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FORM 10-K 1996
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1996
OR
[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _________
Commission file number 1-5153
USX CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 25-0996816
(State of Incorporation) (I.R.S. Employer
Identification No.)
600 Grant Street, Pittsburgh, PA 15219-4776
(Address of principal executive offices)
Tel. No. (412) 433-1121
Securities registered pursuant to Section 12 (b) of the Act:*
=====================================================================================================
Title of Each Class
- -----------------------------------------------------------------------------------------------------
USX-Marathon Group 6-3/4% Exchangeable Notes Due 2000
Common Stock, par value $1.00 Zero Coupon Convertible Senior Debentures
USX-U. S. Steel Group Due 2005
Common Stock, par value $1.00 7% Convertible Subordinated Debentures Due 2017
USX-Delhi Group 5-3/4% Convertible Subordinated Debentures
Common Stock, par value $1.00 Due 2001
6.50% Cumulative Convertible Preferred 8-7/8% Notes Due 1997
(Liquidation Preference $50.00 per share) 8-3/4% Cumulative Monthly Income Preferred Shares,
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 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 ((S)229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [ ]
Aggregate market value of Common Stock held by non-affiliates as of January 31,
1997: $10.5 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 287,601,839 shares of USX-Marathon Group Common Stock, 84,922,872
shares of USX-U. S. Steel Group Common Stock and 9,448,269 shares of USX-Delhi
Group Common Stock outstanding as of January 31, 1997.
Documents Incorporated By Reference:
Proxy Statement dated March 10, 1997 is incorporated in Part III.
Proxy Statement dated April 13, 1992 is incorporated in Part IV.
- --------------------
* These securities are listed on the New York Stock Exchange. In addition,
the Common Stocks are traded on The Chicago Stock Exchange and the Pacific
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.
INDEX
PART I
NOTE ON PRESENTATION................................ 2
Item 1. BUSINESS
USX CORPORATION................................... 3
MARATHON GROUP.................................... 5
U. S. STEEL GROUP................................. 24
DELHI GROUP....................................... 34
Item 2. PROPERTIES........................................... 43
Item 3. LEGAL PROCEEDINGS
MARATHON GROUP.................................... 43
U. S. STEEL GROUP................................. 45
DELHI GROUP....................................... 50
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.. 50
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS............................... 51
Item 6. SELECTED FINANCIAL DATA
USX CONSOLIDATED.................................. 53
MARATHON GROUP.................................... 55
U. S. STEEL GROUP................................. 56
DELHI GROUP....................................... 57
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
USX CONSOLIDATED.................................. U-38
MARATHON GROUP.................................... M-23
U. S. STEEL GROUP................................. S-24
DELHI GROUP....................................... D-20
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................ 58
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
GLOSSARY OF CERTAIN DEFINED TERMS............................................ 65
SUPPLEMENTARY DATA
SUMMARIZED FINANCIAL INFORMATION OF MARATHON OIL COMPANY................... 67
1
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"),
or the three classes collectively, the ("Common Stock"). Each class of Common
Stock is intended to provide stockholders of that class with a separate security
reflecting the performance of the related group.
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. In addition, net losses of
any group, as well as dividends and distributions on any class of USX common
stock or series of preferred stock and repurchases of any class of USX common
stock or series of preferred stock at prices in excess of par or stated value,
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, 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."
For a Glossary of Certain Defined Terms used in this document, see page 65.
FORWARD-LOOKING STATEMENTS
Certain sections of Form 10-K, particularly Management's Discussion and
Analysis, Item 1. Business and, for the Marathon and U. S. Steel Groups, Item 3.
Legal proceedings, include forward-looking statements concerning trends or
events potentially affecting USX. These statements typically contain words such
as "anticipates", "believes", "estimates", "expects" or similar words indicating
that future outcomes are uncertain. In accordance with "safe harbor" provisions
of the Private Securities Litigation Reform Act of 1995, these statements are
accompanied by cautionary language identifying important factors, though not
necessarily all such factors, that could cause future outcomes to differ
materially from those set forth in forward-looking statements.
2
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 industry segments correspond with
its three groups, as follows:
. The Marathon Group is comprised of Marathon Oil Company ("Marathon") and
certain other subsidiaries of USX which are 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 revenues as a percentage of total USX
consolidated revenues were 68% in 1996 and 66% in each of 1995 and 1994.
. The U. S. Steel Group includes U. S. Steel, the largest integrated steel
producer in the United States (referred to hereinafter as "U. S. Steel"),
which is primarily engaged in the production and sale 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, and leasing and financing activities. U. S. Steel Group
revenues as a percentage of total USX consolidated revenues were 27% in
1996, and 31% in each of 1995 and 1994.
. The Delhi Group ("Delhi") consists of Delhi Gas Pipeline Corporation
("DGP") and certain other subsidiaries of USX which are engaged in the
purchasing, gathering, processing, treating, transporting and marketing
of natural gas. Delhi Group revenues as a percentage of total USX
consolidated revenues were 5% in 1996, and 3% in each of 1995 and 1994.
3
A three-year summary of financial highlights for the groups is provided
below.
Operating
Income Assets Capital
Revenues(a) (Loss)(a)(b) at Year-End Expenditures
----------- ------------- ------------ ------------
(Millions)
Marathon Group
1996.................. $16,332 $1,234 $10,151 $ 751
1995.................. 13,879 113 10,109 642
1994.................. 12,928 755 10,951 753
U. S. Steel Group
1996.................. 6,547 360 6,580 337
1995.................. 6,475 500 6,521 324
1994.................. 6,077 324 6,480 248
Delhi Group (c)
1996.................. 1,061 31 715 80
1995.................. 670 18 624 50
1994.................. 585 (35) 521 32
Eliminations
1996.................. (96) - (466) -
1995.................. (60) - (511) -
1994.................. (60) - (435) -
Total USX Corporation
1996.................. $23,844 $1,625 $16,980 $1,168
1995.................. 20,964 631 16,743 1,016
1994.................. 19,530 1,044 17,517 1,033
- -----------------
(a) Certain amounts in 1995 and 1994 were reclassified in 1996 to include gains
and losses on disposal of operating assets. Prior to reclassification,
these gains and losses were included in other income.
(b) Includes the following: Restructuring charges (credits) of $(6) million and
$37 million for the Delhi Group in 1995 and 1994, respectively; favorable
adjustments to the inventory market valuation reserve for the Marathon Group
of $209 million, $70 million and $160 million in 1996, 1995 and 1994,
respectively; and impairment of long-lived assets charges of $659 million
for the Marathon Group and $16 million for the U. S. Steel Group in 1995.
(c) Prior to 1996, the Delhi Group reported natural gas treating, dehydration,
compression and other service fees as a reduction to cost of sales.
Beginning with 1996, these fees are reported as revenue; accordingly,
amounts for prior years have been reclassified.
For additional financial information about industry segments, see
"Financial Statements and Supplementary Data-Notes to Consolidated Financial
Statements-8. Operations and Segment Information" on page U-13.
The total number of active USX Headquarters employees not assigned to a
specific group at year-end 1996 was 248.
A narrative description of the primary businesses of each of the groups
is provided below.
4
MARATHON GROUP
The Marathon Group is comprised of Marathon and certain other subsidiaries
of USX which are 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 revenues as a percentage of
total USX consolidated revenues were 68% in 1996 and 66% in each of 1995 and
1994.
The following table summarizes Marathon Group revenues for each of the last
three years:
Revenues (a)
(Millions) 1996 1995 1994
------- ------- -------
Refined Products.................... $ 7,132 $ 6,127 $ 5,622
Merchandise......................... 1,000 941 869
Liquid Hydrocarbons................. 1,111 881 800
Natural Gas......................... 1,194 950 670
Transportation and Other............ 215 205 354
------- ------- -------
Subtotal............................ 10,652 9,104 8,315
Matching Buy/Sell Transactions (b).. 2,912 2,067 2,071
Excise Taxes (b).................... 2,768 2,708 2,542
------- ------- -------
Total Revenues.................... $16,332 $13,879 $12,928
======= ======= =======
- -----------------
(a) Amounts in 1995 and 1994 were reclassified to conform to 1996
classifications.
(b) Included in both sales and operating costs, resulting in no effect on
income.
For additional financial information about all of USX's industry segments,
see "Financial Statements and Supplementary Data - Notes to Consolidated
Financial Statements - 8. Operations and Segment Information" on page U-13.
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 industry sources,
Marathon believes it ranks 13th among U.S. based petroleum corporations on the
basis of worldwide liquid hydrocarbon and natural gas production. Marathon has
approximately 30 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
industry sources, Marathon believes it ranks eighth among U.S. petroleum
corporations on the basis of crude oil refining capacity and tenth on the basis
of refined product sales volumes. Marathon competes in three distinct markets --
wholesale, branded and retail distribution -- for the sale of refined products
in the Midwest and Southeast, and believes it competes with over 50 companies in
the wholesale distribution of petroleum products to private brand marketers and
large commercial and industrial consumers; ten refiner/marketers in the supply
of branded petroleum products to dealers and jobbers; and over 700 petroleum
product retailers in the retail sale of petroleum products. Marathon also
competes in the convenience store industry through its retail 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. Market conditions in the oil industry are cyclical and subject to
global economic and political events.
The Marathon Group had 20,468 active employees as of December 31, 1996. Of
that total, 13,026 were employees of Emro Marketing Company, primarily
representing employees at retail marketing
5
outlets. Certain Marathon hourly employees at two of its four operating
refineries and various other locations are represented by labor unions. Certain
hourly 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,
1999. Certain hourly employees at the Detroit refinery are represented by the
International Brotherhood of Teamsters under a labor agreement which expires on
January 31, 2000.
Oil and Natural Gas Exploration and Development
Marathon is currently conducting exploration and development activities in
13 countries, including the United States. Principal exploration activities are
in the United States, the United Kingdom, Egypt, Ireland, Gabon, the Netherlands
and Tunisia. Principal development activities are in the United States, the
United Kingdom, Ireland, Egypt, the Netherlands and Russia. Marathon is also
pursuing development opportunities in Syria.
Exploration activities during 1996 resulted in discoveries in the United
States (both onshore and in the Gulf of Mexico), Egypt and Gabon.
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)
1996 1995 1994
---- ---- ----
Development (b) Prod. Dry Prod. Dry Prod. Dry
----- ---- ----- --- ----- ---
United States............... 116 9 114 3 139 9
Europe...................... 3 - 2 1 3 -
Other International......... - - 4 - - -
---- ---- --- -- --- --
WORLDWIDE.................... 119 9 120 4 142 9
==== ==== === == === ==
Exploratory
United States............... 18 14 11 12 13 11
Europe...................... - 2 - 4 2 1
Other International......... 3 4 2 5 - 4
---- ---- --- -- --- --
WORLDWIDE.................... 21 20 13 21 15 16
==== ==== === == === ==
- ----------------
(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) Indicates wells drilled in the proved area of an oil or gas reservoir.
United States
In the United States during 1996, Marathon completed 45 gross wildcat and
delineation ("exploratory") wells (32 net wells). Marathon drilled to total
depth 56 gross (37 net) exploratory wells of which 30 gross (21 net) wells
encountered hydrocarbons. Of these 30 wells, 11 gross (5 net) wells were
temporarily suspended, and will be reported in the Net Productive and Dry Wells
Completed table when completed. Principal domestic exploration and development
activities were in the U.S. Gulf of Mexico and the states of Texas, Wyoming,
Oklahoma, Alaska, New Mexico and Louisiana.
Exploration expenditures during the three-year period ended December 31,
1996, totaled $342 million in the United States, of which $134 million was
incurred in 1996. Development expenditures during the three-year period ended
December 31, 1996, totaled $767 million in the United States, of which $268
million was incurred in 1996.
6
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.
Gulf of Mexico - Marathon considers the Gulf of Mexico a core area in its
domestic growth strategy, and has committed significant resources towards
exploitation of available opportunities.
In 1996, Marathon and its co-venturers approved the Troika project
development plan for the Green Canyon 244 field, which consists of four blocks
(Green Canyon Blocks 200, 201, 244 and 245) located in the Central Gulf. The
Troika project is estimated to have recoverable reserves of 200 million gross
barrels of oil equivalent ("BOE"). First production is expected in late 1997
with gross production rates forecasted to be 80,000 barrels per day ("bpd") of
oil and 140 million cubic feet per day ("mmcfd") of gas. Marathon holds a 33.3%
working interest in this four-block unit. Additional recoveries from smaller
hydrocarbon accumulations in the unit are being evaluated.
In 1996, Marathon and its co-venturer successfully completed a three-well
appraisal program on the Viosca Knoll Block 786 discovery in the deepwater Gulf
and confirmed commercial hydrocarbon reserves estimated at 95 million gross BOE.
Design and construction of a $430 million drilling and production project,
"Petronius," are underway. The project will include the construction of a 1,850
foot compliant tower, designed to flex with the forces of the ocean. It will
include drilling, production and processing facilities and connections to
pipeline infrastructure. The production design capacity of Petronius is 60,000
bpd and 100 mmcfd. Marathon holds a 50% interest in this project. First
production is expected by early 1999.
In 1996, Marathon announced a discovery on Ewing Bank Block 963, 135 miles
south of New Orleans, Louisiana, in 1,740 feet of water. The well tested at
rates of 8,700 bpd of oil and 6.4 mmcfd of gas. A second well has confirmed
commercial hydrocarbon reserves of approximately 30 million BOE. A third well
was drilled in 1997 and temporarily abandoned, pending further evaluation. It is
expected that three wells will be completed subsea and tied back to the
Marathon-operated Ewing Bank 873 platform, which is located eight miles to the
northwest. First production is expected in the first quarter of 1998. Marathon
owns a 62.5% working interest in this discovery.
Marathon also announced in 1996 an oil discovery on Ewing Bank Block 917,
130 miles south of New Orleans, Louisiana, in 1,185 feet of water. The well was
suspended, pending design and installation of subsea facilities. It also will be
tied back to the Ewing Bank 873 platform, which is located three miles to the
north. This single-well development is expected to recover approximately 10
million BOE. First production is expected in early 1998 from this discovery, in
which Marathon owns a 66.67% working interest.
Texas - In the Cotton Valley Pinnacle Reef trend in east Texas, application
of three-dimensional seismic technology has led to twelve successful natural gas
wells since 1993, with current production from ten wells at approximately 100
net mmcfd. Three wells were completed during 1996, and two additional wells were
completed in early 1997 from the 1996 drilling program with one awaiting
completion. Marathon is the operator of these wells with working interests
ranging from 75% to 100%. Marathon continues an active exploration program in
this play and has recently acquired an additional 50,000 net acres in the trend
area, bringing its total leasehold position to approximately 90,000 net acres.
Five additional exploratory wells are expected to be drilled in this area during
1997.
International
Outside the United States during 1996, Marathon completed 12 gross
exploratory wells (9 net wells). Marathon drilled to total depth 16 gross (10
net) exploratory wells in five countries. Of these 16 wells, 9 gross (5 net)
wells encountered hydrocarbons, four in Egypt, two each in Gabon and the
Netherlands and one in the United Kingdom. Two of the wells in Egypt began
producing in 1996.
7
The remaining wells in Egypt, Gabon and the Netherlands were suspended, pending
completion, while the United Kingdom well was suspended, pending further
evaluation.
