................................
Notes payable $ -- $ 29 $ -- $ 45
Long-term debt due within one year (Note 6, page M-10) 23 201 31 311
Long-term debt (Note 6, page M-10) 4,214 3,718 5,683 5,761
------- ------- ------- -------
Total liabilities $ 4,237 $ 3,948 $ 5,714 $ 6,117
................................................................................................................
Preferred stock $ 78 $ 78 $ 105 $ 105
................................................................................................................
Marathon Group(b) Consolidated USX
----------------- ----------------
(In millions) Year ended December 31 1993 1992 1991 1993 1992 1991
................................................................................................................
Net interest and other financial
costs (Note 8, page M-11) $(338) $(311) $(355) $(471) $(458) $(475)
................................................................................................................
(a) For details of USX notes payable, long-term debt and
preferred stock, see Notes 13, page U-18; 14, page
U-19; and 19 page U-21, respectively, to the USX
consolidated financial statements.
(b) The Marathon Group's net interest and other financial
costs reflect weighted average effects of all
financial activities attributed to all three groups.
6. LONG-TERM DEBT
The Marathon Group's portion of USX's consolidated
long-term debt is as follows:
Marathon Group Consolidated USX(a)
-------------- -------------------
(In millions) December 31 1993 1992 1993 1992
..........................................................................................................
Specifically attributed debt(b):
Sale-leaseback financing and capital leases $ 25 $ 26 $ 142 $ 147
Other -- -- 67 83
------- ------- ------- -------
Total 25 26 209 230
Less amount due within one year -- 1 4 23
------- ------- ------- -------
Total specifically attributed long-term debt $ 25 $ 25 $ 205 $ 207
..........................................................................................................
Debt attributed to all three groups(c) $ 4,293 $3,969 $5,790 $6,149
Less unamortized discount 56 50 76 77
Less amount due within one year 23 201 31 311
------- ------- ------- -------
Total long-term debt attributed to all three groups $ 4,214 $3,718 $5,683 $5,761
..........................................................................................................
Total long-term debt due within one year $ 23 $ 202 $ 35 $ 334
Total long-term debt due after one year 4,239 3,743 5,888 5,968
..........................................................................................................
(a) See Note 14, page U-19, to the USX consolidated
financial statements for details of interest rates,
maturities and other terms of long-term debt.
(b) As described in Note 3, page M-8, certain financial
activities are specifically attributed only to the
Marathon Group, the U.S. Steel Group or the Delhi
Group.
(c) Most long-term debt activities of USX Corporation and
its wholly owned subsidiaries are attributed to all
three groups (in total, but not with respect to
specific debt issues) based on their respective cash
flows (Notes 3, page M-8; 5, page M-10; and 7, page
M-11).
M-10
115
7. SUPPLEMENTAL CASH FLOW INFORMATION
(In millions) 1993 1992 1991
.................................................................................................................
CASH (USED IN) OPERATING ACTIVITIES INCLUDED:
Interest and other financial costs paid (net of amount capitalized) $ (237) $ (247) $ (303)
Income taxes paid, including settlements with other groups (86) (125) (400)
.................................................................................................................
USX DEBT ATTRIBUTED TO ALL THREE GROUPS -- NET:
Commercial paper:
Issued $ 2,229 $ 2,412 $ 3,956
Repayments (2,598) (2,160) (4,012)
--------- --------- ---------
Credit agreements:
Borrowings 1,782 6,684 5,717
Repayments (2,282) (7,484) (5,492)
Other credit arrangements -- net (45) (22) 7
Other debt:
Borrowings 791 742 851
Repayments (318) (381) (179)
--------- --------- ---------
Total $ (441) $ (209) $ 848
========= ========= =========
Marathon Group activity $ 261 $ (410) $ 285
U. S. Steel Group activity (713) 218 563
Delhi Group activity 11 (17) --
--------- --------- ---------
Total $ (441) $ (209) $ 848
.................................................................................................................
NONCASH INVESTING AND FINANCING ACTIVITIES:
Marathon Stock issued for Dividend Reinvestment Plan
and employee stock option plans $ 1 $ 68 $ 17
Debt attributed to the Delhi Group -- (117) --
Capital lease obligations -- 2 --
.................................................................................................................
8. OTHER ITEMS
(In millions) 1993 1992 1991
.................................................................................................................
OPERATING COSTS INCLUDED:
Maintenance and repairs of plant and equipment $ 318 $ 358 $ 376
Research and development 19 19 22
.................................................................................................................
OTHER INCOME (LOSS):
Gain on disposal of assets $ 34(a) $ 1 $ 12
Income from affiliates -- equity method 9 13 14
Income from Retained Interest in the Delhi Group 4 1 --
Other income (loss) (1) (22) 4
--------- --------- ---------
Total $ 46 $ (7) $ 30
.................................................................................................................
INTEREST AND OTHER FINANCIAL INCOME(b):
Interest income $ 11 $ 11 $ 14
Other 11 199(c) 4
--------- --------- ---------
Total 22 210 18
--------- --------- ---------
INTEREST AND OTHER FINANCIAL COSTS(b):
Interest incurred (315) (290) (337)
Less interest capitalized 97 68 40
--------- --------- ---------
Net interest (218) (222) (297)
Interest on litigation (6) (15) --
Interest on tax issues (25) (21) 14(d)
Amortization of discounts (26) (29) (30)
Expenses on sales of accounts receivable (Note 19, page M-17) (14) (16) (23)
Other (3) (3) (5)
--------- --------- ---------
Total (292) (306) (341)
--------- --------- ---------
NET INTEREST AND OTHER FINANCIAL COSTS(b) $ (270) $ (96) $ (323)
.................................................................................................................
(a) Gains resulted primarily from the sale of two product
tug/barge units and the sale of assets of a convenience
store wholesale distributor subsidiary, Bosart Co.
(b) See Note 3, page M-8, for discussion of USX net interest
and other financial costs attributable to the Marathon
Group.
(c) Included a $177 million favorable adjustment related to
interest income from a refund of prior years' production
taxes.
(d) Included a $26 million favorable adjustment related to
interest accrued for prior years' production taxes.
M-11
116
9. PENSIONS
The Marathon Group has noncontributory defined benefit plans
covering substantially all employees. Benefits under these
plans are based primarily upon years of service and the highest
three years earnings during the last ten years before
retirement. Certain subsidiaries provide benefits for employees
covered by other plans based primarily upon employees' service
and career earnings. The funding policy for all plans provides
that payments to the pension trusts shall be equal to the
minimum funding requirements of ERISA plus such additional
amounts as may be approved from time to time.
PENSION COST (CREDIT) -- The defined benefit cost for major
plans was determined assuming an expected long-term rate of
return on plan assets of 10% for 1993 and 11% for 1992 and
1991.
(In millions) 1993 1992 1991
.............................................................................................................
Major plans:
Cost of benefits earned during the period $ 33 $ 25 $ 24
Interest cost on projected benefit obligation
(7% for 1993; 8% for 1992 and 1991) 43 41 41
Return on assets:
Actual return (38) (70) (230)
Deferred gain (loss) (48) (23) 139
Net amortization of unrecognized (gains) and losses (5) (6) (7)
------ ------ ------
Subtotal: major plans (15) (33) (33)
Other plans 4 3 5
------ ------ ------
Total periodic pension cost (credit) $ (11) $ (30) $ (28)
.............................................................................................................
FUNDS' STATUS -- The assumed discount rate used to measure the
benefit obligations of major plans was 6.5% and 7% at December
31, 1993, and December 31, 1992, respectively. The assumed rate
of future increases in compensation levels was 5% and 5.5% at
December 31, 1993, and December 31, 1992, respectively. Plans
with accumulated benefit obligations (ABO) in excess of plan
assets were not material in 1992.
(In millions) December 31 1993 1992
.............................................................................................................
Plans with Plans with
assets in ABO in
excess excess
of ABO of assets
--------- ---------
Reconciliation of funds' status to reported amounts:
Projected benefit obligation(a) $ (658) $ (51) $ (637)
Plan assets at fair market value(b) 879 17 906
------ ------ ------
Assets in excess (less than) of
projected benefit obligation 221 (34) 269
Unrecognized net gain from transition to new
pension accounting standard (74) -- (81)
Unrecognized prior service cost 7 3 11
Unrecognized net loss 109 16 43
Additional minimum liability(c) -- (4) (4)
------ ------ ------
Net pension asset (liability) included in balance sheet $ 263 $ (19) $ 238
.............................................................................................................
(a) Projected benefit obligation includes:
Vested benefit obligation $ 435 $ 33 $ 414
Accumulated benefit obligation 501 36 470
(b) Types of assets held:
Stocks of other corporations 71% 74%
U.S. Government securities 10% 9%
Corporate debt instruments and other 19% 17%
(c) Additional minimum liability is offset by an
intangible asset.
.............................................................................................................
M-12
117
10. POSTRETIREMENT BENEFITS OTHER THAN PENSIONS
The Marathon Group has defined benefit retiree health and life
insurance plans covering most employees upon their retirement.
Health benefits are provided, for the most part, through
comprehensive hospital, surgical and major medical benefit
provisions subject to various cost sharing features. Life
insurance benefits are provided to nonunion and most union
represented retiree beneficiaries primarily based on employees'
annual base salary at retirement. Benefits have not been
prefunded.
In 1992, USX adopted Statement of Financial Accounting
Standards No. 106, "Employers' Accounting for Postretirement
Benefits Other Than Pensions" (SFAS No. 106), which requires
accrual accounting for all postretirement benefits other than
pensions. USX elected to recognize immediately the transition
obligation determined as of January 1, 1992, which represents
the excess accumulated postretirement benefit obligation (APBO)
for current and future retirees over the recorded
postretirement benefit cost accruals. The cumulative effect of
the change in accounting principle for the Marathon Group
reduced net income $147 million, consisting of the transition
obligation of $233 million, net of $86 million income tax
effect.
POSTRETIREMENT BENEFIT COST -- Postretirement benefit cost for
defined benefit plans for 1993 and 1992 was determined
assuming a discount rate of 7% and 8%, respectively.
(In millions) 1993 1992
...................................................................................
Cost of benefits earned during the period $ 10 $ 8
Interest on APBO 23 19
Amortization of unrecognized losses 2 --
------ ------
Total periodic postretirement benefit cost $ 35 $ 27
...................................................................................
Prior to 1992, the cost of providing health care and life
insurance benefits to retired employees was recognized as an
expense primarily as claims were paid. These costs totaled $11
million for 1991.
OBLIGATIONS -- The following table sets forth the plans'
obligations and the amounts reported in the Marathon Group's
balance sheet:
(In millions) December 31 1993 1992
...................................................................................
Reconciliation of APBO to reported amounts:
APBO attributable to:
Retirees $ (144) $ (156)
Fully eligible plan participants (55) (51)
Other active plan participants (120) (113)
------ ------
Total APBO (319) (320)
Unrecognized net loss 58 63
Unamortized prior service cost (20) --
------ ------
Accrued liability included in balance sheet $ (281) $ (257)
...................................................................................
The assumed discount rate used to measure the APBO was
6.5% and 7% at December 31, 1993, and December 31, 1992,
respectively. The assumed rate of future increases in
compensation levels was 5.0% and 5.5% at December 31, 1993, and
December 31, 1992, respectively. The weighted average health
care cost trend rate in 1994 is approximately 7%, gradually
declining to an ultimate rate in 1999 of approximately 5.5%. A
one percentage point increase in the assumed health care cost
trend rates for each future year would have increased the
aggregate of the service and interest cost components of the
1993 net periodic postretirement benefit cost by $6 million and
would have increased the APBO as of December 31, 1993, by $46
million.
M-13
118
11. INCOME TAXES
Income tax provisions and related assets and liabilities
attributed to the Marathon Group are determined in accordance
with the USX group tax allocation policy (Note 3, page M-9).
In 1992, USX adopted Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes"
(SFAS No. 109), which requires an asset and liability approach
in accounting for income taxes. Under this method, deferred
income tax assets and liabilities are established to reflect
the future tax consequences of carryforwards and differences
between the tax bases and financial bases of assets and
liabilities. The cumulative effect of the change in accounting
principle determined as of January 1, 1992, reduced net income
$184 million.
Provisions (credits) for estimated income taxes:
1993 1992 1991(a)
--------------------------- -------------------------- ---------------------------
(In millions) Current Deferred Total Current Deferred Total Current Deferred Total
................................................................................................................
Federal $ 38 $ (162) $ (124) $ 62 $ (5) $ 57 $ 111 $ (7) $ 104
State and local 9 (18) (9) 7 (5) 2 14 -- 14
Foreign 20 64 84 21 12 33 16 2 18
------ ------ ------ ------ ------ ------ ------ ------ ------
Total $ 67 $ (116) $ (49) $ 90 $ 2 $ 92 $ 141 $ (5) $ 136
................................................................................................................
(a) Computed in accordance with Accounting Principles Board
Opinion No. 11. The deferred tax benefit of $5 million in 1991
was primarily the net result of timing differences related to
depreciation, depletion and amortization, intangible
development costs, pension accruals and the usage of business
credit carryforwards.
In 1993, the cumulative effects of the changes in
accounting principles for postemployment benefits and for
retrospectively rated insurance contracts included deferred tax
benefits of $10 million and $3 million, respectively (Note 2,
page M-7). In 1992, the cumulative effect of the change in
accounting principle for other postretirement benefits included
a deferred tax benefit of $86 million (Note 10, page M-13).
Reconciliation of federal statutory tax rate (35% in 1993,
and 34% in 1992 and 1991) to total provisions (credits):
(In millions) 1993 1992 1991
..............................................................................................................
Statutory rate applied to income before tax $ (19) $ 68 $ 22
Remeasurement of deferred income tax liabilities for
statutory rate increase as of January 1, 1993 40 -- --
Federal income tax effect on earnings of foreign subsidiaries 3 7 (13)
Foreign income taxes after federal income tax benefit(b) (9) 22 12
Sale of investment in subsidiaries (6) -- --
Liquidation of investment in subsidiary (17) -- --
State income taxes after federal income tax benefit (6) 1 9
Tax effect of inventory market valuation -- -- 88
Tax effect of purchase accounting amortization -- -- 15
Adjustment of prior years' tax (13) 1 2
Adjustment of prior years' valuation allowances (22) -- --
Effect of Retained Interest (1) -- --
Other 1 (7) 1
------ ------ ------
Total $ (49) $ 92 $ 136
..............................................................................................................
(b) Includes incremental deferred tax benefit of $64 million
in 1993 resulting from USX's ability to credit, rather
than deduct, certain foreign income taxes for federal
income tax purposes when paid in future periods.
Deferred tax assets and liabilities resulted from the
following:
(In millions) December 31 1993 1992
..................................................................................................................
Deferred tax assets:
State tax loss carryforwards (expiring in 1994 through 2008) $ 23 $ 10
Foreign tax loss carryforwards (portion of which expire in 2000 through 2008) 475 442
Minimum tax credit carryforwards 239 212
Employee benefits 137 110
Federal benefit for state and foreign deferred tax liabilities 186 79
Contingency and other accruals 158 146
Other 41 82
Valuation allowances(c) (119) (80)
------- -------
Total deferred tax assets 1,140 1,001
------- -------
Deferred tax liabilities:
Property, plant and equipment 2,036 1,911
Inventory 142 231
Prepaid pensions 112 105
Other 110 111
------- -------
Total deferred tax liabilities 2,400 2,358
------- -------
Net deferred tax liabilities $ 1,260 $ 1,357
..................................................................................................................
(c) Valuation allowances have been established for certain
federal, state and foreign income tax assets. The
valuation allowances increased $39 million primarily for
certain tax credits and tax loss carryforwards which USX
may not fully utilize.
M-14
119
The consolidated tax returns of USX for the years
1988 through 1991 are under various stages of audit and
administrative review by the IRS. USX believes it has made
adequate provision for income taxes and interest which may
become payable for years not yet settled.
Pretax income (loss) included $(55) million, $54
million and $155 million attributable to foreign sources in
1993, 1992 and 1991, respectively.
12. TAXES OTHER THAN INCOME TAXES
(In millions) 1993 1992 1991
...............................................................................................................
Consumer excise taxes $ 1,927 $ 1,655 $1,662
Property taxes 81 84 86
Payroll taxes 53 57 57
Other state, local and miscellaneous taxes 85 (20)(a) 80(a)
------- ------- ------
Total $ 2,146 $ 1,776 $1,885
...............................................................................................................
(a) Included a favorable adjustment of $119 million and $20
million in 1992 and 1991, respectively, for prior years'
production taxes.
13. RESTRUCTURING CHARGES
In 1992, restructuring actions involving the disposition of
nonstrategic domestic exploration and production properties,
resulted in a $115 million charge to operating income. In 1991,
a $24 million restructuring charge resulted from the planned
disposition of certain drilling operations and two regulated
utility companies.
14. LONG-TERM RECEIVABLES AND OTHER INVESTMENTS
(In millions) December 31 1993 1992
...............................................................................................................
Receivables due after one year $ 12 $ 8
Equity method investments 97 126
Retained Interest in the Delhi Group 69 69
Libyan investment (Note 26, page M-20) 108 111
Cost method companies 28 8
Other 3 1
------ ----
Total $ 317 $323
...............................................................................................................
The following financial information summarizes the
Marathon Group's share in other investments accounted for by
the equity method:
(In millions) 1993 1992 1991
...............................................................................................................
Income data -- year:
Sales $ 115 $ 171 $ 201
Operating income 34 51 59
Net income 9 13 14
...............................................................................................................
Dividends and partnership distributions $ 15 $ 26 $ 26
...............................................................................................................
Balance sheet data -- December 31:
Current assets $ 30 $ 36
Noncurrent assets 334 355
Current liabilities 43 42
Noncurrent liabilities 224 223
...............................................................................................................
Marathon Group purchases from equity affiliates
totaled $62 million, $57 million and $49 million in 1993,
1992 and 1991, respectively. Marathon Group sales to equity
affiliates totaled $21 million, $34 million and $38 million in
1993, 1992 and 1991, respectively.
The following financial information summarizes the
Marathon Group's Retained Interest in the Delhi Group which is
accounted for under the principles of equity accounting (Note
3, page M-9):
(In millions) 1993 1992(a)
...............................................................................................................
Income data -- year:
Sales $ 180 $ 49
Operating income 12 3
Net income 4 1
...............................................................................................................
Distributions from Retained Interest $ 1 $ --
...............................................................................................................
Balance sheet data -- December 31:
Current assets $ 14 $ 9
Noncurrent assets 181 192
Current liabilities 34 39
Noncurrent liabilities 92 93
...............................................................................................................
(a) For period from October 2, 1992 to December 31, 1992.
M-15
120
15. INTERGROUP TRANSACTIONS
SALES AND PURCHASES -- Marathon Group sales to the U. S. Steel
Group totaled $10 million, $16 million and $14 million in 1993,
1992 and 1991, respectively. Marathon Group purchases from the
U.S. Steel Group were not material. Marathon Group sales to
the Delhi Group totaled $30 million in 1993 and $8 million from
October 2 through December 31, 1992. Marathon Group purchases
from the Delhi Group totaled $4 million in 1993 and $2 million
from October 2 through December 31, 1992. These transactions
were conducted on an arm's-length basis. See Note 19, page M-17
for purchases of Delhi Group accounts receivable.
PAYABLE TO THE U. S. STEEL GROUP -- Accounts payable to the U.S.
Steel Group totaled $13 million at December 31, 1993 and $41
million at December 31, 1992. These amounts represent payables
for income taxes determined in accordance with the tax
allocation policy described in Note 3, page M-9. Tax
settlements between the groups are generally made in the year
succeeding that in which such amounts are accrued.
16. LEASES
Future minimum commitments for capital leases and for operating
leases having remaining noncancelable lease terms in excess of
one year are as follows:
Capital Operating
(In millions) Leases Leases
......................................................................................................
1994 $ 2 $ 96
1995 2 82
1996 2 68
1997 2 60
1998 2 141
Later years 35 226
Sublease rentals - (19)
----- ------
Total minimum lease payments $ 45 $ 654
======
Less imputed interest costs 20
-----
Present value of net minimum lease payments
included in long-term debt $ 25
......................................................................................................
Operating lease rental expense:
(In millions) 1993 1992 1991
...........................................................................................................
Minimum rental $ 97 $ 111 $ 124
Contingent rental 9 10 8
Sublease rentals (6) (7) (5)
----- ----- -----
Net rental expense $ 100 $ 114 $ 127
...........................................................................................................
The Marathon Group leases a wide variety of facilities and
equipment under operating leases, including land and building
space, office equipment, production facilities and
transportation equipment. Most long-term leases include renewal
options and, in certain leases, purchase options. In the event
of a change in control of USX, as defined in the agreements, or
certain other circumstances, lease obligations totaling $119
million may be declared immediately due and payable.
17. PROPERTY, PLANT AND EQUIPMENT
(In millions) December 31 1993 1992
...............................................................................................................
Production $ 12,659 $ 12,602
Refining 1,427 1,291
Marketing 1,316 1,278
Transportation 277 345
Other 212 214
-------- --------
Total 15,891 15,730
Less accumulated depreciation, depletion and amortization 7,463 7,297
-------- --------
Net $ 8,428 $ 8,433
...............................................................................................................
Property, plant and equipment included gross assets
acquired under capital leases of $39 million and $38 million at
December 31, 1993, and December 31, 1992, respectively; related
amounts included in accumulated depreciation, depletion and
amortization were $32 million and $29 million, respectively.
M-16
121
18. INVENTORIES
(In millions) December 31 1993 1992
..............................................................................................................
Crude oil and natural gas liquids $ 522 $ 566
Refined products and merchandise 796 813
Supplies and sundry items 108 97
-------- --------
Total (at cost) 1,426 1,476
Less inventory market valuation reserve 439 198
-------- --------
Net inventory carrying value $ 987 $ 1,278
..............................................................................................................
Inventories of crude oil and refined products are valued
by the LIFO method. The LIFO method accounted for 87% and 91%
of total inventory value at December 31, 1993, and December 31,
1992, respectively.
The inventory market valuation reserve reflects the extent
that the recorded cost of crude oil and refined products
inventories exceeds net realizable value. The reserve is
decreased to reflect increases in market prices and inventory
turnover and increased to reflect decreases in market prices.
Changes in the inventory market valuation reserve resulted in
charges (credits) to operating income of $241 million, $(62)
million and $260 million in 1993, 1992 and 1991, respectively.
19. SALES OF RECEIVABLES
The Marathon Group has entered into an agreement, subject to
limited recourse, to sell certain accounts receivable including
accounts receivable purchased from the Delhi Group. Payments
are collected from the sold accounts receivable; the
collections are reinvested in new accounts receivable for the
buyers; and a yield based on defined short-term market rates is
transferred to the buyers. Collections on sold accounts
receivable will be forwarded to the buyers at the end of the
agreement in 1995, in the event of earlier contract termination
or if the Marathon Group does not have a sufficient quantity of
eligible accounts receivable to reinvest in for the buyers. The
balance of sold accounts receivable averaged $400 million, $393
million and $354 million for the years 1993, 1992 and 1991,
respectively. At December 31, 1993, the balance of sold
accounts receivable that had not been collected was $400
million. Buyers have collection rights to recover payments from
an amount of outstanding receivables equal to 120% of the
outstanding receivables purchased on a nonrecourse basis; such
overcollateralization cannot exceed $80 million. The Marathon
Group does not generally require collateral for accounts
receivable, but significantly reduces credit risk through
credit extension and collection policies, which include
analyzing the financial condition of potential customers,
establishing credit limits, monitoring payments and
aggressively pursuing delinquent accounts. In the event of a
change in control of USX, as defined in the agreement, the
Marathon Group may be required to forward payments collected on
sold accounts receivable to the buyers.
20. STOCKHOLDERS' EQUITY
(Dollars in millions) 1993 1992 1991
..............................................................................................................
PREFERRED STOCK:
Balance at beginning of year $ 78 $ 80 $ 83
Attribution to the Delhi Group -- (2) --
Repurchased -- -- (3)
-------- -------- --------
Balance at end of year $ 78 $ 78 $ 80
..............................................................................................................
COMMON STOCKHOLDERS' EQUITY (Note 3, page M-9):
Balance at beginning of year $ 3,257 $ 3,215 $ 3,542
Net income (loss) (29) (222) (71)
Marathon Stock issued 1 609 130
Marathon Stock repurchased (1) (1) (46)
Equity adjustment -- Delhi Stock(a) -- 13 --
Dividends on preferred stock (6) (6) (7)
Dividends on Marathon Stock
(per share: $.68 in 1993; $1.22 in 1992;
and $1.31 in 1991)(b) (195) (348) (335)
Foreign currency translation adjustments (Note 23, page M-18) -- (4) (1)
Deferred compensation adjustments 3 2 2
Other 2 (1) 1
-------- -------- --------
Balance at end of year $ 3,032 $ 3,257 $ 3,215
..............................................................................................................
TOTAL STOCKHOLDERS' EQUITY $ 3,110 $ 3,335 $ 3,295
..............................................................................................................
(a) Reflected the proceeds received from the sale of Delhi
Stock to the public of $136 million, net of the Delhi
Fraction multiplied by the USX common stockholders' equity
of $191 million attributed to the Delhi Group as of
October 2, 1992 (Note 3, page M-9).
(b) The initial dividend on the Marathon Stock was paid on
September 10, 1991. Dividends paid by USX prior to that
date were attributed to the Marathon Group and the U. S.
Steel Group based upon the relationship of the initial
dividends on the Marathon Stock and Steel Stock.
M-17
122
21. DIVIDENDS
In accordance with the USX Certificate of Incorporation,
dividends on the Marathon Stock, Steel Stock and Delhi Stock
are limited to the legally available funds of USX. Net losses
of the Marathon Group, the U.S. Steel Group or the Delhi Group,
as well as dividends or distributions on any class of USX
common stock or series of Preferred Stock and repurchases of
any class of USX common stock or certain series of Preferred
Stock, will reduce the funds of USX legally available for
payment of dividends on all classes of USX common stock.
Subject to this limitation, the Board of Directors intends to
declare and pay dividends on the Marathon Stock based on the
financial condition and results of operation of the Marathon
Group, although it has no obligation under Delaware Law to do
so. In making its dividend decisions with respect to Marathon
Stock, the Board of Directors considers among other things, the
long-term earnings and cash flow capabilities of the Marathon
Group as well as the dividend policies of similar publicly
traded companies.
22. NET INCOME PER COMMON SHARE
The method of calculating net income (loss) per share for the
Marathon Stock, Steel Stock and Delhi Stock reflects the USX
Board of Directors' intent that the separately reported
earnings and surplus of the Marathon Group, the U.S. Steel
Group and the Delhi Group, as determined consistent with the
USX Certificate of Incorporation, are available for payment of
dividends to the respective classes of stock, although legally
available funds and liquidation preferences of these classes of
stock do not necessarily correspond with these amounts.
For purposes of computing net income (loss) per share of
Marathon Stock for periods prior to May 7, 1991, the numbers of
Marathon Stock shares are assumed to be the same as the total
corresponding numbers of shares of USX common stock.
Primary net income (loss) per share is calculated by
adjusting net income (loss) for dividend requirements of
preferred stock and is based on the weighted average number of
common shares outstanding plus common stock equivalents,
provided they are not antidilutive. Common stock equivalents
result from assumed exercise of stock options and surrender of
stock appreciation rights associated with stock options, where
applicable.
Fully diluted net income (loss) per share assumes
conversion of convertible securities for the applicable periods
outstanding and assumes exercise of stock options and surrender
of stock appreciation rights, provided, in each case, the
effect is not antidilutive.
23. FOREIGN CURRENCY TRANSLATION
Exchange adjustments resulting from foreign currency
transactions generally are recognized in income, whereas
adjustments resulting from translation of financial statements
are reflected as a separate component of stockholders' equity.
For 1993, 1992 and 1991, respectively, the aggregate foreign
currency transaction gains (losses) included in determining net
income were $1 million, $16 million and $(1) million. An
analysis of changes in cumulative foreign currency translation
adjustments follows:
(In millions) 1993 1992 1991
.................................................................................................................
Cumulative foreign currency translation adjustments at January 1 $ (6) $ (2) $ (1)
Aggregate adjustments for the year:
Foreign currency translation adjustments -- (4) (1)
------ ------ ------
Cumulative foreign currency adjustments at December 31 $ (6) $ (6) $ (2)
.................................................................................................................
24. STOCK PLANS AND STOCKHOLDER RIGHTS PLAN
USX Stock Plans and Stockholder Rights Plan are discussed in
Note 20, page U-22, and Note 24, page U-24, respectively, to
the USX consolidated financial statements.
M-18
123
25. FAIR VALUE OF FINANCIAL INSTRUMENTS
Fair value of the financial instruments disclosed herein is not
necessarily representative of the amount that could be realized
or settled, nor does the fair value amount consider the tax
consequences of realization or settlement. As described in
Note 3, page M-8, the Marathon Group's specifically attributed
financial instruments and the Marathon Group's portion of USX's
financial instruments attributed to all groups are as follows:
1993 1992
------------------------- ------------------------
Carrying Fair Carrying Fair
(In millions) December 31 Amount Value Amount Value
....................................................................................................................
FINANCIAL ASSETS:
Cash and cash equivalents $ 185 $ 185 $ 35 $ 35
Receivables 337 337 525 525
Long-term receivables and other investments 42 75 16 46
------- ------- ------- -------
Total financial assets $ 564 $ 597 $ 576 $ 606
======= ======= ======= =======
FINANCIAL LIABILITIES:
Notes payable $ 1 $ 1 $ 31 $ 31
Accounts payable 1,109 1,109 1,453 1,453
Accrued interest 106 106 86 86
Long-term debt (including amounts due within one year) 4,237 4,354 3,920 3,974
------- ------- ------- -------
Total financial liabilities $ 5,453 $ 5,570 $ 5,490 $ 5,544
....................................................................................................................
Fair value of financial instruments classified as current
assets or liabilities approximate carrying value due to the
short-term maturity of the instruments. Fair value of long-term
receivables and other investments was based on discounted cash
flows or other specific instrument analysis. Fair value of
long-term debt instruments was based on market prices where
available or current borrowing rates available for financings
with similar terms and maturities.
The Marathon Group's unrecognized financial instruments
consist of accounts receivables sold subject to limited
recourse, financial guarantees and commodity swaps. It is not
practicable to estimate the fair value of these forms of
financial instrument obligations. For details relating to sales
of receivables see Note 19, page M-17. For details relating to
financial guarantees see Note 26, page M-20. The contract value
of open natural gas commodity swaps totaled $41 million at
December 31, 1993. The swap arrangements vary in duration with
certain individual contracts extending into early 1996.
26. CONTINGENCIES AND COMMITMENTS
USX is the subject of, or party to, a number of pending or
threatened legal actions, contingencies and commitments
relating to the Marathon Group involving a variety of matters,
including laws and regulations relating to the environment.
Certain of these matters are discussed below. The ultimate
resolution of these contingencies could, individually or in the
aggregate, be material to the Marathon Group financial
statements. However, management believes that USX will remain a
viable and competitive enterprise even though it is possible
that these contingencies could be resolved unfavorably to the
Marathon Group.
ENVIRONMENTAL MATTERS --
The Marathon Group is subject to federal, state, local and
foreign laws and regulations relating to the environment. These
laws generally provide for control of pollutants released into
the environment and require responsible parties to undertake
remediation of hazardous waste disposal sites. Penalties may be
imposed for noncompliance. The Marathon Group provides for
remediation costs and penalties when the responsibility to
remediate is probable and the amount of associated costs is
reasonably determinable. Generally, the timing of these
accruals coincides with completion of a feasibility study or
the commitment to a formal plan of action. At December 31,
1993, and December 31, 1992, accrued liabilities for
remediation and platform abandonment totaled $161 million and
$138 million, respectively. It is not presently possible to
estimate the ultimate amount of all remediation costs that
might be incurred or the penalties that may be imposed.
For a number of years, the Marathon Group has made
substantial capital expenditures to bring existing facilities
into compliance with various laws relating to the environment.
In 1993 and 1992, such capital expenditures totaled $123
million and $240 million, respectively. The Marathon Group
anticipates making additional such expenditures in the future;
however, the exact amounts and timing of such expenditures are
uncertain because of the continuing evolution of specific
regulatory requirements.
M-19
124
LIBYAN OPERATIONS --
By reason of Executive Orders and related regulations
under which the U.S. Government is continuing economic
sanctions against Libya, the Marathon Group was required to
discontinue performing its Libyan petroleum contracts on June
30, 1986. In June 1989, the Department of the Treasury
authorized the Marathon Group to resume performing under those
contracts. Pursuant to that authorization, the Marathon Group
has engaged the Libyan National Oil Company and the Secretary
of Petroleum in continuing negotiations to determine when and
on what basis they are willing to allow the Marathon Group to
resume realizing revenue from the Marathon Group's investment
of $108 million in Libya. The Marathon Group is uncertain when
these negotiations can be completed or how the negotiations
will be affected by the United Nations sanctions against Libya.
GUARANTEES --
Guarantees by USX of the liabilities of affiliated and
other entities of the Marathon Group totaled $18 million and
$12 million at December 31, 1993, and December 31, 1992,
respectively.
At December 31, 1993, and December 31, 1992, the Marathon
Group's pro rata share of obligations of LOOP INC. and various
pipeline affiliates secured by throughput and deficiency
agreements totaled $206 million and $216 million, respectively.
Under the agreements, the Marathon Group is required to advance
funds if the affiliates are unable to service debt. Any such
advances are prepayments of future transportation charges.
COMMITMENTS --
At December 31, 1993, and December 31, 1992, contract
commitments for the Marathon Group's capital expenditures for
property, plant and equipment totaled $284 million and $360
million, respectively.
Principal Unconsolidated Affiliates (Unaudited)
Company Country % Ownership(a) Activity
............................................................................................................................
CLAM Petroleum Company Netherlands 50% Oil & Gas Production
LOCAP INC. United States 37% Pipeline & Storage Facilities
LOOP INC. United States 32% Offshore Oil Port
Kenai LNG Corporation United States 30% Natural Gas Liquification
............................................................................................................................
(a) Ownership interest as of December 31, 1993.
Supplementary Information on Oil and Gas Producing Activities (Unaudited)
See the USX consolidated financial statements for Supplementary Information on
Oil and Gas Producing Activities relating to the Marathon Group, pages U-29
through U-32.
M-20
125
Selected Quarterly Financial Data (Unaudited)
1993 1992
----------------------------------------- --------------------------------------------
(In millions except per share data) 4th Qtr. 3rd Qtr. 2nd Qtr. 1st Qtr. 4th Qtr. 3rd Qtr. 2nd Qtr. 1st Qtr.
.................................................................................................................................
Sales $2,922 $2,983 $3,103 $2,954 $3,238 $3,382 $3,221 $2,941
Operating income (loss) (115) 84 94 106 (104)(a) 97 187 124
Operating costs include:
Inventory market valuation
charges (credits) 187 30 47 (23) 98 (38) (98) (24)
Restructuring charges -- -- -- -- -- -- 115 --
Total income (loss) before
cumulative effect of changes
in accounting principles (88) 30 21 31 (120) 24 181 24
Net income (loss) (88) 30 21 8(b) (120) 24 181 (307)
.................................................................................................................................
MARATHON STOCK DATA:
Total income (loss) before
cumulative effect of
changes in accounting
principles applicable to
Marathon Stock $ (90) $ 29 $ 20 $ 29 $ (121) $ 22 $ 180 $ 22
-- Per share: primary (.31) .10 .07 .10 (.42) .08 .63 .08
fully diluted (.31) .10 .07 .10 (.42) .08 .62 .08
DIVIDENDS PAID .17 .17 .17 .17 .17 .35 .35 .35
Price range of Marathon Stock(c)
-- Low 16-3/8 16-1/2 16-5/8 16-3/8 15-3/4 17-3/4 19-3/8 20
-- High 20-5/8 20-3/8 20-1/8 20-3/8 18-7/8 22-3/4 24 24-3/4
.................................................................................................................................
(a) Reflects a $15 million decrease in the loss for a reclassification with no
effect on net income.
(b) Restated to reflect fourth quarter implementation of SFAS No. 112 and
EITF No. 93-14 (Note 2, page M-7). Net income declined $23 million
reflecting the cumulative effect of the changes in accounting
principles determined as of January 1, 1993.
(c) Composite tape.
M-21
126
Five-Year Operating Summary
1993 1992 1991 1990 1989
.............................................................................................................
NET LIQUID HYDROCARBON PRODUCTION (thousands of barrels per day)
United States 111 118 127 126 144
International --United Kingdom 23 34 42 54 50
--Other 22 22 26 17 15
------ ------ ------ ------ ------
Total 156 174 195 197 209
.............................................................................................................
NET NATURAL GAS PRODUCTION (millions of cubic feet per day)
United States 529 593 689 790 913
International--Ireland 258 227 230 224 221
--Other 115 111 106 100 98
------ ------ ------ ------ ------
Total Consolidated 902 931 1,025 1,114 1,232
Equity production -- CLAM Petroleum Co. 35 41 49 47 53
------ ------ ------ ------ ------
Total Worldwide 937 972 1,074 1,161 1,285
.............................................................................................................
AVERAGE SALES PRICES
Liquid Hydrocarbons (dollars per barrel)
United States $14.54 $16.47 $17.43 $20.67 $16.33
International 16.22 18.95 19.38 23.77 16.98
Natural Gas (dollars per thousand cubic feet)
United States $1.94 $1.60 $1.57 $1.61 $1.62
International 1.52 1.77 2.18 1.82 1.43
.............................................................................................................
NET PROVED RESERVES -- YEAR-END
Liquid Hydrocarbons (millions of barrels)
Beginning of year 848 868 846 764 794
Extensions, discoveries and other additions 21 27 58 140 28
Improved recovery 24 12 27 6 11
Revisions of previous estimates 4 5 10 12 16
Net purchase (sale) of reserves in place 2 (3) (3) (6) (9)
Production (57) (61) (70) (70) (76)
------ ------ ------ ------ ------
Total 842 848 868 846 764
.............................................................................................................
NATURAL GAS (billions of cubic feet)
Beginning of year 3,866 4,077 4,265 4,281 4,487
Extensions, discoveries and other additions 248 147 167 691 282
Improved recovery 33 6 6 2 1
Revisions of previous estimates (23) 58 24 (54) (65)
Net purchase (sale) of reserves in place (59) (84) (22) (255) 15
Production (317) (338) (363) (400) (439)
------ ------ ------ ------ ------
Total 3,748 3,866 4,077 4,265 4,281
.............................................................................................................
U.S. REFINERY OPERATIONS (thousands of barrels per day)
In-use crude oil capacity -- year-end(a) 570 620 620 603 603
Refinery runs -- crude oil refined 549 546 542 567 554
-- other charge and blend stocks 102 79 85 75 61
% in-use capacity utilization 90.4 88.1 87.5 94.1 93.1
.............................................................................................................
U.S. REFINED PRODUCT SALES (thousands of barrels per day)
Gasoline 418 402 401 394 376
Middle distillates 179 169 173 172 168
Heavy oils 78 80 80 73 72
Other products 51 56 55 50 50
------ ------ ------ ------ ------
Total 726 707 709 689 666
.............................................................................................................
U.S. REFINED PRODUCT MARKETING OUTLETS -- YEAR-END
Marathon operated terminals 51 52 53 53 52
Retail -- Marathon brand 2,331 2,290 2,106 2,132 2,516
-- Emro Marketing Company 1,568 1,541 1,596 1,668 1,665
.............................................................................................................
(a) The Indianapolis Refinery was temporarily idled in
October 1993.
M-22
127
THE MARATHON GROUP
Management's Discussion and Analysis
The Marathon Group includes Marathon Oil Company ("Marathon"), a
wholly owned subsidiary of USX Corporation ("USX"), which is engaged
in worldwide exploration, production, transportation and marketing of
crude oil and natural gas; and domestic refining, marketing and
transportation of petroleum products. Management's Discussion and
Analysis should be read in conjunction with the Marathon Group's
Financial Statements and Notes to Financial Statements.
Prior to October 2, 1992, the Marathon Group also included the
businesses of Delhi Gas Pipeline Corporation and certain other USX
subsidiaries engaged in the purchasing, gathering, processing,
transporting and marketing of natural gas which are now included in
the Delhi Group. The Marathon Group financial data for the periods
prior to October 2, 1992, include the combined historical financial
position, results of operations and cash flows for the businesses of
the Delhi Group. Beginning October 2, 1992, the financial statements
of the Marathon Group do not include the financial position, results
of operations and cash flows for the businesses of the Delhi Group
except for the financial effects of the Retained Interest (see Note 3
to the Marathon Group Financial Statements).
MANAGEMENT'S DISCUSSION AND ANALYSIS OF INCOME
SALES declined $820 million in 1993 from 1992, following a $1.2
billion decrease in 1992 from 1991. The 1993 decline primarily
reflected lower worldwide liquid hydrocarbon volumes and prices, lower
average refined product prices and the absence of sales from the Delhi
Group. These decreases were partially offset by increased excise taxes
and higher refined product sales volumes, excluding matching buy/sell
transactions. The decrease in 1992 from 1991 was mainly due to lower
average refined product prices, reduced volumes and prices for crude
oil matching buy/sell transactions and lower worldwide liquid
hydrocarbon volumes. Matching buy/sell transactions and excise taxes
are included in both sales and operating costs, resulting in no effect
on operating income.
OPERATING INCOME decreased $135 million in 1993, following a $54
million decline in 1992 from 1991. Results in 1993 and 1991 were
adversely affected, while 1992 was favorably affected, by special
items (see Management's Discussion and Analysis of Operations).
Excluding the effects of these special items, operating income in 1993
increased $172 million from 1992, mainly due to increased average
refined product margins and increased domestic natural gas prices,
partially offset by lower worldwide liquid hydrocarbon prices and
volumes. Operating income declined $384 million in 1992 from 1991,
excluding the special items, predominantly due to lower average
refined product margins, as well as reduced worldwide liquid
hydrocarbon prices and volumes and decreased international natural gas
prices.
OTHER INCOME was $46 million in 1993, compared with a loss of $7
million in 1992 and income of $30 million in 1991. In addition to the
absence of a $19 million impairment of an investment recorded in 1992,
other income in 1993 increased primarily due to gains from disposal of
assets totaling $34 million, which mainly reflected the sale of assets
of a convenience store wholesale distributor, two tug/barge units and
various domestic oil and gas production properties. Other income
decreased $37 million in 1992 from 1991 primarily reflecting the
investment impairment and lower gains from disposal of assets.
INTEREST AND OTHER FINANCIAL INCOME was $22 million in 1993,
compared with $210 million in 1992 and $18 million in 1991. The 1992
amount included $177 million of interest income resulting from the
settlement of a tax refund claim related to prior years' production
taxes.
INTEREST AND OTHER FINANCIAL COSTS were $292 million in 1993, $306
million in 1992 and $341 million in 1991. The decrease in 1993 from
1992 mainly reflected higher capitalized interest for international
projects, predominantly offset by higher interest costs related to
increased levels of debt. The 1991 amount included a $26 million
favorable adjustment related to interest accrued for prior years'
production taxes. Excluding this item, the 1992 decrease from 1991
mainly reflected a decline in variable interest rates, higher
capitalized interest and lower average debt levels.
M-23
128
Management's Discussion and Analysis CONTINUED
THE CREDIT FOR ESTIMATED INCOME TAXES in 1993 was $49 million,
compared to provisions of $92 million in 1992 and $136 million in
1991. The 1993 U.S. income tax credit included an incremental
deferred tax benefit of $64 million resulting from USX's ability to
elect to credit, rather than deduct, certain foreign income taxes
for U. S. federal income tax purposes when paid in future years. The
anticipated use of the U. S. foreign tax credit reflects the
Marathon Group's improving international production profile including
income which will be generated by the East Brae platform in the
United Kingdom ("U.K.") sector of the North Sea. The 1993 U. S.
income tax credit also included a $40 million charge associated with
an increase in the federal income tax rate from 34% to 35%,
reflecting remeasurement of deferred federal income tax liabilities
as of January 1, 1993.
THE TOTAL LOSS BEFORE CUMULATIVE EFFECT OF CHANGES IN ACCOUNTING
PRINCIPLES was $6 million in 1993, compared to income of $109 million
in 1992 and a loss of $71 million in 1991.
THE UNFAVORABLE CUMULATIVE EFFECT OF CHANGES IN ACCOUNTING
PRINCIPLES totaled $23 million in 1993 and $331 million in 1992. The
cumulative effect of adopting Statement of Financial Accounting
Standards No. 112 - Employers' Accounting for Postemployment
Benefits, determined as of January 1, 1993, decreased 1993 income by
$17 million, net of the income tax effect. The cumulative effect of
adopting Emerging Issues Task Force Consensus No. 93-14 - Accounting
for Multiple-Year Retrospectively Rated Insurance Contracts,
determined as of January 1, 1993, decreased 1993 income by $6
million, net of the income tax effect. The immediate recognition of
the transition obligation resulting from the adoption of Statement of
Financial Accounting Standards No. 106 - Employers' Accounting for
Postretirement Benefits Other Than Pensions, measured as of January
1, 1992, decreased 1992 income by $147 million, net of the income
tax effect. The cumulative effect of adopting Statement of Financial
Accounting Standards No. 109 - Accounting for Income Taxes, measured
as of January 1, 1992, decreased 1992 net income by $184 million.
A NET LOSS of $29 million was recorded in 1993, compared to a
net loss of $222 million in 1992 and a net loss of $71 million in
1991.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
CURRENT ASSETS declined $336 million from year-end 1992. The
decline was mainly due to lower inventories and receivables,
partially offset by an increase in cash and cash equivalents. The
decrease in inventories was mainly due to a reduction in inventory
values, which reflected a $241 million increase in the inventory
market valuation reserve. This reserve reflects the extent to which
the recorded cost of crude oil and refined product inventories
exceeds net realizable value. Subsequent changes to the inventory
market valuation reserve are dependent on changes in future crude oil
and refined product price levels and inventory turnover. The
reduction in accounts receivable primarily resulted from lower
selling prices of crude oil and refined products, decreased forward
currency hedging activities and reduced receivables from partners in
international joint venture activities. The decrease in receivables
related to currency hedging and joint venture activities was largely
offset by a related decrease in accounts payable.
CURRENT LIABILITIES declined $610 million in 1993. The
reduction was primarily due to reduced accounts payable and long-term
debt due within one year. The reduction in accounts payable was
largely due to a decrease in trade payables caused mainly by lower
crude oil purchase prices and volumes, decreased forward currency
hedging activities and reduced trade payables for international
joint venture activities. The decrease in payables related to
currency hedging and joint venture activities was largely offset by
a related decrease in accounts receivable.
M-24
129
Management's Discussion and Analysis CONTINUED
TOTAL LONG-TERM DEBT AND NOTES PAYABLE at December 31, 1993,
was $4.3 billion. The $287 million increase from year-end 1992 was
primarily due to capital expenditures, dividend payments and an
increase in cash and cash equivalents from year-end 1992, partially
offset by cash provided from operating activities and disposal of
assets. The amount of total long-term debt, as well as the amount
shown as notes payable, principally represented the Marathon Group's
portion of USX debt attributed to all three groups. Virtually all of
the debt is a direct obligation of, or is guaranteed by, USX.
STOCKHOLDERS' EQUITY of $3,110 million at year-end 1993 declined
$225 million from year-end 1992 mainly reflecting dividends paid on
USX-Marathon Group Common Stock ("Marathon Stock").
MANAGEMENT'S DISCUSSION AND ANALYSIS OF CASH FLOWS
THE MARATHON GROUP'S NET CASH PROVIDED FROM OPERATING ACTIVITIES
totaled $827 million in 1993, down 17% from 1992. Results in 1992
included $296 million associated with the refund of prior years'
production taxes. Excluding the impact of this item, net cash
provided from operating activities in 1993 improved $128 million
mainly due to the impact of improved average refined product margins
on operating results. Net cash provided from operating activities in
1992 declined $315 million from 1991, excluding the previously
mentioned tax refund, mainly due to the decrease in income.
CAPITAL EXPENDITURES of $910 million in 1993 decreased $283
million from 1992, following an increase of $233 million from 1991.
The decrease in 1993 mainly reflected decreased expenditures for
environmental projects and for development of the East Brae Field and
SAGE system in the U.K. and other international projects, partially
offset by increased exploration drilling and development projects in
the Gulf of Mexico and increased drilling activity for onshore
domestic natural gas projects. Contract commitments for capital
expenditures at year-end 1993 were $284 million, compared with $360
million at year-end 1992. Capital expenditures are expected to
decrease in 1994 by approximately $100 million mainly reflecting
decreased expenditures for development of the East Brae Field and
SAGE system.
CASH FROM DISPOSAL OF ASSETS was $174 million in 1993, a
significant increase over $77 million in 1992 and $52 million in
1991. The 1993 proceeds primarily reflected the sale/leaseback of
interests in two LNG tankers and the sales of various domestic oil
and gas production properties, assets of a convenience store
wholesale distributor and two tug/barge units. No individually
significant sales transactions occurred in 1992 or 1991.
PROCEEDS FROM ISSUANCE OF USX-DELHI GROUP COMMON STOCK by
USX were $5 million in 1993 and $122 million in 1992, net of cash
attributed to the Delhi Group.
FINANCIAL OBLIGATIONS increased $261 million, compared with a
decrease of $426 million in 1992, and an increase of $160 million in
1991. The amount by which the obligations changed in 1993 was
primarily a reflection of the Marathon Group's net cash flows from
operating activities, investment activities and dividends paid during
the period. These obligations consist of the Marathon Group's portion
of USX debt attributed to all three groups as well as debt and
production financing and other agreements that are specifically
attributed to the Marathon Group.
MARATHON STOCK ISSUED, net of repurchases, totaled $595 million
in 1992 and $67 million in 1991. The 1992 amount mainly reflected the
sale of 25,000,000 shares of Marathon Stock to the public for net
proceeds of $541 million, which were reflected in their entirety in
the Marathon Group financial statements. The 1991 amount primarily
reflected stock issued to employee savings plans.
M-25
130
Management's Discussion and Analysis CONTINUED
DIVIDEND PAYMENTS decreased $139 million in 1993, after a $13
million increase in 1992. The decline in 1993 was primarily due to a
decrease in the Marathon Stock dividend rate which was reduced in the
fourth quarter of 1992. The slight increase in 1992 reflected the
incremental dividends paid on Marathon Stock shares sold in January
1992 which were partially offset by the decrease in the dividend
rate. Dividends attributed to the Marathon Stock prior to September
10, 1991, were based on the relationship of the initial dividends of
the Marathon Stock and the USX-U. S. Steel Group Common Stock. The
annualized rate of dividends per share for the Marathon Stock based
on the most recently declared quarterly dividend is $.68.
In September 1993, Standard & Poor's Corp. ("S&P") lowered its
ratings on USX's and Marathon's senior debt to below investment grade
(from BBB- to BB+) and on USX's subordinated debt, preferred stock
and commercial paper. S&P cited extremely aggressive financial
leverage, burdensome retiree medical liabilities and litigation
contingencies. In October 1993, Moody's Investors Services, Inc.
("Moody's") confirmed its Baa3 investment grade ratings on USX's and
Marathon's senior debt. Moody's also confirmed its ratings on USX's
subordinated debt and commercial paper, but lowered its ratings on
USX's preferred stock from ba1 to ba2. Moody's noted that the rating
confirmation on USX debt securities reflected confidence in the
expected performance of USX during the intermediate term, while the
downward revision of the preferred stock ratings incorporated a
narrow fixed charge coverage going forward. The downgrades by S&P and
the downgrade of ratings on preferred stock by Moody's could increase
USX's cost of capital. Any related increase in interest costs would
be reflected in the consolidated financial statements and the
financial statements of each group.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF ENVIRONMENTAL MATTERS, LITIGATION AND
CONTINGENCIES
The Marathon Group has incurred and will continue to incur
substantial capital, operating and maintenance, and remediation
expenditures as a result of environmental laws and regulations. In
recent years, these expenditures have increased primarily due to
required product reformulation and process changes in order to meet
Clean Air Act obligations, although ongoing compliance costs have
also been significant. To the extent these expenditures, as with all
costs, are not ultimately reflected in the prices of the Marathon
Group's products and services, operating results will be adversely
affected. The Marathon Group believes that substantially all of its
competitors are subject to similar environmental laws and
regulations. However, the specific impact on each competitor may vary
depending on a number of factors, including the age and location of
their operating facilities, their production processes and whether or
not they are engaged in the petrochemical business or the marine
transportation of crude oil.
The Marathon Group's environmental expenditures for 1993 and
1992 are discussed below and have been estimated based on American
Petroleum Institute ("API") survey guidelines. These guidelines are
subject to differing interpretations which could affect the
comparability of such data. Some environmental related expenditures,
while benefiting the environment, also enhance operating
efficiencies.
Total environmental expenditures for the Marathon Group in 1993
were $253 million compared with $370 million in 1992. These amounts
consisted of capital expenditures of $123 million in 1993 and $240
million in 1992 and estimated compliance expenditures (including
operating and maintenance) of $130 million in both 1993 and 1992.
Compliance expenditures were broadly estimated based on API survey
guidelines and represented 1% of the Marathon Group's total operating
costs in both 1993 and 1992. The decline in environmental capital
expenditures from 1992 to 1993 primarily reflected lower expenditures
for the Marathon Group's multi-year capital projects for diesel fuel
desulfurization. By the end of 1993, these projects were
substantially completed.
M-26
131
Management's Discussion and Analysis CONTINUED
USX has been notified that it is a potentially responsible
party ("PRP") at 14 waste sites related to the Marathon Group under
the Comprehensive Environmental Response, Compensation and Liability
Act ("CERCLA") as of December 31, 1993. In addition, there are 22
sites related to the Marathon Group where USX has received
information requests or other indications that USX may be a PRP under
CERCLA but where sufficient information is not presently available to
confirm the existence of liability or make any judgment as to the
amount thereof. There are also 52 additional sites, excluding retail
gasoline stations, related to the Marathon Group where state
governmental agencies or private parties are seeking remediation
under state environmental laws through discussions or litigation. At
many of these sites, USX is one of a number of parties involved and
the total cost of remediation, as well as USX's share thereof, is
frequently dependent upon the outcome of investigations and remedial
studies.
Total environmental expenditures included remediation related
expenditures estimated at $38 million in 1993 and $35 million in
1992. Remediation spending was primarily related to retail gasoline
stations which incur ongoing clean-up costs for soil and groundwater
contamination associated with underground storage tanks and piping.
The Marathon Group accrues for environmental remediation activities
when the responsibility to remediate is probable and the amount of
associated costs is reasonably determinable. As environmental
remediation matters proceed toward ultimate resolution or as
additional remediation obligations arise, charges in excess of those
previously accrued may be required. See Note 26 to the Marathon Group
Financial Statements.
New or expanded requirements for environmental regulations,
which could increase the Marathon Group's environmental costs, may
arise in the future. USX intends to comply with all legal
requirements regarding the environment, but since many of them are
not fixed or presently determinable (even under existing legislation)
and may be affected by future legislation, it is not possible to
accurately predict the ultimate cost of compliance, including
remediation costs which may be incurred and penalties which may be
imposed. However, based on presently available information, and
existing laws and regulations as currently implemented, the Marathon
Group does not anticipate that environmental compliance expenditures
will materially increase in 1994. The Marathon Group's capital
expenditures for environmental controls are expected to be
approximately $75 million in 1994. Predictions beyond 1994 can only
be broad-based estimates which have varied, and will continue to
vary, due to the ongoing evolution of specific regulatory
requirements, the possible imposition of more stringent requirements
and the availability of new technologies, among other matters. Based
upon currently identified projects, the Marathon Group anticipates
that environmental capital expenditures will be approximately $60
million in 1995; however, actual expenditures may increase as
additional projects are identified or additional requirements
are imposed.
USX is the subject of, or party to, a number of pending or
threatened legal actions, contingencies and commitments relating to
the Marathon Group involving a variety of matters, including laws and
regulations relating to the environment, certain of which are
discussed in Note 26 to the Marathon Group Financial Statements. The
ultimate resolution of these contingencies could, individually or in
the aggregate, be material to the Marathon Group financial
statements. However, management believes that USX will remain a
viable and competitive enterprise even though it is possible that
these contingencies could be resolved unfavorably to the Marathon
Group. See USX Consolidated Management's Discussion and
Analysis of Cash Flows.
M-27
132
Management's Discussion and Analysis CONTINUED
MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS
The Marathon Group had operating income of $169 million in 1993,
compared with $304 million in 1992 and $358 million in 1991. Results
for 1993 and 1991 were adversely affected, while 1992 was favorably
affected, by special items. Results included a $241 million
unfavorable effect in 1993, a $62 million favorable effect in 1992
and a $260 million unfavorable effect in 1991 resulting from noncash
adjustments to the inventory market valuation reserve. The 1992
results also included a favorable impact of $119 million for the
settlement of a tax refund claim related to prior years' production
taxes, partially offset by a $115 million restructuring charge
related to the disposition of certain domestic exploration and
production properties. The 1991 results also included a $24 million
restructuring charge, partially offset by a favorable $20 million
adjustment of prior years' production tax accruals. Excluding the
effects of these special items, operating income was $410 million in
1993, $238 million in 1992 and $622 million in 1991. The increase in
1993 primarily reflected increased average refined product margins
and increased domestic natural gas prices, partially offset by lower
worldwide liquid hydrocarbon prices and volumes. The decrease in 1992
predominantly reflected lower average refined product margins, as
well as reduced worldwide liquid hydrocarbon prices and volumes and a
decrease in international natural gas prices.
OPERATING INCOME (LOSS)
(Dollars in millions) 1993 1992* 1991*
...............................................................................................
Exploration and Production ("Upstream")
Domestic $ 117 $ 123 $ 104
International (37) 49 156
------- ------- -------
Total Exploration & Production 80 172 260
Refining, Marketing & Transportation ("Downstream") 407 128 422
Gas Gathering and Processing -- 21 30
Other Administrative (77) (83) (90)
Special Items (241) 66 (264)
------- ------- -------
Total $ 169 $ 304 $ 358
...............................................................................................
*Certain reclassifications have been made to conform to 1993
classifications.
AVERAGE VOLUMES AND SELLING PRICES
1993 1992 1991
...............................................................................................
(thousands of barrels per day)
Net Liquids Production* - U.S. 111 118 127
- International 45 56 68
------- ------- -------
- Total Consolidated 156 174 195
(millions of cubic feet per day)
Net Natural Gas Production - U.S. 529 593 689
- International 373 338 336
------- ------- -------
- Total Consolidated 902 931 1,025
...............................................................................................
(dollars per barrel)
Liquid Hydrocarbons* - U.S. $ 14.54 $ 16.47 $ 17.43
- International 16.22 18.95 19.38
(dollars per mcf)
Natural Gas - U.S. $ 1.94 $ 1.60 $ 1.57
- International 1.52 1.77 2.18
...............................................................................................
*Includes Crude Oil, Condensate and Natural Gas Liquids.
M-28
133
Management's Discussion and Analysis CONTINUED
Upstream operating income decreased $92 million in 1993,
following an $88 million decrease in 1992. Operating income in 1992
included a $20 million gain recognized as a result of a settlement of
a natural gas contract. Excluding this settlement, the decline in 1993
was mainly due to significant decreases in worldwide liquid
hydrocarbon prices and volumes and lower international natural gas
prices, partially offset by increased domestic natural gas prices. The
decline in 1992, excluding this contract settlement, was also
primarily caused by decreases in worldwide liquid hydrocarbon prices
and volumes and lower international natural gas prices, partially
offset by ongoing cost reduction efforts.
Domestic upstream operating income in 1993 declined $6 million
from 1992, following a $19 million increase in 1992 from 1991.
Excluding the previously mentioned contract settlement, the 14%
increase in 1993 was primarily due to increased natural gas prices and
reduced dry well expenses, partially offset by reduced liquid
hydrocarbon prices and volumes. In addition, operating income in 1993
reflected ongoing cost reduction efforts and reduced depletion
expenses. The results in 1992, excluding the previously mentioned
contract settlement, remained level with 1991, as ongoing cost
reduction efforts and reduced exploration expenses were offset by
lower liquid hydrocarbon prices.
International upstream operating income declined $86 million in
1993, following a $107 million decline in 1992. Natural gas prices
have declined 30% since 1991, primarily reflecting changes in contract
sales prices in Norway. The decrease in 1993 was primarily due to
lower liquid hyrdocarbon prices, reduced liftings primarily from the
U.K. sector of the North Sea as a result of natural production
declines, lower natural gas prices, and a $17 million charge for the
relinquishment of the Marathon Group's interest in the Arzanah Oil
Field, Abu Dhabi. The decrease was partially offset by reduced
pipeline and terminal expenses and reduced dry well expenses. The
decrease in 1992 was primarily due to lower natural gas prices, lower
liquid hydrocarbon liftings and increased dry well expenses.
In December 1993, the East Brae Field in the U.K. North Sea was
brought onstream. East Brae liquids production is expected to peak at
45,000 net barrels per day in the fourth quarter of 1994. Worldwide
liquid volumes are expected to increase approximately 15% in 1994,
reflecting a full year of East Brae production, which should continue
to contribute to increased volumes in 1995. Worldwide natural gas
volumes are expected to increase approximately 5% in 1994, reflecting
the start of Brae area gas sales in October 1994. The 1995 volumes are
expected to continue to increase reflecting a full year of Brae area
production.
In 1992, Marathon and its partners finalized and delivered a
feasibility study to the Russian Government assessing the technical
and economic viability of developing fields offshore Sakhalin Island.
After positive review by the State Expertise Commission in 1993,
negotiations to sign a production sharing contract are currently being
held among the Russian Government and representatives of the
consortium.
Downstream operating income increased $279 million in 1993,
after decreasing $294 million in 1992. The increase in 1993 was
primarily due to increased average refined product margins from
refining and wholesale marketing which nearly doubled since 1992 as a
result of decreased crude oil costs and lower maintenance costs for
refinery turnaround activities, partially offset by decreased average
refined product prices. Also contributing to the increase in operating
income were record margins in both refined products and convenience
store merchandise experienced by Emro Marketing Company, a Marathon
subsidiary. Downstream operating income in 1993 also included a $17
million charge for future environmental remediation. The decrease in
1992 was chiefly the result of lower average refined product margins
which were adversely impacted as declines in average refined product
sales prices exceeded decreases in raw material costs. Results in 1992
were also negatively affected by increased maintenance costs as a
result of planned refinery turnaround activities.
In 1993, the Marathon Group temporarily idled its 50,000
barrels-per-day Indianapolis Refinery to enhance the efficiency of
downstream operations. Idling of the Indianapolis facility will have
no impact on the Marathon Group's supply of transportation fuels to
its various classes of trade in Indiana or the Midwest marketing area.
The costs related to the idling did not have a material effect on the
Marathon Group's 1993 operating results.
M-29
134
Management's Discussion and Analysis CONTINUED
Gas Gathering and Processing results decreased due to the
exclusion of the businesses now in the Delhi Group.
Other Administrative expenses were $77 million in 1993,
compared to $83 million in 1992 and $90 million in 1991. These costs
include the portion of the Marathon Group's administrative costs not
allocated to the individual business components and the portion of USX
corporate general and administrative costs allocated to the Marathon
Group.
The outlook regarding prices and costs for the Marathon Group's
principal products is largely dependent upon world market
developments for crude oil and refined products. Market conditions
in the petroleum industry are cyclical and subject to global
economic and political events.
M-30
135
U.S. Steel Group
Index to Financial Statements, Supplementary Data and
Management's Discussion and Analysis
Page
----
Explanatory Note Regarding Financial Information . . . . . . . . . . . . . . . . . . . . . . . . S-2
Management's Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-3
Audited Financial Statements:
Report of Independent Accountants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-3
Statement of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-4
Balance Sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-5
Statement of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-6
Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-7
Selected Quarterly Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-21
Principal Unconsolidated Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-21
Supplementary Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-21
Five-Year Operating Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-22
Management's Discussion and Analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-23
S-1
136
U. S. Steel Group
Explanatory Note Regarding Financial Information
Although the financial statements of the U. S. Steel Group,
the Marathon Group and the Delhi Group separately report the
assets, liabilities (including contingent liabilities) and
stockholders' equity of USX attributed to each such group,
such attribution does not affect legal title to such assets
and responsibility for such liabilities. Holders of USX-U.S.
Steel Group Common Stock, USX-Marathon Group Common Stock and
USX-Delhi Group Common Stock are holders of common stock of
USX and continue to be subject to all the risks associated
with an investment in USX and all of its businesses and
liabilities. Financial impacts arising from any of the U.S.
Steel Group, the Marathon Group or the Delhi Group which
affect the overall cost of USX's capital could affect the
results of operations and financial condition of all groups.
In addition, net losses of any group, as well as dividends or
distributions on any class of USX common stock or series of
Preferred Stock and repurchases of any class of USX common
stock or certain series of Preferred Stock, will reduce the
funds of USX legally available for payment of dividends on all
classes of USX common stock. Accordingly, the USX consolidated
financial information should be read in connection with the
U.S. Steel Group financial information.
S-2
137
Management's Report
The accompanying financial statements of the U. S. Steel Group
are the responsibility of and have been prepared by USX
Corporation (USX) in conformity with generally accepted
accounting principles. They necessarily include some amounts
that are based on best judgments and estimates. The U. S.
Steel Group financial information displayed in other sections
of this report is consistent with that in these financial
statements.
USX seeks to assure the objectivity and integrity of
its financial records by careful selection of its managers, by
organizational arrangements that provide an appropriate
division of responsibility and by communications programs
aimed at assuring that its policies and methods are understood
throughout the organization.
USX has a comprehensive formalized system of internal
accounting controls designed to provide reasonable assurance
that assets are safeguarded and that financial records are
reliable. Appropriate management monitors the system for
compliance, and the internal auditors independently measure
its effectiveness and recommend possible improvements thereto.
In addition, as part of their audit of the financial
statements, USX's independent accountants, who are elected by
the stockholders, review and test the internal accounting
controls selectively to establish a basis of reliance thereon
in determining the nature, extent and timing of audit tests to
be applied.
The Board of Directors pursues its oversight role in
the area of financial reporting and internal accounting
control through its Audit Committee. This Committee, composed
solely of nonmanagement directors, regularly meets (jointly
and separately) with the independent accountants, management
and internal auditors to monitor the proper discharge by each
of its responsibilities relative to internal accounting
controls and the consolidated and group financial statements.
Charles A. Corry Robert M. Hernandez Lewis B.Jones
Chairman, Board of Directors Executive Vice President Vice President
& Chief Executive Officer Accounting & Finance & Comptroller
& Chief Financial Officer
Report of Independent Accountants
To the Stockholders of USX Corporation:
In our opinion, the accompanying financial statements
appearing on pages S-4 through S-20 and as listed in Item
14.A.2 on page 61 of this report present fairly, in all
material respects, the financial position of the U. S. Steel
Group at December 31, 1993 and 1992, and the results of its
operations and its cash flows for each of the three years in
the period ended December 31, 1993, in conformity with
generally accepted accounting principles. These financial
statements are the responsibility of USX's management; our
responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of
these statements in accordance with generally accepted
auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant
estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for the opinion expressed above.
As discussed in Note 26, page S-19, the U. S. Steel
Group is involved in certain contingencies, the outcome of
which cannot presently be determined.
As discussed in Note 2, page S-7, in 1993 USX adopted a
new accounting standard for postemployment benefits. As
discussed in Note 11, page S-13, and Note 12, page S-14, in
1992 USX adopted new accounting standards for postretirement
benefits other than pensions and for income taxes,
respectively.