Marathon's expenditures for international oil and natural gas exploration
activities, including Marathon's 50% equity interest in CLAM Petroleum Company
("CLAM"), during the three-year period ended December 31, 1996, totaled $231
million, of which $61 million was incurred in 1996. Marathon's international
development expenditures, including CLAM, during the three-year period ended
December 31, 1996, totaled $294 million, of which $49 million was incurred in
1996.
The following is a summary of recent, significant exploration and
development activity outside the United States, including discussion, as deemed
appropriate, of completed wells, drilling wells and wells under evaluation.
United Kingdom - Marathon is continuing its development of the Brae area in
the United Kingdom sector of the North Sea ("U.K. North Sea") where it is the
operator and owns a 41.6% revenue interest in the South, Central and North Brae
fields and a 38.5% revenue interest in the East Brae field. Marathon has
interests in 24 blocks in the U.K. North Sea and other offshore areas.
In 1996, government approval was given to Marathon and its co-venturers for
development of the West Brae field in the U.K. North Sea. Work is ongoing for a
subsea development tied back to the nearby Marathon-operated Brae A platform.
Early in 1997, arrangements were approved to develop the field jointly with the
Sedgwick field, which is owned by a separate consortium. Gross reserves for the
joint West Brae/Sedgwick development are estimated at 40 million barrels of oil.
Production is expected to begin in late 1997, and the two fields are expected to
produce at a combined peak rate of 27,000 gross bpd in 1998. Marathon will
operate the joint development with a 28.1% interest.
East Brae development continued during 1996 with the drilling and
completion of five wells. See "Oil and Natural Gas Production-International-
North Sea" for a description of Brae production operations.
Two exploration wells were drilled in the North Sea during 1996. One well
was plugged and abandoned, while the other one encountered hydrocarbons and was
suspended pending further evaluation.
Egypt - In January 1996, production commenced from the Ras El Ush field,
located onshore near the southern Gulf of Suez. Production is processed in
nearby third-party facilities and averaged 2,100 net bpd in 1996. Development
drilling continued in 1996 with three wells, one of which was suspended, one
placed on production in the fourth quarter, and the other placed on production
in January 1997. Five wells are planned to be drilled in 1997. Marathon holds a
100% working interest in the Ras El Ush field.
In 1996, a discovery was made in the Ashrafi Concession, located offshore
in the southern Gulf of Suez. The Ashrafi SW-1X well, along with one development
well planned in 1997, will be tied back to existing Ashrafi field producing
facilities. Marathon holds a 50% working interest in this concession.
In the Nile Delta region, a third discovery was made in 1996 in the Abu
Madi West Development, where Marathon holds a 25% working interest. The Nidoco-9
exploratory well, located about two miles offshore in the Mediterranean Sea,
encountered gas and condensate in the Abu Madi formation. The well was tied into
existing El Qar'a production facilities and began producing in December 1996.
The well is currently producing at a gross rate of 36 mmcfd.
Gabon - In 1996, Marathon and its partner drilled a successful delineation
well on the Tchatamba discovery, in the Kowe permit in 151 feet of water, 18
miles offshore Gabon. Field development will consist of two wells producing to a
mobile offshore production unit. Processed oil will then be shipped to an
adjacent floating storage and offloading vessel. Oil production is expected to
start in early 1998 and peak at 15,000 gross bpd at this field, where Marathon
is the operator with a 75% working interest. Under
8
the terms of the concession, the Gabonese government has the right to obtain a
maximum 25% working interest in the field, which would proportionately decrease
Marathon's interest.
Also in 1996, Marathon signed an exploration and production sharing
contract with the Republic of Gabon. The contract covers the 636,000-acre
Akoumba Marin Permit located approximately 30 miles offshore the central portion
of the nation, which is an established hydrocarbon producing area. Marathon has
a 100% working interest in this permit.
Ireland - During 1996, Marathon continued to evaluate development options
for well 48/25-3, drilled in 1995, located 4.5 miles southwest of the Kinsale
Head Facilities in the Celtic Sea. Marathon holds a 100% working interest in
this well.
Also during 1996, Marathon continued preparatory work for a 1997 well to be
drilled in the Porcupine Basin off the west coast of Ireland. This well will
complete a seven-well exploratory drilling program required by a 1991 agreement
between Marathon and the Irish Government.
Tunisia - Marathon's interest in the 470,000-acre Jenein permit in Southern
Tunisia was formally ratified by the government in 1996. During 1996, Marathon
farmed out 40% of its 100% working interest in this permit. Marathon has planned
an exploratory well for 1997.
Indonesia - During 1996, Marathon relinquished interest in the Tiram block
located in the Natuna Sea. Marathon continues to hold a 22.2% working interest
in the three-million-acre Natuna "B" block, also located in the Natuna Sea. This
block is in moratorium, pending resolution of a border dispute between Indonesia
and Vietnam.
Netherlands - In 1996, Marathon, through its 50% equity interest in CLAM,
drilled two gross exploratory wells and four gross development wells in the
Netherlands North Sea. Six development wells and four exploratory wells are
planned for 1997.
Russia - The Marathon Group holds a 30% interest in Sakhalin Energy
Investment Company Ltd. ("Sakhalin Energy"), an incorporated joint venture
company responsible for the overall management of the Sakhalin II Project. The
Sakhalin II Production Sharing Contract ("PSC") was signed in June 1994 for the
development of the Piltun-Astokhskoye ("PA") oil field and the Lunskoye gas
field located offshore Sakhalin Island in the Russian Far East Region. During
1995, the Russian government enacted a production sharing law. Licenses were
granted to Sakhalin Energy for the two fields in 1996. On June 15, 1996,
Commencement Date was effective under the PSC, at which time appraisal
activities commenced. Sakhalin Energy is currently seeking approval for the
first phase of development of the PA field, which develops the Astokh feature
utilizing an arctic-class mobile drilling vessel. In anticipation of Russian
approval, Sakhalin Energy has taken steps to commence the first phase by
awarding construction and equipment contracts. Subject to timely approval, first
production from the PA field could be realized as early as mid-1999, with sales
forecasted to average 45,000 gross bpd annually as early as 2000. This is based
on six months of offshore loading operations during the ice-free weather window
at an estimated production rate of 90,000 gross bpd. Further development remains
subject to passage of legislation or equivalent measures that enables
implementation of the terms of the PSC. As recently approved by the Russian
State Reserve Committee, the PA and Lunskoye fields are estimated to contain
combined reserves of one billion barrels of liquid hydrocarbons and 14 trillion
cubic feet of natural gas.
Syria - Marathon is awaiting approval of a revised plan of development
("POD") submitted to the Syria Petroleum Company in July 1995, for the
development of gas reserves in the Palmyra Block. Negotiation of a gas sales
agreement would be required following approval of the POD.
The above discussions of projects, expected production and sales levels,
reserves and dates of initial production are based on a number of assumptions,
including (among others) prices, supply and demand, regulatory constraints,
reserve estimates, production decline rates for mature fields, reserve
9
replacement rates, and geological and operating considerations. In addition,
development of new production properties in countries outside the United States
may require protracted negotiations with host governments and is frequently
subject to political considerations, such as tax regulations, which could
adversely affect the economics of projects. With respect to the Sakhalin II
project in Russia, development plans need to be finalized prior to final
commitment by the shareholders of Sakhalin Energy. In addition, Sakhalin Energy
continues to seek to have certain Russian laws and normative acts at the Russian
Federation and local levels brought into compliance with the existing Production
Sharing Agreement Law. To the extent these assumptions prove inaccurate, actual
results could be materially different than present expectations.
The following table sets forth, by geographic area, the developed and
undeveloped oil and gas acreage held as of December 31, 1996:
Gross and Net Acreage
Developed &
Developed Undeveloped Undeveloped
------------ -------------- --------------
Gross Net Gross Net Gross Net
----- ----- ------ ------ ------ ------
(Thousands of Acres)
United States......... 2,567 985 2,457 1,305 5,024 2,290
Europe................ 316 255 1,843 1,029 2,159 1,284
Other International... 116 40 35,254 12,978 35,370 13,018
----- ----- ------ ------ ------ ------
Total Consolidated... 2,999 1,280 39,554 15,312 42,553 16,592
Equity Affiliate (a).. 435 45 184 24 619 69
----- ----- ------ ------ ------ ------
WORLDWIDE............. 3,434 1,325 39,738 15,336 43,172 16,661
===== ===== ====== ====== ====== ======
- --------------------
(a) Represents Marathon's equity interest in CLAM.
Reserves
At December 31, 1996, the Marathon Group's net proved liquid hydrocarbon
and natural gas reserves, including equity affiliate interests, totaled
approximately 1.4 billion barrels on a BOE basis, of which 69% were located in
the United States. (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.) On a BOE basis, Marathon replaced 136% of its
1996 worldwide oil and gas production. Including dispositions, Marathon replaced
102% of worldwide production, mainly reflecting the sales of certain oil and gas
producing properties in Indonesia, Tunisia and the U.K. North Sea, and the
disposal of Alaskan oil interests. Additions during 1996 were primarily
attributable to reserves from Gulf of Mexico properties (such as Viosca Knoll
786, and Ewing Bank Blocks 963, 873 and 917), the West Brae field in the U.K.
North Sea and the Tchatamba field in Gabon. Marathon continues to make small
acquisitions in core producing areas. In 1996, approximately $36 million was
spent on producing properties, primarily in Texas, Wyoming, and Alaska,
resulting in reserve additions of 28 million BOE.
10
The table below sets forth estimated quantities of net proved oil and gas
reserves at the end of each of the last three years.
Estimated Quantities of Net Proved Oil and Gas Reserves at December 31
Developed Developed & Undeveloped
--------- -----------------------
1996 1995 1994 1996 1995 1994
----- --------- ----- ------- ------ ------
(Millions of Barrels)
Liquid Hydrocarbons
United States........... 443 470 493 589 558 553
International........... 174 203 224 203 206 242
----- ----- ----- ----- ----- -----
WORLDWIDE................. 617 673 717 792 764 795
===== ===== ===== ===== ===== =====
(Billions of Cubic Feet)
Natural Gas
United States........... 1,720 1,517 1,442 2,239 2,210 2,127
International........... 1,149 1,335 1,477 1,199 1,379 1,527
----- ----- ----- ----- ----- -----
Total Consolidated... 2,869 2,852 2,919 3,438 3,589 3,654
Equity Affiliate (a).... 100 105 104 132 131 153
----- ----- ----- ----- ----- -----
WORLDWIDE................. 2,969 2,957 3,023 3,570 3,720 3,807
===== ===== ===== ===== ===== =====
- -----------------
(a) Represents Marathon's equity interest in CLAM.
For additional details of estimated quantities of net proved oil and gas
reserves at the end of each of the last three years, see "Consolidated Financial
Statements and Supplementary Data - Supplementary Information on Oil and Gas
Producing Activities - Estimated Quantities of Proved Oil and Gas Reserves" on
page U-32. Reports have been filed with the U.S. Department of Energy ("DOE")
for the years 1995 and 1994 disclosing the year-end estimated oil and gas
reserves. A similar report will be filed for 1996. The year-end estimates
reported to the DOE are the same as the estimates reported in the USX
Consolidated Supplementary Data.
11
Oil and Natural Gas Production
The following tables set forth daily average net production of liquid
hydrocarbons and natural gas by geographic area for each of the last three
years:
Net Liquid Hydrocarbons Production (a)
(Thousands of Barrels per Day) 1996 1995 1994
----- ----- -----
United States (b)....................... 122 132 110
International (c)....................... 59 73 62
----- ----- -----
WORLDWIDE............................... 181 205 172
===== ===== =====
Net Natural Gas Production (d)
(Millions of Cubic Feet per Day)
United States (b)....................... 676 634 574
International (e)....................... 499 463 400
----- ----- -----
Total Consolidated.................... 1,175 1,097 974
Equity Affiliate (f).................... 45 44 40
----- ----- -----
WORLDWIDE............................... 1,220 1,141 1,014
===== ===== =====
- ----------
(a) Includes crude oil, condensate and natural gas liquids.
(b) Amounts reflect production from leasehold and plant ownership, after
royalties and interest of others.
(c) Amounts reflect 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.
(d) Amounts reflect sales of equity production and exclude volumes purchased
from third parties for resale.
(e) Amounts reflect production before royalties.
(f) Represents Marathon's equity interest in CLAM.
At year-end 1996, Marathon was producing crude oil and/or natural gas in
six countries, including the United States. Marathon's worldwide liquid
hydrocarbon production decreased by 12% from 1995, mainly reflecting the sales
of international properties (in Indonesia and Tunisia) and Illinois Basin
domestic operations, as well as lower production from the Brae fields in the
U.K. North Sea and Ewing Bank Block 873 in the Gulf of Mexico. Marathon's 1997
worldwide liquid hydrocarbon production is expected to decline by seven percent
from 1996, primarily reflecting natural production declines from mature fields
and the disposal of Alaskan oil properties.
Marathon's 1996 worldwide sales of equity natural gas production, including
Marathon's share of CLAM's production, increased by seven percent from 1995,
primarily reflecting increased demand in the United Kingdom and Alaska and
increased production from New Mexico and east Texas. Worldwide natural gas
volumes in 1997 are expected to remain consistent with 1996 volumes, in the
range of 1.2 to 1.3 billion cubic feet per day, as natural declines in mature
international fields will be offset by anticipated increases in domestic
production. In addition to sales of 544 net mmcfd of international equity
natural gas production, Marathon sold 32 net mmcfd of natural gas acquired for
injection and resale during 1996.
United States
Approximately 67% of Marathon's 1996 worldwide liquid hydrocarbon
production and equity liftings and 55% of worldwide natural gas production
(including CLAM volumes) were from domestic operations. The principal domestic
producing areas are located in Texas, the U.S. Gulf of Mexico, Wyoming and
Alaska. Marathon's ongoing domestic growth strategy is to apply its technical
expertise in fields with undeveloped potential, to dispose of interests in non-
core properties with limited upside potential and high production costs, and to
acquire significant working interests in properties with high development
potential.
12
Marathon continues to apply enhanced recovery and reservoir management
programs and cost containment efforts to maximize liquid hydrocarbon recovery
and profitability in mature fields such as the Yates field in Texas and the
Oregon Basin field in Wyoming. Enhanced recovery efforts for the Yates field
include an ongoing feasibility study of thermal recovery techniques.
Texas - Marathon owns a 49.6% working interest in, and is the operator of,
the Yates Field Unit, one of the largest fields in the United States on the
basis of reserves. Marathon's 24,700 net bpd of 1996 liquid hydrocarbon
production from the Yates field and gas plant accounted for 20% of Marathon's
total U.S. liquids production. The field's average annual production increased
again in 1996 from 1995, following the trend started in 1993.
Gulf of Mexico - During 1996, Marathon produced 29,100 net bpd of liquid
hydrocarbons, representing 24% of Marathon's total U.S. liquid hydrocarbon
production, and 84 net mmcfd of natural gas in the U.S. Gulf of Mexico. Liquid
hydrocarbon production decreased by 3,300 net bpd from the prior year and
natural gas production decreased by six net mmcfd, mainly reflecting natural
production declines from the Ewing Bank 873 field and other mature fields. At
year-end 1996, Marathon held working interests in 13 fields producing from 34
platforms, 21 of which Marathon operates.
Ewing Bank 873 is an important part of Marathon's deepwater infrastructure.
Nearby discoveries, such as Ewing Bank 917 and 963, will be tied into this
facility for processing and pipeline connections. Reserves of 12 million BOE
were added for the Ewing Bank 873 field in 1996 due to improved waterflood
recovery. Marathon is the operator and holds a 66.7% working interest in Blocks
873 and 874. In 1996, production averaged 20,600 net bpd and 14 net mmcfd,
compared with 23,000 net bpd and 15 net mmcfd in 1995.
Wyoming - Production for 1996 averaged 23,600 net bpd, representing 19% of
Marathon's total U.S. liquid hydrocarbon production. Production in 1995 averaged
24,600 net bpd. The decline in 1996 from 1995 was primarily due to natural
production declines.
Alaska - Marathon's production from Alaska averaged 7,900 net bpd of liquid
hydrocarbons and 143 net mmcfd of natural gas in 1996, compared with 8,800 net
bpd and 131 net mmcfd in 1995. In December 1996, Marathon sold its oil producing
properties in the Cook Inlet area and Prudhoe Bay Unit. Marathon has retained
its ownership interest in the natural gas reserves and infrastructure associated
with the Cook Inlet properties. This divestiture will allow Marathon to focus on
the expansion of its natural gas business in Alaska through exploration,
exploitation, development and marketing.
New development activity in the Kenai gas field is expected to improve
recovery. Since 1994, over 100 net billion cubic feet ("bcf") of new gas
reserves have been added, of which 44 bcf was added in 1996.
New Mexico - Production in New Mexico, primarily from the Indian Basin
field, averaged 11,500 net bpd and 103 net mmcfd in 1996, compared with 10,000
net bpd and 92 net mmcfd in 1995. The increase in production was mainly due to a
1995 acquisition and continued development drilling in the Indian Basin field.
Marathon owns an 82% working interest in new producing and development
activities in this mature field.
13
International
Interests in liquid hydrocarbon and/or natural gas production are held in
the U.K. North Sea, Ireland, the Norwegian North Sea and Egypt. In addition,
Marathon has an interest through an equity affiliate (CLAM) in the Netherlands
North Sea.
U.K. North Sea - The following table sets forth Marathon's average net
liquid hydrocarbon liftings in the Brae area, for each of the last three years:
Brae-Area Average Net Liquid Hydrocarbon Liftings
(Net Barrels per Day)
1996 1995 1994
------ ------ ------
East Brae...................... 29,800 32,700 23,400
North Brae..................... 10,000 11,400 13,000
South Brae..................... 4,700 5,000 4,800
Central Brae................... 4,200 4,800 4,700
------ ------ ------
TOTAL.......................... 48,700 53,900 45,900
====== ====== ======
East Brae is a gas condensate field, which uses gas cycling, and is the
largest field in the Brae area. The decrease in East Brae production from 1995
primarily reflects completion of the initial development drilling program. In
addition, the rate of liquid recovery from the field also reflects reservoir
complexities which impact the overall sweep efficiency of the gas injection
program.
North Brae is a gas condensate field and production continues using the gas
cycling technique. Although partial cycling continues, North Brae has begun the
depletion sequence, with the majority of gas being transferred to the East Brae
reservoir for pressure maintenance. North Brae liftings shown in the table above
include production from the Beinn field, which underlies the North Brae field.
South Brae facilities act as the host platform for the underlying South
Brae field and adjacent Central Brae field, Marathon's first multi-well subsea
development. In addition, the platform serves as a vital link in generating
third-party processing and pipeline tariff revenue. For example, production from
the Birch field, which is owned by a separate consortium, has been processed on
this facility since September 1995. Beginning in late 1997, production from the
nearby West Brae/Sedgwick joint development project is expected to use this
facility for processing and transportation.
The strategic location of the East, North and South Brae platforms and
pipeline infrastructure has generated significant third-party revenue since
1986. Agreement has been reached, and arrangements are being finalized, for the
processing and transportation of reservoir fluids from the outside-operated
Kingfisher field. Production will be tied back to North Brae facilities and is
expected to be on stream in the fourth quarter of 1997. This agreement brings to
14 the number of third-party fields contracted to the Brae system, of which 11
are currently on stream. In addition to generating processing and pipeline
tariff revenue, third-party business also has a favorable impact on Brae area
operations by optimizing infrastructure usage and extending the economic life of
the facilities.
Participation in the Scottish Area Gas Evacuation ("SAGE") system provides
pipeline transportation and onshore processing for Brae-area gas. The Brae group
owns 50% of SAGE, which has a total wet gas capacity of approximately 1.0 bcf
per day. The other 50% is owned by the Beryl group which operates the system. A
30-inch pipeline connects the Brae, Beryl and Scott fields to the SAGE gas
processing terminal at St. Fergus in northeast Scotland. A new pipeline will
connect the Britannia field, owned and operated by third parties, to the St.
Fergus terminal, where processing of third-party production is expected to begin
in late 1998.
Marathon's total United Kingdom gas sales from all sources averaged 172 net
mmcfd in 1996. Primary sales of Brae-area gas through the SAGE pipeline system
averaged 161 net mmcfd for the year
14
1996. Of that total, 129 mmcfd was Brae-area equity gas and 32 mmcfd was gas
acquired for injection and subsequent resale.
Ireland - Marathon holds a 100% working interest in the Kinsale Head and
Ballycotton fields in the Irish Celtic Sea. Natural gas sales from these
maturing fields were 259 net mmcfd in 1996, compared with 269 net mmcfd in 1995.
Volumes are expected to decrease in succeeding years as a result of natural
production declines.
Norway - In the Norwegian North Sea, Marathon holds a 23.8% working
interest in the Heimdal field, which had 1996 sales of 87 net mmcfd of natural
gas and 2,600 net bpd of condensate, compared with 1995 sales of 81 net mmcfd of
natural gas and 1,900 bpd of condensate. In mid-1994, Marathon issued a notice
of termination on the gas sales agreements for this field based upon low gas
prices and high pipeline tariffs associated with the operations. The effective
date of the termination was June 11, 1996. In June 1996, an agreement was
reached with one of the buyers, which provided for an improved economic position
for 30% of the gas sales. The remaining 70% share of sales, sold under a
separate agreement, remains unresolved, although gas sales have continued under
protest.
Egypt - Marathon holds interests in four fields in Egypt. Liquid
hydrocarbon and natural gas production from these fields totaled 7,800 net bpd
and 13 net mmcfd in 1996, compared with 5,500 net bpd and 15 net mmcfd in 1995.
The increase in liquid hydrocarbon volumes was mainly attributable to the Ras El
Ush field, which commenced production in 1996, averaging 2,100 net bpd. Marathon
owns a 100% working interest in this field and shares in its production with the
Egyptian Government under the terms of a production sharing agreement.
Netherlands - Marathon's 50% equity interest in CLAM, a natural gas and gas
liquids producer in the Netherlands North Sea, provides a 6.7% entitlement in
the production of 21 gas fields which provided sales of 45 net mmcfd of natural
gas in 1996.
Indonesia/Tunisia - Effective January 1, 1996, Marathon sold Marathon
Petroleum Indonesia, Ltd., which owned a 37.5% interest in the Kakap production
sharing contract encompassing the Kakap Block in the Natuna Sea, offshore
Indonesia. Effective January 1, 1996, Marathon also sold its interest in all
producing properties and in the Zarat Permit in the Gulf of Gabes in Southern
Tunisia.
15
The following tables set forth productive wells and drilling wells as of
December 31, 1996, 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......... 10,939 3,860 3,248 1,401 64 48
Europe................ 28 12 55 30 - -
Other International... 11 7 10 2 1 1
------ ----- ----- ----- -- --
Total Consolidated... 10,978 3,879 3,313 1,433 65 49
------ ----- ----- ----- -- --
Equity Affiliate (c).. - - 76 5 1 -
------ ----- ----- ----- -- --
WORLDWIDE............. 10,978 3,879 3,389 1,438 66 49
====== ===== ===== ===== == ==
- ---------------
(a) Include active wells and wells temporarily shut-in. Of the gross productive
wells, gross wells with multiple completions operated by Marathon totaled
329. Information on wells with multiple completions operated by other
companies is not available to Marathon.
(b) Consist of exploratory and development wells.
(c) Represents CLAM.
Average Production Costs (a) 1996 1995 1994
---- ---- ----
(Dollars per Equivalent Barrel)
United States...................... $ 3.97 $ 3.52 $ 4.04
International - Europe 4.38 4.76 5.40
- Other International 3.29 3.31 4.23
Total Consolidated................. $ 4.09 $ 3.92 $ 4.48
- Equity Affiliate (b) $ 5.22 $ 5.56 $ 3.07
WORLDWIDE.......................... $ 4.11 $ 3.95 $ 4.45
1996 1995 1994 1996 1995 1994
---- ---- ---- ---- ---- ----
Average Sales Prices (c) Crude Oil and Condensate Natural Gas Liquids
(Dollars per Barrel) ------------------------- ------------------------
United States...................... $19.12 $15.02 $14.02 $13.59 $10.34 $ 9.26
International - Europe 20.77 17.10 16.05 17.33 13.94 12.11
- Other International 19.74 16.23 15.13 17.65 14.62 11.47
WORLDWIDE.......................... $19.63 $15.68 $14.69 $14.71 $11.35 $ 9.94
Natural Gas
-----------
(Dollars per Thousand Cubic Feet)
United States...................... $ 2.09 $ 1.63 $ 1.94
International - Europe 1.96 1.78 1.57
- Other International 2.34 2.11 1.84
Total Consolidated................. $ 2.04 $ 1.70 $ 1.79
- Equity Affiliate (b) $ 2.74 $ 2.60 $ 2.28
WORLDWIDE.......................... $ 2.06 $ 1.74 $ 1.81
- --------------
(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. Production costs exclude certain
administrative costs and costs associated with reorganization efforts.
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.
(b) Represents CLAM.
(c) Prices exclude gains/losses from hedging activities.
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 570,000 bpd of
combined in-use crude oil refining capacity. Marathon's refining system operated
at 89.7% of its in-use capacity in 1996.
The following table sets forth the location and throughput capacity of each
of Marathon's refineries at December 31, 1996:
In-Use Refining Capacity (a)
(Barrels per Day)
Garyville, La...... 255,000
Robinson, Ill...... 175,000
Texas City, Texas.. 70,000
Detroit, Mich...... 70,000
-------
TOTAL.............. 570,000
=======
- ---------------
(a) Marathon's 50,000 bpd Indianapolis refinery has remained temporarily idle
since October 1993.
Marathon's 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 a portion of
the diesel fuel to gasoline, using excess fluid catalytic cracking unit
capacity. Light cycle oil is moved from Texas City to Robinson for sulfur
removal to produce low-sulfur diesel fuel.
In order to comply with provisions of the 1990 Amendments to the Clean Air
Act ("CAA"), Marathon began selling reformulated gasoline ("RFG") in January
1995 at its retail outlets in those areas requiring it. Only a small part of
Marathon's marketing territory, primarily Chicago, Louisville, and Milwaukee,
actually require RFG. During 1996, Marathon's RFG sales averaged 43,000 bpd, or
12% of its gasoline yield. Marathon has the capability of producing about 33% of
its gasoline output as RFG should profitable sales opportunities arise. A major
cost of reformulation is the mandated use of oxygenates in gasoline. Marathon
has oxygenate units at its Detroit and Robinson refineries.
Maintenance activities requiring temporary shutdown of certain refinery
operating units ("turnarounds") are periodically performed at each of Marathon's
operating refineries. Major turnarounds are currently scheduled for the first
half of 1997 at the Texas City and Robinson refineries and for the first quarter
of 1998 at the Garyville refinery.
In late 1993, Marathon temporarily idled its 50,000 bpd Indianapolis
refinery due to unfavorable plant economics and increased environmental spending
requirements. The status of the refinery is periodically reviewed. This includes
consideration of economic as well as regulatory matters. Upon adoption of SFAS
No. 121 in the fourth quarter of 1995, Marathon wrote down the recorded value of
the Indianapolis refinery. As of February 28, 1997, the refinery remained
temporarily idled.
In January 1997, Marathon and a co-venturer announced plans, subject to
execution of final agreements, to develop polymer grade propylene and
polypropylene facilities at the Garyville refinery. Marathon's part of the
project includes construction of purification facilities capable of producing up
to
17
800 million pounds per year of polymer grade propylene from the current refinery
feedstock stream. The co-venturer will construct and market output from an 800
million pounds-per-year polypropylene facility. Plant start-up is slated for
1999.
Marketing
In 1996, Marathon's refined product sales volumes (excluding matching
buy/sell transactions) totaled 10.8 billion gallons (704,000 bpd). Excluding
sales related to matching buy/sell transactions, the wholesale distribution of
petroleum products to private brand marketers and to large commercial and
industrial consumers, primarily located in the Midwest and Southeast, accounted
for about 58% of Marathon's refined product sales volumes in 1996. Approximately
41% of Marathon's gasoline volumes and 70% of its distillate volumes were sold
on a wholesale basis to independent unbranded customers in 1996.
The following table sets forth the volume of consolidated refined product
sales by product group for each of the last three years:
Refined Product Sales
(Thousands of Barrels per Day) 1996 1995 1994
---- ---- ----
Gasoline....................................... 468 445 443
Distillates.................................... 192 180 183
Other Products................................. 115 122 117
---- ---- ----
TOTAL.......................................... 775 747 743
==== ==== ====
Matching Buy/Sell Volumes included in above.... 71 47 73
As of December 31, 1996, Marathon supplied petroleum products to 2,392
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. At December 31, 1996, Marathon supplied
over 190 stations in states outside its traditional branded marketing territory
including Virginia, Tennessee, West Virginia, Wisconsin, North Carolina and
Pennsylvania.
Retail sales of gasoline and diesel fuel are also made through limited
service and self-service stations and truck stops operated in 14 states by a
wholly owned subsidiary, Emro Marketing Company ("Emro"). As of December 31,
1996, this subsidiary had 1,592 retail outlets which sold petroleum products and
convenience-store merchandise, primarily under the brand names "Speedway,"
"Starvin' Marvin," "United" and "Bonded". Emro's revenues from the sale of
convenience-store merchandise totaled $991 million in 1996, compared with $928
million in 1995. Profits generated from these sales tend to moderate the margin
volatility experienced in the retail sale of refined products. The selection of
merchandise varies among outlets--1,253 of Emro's 1,592 outlets at December 31,
1996, had convenience stores which sold a variety of food and merchandise, and
the remaining outlets sold selected convenience-store items such as cigarettes,
candy and beverages.
Emro continually monitors its operations in order to reduce costs and
enhance profitability. Emro has closed or sold 158 marginal outlets during the
three-year period ended December 31, 1996, of which 62 outlets were closed or
sold in 1996. Emro attempts to expand its business through construction of new
outlets, the rebuilding of existing facilities or through acquisitions when
profitable opportunities arise. In the three-year period ended December 31,
1996, Emro has built, rebuilt or completed the acquisition of 236 stations and
20 truck stops in its marketing area, of which 37 stations and nine truck stops
were added or rebuilt in 1996.
Certain Marathon branded and Emro retail outlets feature on-premises brand-
name restaurants as a means of increasing overall profitability. Typically, Emro
or the independent Marathon jobber or dealer becomes a restaurant franchisee at
these locations, although some sites are leased for food-service
18
management under different ownership. As of December 31, 1996, there were
approximately 140 Marathon branded and Emro retail outlets with branded food
service. Additional locations are expected to be added in the future.