The U. S. Steel Group is a business unit of USX
Corporation (as described in Note 1, page S-7); accordingly,
the financial statements of the U. S. Steel Group should be
read in connection with the consolidated financial statements
of USX Corporation and Subsidiary Companies.
Price Waterhouse
600 Grant Street, Pittsburgh, Pennsylvania 15219-2794
February 8, 1994
S-3
138
Statement of Operations
(Dollars in millions) 1993 1992 1991
...................................................................................................................
SALES $ 5,612 $ 4,919 $ 4,864
OPERATING COSTS:
Cost of sales (excludes items shown below) 4,962 4,776 4,732
Selling, general and administrative expenses (Note 10, page S-12) (108) (122) (101)
Depreciation, depletion and amortization 314 288 253
Taxes other than income taxes (Note 13, page S-15) 209 208 195
Restructuring charges (Note 4, page S-9) 42 10 402
B&LE litigation charge (Note 5, page S-9) 342 -- --
--------- --------- --------
Total operating costs 5,761 5,160 5,481
--------- --------- --------
OPERATING LOSS (149) (241) (617)
Other income (Note 9, page S-11) 210 5 9
Interest and other financial income (Note 9, page S-11) 59 18 20
Interest and other financial costs (Note 9, page S-11) (330) (176) (168)
--------- --------- --------
TOTAL LOSS BEFORE INCOME TAXES AND CUMULATIVE
EFFECT OF CHANGES IN ACCOUNTING PRINCIPLES (210) (394) (756)
Less provision (credit) for estimated income
taxes (Note 12, page S-14) (41) (123) (249)
--------- --------- --------
TOTAL LOSS BEFORE CUMULATIVE EFFECT OF CHANGES
IN ACCOUNTING PRINCIPLES (169) (271) (507)
Cumulative effect of changes in accounting principles:
Postemployment benefits (Note 2, page S-7) (69) -- --
Postretirement benefits other than
pensions (Note 11, page S-13) -- (1,159) --
Income taxes (Note 12, page S-14) -- (176) --
--------- --------- --------
NET LOSS (238) (1,606) (507)
Dividends on preferred stock (21) (3) (2)
--------- --------- --------
NET LOSS APPLICABLE TO STEEL STOCK $ (259) $ (1,609) $ (509)
...................................................................................................................
Income Per Common Share of Steel Stock
1993 1992 1991
...................................................................................................................
PRIMARY AND FULLY DILUTED:
Total loss before cumulative effect of changes in
accounting principles applicable to Steel Stock $ (2.96) $ (4.92) $ (10.00)
Cumulative effect of changes in accounting principles (1.08) (23.93) --
--------- --------- --------
Net loss applicable to Steel Stock $ (4.04) $ (28.85) $ (10.00)
Weighted average shares, in thousands
-- primary and fully diluted 64,370 55,764 50,948
...................................................................................................................
See Note 22, page S-18, for a description of net income per common share.
The accompanying notes are an integral part of these financial statements.
S-4
139
Balance Sheet
(Dollars in millions) December 31 1993 1992
- - ------------------------------------------------------------------------------------------------------------------
ASSETS
Current assets:
Cash and cash equivalents $ 79 $ 22
Receivables, less allowance for doubtful accounts
of $5 and $5 (Note 19, page S-16) 583 400
Receivables from other groups (Note 14, page S-15) 13 47
Inventories (Note 16, page S-15) 629 644
Deferred income tax benefits (Note 12, page S-14) 269 207
Other current assets 2 1
------- -------
Total current assets 1,575 1,321
Long-term receivables and other investments,
less reserves of $22 and $32 (Note 15, page S-15) 685 724
Property, plant and equipment -- net (Note 18, page S-16) 2,653 2,809
Long-term deferred income tax benefits (Note 12, page S-14) 538 507
Prepaid pensions (Note 10, page S-12) 1,084 861
Other noncurrent assets 81 29
------- -------
Total assets $ 6,616 $ 6,251
- - ------------------------------------------------------------------------------------------------------------------
LIABILITIES
Current liabilities:
Notes payable $ -- $ 15
Accounts payable (Note 5, page S-9) 1,048 579
Payroll and benefits payable 349 336
Accrued taxes 180 165
Accrued interest 33 41
Long-term debt due within one year (Note 7, page S-10) 11 127
------- -------
Total current liabilities 1,621 1,263
Long-term debt (Note 7, page S-10) 1,540 2,132
Employee benefits (Note 11, page S-13) 2,491 2,182
Deferred credits and other liabilities 347 427
------- -------
Total liabilities 5,999 6,004
STOCKHOLDERS' EQUITY (Note 20, page S-17)
Preferred stock 32 25
Common stockholders' equity 585 222
------- -------
Total stockholders' equity 617 247
------- -------
Total liabilities and stockholders' equity $ 6,616 $ 6,251
- - ------------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
S-5
140
Statement of Cash Flows
(Dollars in millions) 1993 1992 1991
- - -------------------------------------------------------------------------------------------------------------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
OPERATING ACTIVITIES:
Net loss $ (238) $ (1,606) $ (507)
Adjustments to reconcile to net cash provided
from (used in) operating activities:
Accounting principle changes 69 1,335 --
Depreciation, depletion and amortization 314 288 253
Pensions (216) (250) (200)
Postretirement benefits other than pensions 97 1 1
Deferred income taxes (38) (97) (146)
Gain on disposal of assets (216) (23) (18)
Restructuring charges 42 10 402
B&LE litigation -- net of payments 287 -- --
Changes in: Current receivables -- sold 50 (40) (170)
-- operating turnover (214) 131 332
Inventories 14 (21) 59
Current accounts payable and accrued expenses 182 133 52
All other items -- net (47) 50 (49)
-------- --------- --------
Net cash provided from (used in) operating activities 86 (89) 9
-------- --------- --------
INVESTING ACTIVITIES:
Capital expenditures (198) (298) (432)
Disposal of assets 291 39 26
Loans to public (15) (33) (150)
Principal collected on loans to public 66 38 20
Sale (repurchase) of loans receivable (50) (24) 85
All other items -- net (10) (49) (5)
-------- --------- --------
Net cash provided from (used in) investing activities 84 (327) (456)
-------- --------- --------
FINANCING ACTIVITIES (Note 3, page S-8)
U. S. Steel Group activity -- USX debt attributed to all groups -- net (713) 218 563
Specifically attributed debt:
Borrowings 12 17 12
Repayments (29) (32) (36)
Financing agreements -- repayments -- -- (37)
Preferred stock issued 336 -- --
Steel Stock repurchased -- -- (13)
Steel Stock issued 366 212 16
Dividends paid (85) (56) (49)
-------- --------- --------
Net cash provided from (used in) financing activities (113) 359 456
-------- --------- --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 57 (57) 9
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 22 79 70
-------- --------- --------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 79 $ 22 $ 79
- - -------------------------------------------------------------------------------------------------------------------
See Note 8, page S-10, for supplemental cash flow information.
The accompanying notes are an integral part of these financial statements.
S-6
141
Notes to Financial Statements
1. BASIS OF PRESENTATION
USX Corporation (USX) has three classes of common stock: USX --
U. S. Steel Group Common Stock (Steel Stock), USX -- Marathon
Group Common Stock (Marathon Stock) and USX -- Delhi Group
Common Stock (Delhi Stock), which are intended to reflect the
performance of the U. S. Steel Group, the Marathon Group and
the Delhi Group, respectively.
The financial statements of the U. S. Steel Group include
the financial position, results of operations and cash flows
for all businesses of USX other than the businesses, assets and
liabilities included in the Marathon Group or the Delhi Group,
and a portion of the corporate assets and liabilities and
related transactions which are not separately identified with
ongoing operating units of USX. The U. S. Steel Group, which
consists primarily of steel operations, includes one of the
largest domestic integrated steel producers and is primarily
engaged in the production and sale of a wide range of steel
mill products, coke and taconite pellets. The U. S. Steel Group
also includes the management of mineral resources, domestic
coal mining, and engineering and consulting services and
technology licensing. Other businesses that are part of the
U. S. Steel Group include real estate development and
management, fencing products, leasing and financing activities,
and a majority interest in a titanium metal products company.
The U. S. Steel Group financial statements are prepared using
the amounts included in the USX consolidated financial
statements.
Although the financial statements of the U. S. Steel Group,
the Marathon Group and the Delhi Group separately report the
assets, liabilities (including contingent liabilities) and
stockholders' equity of USX attributed to each such group, such
attribution does not affect legal title to such assets and
responsibility for such liabilities. Holders of Steel Stock,
Marathon Stock and Delhi Stock are holders of common stock of
USX and continue to be subject to all the risks associated with
an investment in USX and all of its businesses and liabilities.
Financial impacts arising from any of the U. S. Steel Group,
the Marathon Group or the Delhi Group which affect the overall
cost of USX's capital could affect the results of operations
and financial condition of all groups. In addition, net losses
of any group, as well as dividends or distributions on any
class of USX common stock or series of Preferred Stock and
repurchases of any class of USX common stock or certain series
of Preferred Stock, will reduce the funds of USX legally
available for payment of dividends on all classes of common
stock. Accordingly, the USX consolidated financial information
should be read in connection with the U. S. Steel Group
financial information.
2. SUMMARY OF PRINCIPAL ACCOUNTING POLICIES
PRINCIPLES APPLIED IN CONSOLIDATION - These financial
statements include the accounts of the U. S. Steel Group. The
U. S. Steel Group, the Marathon Group and the Delhi Group
financial statements, taken together, comprise all of the
accounts included in the USX consolidated financial statements.
Investments in other entities in which the U. S. Steel
Group has significant influence in management and control are
accounted for using the equity method of accounting and are
carried in the investment account at the U. S. Steel Group's
share of net assets plus advances. The proportionate share of
income from equity investments is included in other income.
Investments in marketable equity securities are carried at
lower of cost or market and investments in other companies are
carried at cost, with income recognized when dividends are
received.
NEW ACCOUNTING STANDARDS - The following accounting standard
was adopted by USX during 1993:
Postemployment benefits - Effective January 1, 1993, USX
adopted Statement of Financial Accounting Standards No.
112, "Employers' Accounting for Postemployment Benefits"
(SFAS No. 112). SFAS No. 112 requires employers to
recognize the obligation to provide postemployment benefits
on an accrual basis if certain conditions are met. The
U. S. Steel Group is affected primarily by disability-
related claims covering indemnity and medical payments. The
obligation for these claims is measured using actuarial
techniques and assumptions including appropriate discount
rates. The cumulative effect of the change in accounting
principle determined as of January 1, 1993, reduced net
income $69 million, net of $40 million income tax effect.
The effect of the change in accounting principle reduced
1993 operating income by $21 million.
S-7
142
USX has not adopted Statement of Financial Accounting
Standards No. 114, "Accounting by Creditors for Impairment of a
Loan" (SFAS No. 114). SFAS No. 114 requires impairment of loans
based on either the sum of discounted cash flows or the fair
value of underlying collateral. USX expects to adopt SFAS No.
114 in the first quarter of 1995. Based on preliminary
estimates, USX expects the unfavorable effect of adopting SFAS
No. 114 for the U. S. Steel Group will be less than $2 million.
CASH AND CASH EQUIVALENTS -- Cash and cash equivalents includes
cash on hand and on deposit and highly liquid debt instruments
with maturities generally of three months or less.
INVENTORIES -- Inventories are carried at lower of cost or
market. Cost of inventories is determined primarily under the
last-in, first-out (LIFO) method.
HEDGING TRANSACTIONS -- Commodity swaps are used to hedge
exposure to price fluctuations relevant to the purchase of
natural gas. Such transactions are accounted for as part of the
commodity being hedged. Forward contracts are used to hedge
currency risks, and the accounting is based on the requirements
of Statement of Financial Accounting Standards No. 52.
PROPERTY, PLANT AND EQUIPMENT -- Depreciation is generally
computed using a modified straight-line method based upon
estimated lives of assets and production levels. In 1992, the
U. S. Steel Group revised the modification factors used in the
depreciation of steel producing assets accounted for by the
modified straight-line method to reflect that raw steel
production capability is entirely continuous cast. The revised
modification factors range from a minimum of 85% at a
production level below 81% of capability, to a maximum of 105%
for a 100% production level. No modification is made at the 95%
production level, considered the normal long-range level.
Depletion of mineral properties is based on rates which are
expected to amortize cost over the estimated tonnage of
minerals to be removed.
When an entire plant, major facility or facilities
depreciated on an individual basis are sold or otherwise
disposed of, any gain or loss is reflected in income. Proceeds
from disposal of other facilities depreciated on a group basis
are credited to the depreciation reserve with no immediate
effect on income.
INSURANCE -- The U. S. Steel Group is insured for catastrophic
casualty and certain property and business interruption
exposures, as well as those risks required to be insured by law
or contract. Costs resulting from noninsured losses are charged
against income upon occurrence.
RECLASSIFICATIONS -- Certain reclassifications of prior years'
data have been made to conform to 1993 classifications.
3. CORPORATE ACTIVITIES
FINANCIAL ACTIVITIES -- As a matter of policy, USX manages most
financial activities on a centralized, consolidated basis. Such
financial activities include the investment of surplus cash;
the issuance, repayment and repurchase of short-term and
long-term debt; the issuance, repurchase and redemption of
preferred stock; and the issuance and repurchase of common
stock. Transactions related primarily to invested cash,
short-term and long-term debt (including convertible debt),
related net interest and other financial costs, and preferred
stock and related dividends are attributed to the U. S. Steel
Group, the Marathon Group and the Delhi Group based upon the
cash flows of each group for the periods presented and the
initial capital structure of each group. Most financing
transactions are attributed to and reflected in the financial
statements of all three groups. See Note 6, page S-9, for the
U. S. Steel Group's portion of USX's financial activities
attributed to all three groups. However, certain transactions
such as leases, production payment financings, financial
activities of consolidated entities which are less than wholly
owned by USX and transactions related to securities convertible
solely into any one class of common stock are or will be
specifically attributed to and reflected in their entirety in
the financial statements of the group to which they relate.
CORPORATE GENERAL & ADMINISTRATIVE COSTS -- Corporate general
and administrative costs are allocated to the U. S. Steel
Group, the Marathon Group and the Delhi Group based upon
utilization or other methods management believes to be
reasonable and which consider certain measures of business
activities, such as employment, investments and sales. The
costs allocated to the U. S. Steel Group were $33 million in
both 1993 and 1992, and $45 million in 1991, and primarily
consist of employment costs including pension effects,
professional services, facilities and other related costs
associated with corporate activities.
COMMON STOCK TRANSACTIONS -- All financial statement impacts of
purchases and issuances of Steel Stock after the change of USX
common stock into Marathon Stock and the distribution of Steel
Stock on May 6, 1991, are reflected in their entirety in the
U. S. Steel Group financial statements. Financial statement
impacts of treasury stock transactions occurring before May 7,
1991, have been attributed to the two groups in relationship to
their respective common equity. The initial dividend on the
Steel
S-8
143
Stock was paid on September 10, 1991. Dividends paid by USX
prior to September 10, 1991, were attributed to the U. S.
Steel Group and the Marathon Group based upon the relationship
of the initial dividends on the Steel Stock and Marathon Stock.
INCOME TAXES -- All members of the USX affiliated group are
included in the consolidated United States federal income tax
return filed by USX. Accordingly, the provision for federal
income taxes and the related payments or refunds of tax are
determined on a consolidated basis. The consolidated provision
and the related tax payments or refunds have been reflected in
the U. S. Steel Group, the Marathon Group and the Delhi Group
financial statements in accordance with USX's tax allocation
policy. In general, such policy provides that the consolidated
tax provision and related tax payments or refunds are allocated
among the U. S. Steel Group, the Marathon Group and the Delhi
Group, for group financial statement purposes, based
principally upon the financial income, taxable income, credits,
preferences and other amounts directly related to the
respective groups.
For tax provision and settlement purposes, tax benefits
resulting from attributes (principally net operating losses),
which cannot be utilized by one of the three groups on a
separate return basis but which can be utilized on a
consolidated basis in that year or in a carryback year, are
allocated to the group that generated the attributes. However,
if such tax benefits cannot be utilized on a consolidated basis
in that year or in a carryback year, the prior years'
allocation of such consolidated tax effects is adjusted in a
subsequent year to the extent necessary to allocate the tax
benefits to the group that would have realized the tax benefits
on a separate return basis.
The allocated group amounts of taxes payable or refundable
are not necessarily comparable to those that would have
resulted if the groups had filed separate tax returns; however,
such allocation should not result in any of the three groups
paying more income taxes over time than it would if it filed
separate tax returns, and in certain situations, could result
in any of the three groups paying less.
4. RESTRUCTURING CHARGES
The 1993 restructuring action involving the planned closure of
a Pennsylvania coal mine resulted in a $42 million charge to
operating income, primarily related to the writedown of
property, plant and equipment, contract termination, and mine
closure cost. A $10 million restructuring charge for the
completion of the 1991 restructuring plan related to steel
operations reduced operating income in 1992. The 1991
restructuring actions resulted in a $402 million charge to
operating income, primarily related to write-downs of property,
plant and equipment and employee costs related to the permanent
closing of certain steel facilities.
5. B&LE LITIGATION CHARGES
Pretax income (loss) in 1993 included a $506 million charge
related to the adverse decision in the Lower Lake Erie Iron Ore
Antitrust Litigation against a former USX subsidiary, the
Bessemer & Lake Erie Railroad (B&LE) (Note 26, page S-19).
Charges of $342 million were included in operating costs and
$164 million included in interest and other financial costs.
The effect on 1993 net income (loss) was $325 million
unfavorable ($5.04 per share of Steel Stock). At December 31,
1993, accounts payable included $376 million for this
litigation.
6. FINANCIAL ACTIVITIES ATTRIBUTED TO ALL THREE GROUPS
As described in Note 3, page S-8, the U. S. Steel Group's
portion of USX's financial activities attributed to all groups
based on their respective cash flows (which excludes amounts
specifically attributed to any of the groups, Note 7, page
S-10) is as follows:
U. S. Steel Group Consolidated USX(a)
----------------- -------------------
(In millions) December 31 1993 1992 1993 1992
..........................................................................................................
Cash and cash equivalents $ 47 $ 3 $ 196 $ 8
..........................................................................................................
Notes payable $ -- $ 15 $ -- $ 45
Long-term debt due within one year (Note 7, page S-10) 7 105 31 311
Long-term debt (Note 7, page S-10) 1,360 1,950 5,683 5,761
------ ------ ------- ------
Total liabilities $1,367 $2,070 $ 5,714 $6,117
..........................................................................................................
Preferred stock $ 25 $ 25 $ 105 $ 105
..........................................................................................................
U. S. Steel Group(b) Consolidated USX
------------------------ ---------------------
(In millions) Year ended December 31 1993 1992 1991 1993 1992 1991
...................................................................................................................
Net interest and other financial costs (Note 9, page S-11) $(125) $(145) $(120) $(471) $(458) $(475)
...................................................................................................................
(a) For details of USX notes payable, long-term debt and
preferred stock, see Notes 13, page U-18; 14, page U-19;
and 19, page U-21, respectively, to the USX consolidated
financial statements.
(b) The U. S. Steel Group's net interest and other financial
costs reflect weighted average effects of all financial
activities attributed to all three groups.
S-9
144
7. LONG-TERM DEBT
The U. S. Steel Group's portion of USX's consolidated
long-term debt is as follows:
U. S. Steel Group Consolidated USX(a)
----------------- ------------------
(In millions) December 31 1993 1992 1993 1992
................................................................................................................
Specifically attributed debt(b):
Sale-leaseback financing and capital leases $ 117 $ 121 $ 142 $ 147
Debt of 51%-owned company 67 62 67 62
Seamless pipe mill debt -- 21 -- 21
------- ------- ------- -------
Total 184 204 209 230
Less amount due within one year 4 22 4 23
------- ------- ------- -------
Total specifically attributed long-term debt $ 180 $ 182 $ 205 $ 207
................................................................................................................
Debt attributed to all three groups(c) $ 1,386 $ 2,081 $ 5,790 $ 6,149
Less unamortized discount 19 26 76 77
Less amount due within one year 7 105 31 311
------- ------- ------- -------
Total long-term debt attributed to all three groups $ 1,360 $ 1,950 $ 5,683 $ 5,761
................................................................................................................
Total long-term debt due within one year $ 11 $ 127 $ 35 $ 334
Total long-term debt due after one year 1,540 2,132 5,888 5,968
................................................................................................................
(a) See Note 14, page U-19, to the USX consolidated financial
statements for details of interest rates, maturities and
other terms of long-term debt.
(b) As described in Note 3, page S-8, certain financial
activities are specifically attributed only to the U. S.
Steel Group, the Marathon Group or the Delhi Group.
(c) Most long-term debt activities of USX Corporation and its
wholly owned subsidiaries are attributed to all three
groups (in total, but not with respect to specific debt
issues) based on their respective cash flows (Notes 3,
page S-8, 6, page S-9, and 8, page S-10).
8. SUPPLEMENTAL CASH FLOW INFORMATION
(In millions) 1993 1992 1991
........................................................................................................
CASH PROVIDED FROM (USED IN) OPERATING ACTIVITIES INCLUDED:
Interest and other financial costs paid (net of amount capitalized) $ (257) $ (155) $ (145)
Income taxes refunded, including settlements with other groups 31 76 259
........................................................................................................
USX DEBT ATTRIBUTED TO ALL THREE GROUPS -- NET:
Commercial paper:
Issued $ 2,229 $ 2,412 $ 3,956
Repayments (2,598) (2,160) (4,012)
Credit agreements:
Borrowings 1,782 6,684 5,717
Repayments (2,282) (7,484) (5,492)
Other credit arrangements -- net (45) (22) 7
Other debt:
Borrowings 791 742 851
Repayments (318) (381) (179)
------- -------- -------
Total $ (441) $ (209) $ 848
======= ======== =======
U. S. Steel Group activity $ (713) $ 218 $ 563
Marathon Group activity 261 (410) 285
Delhi Group activity 11 (17) --
------- -------- -------
Total $ (441) $ (209) $ 848
........................................................................................................
NONCASH INVESTING AND FINANCING ACTIVITIES:
Steel Stock issued for Dividend Reinvestment Plan and
employee stock option plans $ 20 $ 18 $ 1
Capital lease obligations -- 20 --
Disposal of assets:
Notes received 9 12 --
Liabilities assumed by buyers 47 -- --
........................................................................................................
S-10
145
9. OTHER ITEMS
(In millions) 1993 1992 1991
...................................................................................................
OPERATING COSTS INCLUDED:
Maintenance and repairs of plant and equipment $ 821 $ 771 $ 758
Research and development 22 23 22
...................................................................................................
OTHER INCOME:
Gain on disposal of assets $ 216(a) $ 23 $ 18
Income (loss) from affiliates -- equity method (11) (27) (38)
Other income 5 9 29(b)
-------- ------- -------
Total $ 210 $ 5 $ 9
INTEREST AND OTHER FINANCIAL INCOME(c):
Interest income $ 63(a) $ 20 $ 22
Other (4) (2) (2)
-------- ------- -------
Total 59 18 20
-------- ------- -------
INTEREST AND OTHER FINANCIAL COSTS(c):
Interest incurred $ (133) $ (154) $ (135)
Less interest capitalized 8 10 23
-------- ------- -------
Net interest (125) (144) (112)
Interest on B&LE litigation (164) -- --
Interest on tax issues (16) (11) (10)
Amortization of discounts (11) (12) (25)
Expenses on sales of accounts receivable (Note 19, page S-16) (12) (12) (22)
Other (2) 3 1
-------- ------- -------
Total (330) (176) (168)
-------- ------- -------
NET INTEREST AND OTHER FINANCIAL COSTS(c) (d) $ (271) $ (158) $ (148)
...................................................................................................
(a) Gains resulted primarily from the sale of the Cumberland
coal mine, an investment in an insurance company and the
realization of deferred gain resulting from collection of
a subordinated note related to the 1988 sale of Transtar,
Inc. (Transtar). The collection also resulted in interest
income of $37 million.
(b) Reflected the $29 million favorable minority interest
effect related to a loss of RMI Titanium Company (a
51%-owned company), of which $19 million resulted from
restructuring charges.
(c) See Note 3, page S-8, for discussion of USX net interest
and other financial costs attributable to the U. S. Steel
Group.
(d) Excluded financial income and costs of finance operations,
which are included in operating income.
S-11
146
10. PENSIONS
The U. S. Steel Group has noncontributory defined benefit
plans covering substantially all employees. Benefits under
these plans are based upon years of service and final average
pensionable earnings, or a minimum benefit based upon years of
service, whichever is greater. In addition, contributory
pension benefits, which cover participating salaried
employees, are based upon years of service and career
earnings. The funding policy for defined benefit plans
provides that payments to the pension trusts shall be equal to
the minimum funding requirements of ERISA plus such additional
amounts as may be approved from time to time. Certain of these
plans provide benefits to USX corporate employees, and the
related costs or credits for such employees are allocated to
all three groups (Note 3, page S-8).
The U. S. Steel Group also participates in multiemployer
plans, most of which are defined benefit plans associated with
coal operations.
PENSION COST (CREDIT) -- The defined benefit cost for major
plans was determined assuming an expected long-term rate of
return on plan assets of 10% for 1993 and 11% for 1992 and
1991. The total pension credit is primarily included in
selling, general and administrative expenses.
(In millions) 1993 1992 1991
..................................................................................................
Major plans:
Cost of benefits earned during the period $ 55 $ 55 $ 54
Interest cost on projected benefit
obligation (7% for 1993; 8% for 1992 and 1991) 549 610 621
Return on assets:
Actual return (725) (617) (1,771)
Deferred gain (loss) (77) (268) 921
Net amortization of unrecognized (gains) and losses (7) (14) (23)
------- ------ ------
Subtotal -- major plans (205) (234) (198)
Multi-employer and other plans 3 3 2
------- ------ ------
Total periodic pension cost (credit) $ (202) $ (231) $ (196)
..................................................................................................
FUNDS' STATUS -- The assumed discount rate used to measure the
benefit obligations of major plans was 6.5% and 7% at December
31, 1993, and December 31, 1992, respectively. The assumed
rate of future increases in compensation levels was 3% in both
years. Plans with accumulated benefit obligations (ABO) in
excess of plan assets were not material in 1992.
(In millions) December 31 1993 1992
......................................................................................................
PLANS WITH PLANS WITH
ASSETS IN ABO IN
EXCESS EXCESS
OF ABO OF ASSETS
----------- -----------
Reconciliation of funds' status to reported amounts:
Projected benefit obligation (a) $(8,388) $ (156) $ (8,234)
Plan assets at fair market value (b) 8,331 50 8,588
------- ------ --------
Assets in excess of (less than)
projected benefit obligation (57) (106) 354
Unrecognized net loss (gain) from transition to
new pension accounting standard (504) 19 (555)
Unrecognized prior service cost(c) 815 58 692
Unrecognized net loss 830 30 374
Additional minimum liability (d) -- (100) (32)
------- ------ --------
Net pension asset (liability) included in balance sheet $ 1,084 $ (99) $ 833
......................................................................................................
(a) Projected benefit obligation includes:
Vested benefit obligation $ 7,564 $ 146 $ 7,566
Accumulated benefit obligation 8,055 149 7,966
(b) Types of assets held:
USX stocks 1% 1%
Stocks of other corporations 50% 52%
U.S. Government securities 29% 26%
Corporate debt instruments and other 20% 21%
(c) Increase in 1993 primarily due to pension
improvements to employees represented by
the United Steelworkers of America (USWA)
(d) Additional minimum liability is offset by the following:
Intangible asset $ -- $ 77 $ 32
Stockholders' equity adjustment (net of deferred
income tax and minority interest effects) -- 14 --
......................................................................................................
S-12
147
11. POSTRETIREMENT BENEFITS OTHER THAN PENSIONS
The U. S. Steel Group has defined benefit retiree health and
life insurance plans covering most employees upon their
retirement. Health benefits are provided, for the most part,
through comprehensive hospital, surgical and major medical
benefit provisions subject to various cost sharing features.
Life insurance benefits are provided to nonunion retiree
beneficiaries primarily based on employees' annual base salary
at retirement. For union retirees, benefits are provided for
the most part based on fixed amounts negotiated in labor
contracts with the appropriate unions. Except for certain life
insurance benefits paid from reserves held by insurance
carriers, benefits have not been prefunded. In 1994, the U. S.
Steel Group agreed to establish a Voluntary Employee
Beneficiary Association (VEBA) Trust to prefund health care
and life insurance benefits for retirees, who are covered
under the USWA union agreement. Minimum contributions, in the
form of USX Corporation stock or cash, are expected to be $25
million in 1994 and $10 million per year thereafter.
In 1992, USX adopted Statement of Financial Accounting
Standards No. 106, "Employers' Accounting for Postretirement
Benefits Other Than Pensions" (SFAS No. 106), which requires
accrual accounting for all postretirement benefits other than
pensions. USX elected to recognize immediately the transition
obligation determined as of January 1, 1992, which represents
the excess accumulated postretirement benefit obligation
(APBO) for current and future retirees over the fair value of
plan assets and recorded postretirement benefit cost accruals.
The cumulative effect of the change in accounting principle
for the U. S. Steel Group reduced net income $1,159 million,
consisting of the transition obligation of $1,837 million, net
of $678 million income tax effect.
POSTRETIREMENT BENEFIT COST -- Postretirement benefit cost for
defined benefit plans for 1993 and 1992 was determined
assuming a discount rate of 7% and 8%, respectively, and an
expected return on plan assets of 10% for each year presented
below:
(In millions) 1993 1992
...................................................................................................
Cost of benefits earned during the period $ 26 $ 21
Interest on APBO 179 175
Return on plan assets - actual return (7) (7)
- deferred loss (5) (7)
Amortization of unrecognized losses 10 2
------- -------
Total defined benefit plans 203 184
Multiemployer plans(a) 9 12
------- -------
Total periodic postretirement benefit cost $ 212 $ 196
...................................................................................................
(a) In 1993, a new multi-employer benefit plan created by the
Coal Industry Retiree Health Benefit Act of 1992 replaced
the previous plan provided under the collective bargaining
agreement with the United Mine Workers of America. The
U. S. Steel Group is required to make payments to the plan
based on assigned beneficiaries receiving benefits, and
such payments are expected to increase to approximately
$15 million to $25 million in 1994 and subsequent years.
The present value of this unrecognized obligation is
broadly estimated to be $220 million, including the
effects of future medical inflation, and this amount
could increase if additional beneficiaries are assigned.
Prior to 1992, the cost of providing health care benefits
to retired employees was recognized as an expense primarily as
claims were paid, and the cost of life insurance benefits for
retirees was generally accrued during their working years.
These costs totaled $144 million for 1991.
FUNDS' STATUS -- The following table sets forth the plans'
funded status and the amounts reported in the U. S. Steel
Group's balance sheet:
(In millions) December 31 1993 1992
...................................................................................................
Reconciliation of funds' status to reported amounts:
Fair value of plan assets $ 116 $ 129
APBO attributable to:
Retirees (2,052) (1,929)
Fully eligible plan participants (218) (156)
Other active plan participants (560) (547)
------- -------
Total APBO (2,830) (2,632)
------- -------
APBO in excess of plan assets $(2,714) $(2,503)
Unrecognized net loss 528 377
Unamortized prior service cost 5 16
------- -------
Accrued liability included in balance sheet $(2,181) $(2,110)
...................................................................................................
The assumed discount rate used to measure the APBO was
6.5% and 7% at December 31, 1993, and December 31, 1992,
respectively. The assumed rate of future increases in
compensation levels was 3% for both years. The weighted
average health care cost trend rate in 1994 is approximately
8%, gradually declining to an ultimate rate in 1997 of
approximately 6%. A one percentage point increase in the
assumed health care cost trend rates for each future year
would have increased the aggregate of the service and interest
cost components of the 1993 net periodic postretirement
benefit cost by $28 million and would have increased the APBO
as of December 31, 1993, by $326 million.
Settlements -- Other income disclosed in Note 9, page S-11,
included a settlement gain of $24 million resulting from the
sale of the Cumberland coal mine.
S-13
148
12. INCOME TAXES
Income tax provisions and related assets and liabilities
attributed to the U.S. Steel Group are determined in
accordance with the USX group tax allocation policy
(Note 3, page S-9).
In 1992, USX adopted Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes" (SFAS No.
109), which requires an asset and liability approach in
accounting for income taxes. Under this method, deferred
income tax assets and liabilities are established to reflect
the future tax consequences of carryforwards and differences
between the tax bases and financial bases of assets and
liabilities. The cumulative effect of the change in accounting
principle determined as of January 1, 1992, reduced net income
$176 million.
Provisions (credits) for estimated income taxes:
1993 1992 1991(a)
---------------------------- --------------------------- --------------------------
(In millions) Current Deferred Total Current Deferred Total Current Deferred Total
..................................................................................................................
Federal $ (1) $ (63) $ (64) $ (31) $ (106) $ (137) $ (113) $ (139) $ (252)
State and local (2) 25 23 3 9 12 -- -- --
Foreign -- -- -- 2 -- 2 3 -- 3
------ ------ ------ ------ ------ ------ ------ ------ -----
Total $ (3) $ (38) $ (41) $ (26) $ (97) $ (123) $ (110) $ (139) $ (249)
..................................................................................................................
(a) Computed in accordance with Accounting Principles Board
Opinion No. 11. The deferred tax benefit of $139 million
in 1991 was primarily the net result of the generation
of federal tax loss carryforwards and timing differences
related to restructuring charges and pension accruals.
In 1993, the cumulative effect of the change in
accounting principle for postemployment benefits included a
deferred tax benefit of $40 million (Note 2, page S-7). In
1992, the cumulative effect of the change in accounting
principle for other postretirement benefits included a
deferred tax benefit of $678 million (Note 11, page S-13).
Reconciliation of federal statutory tax rate (35% in
1993, and 34% in 1992 and 1991) to total provisions (credits):
(In millions) 1993 1992 1991
..................................................................................................................