Supply and Transportation
Marathon obtains around 60% of its crude oil feedstocks from North and
South America and the balance primarily from the Middle East, West Africa and
the North Sea. In 1996, Marathon was a net purchaser of 400,000 bpd of crude oil
from both domestic and international sources, including approximately 166,000
bpd obtained from the Middle East.
Marathon's strategy in acquiring raw materials for its refineries is to
obtain a substantial portion of its supply from secure, long-term sources.
Marathon generally sells its international equity production into local markets,
but has the ability to satisfy about 75% of its crude oil requirements from a
combination of its international and domestic equity crude production and
current supply arrangements in the Western Hemisphere.
Marathon operates a system of terminals and pipelines to provide crude oil
to its refineries and refined products to its marketing areas. Fifty-one light
product and asphalt terminals are strategically located throughout the Midwest
and Southeast. In addition, Marathon operates a fleet of trucks to deliver
petroleum products to retail marketing outlets.
Marathon, through a wholly owned subsidiary, Marathon Pipe Line Company
("MPLC"), owns and operates, as a common carrier, approximately 1,050 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 11.1% of the Capline system, a large diameter crude pipeline extending
from St. James, La. to Patoka, Ill. Additionally, MPLC owns 32.1% of LOOP LLC,
which is the owner and operator of the only U.S. deepwater oil port. LOOP's port
is located 18 miles off the coast of Louisiana. Marathon holds equity interests
in a number of pipeline companies, including 17.4% 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. In 1996, Marathon sold its 25% stock ownership in Platte Pipeline
Company, which owned a crude pipeline system extending from the Rocky Mountain
area of Wyoming to Wood River, Ill. In January 1997, Marathon sold its 30% stock
ownership in Cook Inlet Pipe Line Company ("CIPL"). CIPL owns a pipeline system
in Alaska, which is used to gather and transport crude oil on the west side of
the Cook Inlet.
In 1996, Marathon announced its participation in two Gulf of Mexico
pipeline systems designed to transport crude oil and natural gas to shore from
the growing development activities in the deepwater and subsalt areas of the
Central Gulf. With respect to the first system, Marathon acquired a 28% interest
in Poseidon Oil Pipeline Company, L.L.C. ("Poseidon"), a joint venture company
which has constructed and is operating a crude oil pipeline system. Concurrent
with becoming an owner, Marathon contributed to Poseidon its 66.7% partnership
interest in Block 873 Pipeline Company, which owned a 60-mile pipeline connected
to the Marathon-operated Ewing Bank 873 platform. The offshore portion of the
pipeline is complete and operational and, with the planned completion of the
onshore segment in the third quarter of 1997, Poseidon will consist of over 250
miles of pipeline capable of delivering up to 400,000 bpd of crude oil to
multiple distribution outlets located onshore Louisiana.
The second system, when constructed, will consist of a new natural gas
pipeline ("Nautilus") and expansion of an existing gas gathering system ("Manta
Ray"). Nautilus will have a capacity of approximately 600 mmcfd. Marathon
anticipates that it will be operated under the jurisdiction of the Federal
Energy Regulatory Commission ("FERC"). Manta Ray, once expanded, will have
capacity of up to one billion cubic feet per day. Marathon anticipates that
Manta Ray will not fall under FERC jurisdiction.
19
Marathon holds a 24.33% interest in the entire project. The system is expected
to be ready for service in the fourth quarter of 1997, subject to timely receipt
of necessary government approvals.
Domestic Natural Gas Marketing and Transportation
Marathon has a 30% ownership in a Kenai, Alaska, natural gas liquefication
plant and two 87,500 cubic meter tankers used to transport liquefied natural gas
("LNG") to customers in Japan. Feedstock for the plant is supplied from a
portion of Marathon's equity natural gas production in the Cook Inlet. LNG is
sold under a long-term contract with two of Japan's largest utility companies
which calls for the sale of more than 900 gross bcf over the term of the
contract. Marathon has a 30% participation in this contract which is effective
through March 31, 2004, and provides an option for a five-year extension. During
1996, LNG deliveries totaled 67.6 gross bcf (20.2 net bcf), up from 65.3 gross
bcf (19.6 net bcf) in 1995.
In addition to the sale of domestic equity production of natural gas,
Marathon purchases gas from third-party producers and marketers for resale in
order to offer customers secure and source-flexible supplies. In 1995, the
Marathon Group, along with two co-venturers, formed Inventory Management and
Distribution Company, L.L.C. ("IMD"), a limited liability company. IMD provides
asset management and economic optimization services to natural gas distribution
utilities and pipeline companies, and natural gas inventory management services
to natural gas producers and end-users in North America. The Marathon Group owns
a 42.5% profit participation in IMD.
Other
Natural Gas Utilities
Carnegie Interstate Pipeline Company ("CIPCO") is an interstate pipeline
company engaged in the transportation of natural gas in interstate commerce.
Carnegie Production Company produces and sells natural gas. Carnegie Natural Gas
Company ("Carnegie") functions as a local distribution company serving
residential, commercial and industrial customers in West Virginia and western
Pennsylvania. Apollo Gas Company, which was engaged in the distribution of
natural gas to residential, commercial and industrial customers in western
Pennsylvania, was merged into Carnegie on December 31, 1996. Carnegie Natural
Gas Sales, Inc. is an unregulated marketer of natural gas. These companies
comprise the "Gas Gathering and Processing" component of the Marathon Group's
operations, as referenced in "Management's Discussion and Analysis of Financial
Condition and Results of Operations."
Carnegie is regulated as a public utility by state commissions within its
service areas, while CIPCO is regulated by FERC as an interstate pipeline. Total
natural gas throughput was 34 bcf in 1996 and 1995 and 28 bcf in 1994.
Power Generation
In 1995, Marathon formed a new business unit, Marathon Power Company, Ltd.
("Marathon Power"), to pursue development, construction and operation of
independent electric power projects in the global electrical power market. The
unit has a geographic focus in Latin America, Europe, North Africa and the Asia
Pacific Region. During early 1996, Marathon Power and a co-venturer formed
ElectroGen International, L.L.C., a joint venture company, to pursue electric
power generation projects principally in India, Pakistan, Thailand and Vietnam.
Property, Plant and Equipment Additions
For property, plant and equipment additions, including capital leases, see
"Management's Discussion and Analysis of Financial Condition, Cash Flows and
Liquidity - Capital Expenditures" for the Marathon Group on page M-25.
20
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 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 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 and their associated regulations 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 finalized 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 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" on page M-27 and "Legal Proceedings" for the
Marathon Group on page 43.
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. 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 its operating facilities, marketing areas, production processes and
whether or not it is engaged in the petrochemical business or the marine
transportation of crude oil.
Air
The 1990 Amendments to the CAA imposed more stringent limits on air
emissions, established a federally mandated operating permit program and allowed
for enhanced civil and criminal enforcement sanctions. The principal impact of
the 1990 Amendments to the CAA on the Marathon Group is on its RM&T operations.
The amendments established attainment deadlines and control requirements based
on the severity of air pollution in a geographical area. For example, starting
in October 1993, the amendments required a reduction in the amount of sulfur in
diesel fuel produced for highway transportation use, and, starting in January
1995, cleaner burning RFG was required in nine metropolitan areas classified as
severe or extreme for ozone non-attainment, and in other areas opting into the
program. The standards for RFG become even more stringent in the year 2000, when
Phase II RFG will be required.
In November 1996, the Environmental Protection Agency ("EPA") proposed and
published for comment revisions to the National Ambient Air Quality Standards
for ozone and particulate matter. The EPA proposed to replace the existing
standards with significantly more stringent ones. It is anticipated that the EPA
will issue final standards this year. The impact of these revised standards
could be significant to
21
Marathon, but the potential financial effects cannot be reasonably estimated
until the final revised standards are issued and, more importantly, the states
implement their State Implementation Plans covering their standards.
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 state laws similar to OPA-90, but with
expanded liability provisions, including provisions for cargo owners as well as
ship owners. Marathon has implemented approximately 50 emergency oil response
plans for all its components and facilities covered by OPA-90.
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.
Remediation
The Marathon Group operates certain retail outlets 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 may be recoverable from state UST
reimbursement funds once the applicable deductibles have been satisfied.
Accruals for remediation expenses and associated reimbursements are established
for sites where contamination has been determined to exist and the amount of
associated costs is reasonably determinable.
USX is also involved in a number of remedial actions under RCRA, CERCLA and
similar state statutes related to the Marathon Group. It is possible that
additional matters relating to the Marathon Group may come to USX's attention
which may require remediation. For a discussion of remediation matters relating
to the Marathon Group, see "Legal Proceedings - Environmental Proceedings" on
page 43.
22
Capital Expenditures
For information on capital expenditures for environmental controls in 1994,
1995 and 1996 and estimated capital expenditures for such purposes in 1997 and
1998, 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 on page M-27.
23
U.S. STEEL GROUP
The U. S. Steel Group includes U. S. Steel, the largest integrated steel
producer in the United States, which is primarily engaged in the production and
sale 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, and leasing and financing activities. U. S. Steel Group revenues as
a percentage of total USX consolidated revenues were 27% in 1996, and 31% in
each of 1995 and 1994.
The following table sets forth the total revenues of the U. S. Steel Group
for each of the last three years. Such information does not include revenues by
joint ventures and other affiliates of USX accounted for by the equity method.
Revenues
(Millions) 1996 1995 1994
------ ------ ------
Steel and Related Businesses
Sheet and Tin Mill Products................... $4,071 $4,022 $3,806
Plate, Tubular and Other Steel Mill Products.. 1,241 1,279 1,048
Taconite Pellets and Coke..................... 548 525 552
Coal.......................................... 209 206 202
All Other..................................... 409 359 310
Other Businesses................................ 54 65 148
Asset Sales..................................... 15 19 11
------ ------ ------
TOTAL REVENUES (a).............................. $6,547 $6,475 $6,077
====== ====== ======
- ----------
(a) Amounts in 1995 and 1994 were reclassified to conform to 1996
classifications.
For additional financial information about all of USX's industry segments,
see "Financial Statements and Supplementary Data - Notes to Consolidated
Financial Statements - 8. Operations and Segment Information" on page U-13.
The total number of active U. S. Steel Group employees at year-end was
20,433 in 1996. Most hourly and certain salaried employees are represented by
the United Steelworkers of America ("USWA").
U. S. Steel entered into a five and one-half year contract with the USWA,
effective February 1, 1994, covering approximately 15,000 employees. The
contract provided for the reopener negotiations of specific payroll items with
the contingency for binding interest arbitration if agreement concerning such
items was not reached. The parties did not reach a settlement and U. S. Steel
and the USWA submitted their final offers to arbitration. Both final offers
follow the settlements reached by other major integrated producers through
interest arbitration. The sole issue in dispute concerns the timing of a final
lump-sum bonus payment in 1999. Following the interest arbitration, which will
be held in March of 1997, the revised contract terms will become retroactively
effective as of February 1, 1997.
In January 1994, U. S. Steel Mining Co., Inc., presently known as U. S.
Steel Mining Company, LLC ("U. S. Steel Mining"), entered into a five-year
agreement with the United Mine Workers of America which now covers
approximately 1,100 employees. The contract provided for the reopener
negotiations of economic items and the parties reached a settlement agreement
in December 1996.
24
Steel Industry Background and Competition
The domestic steel industry is cyclical and highly competitive and is
affected by excess world capacity which has restricted price increases during
periods of economic growth and led to price decreases during economic
contraction. In addition, the domestic steel industry, including U. S. Steel,
faces competition from producers of materials such as aluminum, cement,
composites, glass, plastics and wood in many markets.
U. S. Steel is the largest integrated steel producer in the United States
and competes with many domestic and foreign steel producers. Domestic
competitors include integrated producers which, like U. S. Steel, use iron ore
and coke as primary raw materials for steel production, and mini-mills which
primarily use steel scrap and increasingly iron bearing feedstocks as raw
materials. Mini-mills generally produce a narrower range of steel products
than integrated producers, but typically enjoy certain competitive advantages
such as lower capital expenditures for construction of facilities and non-
unionized work forces with lower employment costs and more flexible work
rules. An increasing number of mini-mills utilize thin slab casting technology
to produce flat-rolled products, and several additional flat-rolled mini-mill
plants have commenced operation in 1996 or will commence operations in 1997.
Through the use of thin slab casting, mini-mill competitors are increasingly
able to compete directly with integrated producers of flat-rolled products.
Depending on market conditions, the additional production generated by flat-
rolled mini-mills could have an adverse effect on U. S. Steel's selling prices
and shipment levels.
The domestic steel industry has, in the past, been adversely affected by
unfairly traded imports. Steel imports to the United States accounted for an
estimated 23%, 21% and 25% of the domestic steel market in 1996, 1995 and
1994, respectively. Steel imports increased sharply in the second half of 1996
and, in November and December, accounted for an estimated 29% and 25%,
respectively, of the domestic market. Foreign competitors typically have lower
labor costs, and are often owned, controlled or subsidized by their
governments, allowing their production and pricing decisions to be influenced
by political and economic policy considerations as well as prevailing market
conditions. Increases in levels of imported steel could adversely affect
future market prices and demand levels for domestic steel.
Carbon cut-to-length plate products accounted for 9% of U. S. Steel Group
shipments in 1996. On November 5, 1996, two other domestic steel plate
producers filed antidumping cases with the U.S. Department of Commerce
("Commerce") and the International Trade Commission ("ITC") asserting that
Russia, China, Ukraine, and South Africa have engaged in unfair trade
practices with respect to the export of carbon cut-to-length plate to the
United States. U. S. Steel Group supports these cases. In December 1996, the
ITC announced a preliminary determination of injury to the domestic industry
from these unfairly traded imports. In the next step, Commerce is required to
make a preliminary determination sometime during the second quarter of 1997,
whether or not carbon cut-to-length steel plate is being dumped in the United
States from each of these four countries. Final determination of dumping, by
Commerce, and of material injury, by the ITC, may occur sometime during the
third quarter of 1997.
Oil country tubular goods ("OCTG") accounted for 6% and 4% of U. S. Steel
Group shipments in 1996 and 1995, respectively. On June 30, 1994, in
conjunction with six other domestic producers, USX filed antidumping and
countervailing duty cases with Commerce and the ITC asserting that seven
foreign nations have engaged in unfair trade practices with respect to the
export of OCTG. In June 1995, Commerce issued its final affirmative
determinations of the applicable margins of dumping and/or subsidies in the
OCTG cases against producers in all seven countries. On July 24, 1995, the ITC
rendered determinations that there had been material injury to domestic
producers by reason of illegal dumping of imported products. Determinations
favorable to domestic producers were rendered with respect to OCTG imports
from Argentina, Italy, Japan, Korea and Mexico and with respect to imports of
drill pipe from Argentina, Japan and Mexico.
25
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'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 mini-mills 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."
Business Strategy
U. S. Steel produces raw steel at Gary Works in Indiana, Mon Valley Works
in Pennsylvania and Fairfield Works in Alabama.
Beginning in the early 1980's, U. S. Steel 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,
where superior quality and special characteristics are of critical importance.
These products include bake hardenable steels and coated sheets for the
automobile and appliance industries, laminated sheets for the manufacture of
motors and electrical equipment, improved tin mill products for the container
industry and oil country tubular goods. In 1996, U. S. Steel added two key
production facilities that will produce higher value-added products - the
vacuum degasser at Mon Valley Works which will provide U. S. Steel the
opportunity to produce ultra low carbon sheet grades primarily for automotive
application, and a new galvanized/galvalume line at Fairfield Works, which
will add 260,000 tons to annual galvanizing capacity. In February, 1997, U. S.