Statutory rate applied to income (loss) before tax $ (74) $ (134) $ (257)
Remeasurement of deferred income tax assets for
statutory rate increase as of January 1, 1993 (15) -- --
Excess percentage depletion (8) (9) (9)
Foreign income taxes after federal income tax benefit -- 2 3
State income taxes after federal income tax benefit 15 8 --
Federal income tax effect on earnings of foreign subsidiaries (2) (1) (6)
Sale of investment in subsidiary 7 -- --
Adjustment of prior years' tax 21 2 4
Adjustment of prior years' valuation allowances 10 -- --
Other 5 9 16
------- ------- -------
Total $ (41) $ (123) $ (249)
..................................................................................................................
Deferred tax assets and liabilities resulted from the
following:
(In millions) December 31 1993 1992
..................................................................................................................
Deferred tax assets:
Federal tax loss carryforwards (expiring in 2006 through 2008)(b) $ 272 $ 203
State tax loss carryforwards (expiring in 1994 through 2008) 92 89
Employee benefits 1,086 1,004
Receivables, payables and debt 83 152
Minimum tax credit carryforwards 86 91
Contingency and other accruals 248 182
General business credit carryforwards 30 30
Other 73 63
Valuation allowances(c) (204) (173)
--------- ---------
Total deferred tax assets 1,766 1,641
--------- ---------
Deferred tax liabilities:
Property, plant and equipment 486 490
Prepaid pensions 429 350
Inventory 8 9
Federal effect of state deferred tax assets 12 18
Other 33 60
--------- ---------
Total deferred tax liabilities 968 927
--------- ---------
Net deferred tax assets $ 798 $ 714
..................................................................................................................
(b) Includes the benefit of federal tax loss carryforwards
associated with a majority owned subsidiary which is not
included in USX's consolidated federal tax return of $26
million and $21 million at December 31, 1993 and 1992,
respectively, for which a full valuation allowance has
been provided at both dates.
(c) Valuation allowances have been established for certain
federal and state income tax assets. The valuation
allowances increased $31 million primarily for certain tax
credits and tax loss carryforwards which USX may not fully
utilize.
The consolidated tax returns of USX for the years 1988
through 1991 are under various stages of audit and
administrative review by the IRS. USX believes it has made
adequate provision for income taxes and interest which may
become payable for years not yet settled.
S-14
149
13. TAXES OTHER THAN INCOME TAXES
(In millions) 1993 1992 1991
...........................................................................................................
Payroll taxes $ 86 $ 82 $ 81
Property taxes 70 67 62
Other state, local and miscellaneous taxes 53 59 52
--------- --------- ---------
Total $ 209 $ 208 $ 195
...........................................................................................................
14. INTERGROUP TRANSACTIONS
PURCHASES AND SALES -- U. S. Steel Group purchases from the
Marathon Group totaled $10 million, $16 million and $14
million in 1993, 1992 and 1991, respectively. These
transactions were conducted on an arm's length basis.
RECEIVABLES FROM THE MARATHON GROUP AND THE DELHI GROUP --
U. S. Steel Group receivables from the Marathon Group totaled
$13 million and $41 million at December 31, 1993 and 1992,
respectively. U. S. Steel Group receivables from the Delhi
Group totaled $6 million at December 31, 1992. These amounts
represent receivables for income taxes determined in
accordance with the tax allocation policy described in Note 3,
page S-9. Tax settlements between the groups are generally
made in the year succeeding that in which such amounts are
accrued.
15. LONG-TERM RECEIVABLES AND OTHER INVESTMENTS
(In millions) December 31 1993 1992
...........................................................................................................
Receivables due after one year $ 90 $ 92
Equity method investments 522 519
Cost method companies 3 41
Other 70 72
--------- ---------
Total $ 685 $ 724
...........................................................................................................
The following financial information summarizes U. S. Steel
Group's share in investments accounted for by the equity
method:
(In millions) 1993 1992 1991
...........................................................................................................
Income data -- year:
Sales $1,291 $1,087 $1,192
Operating income 35 4 13
Loss before cumulative effect of change
in accounting principle (11) (27) (38)
Net loss (11) (50) (38)
...........................................................................................................
Dividends and partnership distributions $ 6 $ 2 $ 26
...........................................................................................................
Balance sheet data -- December 31:
Current assets $ 413 $ 381
Noncurrent assets 779 871
Current liabilities 381 334
Noncurrent liabilities 430 452
...........................................................................................................
U. S. Steel Group purchases of transportation services and
semi-finished steel from equity affiliates totaled $313
million, $273 million and $287 million in 1993, 1992 and 1991,
respectively. At December 31, 1993 and 1992, U. S. Steel Group
payables to these affiliates totaled $17 million and $18
million, respectively. U. S. Steel Group sales of steel and
raw materials to equity affiliates totaled $526 million, $249
million and $282 million in 1993, 1992 and 1991, respectively.
At December 31, 1993 and 1992, U. S. Steel Group receivables
from these affiliates was $168 million and $86 million,
respectively. Generally, these transactions were conducted
under long-term, market-based contractual arrangements.
16. INVENTORIES
(In millions) December 31 1993 1992
.............................................................................................
Raw materials $ 108 $ 172
Semi-finished products 329 273
Finished products 125 123
Supplies and sundry items 67 76
--------- ---------
Total $ 629 $ 644
.............................................................................................
At December 31, 1993, and December 31, 1992, the LIFO
method accounted for 89% and 91% of total inventory value.
Current acquisition costs were estimated to exceed the above
inventory values at December 31 by approximately $340 million
in 1993 and $390 million in 1992.
Cost of sales was reduced by $11 million in 1993, $24
million in 1992 and $36 million in 1991 as a result of
liquidations of LIFO inventories.
S-15
150
17. LEASES
Future minimum commitments for capital leases (including
sale-leasebacks accounted for as financings) and for operating
leases having remaining noncancelable lease terms in excess of
one year are as follows:
Capital Operating
(In millions) Leases Leases
............................................................................................................
1994 $ 13 $ 74
1995 13 63
1996 13 48
1997 13 35
1998 12 32
Later years 159 217
Sublease rentals -- (8)
--------- ---------
Total minimum lease payments $ 223 $ 461
=========
Less imputed interest costs 106
---------
Present value of net minimum lease payments
included in long-term debt $ 117
...........................................................................................................
Operating lease rental expense:
(In millions) 1993 1992 1991
............................................................................................................
Minimum rental $ 106 $ 112 $ 114
Contingent rental 41 35 37
Sublease rentals (3) (3) (4)
--------- -------- ---------
Net rental expense $ 144 $ 144 $ 147
............................................................................................................
The U. S. Steel Group leases a wide variety of facilities
and equipment under operating leases, including land and
building space, office equipment, production facilities and
transportation equipment. Contingent rental includes payments
based on facility production and operating expense escalation
on building space. Most long-term leases include renewal
options and, in certain leases, purchase options. In the event
of a change in control of USX, as defined in the agreements,
or certain other circumstances, lease obligations totaling $77
million may be declared immediately due and payable.
18. PROPERTY, PLANT AND EQUIPMENT
(In millions) December 31 1993 1992
............................................................................................................
Land and depletable property $ 154 $ 159
Buildings 521 536
Machinery and equipment 7,845 8,021
Leased assets 117 126
--------- ---------
Total 8,637 8,842
Less accumulated depreciation, depletion and amortization 5,984 6,033
--------- ---------
Net $ 2,653 $ 2,809
............................................................................................................
Amounts included in accumulated depreciation, depletion
and amortization for assets acquired under capital leases
(including sale-leasebacks accounted for as financings) were
$41 million and $37 million at December 31, 1993, and December
31, 1992, respectively.
19. SALES OF RECEIVABLES
ACCOUNTS RECEIVABLE - The U. S. Steel Group has entered into
an agreement to sell certain accounts receivable subject to
limited recourse. Payments are collected from the sold
accounts receivable; the collections are reinvested in new
accounts receivable for the buyers; and a yield based on
defined short-term market rates is transferred to the buyers.
Collections on sold accounts receivable will be forwarded to
the buyers at the end of the agreement in 1994, in the event
of earlier contract termination or if a sufficient quantity of
eligible accounts receivable is not available to reinvest in
for the buyers. The balance of sold accounts receivable
averaged $333 million, $310 million and $350 million for the
years 1993, 1992 and 1991, respectively. At December 31, 1993,
the balance of sold accounts receivable that had not been
collected was $340 million. Buyers have collection rights to
recover payments from an amount of outstanding receivables
equal to 120% of the outstanding receivables purchased on a
nonrecourse basis; such overcollateralization cannot exceed
$70 million. The U. S. Steel Group does not generally require
collateral for accounts receivable, but significantly reduces
credit risk through credit extension and collection policies,
which include analyzing the financial condition of potential
customers, establishing credit limits, monitoring payments and
aggressively pursuing delinquent accounts. In the event of a
change in control of USX, as defined in the agreement, the
U. S. Steel Group may be required to forward payments collected
on sold accounts receivable to the buyers.
S-16
151
LOANS RECEIVABLE -- Prior to 1993, USX Credit, a division of
USX, sold certain of its loans receivable subject to limited
recourse. USX Credit continues to collect payments from the
loans and transfer to the buyers principal collected plus
yield based on defined short-term market rates. In 1993, 1992
and 1991, USX Credit net sales (repurchases) of loans
receivable totaled $(50) million, $(24) million and $85
million, respectively. At December 31, 1993, the balance of
sold loans receivable subject to recourse was $205 million.
USX Credit is not actively seeking new loans at this time. USX
Credit is subject to market risk through fluctuations in
short-term market rates on sold loans which pay fixed interest
rates. USX Credit significantly reduces credit risk through a
credit policy, which requires that loans be secured by the
real property or equipment financed, often with additional
security such as letters of credit, personal guarantees and
committed long-term financing takeouts. Also, USX Credit
diversifies its portfolio as to types and terms of loans,
borrowers, loan sizes, sources of business and types and
locations of collateral. As of December 31, 1993, and December
31, 1992, USX Credit had outstanding loan commitments of $29
million and $32 million, respectively. In the event of a
change in control of USX, as defined in the agreement, the
U. S. Steel Group may be required to provide cash collateral in
the amount of the uncollected loans receivable to assure
compliance with the limited recourse provisions
Estimated credit losses under the limited recourse
provisions for both accounts receivable and loans receivable
are recognized when the receivables are sold consistent with
bad debt experience. Recognized liabilities for future
recourse obligations of sold receivables were $3 million and
$1 million at December 31, 1993, and December 31, 1992,
respectively.
20. STOCKHOLDERS' EQUITY
(Dollars in millions) 1993 1992 1991
....................................................................................................
PREFERRED STOCK:
Balance at beginning of year $ 25 $ 25 $ 25
Issued(a) 7 -- --
------ ------ ------
Balance at end of year $ 32 $ 25 $ 25
....................................................................................................
COMMON STOCKHOLDERS' EQUITY (NOTE 3, PAGE S-8)
Balance at beginning of year $ 222 $1,667 $2,219
Net loss (238) (1,606) (507)
Steel Stock issued 370 216 17
Steel Stock repurchased -- -- (12)
Preferred stock issued 329 -- --
Dividends on preferred stock (21) (3) (2)
Dividends on Steel Stock
(per share: $1.00 in 1993 and 1992; and $.94 in 1991)(b) (65) (55) (48)
Foreign currency translation adjustments (Note 23, page S-18) 1 2 --
Deferred compensation adjustments 1 1 1
Minimum pension liability adjustment (Note 10, page S-12) (14) -- --
Other -- -- (1)
------ ------ ------
Balance at end of year $ 585 $ 222 $1,667
....................................................................................................
TOTAL STOCKHOLDERS' EQUITY $ 617 $ 247 $1,692
....................................................................................................
(a) For details of 6.50% Cumulative Convertible Preferred
Stock, which was sold in 1993 for net proceeds of $336
million and attributed entirely to the U. S. Steel Group,
see Note 19, page U-21 to the USX consolidated financial
statements.
(b) The initial dividend on the Steel Stock was paid on
September 10, 1991. Dividends paid by USX prior to that
date were attributed to the U. S. Steel Group and the
Marathon Group based upon the relationship of the initial
dividends on the Steel Stock and Marathon Stock.
21. DIVIDENDS
In accordance with the USX Certificate of Incorporation,
dividends on the Steel Stock, Marathon Stock and Delhi Stock
are limited to the legally available funds of USX. Net losses
of the U. S. Steel Group, the Marathon Group or the Delhi
Group, as well as dividends or distributions on any class of
USX common stock or series of Preferred Stock and repurchases
of any class of USX common stock or certain series of
Preferred Stock, will reduce the funds of USX legally
available for payment of dividends on all classes of USX
common stock. Subject to this limitation, the Board of
Directors intends to declare and pay dividends on the Steel
Stock based on the financial condition and results of
operations of the U. S. Steel Group, although it has no
obligation under Delaware Law to do so. In making its dividend
decisions with respect to Steel Stock, the Board of Directors
considers, among other things, the long-term earnings and cash
flow capabilities of the U. S. Steel Group as well as the
dividend policies of similar publicly traded steel companies.
Dividends on the Steel Stock are further limited to the
Available Steel Dividend Amount. At December 31, 1993, the
Available Steel Dividend Amount was at least $1.849 billion.
The Available Steel Dividend Amount will be increased or
decreased, as appropriate, to reflect U. S. Steel Group net
income, dividends, repurchases or issuances with respect to
the Steel Stock and preferred stock attributed to the U. S.
Steel Group and certain other items.
S-17
152
22. NET INCOME PER COMMON SHARE
The method of calculating net income (loss) per share for the
Steel Stock, Marathon Stock and Delhi Stock reflects the USX
Board of Directors' intent that the separately reported
earnings and surplus of the U. S. Steel Group, the Marathon
Group and the Delhi Group, as determined consistent with the
USX Certificate of Incorporation, are available for payment of
dividends to the respective classes of stock, although legally
available funds and liquidation preferences of these classes
of stock do not necessarily correspond with these amounts.
For purposes of computing net income (loss) per share of
Steel Stock for periods prior to May 7, 1991, the numbers of
shares of Steel Stock are assumed to be one-fifth of the total
corresponding numbers of shares of USX common stock.
Primary net income (loss) per share is calculated by
adjusting net income (loss) for dividend requirements of
preferred stock and is based on the weighted average number of
common shares outstanding plus common stock equivalents,
provided they are not antidilutive. Common stock equivalents
result from assumed exercise of stock options and surrender of
stock appreciation rights associated with stock options, where
applicable.
Fully diluted net income (loss) per share assumes
conversion of convertible securities for the applicable
periods outstanding and assumes exercise of stock options and
surrender of stock appreciation rights, provided, in each
case, the effect is not antidilutive.
23. FOREIGN CURRENCY TRANSLATION
Exchange adjustments resulting from foreign currency
transactions generally are recognized in income, whereas
adjustments resulting from translation of financial statements
are reflected as a separate component of stockholders' equity.
For 1993, 1992 and 1991, respectively, the aggregate foreign
currency transaction losses included in determining net income
were $4 million, $2 million and $2 million. An analysis of
changes in cumulative foreign currency translation
adjustments follows:
(In millions) 1993 1992 1991
---------------------------------------------------------------------------------------------------
Cumulative foreign currency translation adjustments at January 1 $ (2) $ (5) $ (5)
Aggregate adjustments for the year:
Foreign currency translation adjustments -- (1) --
Amount related to disposition of investments 1 4 --
---------------------------------------------------------------------------------------------------
Cumulative foreign currency adjustments at December 31 $ (1) $ (2) $ (5)
24. STOCK PLANS AND STOCKHOLDER RIGHTS PLAN
USX Stock Plans and Stockholder Rights Plan are discussed in
Note 20, page U-22, and Note 24, page U-24, respectively, to
the USX consolidated financial statements.
25. FAIR VALUE OF FINANCIAL INSTRUMENTS
Fair value of the financial instruments disclosed herein is
not necessarily representative of the amount that could be
realized or settled, nor does the fair value amount consider
the tax consequences of realization or settlement. As
described in Note 3, page S-8, the U. S. Steel Group's
specifically attributed financial instruments and the U. S.
Steel Group's portion of USX's financial instruments
attributed to all groups are as follows:
1993 1992
----------------------- ----------------------
Carrying Fair Carrying Fair
(In millions) December 31 Amount Value Amount Value
------------------------------------------------------------------------------------------------------
FINANCIAL ASSETS:
Cash and cash equivalents $ 79 $ 79 $ 22 $ 22
Receivables 583 583 400 400
Long-term receivables and other investments 122 123 148 316(a)
-------- -------- -------- --------
Total financial assets $ 784 $ 785 $ 570 $ 738
-------- -------- -------- --------
FINANCIAL LIABILITIES:
Notes payable $ -- $ -- $ 15 $ 15
Accounts payable 1,048 1,048 579 579
Accrued interest 33 33 41 41
Long-term debt (including amounts due
within one year) 1,434 1,472 2,138 2,169
-------- -------- -------- --------
Total financial liabilities $ 2,515 $ 2,553 $ 2,773 $ 2,804
------------------------------------------------------------------------------------------------------
(a) The difference between carrying value and fair value
principally represented the subordinated note related to
the earlier sale of a majority interest in Transtar, Inc.
(Transtar) which was carried at no value due to the highly
leveraged nature of the transaction. The note was paid in
full in 1993 resulting in other income of $70 million and
interest income of $37 million (Note 9, page S-11).
S-18
153
25. FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)
Fair value of financial instruments classified as current
assets or liabilities approximate carrying value due to the
short-term maturity of the instruments. Fair value of
long-term receivables and other investments was based on
discounted cash flows or other specific instrument analysis.
Fair value of long-term debt instruments was based on market
prices where available or current borrowing rates available
for financings with similar terms and maturities.
The U. S. Steel Group's unrecognized financial instruments
consist of receivables sold subject to limited recourse,
commitments to extend credit, financial guarantees, and
commodity swaps. It is not practicable to estimate the fair
value of these forms of financial instrument obligations. For
details relating to sales of receivables and commitments to
extend credit see Note 19, page S-16. For details relating to
financial guarantees see Note 26, page S-20. The contract
value of open natural gas commodity swaps, as of December 31,
1993 and December 31, 1992 totaled $51 million and $13
million, respectively. The swap arrangements extend for no
longer than one year.
26. CONTINGENCIES AND COMMITMENTS
USX is the subject of, or party to, a number of pending or
threatened legal actions, contingencies and commitments
relating to the U. S. Steel Group involving a variety of
matters, including laws and regulations relating to the
environment. Certain of these matters are discussed below. The
ultimate resolution of these contingencies could, individually
or in the aggregate, be material to the U. S. Steel Group
financial statements. However, management believes that USX
will remain a viable and competitive enterprise even though it
is possible that these contingencies could be resolved
unfavorably to the U. S. Steel Group.
LEGAL PROCEEDINGS --
B&LE litigation; MDL-587
On January 24, 1994, the U.S. Supreme Court denied a
petition for Writ of Certiorari by the B&LE in the Lower
Lake Erie Iron Ore Antitrust Litigation (MDL-587).
As a result, the decision of the U.S. Court of Appeals for the
Third Circuit affirming judgments of approximately $498
million, plus interest, relating to antitrust violations by
the B&LE was permitted to stand. In addition, the Third Circuit
decision remanded the claims of two plaintiffs for retrial of
their damage awards. At trial these plaintiffs asserted claims
of approximately $8 million, but were awarded only nominal
damages by the jury. A new trial date has not been set. Any
damages awarded in a new trial may be more or less than
$8 million and would be subject to trebling.
The B&LE was a wholly owned subsidiary of USX throughout the
period the conduct occurred. It is now a subsidiary of Transtar
in which USX has a 45% equity interest. These actions were
excluded liabilities in the sale of USX's transportation units
in 1988, and USX is obligated to reimburse Transtar for
judgments paid by the B&LE.
Following the Court of Appeals decision, USX, which had
previously accrued $90 million on a pretax basis for this
litigation, charged an additional amount of $619 million on a
pretax basis in the second quarter of 1993. In late 1993, USX
and LTV Steel Corp. ("LTV"), one of the plaintiffs in MDL-587,
agreed to settle all of LTV's claims in that action for $375
million. USX made a payment of $200 million on December 29,
1993, and is obligated to pay an additional $175 million not
later than February 28, 1994. Claims of three additional
plaintiffs were also settled in December 1993.
These settlements resulted in a pretax credit of $127 million
in the fourth quarter financial results of the U.S. Steel
Group. As a result of the denial of the Petition for Writ of
Certiorari, judgments for the other MDL-587 plaintiffs
(other than the two remanded for retrial), totaling
approximately $210 million, including postjudgment interest,
are due for payment in the first quarter of 1994.
B&LE litigation; Armco
In June 1990, following judgments entered on behalf of
steel company plaintiffs in MDL-587, Armco Steel filed federal
antitrust claims against the B&LE and other railroads in the
Federal District Court for the District of Columbia. B&LE
successfully challenged the actions for lack of jurisdiction
and venue, and the case was transferred to the Federal
District Court for the Northern District of Ohio. Other
defendant railroads settled with Armco, leaving B&LE as the
only remaining defendant. On April 7, 1993, B&LE's motion to
dismiss the federal antitrust claims on grounds of statute of
limitations was granted. Subsequently, Armco refiled its
claims under the Ohio Valentine Act. B&LE's motions for
summary judgment on time bar issues and for change of venue
are pending, and not yet fully briefed. No discovery has been
taken on the merits of Armco's claims, but if Armco survives
the present and possibly further pretrial motions and the case
proceeds to trial on the merits, Armco's claimed damages are
likely to be substantial. Unlike MDL-587, it is USX's position
that the Armco case was not an excluded liability in the sale
of USX's transportation units to Transtar in 1988, and that
USX therefore is not obligated to reimburse Transtar for any
judgments rendered in the Armco case; however, this position
is being disputed by Transtar and The Blackstone Group, the
ultimate owner of 52% of Transtar's outstanding shares.
S-19
154
26. CONTINGENCIES AND COMMITMENTS (CONTINUED)
Energy Buyers litigation
On December 21, 1992, an arbitrator issued an award for
approximately $117 million, plus interest under Ohio law,
against USX in Energy Buyers Service Corporation v. USX, a
case originally filed in the District Court of Harris County,
Texas. Such amount was fully accrued as of December 31, 1992.
On December 15, 1993, USX agreed to settle all claims in the
case for $95 million and deferred payments of up to $9
million.
Pickering litigation
On November 3, 1992, the United States District Court for
the District of Utah Central Division issued a Memorandum
Opinion and Order in Pickering v. USX relating to pension and
compensation claims by approximately 1,900 employees of USX's
former Geneva (Utah) Works. Although the court dismissed a
number of the claims by the plaintiffs, it found that USX had
violated the Employee Retirement Income Security Act by
interfering with the accrual of pension benefits of certain
employees and amending a benefit plan to reduce the accrual of
future benefits without proper notice to plan participants.
Further proceedings were held to determine damages and,
pending the court's determinations, USX may appeal.
Plaintiffs' counsel has been reported as estimating
plaintiffs' anticipated recovery to be in excess of $100
million. USX believes actual damages will be substantially
less than plaintiffs' estimates.
ENVIRONMENTAL MATTERS --
The U. S. Steel Group is subject to federal, state and
local laws and regulations relating to the environment. These
laws generally provide for control of pollutants released into
the environment and require responsible parties to undertake
remediation of hazardous waste disposal sites. Penalties may
be imposed for noncompliance. The U. S. Steel Group provides
for remediation costs and penalties when the responsibility to
remediate is probable and the amount of associated costs is
reasonably determinable. Generally, the timing of these
accruals coincides with completion of a feasibility study or
the commitment to a formal plan of action. Accrued liabilities
for remediation and mine reclamation totaled $151 million and
$142 million at December 31, 1993 and December 31, 1992,
respectively. It is not presently possible to estimate the
ultimate amount of all remediation costs that might be
incurred or the penalties that may be imposed.
For a number of years, the U. S. Steel Group has made
substantial capital expenditures to bring existing facilities
into compliance with various laws relating to the environment.
In 1993 and 1992, such capital expenditures totaled $53
million and $52 million, respectively. The U. S. Steel Group
anticipates making additional such expenditures in the future;
however, the exact amounts and timing of such expenditures are
uncertain because of the continuing evolution of specific
regulatory requirements.
GUARANTEES --
Guarantees by USX of the liabilities of affiliated
entities of the U. S. Steel Group totaled $209 million at
December 31, 1993, and $242 million at December 31, 1992. In
the event that any defaults of guaranteed liabilities occur,
USX has access to its interest in the assets of the affiliates
to reduce U. S. Steel Group losses resulting from these
guarantees. As of December 31, 1993, the largest guarantee for
a single affiliate was $96 million.
COMMITMENTS --
At December 31, 1993, and December 31, 1992, contract
commitments for the U. S. Steel Group's capital expenditures
for property, plant and equipment totaled $105 million and $63
million, respectively.
USX has entered into a 15-year take-or-pay arrangement
which requires the U. S. Steel Group to accept pulverized coal
each month or pay a minimum monthly charge. In 1993, charges
for deliveries of pulverized coal which began in 1993 totaled
$14 million. In the future, the U. S. Steel Group will be
obligated to make minimum payments of approximately $16
million per year. If USX elects to terminate the contract
early, a maximum termination payment of $126 million, which
declines over the duration of the agreement, may be required.
The U. S. Steel Group is a party to a transportation
agreement with Transtar for Great Lakes shipments of raw
materials required by the U. S. Steel Group. The agreement
cannot be canceled until 1999 and requires the U. S. Steel
Group to pay, at a minimum, Transtar's annual fixed costs
related to the agreement, including lease/charter costs,
depreciation of owned vessels, dry dock fees and other
administrative costs. Total transportation costs under the
agreement were $68 million in 1993 and $66 million in 1992,
including fixed costs of $21 million in each year. The fixed
costs are expected to continue at approximately the same level
over the duration of the agreement.
27. SUBSEQUENT EVENT
On February 2, 1994, USX sold 5,000,000 shares of Steel Stock
to the public for net proceeds of $201 million, which will be
reflected in their entirety in the U. S. Steel Group financial
statements.
S-20
155
Selected Quarterly Financial Data (Unaudited)
1993 1992
---------------------------------------- --------------------------------------------
(In millions except per share data) 4th Qtr. 3rd Qtr. 2nd Qtr. 1st Qtr. 4th Qtr. 3rd Qtr. 2nd Qtr. 1st Qtr.
.................................................................................................................................
Sales $ 1,548 $ 1,429 $ 1,427 $ 1,208 $ 1,214 $ 1,271 $ 1,265 $ 1,169
Operating income(loss) 137 66(a) (387)(a) 35(a) (288)(b) -- 34 13
Operating costs includes:
B&LE litigation charge
(credit) (96) -- 438 -- -- -- -- --
Restructuring charges 42 -- -- -- 10 -- -- --
Total income (loss) before
cumulative effect of
changes in accounting
principles 124 33(a) (336)(a) 10(a) (225) (28) 2 (20)
Net income (loss) 124 33(a) (336)(a) (59)(a) (225) (28) 2 (1,355)
.................................................................................................................................
Steel Stock data:
Total income (loss) before
cumulative effect of
changes in accounting
principles applicable to
Steel Stock $ 119 $ 26 $ (343) $ 8 $ (226) $ (29) $ 1 $ (20)
-- Per share: primary 1.67 .41(a) (5.71)(a) .13(a) (3.80) (.48) .03 (.41)
fully diluted 1.53 .41(a) (5.71)(a) .13(a) (3.80) (.48) .03 (.41)
Dividends paid .25 .25 .25 .25 .25 .25 .25 .25
Price range of Steel Stock(c)
-- Low 30-3/8 27-1/2 35-1/2 31-1/2 22-1/8 24 22-1/4 23-5/8
-- High 43-3/8 40-3/4 46 41-1/2 34-3/8 30-3/8 29 29-3/4
...................................................................................................................................
(a) Restated to reflect fourth quarter implementation of SFAS No. 112
(Note 2, page S-7). Operating income declined $5 million and total
income before cumulative effect of change in accounting principle
(total income) declined $3 million in each of the first three quarters
of 1993 due to restatement. Total income per share of common stock
declined $.05 in the first and second quarter and $.03 in the third
quarter of 1993. In addition, the first quarter net income declined
$69 million due to the cumulative effect of the change in accounting
principle as of January 1, 1993.
(b) Reflects a decrease of $28 million for a reclassification with no
effect on net income.
(c) Composite tape.
Principal Unconsolidated Affiliates (Unaudited)
Company Country % Ownership(a) Activity
....................................................................................................................................
Double Eagle Steel Coating Company United States 50% Steel Processing
National-Oilwell United States 50% Oilwell Equipment, Supplies
PRO-TEC Coating Company United States 50% Steel Processing
USS/Kobe Steel Company United States 50% Steel Products
USS-POSCO Industries United States 50% Steel Processing
Worthington Specialty Processing United States 50% Steel Processing
Transtar, Inc. United States 45% Transportation
....................................................................................................................................
(a) Ownership interest as of December 31, 1993.
Supplementary Information on Mineral Reserves (Unaudited)
See the USX consolidated financial statements for Supplementary Information on
Mineral Reserves relating to the U. S. Steel Group, page U-28.
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156
Five-Year Operating Summary
(Thousands of net tons, unless otherwise noted) 1993 1992 1991 1990 1989
.................................................................................................................
RAW STEEL PRODUCTION
Gary, IN 6,624 5,969 5,817 6,740 6,590
Mon Valley, PA 2,507 2,276 2,088 2,607 2,400
Fairfield, AL 2,203 2,146 1,969 1,937 1,488
All other plants(a) -- 44 648 2,335 3,692
----- ----- ----- ----- -----
Total Raw Steel Production 11,334 10,435 10,522 13,619 14,170
Total Cast Production 11,295 8,695 7,088 7,228 7,365
Continuous cast as % of total production 99.7 83.3 67.4 53.1 52.0
..................................................................................................................
RAW STEEL CAPABILITY (AVERAGE)
Continuous cast 11,850 9,904 8,057 6,950 7,447
Ingots -- 2,240 6,919 9,451 10,289
----- ----- ----- ----- -----
Total 11,850 12,144 14,976 16,401 17,736
Total production as % of total capability 95.6 85.9 70.3 83.0 79.9
Continuous cast as % of total capability 100.0 81.6 53.8 42.4 42.0
..................................................................................................................
HOT METAL PRODUCTION 9,972 9,270 8,941 11,038 11,509
..................................................................................................................
COKE PRODUCTION 6,425 5,917 5,091 6,663 6,008
..................................................................................................................
IRON ORE PELLETS -- MINNTAC, MN
Production as % of capacity 90 83 84 85 77
Shipments 15,911 14,822 14,897 14,922 13,768
..................................................................................................................
COAL SHIPMENTS(b) 10,980 12,164 10,020 11,325 10,493
..................................................................................................................
STEEL SHIPMENTS BY PRODUCT
Sheet and tin mill products 7,717 6,803 6,508 7,709 7,897
Plate, structural and other
steel mill products(c) 1,621 1,473 1,721 2,476 2,619
Tubular products 631 578 617 854 953
------ ------ ------ ------ ------
Total 9,969 8,854 8,846 11,039 11,469
Total as % of domestic steel industry 11.3 10.8 11.2 13.0 13.6
..................................................................................................................
STEEL SHIPMENTS BY MARKET
Steel service centers 2,837 2,680 2,364 3,425 3,034
Transportation 1,805 1,553 1,293 1,502 1,585
Containers 840 715 754 895 746
Construction 669 598 840 1,134 1,122
Further conversion 2,248 1,565 1,354 1,657 2,084
Export 359 629 1,314 926 1,332
All other 1,211 1,114 927 1,500 1,566
------ ------ ------ ------ -----
Total 9,969 8,854 8,846 11,039 11,469
..................................................................................................................
(a) In July 1991, U. S. Steel closed all iron and steel producing
operations at Fairless (PA) Works. In April 1992, U. S. Steel
closed South (IL) Works.
(b) In June 1993, U. S. Steel sold the Cumberland coal mine. On or about
March 31, 1994, U. S. Steel will permanently close the Maple Creek coal
mine.
(c) U. S. Steel ceased production of structural products when South Works
closed in April 1992.
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THE U. S. STEEL GROUP
Management's Discussion and Analysis
The U. S. Steel Group includes U.S. Steel, which is
primarily engaged in the production and sale of a wide range of
steel mill products, coke and taconite pellets. The U. S. Steel
Group also includes the management of mineral resources,
domestic coal mining, engineering and consulting services and
technology licensing (together with U. S. Steel, the "Steel and
Related Businesses"). Other businesses that are part of the
U.S. Steel Group include real estate development and management,
fencing products, leasing and financing activities and a
majority interest in a titanium metal products company.
Management's Discussion and Analysis should be read in
conjunction with the U. S. Steel Group's Financial Statements
and Notes to Financial Statements.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF INCOME
THE U. S. STEEL GROUP'S SALES increased by $693 million in
1993 from 1992 following an increase of $55 million in 1992
from 1991. The increase in 1993 primarily reflected an increase
in steel shipment volumes of approximately 1.1 million tons,
higher average steel prices and increased commercial shipments
of taconite pellets and coke. The increase in 1992 relative to
1991 was primarily due to significantly higher commercial
shipments of coke, improvements in steel shipment volumes from
ongoing operations and an improved shipment mix, partially
offset by the absence of sales of structural products due to
the closure of South (IL) Works early in 1992.