Steel Group and Kobe Steel, Ltd, of Japan signed a memorandum of understanding
to construct a second hot-dip galvanized sheet product line at the PRO-TEC
Coating Company (a 50/50 joint venture between USX and Kobe Steel), and in
January 1997, U. S. Steel Group and Olympic Steel, Inc. announced they will
form a 50/50 joint venture to process laser welded sheet steel blanks (see
"Joint Venture and Other Investments" discussion below for more information).
In addition, U. S. Steel continues 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.
Since 1982, U. S. Steel has invested approximately $4.0 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.
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."
Steel and Related Businesses
U. S. Steel operates plants which produce steel mill products in a variety
of forms and grades. Raw steel production was 11.4 million tons in 1996,
compared with 12.2 million tons in 1995 and 11.7 million tons in 1994. Raw
steel produced was nearly 100% continuous cast in 1996, 1995 and 1994. Raw
steel production averaged 89% of capability in 1996, compared with 97% of
capability in 1995 and 97% of capability in 1994. As a result of improvements
in operating efficiency, U. S. Steel increased its stated annual
26
raw steel production capability by 0.3 million tons to 12.8 millions tons for
1996 (7.7 million at Gary Works, 2.8 million at Mon Valley Works and 2.3
million at Fairfield Works), following an increase of 0.5 million tons in 1995
to 12.5 million tons.
Steel shipments were 11.4 million tons in 1996 and 1995, and 10.6 million
tons in 1994. U. S. Steel Group shipments comprised approximately 11% of the
domestic steel market in 1996. Exports accounted for approximately 4% of U. S.
Steel Group shipments in 1996, compared with 13% in 1995 and 3% in 1994.
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.
Steel Shipments By Market and Product
Plates,
Sheets & Tubular
Major Market - 1996 Tin Mill & Other Total
- -------------------- -------- ------- ------
(Thousands of Net Tons)
Steel Service Centers................... 2,268 563 2,831
Further Conversion:
Trade Customers........................ 1,014 213 1,227
Joint Ventures......................... 1,542 0 1,542
Transportation (Including Auto)......... 1,506 215 1,721
Containers.............................. 874 0 874
Construction and Construction Products.. 746 119 865
Oil, Gas and Petrochemicals............. 0 746 746
Export.................................. 377 116 493
All Other............................... 910 163 1,073
----- ----- ------
TOTAL.................................. 9,237 2,135 11,372
===== ===== ======
Major Market - 1995
- -------------------
(Thousands of Net Tons)
Steel Service Centers................... 1,954 610 2,564
Further Conversion:
Trade Customers........................ 971 113 1,084
Joint Ventures......................... 1,332 0 1,332
Transportation (Including Auto)......... 1,447 189 1,636
Containers.............................. 857 0 857
Construction and Construction Products.. 565 106 671
Oil, Gas and Petrochemicals............. 1 747 748
Export.................................. 1,296 219 1,515
All Other............................... 844 127 971
----- ----- ------
TOTAL.................................. 9,267 2,111 11,378
===== ===== ======
Major Market - 1994
- -------------------
(Thousands of Net Tons)
Steel Service Centers................... 2,008 772 2,780
Further Conversion:
Trade Customers........................ 1,008 50 1,058
Joint Ventures......................... 1,308 0 1,308
Transportation (Including Auto)......... 1,721 231 1,952
Containers.............................. 955 7 962
Construction and Construction Products.. 533 189 722
Oil, Gas and Petrochemicals............. 0 367 367
Export.................................. 275 80 355
All Other............................... 920 144 1,064
----- ----- ------
TOTAL.................................. 8,728 1,840 10,568
===== ===== ======
27
The following table set forth products and services by facility:
Principal Products and Services
Gary...................................... Sheets & Tin Mill; Plates; Coke
Fairfield................................. Sheets; Tubular Products
Mon Valley................................ Sheets
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) Operations at the Fairless sheet and tin finishing facilities are sourced
primarily with hot-strip mill coils from other U. S. Steel plants.
USX and its wholly owned subsidiary, U. S. Steel Mining, have domestic coal
properties with demonstrated bituminous coal reserves of approximately 860
million net tons at year-end 1996 compared with approximately 863 million net
tons at year-end 1995. The reserves are of metallurgical and steam quality in
approximately equal proportions. They are located in Alabama, Pennsylvania,
Virginia, West Virginia, Illinois and Indiana. Approximately 80% 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. Coal production was 7.3 million tons in 1996, compared with 7.5 million
tons in 1995 and 7.4 million tons in 1994. Coal production averaged 90% of
capability in 1996, compared with 93% of capability in 1995 and 94% of
capability in 1994. Coal shipments were 7.1 million tons in 1996, compared
with 7.5 million tons in 1995 and 7.7 million tons in 1994. U. S. Steel
Mining's Maple Creek coal mine and a related preparation plant located in
Pennsylvania were idled in January 1994 and sold in June 1995.
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 716 million tons at year-end 1996, substantially all
of which are iron ore concentrate equivalents available from low-grade iron-
bearing materials. All demonstrated reserves are located in Minnesota.
Approximately 35% of these reserves are owned and the remaining 65% are
leased. Most of the leased reserves are covered by a lease expiring in 2058
and the remaining leases have expiration dates ranging from 2021 to 2026. U.
S. Steel's iron ore operations at Mt. Iron, MN ("Minntac") produced 15.1
million net tons of taconite pellets in 1996, 15.3 million net tons in 1995
and 16.0 million net tons in 1994. Iron ore production averaged 85% of
capability in 1996, compared with 86% of capability in 1995 and 90% of
capability in 1994. Iron ore shipments were 15.0 million tons in 1996,
compared with 15.2 million tons in 1995 and 16.2 million tons in 1994.
USX's Resource Management administers the remaining mineral lands and
timber lands of U. S. Steel 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 16 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.
For significant operating data for Steel and Related Businesses for each of
the last five years, see "USX Consolidation Financial Statements and
Supplementary Data - Five-Year Operating Summary - U. S. Steel Group" on page
U-36.
28
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
in this section. The Other Businesses that are included in the U. S. Steel Group
accounted for 1% of the U.S. Steel Group's sales in 1996, 1% in 1995 and 2% in
1994.
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 manages a portfolio of approximately $76 million of real estate and
equipment loans which are generally secured by the real property or equipment
financed. USX Credit is not actively making new loan commitments.
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 and other
investments are described below, all of which are at least 50% owned except
Transtar, Inc. ("Transtar") and RMI Titanium Company ("RMI"). For financial
information regarding joint ventures and other investments, see "Financial
Statements and Supplementary Data - Notes to Financial Statements - 15.
Investments and Long-term Receivables" for the U. S. Steel Group on page S-15.
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. USS-POSCO Industries' annual shipment capacity is 1.4 million
tons with hot bands provided by U. S. Steel and POSCO. Total shipments were
approximately 1.5 million tons in 1996.
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, Ohio 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.
Total shipments in 1996 were approximately 1.6 million tons. USS/Kobe Steel
Company entered into a five and one-half year labor contract with the USWA
effective February 1, 1994, covering approximately 2,300 employees. USS/Kobe
Steel Company's annual raw steel capability is 2.6 million tons with iron ore
and coke provided primarily by U. S. Steel. Raw steel production was
approximately 2.0 million tons in 1996.
USX and Kobe participate in a joint venture ("PRO-TEC Coating Company")
which owns and operates a hot-dip galvanizing line in Leipsic, Ohio. The
facility commenced operations in early 1993. Capacity is 600,000 tons per year
with substrate coils provided by U. S. Steel. PRO-TEC Coating Company produced
652,000 tons of galvanized steel in 1996. In February, 1997, USX and Kobe signed
a memorandum of understanding to construct a second hot-dip galvanized sheet
product line at the PRO-TEC Coating Company with a yearly capacity of 400,000
tons. Construction is anticipated to begin in the first quarter of 1997 with
startup of operations projected for third quarter 1998. Uncoated coils would be
provided by U. S. Steel.
USX and Worthington Industries Inc. participate in a joint venture known as
Worthington Specialty Processing which operates a steel processing facility in
Jackson, Mich. The plant is operated by Worthington Industries, Inc. and is
dedicated to serving U. S. Steel customers. The facility contains
29
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 processing capacity of 600,000
tons annually. In 1996, Worthington Specialty Processing processed 455,000 tons.
USX and Rouge Steel Company participate in Double Eagle Steel Coating
Company ("DESCO"), a joint venture which operates an electrogalvanizing facility
located in Dearborn, Mich. This facility enables U. S. Steel to further supply
the automotive demand for steel with corrosion resistant properties. 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 870,000 tons of electrogalvanized steel annually, with availability
of the facility shared equally by the partners. In 1996, DESCO produced 848,000
tons of electrogalvanized steel.
In 1997, U. S. Steel Group and Olympic Steel, Inc. announced that
they will form a 50/50 joint venture to process laser welded sheet steel blanks.
The joint venture, which will conduct business as Olympic Laser Processing,
plans to construct a new facility and purchase two laser welding lines in 1997,
with production expected to begin in 1998. Laser welded blanks are used in the
automotive industry for an increasing number of body fabrication applications.
U. S. Steel will be the venture's primary customer and will be responsible for
marketing the laser welded blanks.
USX owns a 46% interest in Transtar, which in 1988 purchased 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 53% of Transtar, and the
senior management of Transtar owns the remaining 1%.
USX owns a 27% interest in RMI, a leading producer of titanium metal
products. RMI is a publicly traded company listed on the New York Stock
Exchange. USX's ownership in RMI reflects a decrease of approximately 24% from
1995. For additional information, see Note 5 to the U. S. Steel Group Financial
Statements.
National-Oilwell, a joint venture between USX and National Supply
Company, Inc., a subsidiary of Armco Inc., which operated in the oil field
service industry, was sold in January 1996.
Property, Plant and Equipment Additions
For property, plant and equipment additions, including capital leases,
see "Management's Discussion and Analysis of Financial Condition, Cash flows and
Liquidity - Capital Expenditures" for the U. S. Steel Group on page S-26.
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 U. S.
Steel 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 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").
30
The U. S. Steel Group has voluntarily participated in and successfully
completed the Environmental Protection Agency ("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 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 Council at U. S.
Steel Group operating facilities. Additionally, over the past eight years, it
has reduced the volume of toxic releases reported under the Superfund Amendments
and Reauthorization Act of 1986 (Section 313) by 32%, 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 Discussion and Analysis of Financial Condition, Cash Flows and
Liquidity" on page S-26, and "Management's Discussion and Analysis of
Environmental Matters, Litigation and Contingencies" on page S-28 and "Legal
Proceedings" for the U. S. Steel Group on page 45.
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
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 its operating
facilities and its 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 in this section. 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 have complied with technology-
based limits at 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.
31
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 began 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 November 1996, the EPA proposed and published for comment revisions
to the National Ambient Air Quality Standards for ozone and particulate matter.
The EPA proposed to replace the existing standards with significantly more
stringent ones. It is anticipated that the EPA will issue final standards this
year. The impact of these revised standards could be significant to U. S. Steel,
but the potential financial effects cannot be reasonably estimated until the
final revised standards are issued and, more importantly, the states implement
their State Implementation Plans covering their standards.
In 1996, all of the coal production of U. S. Steel Mining was
metallurgical coal, which is primarily used in coke production. While USX
believes that the new environmental requirements for coke ovens will not have an
immediate effect on U. S. Steel Mining, the requirements may encourage
development of steelmaking processes that reduce the usage of coke.
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 has reached
preliminary agreement with the EPA for a sediment remediation plan for the
section of the Grand Calumet River that runs through Gary Works. As proposed,
this project would require five to six years to complete after approval and
would be followed by an environmental recovery validation. The estimated program
cost, which has been accrued, is approximately $30 million.
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 storage tanks. Since the EPA has not yet promulgated implementing
regulations relating to past disposal or handling operations, 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 cannot be
appraised until their implementation becomes more accurately defined. Corrective
action under RCRA related to past waste disposal activities is discussed below
under "Remediation."
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 of former
coke-making facilities and the closure of permitted hazardous and non-hazardous
waste landfills.
The U. S. Steel Group is also involved in a number of remedial actions
under CERCLA, RCRA and other federal and state statutes, and it is possible that
additional matters may come to its attention which may require remediation. For
a discussion of remedial actions related to the U. S. Steel Group, see "Legal
Proceedings - U. S. Steel Group Environmental Proceedings."
32
Capital Expenditures
For a discussion of environmental capital expenditures, see "U. S. Steel
Group - Management's Discussion and Analysis of Environmental Matters,
Litigation and Contingencies" on page S-28.
33
DELHI GROUP
The Delhi Group ("Delhi") consists of Delhi Gas Pipeline Corporation
("DGP") and certain other subsidiaries of USX which are engaged in the
purchasing, gathering, processing, treating, transporting and marketing of
natural gas. Delhi Group revenues as a percentage of total USX consolidated
revenues were 5% in 1996, and 3% in each of 1995 and 1994.
Delhi uses its 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 offers 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 by Delhi, 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, 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. 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. At February 28, 1997, Delhi owned interests in 17 natural
gas processing facilities including 21 gas processing plants, 11 of which were
50% owned and the remainder of which were wholly owned. Fifteen of the plants
were operating as of February 28, 1997. These facilities straddle Delhi's
pipelines and have been located to maximize utilization.
Delhi faces intense 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 1995 data published in the September 1996 Pipeline & Gas Journal, Delhi
ranked eighteenth among domestic pipeline companies in terms of total miles of
gas pipeline operated and fifth 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, including major integrated oil companies and some intrastate and
interstate pipeline companies, have substantially greater financial resources
and control larger supplies of gas than 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 such
customers.
Since the adoption of Federal Energy Regulatory Commission ("FERC") Order
No. 636 in 1992, competition has increased significantly in the domestic gas
industry and is expected to remain highly competitive in the future. On the
supply side, gas producers now have easier access to end-user sales markets,
which, at times, has resulted in the conversion of their contracts with
midstream gathering and distribution companies, like DGP, from sales to
transportation agreements. On the sales side, securing new premium service
agreements has become increasingly difficult. However, management believes that
its increased focus on core operating areas, an emphasis on sour gas gathering
and treating services and its ability to maintain a long-term dedicated reserve
base and to provide reliable sales services will enable the Delhi Group to
remain a competitive entity in the markets that it serves.
34
The total number of active employees at Delhi at year-end 1996 was 637.
Delhi employees are not represented by labor unions.
The Delhi Group's revenues and gross margin for each of the last three
years were:
(Dollars in millions) 1996 1995 1994
-------- ------- -------
Revenues
Gas sales and trading....... $ 917.8 $572.0 $490.9
Transportation.............. 17.5 11.7 11.7
Gas processing.............. 97.3 70.4 64.1
Gathering service fees (a).. 23.1 16.0 17.4
Other (b)................... 5.6 .4 1.0
-------- ------ ------
Total revenues (c)........ $1,061.3 $670.5 $585.1
======== ====== ======
Gross Margin (d)
Gas sales and trading....... $ 63.1 $ 56.0 $ 70.3
Transportation.............. 17.5 11.7 11.7
Gas processing.............. 31.4 24.7 15.6
Gathering service fees (a).. 23.1 16.0 17.4
-------- ------ ------
Total gross margin (c).... $ 135.1 $108.4 $115.0
======== ====== ======
- --------------------
(a) Prior to 1996, Delhi reported natural gas treating, dehydration, compression
and other service fees as a reduction to cost of sales. Beginning with 1996,
these fees are reported as revenue; accordingly, amounts for prior years
have been reclassified.