THE U. S. STEEL GROUP REPORTED AN OPERATING LOSS of $149
million in 1993 compared with an operating loss of $241 million
in 1992 and an operating loss of $617 million in 1991. The 1993
operating loss included a $342 million charge as a result of
the adverse decision in the Lower Lake Erie Iron Ore Antitrust
Litigation against the Bessemer & Lake Erie Railroad ("B&LE
litigation") (which also resulted in $164 million of interest
costs) (see Note 5 to the U. S. Steel Group Financial
Statements), and restructuring charges of $42 million related
to the planned shutdown of the Maple Creek coal mine and
preparation plant. The 1992 operating loss included a charge of
$10 million for completion of the portion of the 1991
restructuring plan related to steel facilities. Excluding these
charges, operating results in 1993 improved by $466 million
over 1992 primarily due to higher steel shipment volumes and
prices, improved operating efficiencies and lower accruals for
environmental and legal contingencies. In addition, 1993
results benefitted from a $39 million favorable effect from the
utilization of funds from previously established insurance
reserves to pay for certain employee insurance benefits, lower
provisions for loan losses by USX Credit and the absence of a
1992 unfavorable effect of $28 million resulting from market
valuation provisions for foreclosed real estate assets. These
were partially offset by higher hourly steel labor costs,
unfavorable effects associated with pension and other employee
benefits, lower results from coal operations and a $21 million
increase in operating costs related to the adoption of
Statement of Financial Accounting Standards No. 112 -
Employers' Accounting for Post Employment Benefits ("SFAS No.
112").
The operating loss in 1991 included $402 million of
restructuring charges primarily related to the shutdown of
certain steel facilities. Excluding the effect of this item and
the 1992 special item previously discussed, operating results
decreased by $16 million from 1991 to 1992. The decrease in
1992 was primarily due to higher charges for legal
contingencies, increased costs of $42 million related to the
adoption of Statement of Financial Accounting Standards No. 106
- Employers' Accounting for Postretirement Benefits Other Than
Pensions ("SFAS No. 106"), higher depreciation charges,
increased provisions for loan losses by USX Credit and a $28
million unfavorable effect resulting from market valuation
provisions for foreclosed real estate assets. These were
partially offset by the favorable effects of savings from cost
reduction programs, higher utilization of raw steel and raw
material production capability and the absence of costs
incurred in 1991 related to the lack of an early labor
agreement with the United Steelworkers of America ("USWA").
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158
Management's Discussion and Analysis CONTINUED
OTHER INCOME was $210 million in 1993 compared with $5
million in 1992 and $9 million in 1991. The increase in 1993
primarily resulted from higher gains from the disposal of
assets, including the sale of the Cumberland coal mine, the
realization of a $70 million deferred gain resulting from the
collection of a subordinated note related to the 1988 sale of
Transtar, Inc. ("Transtar") (which also resulted in $37 million
of interest income) and the sale of an investment in an
insurance company. The decline in 1992 relative to 1991
primarily resulted from the nonrecurrence of 1991's favorable
minority interest effect related to RMI Titanium Company
("RMI"), partially offset by reduced losses from equity
affiliates.
INTEREST AND OTHER FINANCIAL INCOME was $59 million in
1993. The 1993 amount included $37 million of interest income
resulting from collection of the Transtar note. Excluding this
item, interest and other financial income was $22 million in
1993, compared with $18 million in 1992 and $20 million in
1991.
INTEREST AND OTHER FINANCIAL COSTS were $330 million in
1993. The 1993 amount included $164 million of interest expense
related to the adverse decision in the B&LE litigation.
Excluding the effect of this item, interest and other financial
costs were $166 million in 1993, compared to $176 million in
1992 and $168 million in 1991. The changes over the three-year
period primarily reflected differences in average debt levels.
THE CREDIT FOR ESTIMATED INCOME TAXES in 1993 was $41
million, compared with credits of $123 million in 1992 and $249
million in 1991. The U. S. income tax provision for 1993
included a $15 million favorable effect associated with an
increase in the federal income tax rate from 34% to 35%,
reflecting remeasurement of deferred federal income tax assets
as of January 1, 1993. This benefit was offset by adjustments
for prior years' Internal Revenue Service examinations.
THE U. S. STEEL GROUP GENERATED A LOSS BEFORE CUMULATIVE
EFFECT OF CHANGES IN ACCOUNTING PRINCIPLES of $169 million in
1993, compared with a loss of $271 million in 1992 and a loss
of $507 million in 1991.
THE UNFAVORABLE CUMULATIVE EFFECT OF CHANGES IN ACCOUNTING
PRINCIPLES totaled $69 million in 1993 and $1,335 million in
1992. The cumulative effect of adopting SFAS No. 112,
determined as of January 1, 1993, decreased 1993 income of the
U. S. Steel Group by $69 million, net of the income tax effect.
The immediate recognition of the transition obligation
resulting from the adoption of SFAS No. 106, measured as of
January 1, 1992, decreased the U. S. Steel Group's 1992 income
by $1,159 million, net of the income tax effect. The cumulative
effect of adopting Statement of Financial Accounting Standards
No. 109 - Accounting for Income Taxes ("SFAS No. 109"),
measured as of January 1, 1992, decreased 1992 net income by
$176 million. The adoption of SFAS No. 109 had no material
effect on the U. S. Steel Group's 1992 income tax expense.
THE U. S. STEEL GROUP RECORDED A NET LOSS of $238 million
in 1993, compared with a net loss of $1,606 million in 1992 and
a net loss of $507 million in 1991.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
CURRENT ASSETS at year-end 1993 increased $254 million
from year-end 1992 primarily due to increases in receivables
and deferred income tax benefits. The increase in receivables
was primarily due to an increase in trade receivables as a
result of higher steel shipment activity. The increase in
deferred income tax benefits primarily reflected an increase in
accruals related to the B&LE litigation. The U. S. Steel Group
financial statements reflect current and deferred tax
assets and liabilities that relate to tax attributes utilized
and recognized on a consolidated basis and attributed in
accordance with the USX Corporation ("USX") group tax
allocation policy (see Note 3 to the U. S. Steel Group
Financial Statements).
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159
Management's Discussion and Analysis CONTINUED
PROPERTY, PLANT AND EQUIPMENT (LESS DEPRECIATION)
decreased $156 million from 1992. The decrease was primarily
due to depreciation, the sale of the Cumberland coal mine and
the writedown of Maple Creek coal mine assets in connection
with the planned closure which, in total, exceeded capital
expenditures.
PREPAID PENSION ASSETS increased $223 million from
year-end 1992 mainly as a result of pension credits which
primarily reflected the investment performance of defined
benefit plan assets.
CURRENT LIABILITIES increased $358 million over year-end
1992 primarily due to an increase in accounts payable,
partially offset by a reduction in long-term debt due within
one year. The increase in accounts payable in 1993 mainly
reflected an increase in accruals related to the B&LE
litigation and higher trade payables.
TOTAL LONG-TERM DEBT AND NOTES PAYABLE at December 31,
1993 was $1,551 million. The $723 million decrease from
year-end 1992 primarily reflected cash generated from issuance
of 6.50% Cumulative Convertible Preferred Stock ("6.50%
Convertible Preferred") and USX-U. S. Steel Group Common Stock
("Steel Stock"), disposal of assets and operating activities,
partially offset by capital expenditures, dividend payments and
an increase in cash and cash equivalents. The amount of total
long-term debt, as well as the amount shown as notes payable,
principally represented the U. S. Steel Group's portion of USX
debt attributed to all three groups. Virtually all of the debt
is a direct obligation of, or is guaranteed by, USX.
EMPLOYEE BENEFITS liabilities increased $309 million
compared with year-end 1992 mainly due to increases in workers'
compensation liabilities (including the effects of the adoption
of SFAS No. 112), retiree medical liabilities and pension
liabilities, partially offset by a decrease in liabilities due
to asset sale transactions.
DEFERRED CREDITS AND OTHER LIABILITIES decreased $80
million in 1993 mainly as a result of transfers of certain
litigation accruals to current liabilities.
STOCKHOLDERS' EQUITY of $617 million at year-end 1993
increased $370 million from the end of 1992 mainly reflecting
the issuance of additional preferred and common equity,
partially offset by the 1993 net loss and dividend payments.
Management's Discussion and Analysis of Cash Flows
THE U. S. STEEL GROUP'S NET CASH PROVIDED FROM OPERATING
ACTIVITIES in 1993 was $86 million compared with net cash used
in operating activities of $89 million in 1992. The 1993 period
was negatively affected by payments of $314 million related to
partial settlement of the B&LE litigation and settlement of the
Energy Buyers litigation. Excluding these payments, net cash
provided from operating activities improved by $489 million in
1993. The increase primarily reflected improved operations and
a $103 million favorable effect from the use of available funds
from previously established (now depleted) insurance reserves
to pay for certain active and retired employee insurance
benefits.
The U. S. Steel Group's net cash used in operating
activities in 1992 was $89 million compared to net cash
generated of $9 million in 1991. The results primarily
reflected unfavorable changes in working capital accounts
resulting mainly from a lower settlement from the Marathon
Group related to prior years' income taxes in accordance with
USX's group tax allocation policy, partially offset by
favorable effects due to changes in the amount of sold accounts
receivable.
CAPITAL EXPENDITURES totaled $198 million in 1993 compared
with $298 million in 1992 and $432 million in 1991. The
year-to-year reductions over this period primarily reflected
the completion of U. S. Steel's continuous cast modernization
program, as the Gary (IN) Works caster was completed during
1991 and the Mon Valley (PA) Works caster was completed in
1992. In addition to spending for
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Management's Discussion and Analysis CONTINUED
the continuous caster at Mon Valley Works, significant projects
in 1992 included modernization of the hot strip mill and the
electrogalvanizing line at Gary Works. Contract commitments for
capital expenditures at year-end 1993 were $105 million,
compared with $63 million at year-end 1992. Capital
expenditures in 1994 are expected to be approximately $260
million and will include continued expenditures for projects
begun in 1993 relative to environmental, hot-strip mill and
pickle line improvements at Gary Works and initial expenditures
for a blast furnace reline project at Mon Valley Works which is
planned for completion in 1995. Capital expenditures in 1995
and 1996 are currently expected to remain at about the same
level as in 1994.
CASH FROM THE DISPOSAL OF ASSETS totaled $291 million in
1993, compared with $39 million in 1992 and $26 million in
1991. The 1993 amount primarily reflected the realization of
proceeds from a subordinated note related to the 1988 sale of
Transtar and the sales of the Cumberland coal mine and
investments in an insurance company and a foreign manganese
mining affiliate.
FINANCIAL OBLIGATIONS decreased by $730 million in 1993,
compared with an increase of $203 million in 1992 and an
increase of $502 million in 1991. The decrease in 1993
primarily reflected the use of proceeds from the issuance of
common and preferred stock attributed to the U. S. Steel Group,
asset sales and net cash flows from operating activities of the
U. S. Steel Group. These obligations consist of the U. S. Steel
Group's portion of USX debt attributed to all three groups as
well as debt and financing agreements specifically attributed
to the U. S. Steel Group.
PREFERRED STOCK ISSUED totaled $336 million in 1993. This
amount was due to the sale of 6,900,000 shares of 6.50%
Convertible Preferred ($50.00 liquidation preference per share)
to the public for net proceeds of $336 million which were
reflected in their entirety in the U. S. Steel Group financial
statements. The 6.50% Convertible Preferred is convertible at
any time into shares of Steel Stock at a conversion price of
$46.125 per share of Steel Stock.
STEEL STOCK ISSUED totaled $366 million in 1993. This
amount was mainly due to the sale of 10,000,000 shares of Steel
Stock to the public for net proceeds of $350 million, which
were reflected in their entirety in the U. S. Steel Group
financial statements. The increase in 1992 primarily reflected
the sale of 8,050,000 shares of Steel Stock to the public for
net proceeds of $198 million, which were reflected in their
entirety in the U. S. Steel Group financial statements.
In February 1994, USX sold 5,000,000 shares of Steel Stock
to the public for net proceeds of $201 million, which will be
reflected in their entirety in the U. S. Steel Group financial
statements.
DIVIDEND PAYMENTS increased in 1993 primarily as a result
of higher dividends due to the sale of additional shares of
Steel Stock and of the 6.50% Convertible Preferred mentioned
above. Dividends attributed to the Steel Stock prior to
September 10, 1991 were based upon the relationship of the
initial dividends of the Steel Stock and the USX-Marathon Group
Common Stock. The annualized rate of dividends per share for
the Steel Stock based on the most recently declared quarterly
dividend is $1.00.
In September 1993, Standard & Poor's Corp. ("S&P")
lowered its ratings on USX's and Marathon Oil Company's
("Marathon") senior debt to below investment grade (from BBB-
to BB+) and on USX's subordinated debt, preferred stock and
commercial paper. S&P cited extremely aggressive financial
leverage, burdensome retiree medical liabilities and litigation
contingencies. In October 1993, Moody's Investors Services,
Inc. ("Moody's") confirmed its Baa3 investment grade ratings on
USX's and Marathon's senior debt. Moody's also confirmed its
ratings on USX's subordinated debt and commercial paper, but
lowered its ratings on USX's preferred stock from ba1 to ba2.
Moody's noted that the rating confirmation on USX debt
securities reflected confidence in the expected performance of
USX during the intermediate term, while the downward revision
of the preferred stock ratings incorporated a narrow fixed
charge coverage going forward. The downgrades by S&P and the
downgrade of ratings on preferred stock by Moody's could
increase USX's cost of capital. Any related increase in
interest costs would be reflected in the consolidated financial
statements and the financial statements of each group.
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161
Management's Discussion and Analysis CONTINUED
As a result of the settlement of LTV Steel Corp.'s ("LTV")
portion of the B&LE litigation, USX is obligated to pay an
additional $175 million to LTV in the first quarter of 1994. In
addition, approximately $210 million in judgments for other
plaintiffs in the B&LE litigation are due for payment in the
first quarter of 1994. See Note 26 to the U. S. Steel Group
Financial Statements.
USX anticipates that it will begin funding the U. S. Steel
Group's pension plan for approximately $100 million per year
commencing with the 1994 plan year. The funding for both the
1994 and 1995 plan years will impact cash flows in 1995.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF ENVIRONMENTAL MATTERS, LITIGATION AND
CONTINGENCIES
The U. S. Steel Group has incurred and will continue to
incur substantial capital, operating and maintenance, and
remediation expenditures as a result of environmental laws and
regulations. In recent years, these expenditures have been
mainly for process changes in order to meet Clean Air Act
obligations, although ongoing compliance costs have also been
significant. To the extent these expenditures, as with all
costs, are not ultimately reflected in the prices of the U. S.
Steel Group's products and services, operating results will be
adversely affected. The U. S. Steel Group believes that all of
its domestic competitors are subject to similar environmental
laws and regulations. However, the specific impact on each
competitor may vary depending on a number of factors, including
the age and location of their operating facilities and their
production methods.
The U. S. Steel Group's environmental expenditures for
1993 and 1992 are discussed below and have been estimated based
on U. S. Department of Commerce ("USDC") survey guidelines.
These guidelines are subject to differing interpretations which
could affect the comparability of such data. Some environmental
related expenditures, while benefitting the environment, also
enhance operating efficiencies.
Total environmental expenditures for the U. S. Steel Group
in 1993 were $240 million compared with $220 million in 1992.
These amounts consisted of capital expenditures of $53 million
in 1993 and $52 million in 1992 and estimated compliance
expenditures (including operating and maintenance) of $187
million in 1993 and $168 million in 1992. Compliance
expenditures were broadly estimated based on USDC survey
guidelines and represented 3% of the U. S. Steel Group's total
operating costs in both 1993 and 1992.
USX has been notified that it is a potentially responsible
party ("PRP") at 41 waste sites related to the U. S. Steel
Group under the Comprehensive Environmental Response,
Compensation and Liability Act ("CERCLA") as of December 31,
1993. In addition, there are 28 sites related to the U. S.
Steel Group where USX has received information requests or
other indications that USX may be a PRP under CERCLA but where
sufficient information is not presently available to confirm
the existence of liability or make any judgment as to the
amount thereof. There are also 10 additional sites related to
the U. S. Steel Group where state governmental agencies or
private parties are seeking remediation under state
environmental laws through discussions or litigation. At many
of these sites, USX is one of a number of parties involved and
the total cost of remediation, as well as USX's share thereof,
is frequently dependent upon the outcome of investigations and
remedial studies.
Total environmental expenditures included remediation
related expenditures estimated at $19 million in 1993 and $11
million in 1992. Remediation spending was mainly related to
dismantlement and restoration activities at former and present
operating locations. The U. S. Steel Group accrues for
environmental remediation activities when the responsibility to
remediate is probable and the amount of associated costs is
reasonably determinable. As environmental remediation matters
proceed toward ultimate resolution or as additional remediation
obligations arise, charges in excess of those previously
accrued may be required. See Note 26 to the U. S. Steel Group
Financial Statements.
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162
Management's Discussion and Analysis CONTINUED
New or expanded requirements for environmental
regulations, which could increase the U. S. Steel Group's
environmental costs, may arise in the future. USX intends to
comply with all legal requirements regarding the environment,
but since many of them are not fixed or presently determinable
(even under existing legislation) and may be affected by future
legislation, it is not possible to accurately predict the
ultimate cost of compliance, including remediation costs which
may be incurred and penalties which may be imposed. However,
based on presently available information, and existing laws and
regulations as currently implemented, the U. S. Steel Group
does not anticipate that environmental compliance expenditures
will materially increase in 1994. The U. S. Steel Group's
capital expenditures for environmental controls are expected to
be approximately $70 million in 1994, including the expected
completion of major air quality projects at Gary Works.
Predictions beyond 1994 can only be broad-based estimates which
have varied, and will continue to vary, due to the ongoing
evolution of specific regulatory requirements, the possible
imposition of more stringent requirements and the availability
of new technologies, among other matters. Based upon currently
identified projects, the U. S. Steel Group anticipates that
environmental capital expenditures will be approximately $25
million in 1995; however, actual expenditures may increase as
additional projects are identified or additional requirements
are imposed.
USX is the subject of, or party to, a number of pending or
threatened legal actions, contingencies and commitments
relating to the U. S. Steel Group involving a variety of
matters, including laws and regulations relating to the
environment, certain of which are discussed in Note 26 to the
U. S. Steel Group Financial Statements. The ultimate resolution
of these contingencies could, individually or in the aggregate,
be material to the U. S. Steel Group financial statements.
However, management believes that USX will remain a viable and
competitive enterprise even though it is possible that these
contingencies could be resolved unfavorably to the U.S. Steel
Group. See USX Consolidated Management's Discussion and
Analysis of Cash Flows.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF ACCOUNTING STANDARDS
Statement of Financial Accounting Standards No. 114 -
Accounting by Creditors for Impairment of a Loan ("SFAS No.
114") requires impairment of loans based on either the sum of
discounted cash flows or the fair value of underlying
collateral. USX expects to adopt SFAS No. 114 in the first
quarter of 1995. Based on preliminary estimates, USX believes
the unfavorable effect on the U. S. Steel Group of adopting
SFAS No. 114 will be less than $2 million.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS
The U. S. Steel Group reported an operating loss of $149
million in 1993 compared with operating losses of $241 million
in 1992 and $617 million in 1991. The operating loss for 1993
included a $342 million charge as a result of the adverse
decision in the B&LE litigation. The 1993, 1992, and 1991
operating losses included restructuring charges of $42 million,
$10 million, and $402 million, respectively, which are
discussed below.
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163
Management's Discussion and Analysis CONTINUED
OPERATING INCOME (LOSS)
(Dollars in millions) 1993 1992* 1991*
......................................................................................................
Steel and Related Businesses $ 123 $ (140) $ (235)
Other Businesses (29) (96) (30)
Other Administrative 141 5 50
B&LE litigation charge (342) - -
Restructuring (42) (10) (402)
----- ------ ------
Total $(149) $ (241) $ (617)
.......................................................................................................
*Certain reclassifications have been made to conform to 1993
classifications.
Steel and Related Businesses recorded operating income of
$123 million in 1993 compared with a loss of $140 million in
1992 and a loss of $235 million in 1991. The improvement in
1993 over 1992 was predominantly due to higher steel shipment
volumes and prices, improved operating efficiencies and lower
accruals for environmental and legal contingencies. In
addition, 1993 results benefitted from a $39 million favorable
effect from the utilization of funds from previously
established insurance reserves to pay for certain employee
insurance benefits. These positive factors were partially
offset by higher hourly steel labor costs, unfavorable effects
associated with pension and other employee benefits, lower
results from coal operations and a $21 million increase in
operating costs related to the adoption of SFAS No. 112.
The improvement in 1992 compared with 1991 was primarily
due to savings from cost reduction programs, higher utilization
of raw steel and raw material capability and the absence of
costs incurred in 1991 due to the lack of an early labor
settlement with the USWA. These were partially offset by an
increase in post retirement benefit costs in connection with
the adoption of SFAS No. 106, higher depreciation charges and
start-up costs for the Mon Valley Works continuous caster.
Average realized steel prices improved $8 per ton in 1993
after virtually no change in 1992.
Steel shipments were just under 10 million tons in 1993,
an increase of 1.1 million tons over 1992. Shipments in 1992
were basically flat with the 1991 level. U. S. Steel Group
shipments comprised approximately 11% of the domestic steel
market in each of the three years. Exports accounted for 4% of
U. S. Steel Group shipments in 1993, compared with 7% in 1992
and 15% in 1991.
Raw steel production was 11.3 million tons in 1993,
compared with 10.4 million tons in 1992 and 10.5 million tons
in 1991. Raw steel produced was nearly 100% continuous cast in
1993, versus 83% in 1992 and 67% in 1991. U. S. Steel
completed its continuous cast modernization program in 1992
with the start-up of the Mon Valley Works continuous caster in
August 1992. Raw steel production averaged 96% of capability in
1993 compared with 86% of capability in 1992 and 70% of
capability in 1991.
Other Businesses recorded an operating loss of $29 million
in 1993, compared with operating losses of $96 million in 1992
and $30 million in 1991. The improvement in 1993 of $67 million
and the decrease in 1992 of $66 million primarily reflected a
$28 million charge in 1992 resulting from market valuation
provisions for foreclosed real estate assets and higher
provisions in 1992 for loan losses by USX Credit. Loan loss
provisions were $11 million in 1993, $42 million in 1992 and
$14 million in 1991. USX Credit is not actively making new loan
commitments. Excluding loan loss provisions, the balance of the
operating losses for Other Businesses during the three-year
period was largely due to the effect of depressed titanium
markets on RMI's results.
Other Administrative includes the portion of pension
credits, postretirement benefit costs and certain other
expenses principally attributable to former business units of
the U. S. Steel Group as well as USX corporate general and
administrative costs allocated to the U. S. Steel Group.
Operating income from Other Administrative was $141 million in
1993 compared to $5 million in 1992 and $50 million in 1991.
The 1993 increase resulted mainly from the absence of a charge
incurred in 1992 to cover the amount of the award in the Energy
Buyers litigation, and a credit in 1993 due to settlement
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Management's Discussion and Analysis CONTINUED
of all claims in the case (see Note 26 to the U. S. Steel
Group Financial Statements). The decrease from 1991 to 1992
primarily reflected the 1992 charge related to the Energy
Buyers litigation, partially offset by a decrease in
postretirement benefit costs charged to Other Administrative in
connection with the adoption of SFAS No. 106.
The U. S. Steel Group's 1993 operating loss also included
restructuring charges of $42 million related to the planned
shutdown of the Maple Creek coal mine and preparation plant.
The 1992 loss included a charge of $10 million for completion
of the portion of the 1991 restructuring plan related to steel
facilities. The 1991 loss included $402 million of
restructuring charges primarily related to the closing of the
iron and steel producing, slab and hot strip mill and pipe mill
facilities at Fairless (PA) Works; all facilities at South
Works; RMI's sodium and sponge production facilities; a
previously idled plate mill in Baytown, Texas; and
miscellaneous other facilities.
The U. S. Steel Group's 1993 operating income was reduced
by a total of $21 million due to the adoption of SFAS No. 112.
Operating income in 1992 compared to 1991 was reduced by a
total of $42 million due to the adoption of SFAS No. 106.
The pension credits referred to in Other Administrative,
combined with pension costs for ongoing operating units of the
U. S. Steel Group, resulted in net pension credits (which are
primarily noncash) of $202 million, $231 million and $196
million in 1993, 1992 and 1991, respectively. The decrease in
1993 from 1992 was primarily due to a lower assumed long-term
rate of return on plan assets. The increase in 1992 from 1991
primarily reflected recognition of the 1991 growth in plan
assets. In 1994, net pension credits are expected to decline by
approximately $85 million primarily due to a further reduction
in the assumed long-term rate of return on plan assets. See
Note 10 to the U. S. Steel Group Financial Statements.
The domestic steel industry has been adversely affected by
unfairly traded imports. Steel imports to the United States
accounted for an estimated 19% of the domestic steel market
in 1993, and for an estimated 22% in the fourth quarter. Steel
imports to the United States accounted for an estimated 17% to
18% of the domestic steel market in 1992 and 1991. On March 31,
1992, Voluntary Restraint Agreements restricting the level of
steel imports to the United States expired, and in June 1992,
in conjunction with other domestic steel firms, USX filed a
number of antidumping and countervailing duty cases with the
USDC and the International Trade Commission ("ITC") against
unfairly traded imported carbon flat rolled steel. Beginning
in late 1992, as a result of affirmative preliminary
determinations by both the ITC and the USDC in the vast
majority of cases, provisional duties were imposed on the
imported steel products under investigation. On June 22, 1993,
the USDC issued the final determinations of subsidization in
the countervailing duty cases and final margins for sales
at less than fair value in the antidumping cases.
On July 27, 1993, the ITC issued affirmative
determinations of material injury to the domestic steel
industry by reason of imports in cases representing an
estimated 51% of dollar value and 42% of the volume of all
flat-rolled carbon steel imports under investigation.
Affirmative determinations were found in cases relating to 37%
of such volume of cold-rolled steel, 92% of such volume of the
higher value-added corrosion resistant steel and 97% of such
volume of plate steel. Negative determinations were found in
all cases related to hot-rolled steel, the largest import
market.
In those cases where negative determinations were made by
the ITC, provisional duties imposed on imports covered by the
cases were removed and final remedial duties were not imposed.
While USX is unable to predict the effect these negative
determinations may have on the business or results of
operations of the U. S. Steel Group, they may result in
increasing levels of imported steel and may adversely affect
some product prices. As discussed above, steel imports to the
United States have increased in recent months.
S-30
165
Management's Discussion and Analysis CONTINUED
Although the affirmative determinations are helpful in
offsetting the harm to the U.S. steel industry caused by
subsidized and dumped imports, USX believes that certain of the
negative determinations were improper and, together with other
steel firms, has appealed such determinations to the U.S. Court
of International Trade and, in certain cases involving imports
from Canada, to a bi-national panel in accordance with the
Canadian Free Trade Agreement. Several of the affirmative
determinations similarly have been challenged in appeals filed
by foreign steel producers.
USX will file additional antidumping and countervailing
duty petitions if unfairly traded imports adversely impact, or
threaten to adversely impact, the results of the U. S. Steel
Group.
The U. S. Steel Group depreciates steel assets by
modifying straight-line depreciation based on the level of
production. Depreciation charges for 1993 were 100% of
straight-line depreciation based on production levels for the
year. Depreciation charges for 1992 and 1991 approximated 91%
and 89% of the amounts that would have been reported if
production levels had not been considered. In 1992, the U. S.
Steel Group revised the modification factors used in the
depreciation of steel assets to reflect that raw steel
production capability is entirely continuous cast (see Note 2
to the U. S. Steel Group Financial Statements).
OUTLOOK FOR 1994
Based on strong recent order levels and assuming a
continuing recovery of the U. S. economy, the U. S. Steel
Group anticipates that steel demand will remain strong in
1994. The U. S. Steel Group believes that domestic industry
shipments will reach 89 to 90 million tons in 1994 as compared
to approximately 88 million tons in 1993. Price increases on
sheet products have been announced effective January 2 and July
3, 1994. Price increases on certain other products have also
been announced. Although early indications suggest that the
January price increase is holding, full realization of the
price increases will be dependent upon steel demand and the
level of imports. As previously discussed, steel imports to
the United States have increased in recent months.
U. S. Steel entered into a new five and one-half year
contract with the USWA, effective February 1, 1994, covering
approximately 15,000 employees. The agreement will result in
higher labor and benefit costs for the U. S. Steel Group each
year throughout the term of the agreement. The agreement
includes a signing bonus of $1,000 per USWA represented
employee that will be paid in the first quarter of 1994, $500
of which represents the final bonus payable under the previous
contract. The agreement also provides for the establishment of
a Voluntary Employee Beneficiary Association Trust to prefund
health care and life insurance benefits for retirees covered
under the agreement. Minimum contributions, in the form of USX
stock or cash, are expected to be $25 million in 1994 and
$10 million per year thereafter. The funding of the trust
will have no direct effect on income of the U. S. Steel
Group. Management believes that this agreement is competitive
with labor agreements reached by U. S. Steel's major domestic
integrated competitors and thus does not believe that U. S.
Steel's competitive position with regard to such other
competitors will be materially affected by its ratification.
Severe cold and extreme winter weather conditions
disrupted steel and raw materials operations and caused forced
utility curtailments at Gary Works, Mon Valley Works and
Fairless Works in January 1994. These events will have some
negative effects on operations in the first quarter of 1994.
Net pension credits for the U. S. Steel Group in 1994 are
expected to decline by approximately $85 million primarily due
to a lower assumed long-term rate of return on plan assets.
S-31
166
Delhi Group
Index to Financial Statements, Supplementary Data and
Management's Discussion and Analysis
Page
-----
Explanatory Note Regarding Financial Information . . . . . . . . . D-2
Management's Report . . . . . . . . . . . . . . . . . . . . . . . D-3
Audited Financial Statements:
Report of Independent Accountants . . . . . . . . . . . . D-3
Statement of Operations . . . . . . . . . . . . . . . . . D-4
Balance Sheet . . . . . . . . . . . . . . . . . . . . . . D-5
Statement of Cash Flows . . . . . . . . . . . . . . . . . D-6
Notes to Financial Statements . . . . . . . . . . . . . . D-7
Principal Unconsolidated Affiliates . . . . . . . . . . . . . . . D-18
Selected Quarterly Financial Data . . . . . . . . . . . . . . . . D-19
Five-Year Operating Summary . . . . . . . . . . . . . . . . . . . D-20
Management's Discussion and Analysis . . . . . . . . . . . . . . . D-21
D-1
167
Delhi Group
Explanatory Note Regarding Financial Information
Although the financial statements of the Delhi Group, the Marathon Group and
the U. S. Steel Group separately report the assets, liabilities (including
contingent liabilities) and stockholders' equity of USX attributed to each such
group, such attribution does not affect legal title to such assets and
responsibility for such liabilities. Holders of USX-Delhi Group Common Stock,
USX-Marathon Group Common Stock and USX-U. S. Steel Group Common Stock are
holders of common stock of USX and continue to be subject to all the risks
associated with an investment in USX and all of its businesses and liabilities.
Financial impacts arising from any of the Delhi Group, the Marathonl Group or
the U. S. Steel Group which affect the overall cost of USX's capital could
affect the results of operations and financial condition of all groups. In
addition, net losses of any group, as well as dividends or distributions on any
class of USX common stock or series of Preferred Stock and repurchases of any
class of USX common stock or certain series of Preferred Stock, will reduce the
funds of USX legally available for payment of dividends on all classes of USX
common stock. Accordingly, the USX consolidated financial information should be
read in connection with the Delhi Group financial information.
D-2
168
Management's Report
The accompanying financial statements of the Delhi Group are the responsibility
of and have been prepared by USX Corporation (USX) in conformity with generally
accepted accounting principles. They necessarily include some amounts that are
based on best judgments and estimates. The Delhi Group financial information
displayed in other sections of this report is consistent with that in these
financial statements.
USX seeks to assure the objectivity and integrity of its financial
records by careful selection of its managers, by organizational arrangements
that provide an appropriate division of responsibility and by communications
programs aimed at assuring that its policies and methods are understood
throughout the organization.
USX has a comprehensive formalized system of internal accounting
controls designed to provide reasonable assurance that assets are safeguarded
and that financial records are reliable. Appropriate management monitors the
system for compliance, and the internal auditors independently measure its
effectiveness and recommend possible improvements thereto. In addition, as part
of their audit of the financial statements, USX's independent accountants, who
are elected by the stockholders, review and test the internal accounting
controls selectively to establish a basis of reliance thereon in determining
the nature, extent and timing of audit tests to be applied.
The Board of Directors pursues its oversight role in the area of
financial reporting and internal accounting control through its Audit
Committee. This Committee, composed solely of nonmanagement directors,
regularly meets (jointly and separately) with the independent accountants,
management and internal auditors to monitor the proper discharge by each of its
responsibilities relative to internal accounting controls and the consolidated
and group financial statements.
Charles A. Corry Robert M. Hernandez Lewis B. Jones
Chairman, Board of Directors Executive Vice President -- Vice President
Chief Executive Officer Accounting & Finance & Comptroller
& Chief Financial Officer
Report of Independent Accountants
To the Stockholders of USX Corporation:
In our opinion, the accompanying financial statements appearing on pages D-4
through D-18 and as listed in Item 14.A.2 on page 61 of this report
present fairly, in all material respects, the financial position
of the Delhi Group at December 31, 1993 and 1992, and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1993, in conformity with generally accepted accounting principles.
These financial statements are the responsibility of USX's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for the
opinion expressed above.
As discussed in Note 10, page D-12, in 1992 USX adopted a new accounting
standard for income taxes.
The Delhi Group is a business unit of USX Corporation (as described in
Note 1, page D-7); accordingly, the financial statements of the Delhi Group
should be read in connection with the consolidated financial statements of USX
Corporation and Subsidiary Companies.
Price Waterhouse
600 Grant Street, Pittsburgh, Pennsylvania 15219-2794
February 8, 1994
D-3
169
Statement of Operations
(Dollars in millions, except per share data) 1993 1992 1991
..............................................................................................
SALES (Note 1, page D-7) $ 534.8 $ 457.8 $ 423.2
OPERATING COSTS:
Cost of sales (excludes items shown below) (Note 7, page D-10) 426.7 349.0 314.9
Selling, general and administrative expenses 28.6 28.8 29.3
Depreciation, depletion and amortization 36.3 40.2 38.7
Taxes, other than income taxes (Note 11, page D-12) 7.6 7.2 9.3
--------- -------- --------
Total operating costs 499.2 425.2 392.2
--------- -------- --------
OPERATING INCOME 35.6 32.6 31.0
Other income (loss) (Note 7, page D-10) 5.2 1.7 (18.7)
Interest and other financial costs (Note 7, page D-10) (10.5) (4.6) (.6)
--------- -------- --------
TOTAL INCOME BEFORE INCOME TAXES AND CUMULATIVE
EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE 30.3 29.7 11.7
Less provision for estimated income taxes (Note 10, page D-12) 18.1 11.1 4.5
--------- -------- --------
TOTAL INCOME BEFORE CUMULATIVE EFFECT OF CHANGE
IN ACCOUNTING PRINCIPLE 12.2 18.6 7.2
Cumulative effect of change in accounting principle:
Income taxes (Note 10, page D-12) -- 17.9 --
--------- -------- --------
NET INCOME 12.2 $ 36.5 $ 7.2
======== ========
Dividends on preferred stock (.1)
Net income applicable to Retained Interest (4.3)
---------
NET INCOME APPLICABLE TO OUTSTANDING DELHI STOCK $ 7.8
=========
Income Per Common Share of Delhi Stock
(Dollars in millions, except per share data) 1993 1992(a)
..............................................................................................
Net income applicable to outstanding Delhi Stock $ 7.8 $ 2.0
PRIMARY AND FULLY DILUTED PER SHARE:
Net income applicable to outstanding Delhi Stock .86 .22
Weighted average shares, in thousands
-- primary and fully diluted 9,067 9,001
..............................................................................................
(a) For period from October 2, 1992, to December 31, 1992.
See Note 1, page D-7, for basis of presentation and Note 19,
page D-16, for a description of net income per common share.
Pro Forma Income Per Common Share of Delhi Stock (Unaudited)
(Dollars in millions, except per share data) 1992 1991
..............................................................................................
Pro forma income before cumulative effect of change in
accounting principle $ 13.8 $ 1.0
Pro forma income before cumulative effect of change in
accounting principle applicable to outstanding Delhi Stock 8.8 .5
Pro forma income before cumulative effect of change in
accounting principle applicable to outstanding Delhi Stock --
per share .98 .06
Pro forma average shares, in thousands 9,000 9,000
..............................................................................................
See Note 23, page D-18, for a description of pro forma income
per common share.
The accompanying notes are an integral part of these
financial statements.
D-4
170
Balance Sheet
(Dollars in millions) December 31 1993 1992
..................................................................................................
ASSETS
Current assets:
Cash and cash equivalents $ 3.8 $ .1
Receivables less allowance for doubtful accounts
of $.5 and $.8 (Note 16, page D-14) 24.2 12.2
Inventories (Note 14, page D-13) 9.6 8.4
Other current assets 4.6 4.8
-------- ---------
Total current assets 42.2 25.5
Long-term receivables and other investments (Note 13, page D-13) 14.7 20.3
Property, plant and equipment -- net (Note 15, page D-14) 521.8 516.6
Other noncurrent assets 1.7 2.1
-------- ---------
Total assets $ 580.4 $ 564.5
..................................................................................................
LIABILITIES
Current liabilities:
Notes payable $ -- $ .7
Accounts payable 88.9 80.4
Payable to the U. S. Steel Group (Note 8, page D-11) .3 6.0
Payroll and benefits payable 1.8 1.8
Accrued taxes 8.1 13.7
Accrued interest 2.7 2.0
Long-term debt due within one year (Note 5, page D-10) .6 5.1
-------- ---------
Total current liabilities 102.4 109.7
Long-term debt (Note 5, page D-10) 109.0 92.5
Long-term deferred income taxes (Note 10, page D-12) 154.0 151.4
Deferred credits and other liabilities 9.5 14.8
-------- ---------
Total liabilities 374.9 368.4
EQUITY (Note 17, page D-15)
Preferred stock 2.5 2.5
Common stockholders' equity 203.0 193.6
-------- ---------
Total equity 205.5 196.1
-------- ---------
Total liabilities and stockholders' equity $ 580.4 $ 564.5
..................................................................................................
The accompanying notes are an integral part of these financial statements.
D-5
171
Statement of Cash Flows
(Dollars in millions) 1993 1992 1991
...............................................................................................
Increase (decrease) in cash and cash equivalents
OPERATING ACTIVITIES:
Net income $ 12.2 $ 36.5 $ 7.2
Adjustments to reconcile to net cash provided from
operating activities:
Accounting principle change -- (17.9) --
Depreciation, depletion and amortization 36.3 40.2 38.7
Pensions 1.5 .6 (1.4)
Deferred income taxes 4.5 (1.0) (7.2)
Gain on disposal of assets (2.9) (.6) (.2)
Impairment of investment -- -- 18.7
Changes in: Current receivables -- sold 3.5 14.7 55.4
-- operating turnover (15.2) (4.6) 1.8
Inventories (1.2) 2.5 (2.2)
Current accounts payable and accrued expenses (.5) 6.6 5.7
All other items -- net (5.0) (1.2) (.3)
--------- -------- --------
Net cash provided from operating activities 33.2 75.8 116.2
--------- -------- --------
INVESTING ACTIVITIES:
Capital expenditures (42.6) (26.6) (18.6)
Disposal of assets 4.2 .9 .3
All other items -- net 1.2 (2.0) (1.1)
--------- -------- --------
Net cash used in investing activities (37.2) (27.7) (19.4)
--------- -------- --------
FINANCING ACTIVITIES (Note 3, page D-8)
Delhi Group activity -- USX debt attributed to all groups -- net 10.6 (17.0) --
Transactions with USX through October 2, 1992 -- (43.4) (96.8)
Cash attributed to the Delhi Group on October 2, 1992 -- 13.2 --
Dividends paid (1.9) (.5) --
Payment attributed to Retained Interest (1.0) (.3) --
--------- -------- --------
Net cash provided from (used in) financing activities 7.7 (48.0) (96.8)
--------- -------- --------
NET INCREASE IN CASH AND CASH EQUIVALENTS 3.7 .1 --
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR .1 -- --
--------- -------- --------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 3.8 $ .1 $ --
...............................................................................................
See Note 6, page D-10, for supplemental cash flow information.
The accompanying notes are an integral part of these financial
statements.
D-6
172
Notes to Financial Statements
1. BASIS OF PRESENTATION
On October 2, 1992, USX Corporation (USX) publicly sold
9,000,000 shares of a new class of common stock, USX --
Delhi Group Common Stock (Delhi Stock), which is
intended to reflect the performance of the Delhi Group.
As a result, USX has three classes of common stock, the
others being USX -- Marathon Group Common Stock
(Marathon Stock) and USX -- U. S. Steel Group Common
Stock (Steel Stock), which are intended to reflect the
performance of the Marathon Group and the U. S. Steel
Group, respectively. The Delhi Group includes the
businesses of the Delhi Gas Pipeline Corporation (DGP)
and certain other subsidiaries of USX. The Delhi Group
is engaged in the purchasing, gathering, processing,
transporting and marketing of natural gas.
The financial data for the periods presented prior to
October 2, 1992, reflected the combined historical
financial position, results of operations and cash flows
for the businesses of the Delhi Group which were
included in the financial statements of the Marathon
Group. Beginning October 2, 1992, the financial
statements of the Delhi Group include the financial
position, results of operations and cash flows for the
businesses of the Delhi Group; the effects of the
capital structure of the Delhi Group determined by the
Board of Directors in accordance with the USX
Certificate of Incorporation; and a portion of the
corporate assets and liabilities and related
transactions which are not separately identified with
ongoing operating units of USX. Pro forma data is
reported for the years 1992 and 1991 to reflect the
results of operations as if the capital structure of the
Delhi Group were in effect beginning January 1, 1991
(Note 23, page D-18). The Delhi Group financial
statements are prepared using the amounts included in
the USX consolidated financial statements.
The USX Board of Directors initially designated
14,000,000 shares of Delhi Stock as the total number of
shares of Delhi Stock which it deemed to represent 100%
of the common stockholders' equity value of USX
attributable to the Delhi Group. The Delhi Fraction is
the percentage interest in the Delhi Group represented
by the shares of Delhi Stock that are outstanding at any
particular time and, based on 9,282,870 outstanding
shares at December 31, 1993, is approximately 66%. The
Marathon Group financial statements reflect a percentage
interest in the Delhi Group of approximately 34%
(Retained Interest) at December 31, 1993. The Retained
Interest is subject to reduction as shares of Delhi
stock attributed to the Retained Interest are sold. (See
Note 3, page D-9, for a description of common stock
transactions.)
During 1993, 1992 and 1991 sales to one customer who
accounted for 10 percent or more of the Delhi Group's
total revenues totaled $76.4 million, $55.4 million and
$59.2 million, respectively. In addition, sales to
several customers having a common parent aggregated
$66.3 million, $63.2 million and $53.7 million during
1993, 1992 and 1991, respectively.
Although the financial statements of the Delhi Group,
the Marathon Group and the U. S. Steel Group separately
report the assets, liabilities (including contingent
liabilities) and stockholders' equity of USX attributed
to each such group, such attribution does not affect
legal title to such assets and responsibility for such
liabilities. Holders of Delhi Stock, Marathon Stock and
Steel Stock are holders of common stock of USX and
continue to be subject to all the risks associated with
an investment in USX and all of its businesses and
liabilities. Financial impacts arising from any of the
Delhi Group, the Marathon Group or the U. S. Steel Group
which affect the overall cost of USX's capital could
affect the results of operations and financial condition
of all groups. In addition, net losses of any group, as
well as dividends or distributions on any class of USX
common stock or series of Preferred Stock and
repurchases of any class of USX common stock or certain
series of Preferred Stock, will reduce the funds of USX
legally available for payment of dividends on all
classes of USX common stock. Accordingly, the USX
consolidated financial information should be read in
connection with the Delhi Group financial information.
2. SUMMARY OF PRINCIPAL ACCOUNTING POLICIES
PRINCIPLES APPLIED IN CONSOLIDATION -- These financial
statements include the accounts of the businesses
comprising the Delhi Group. Beginning October 2, 1992,
the Delhi Group, the Marathon Group and the U. S. Steel
Group financial statements, taken together, comprise all
of the accounts included in the USX consolidated
financial statements.
Investments in jointly owned gas processing plants
are accounted for on a pro rata basis.
D-7
173
Investments in other entities in which the Delhi
Group has significant influence in management and
control are accounted for using the equity method of
accounting and are carried in the investment account at
the Delhi Group's share of net assets plus advances. The
proportionate share of income from equity investments is
included in other income.
Investments in marketable equity securities are
carried at lower of cost or market.
CASH AND CASH EQUIVALENTS -- Cash and cash equivalents
includes cash on hand and on deposit and highly liquid
debt instruments with maturities generally of three
months or less.
INVENTORIES -- Inventories are carried at lower of
average cost or market.
HEDGING TRANSACTIONS -- The Delhi Group enters into
futures contracts to hedge exposure to price
fluctuations relevant to the purchase or sale of natural
gas. Such transactions are accounted for as part of the
commodity being hedged.
PROPERTY, PLANT AND EQUIPMENT -- Depreciation is
generally computed on a straight-line method based upon
estimated lives of assets.
When an entire pipeline system, plant, major facility
or facilities depreciated on an individual basis are
sold or otherwise disposed of, any gain or loss is
reflected in income. Proceeds from disposal of other
facilities depreciated on a group basis are credited to
the depreciation reserve with no immediate effect on
income.
INSURANCE -- The Delhi Group is insured for catastrophic
casualty and certain property exposures, as well as
those risks required to be insured by law or contract.
Costs resulting from noninsured losses are charged
against income upon occurrence.
3. CORPORATE ACTIVITIES
Beginning October 2, 1992, the following corporate
activities were reflected in the Delhi Group financial
statements.
FINANCIAL ACTIVITIES -- As a matter of policy, USX
manages most financial activities on a centralized,
consolidated basis. Such financial activities include
the investment of surplus cash; the issuance, repayment
and repurchase of short-term and long-term debt; the
issuance, repurchase and redemption of preferred stock;
and the issuance and repurchase of common stock. The
initial capital structure of the Delhi Group determined
by the Board of Directors pursuant to the USX
Certificate of Incorporation as of June 30, 1992,
reflects the Delhi Group's portion of USX's financial
activities attributed to each of the three groups.
Subsequent to June 30, 1992, transactions related
primarily to invested cash, short-term and long-term
debt (including convertible debt), related net interest
and other financial costs, and preferred stock and
related dividends are attributed to the Delhi Group, as
well as to the Marathon Group and the U. S. Steel Group,
based upon the cash flows of each group for the periods
presented. Most financing transactions are attributed to
and reflected in the financial statements of all three
groups. See Note 4, page D-9, for the Delhi Group's
portion of USX's financial activities attributed to all
three groups. However, certain transactions such as
leases, production payment financings, financial
activities of consolidated entities which are less than
wholly owned by USX and transactions related to
securities convertible solely into any one class of
common stock are or will be specifically attributed to
and reflected in their entirety in the financial
statements of the group to which they relate.
CORPORATE GENERAL & ADMINISTRATIVE COSTS -- Corporate
general and administrative costs are allocated to the
Delhi Group, the Marathon Group and the U. S. Steel
Group based upon utilization or other methods management
believes to be reasonable and which consider certain
measures of business activities, such as employment,
investments and sales. Such costs were also reflected in
the historical financial data of the businesses of the
Delhi Group. The costs allocated to the Delhi Group were
$1.4 million, $1.5 million and $2.4 million in 1993,
1992 and 1991, respectively, and primarily consist of
employment costs including pension effects,
professional services, facilities and other related
costs associated with corporate activities.
D-8
174
COMMON STOCK TRANSACTIONS -- The proceeds from issuances
of Delhi Stock representing shares attributable to the
Retained Interest will be reflected in the financial
statements of the Marathon Group (Note 1, page D-7).
All proceeds from issuances of additional shares of
Delhi Stock not deemed to represent the Retained
Interest will be reflected in their entirety in the
financial statements of the Delhi Group. When a dividend
or other distribution is paid or distributed in respect
to the outstanding Delhi Stock, or any amount paid to
repurchase shares of Delhi Stock generally, the Marathon
Group financial statements are credited, and the Delhi
Group financial statements are charged, with the
aggregate transaction amount times the quotient of the
Retained Interest divided by the Delhi Fraction.
INCOME TAXES -- All members of the USX affiliated group
are included in the consolidated United States federal
income tax return filed by USX. Accordingly, the
provision for federal income taxes and the related
payments or refunds of tax are determined on a
consolidated basis. The consolidated provision and the
related tax payments or refunds will be reflected in the
Delhi Group, the Marathon Group and the U. S. Steel
Group financial statements in accordance with USX's tax
allocation policy. In general, such policy provides that
the consolidated tax provision and related tax payments
or refunds are allocated among the Delhi Group, the
Marathon Group and the U. S. Steel Group, for financial
statement purposes, based principally upon the financial
income, taxable income, credits, preferences and other
amounts directly related to the respective groups.
For tax provision and settlement purposes, tax
benefits resulting from attributes (principally net
operating losses), which cannot be utilized by one of
the three groups on a separate return basis but which
can be utilized on a consolidated basis in that year or
in a carryback year, are allocated to the group that
generated the attributes. However, if such tax benefits
cannot be utilized on a consolidated basis in that year
or in a carryback year, the prior years' allocation of
such consolidated tax effects is adjusted in a
subsequent year to the extent necessary to allocate the
tax benefits to the group that would have realized the
tax benefits on a separate return basis.
The allocated group amounts of taxes payable or
refundable are not necessarily comparable to those that
would have resulted if the groups had filed separate
returns; however, such allocation should not result in
any of the three groups paying more taxes over time than
it would if it filed separate tax returns and, in
certain situations, could result in any of the three
groups paying less.
4. FINANCIAL ACTIVITIES ATTRIBUTED TO ALL THREE GROUPS
As described in Note 3, page D-8, the Delhi Group's
portion of USX's financial activities attributed to all
groups based on their respective cash flows is as
follows:
Delhi Group Consolidated USX(a)
------------------- -------------------
(In millions) December 31 1993 1992 1993 1992
.........................................................................................................
Cash and cash equivalents $ 3.8 $ .1 $ 196 $ 8
.........................................................................................................
Notes payable $ -- $ .7 $ -- $ 45
Long-term debt due within one year (Note 5, page D-10) .6 5.1 31 311
Long-term debt (Note 5, page D-10) 109.0 92.5 5,683 5,761
-------- -------- ------- -------
Total liabilities $ 109.6 $ 98.3 $ 5,714 $ 6,117
.........................................................................................................
Preferred stock $ 2.5 $ 2.5 $ 105 $ 105
.........................................................................................................
(In millions) Delhi Group(b) Consolidated USX
.........................................................................................................
Net interest and other financial costs (Note 7, page D-10) $ (7.7) $ (2.1) $ (471) $ (458)
........................................................................................................
(a) For details of USX notes payable, long-term debt and
preferred stock, see Notes 13, page U-18; 14, page U-19;
and 19, page U-21, respectively, to the USX consolidated
financial statements.
(b) The Delhi Group's net interest and other financial costs
reflect weighted average effects of all financial
activities attributed to all three groups. The costs
reported for 1992 are for the period October 2, 1992, to
December 31, 1992.
D-9
175
5. LONG-TERM DEBT
The Delhi Group's portion of USX's consolidated long-term debt
is as follows:
Delhi Group Consolidated USX(a)
----------- ------------------
(In millions) December 31 1993 1992 1993 1992
.........................................................................................................
Debt attributed to all three groups(b) $ 111.1 $ 98.8 $ 5,790 $ 6,149
Less unamortized discount 1.5 1.2 76 77
Less amount due within one year .6 5.1 31 311
-------- -------- ------- -------
Total long-term debt attributed to all three groups $ 109.0 $ 92.5 $ 5,683 $ 5,761
.........................................................................................................
(a) See Note 14, page U-19, to the USX consolidated financial
statements for details of interest rates, maturities and
other terms of long-term debt.
(b) Most long-term debt activities of USX Corporation and its
wholly owned subsidiaries are attributed to all three
groups (in total, but not with respect to specific debt
issues) based on their respective cash flows (Notes 3,
page D-8; 4, page D-9; and 6, page D-10).
6. SUPPLEMENTAL CASH FLOW INFORMATION
(In millions) 1993 1992 1991
............................................................................................................
CASH (USED IN) OPERATING ACTIVITIES INCLUDED:
Interest and other financial costs paid $ (9.2) $ (3.5) $ (.5)
Income taxes paid including settlements with other groups (22.7) (12.3) (11.6)
............................................................................................................
USX DEBT ATTRIBUTED TO ALL THREE GROUPS -- NET:
Commercial paper:
Issued $ 2,229 $ 2,412 $ 3,956
Repayments (2,598) (2,160) (4,012)
Credit agreements:
Borrowings 1,782 6,684 5,717
Repayments (2,282) (7,484) (5,492)
Other credit arrangements -- net (45) (22) 7
Other debt:
Borrowings 791 742 851
Repayments (318) (381) (179)
----------- ---------- ----------
Total $ (441) $ (209) $ 848
=========== ========== ==========
Delhi Group activity (from October 2, 1992) $ 11 $ (17) $ --
Marathon Group activity 261 (410) 285
U. S. Steel Group activity (713) 218 563
----------- ---------- ----------
Total $ (441) $ (209) $ 848
............................................................................................................
NONCASH INVESTING AND FINANCING ACTIVITIES:
USX debt initially attributed to the Delhi Group $ -- $ 116.8 $ --
............................................................................................................
7. OTHER ITEMS
(In millions) 1993 1992 1991
............................................................................................................
COST OF SALES INLCUDED:
Gas purchases $ 398.7 $ 319.9 $ 283.9
Operating expenses 28.0 29.1 31.0
--------- --------- ---------
Total $ 426.7 $ 349.0 $ 314.9
............................................................................................................
OPERATING COSTS INLCUDED:
Maintenance and repairs of plant and equipment $ 10.2 $ 9.1 $ 11.1
............................................................................................................
OTHER INCOME (LOSS):
Gain on disposal of assets $ 2.9 (a) $ .6 $ .2
Income (loss) from affiliates -- equity method 1.0 1.1 (.2)
Impairment of equity investment (a) -- -- (18.7)
Other 1.3 -- --
--------- --------- ---------
Total $ 5.2 $ 1.7 $ (18.7)
............................................................................................................
INTEREST AND OTHER FINANCIAL COSTS(b):
Interest incurred $ (7.0) $ (1.9) $ (.5)
Expenses on sales of accounts receivable (Note 16, page D-14) (2.5) (2.3) (.1)
Amortization of discounts (.7) (.2) --
Other (.3) (.2) --
--------- --------- ---------
Total $ (10.5) $ (4.6) $ (.6)
............................................................................................................
(a) Gain includes the sale of Red River Pipeline partnership,
which had been written down in 1991.
(b) See Note 3, page D-8, for discussion of USX interest and
other financial costs attributable to the Delhi Group.
D-10
176
8. INTERGROUP TRANSACTIONS
SALES AND PURCHASES -- Delhi Group sales to the Marathon Group
totaled $4.3 million, $4.3 million and $4.9 million in 1993,
1992 and 1991, respectively. Delhi Group purchases from the
Marathon Group totaled $30.3 million, $31.2 million and $36.1
million in 1993, 1992 and 1991, respectively. These
transactions were conducted on an arm's-length basis. See Note
16, page D-14, for sales of Delhi Group receivables to the
Marathon Group.
PAYABLE TO THE U. S. STEEL GROUP -- These amounts represent
payables to the U. S. Steel Group for income taxes determined
in accordance with the tax allocation policy described in Note
3, page D-9. Tax settlements between the groups are generally
made in the year succeeding that in which such amounts are
accrued.
9. PENSIONS
The Delhi Group has a noncontributory defined benefit plans
covering all employees over 21 years of age who have one or
more years of continuous service. Benefits are based primarily
on years of service and compensation during the later years of
employment. The funding policy for the plan provides that
payments to the pension trust shall be equal to the minimum
funding requirements of ERISA plus such additional amounts as
may be approved from time to time. The plan also provides
benefits to certain employees of the Marathon Group which are
not part of the Delhi Group.
PENSION COST (CREDIT) -- The defined benefit cost was
determined assuming an expected long-term rate of return on
plan assets of 10% for 1993 and 11% for 1992 and 1991.
(In millions) 1993 1992 1991
............................................................................................................
Cost of benefits earned during the period $ 1.7 $ 1.3 $ 1.0
Interest cost on projected benefit
obligation (7% for 1993; 8% for 1992 and 1991) 2.6 2.6 2.5
Return on assets:
Actual return (2.0) (3.9) (8.1)
Deferred gain (loss) (.9) .6 4.6
Net amortization of unrecognized (gains) and losses .1 -- (.2)
--------- --------- ---------
Total periodic pension cost (credit) $ 1.5 $ .6 $ (.2)
............................................................................................................
FUNDS' STATUS -- The assumed discount rate used to measure the
benefit obligations was 6.5% and 7% at December 31, 1993, and
December 31, 1992, respectively. The assumed rate of future
increases in compensation levels was 4.5% and 5% at
December 31, 1993, and December 31, 1992, respectively.
(In millions) December 31 1993 1992
............................................................................................................
Reconciliation of funds' status to reported amounts:
Projected benefit obligation(a) $ (44.1) $ (38.0)
Plan assets at fair market value(b) 31.2 31.5
--------- ---------
Assets less than projected benefit obligation (12.9) (6.5)
Unrecognized net gain from transition to new
pension accounting standard (3.2) (3.5)
Unrecognized prior service cost 3.7 4.0
Unrecognized net loss 8.3 3.4
--------- ---------
Net pension liability included in balance sheet $ (4.1) $ (2.6)
............................................................................................................
(a) Projected benefit obligation includes:
Vested benefit obligation $ 30.2 $ 26.6
Accumulated benefit obligation 32.9 28.6
(b) Types of assets held:
Stocks of other corporations 71% 73%
U.S. Government securities 21% 21%
Corporate debt instruments and other 8% 6%
............................................................................................................
PENSION CURTAILMENTS -- In addition to the periodic pension
credit, a curtailment gain of $1.2 million resulted in 1991
from the reduction in plan participants due to terminations or
transfers to affiliated plans of employees which were not part
of the Delhi Group.
D-11
177
10. INCOME TAXES
Income tax provisions and related assets and liabilities
attributed to the Delhi Group are determined in accordance
with the USX group tax allocation policy (Note 3, page D-9).
In 1992, USX adopted Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes" (SFAS No.
109), which requires an asset and liability approach in
accounting for income taxes. Under this method, deferred income
tax assets and liabilities are established to reflect the
future tax consequences of carryforwards and differences
between the tax bases and financial bases of assets and
liabilities. The cumulative effect of the change in accounting
principle determined as of January 1, 1992, increased net
income $17.9 million.
Provisions (credits) for estimated income taxes:
1993 1992 1991(a)
---- ---- -------
(In millions) Current Deferred Total Current Deferred Total Current Deferred Total
.....................................................................................................
Federal $11.8 $4.8 $16.6 $11.3 $(1.1) $10.2 $11.3 $(7.2) $4.1
State and local 1.8 (0.3) 1.5 .8 .1 .9 .4 -- .4
----- ---- ----- ----- ----- ----- ----- ----- ----
Total $13.6 $4.5 $18.1 $12.1 $(1.0) $11.1 $11.7 $(7.2) $4.5
.....................................................................................................
(a) Computed in accordance with Accounting Principles Board
Opinion No. 11. The deferred tax benefit of $7.2 million
in 1991 was primarily the result of timing differences
related to the impairment of an investment.
Reconciliation of federal statutory tax rate (35% in
1993, and 34% in 1992 and 1991) to total provisions (credits):
(In millions) 1993 1992 1991
...........................................................................................................
Statutory rate applied to income before tax $ 10.6 $ 10.1 $ 4.0
Remeasurement of deferred income tax liabilities for
statutory rate increase as of January 1, 1993 4.1 -- --
State income taxes after federal income tax benefit 1.0 .6 .3
Sale of investment in subsidiary 2.3 -- --
Other .1 .4 .2
--------- --------- ---------
Total $ 18.1 $ 11.1 $ 4.5
...........................................................................................................
Deferred tax liabilities primarily relate to property, plant
and equipment:
(In millions) December 31 1993 1992
.............................................................................................................
Deferred tax assets $ 7.7 $ 8.6
Deferred tax liabilities 164.4 164.7
---------- ----------
Net deferred tax liabilities $ 156.7 $ 156.1
.............................................................................................................
The consolidated tax returns of USX for the years 1988
through 1991 are under various stages of audit and
administrative review by the IRS. USX believes it has made
adequate provision for income taxes and interest which may
become payable for years not yet settled.
11. TAXES OTHER THAN INCOME TAXES
(In millions) 1993 1992 1991
............................................................................................................
Property taxes $ 4.6 $ 3.7 $ 5.6
Payroll taxes 2.6 2.7 2.7
Other state, local and miscellaneous taxes .4 .8 1.0
-------- --------- ---------
Total $ 7.6 $ 7.2 $ 9.3
.............................................................................................................
D-12
178
12. LEASES
Future minimum commitments for operating leases having
remaining noncancelable lease terms in excess of one year are
as follows:
Operating
(In millions) Leases
..............................................................................................................
1994 $ 4.3
1995 3.5
1996 2.4
1997 1.7
1998 1.6
Later years 6.5
Sublease rentals (.1)
-------
Total minimum lease payments $ 19.9
..............................................................................................................
Operating lease rental expense:
(In millions) 1993 1992 1991
..............................................................................................................
Minimum rental $ 5.4 $ 8.0 $ 8.3
Contingent rental 1.7 2.0 1.8
---------- ---------- ----------
Rental expense $ 7.1 $ 10.0 $ 10.1
..............................................................................................................
The Delhi Group leases a wide variety of facilities and
equipment under operating leases, including building space,
office equipment and production equipment. Contingent rental
includes payments for the lease of a pipeline system owned by
an affiliate; payments to the lessor are based on the volume of
gas transported through the pipeline system less certain
operating expenses. Most long-term leases include renewal
options and, in certain leases, purchase options.
13. LONG-TERM RECEIVABLES AND OTHER INVESTMENTS
(In millions) December 31 1993 1992
..............................................................................................................
Receivables due after one year $ 1.4 $ 3.6
Equity method investments 13.2 13.5
Other .1 3.2
---------- ----------
Total $ 14.7 $ 20.3
..............................................................................................................
The following financial information summarizes the Delhi
Group's share in investments accounted for by the equity
method:
(In millions) 1993 1992 1991
..............................................................................................................
Income data -- year:
Sales $ 5.6 $ 6.1 $ 6.5
Operating income 1.9 2.2 2.0
Net income (loss) 1.0 1.1 (.2)
..............................................................................................................
Partnership distributions $ 1.3 $ .7 $ .5
..............................................................................................................
Balance sheet data -- December 31:
Current assets $ 3.0 $ 3.0
Noncurrent assets 16.6 18.6
Current liabilities 6.4 8.1
..............................................................................................................
14. INVENTORIES
(In millions) December 31 1993 1992
..............................................................................................................
Natural gas in storage $ 6.8 $ 6.0
NGLs in storage .4 .3
Materials and supplies 2.4 2.1
---------- ----------
Total $ 9.6 $ 8.4
..............................................................................................................
D-13
179
15. PROPERTY, PLANT AND EQUIPMENT
(In millions) December 31 1993 1992
.............................................................................................................
Gas gathering systems $ 869.3 $ 862.1
Gas processing plants 126.4 114.1
Other 17.6 15.8
---------- ----------
Total 1,013.3 992.0
Less accumulated depreciation, depletion and amortization 491.5 475.4
---------- ----------
Net $ 521.8 $ 516.6
.............................................................................................................
The Delhi Group leases the Shackelford gas gathering
system and an associated processing plant to a third party for
$.1 million per year. The leases continue until June 30, 1998,
and, if not terminated by either party, continue on a
year-to-year basis thereafter. The leased facilities had a net
book value of $4.1 million at December 31, 1993, which will be
fully depreciated by the end of the lease term.
16. SALES OF RECEIVABLES
Certain of the Delhi Group accounts receivables are sold in
combination with the Marathon Group receivables under a limited
recourse agreement. Payments are collected from the sold
accounts receivable; the collections are reinvested in new
accounts receivable for the buyers; and a yield, based on
short-term market rates, is transferred to the buyers.
Collections on sold accounts receivable will be forwarded to
the buyers at the end of the agreement in 1995, in the event of
earlier contract termination or if the Delhi Group does not
have a sufficient quantity of eligible accounts receivable to
reinvest in for the buyers. The balance of sold accounts
receivable averaged $69.1 million, $56.9 million and $55.4
million for the years 1993, 1992 and 1991, respectively. At
December 31, 1993, the balance of the Delhi Group's sold
accounts receivable that had not been collected was $73.6
million. A substantial portion of the Delhi Group's sales are
to local distribution companies and electric utilities. This
could impact the Delhi Group's overall exposure to credit risk
inasmuch as these customers could be affected by similar
economic or other conditions. The Delhi Group does not
generally require collateral for accounts receivable, but
significantly reduces credit risk through credit extension and
collection policies, which include analyzing the financial
condition of potential customers, establishing credit limits,
monitoring payments and aggressively pursuing delinquent
accounts. In the event of a change in control of USX, as
defined in the agreement, the Delhi Group may be required to
forward payments collected on sold Delhi Group accounts
receivable to the buyers.
D-14
180
17. EQUITY
(In millions) 1993 1992 1991
................................................................................................................
USX EQUITY INVESTMENT:
Balance at beginning of year $ -- $ 307.9 $ 397.5
Net income -- 33.4 7.2
Transactions with USX(a) -- (43.4) (96.8)
Elimination of USX investment(b) -- (297.9) --
-------- --------- ---------
Balance at end of year $ -- $ -- $ 307.9
................................................................................................................
PREFERRED STOCK:
Balance at beginning of year $ 2.5 $ -- $ --
Attribution of preferred stock -- 2.5 --
-------- --------- ---------
Balance at end of year $ 2.5 $ 2.5 $ --
................................................................................................................
COMMON STOCKHOLDERS' EQUITY (Note 3, page D-9):
Balance at beginning of year $ 193.6 $ -- $ --
Net income 12.2 3.1 --
Attribution of USX common stockholders' equity value(b) -- 191.3 --
Dividends on Delhi Stock
(per share: $.20 in 1993; and $.05 in 1992) (1.8) (.4) --
Dividends on preferred stock (.1) (.1) --
Payment attributed to Retained Interest (Note 3, page D-9) (1.0) (.3) --
Deferred compensation adjustments .1 -- --
-------- --------- ---------
Balance at end of year $ 203.0 $ 193.6 $ --
................................................................................................................
TOTAL STOCKHOLDERS' EQUITY $ 205.5 $ 196.1 $ 307.9
................................................................................................................
(a) Transactions with USX included cash management, intergroup
sales and purchases (Note 8, page D-11), settlement of
federal income taxes with USX (Note 3, page D-9) and
allocation of corporate general and administrative costs
(Note 3, page D-8). Cash management reflected net
distributions to USX of $65.5 million and $141.9 million
in 1992, and 1991, respectively.
(b) Pursuant to the USX Certificate of Incorporation and the
capital structure of the Delhi Group determined by the
Board of Directors, the USX equity investment in the Delhi
Group was eliminated on October 2, 1992, in conjunction
with the attribution of the Delhi Group's portion of USX's
financial activities attributed to all groups (Note 3,
page D-8) and the USX common stockholders' equity value,
attributed to the 14,000,000 shares of Delhi Stock deemed
to represent 100% of the initial common stockholders'
equity in the Delhi Group.
18. DIVIDENDS
In accordance with the USX Certificate of Incorporation,
dividends on the Delhi Stock, Marathon Stock and Steel Stock
are limited to the legally available funds of USX. Net losses
of the Delhi Group, the Marathon Group or the U. S. Steel
Group, as well as dividends or distributions on any class of
USX common stock or series of Preferred Stock and repurchases
of any class of USX common stock or certain series of Preferred
Stock, will reduce the funds of USX legally available for
payment of dividends on all classes of USX common stock.