(b) Amounts in 1995 and 1994 were reclassified to conform to 1996
classifications.
(c) Includes Delhi's intergroup transactions with the USX - Marathon Group,
which are conducted on an arm's-length basis. The majority of these
transactions relate to transportation and gathering services, primarily for
volumes covered by long-term agreements, most of which are subject to
periodic price adjustments.
(d) Gas sales and trading reflects revenues less associated gas purchase costs.
Transportation reflects fees charged by Delhi for the transportation of
volumes owned by third parties. Gas processing 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. Gathering service fees
reflects fees charged by Delhi for treating, compressing and dehydrating.
For additional financial information about all of USX's industry segments,
see "Financial Statements and Supplementary Data - Notes to Consolidated
Financial Statements - 8. Operations and Segment Information" on page U-13.
Natural Gas Gathering
Delhi provides a valuable service to producers of natural gas by providing
a direct market 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
these services, the gas flows through pipelines for ultimate delivery to market.
Delhi owns and operates extensive gathering systems which are strategically
located in major gas producing areas of Texas and Oklahoma. In 1996, Delhi
constructed pipelines to expand its east Texas and Oklahoma systems, and
purchased pipelines from third-parties to expand its west Texas system. Delhi's
principal intrastate natural gas pipeline systems interconnect with other
intrastate and interstate pipelines at more than 100 points, and totaled
approximately 7,360 miles at December 31, 1996, compared to
35
approximately 6,930 miles at December 31, 1995 and approximately 7,400 miles at
December 31, 1994. Total throughput was 365 billion cubic feet ("bcf") in 1996,
compared to 319 bcf in 1995 and 334 bcf in 1994.
Natural Gas Supply
Delhi obtains gas supplies from various sources, including major oil and
gas companies, other pipelines and 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.
Delhi generally buys gas at prices based on a market index. Gas purchase
contracts generally include provisions for periodically renegotiable 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 may 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. As of December 31, 1996,
Delhi's potential liability on take-or-pay contracts was 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,
acquisitions of third-party systems, expansions of existing systems, 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.
The Delhi's dedicated gas reserves for each of the last three years were:
Dedicated Gas Reserves (a) 1996 1995 1994
------ ------ ------
(Billions of Cubic Feet)
Beginning of year......... 1,743 1,650 1,663
Additions............... 611 455 431
Production.............. (365) (317) (334)
Revisions/Asset Sales... - (45) (110)
----- ----- -----
Total (at year-end)....... 1,989 1,743 1,650
===== ===== =====
- -----------------
(a) Reserves typically associated with third-party wells, to be purchased or
transported by Delhi.
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 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 1996, gas sales
represented
36
approximately 54% of Delhi's total systems throughput and 47% of Delhi's total
gross margin. Delhi sells gas under both firm and interruptible contracts at
varying volumes, and in 1996 sold gas to over 350 customers.
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. Delhi serves over 40 LDCs
and UEGs, and total sales to these customers in 1996 exceeded 107 bcf. Delhi
also sells gas to industrial end-users. Although these customers are generally
more price-sensitive, they diversify Delhi's customer base and provide a stable
market for natural gas.
In order to increase flexibility for supplying gas to premium customers,
and in balancing its gas supply, Delhi has an arrangement with a large LDC in
Texas to store up to 2.5 bcf of natural gas in an east Texas storage facility,
and has, from time to time, entered into various other storage agreements. As of
January 31, 1997, Delhi had 3.1 bcf of natural gas in storage pursuant to these
arrangements.
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 primarily at
market sensitive prices with the unit margin fluctuating 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.
Delhi's four largest gas sales customers accounted for 21% of total
revenues in 1996, 19% in 1995 and 30% in 1994. Sales to these customers
contributed 19%, 19% and 24% of total gross margin in 1996, 1995 and 1994,
respectively. For the years 1996, 1995 and 1994, Delhi's four largest customers
were ONEOK, Inc. ("ONEOK"), which includes Oklahoma Natural Gas Company, the
largest LDC in Oklahoma; Noram Energy Corp., which includes Entex, the second
largest LDC in Texas; Central and South West Corporation ("CSW"), which includes
UEGs primarily serving locations in Oklahoma, Texas, Louisiana and Arkansas; and
Enserch Corp., which includes Lone Star Gas Company, the largest LDC in Texas,
serving the north central part of the state. CSW includes Central Power and
Light Company and Southwestern Electric Power Company, which operate in
different geographical areas, but have centralized purchasing functions. 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,
Delhi would be adversely affected to the extent it is unable to find alternative
customers to buy gas at the same level of profitability.
During 1996 and 1994, one customer, ONEOK, accounted for 10% or more of the
Delhi Group's total revenues. Delhi has maintained long-term sales relationships
with many of its customers and has done business with ONEOK since 1971. ONEOK
accounted for 10%, 7%, and 13% of total revenues in 1996, 1995 and 1994,
respectively. Delhi executed a 10-year contract with ONEOK in 1992 which
provided for annual negotiation of contract prices. During the 1995 negotiation
process, Delhi and ONEOK agreed to pricing terms and volume commitments for the
next two contract years with options for the following year. Annual
renegotiation rights become effective with the 1997-1998 contract year, or the
sixth year of the contract.
Delhi continues to pursue opportunities for long-term gas sales to LDCs and
UEGs. Delhi can sell gas to customers which are not directly connected to its
pipeline systems ("off-system") because of its numerous interconnections with
other pipelines and the availability of transportation service from other
pipelines. These interconnections give Delhi access to virtually every
significant interstate pipeline in the
37
United States and permit it to take advantage of regional pricing differentials,
when not limited by the availability of downstream pipeline capacity.
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. 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 increased
competition and the lower level of service typically received by the off-system
customers. However, firm off-system sales to LDCs and UEGs generally provide a
premium over off-system industrial and spot market sales. During 1996, Delhi
negotiated 14 firm sales of gas moving to off-system markets.
In 1996, Delhi continued to significantly expand its natural gas trading
operations in order to increase its customer base and provide greater
opportunities for attracting off-system customers requiring firm supply
services. The trading business, which began in 1994, involves the purchase of
natural gas from sources other than wells directly connected to Delhi's systems,
and the subsequent sale of like volumes. Although unit margins earned in the
trading business are significantly less than those earned on firm system sales,
the increased volumes provide more flexibility in reacting to changes in on- and
off-system market demands.
With the deregulation of the gas industry, LDCs are opening their systems
to transportation, allowing companies like Delhi to sell gas to customers
downstream of the LDCs. To pursue these downstream markets, Delhi opened a
marketing office in the Chicago area in late 1995 and another in Pittsburgh in
early 1996. These offices serve those industrial and commercial end-users behind
the LDCs in the Midwest and Northeast where unit margins exceed those on the
spot market. In addition to on-system supplies, Delhi intends to use volumes
from its trading operations to supply these downstream markets.
The Delhi Group's natural gas volumes for each of the last three years
were:
Natural Gas Volumes 1996 1995 1994
----- ----- -----
(Billions of Cubic Feet)
Natural Gas Sales............... 198.9 206.9 227.9
Transportation.................. 166.4 109.7 99.1
----- ----- -----
Total Systems................. 365.3 316.6 327.0
Trading Sales................... 204.6 154.7 34.6
Partnership - equity share (a).. - 1.9 7.1
----- ----- -----
TOTAL........................... 569.9 473.2 368.7
===== ===== =====
- ----------------
(a) Related to an investment in Ozark, which was sold in 1995.
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. Transportation services
accounted for approximately 46% of Delhi's total systems throughput and 13% of
its total gross margin in 1996, compared with 35% and 11%, in 1995.
38
Gas Processing and NGLs Marketing
Gas Processing
Natural gas processing involves the extraction of NGLs (ethane, propane,
isobutane, normal butane and 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,
by choosing not to extract certain NGLs from the gas stream or, to a lesser
extent, by starting up or idling processing plants. 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 February 28, 1997, 15 of Delhi's 21
plants were operating.
The following table sets forth information about Delhi's processing plants
as of December 31, 1996:
Processing Plants
Gross Gross
Natural Gas NGLs
Number Throughput Production
Location of Plants Capacity Capacity
- -------- --------- -------- --------
(Millions of Cubic (Thousands of
Feet per Day) Gallons per Day)
Oklahoma (a)(b) 11 465.0 1289.0
East Texas 3 355.0 500.0
West Texas 2 140.0 380.0
South Texas 3 85.0 220.0
Louisiana (c) 2 32.0 36.0
------------- -- ------- -------
Total 21 1,077.0 2,425.0
======= =======
- ------------------
(a) Plants in Oklahoma are 50% owned (plants in all other states are 100%
owned).
(b) Three Plants with total Gross Natural Gas Throughput Capacity of 80 million
cubic feet per day and total Gross NGLs Production Capacity of 168 thousand
gallons per day were idle at December 31, 1996.
(c) Idle at December 31, 1996. These plants were written down to net realizable
value in 1994.
Delhi retains the rights to the NGLs on more than 82% 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.
NGLs Marketing
Delhi markets NGLs either at the two major domestic marketing centers for
NGLs, Mont Belvieu, Texas and Conway, Kansas, 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.
39
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 1996, Delhi marketed 289 million gallons ("mmgal") of NGLs to over
45 different customers at spot market prices. In the past, Delhi has entered
into agreements with third parties to store NGLs, in order to provide the
flexibility to delay NGLs sales until demand and prices are higher.
Delhi's NGLs sales volumes totaled 289 mmgal, 289 mmgal and 276 mmgal in
1996, 1995 and 1994, respectively. In addition, NGLs volumes which Delhi
processed for third parties for a fee totaled 68 mmgal, 29 mmgal and 30 mmgal in
1996, 1995 and 1994, respectively. Gas processing unit margins averaged 11 cents
per gallon in 1996, compared with 9 cents per gallon in 1995 and 6 cents per
gallon in 1994.
Other Services
In June 1995, Delhi received FERC approval to market wholesale electric
power and began limited trading in December 1995. Management believes that the
electric power business is a natural extension of and a complement to its
existing energy services. This added service should eventually enable Delhi to
offer both gas and electric services to those industrial and commercial
customers who can readily switch energy sources. In 1996, the marketing and
trading of electric power generated revenues of $5.1 million, on sales of
approximately 230 million megawatt hours of electricity. The Delhi Group may
also pursue cogeneration opportunities to convert its gas into electricity to
capture summer peaking premiums.
Property, Plant and Equipment Additions
For property, plant and equipment additions see "Management's Discussion
and Analysis of Financial Condition, Cash Flows and Liquidity - Capital
Expenditures" for the Delhi Group on page D-22.
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 rates charged 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 available amounts of such high-priority gas, 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.
40
Delhi generally does not engage in the type of sales or transportation
transactions that would subject it to cost of service regulation in the states
where it does business.
FERC Regulation
As a gas gatherer and an operator of intrastate pipelines, Delhi is
generally exempt from regulation under the Natural Gas Act of 1938 ("NGA"). In
the second quarter of 1995, Delhi sold its 25% partnership interest in Ozark,
which was subject to FERC regulations under the NGA and the Natural Gas Policy
Act of 1978 ("NGPA"). The FERC 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
addition, Delhi is able to make sales for resale in interstate commerce at
market-based rates pursuant to blanket authority issued by the FERC under Order
No. 547.
Environmental Matters
The Delhi Group maintains a comprehensive environmental policy overseen by
the Public Policy Committee of the USX Board of Directors. The Environmental
Affairs and Safety 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 with respect to releases
and remediation of hazardous substances. In addition, the 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 on page D-24.
The Delhi Group has incurred and will continue to incur capital and
operating and maintenance expenditures as a result of environmental laws and
regulations, although such expenditures have historically not been material. 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 its operating facilities and its
production processes.
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.
Under various timetables, all
41
facilities that are major sources as defined by the CAA will require Title V
permits. Delhi anticipates that such permits will ultimately be required at
approximately 22 locations in Oklahoma and Texas.
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
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
For information concerning capital expenditures for environmental controls
in 1994, 1995 and 1996 and estimated capital expenditures for such purposes in
1997 and 1998, 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 on
page D-24.
42
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 the Item 1. 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 - 18. Leases" on page U-21.
The basis for estimating oil and gas reserves is set forth in "Consolidated
Financial Statements and Supplementary Data - Supplementary Information on Oil
and Gas Producing Activities - Estimated Quantities of Proved Oil and Gas
Reserves" on pages U-32 and U-33.
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, 1996.
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
included below in this discussion. 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.
Marathon Group
Environmental Proceedings
The following is a summary of proceedings attributable to the Marathon
Group that were pending or contemplated as of December 31, 1996, under federal
and state environmental laws. Except as described herein, it is not possible to
predict accurately 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
various factors including 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
43
reasonably estimate its ultimate cost of compliance with CERCLA. Projections,
provided in the following paragraphs, of spending for and/or timing of
completion of specific projects may be affected by these factors.
At December 31, 1996, USX had been identified as a PRP at a total of 16
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 each of
these sites will be under $1 million per site and most will be under $100,000.
In addition, there are 13 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.
There are also 69 additional sites, excluding retail marketing outlets,
related to the Marathon Group where remediation is being sought under other
environmental statutes, both federal and state, or where private parties are
seeking remediation 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 36 of these sites will be under $100,000 per site, another 26
sites have potential costs between $100,000 and $1 million per site and 6 sites
may involve remediation costs between $1 million and $5 million per site.
There is one location that involves a remediation program in cooperation
with the Michigan Department of Natural Resources at a closed and dismantled
refinery site located near Muskegon, Mich. During the next 10 to 20 years, the
Marathon Group anticipates spending between $8 million and $12 million at this
site. Anticipated expenditures for 1997 are $250,000.
In addition to the sites described above, the Marathon Group is involved
with a voluntary corrective action program at its Robinson, Ill. refinery to
remediate five Solid Waste Management Units at a total estimated cost of $7.7
million. As of December 31, 1996, $300,000 of this amount remains to be spent.
This program is expected to be completed during 1997.
In March 1996, the U.S. Department of Justice ("DOJ") filed a civil
complaint in the U.S. District Court, Southern District, Illinois against the
Robinson, Ill. refinery for violations of the Clean Air Act ("CAA") and Resource
Conservation and Recovery Act ("RCRA"). The CAA violations are alleged to arise
from the past noncompliance with the State of Illinois opacity, particulate and
carbon monoxide air emission standards. The Marathon Group contends that it is
currently in compliance with these standards. The RCRA violation, which deals
with a land treatment unit, arises from alleged past noncompliance with
regulations that require the pretreatment of hazardous waste prior to disposal
in a land treatment unit. A tentative settlement has been reached with the U.S.
Environmental Protection Agency ("EPA"), Region 5 (Chicago) and U.S. DOJ for a
penalty of less than $100,000 and the Marathon Group has agreed to perform a
Supplemental Environmental Project ("SEP"). Negotiations continue as to the
type and cost of the SEP. In addition, as a result of a "stack test" taken in
August 1996, U.S. EPA, Region 5 issued, in October 1996, a Notice of Violation
("NOV") against the Refinery alleging an additional violation of the State's air
emission standard dealing with particulate matter. Negotiations to settle this
NOV continue.