Subject to this limitation, the Board of Directors intends to
declare and pay dividends on the Delhi Stock based on the
financial condition and results of operations of the Delhi
Group, although it has no obligation under Delaware Law to do
so. In making its dividend decisions with respect to Delhi
Stock, the Board of Directors considers among other things, the
long-term earnings and cash flow capabilities of the Delhi
Group as well as the dividend policies of similar publicly
traded companies.
Dividends on the Delhi Stock are further limited to the
Available Delhi Dividend Amount. At December 31, 1993, the
Available Delhi Dividend Amount was at least $125.2 million.
The Available Delhi Dividend Amount will be increased or
decreased, as appropriate, to reflect Delhi Net Income,
dividends, repurchases or issuances with respect to the Delhi
Stock and preferred stock attributed to the Delhi Group and
certain other items.
D-15
181
19. NET INCOME PER COMMON SHARE
The method of calculating net income (loss) per share for the
Delhi Stock, Marathon Stock and Steel Stock reflects the USX
Board of Director's intent that the separately reported
earnings and surplus of the Delhi Group, the Marathon Group and
the U. S. Steel Group, as determined consistent with the USX
Certificate of Incorporation, are available for payment of
dividends to the respective classes of stock, although legally
available funds and liquidation preferences of these classes of
stock do not necessarily correspond with these amounts.
Net income per share applicable to outstanding Delhi Stock
is presented for periods subsequent to the October 2, 1992,
initial issuance of Delhi Stock. (See Note 23, page D-18, for
pro forma income per common share.)
Primary net income per share is calculated by adjusting
net income for dividend requirements of preferred stock and
income applicable to the Retained Interest and is based on the
weighted average number of common shares outstanding plus
common stock equivalents, provided they are not antidilutive.
Common stock equivalents result from assumed exercise of stock
options and surrender of stock appreciation rights associated
with stock options, where applicable.
Fully diluted net income (loss) per share assumes exercise
of stock options and surrender of stock appreciation rights,
provided, in each case, the effect is not antidilutive.
20. STOCK PLANS AND STOCKHOLDER RIGHTS PLAN
USX Stock Plans and Stockholder Rights Plan are discussed in
Note 20, page U-22, and Note 24, page U-24, respectively, to
the USX consolidated financial statements.
21. FAIR VALUE OF FINANCIAL INSTRUMENTS
Fair value of the financial instruments disclosed herein is not
necessarily representative of the amount that could be realized
or settled, nor does the fair value amount consider the tax
consequences of realization or settlement. As described in
Note 3, page D-8, the Delhi Group's specifically attributed
financial instruments and the Delhi Group's portion of USX's
financial instruments attributed to all groups are as follows:
1993 1992
------------------- -------------------
Carrying Fair Carrying Fair
(In millions) December 31, Amount Value Amount Value
.............................................................................................................
FINANCIAL ASSETS:
Cash and cash equivalents $ 3.8 $ 3.8 $ .1 $ .1
Receivables 24.2 24.2 12.2 12.2
Long-term receivables and other investments 1.5 1.5 2.1 2.1
--------- -------- -------- --------
Total financial assets $ 29.5 $ 29.5 $ 14.4 $ 14.4
========= ======== ======== ========
FINANCIAL LIABILITIES:
Notes payable $ -- $ -- $ .7 $ .7
Accounts payable 88.9 88.9 80.4 80.4
Accrued interest 2.7 2.7 2.0 2.0
Long-term debt (including amounts due within one year) 109.6 112.6 97.6 98.9
--------- -------- -------- --------
Total financial liabilities $ 201.2 $ 204.2 $ 180.7 $ 182.0
.............................................................................................................
Fair value of financial instruments classified as current
assets or liabilities approximate carrying value due to the
short-term maturity of the instruments. Fair value of long-term
receivables and other investments was based on discounted cash
flows or other specific instrument analysis. Fair value of
long-term debt instruments was based on market prices where
available or current borrowing rates available for financings
with similar terms and maturities.
The Delhi Group's unrecognized financial instruments
consist of accounts receivables sold subject to limited
recourse. It is not practicable to estimate the fair value of
this form of financial instrument obligation. For details
relating to sales of receivables see Note 16, page D-14.
D-16
182
22. CONTINGENCIES
USX is the subject of, or a party to, a number of pending or
threatened legal actions, contingencies and commitments
relating to the Delhi Group involving a variety of matters,
including laws and regulations relating to the environment.
Certain of these matters are discussed below. The ultimate
resolution of these contingencies could, individually or in the
aggregate, be material to the Delhi Group financial statements.
However, management believes that USX will remain a viable and
competitive enterprise even though it is possible that these
contingencies could be resolved unfavorably to the Delhi Group.
SWEPCO litigation --
On January 26, 1994, a settlement agreement was executed
between Delhi and Southwestern Electric Power Company (SWEPCO),
resolving litigation which began in 1991 related to a 15-year
natural gas purchase contract (original contract) which was due
to expire in April 1995. The settlement agreement provides that
SWEPCO pay Delhi the price under the original contract through
January 1994. This included the release of $2.9 million to
Delhi which was previously deposited by SWEPCO to the custody
of the court in 1993. Concurrent with execution of the
settlement agreement, Delhi executed a new four-year agreement
with SWEPCO enabling Delhi to supply increased volumes of gas
to two SWEPCO power plants in East Texas at market sensitive
prices and premiums commensurate with the level of service
provided. The agreement provides for swing service and does not
require any minimum gas purchase volumes.
ENVIRONMENTAL MATTERS --
The Delhi Group is subject to federal, state and local
laws and regulations relating to the environment. These laws
generally provide for control of pollutants released into the
environment and require responsible parties to undertake
remediation of hazardous waste disposal sites. Penalties may be
imposed for noncompliance. Expenditures for remediation and
penalties have not been material.
For a number of years, the Delhi Group has made capital
expenditures to bring existing facilities into compliance with
various laws relating to the environment. In 1993 and 1992,
such capital expenditures totaled approximately $4.5 million
and $3.0 million, respectively. The Delhi Group anticipates
making additional such expenditures in the future; however, the
exact amounts and timing of such expenditures are uncertain
because of the continuing evolution of specific regulatory
requirements.
D-17
183
23. PRO FORMA INCOME PER COMMON SHARE (UNAUDITED)
Income per share data applicable to outstanding Delhi Stock is reported on a
pro forma basis for the years 1992 and 1991 to reflect the per share income as
if the capital structure of the Delhi Group was in effect beginning January 1,
1991. The capital structure of the Delhi Group as of June 30, 1992, was
determined by the Board of Directors pursuant to the USX Certificate of
Incorporation. Historical income before the cumulative effect of the change in
accounting principle was adjusted for the attribution of certain corporate
activities (Note 3, page D-8). The pro forma data are not necessarily
indicative of the results that would have occurred if the capital structure of
the Delhi Group was in effect for the periods indicated.
(In millions, except per share data) 1992 1991
...............................................................................................
Historical income before the cumulative effect of the change in
accounting principle $ 18.6 $ 7.2
Pro forma adjustments(a):
Net interest and other financial costs (7.3) (10.1)
Credit for estimated income taxes 2.5 3.9
-------- --------
Pro forma income before the cumulative effect of the change in
accounting principle $ 13.8 $ 1.0
Pro forma dividends on preferred stock(a) (.1) (.2)
Pro forma income applicable to Retained Interest(b) (4.9) (.3)
-------- --------
Pro forma income before the cumulative effect of the change in
accounting principle applicable to outstanding Delhi Stock $ 8.8 $ .5
Per share data:
Pro forma income before the cumulative effect of the change in
accounting principle applicable to outstanding Delhi Stock(c) $ .98 $ .06
Pro forma average number of shares, in thousands 9,000 9,000
...............................................................................................
(a) The adjustment for net interest and other financial costs
reflects the weighted average effects of all USX financial
activities assumed to be attributed to the Delhi Group for
the periods prior to October 2, 1992. The adjustment for
the provision for estimated income taxes reflects the
change in total income before taxes due to recognition of
these adjustments. The adjustment to dividends on preferred
stock reflects the assumed effects of attributed preferred
stock.
(b) Pro forma income applicable to Retained Interest represents
the pro forma income before the cumulative effect of the
change in accounting principle less dividends on preferred
stock, multiplied by the initial Retained Interest of
approximately 36% for each year presented.
(c) Pro forma income per share before the cumulative effect of
the change in accounting principle applicable to
outstanding Delhi Stock is calculated by dividing the pro
forma income before the cumulative effect of the change in
accounting principle applicable to outstanding Delhi Stock
by the pro forma average number of shares outstanding,
which assumes 9,000,000 shares initially sold were
outstanding for all periods.
Principal Unconsolidated Affiliates (Unaudited)
Company Country % Ownership(a) Activity
............................................................................................................
Laredo-Nueces Pipeline Company United States 50% Natural Gas Transmission
Ozark Gas Transmission System United States 25% Natural Gas Transmission
............................................................................................................
(a) Ownership interest as of December 31, 1993.
D-18
184
Selected Quarterly Financial Data (Unaudited)
1993 1992
(In millions except per share ----------------------------------------------- ----------------------------------------------
data) 4th Qtr. 3rd Qtr. 2nd Qtr. 1st Qtr. 4th Qtr. 3rd Qtr. 2nd Qtr. 1st Qtr.
....................................................................................................................................
Sales $ 143.5 $ 131.3 $ 129.0 $ 131.0 $ 136.9 $ 106.3 $ 99.7 $ 114.9
Operating income 5.9 7.8 4.8 17.1 7.4 7.8 4.3 13.1
Total income (loss) before
cumulative effect of
change in accounting
principle 2.1 (.7)(a) 2.1 8.7 3.1 4.7 2.4 8.4
Net income (loss) 2.1 (.7)(a) 2.1 8.7 3.1 4.7 2.4 26.3
....................................................................................................................................
DELHI STOCK DATA:
Total income (loss) before
cumulative effect of
change in accounting Pro forma(b)
principle applicable to --------------------------------
Delhi Stock $ 1.4 $ (.5) $ 1.3 $ 5.6 $ 2.0 $ 2.0 $ .5 $ 4.3
-- Per share: primary and
fully diluted .15 (.05) .15 .62 .22 .22 .05 .48
DIVIDENDS PAID .05 .05 .05 .05 .05
Price range of Delhi Stock(c):
-- Low 15 18-3/4 16-1/2 15-1/4 13-1/2
-- High 24 24-3/4 21-7/8 19-1/4 17-3/4
....................................................................................................................................
(a) Includes a $4.1 million unfavorable effect associated with an increase in
the federal income tax rate from 34% to 35%, reflecting remeasurement of
deferred income tax liabilities as of January 1, 1993.
(b) Total income (loss) before cumulative effect of change in accounting
principle applicable to outstanding Delhi Stock and related per share
amounts have been provided on a pro forma basis prior to the October 2,
1992, initial issuance of Delhi Stock. See Note 23, page D-18.
(c) Composite tape. Delhi Stock was issued on October 2, 1992.
D-19
185
Five-Year Operating Summary
1993 1992 1991 1990 1989
...................................................................................................................
SALES VOLUMES
Natural gas throughput (billions of cubic feet)
Natural gas sales 203.2 200.0 195.9 180.0 202.0
Transportation 117.6 103.4 81.0 99.3 106.7
------ ------ ------ ------ ------
Total systems throughput 320.8 303.4 276.9 279.3 308.7
Partnerships -- equity share(a) 6.5 10.2 14.5 19.9 26.7
------ ------ ------ ------ ------
Total throughput 327.3 313.6 291.4 299.2 335.4
------ ------ ------ ------ ------
Natural gas throughput (millions of cubic feet per day)
Natural gas sales 556.7 546.4 536.7 493.1 553.4
Transportation 322.1 282.6 221.9 272.1 292.3
------ ------ ------ ------ ------
Total systems throughput 878.8 829.0 758.6 765.2 845.7
Partnerships -- equity share(a) 17.9 27.8 39.7 54.5 73.2
------ ------ ------ ------ ------
Total throughput 896.7 856.8 798.3 819.7 918.9
NGL sales
Millions of gallons 282.0 261.4 214.7 144.4 127.7
Thousands of gallons per day 772.5 714.2 588.2 395.6 349.9
...................................................................................................................
GROSS UNIT MARGIN ($/mcf) $0.42 $0.44 $0.47 $0.43 $0.84(b)
...................................................................................................................
PIPELINE MILEAGE (including partnerships)
Arkansas 362 377 377 377 377
Colorado(c) -- 91 91 91 91
Kansas 164 164 164 164 184
Louisiana 141 141 142 140 140
Oklahoma 2,908 2,795 2,819 2,800 2,779
Texas(a) 4,544 4,811 4,764 4,739 4,869
------ ------ ------ ------ ------
Total 8,119 8,379 8,357 8,311 8,440
...................................................................................................................
OPERATING PLANTS -- YEAR-END
Gas processing 15 14 14 12 8
Sulfur 3 3 3 3 3
...................................................................................................................
DEDICATED GAS RESERVES -- YEAR-END (billions of cubic feet)
Beginning of year 1,652 1,643 1,680 1,699 2,124
Additions 382 273 255 212 208
Production (328) (307) (275) (280) (299)
Revisions/Asset Sales (43) 43 (17) 49 (334)
------ ------ ------ ------ ------
Total 1,663 1,652 1,643 1,680 1,699
...................................................................................................................
(a) In January 1993, the Delhi Group sold its 25% interest in
Red River Pipeline.
(b) Included the effect of a significant favorable settlement
of three lawsuits related to gas sales
contracts.
(c) In 1993, the Delhi Group sold all of its pipeline systems
located in Colorado.
D-20
186
THE DELHI GROUP
Management's Discussion and Analysis
The Delhi Group includes Delhi Gas Pipeline
Corporation ("DGP"), a wholly owned subsidiary of USX
Corporation ("USX"), and certain related companies which are
engaged in the purchasing, gathering, processing, transporting
and marketing of natural gas. Management's Discussion and
Analysis should be read in conjunction with the Delhi Group's
Financial Statements and Notes to Financial Statements. The
financial data presented for the periods prior to October 2,
1992, (with the exception of pro forma data) reflected the
combined historical financial position, results of operations
and cash flows for the businesses of the Delhi Group.
Beginning October 2, 1992, the financial statements of the
Delhi Group include the financial position, results of
operations and cash flows for the businesses of the Delhi
Group and the effects of the capital structure of the Delhi
Group which includes a portion of the corporate assets and
liabilities and related transactions which are not separately
identified with the ongoing operations of USX.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF INCOME
The following table provides a summary of the Delhi
Group's sales for each of the last three years:
(Dollars in millions) 1993 1992 1991
....................................................................................................
Gas Sales $447.9 $371.6 $346.4
Transportation 14.2 14.8 14.0
------ ------ ------
Total Systems 462.1 386.4 360.4
Gas Processing 72.6 70.4 61.1
Other .1 1.0 1.7
------ ------ ------
Total Sales $534.8 $457.8 $423.2
....................................................................................................
TOTAL SALES in 1993 increased by 17% from 1992,
mainly due to increased revenues from premium services and
higher average natural gas sales prices. Total sales revenues
in 1992 increased by 8% from 1991 primarily due to higher
average natural gas sales prices, increased systems throughput
volumes and increased gas processing revenues.
OPERATING INCOME for the Delhi Group was $35.6
million in 1993, $32.6 million in 1992 and $31.0 million in
1991. Operating income in 1993 included favorable effects of
$1.8 million for the reversal of a prior-period accrual
related to a natural gas contract settlement, $0.8 million
related to gas imbalance settlements and a net $0.6 million
for a refund of prior years' taxes other than income taxes.
Operating income in 1992 included favorable effects totaling
$1.5 million relating to the settlement of various lawsuits
and third-party disputes. Excluding the effects of these
items, 1993 operating income improved by $1.3 million,
primarily as a result of higher gas sales margins and lower
operating and other expenses, partially offset by a 34%
decline in gas processing margins from the sale of natural gas
liquids ("NGLs"). Depreciation, depletion and amortization of
$36.3 million in 1993 declined from 1992 mainly due to certain
assets becoming fully depreciated during the prior year.
Operating income in 1991 included $8.0 million for
favorable settlements of certain contractual issues.
Excluding the effects of the settlements in 1992 and 1991,
operating income in 1992 improved by $8.1 million, primarily
due to increased NGLs volumes from gas processing, higher
natural gas systems throughput volumes and lower operating and
other expenses. These favorable items were partially offset by
lower unit margins for NGLs, reflecting lower NGLs prices and
higher feedstock costs. (See "Management's Discussion and
Analysis of Operations" below for a further discussion of
operating income.)
D-21
187
Management's Discussion and Analysis CONTINUED
OTHER INCOME of $5.2 million in 1993 included the
favorable pretax effect of a $0.9 million accrual reversal
recognizing the expiration of certain obligations related to a
prior asset acquisition, and a pretax gain of $2.9 million
from disposal of assets. The disposal of assets included
pretax gains of $0.8 million on the sale of nonstrategic gas
gathering systems in Colorado and $1.6 million on the sale of
the Delhi Group's interest in a natural gas transmission
partnership. The 1993 U.S. income tax provision included a
$2.9 million unfavorable tax effect associated with the sale
of the transmission partnership interest, which resulted in a
$1.3 million net loss on the transaction. Other loss in 1991
reflected an $18.7 million impairment of the Delhi Group's
interest in the previously mentioned transmission partnership.
INTEREST AND OTHER FINANCIAL COSTS increased by $5.9
million in 1993 following a $4.0 million increase in 1992.
Interest and other financial costs of $10.5 million in 1993
included $7.7 million representing the Delhi Group's portion
of USX's financial activities attributable to all three groups
and $2.5 million related to the sale of the Delhi Group's
accounts receivables. Interest and other financial costs in
1992 included $2.3 million related to the sale of the Delhi
Group's accounts receivables, which began in December 1991,
and interest expense of $2.1 million representing the Delhi
Group's portion of USX's financial activities attributable to
all three groups for the period October 2, 1992, through
December 31, 1992.
THE PROVISION FOR ESTIMATED INCOME TAXES is based on
tax rates and amounts which recognize management's best
estimate of current and deferred tax assets and liabilities.
In addition to the previously mentioned $2.9 million
unfavorable tax effect associated with the sale of the Delhi
Group's interest in a natural gas transmission partnership,
the income tax provision for 1993 included a $4.1 million
charge associated with an increase in the federal income tax
rate from 34% to 35%, reflecting remeasurement of deferred
federal income tax liabilities as of January 1, 1993.
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE
in 1992 reflected the $17.9 million favorable cumulative
noncash effect, measured as of January 1, 1992, of adopting
Statement of Financial Accounting Standards No. 109--Accounting
for Income Taxes ("SFAS No. 109"), which requires an asset and
liability approach for measuring deferred income taxes.
NET INCOME was $12.2 million in 1993, $36.5 million
in 1992 and $7.2 million in 1991. Excluding the cumulative
effect of the adoption of SFAS No. 109, net income decreased
by $6.4 million in 1993 following an increase of $11.4 million
in 1992 from 1991. Net income presented for 1991, and for the
portion of 1992 relating to the period prior to October 2,
1992, reflected the historical income for the businesses of
the Delhi Group. Net income for these periods does not reflect
interest costs and related income tax amounts of the Delhi
Group as it was capitalized in accordance with the USX
Certificate of Incorporation effective October 2, 1992.
However, pro forma income before the cumulative effect of the
change in accounting principle of $13.8 million in 1992 and
$1.0 million in 1991 are presented as if the capital structure
of the Delhi Group was in effect beginning January 1, 1991.
(See Note 23 to the Delhi Group Financial Statements.)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
CURRENT ASSETS of $42.2 million at year-end 1993 were
$16.7 million higher than the year-end 1992 balance due
primarily to increases in receivables and in cash and cash
equivalents. The increase in receivables mainly reflected
increased natural gas sales in December 1993 as compared with
December 1992 and a delay in collection of amounts for gas
sold to Southwestern Electric Power Company ("SWEPCO"),
related to a natural gas contract dispute which was settled in
January 1994 (see Note 22 to the Delhi Group Financial
Statements, and Management's Discussion and Analysis of
Operations below). These items were partially offset by a
decline in NGLs sales in December 1993 as compared with
December 1992 and the sale of additional receivables of $3.5
million.
D-22
188
Management's Discussion and Analysis CONTINUED
CURRENT LIABILITIES were $102.4 million at year-end
1993, $7.3 million lower than at year-end 1992 due primarily
to lower accrued taxes reflecting higher estimated federal
income tax payments and a decline in the current portion of
USX's long-term debt attributed to the Delhi Group. These
items were partially offset by increased accounts payable
mainly resulting from higher gas purchase volumes and prices.
TOTAL LONG-TERM DEBT AND NOTES PAYABLE at December
31, 1993 was $109.6 million. The $11.3 million increase from
year-end 1992 was primarily due to capital expenditures,
dividend payments and an increase in cash and cash equivalents
from year-end 1992, partially offset by cash provided from
operating activities and disposal of assets. The amount of
total long-term debt, as well as the amount shown as notes
payable, represented the Delhi Group's portion of USX debt
attributed to all three groups. Virtually all of the debt is a
direct obligation of, or is guaranteed by, USX.
DEFERRED CREDITS AND OTHER LIABILITIES declined to
$9.5 million at year-end 1993, primarily reflecting the
amortization of income from reservation fees related to
certain natural gas contracts and the previously mentioned
reversal of an accrual related to a prior asset acquisition.
STOCKHOLDERS' EQUITY of $205.5 million at year-end
1993 increased $9.4 million from year-end 1992 mainly
reflecting the net income recorded during 1993, partially
offset by dividends paid.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF CASH FLOWS
NET CASH PROVIDED FROM OPERATING ACTIVITIES totaled
$33.2 million in 1993, down $42.6 million from 1992 primarily
reflecting the payment of income taxes (including settlements
with other groups) totaling $22.7 million in 1993 (of which
$8.5 million related to prior year federal taxes) versus $12.3
million in 1992, an increase in interest paid, a decline in
cash realized from the sale of receivables and the previously
mentioned delay in collection of receivables relating to a
natural gas contract dispute with SWEPCO. Cash provided from
operating activities in 1992 declined $40.4 million from 1991
due primarily to changes in cash realized from sold accounts
receivables.
CAPITAL EXPENDITURES of $42.6 million in 1993
increased by 60% from 1992 following a 43% increase in 1992
from 1991. Expenditures were primarily for the expansion of
existing systems and the acquisition of pipeline systems
enabling the Delhi Group to connect additional new dedicated
natural gas reserves. Additions to the Delhi Group's dedicated
gas reserves totaled 382 billion cubic feet ("bcf"), 273 bcf
and 255 bcf in 1993, 1992 and 1991, respectively. Expenditures
in all three years included amounts for improvements and
upgrades to existing facilities. Expenditures in 1993 included
amounts for a multi-pipeline interconnection and compression
project in the Carthage area of East Texas, the acquisition
and connection of a 65-mile gas gathering system in West Texas
and the purchase, connection and upgrade of a 30 million cubic
feet per day cryogenic gas processing facility near existing
systems in South Texas.
Capital expenditures in 1994 are expected to exceed
1993 levels as the Delhi Group continues to pursue
opportunities to connect dedicated gas reserves by the
expansion or acquisition of gas gathering, processing and
transmission assets, including those made available as a
result of current industry conditions and regulatory
initiatives.
CASH GENERATED FROM DISPOSAL OF ASSETS in 1993 was
$4.2 million, an increase of $3.3 million from 1992 and $3.9
million from 1991. The increases primarily reflected proceeds
in 1993 from the sale of the Delhi Group's interest in a
natural gas transmission partnership and from the sale of
nonstrategic gas gathering systems in Colorado.
D-23
189
Management's Discussion and Analysis CONTINUED
FINANCIAL OBLIGATIONS increased $10.6 million in
1993, primarily reflecting the Delhi Group's net cash flows
from operating activities, investment activities and dividends
paid during the period. These obligations consist of the Delhi
Group's portion of USX debt attributed to all three groups.
TRANSACTIONS WITH USX THROUGH OCTOBER 2, 1992, which
impacted 1992 and 1991, reflected centrally managed cash
transactions prior to formation of the Delhi Group.
DIVIDEND PAYMENTS of $1.9 million in 1993 included
the payment of four quarterly dividends compared with one
dividend payment in 1992, reflecting the formation of the
Delhi Group on October 2, 1992. The annualized rate of
dividends per share for the USX-Delhi Group Common Stock,
based on the most recently declared quarterly dividend, is
$.20.
In September 1993, Standard and Poor's Corporation
("S&P")lowered its ratings on USX's and Marathon's senior debt
to below investment grade (from BBB- to BB+) and on USX's
subordinated debt, preferred stock and commercial paper. S&P
cited extremely aggressive financial leverage, burdensome
retiree medical liabilities and litigation contingencies. In
October 1993, Moody's Investors Service, Inc. ("Moody's")
confirmed its Baa3 investment grade ratings on USX's and
Marathon's senior debt. Moody's also confirmed its ratings
on USX's subordinated debt and commercial paper, but
lowered its ratings on USX's preferred stock from ba1 to
ba2. Moody's noted that the rating confirmation on USX debt
securities reflected confidence in the expected performance
of USX during the intermediate term, while the downward
revision of the preferred stock ratings incorporated a
narrow fixed charge coverage going forward. The downgrades
by S&P and the downgrade of ratings on preferred stock by
Moody's could increase USX's cost of capital. Any related
increase in interest costs would be reflected in the
consolidated financial statements and the financial
statements of each group.
USX anticipates that the Delhi Group will resume cash
funding of its pension plan in amounts approximating $0.1
million for the 1993 plan year and $1 million for the 1994
plan year, with the funding for both plan years impacting cash
flows in 1994.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF ENVIRONMENTAL MATTERS, LITIGATION AND
CONTINGENCIES
The Delhi Group has incurred and will continue to
incur capital and operating and maintenance expenditures as a
result of environmental laws and regulations. To the extent
these expenditures, as with all costs, are not ultimately
reflected in the prices of the Delhi Group's products and
services, operating results will be adversely affected. The
Delhi Group believes that substantially all of its competitors
are subject to similar environmental laws and regulations.
However, the specific impact on each competitor may vary
depending on a number of factors, including the age and
location of their operating facilities and their production
processes.
The Delhi Group's environmental expenditures for 1993
and 1992 are discussed below and have been estimated based on
American Petroleum Institute ("API") survey guidelines. These
guidelines are subject to differing interpretations which
could affect the comparability of such data. Some
environmental related expenditures, while benefiting the
environment, also enhance operating efficiencies.
The Delhi Group's total environmental expenditures in
1993 were $9.8 million compared with $7.9 million in 1992.
These amounts consisted of capital expenditures of $4.5
million in 1993 and $3.0 million in 1992 and estimated
compliance expenditures (including operating and maintenance)
of $5.3 million in 1993 and $4.9 million in 1992. Compliance
expenditures were broadly estimated based on API survey
guidelines and represented 1% of the Delhi Group's total
operating costs in both 1993 and 1992. Remediation related
expenditures were not material.
D-24
190
Management's Discussion and Analysis CONTINUED
New or expanded requirements for environmental
regulations, which could increase the Delhi Group's
environmental costs, may arise in the future. USX intends to
comply with all legal requirements regarding the environment,
but since many of them are not fixed or presently determinable
(even under existing legislation) and may be affected by
future legislation, it is not possible to accurately predict
the ultimate cost of compliance, including remediation costs
which may be incurred and penalties which may be imposed.
However, based on presently available information, and
existing laws and regulations as currently implemented,
management does not anticipate that environmental compliance
expenditures will materially increase in 1994. The Delhi
Group's capital expenditures for environmental controls are
expected to be approximately $5 million in 1994. Predictions
beyond 1994 can only be broad-based estimates which have
varied, and will continue to vary, due to the ongoing
evolution of specific regulatory requirements, the possible
imposition of more stringent requirements and the availability
of new technologies, among other matters. Based upon currently
identified projects, the Delhi Group anticipates that
environmental capital expenditures in 1995 will remain at
about the same levels experienced in 1994; however, actual
expenditures may increase as additional projects are
identified or additional requirements are imposed.
USX is the subject of, or a party to, a number of
pending or threatened legal actions, contingencies and
commitments relating to the Delhi Group involving a variety of
matters, including laws and regulations relating to the
environment, certain of which are discussed in Note 22 to the
Delhi Group Financial Statements. The ultimate resolution of
these contingencies could, individually or in the aggregate,
be material to the Delhi Group financial statements. However,
management believes that USX will remain a viable and
competitive enterprise even though it is possible that these
contingencies could be resolved unfavorably to the Delhi
Group. (See USX Consolidated Management's Discussion and
Analysis of Cash Flows.)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS
The Delhi Group's operating results are affected by
fluctuations in natural gas prices and demand levels in the
markets that it serves. Natural gas prices were volatile in
1993 causing disruption of the Delhi Group's short term
interruptible ("spot") market program and gas processing
business. In addition, NGLs prices, which tend to follow
fluctuations in crude oil prices, declined significantly in
the last half of 1993. The Delhi Group intends to remain
competitive in this market environment by maximizing gas sales
to higher margin customers and maximizing its total systems
throughput by supplementing higher margin sales with gas sales
to industrial end users, spot market sales and transportation
revenues.
The Delhi Group can also be affected by changes in
the regulatory environment governing its businesses and the
businesses of its competitors. In April 1992, the Federal
Energy Regulatory Commission issued Order No. 636, ("the
Order") which makes significant changes to the structure of
the services provided by interstate natural gas pipelines. The
changes are intended to ensure that interstate pipeline
companies provide transportation service that is equal in
quality for all gas supplies, whether the customer purchases
the gas from the pipeline or from another supplier. The Delhi
Group is primarily an intrastate gas gatherer (as opposed to
an interstate pipeline company) and does not face significant
transition costs as a result of the Order. The Delhi Group
believes that the Order will provide opportunities to offer
its merchant gas services to existing customers of interstate
pipelines who are seeking an alternative gas supply source.
However, as the Order is implemented, any additional Delhi
Group gas sales resulting from the Order will be subject to
negotiation with the individual customers. The Delhi Group
cannot accurately determine the financial effect of such
opportunities on future operating results.
The Delhi Group's four largest customers accounted
for 45% and 39% of its total gross margin and 18% and 14% of
its total systems throughput in 1993 and 1992, respectively.
In the event that one or more of the Delhi Group's largest
customers reduce volumes taken under an existing contract or
chooses not to renew such contract, the Delhi Group would be
adversely affected to the extent it is unable to find
alternative customers to buy gas at the same level of
profitability.
D-25
191
Management's Discussion and Analysis CONTINUED
On January 26, 1994, a settlement agreement was
executed between DGP and SWEPCO, (one of the Delhi Group's
four largest customers) resolving litigation which began in
1991 related to a 15-year natural gas purchase contract
("original contract") which was due to expire in April 1995.
Sales under the original contract were at prices substantially
above spot prices and, as a result, this contract accounted
for more than 10% of Delhi's total gross margin in each of the
last three years. The settlement agreement provides that
SWEPCO will pay the Delhi Group the price under the original
contract through January 1994. Concurrent with the execution
of the settlement agreement, the Delhi Group executed a new
four-year agreement with SWEPCO enabling Delhi to supply
increased volumes of gas to two SWEPCO power plants in East
Texas at market sensitive prices and premiums commensurate
with the level of service provided. The agreement provides for
swing service and does not require any minimum gas purchase
volumes. The Delhi Group's operating income and cash flow
will be adversely affected by the amount of premiums lost
under the original contract for the period February 1, 1994,
through April 1, 1995. Broad estimates of the potential
premium losses are $18 million and $4 million in 1994 and
1995, respectively. SWEPCO has purchased gas under the new
agreement.
Operating income of $35.6 million in 1993 increased
by $3.0 million, or 9%, from 1992 following a $1.6 million, or
5%, increase in 1992 from 1991. The following is a discussion
of the Delhi Group's gross margin by principal service for
each of the last three years and an analysis of the reasons
for changes in such margins between years.
The gas sales margin and gas sales throughput for
each of the last three years were:
(Dollars in millions) 1993 1992 1991
............................................................................................
Gas sales margin $104.5 $ 96.1 $ 96.4
Less: Effect of certain contractual issues (2.6) (1.5) (8.0)
------ ------ ------
Margin (Excluding effect of
certain contractual issues) $101.9 $ 94.6 $ 88.4
------ ------ ------
------ ------ ------
Gas sales throughput (bcf) 203.2 200.0 195.9
...........................................................................................
Excluding the effects of the contractual issues,
described under Management's Discussion and Analysis of Income
above, gas sales margin increased by 8% in 1993 and 7% in 1992
from the respective prior years. The improvement in 1993
mainly reflected increased sales to higher margin customers.
Margins on spot sales were affected by fluctuations in natural
gas prices throughout most of 1993 although overall average
prices increased in 1993 from the prior year. The successful
dedicated natural gas reserve addition programs in 1993 and
1992 contributed to the increases in both sales and
transportation volumes for those years by making more natural
gas available. Natural gas sales unit margins in 1992
benefitted from a favorable change in premium sales mix.
Average natural gas sales prices trended downward over most of
1991 and 1992, but stabilized in mid-1992 and increased during
the last several months of 1992 contributing to improved 1992
gas sales unit margins from the prior year. Gas sales margins
in 1994 will be affected by factors relating to the natural
gas contract settlement with SWEPCO described above.
The transportation margin and throughput for each of
the last three years were:
1993 1992 1991
...........................................................................................
Transportation margin (millions) $ 14.2 $ 14.8 $ 14.0
Transportation throughput (bcf) 117.6 103.4 81.0
...........................................................................................
D-26
192
Management's Discussion and Analysis CONTINUED
Transportation margins declined by 4% to $14.2
million in 1993, following a 6% increase in 1992 from 1991.
Average throughput volumes increased in 1993 and 1992 from the
respective prior year periods, while average transportation
rates trended downward over those periods. The rate decline in
1993 more than offset the favorable effect of the increase in
throughput volumes for that year. The changes in
transportation volumes and rates during the three-years
reflected a strategy of offering producers transportation rate
incentives in order to increase the Delhi Group's dedicated
natural gas reserve base and the supply of processable gas to
its plants. The aggregation of transportation and processing
services increased the Delhi Group's overall gross margin,
although the transportation rate was lower than the normal
rate charged for transportation as a separate service.
The gas processing margin, NGLs sales volume and
NGLs sales price for each of the last three years were:
1993 1992 1991
..............................................................................................................
Gas processing margin (millions) $ 17.3 $ 26.1 $ 27.2
NGLs sales volume (millions of gallons) 282.0 261.4 214.7
NGLs sales price ($/Gallon) $ .26 $ .27 $ .28
..............................................................................................................
The 34% decline in gas processing margins in 1993
resulted from higher average feedstock costs stemming from
increased average natural gas prices, primarily in the first
nine months of 1993, and lower NGLs prices which trended
downward with crude oil prices in the last half of 1993. NGLs
volumes for 1993 increased by 8% from the prior year as the
Delhi Group continued to add dedicated natural gas reserves,
with the associated gas processing rights, to its systems.
However, fourth quarter 1993 NGLs volumes declined by 17% from
the third quarter of 1993 as the Delhi Group chose not to
fully process some gas due to the decline in NGLs prices. The
Delhi Group will continue to monitor the economics of removing
NGLs from the gas stream for processing on an ongoing basis to
determine the appropriate level of each gas plant's operation.
The Delhi Group anticipates that margins for gas processing
will continue to be depressed in the first quarter of 1994.
The gas processing margin declined by 4% in 1992 from
1991 reflecting lower average NGLs sales prices and higher
feedstock costs. These factors were partially offset by a 22%
increase in NGLs sales volumes due in part to the previously
mentioned increase in systems throughput, which resulted in
increased availability of gas for processing.
Operating expenses of $28.0 million in 1993 declined
by $1.1 million from 1992 due mainly to cost control
procedures. Operating expenses of $29.1 million in 1992
declined by $1.9 million from 1991 primarily due to cost
control procedures implemented during the year and reduced
maintenance and repair costs.
D-27
193
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information concerning the directors of USX required by this item is
incorporated by reference to the material appearing under the headings
"Election of Directors" in USX's Proxy Statement for the 1994 Annual Meeting of
Stockholders.
The executive officers of USX and their ages as of February 1, 1994
are as follows:
USX -- CORPORATE
Charles A. Corry . . . . . . . . 61 Chairman of the Board of Directors & Chief Executive Officer
Gretchen R. Haggerty . . . . . . 38 Vice President & Treasurer
Robert M. Hernandez . . . . . . . 49 Executive Vice President--Accounting & Finance & Chief Financial Officer
Lewis B. Jones . . . . . . . . . 50 Vice President & Comptroller
Dan D. Sandman . . . . . . . . . 45 General Counsel & Secretary
Louis A. Valli . . . . . . . . . 61 Senior Vice President--Employee Relations
USX -- MARATHON GROUP
Victor G. Beghini . . . . . . . 59 Vice Chairman--Marathon Group and President--Marathon Oil Company
J. Louis Frank . . . . . . . . . 57 Executive Vice President--Refining, Marketing & Transportation--Marathon
Oil Company
Carl P. Giardini . . . . . . . . 58 Executive Vice President--Exploration & Production--Marathon Oil Company
Jimmy D. Low . . . . . . . . . . 56 Senior Vice President--Finance & Accounting--Marathon Oil Company
William F. Madison . . . . . . . 51 Vice President--Administration & Services--Marathon Oil Company
William F. Schwind, Jr. . . . . . 49 General Counsel & Secretary--Marathon Oil Company
USX -- U. S. STEEL GROUP
Charles G. Carson, III . . . . . . 51 Vice President--Environmental Affairs
Ralph E. Fifield . . . . . . . . 48 Vice President--Operations
Charles C. Gedeon . . . . . . . . 53 Executive Vice President--Raw Materials & Diversified Businesses
Edward F. Guna . . . . . . . . . 45 Vice President--Accounting & Finance--U. S. Steel Group
Bruce A. Haines . . . . . . . . . 49 Vice President--Planning & Quality Assurance
Donald M. Laws . . . . . . . . . 58 General Counsel
Reuben L. Perin, Jr. . . . . . . 55 Executive Vice President--Commercial
Thomas W. Sterling, III . . . . . 46 Vice President--Employee Relations
Thomas J. Usher . . . . . . . . . 51 President--U. S. Steel Group
USX -- DELHI GROUP
Charles R. Evans . . . . . . . . 40 Vice President--Engineering & Project Development--Delhi Gas Pipeline
Corporation
Grover G. Gradick . . . . . . . . 48 Executive Vice President--Supply--Delhi Gas Pipeline Corporation
David A. Johnson . . . . . . . . 47 Senior Vice President--Sales, Transportation & Exchange--Delhi Gas Pipeline
Corporation
David M. Kihneman . . . . . . . . 45 President--Delhi Group and President--Delhi Gas Pipeline Corporation
Laurence K. Maguire . . . . . . . 50 Vice President--Finance & Administration--Delhi Gas Pipeline Corporation
Kenneth J. Orlowski . . . . . . . 44 Senior Vice President, General Counsel & Secretary--Delhi Gas Pipeline
Corporation
All of the executive officers have held responsible management or
professional positions with USX or its subsidiaries for more than the past five
years.
59
194
ITEM 11. MANAGEMENT REMUNERATION
Information required by this item is incorporated by reference to the
material appearing under the heading "Executive Compensation and Other
Information" in USX's Proxy Statement dated March 18, 1994, for the 1994 Annual
Meeting of Stockholders.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information required by this item is incorporated by reference to the
material appearing under the headings, "Security Ownership of Certain
Beneficial Owners" and "Security Ownership of Directors and Executive Officers"
in USX's Proxy Statement dated March 18, 1994, for the 1994 Annual Meeting of
Stockholders.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information required by this item is incorporated by reference to the
material appearing under the heading "Transactions" in USX's Proxy Statement
dated March 18, 1994, for the 1994 Annual Meeting of Stockholders.
60
195
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 and Management's
Discussion and Analysis of USX Consolidated on page U-1, of the
Marathon Group on Page M-1, of the U. S. Steel Group on page S-1 and
of the Delhi Group on Page D-1.
2. Financial Statement Schedules and Supplementary Data
Financial Statement Schedules --
For the Years Ended December 31, 1993, 1992 and 1991.
Page
V --Property, Plant and Equipment
USX Consolidated . . . . . . . . . . . . . . . . . . . . . . . 65
Marathon Group . . . . . . . . . . . . . . . . . . . . . . . . 68
U. S. Steel Group. . . . . . . . . . . . . . . . . . . . . . . 71
Delhi Group. . . . . . . . . . . . . . . . . . . . . . . . . . 74
VI --Accumulated Depreciation, Depletion and Amortization
of Property, Plant and Equipment
USX Consolidated . . . . . . . . . . . . . . . . . . . . . . . 65
Marathon Group . . . . . . . . . . . . . . . . . . . . . . . . 68
U. S. Steel Group. . . . . . . . . . . . . . . . . . . . . . . 71
Delhi Group. . . . . . . . . . . . . . . . . . . . . . . . . . 74
All other schedules are omitted because they are not
applicable or the required information is contained in the
applicable financial statements or notes thereto.
Supplementary Data --
Summarized Financial Information of Marathon Oil Company. . . . . . . . 77
B. REPORTS ON FORM 8-K
1.1 None
C. EXHIBITS
Exhibit No.
3. Articles of Incorporation and By-Laws
(a) USX's Restated Certificate of
Incorporation dated November 1, 1993 . . . . . . . . . . Incorporated by reference to Exhibit 3.1
to USX's Quarterly Report on Form 10-Q
for the Quarter Ended September 30, 1993.
61
196
(b) USX's By-Laws, effective
as of May 6, 1991 . . . . . . . . . . . . . . . . . . . . . . . . Incorporated by reference to Exhibit 3(c)
to USX's Quarterly Report on Form 10-Q for
the Quarter Ended March 31, 1991.
4. Instruments Defining the Rights of Security Holders,
Including Indentures
(a) $1.5 billion Credit Agreement dated as of
October 13, 1992 . . . . . . . . . . . . . . . . . . . . . . . . . Incorporated by reference to Exhibit 4(b)
to USX's Report on Form 10-Q for the period
ended September 30, 1992.
(b) $500 million Credit Agreement dated as
of October 13, 1992 . . . . . . . . . . . . . . . . . . . . . . . Incorporated by reference to Exhibit 4(c)
to USX's Report on Form 10-Q for the period
ended September 30, 1992.
(c) Amended and Restated Rights Agreement . . . . . . . . . . . . . . Incorporated by reference to Form 8
Amendment to Form 8-A filed on October 5,
1992.
(d) 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 instru-
ment to the Commission upon its request.
10. Material Contracts
(a) 1976 Stock Option Incentive Plan, As Amended
May 18, 1991 . . . . . . . . . . . . . . . . . . . . . . . . . . . Incorporated by reference to Exhibit 10(a)
to USX's Form 10-K for the year ended
December 31, 1991.
(b) 1986 Stock Option Incentive Plan, As Amended
May 28, 1991 . . . . . . . . . . . . . . . . . . . . . . . . . . . Incorporated by reference to Exhibit 10(b)
to USX's Form 10-K for the year ended
December 31, 1991.
(c) 1990 Stock Plan, As Amended May 28, 1991 . . . . . . . . . . . . . Incorporated by reference to Annex III of
USX's Proxy Statement dated April 13, 1992.
(d) USX Corporation Annual Incentive Compensation
Plan, As Amended March 26, 1991 . . . . . . . . . . . . . . . . . Incorporated by reference to Exhibit 10(d)
to USX's Form 10-K for the year ended
December 31, 1991.
62
197
(e) Annual Incentive Compensation Plan of
Marathon Oil Company . . . . . . . . . . . . . . . . . . . . . . . Incorporated by reference to Exhibit 10(f)
to USX's Form 10-K for the year ended
December 31, 1992.
(f) USX Corporation Executive Management
Supplemental Pension Program, As Amended
January 1, 1991 . . . . . . . . . . . . . . . . . . . . . . . . . Incorporated by reference to Exhibit 10(f)
to USX's Form 10-K for the year ended
December 31, 1991.
(g) USX Supplemental Thrift Program, As Amended
May 10, 1991 . . . . . . . . . . . . . . . . . . . . . . . . . . . Incorporated by reference to Exhibit 10(g)
to USX's Form 10-K for the year ended
December 31, 1991.
(h) Agreements Between the Corporation and
Various Officers . . . . . . . . . . . . . . . . . . . . . . . Incorporated by reference to Exhibit 10(g)
to USX's 1989 Report on Form 10-K.
12. Computation of Ratio of Earnings to Fixed Charges
and Ratio of Earnings to Combined Fixed Charges
and Preferred Stock Dividends
21. List of Significant Subsidiaries
23. Consent of Independent Accountants
63
198
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 March 14, 1994.
USX CORPORATION
By /s/ Lewis B. Jones
---------------------------------
LEWIS B. JONES
VICE PRESIDENT & COMPTROLLER
Signature Title
--------- -----
Chairman of the Board of Directors,
/s/ Charles A. Corry Chief Executive Officer and Director
- - ----------------------------------------------------
CHARLES A. CORRY
Executive Vice President Accounting & Finance
/s/ Robert M. Hernandez & Chief Financial Officer and Director
- - ----------------------------------------------------
ROBERT M. HERNANDEZ
/s/ Lewis B. Jones Vice President & Comptroller
- - ----------------------------------------------------
LEWIS B. JONES
/s/ Neil A. Armstrong Director
- - ----------------------------------------------------
NEIL A. ARMSTRONG
/s/ Victor G. Beghini Director
- - ----------------------------------------------------
VICTOR G. BEGHINI
/s/ Jeanette G. Brown Director
- - ----------------------------------------------------
JEANETTE G. BROWN
/s/ John H. Filer Director
- - ----------------------------------------------------
JOHN H. FILER
/s/ James A. D. Geier Director
- - ----------------------------------------------------
JAMES A. D. GEIER
/s/ Charles R. Lee Director
- - ----------------------------------------------------
CHARLES R. LEE
/s/ Paul E. Lego Director
- - ----------------------------------------------------
PAUL E. LEGO
/s/ John F. McGillicuddy Director
- - ----------------------------------------------------
JOHN F. MCGILLICUDDY
/s/ John M. Richman Director
- - ----------------------------------------------------
JOHN M. RICHMAN
/s/ David M. Roderick Director
- - ----------------------------------------------------
DAVID M. RODERICK
/s/ Thomas J. Usher Director
- - ----------------------------------------------------
THOMAS J. USHER
/s/ David R. Whitwam Director
- - ----------------------------------------------------
DAVID R. WHITWAM
/s/ Douglas C. Yearley Director
- - ----------------------------------------------------
DOUGLAS C. YEARLEY
64
199
USX CONSOLIDATED
SCHEDULE V--PROPERTY, PLANT AND EQUIPMENT
SCHEDULE VI--ACCUMULATED DEPRECIATION, DEPLETION,
AND AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT
(In millions)
-----------------------------------------------------------------------
Balance Balance
Year 1993 Dec. 31, 1992 Additions Deductions Dec. 31, 1993
--------- ------------- --------- ---------- -------------
Property, Plant and Equipment (at cost)
Marathon Group . . . . . . . . . . $15,730 $ 910 $ 749 $15,891
U. S. Steel Group . . . . . . . . . 8,842 198 403 8,637
Delhi Group . . . . . . . . . . . . 992 43 22 1,013
------- -------- ------- -------
Total . . . . . . . . . . . . . 25,564 1,151 (a) 1,174 25,541
------- -------- ------- -------
Accumulated Depreciation, Depletion
and Amortization
Marathon Group . . . . . . . . . . 7,297 723 557 7,463
U. S. Steel Group . . . . . . . . . 6,033 314 363 (b) 5,984
Delhi Group . . . . . . . . . . . . 475 36 20 491
------- -------- ------- -------
Total . . . . . . . . . . . . . 13,805 1,073 940 13,938
------- -------- ------- -------
Net . . . . . . . . . . . . . . $11,759 $ 78 $ 234 $11,603
======= ======== ======= =======
- - -----------------
(a) Reflects expenditures for many varied facilities, none of which is
in excess of 2% of total assets.
(b) Includes restructuring activities.
65
200
USX CONSOLIDATED
SCHEDULE V--PROPERTY, PLANT AND EQUIPMENT (CONT'D.)
SCHEDULE VI--ACCUMULATED DEPRECIATION, DEPLETION,
AND AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT (CONT'D.)
(In millions)
-----------------------------------------------------------------------------------
Balance Balance
Year 1992 Dec. 31, 1991 Additions Other (b) Deductions (c) Dec. 31, 1992
--------- ------------- --------- ----- ---------- -------------
Property, Plant and Equipment (at cost)
Marathon Group . . . . . . . . . . $ 16,056 $ 1,195 $ (985) $ 536 $15,730
U. S. Steel Group . . . . . . . . . 8,656 318 -- 132 8,842
Delhi Group . . . . . . . . . . . . 972 27 -- 7 992
Corporate (adjustments and
eliminations)(b) . . . . . . . . (972) (13) 985 -- --
-------- ------- -------- ------- --------
Total . . . . . . . . . . . . . 24,712 1,527 (a) -- 675 25,564
-------- ------- -------- ------- -------
Accumulated Depreciation, Depletion
and Amortization
Marathon Group . . . . . . . . . . 7,260 787 (471) 279 7,297
U. S. Steel Group . . . . . . . . . 5,859 288 -- 114 6,033
Delhi Group . . . . . . . . . . . . 441 40 -- 6 475
Corporate (adjustments and
eliminations)(b) . . . . . . . . (441) (30) 471 -- --
-------- -------- -------- ------- --------
Total . . . . . . . . . . . 13,119 1,085 -- 399 13,805
-------- -------- -------- ------- -------
Net . . . . . . . . . . . . $ 11,593 $ 442 $ -- $ 276 $11,759
======== ======== ======== ======= =======
- - -----------------
(a) Reflects expenditures for many varied facilities, none of which is
in excess of 2% of total assets.
(b) Comprehends elimination of assets for businesses included in the
Delhi Group which were also included in the Marathon Group prior to
October 2, 1992.
(c) Includes restructuring activities.
66
201
USX CONSOLIDATED
SCHEDULE V--PROPERTY, PLANT AND EQUIPMENT (CONT'D.)
SCHEDULE VI--ACCUMULATED DEPRECIATION, DEPLETION,
AND AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT (CONT'D.)
(In millions)
-----------------------------------------------------------------------
Balance Balance
Year 1991 Dec. 31, 1990 Additions Deductions (b) Dec. 31, 1991
--------- ------------- --------- ---------- -------------
Property, Plant and Equipment (at cost)
Marathon Group . . . . . . . . . . $15,450 $ 960 $ 354 $16,056
U. S. Steel Group . . . . . . . . . 8,343 433 120 8,656
------- -------- ------- -------
Total . . . . . . . . . . . . . . 23,793 1,393 (a) 474 24,712
------- -------- ------- -------
Accumulated Depreciation, Depletion
and Amortization
Marathon Group . . . . . . . . . 6,614 870 224 7,260
U. S. Steel Group . . . . . . . . 5,595 254 (10) 5,859
------- -------- ------- -------
Total . . . . . . . . . . . . . 12,209 1,124 214 13,119
------- -------- ------- -------
Net . . . . . . . . . . . . . . $11,584 $ 269 $ 260 $11,593
======= ======== ======= =======
- - -----------------
(a) Reflects expenditures for many varied facilities, none of which is
in excess of 2% of total assets.
(b) Includes restructuring activities.
67
202
MARATHON GROUP
SCHEDULE V--PROPERTY, PLANT AND EQUIPMENT
SCHEDULE VI--ACCUMULATED DEPRECIATION, DEPLETION,
AND AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT
(In millions)
-----------------------------------------------------------------------
Balance Balance
Year 1993 Dec. 31, 1992 Additions Deductions Dec. 31, 1993
--------- ------------- --------- ---------- -------------
Property, Plant and Equipment (at cost)
Exploration and Production . . . . $12,602 $ 674 $ 617 $12,659
Refining . . . . . . . . . . . . . 1,291 136 -- 1,427
Marketing . . . . . . . . . . . . . 1,278 67 29 1,316
Transportation . . . . . . . . . . 345 10 78 277
Other . . . . . . . . . . . . . . 214 23 25 212
------- -------- ------- -------
Total . . . . . . . . . . . . . . 15,730 910 (a) 749 15,891
------- -------- ------- -------
Accumulated Depreciation, Depletion
and Amortization
Exploration and Production . . . 6,192 534 517 6,209
Refining . . . . . . . . . . . . 391 95 1 485
Marketing . . . . . . . . . . . . 512 68 23 557
Transportation . . . . . . . . . 98 15 11 102
Other . . . . . . . . . . . . . . 104 11 5 110
------- -------- ------- -------
Total . . . . . . . . . . . . . 7,297 723 557 7,463
------- -------- ------- -------
Net . . . . . . . . . . . . . . $ 8,433 $ 187 $ 192 $ 8,428
======= ======== ======= =======
- - -----------------
(a) Reflects expenditures for many varied facilities, none of which is in
excess of 2% of total assets.
68
203
MARATHON GROUP
SCHEDULE V--PROPERTY, PLANT AND EQUIPMENT (CONT'D.)
SCHEDULE VI--ACCUMULATED DEPRECIATION, DEPLETION,
AND AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT (CONT'D.)
(In millions)
---------------------------------------------------------------------------------
Balance Balance
Year 1992 Dec. 31, 1991 Additions Other (b) Deductions (c) Dec. 31, 1992
--------- ------------- --------- ----- ---------- -------------
Property, Plant and Equipment (at cost)
Exploration and Production . . . . $ 12,294 $ 751 $ -- $ 443 $12,602
Refining . . . . . . . . . . . . . 963 303 -- (25) 1,291
Marketing . . . . . . . . . . . . . 1,132 66 -- (80) 1,278
Transportation . . . . . . . . . . 307 36 -- (2) 345
Gas gathering and processing . . . 1,098 13 (985) 126 --
Other . . . . . . . . . . . . . . 262 26 -- 74 214
-------- -------- -------- ------- -------
Total . . . . . . . . . . . . . 16,056 1,195 (a) (985) 536 15,730
-------- -------- -------- ------- -------
Accumulated Depreciation, Depletion
and Amortization
Exploration and Production . . . . 5,787 610 -- 205 6,192
Refining . . . . . . . . . . . . . 335 51 -- (5) 391
Marketing . . . . . . . . . . . . . 396 73 -- (43) 512
Transportation . . . . . . . . . . 88 11 -- 1 98
Gas gathering and processing . . . 505 29 (471) 63 --
Other . . . . . . . . . . . . . . 149 13 -- 58 104
-------- -------- -------- ------- -------
Total . . . . . . . . . . . . . 7,260 787 (471) 279 7,297
-------- -------- -------- ------- -------
Net . . . . . . . . . . . . . . $ 8,796 $ 408 $ (514) $ 257 $ 8,433
======== ======== ======== ======= =======
- - -----------------
(a) Reflects expenditures for many varied facilities, none of which
is in excess of 2% of total assets.
(b) Comprehends elimination of assets for businesses included in the
Delhi Group beginning October 2, 1992.
(c) Includes restructuring activities.
69
204
MARATHON GROUP
SCHEDULE V--PROPERTY, PLANT AND EQUIPMENT (CONT'D.)
SCHEDULE VI--ACCUMULATED DEPRECIATION, DEPLETION,
AND AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT (CONT'D.)
(In millions)
-----------------------------------------------------------------------
Balance Balance
Year 1991 Dec. 31, 1990 Additions Deductions Dec. 31, 1991
--------- ------------- --------- ---------- -------------
Property, Plant and Equipment (at cost)
Exploration and Production . . . . $11,967 $ 704 $ 377 $12,294
Refining . . . . . . . . . . . . . 848 127 12 963
Marketing . . . . . . . . . . . . . 1,062 76 6 1,132
Transportation . . . . . . . . . . 249 19 (39) 307
Gas gathering and processing . . . 1,082 22 6 1,098
Other . . . . . . . . . . . . . . 242 12 (8) 262
------- -------- ------- -------
Total . . . . . . . . . . . . . . 15,450 960 (a) 354 16,056
------- -------- ------- -------
Accumulated Depreciation, Depletion
and Amortization
Exploration and Production . . . 5,333 696 242 5,787
Refining . . . . . . . . . . . . 299 44 8 335
Marketing . . . . . . . . . . . . 344 67 15 396
Transportation . . . . . . . . . 74 11 (3) 88
Gas gathering and processing . . 450 44 (11) 505
Other . . . . . . . . . . . . . . 114 8 (27) 149
------- -------- ------- -------
Total . . . . . . . . . . . . . 6,614 870 224 7,260
------- -------- ------- -------
Net . . . . . . . . . . . . . . $ 8,836 $ 90 $ 130 $ 8,796
======= ======== ======= =======
- - -----------------
(a) Reflects expenditures for many varied facilities, none of which is in
excess of 2% of total assets.
70
205
U. S. STEEL GROUP
SCHEDULE V--PROPERTY, PLANT AND EQUIPMENT
SCHEDULE VI--ACCUMULATED DEPRECIATION, DEPLETION,
AND AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT
(In millions)
--------------------------------------------------------------
Balance Balance
Year 1993 Dec. 31, 1992 Additions Deductions Dec. 31, 1993
--------- ------------- --------- ---------- -------------
Property, Plant and Equipment (at cost)
Land and Depletable Property . . . . $ 159 $ 8 $ 13 $ 154
Buildings . . . . . . . . . . . . . . 536 16 31 521
Machinery and Equipment . . . . . . . 8,021 174 350 7,845
Leased Assets . . . . . . . . . . . . 126 -- 9 117
-------- -------- -------- --------
Total . . . . . . . . . . . 8,842 198 (a) 403 8,637
-------- -------- -------- --------
Accumulated Depreciation, Depletion
and Amortization
Land and Depletable Property . . . . 8 2 1 9
Buildings . . . . . . . . . . . . . . 368 11 30 349
Machinery and Equipment . . . . . . . 5,620 292 327 5,585
Leased Assets . . . . . . . . . . . . 37 9 5 41
-------- -------- -------- --------
Total . . . . . . . . . . . 6,033 314 363(b) 5,984
-------- -------- -------- --------
Net . . . . . . . . . . . . $ 2,809 $ (116) $ 40 $ 2,653
======== ======== ======== ========
- - -----------------
(a) Reflects expenditures for many varied facilities, none of which is in
excess of 2% of total assets.
(b) Including restructuring activities.
71
206
U. S. STEEL GROUP
SCHEDULE V--PROPERTY, PLANT AND EQUIPMENT (CONT'D.)
SCHEDULE VI--ACCUMULATED DEPRECIATION, DEPLETION,
AND AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT (CONT'D)
(In millions)
--------------------------------------------------------------
Balance Balance
Year 1992 Dec. 31, 1991 Additions Deductions Dec. 31, 1992
--------- ------------- --------- ---------- -------------
Property, Plant and Equipment (at cost)
Land and Depletable Property . . . . $ 157 $ 8 $ 6 $ 159
Buildings . . . . . . . . . . . . . . 544 9 17 536
Machinery and Equipment . . . . . . . 7,840 281 100 8,021
Leased Assets . . . . . . . . . . . . 115 20 9 126
-------- -------- -------- --------
Total . . . . . . . . . . . 8,656 318 (a) 132 8,842
-------- -------- -------- --------
Accumulated Depreciation, Depletion
and Amortization
Land and Depletable Property . . . . 7 1 -- 8
Buildings . . . . . . . . . . . . . . 363 11 6 368
Machinery and Equipment . . . . . . . 5,454 267 101 5,620
Leased Assets . . . . . . . . . . . . 35 9 7 37
-------- -------- -------- --------
Total . . . . . . . . . . . 5,859 288 114 6,033
-------- -------- -------- --------
Net . . . . . . . . . . . . $ 2,797 $ 30 $ 18 $ 2,809
======== ======== ======== ========
- - -----------------
(a) Reflects expenditures for many varied facilities, none of which is in
excess of 2% of total assets.
72
207
U. S. STEEL GROUP
SCHEDULE V--PROPERTY, PLANT AND EQUIPMENT (CONT'D.)
SCHEDULE VI--ACCUMULATED DEPRECIATION, DEPLETION,
AND AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT (CONT'D.)
(In millions)
--------------------------------------------------------------
Balance Balance
Year 1991 Dec. 31, 1990 Additions Deductions (b) Dec. 31, 1991
--------- ------------- --------- ---------- -------------
Property, Plant and Equipment (at cost)
Land and Depletable Property . . . . $ 144 $ 10 $ (3) $ 157
Buildings . . . . . . . . . . . . . . 536 11 3 544
Machinery and Equipment . . . . . . . 7,547 412 119 7,840
Leased Assets . . . . . . . . . . . . 116 -- 1 115
------- ------- ------- -------
Total . . . . . . . . . . . 8,343 433 (a) 120 8,656
------- ------- ------- -------
Accumulated Depreciation, Depletion
and Amortization
Land and Depletable Property . . . . 6 1 -- 7
Buildings . . . . . . . . . . . . . . 344 10 (9) 363
Machinery and Equipment . . . . . . . 5,216 236 (2) 5,454
Leased Assets . . . . . . . . . . . . 29 7 1 35
------- ------- ------- -------
Total . . . . . . . . . . . 5,595 254 (10) 5,859
------- ------- ------- -------
Net . . . . . . . . . . . . $ 2,748 $ 179 $ 130 $ 2,797
======= ======= ======= =======
- - -----------------
(a) Reflects expenditures for many varied facilities, none of which is in
excess of 2% of total assets.
(b) Includes restructuring activities.
73
208
DELHI GROUP
SCHEDULE V--PROPERTY, PLANT AND EQUIPMENT
SCHEDULE VI--ACCUMULATED DEPRECIATION, DEPLETION,
AND AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT
(In millions)
--------------------------------------------------------------
Balance Balance
Year 1993 Dec. 31, 1992 Additions Deductions Dec. 31, 1993
--------- ------------- --------- ---------- -------------
Property, Plant and Equipment (at cost)
Gas gathering systems . . . . . $ 862.1 $ 29.0 $ 21.8 $ 869.3
Gas processing plants . . . . . 114.1 11.9 (0.4) 126.4
Other . . . . . . . . . . . . . 15.8 1.7 (0.1) 17.6
-------- -------- -------- --------
Total . . . . . . . . . . . 992.0 42.6(a) 21.3 1,013.3
======== ======== ======== ========
Accumulated Depreciation, Depletion
and Amortization
Gas gathering systems . . . . . 404.5 31.6 19.5 416.6
Gas processing plants . . . . . 59.4 3.6 0.6 62.4
Other . . . . . . . . . . . . . 11.5 1.1 0.1 12.5
-------- -------- -------- --------
Total . . . . . . . . . . . 475.4 36.3 20.2 491.5
------- ------- -------- -------
Net . . . . . . . . . . . . $ 516.6 $ 6.3 $ 1.1 $ 521.8
======== ======= ======= =======
- - -----------------
(a) Reflects expenditures for many varied facilities, none of which is in
excess of 2% of total assets.
74
209
DELHI GROUP
SCHEDULE V--PROPERTY, PLANT AND EQUIPMENT (CONT'D.)
SCHEDULE VI--ACCUMULATED DEPRECIATION, DEPLETION,
AND AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT (CONT'D.)
(In millions) (a)
--------------------------------------------------------------
Balance Balance
Year 1992 Dec. 31, 1991 Additions Deductions Dec. 31, 1992
--------- ------------- --------- ---------- -------------
Property, Plant and Equipment (at cost)
Gas gathering systems . . . . . $848.1 $ 22.1 $ 8.1 $862.1
Gas processing plants . . . . . 110.0 3.1 (1.0) 114.1
Other . . . . . . . . . . . . . 13.9 1.4 (0.5) 15.8
------ ------ ------ ------
Total . . . . . . . . . . . 972.0 26.6 (b) 6.6 992.0
====== ====== ====== ======
Accumulated Depreciation, Depletion
and Amortization
Gas gathering systems . . . . . 375.2 36.0 6.7 404.5
Gas processing plants . . . . . 56.2 3.2 -- 59.4
Other . . . . . . . . . . . . . 10.0 1.0 (0.5) 11.5
------ ------ ------ ------
Total . . . . . . . . . . . 441.4 40.2 6.2 475.4
------ ------ ------ ------
Net . . . . . . . . . . . . $530.6 $(13.6) $ 0.4 $516.6
====== ====== ======= ======
- - -----------------
(a) Data for periods prior to October 2, 1992, were included in the Marathon
Group.
(b) Reflects expenditures for many varied facilities, none of which is
in excess of 2% of total assets.
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210
DELHI GROUP
SCHEDULE V--PROPERTY, PLANT AND EQUIPMENT (CONT'D.)
SCHEDULE VI--ACCUMULATED DEPRECIATION, DEPLETION,
AND AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT (CONT'D.)
(In millions)
-------------------------------------------------------------------
Balance Balance
Year 1991 Dec. 31, 1990 Additions Deductions Dec. 31, 1991
--------- ------------- --------- ---------- -------------
Property, Plant and Equipment (at cost)
Gas gathering systems . . . . . $835.4 $ 16.2 $ 3.5 $848.1
Gas processing plants . . . . . 109.1 1.6 0.7 110.0
Other . . . . . . . . . . . . . 13.7 0.8 0.6 13.9
------ ------ ------ ------
Total . . . . . . . . . . . 958.2 18.6 (b) 4.8 972.0
------ ------ ------ ------
Accumulated Depreciation, Depletion
and Amortization
Gas gathering systems . . . . . 343.5 35.0 3.3 375.2
Gas processing plants . . . . . 53.6 2.9 0.3 56.2
Other . . . . . . . . . . . . . 9.9 0.8 0.7 10.0
------ ------ ------ ------
Total . . . . . . . . . . . 407.0 38.7 4.3 441.4
------ ------ ------ ------
Net . . . . . . . . . . . . $551.2 $(20.1) $ 0.5 $530.6
====== ====== ====== ======
- - -----------------
(a) Data were included in the Marathon Group.
(b) Reflects expenditures for many varied facilities, none of which is in
excess of 2% of total assets.
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211
SUPPLEMENTARY DATA
SUMMARIZED FINANCIAL INFORMATION OF MARATHON OIL COMPANY
- - -----------------------------------------------------------------------------
Summarized financial information of Marathon Oil Company, a wholly owned
subsidiary of USX Corporation, is presented below.
(In millions)
Year Ended December 31
----------------------
1993 1992 1991
---- ---- ----
INCOME DATA:
Net sales . . . . . . . . . . . . . . . . . . . . $11,851 $12,365 $13,478
Operating income . . . . . . . . . . . . . . . . 192 315 400
Total income (loss) before cumulative
effect of changes in accounting principles . (59) 46 (70)
Net loss . . . . . . . . . . . . . . . . . . . . (82) (259) (70)
December 31
-----------
1993 1992
---- ----
BALANCE SHEET DATA:
Assets:
Current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,985 $ 2,147
Noncurrent assets . . . . . . . . . . . . . . . . . . . . . . . . . . 9,015 9,005
-------- --------
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . $ 11,000 $ 11,152
======== ========
Liabilities and stockholder's equity:
Current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,580 $ 2,027
Noncurrent liabilities . . . . . . . . . . . . . . . . . . . . . . . 8,312 7,934
Stockholder's equity . . . . . . . . . . . . . . . . . . . . . . . . 1,108 1,191
-------- --------
Total liabilities and stockholder's equity . . . . . . . . . . . $ 11,000 $ 11,152
======== ========
77