In October 1996, U.S. EPA Region 5 issued a Finding of Violation ("FOV")
against the Robinson Refinery alleging that it does not qualify for an exemption
under the National Emission Standards for Benzene Waste Operations pursuant to
the CAA because the Refinery's Total Annual Benzene releases exceed the
limitation of 10 megagrams per year, and as a result, the Refinery is in
violation of the emission control, record keeping, and reports requirements.
The Marathon Group contends that it does qualify for the exemption.
The Illinois State Attorney General's ("AG") Office is challenging the
integrity of the sewer system at the Marathon Group's Robinson refinery based,
in part, on a release to the sewer that occurred in
44
April 1993, and has recommended a civil penalty of $228,000. In October 1995,
the Marathon Group notified the AG's Office that a compatibility study of the
sewer system has been performed indicating that the system is compatible for the
types of material which are discharged into it. In February 1996, the Marathon
Group submitted its settlement offer whereby it would agree to implement a Sewer
Inspection, Repair and Remediation Program. This Program has been implemented
and negotiations continue with the AG's office regarding this matter.
Posted Price Litigation
The Marathon Group, alone or with other energy companies, has been named in
a number of lawsuits in State and Federal courts alleging underpayment of crude
oil royalty interests and severance taxes on the basis of posted prices.
Plaintiffs in these actions include governmental entities and private entities
or individuals, and some seek class action status. All of these cases are in
various stages of preliminary activities. The Marathon Group intends to
vigorously defend such cases and its crude oil valuation and royalty and
severance tax payment practices.
U. S. Steel Group
B&LE Litigation
In 1994, judgments against the Bessemer & Lake Erie Railroad ("B&LE") in
the amount of approximately $498 million, plus interest, in the Lower Lake Erie
Iron Ore Antitrust Litigation were upheld and have been paid. A trial in a
related lawsuit (Pacific Great Lakes Corporation v. B&LE) filed under the Ohio
Valentine Act in the Cuyahoga County (Ohio) Court of Common Pleas in September
1995, was concluded in February 1996, with a jury verdict finding no injury to
the plaintiff. The plaintiff has appealed the verdict to the Cuyahoga County
Court of Appeals.
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 46% equity interest. USX is obligated to reimburse Transtar for
judgments against the B&LE in these matters.
Fairfield Agreement Litigation
A civil action (Cox, et al. v. USX et al.) was commenced in December 1988
against USX and the United Steelworkers of America ("USWA") in the District
Court in the Northern District of Alabama, and arose out of the negotiation of a
local labor agreement entered in 1983 at USX's Fairfield, (Ala.) Works. In the
complaint, the plaintiffs alleged that the labor concessions contained in the
1983 Fairfield Works Agreement were obtained only as a result of a promise by
USX to grant pensions to the USWA negotiators. The plaintiffs' Complaint
asserted five causes of action arising out of this alleged conduct, including
claims asserted under the Racketeer Influenced and Corrupt Organization Act and
the Employee Retirement Income Security Act. In August 1990, the District Court
ruled that the damage claims could be maintained as a class action.
In October 1996, a jury returned a verdict in favor of USX and co-defendant
USWA on all counts, and all damage claims asserted in the case were dismissed.
Plaintiffs expressed their intent to appeal the jury verdicts.
In December 1996, the parties tentatively agreed to settle all matters in
the litigation with a payment by USX of $2 million, with all parties to bear
their own costs. The Court preliminarily approved the class settlement and
directed that notice be given to class members. In addition, a fairness hearing
was set for April 4, 1997, to consider final approval of the Settlement
Agreement.
Aloha Stadium Litigation
45
A jury trial was held in 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. In October 1993, the jury returned a verdict finding no
liability on the part of U. S. Steel. The State appealed the decision to the
Supreme Court of Hawaii, which, on June 24, 1996, reversed the order of the
trial court granting U. S. Steel's motion to dismiss the plaintiffs' negligent
misrepresentation claim and also held the trial court's jury instructions on the
state's unfair and deceptive trade practices claim to be erroneous. The Supreme
Court has vacated the jury verdict and remanded the case to the trial court for
further proceedings.
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.
In 1994, the Patent Office issued a decision rejecting all claims of the Inland
patents. Inland has appealed this decision to the Patent Office Board of
Appeals which is expected to hold hearings in March 1997.
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, 1996, 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 various factors including 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. Projections, provided in the following paragraphs, of
spending for and/or timing of completion of specific projects may be affected by
these factors.
At December 31, 1996, USX had been identified as a PRP at a total of 24
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 cleanup and remediation costs in connection with nine of
these sites will be between $100,000 and $1 million per site and eight will be
under $100,000.
At one site, USX's former Duluth, Minn. Works, USX has spent $6.4 million
and currently estimates that it will spend another $5.7 million. The Duluth
Works was listed by the Minnesota Pollution Control Agency ("MPCA") under the
Minnesota Environmental Response and Liability Act ("MERLA") on its Permanent
List of Priorities. USX signed a Response Order by Consent with the MPCA in
1985
46
under which USX agreed to perform a Remedial Investigation and Feasibility
Study ("RI/FS") for a portion of Duluth Works, primarily focusing on the coke
plant area. After completion of the RI/FS, the Response Order by Consent
required USX to conduct the selected response action. The RI/FS was completed
in 1988, and the response actions for various operable units of the Duluth Works
site were selected in the MPCA's 1989 Record of Decision ("ROD"). The EPA has
consolidated and included the Duluth Works site with the St. Louis River and
Interlake sites on the EPA's National Priorities List. The Duluth Works cleanup
has proceeded since 1989. USX has agreed to consider an engineering study of
the estuary sediments and the construction of a breakwater in the estuary.
Depending upon the method and extent of remediation at this site, future costs,
which are presently unknown and indeterminable, may exceed existing estimates.
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 these sites:
1. The Buckeye Reclamation Landfill, near St. Clairsville, Ohio, has been used
at various times as a disposal site for coal mine refuse and municipal and
industrial waste. USX is one of 15 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 15 PRPs. Since 1992, USX has spent
$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 estimated to cost approximately $28.5
million. One of the PRPs filed suit against the EPA, the Ohio EPA, and 13
PRPs including USX. The EPA, in turn, has filed suit against the PRPs to
recover $1.5 million in oversight costs. In May 1996, USX entered into a
settlement agreement to resolve the litigation. USX agreed to pay 4.8% of
the estimated costs which would result in USX paying an additional amount
of approximately $1.1 million over a two- to three-year period.
2. The D'Imperio/Ewan sites in New Jersey are waste disposal sites where a
former USX subsidiary allegedly disposed of used paint and solvent wastes.
USX has entered into a settlement agreement with the major PRPs at the
sites which fixes USX's share of liability at approximately $1.2 million,
$400,000 of which USX has already paid. The balance, which is expected to
be paid over the next several years, has been accrued.
3. The Berks Associates/Douglassville Site ("Berks Site") is situated on a 50-
acre parcel located on the Schuylkill River in Berks County, Pa. Used oil
and solvent reprocessing operations were conducted on the Berks Site
between 1941 and 1986. The EPA undertook the dismantling of the Berks
Site's former processing area and instituted a cost recovery suit in July
1991 against 30 former Berks Site customers, as PRPs to recover $8 million
it expended in the process area dismantling. The 30 PRPs targeted by the
EPA joined over 400 additional PRPs in the EPA's cost recovery litigation.
On June 30, 1993, the EPA issued a unilateral administrative order to the
original 30 PRPs ordering remediation which the EPA estimates will cost
over $70 million. In June 1996, the PRPs proposed an alternative remedy
estimated to cost approximately $20 million. In December 1996, U.S. EPA
proposed the issuance of an administrative order to study the proposed
remedy.
In February 1996, USX and other Berks Site PRPs were sued by the
Pennsylvania Department of Environmental Protection ("PaDER") for $6
million in past costs.
4. In 1987 the California Department of Health Services ("DHS") issued a
remedial action order for the GBF/Pittsburg landfill near Pittsburg, Calif.
Records indicate that from 1972 through 1974, Pittsburg Works arranged for
the disposal of approximately 2.6 million gallons of waste oil, sludge,
caustic mud and acid which were eventually taken to this landfill for
disposal.
47
The DHS recently requested that an interim remediation of one of
the plumes of site contamination be carried out as soon as possible. The
Generators' Cooperative Group has agreed to fund the interim remediation
which is expected to cost approximately $400,000, of which U. S. Steel paid
$43,175. U. S. Steel's allocated share among all PRPs at this site is 10%.
Total remediation costs are estimated to be between $18 million and $32
million.
5. 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. ("MIDC") 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 PaDER placed the site on the
Pennsylvania State Superfund list and began a RI/FS which is continuing.
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. On October 10, 1995, the U.S.
DOJ filed a complaint in the U.S. District Court for Western Pennsylvania
against USX and other MIDC defendants to recover alleged costs incurred at
the site. In June 1996, USX agreed to pay $245,000 to settle the
government's claims for costs against USX, American Recovery, and Carnegie
Natural Gas. USX has filed a cost recovery action against several parties
who did not contribute to the cost of the removal activity at the site.
6. USX participated with 35 other PRPs in performing removal work at the
Ekotek/Petrochem site in Salt Lake City, Utah 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. The RI/FS was completed in 1995. A
remediation plan estimated to cost $16.6 million was proposed by the EPA in
1995. In October 1996, the EPA issued a revised ROD with a remedial action
estimated to cost $6.1 million. USX has contributed $630,000 through 1996
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. The PRP
Remediation Committee commenced cost recovery litigation against
approximately 1,100 non-participating PRPs. Almost all of these defendants
have settled their liability or joined the PRP Remediation Committee. In
February 1997, the EPA issued an administrative order to USX and other
PRP's to undertake the proposed remedial action and to reimburse
approximately $5 million to de minimus PRP's who had earlier settled with
the EPA on the basis of a substantially greater remedial cost estimate.
In addition, there are 17 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.
There are also 41 additional sites related to the U. S. Steel Group where
remediation is being sought under other environmental statutes, both federal and
state, or where private parties are seeking remediation 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 seven of these sites will
be under $100,000 per site, another six sites have potential costs between
$100,000 and $1 million per site, and nine sites may involve remediation costs
between $1 million and $5 million. Another of the 41 sites, the Grand Calumet
River remediation at Gary Works, is expected to have remediation costs in excess
of $5 million. Potential costs associated with remediation at the remaining 18
sites are not presently determinable.
48
The following is a discussion of remediation activities at the U. S. Steel
Group's major facilities.
Gary Works
In 1990 a consent decree was signed by USX which, among other things,
required USX to study and implement a program to remediate the sediment in a
portion of the Grand Calumet River. USX has developed a sediment remediation
plan for the section of the Grand Calumet River that runs through Gary Works.
As proposed, this project would require five to six years to complete after
approval and would be followed by an environmental recovery validation. The
estimated program cost, which has been accrued, is approximately $30 million.
USX is negotiating a consent decree with the EPA which will provide for the
expanded sediment remediation program and will resolve alleged violations of the
prior consent decree and National Pollutant Discharge Elimination System permit
since 1990. USX has reached an agreement in principle with the EPA to pay civil
penalties of $2.9 million for alleged violations of the Clean Water Act at Gary
Works. In addition, USX has reached an agreement in principle with the public
trustees to settle natural resource damage claims for the portion of the Grand
Calumet River that runs through Gary Works. This settlement obligates USX to
purchase and restore several parcels of property.
In April 1995, the U. S. Steel Group began negotiations with the EPA on a
RCRA Corrective Action Order for Gary Works relating to the Solid Waste
Management Units throughout Gary Works. The parties have reached an agreement
in principle on the language for the Corrective Action Order which will require
USX to perform a RCRA Facility Investigation ("RFI") and a Corrective Measure
Study ("CMS") at Gary Works.
On November 16, 1994, USX received a NOV from the Indiana Department of
Environmental Management ("IDEM") alleging violations of regulations concerning
the management of hazardous wastes at USX's Gary Works. With the NOV, IDEM
included a proposed settlement agreement which would require Gary Works to
initiate certain remediation and study programs and pay a civil penalty of $1.8
million. USX submitted a detailed response in rebuttal of the allegations.
The IDEM has issued Notices of Violation to USX's Gary Works alleging
violations of air pollution requirements, including allegations that one source
was not in compliance from 1982 to 1994. USX and IDEM have been involved in
negotiations since the fall of 1994 in an attempt to resolve these matters. At
a meeting between USX and IDEM in November 1994, the IDEM representatives orally
conveyed an initial penalty demand of $52 million which reflects their
calculation of the economic benefit that IDEM alleges USX received by not
complying with the statutory requirements. In March 1996, USX signed an
agreement with the IDEM to pay a $6 million penalty and to install additional
pollution control equipment and programs costing approximately $100 million over
a period of several years. The $6 million penalty was paid in April 1996.
In July 1996, USX agreed with the EPA to pay $178,500 for penalties for
failure to report the use of several chemicals at Gary Works in 1991 to 1993
pursuant to the Emergency Planning and Community Right-to-Know law.
Clairton
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 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. USX has proposed a remedial program estimated
to cost $2.8 million.
49
Fairless Works
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 RFI and a CMS at Fairless Works. During 1993, USX commenced
the RFI/CMS which will require over three years to complete at an approximate
cost of $3 million. The Phase I RFI report is to be submitted during the third
quarter of 1997. The RFI/CMS will determine whether there is a need for, and
the scope of, any remedial activities at Fairless Works.
Fairfield Works
In December 1995, USX reached an agreement in principle with the EPA and
the U.S. DOJ with respect to alleged RCRA violations at Fairfield Works. Under
the agreement, USX will pay a civil penalty of $1 million, design and implement
two SEPs costing not less than $1.5 million in the aggregate as well as
implementing RCRA corrective action at the facility. In January 1997, the U.S.
DOJ informed USX that one of the proposed SEPs was not acceptable. Negotiations
are underway to determine an alternative SEP.
Delhi Group
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.
50
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)" on page U-29.
As of January 31, 1997, there were 91,398 registered holders of Marathon
Stock, 70,479 registered holders of Steel Stock and 129 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 all classes of
preferred stock and USX common 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 any series of 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 preferred stock at prices in excess of par or stated value, 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 - 22. Dividends" on page U-24.
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 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
51
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.
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 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.
52
Item 6. SELECTED FINANCIAL DATA
USX - Consolidated
Dollars in millions (except per share data)
-------------------------------------------
1996 1995 1994 1993 1992
---- ---- ---- ---- ----
Statement of Operations Data:
Revenues................................... $23,844 $20,964/(a)/ $19,530/(a)/ $18,290/(a)/ $17,849/(a)/
Operating income........................... 1,625 631/(a)/ 1,044/(a)/ 273/(a)/ 91/(a)/
Operating income includes:
Inventory market valuation
charges (credits)......................... (209) (70) (160) 241 (62)
Restructuring charges (credits)........... - (6) 37 42 125
Impairment of long-lived assets........... - 675 - - -
Income (loss) before extraordinary
loss and cumulative effect of
changes in accounting principles.......... 952 221 501 (167) (160)
Net income (loss).......................... $ 943 $ 214 $ 501 $ (259) $(1,826)
Dividends on preferred stock............... (22) (28) (31) (27) (9)
------- ------- ------- ------- -------
Net income (loss) applicable to
common stocks............................. $ 921 $ 186 $ 470 $ (286) $(1,835)
- -----------------
(a) Reclassified to conform to 1996 classifications.
Common Share Data
Marathon Stock:
Income (loss) before extraordinary
loss and cumulative effect of
changes in accounting principles
applicable to Marathon Stock.............. $ 671 $ (87) $ 315 $ (12) $ 103
Per share-primary........................... 2.33 (.31) 1.10 (.04) .37
-fully diluted.......................... 2.31 (.31) 1.10 (.04) .37
Net income (loss) applicable to
Marathon Stock........................... 664 (92) 315 (35) (228)
Per share-primary........................... 2.31 (.33) 1.10 (.12) (.80)
-fully diluted........................... 2.29 (.33) 1.10 (.12) (.80)
Dividends paid.............................. .70 .68 .68 .68 1.22
Book value.................................. 11.62 9.99 11.01 10.58 11.37
Steel Stock:
Income (loss) before extraordinary
loss and cumulative effect of
changes in accounting principles
applicable to Steel Stock................. $ 253 $ 279 $ 176 $ (190) $ (274)
Per share-primary........................... 3.00 3.53 2.35 (2.96) (4.92)
-fully diluted............................ 2.97 3.43 2.33 (2.96) (4.92)
Net income (loss) applicable to
Steel Stock............................... 251 277 176 (259) (1,609)
Per share-primary........................... 2.98 3.51 2.35 (4.04) (28.85)
-fully diluted............................ 2.95 3.41 2.33 (4.04) (28.85)
Dividends paid.............................. 1.00 1.00 1.00 1.00 1.00
Book value.................................. 18.37 16.10 12.01 8.32 3.72
53
SELECTED FINANCIAL DATA (contd.)
USX - Consolidated (contd.)
Dollars in millions (except per share data)
-------------------------------------------
1996 1995 1994 1993 1992
---- ---- ---- ---- ----
Delhi Stock Outstanding Since
October 2, 1992:
Net income (loss) applicable to
outstanding Delhi Stock................... $ 6 $ 1 $ (21) $ 8 $ 2
Per common share-primary and
fully diluted............................. .62 .12 (2.22) .86 .22
Dividends paid.............................. .20 .20 .20 .20 .05
Book value.................................. 12.30 11.88 12.09 14.50 13.83
- ------------------------------------------------------------------------------------------------------------------------------------
Balance Sheet Data-December 31:
Capital expenditures-for year............... $ 1,168 $ 1,016 $ 1,033 $ 1,151 $ 1,505
Total assets................................ 16,980 16,743 17,517 17,414 17,252
Capitalization:
Notes payable.............................. $ 81 $ 40 $ 1 $ 1 $ 47
Total long-term debt....................... 4,212 4,937 5,599 5,970 6,302
Minority interest including
preferred stock of subsidiary............. 250 250 250 5 16
Preferred stock............................ 7 7 112 112 105
Common stockholders' equity................ 5,015 4,321 4,190 3,752 3,604
------- ------- ------- ------- -------
Total capitalization....................... $ 9,565 $ 9,555 $10,152 $ 9,840 $10,074
======= ======= ======= ======= =======
Ratio of earnings to fixed charges.......... 3.81 1.63 2.08 /(a)/ /(a)/
Ratio of earnings to combined fixed
charges and preferred stock
dividends.................................. 3.55 1.50 1.92 /(b)/ /(b)/
- --------------------------
(a) Earnings did not cover fixed charges by $281 million in 1993 and $197
million in 1992.
(b) Earnings did not cover combined fixed charges and preferred stock dividends
by $325 million in 1993 and $211 million in 1992.
54
SELECTED FINANCIAL DATA (contd.)
USX - Marathon Group
Dollars in millions (except per share data)
-------------------------------------------
1996 1995 1994 1993 1992
---- ---- ---- ---- ----
Statement of Operations Data:
Revenues.................................... $16,332 $13,879/(a)/ $12,928/(a)/ $11,993/(a)/ $12,783/(a)/
Operating income............................ 1,234 113/(a)/ 755/(a)/ 200/(a)/ 305/(a)/
Operating income includes:
Inventory market valuation
charges (credits)......................... (209) (70) (160) 241 (62)
Restructuring charges...................... - - - - 115
Refund of prior years
production taxes.......................... - - - - (119)
Impairment of long-lived assets............ - 659 - - -
Total income (loss) before extraordinary
loss and cumulative effect of
changes in accounting principles........... 671 (83) 321 (6) 109
Net income (loss)........................... $ 664 $ (88) $ 321 $ (29) $ (222)
Dividends on preferred stock................ - (4) (6) (6) (6)
------- ------- ------- ------- -------
Net income (loss) applicable to
Marathon Stock............................. $ 664 $ (92) $ 315 $ (35) $ (228)
- -----------------------------------------------------------------------------------------------------------------------------------
Per Common Share Data
Total income (loss) before extraordinary
loss and cumulative effect of
changes in accounting principles...........
- primary.................................. $ 2.33 $ (.31) $ 1.10 $ (.04) $ .37
- fully diluted............................ 2.31 (.31) 1.10 (.04) .37
Net income (loss)-primary................... 2.31 (.33) 1.10 (.12) (.80)
- fully diluted............................ 2.29 (.33) 1.10 (.12) (.80)
Dividends paid.............................. .70 .68 .68 .68 1.22
Book value.................................. 11.62 9.99 11.01 10.58 11.37
- ---------------------------------------------------------------------------------------------------------------------------------
Balance Sheet Data-December 31:
Capital expenditures-for year............... $ 751 $ 642 $ 753 $ 910 $1,193
Total assets................................ 10,151 10,109 10,951 10,822 11,141
Capitalization:
Notes payable.............................. $ 59 $ 31 $ 1 $ 1 $ 31
Total long-term debt....................... 2,906 3,720 4,038 4,297 3,945
Preferred stock of subsidiary.............. 182 182 182 - -
Preferred stock............................ - - 78 78 78
Common stockholders' equity................ 3,340 2,872 3,163 3,032 3,257
------ ------ ------- ------ ------
Total capitalization $ 6,487 $6,805 $7,462 $7,408 $7,311
======= ====== ====== ====== ======
- ---------
(a) Reclassified in 1996 to include gains and losses on disposal of operating
assets. Prior to reclassification, gains and losses on operating assets
were included in other income.
55
SELECTED FINANCIAL DATA (contd.)
USX - U. S. Steel Group
Dollars in millions (except per share data)
-------------------------------------------
1996 1995 1994 1993 1992
---- ---- ---- ---- ----
Statement of Operations Data:
Revenues.................................. $6,547 $6,475/(a)/ $6,077/(a)/ $5,797/(a)/ $ 4,939/(a)/
Operating income (loss)................... 360 500/(a)/ 324/(a)/ 36/(a)/ (221)/(a)/
Operating income includes:
Restructuring charges.................... - - - 42 10
Impairment of long-lived assets.......... - 16 - - -
Total income (loss) before extraordinary
loss and cumulative effect of
changes in accounting principles......... 275 303 201 (169) (271)
Net income (loss)......................... $ 273 $ 301 $ 201 $ (238) $(1,606)
Dividends on preferred stock.............. (22) (24) (25) (21) (3)
------ ------ ------ ------ -------
Net income (loss) applicable to
Steel Stock............................. $ 251 $ 277 $ 176 $ (259) $(1,609)
- ----------------------------------------------------------------------------------------------------------------------------
Per Common Share Data
Total income (loss) before extraordinary
loss and cumulative effect of
changes in accounting principles
-primary..................................... $ 3.00 $ 3.53 $ 2.35 $(2.96) $ (4.92)
-fully diluted............................... 2.97 3.43 2.33 (2.96) (4.92)
Net income (loss)-primary..................... 2.98 3.51 2.35 (4.04) (28.85)
-fully diluted............................... 2.95 3.41 2.33 (4.04) (28.85)
Dividends paid................................ 1.00 1.00 1.00 1.00 1.00
Book value.................................... 18.37 16.10 12.01 8.32 3.72
- ------------------------------------------------------------------------------------------------------------------------------
Balance Sheet Data-December 31:
Capital expenditures-for year................. $ 337 $ 324 $ 248 $ 198 $ 298
Total assets.................................. 6,580 6,521 6,480 6,629 6,251
Capitalization:
Notes payable................................ $ 18 $ 8 $ - $ - $ 15
Total long-term debt......................... 1,087 1,016 1,453 1,562 2,259
Minority interest including
preferred stock of subsidiary............... 64 64 64 5 16
Preferred stock.............................. 7 7 32 32 25
Common stockholders' equity.................. 1,559 1,337 913 585 222
------ ------ ------ ------ -------
Total capitalization....................... $2,735 $2,432 $2,462 $2,184 $ 2,537
====== ====== ====== ====== =======
- ---------
(a) Reclassified in 1996 to include gains and losses on disposal of operating
assets. Prior to reclassification, gains and losses on operating assets
were included in other income.
56
SELECTED FINANCIAL DATA (contd.)
USX - Delhi Group (a)
Dollars in millions (except per share data)
-------------------------------------------
1996 1995 1994 1993 1992
---- ---- ---- ---- ----
Statement of Operations Data:
Revenues (b).................................. $1,061.3 $670.5/(c)/ $585.1/(c)/ $551.7/(c)/ $472.6/(c)/
Operating income (loss)....................... 30.4 18.8/(c)/ (35.0)/(c)/ 36.9/(c)/ 32.6/(c)/
Operating income includes:
Restructuring charges (credits).............. - (6.2) 37.4 - -
Total income (loss) before extraordinary
loss and cumulative effect
of changes in accounting principle........... 6.4 4.0 (30.9) 12.2 18.6
Net income (loss)............................. $ 5.9 $ 3.7 $(30.9) $ 12.2 $ 36.5
Dividends on preferred stock.................. - (.2) (.1) (.1)
Net (income) loss applicable to the
Retained Interest (d)........................ - (2.4) 10.1 (4.3)
-------- ------ ------ ------
Net income (loss) applicable to
Delhi Stock.................................. $ 5.9 $ 1.1 $(20.9) $ 7.8
- ---------------------------------------------------------------------------------------------------------------------------------
Per Common Share Data Since October 2, 1992
Net income (loss)-primary and
fully diluted................................ $ .62 $ .12 $(2.22) $ .86 $ .22
Dividends paid................................ .20 .20 .20 .20 .05
Book value.................................... 12.30 11.88 12.09 14.50 13.83
- ------------------------------------------------------------------------------------------------------------------------------------
Balance Sheet Data-December 31:
Capital expenditures-for year................. $ 80.6 $ 50.0 $ 32.1 $ 42.6 $ 26.6
Total assets.................................. 714.6 624.3 521.2 583.4 564.5
Capitalization:
Notes payable................................ $ 4.3 $ 1.6 $ - $ - $ .7
Total long-term debt......................... 219.2 200.8 107.5 110.5 97.6
Preferred stock of subsidiary................ 3.8 3.8 3.8 - -
Preferred stock.............................. - - 2.5 2.5 2.5
Common stockholders' equity.................. 116.2 112.2 169.3 203.0 193.6
-------- ------ ------ ------ ------
Total capitalization....................... $ 343.5 $318.4 $283.1 $316.0 $294.4
======== ====== ====== ====== ======
- --------------------
(a) The Delhi Group was established on October 2, 1992. The financial data for
the periods prior to that date include the businesses of the Delhi Group,
which were included in the Marathon Group.
(b) Prior to 1996, the Delhi Group reported natural gas treating, dehydration,
compression and other service fees as a reduction to cost of sales.
Beginning with 1996, these fees are reported as revenue; accordingly,
amounts for prior years have been reclassified.
(c) Reclassified in 1996 to include gains and losses on disposal of operating
assets. Prior to reclassification, gains and losses on operating assets
were included in other income.
(d) On June 15, 1995, USX eliminated the Marathon Group Retained Interest in the
Delhi Group (equivalent to 4,564,814 shares of USX-Delhi Group Common
Stock).
57
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.
58
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-29
Principal Unconsolidated Affiliates............... U-30
Supplementary Information......................... U-30
Five-Year Operating Summary -- Marathon Group..... U-35
Five-Year Operating Summary -- U. S. Steel Group.. U-36
Five-Year Operating Summary -- Delhi Group........ U-37
Management's Discussion and Analysis.............. U-38
U-1
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 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 or 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 one Group that affect the overall
cost of USX's capital could affect the results of operations and
financial condition of other groups. In addition, net losses of any
Group, as well as dividends and distributions on any class of USX
Common Stock or series of preferred stock and repurchases of any
class of USX Common Stock or series of preferred stock at prices in
excess of par or stated value, will reduce the funds of USX legally
available for payment of dividends on all classes of Common Stock.
U-2
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 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.
Thomas J. Usher Robert M. Hernandez Kenneth L. Matheny
Chairman, Board of Vice Chairman Vice President
Directors & & Chief & Comptroller
Chief Executive Officer 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-28 present
fairly, in all material respects, the financial position of USX
Corporation and its subsidiaries at December 31, 1996 and 1995, and
the results of their operations and their cash flows for each of
the three years in the period ended December 31, 1996, 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 4, page U-12, in 1995 USX adopted a new
accounting standard for the impairment of long-lived assets.
Price Waterhouse LLP
600 Grant Street, Pittsburgh, Pennsylvania 15219-2794
February 11, 1997
U-3
Consolidated Statement of Operations
(Dollars in millions) 1996 1995 1994
- ----------------------------------------------------------------------------------------------------------
Revenues (Note 2, page U-11) $23,844 $20,964 $19,530
Operating costs:
Cost of sales (excludes items shown below) 17,877 15,118 14,203
Inventory market valuation credits (Note 19, page U-22) (209) (70) (160)
Selling, general and administrative expenses 183 187 221
Depreciation, depletion and amortization 1,012 1,160 1,065
Taxes other than income taxes 3,210 3,120 2,963
Exploration expenses 146 149 157
Restructuring charges (credits) (Note 3, page U-12) - (6) 37
Impairment of long-lived assets (Note 4, page U-12) - 675 -
------- ------- -------
Total operating costs 22,219 20,333 18,486
------- ------- -------
Operating income 1,625 631 1,044
Gain on affiliate stock offering (Note 5, page U-12) 53 - -
Other income (Note 6, page U-12) 111 101 78
Interest and other financial income (Note 6, page U-12) 28 38 24
Interest and other financial costs (Note 6, page U-12) (449) (501) (461)
------- ------- -------
Income before income taxes and extraordinary loss 1,368 269 685
Less provision for estimated income taxes (Note 11, page U-17) 416 48 184
------- ------- -------
Income before extraordinary loss 952 221 501
Extraordinary loss (Note 7, page U-13) (9) (7) -
------- ------- -------
Net income 943 214 501
Dividends on preferred stock (22) (28) (31)
------- ------- -------
Net income applicable to common stocks $ 921 $ 186 $ 470
- ----------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these consolidated
financial statements.
U-4
Income Per Common Share
(Dollars in millions, except per share data) 1996 1995 1994
- --------------------------------------------------------------------------------------------
Applicable to Marathon Stock:
Income (loss) before extraordinary loss $ 671 $ (87) $ 315
Extraordinary loss (7) (5) -
-------- -------- --------
Net income (loss) $ 664 $ (92) $ 315
Primary per share:
Income (loss) before extraordinary loss $ 2.33 $ (.31) $ 1.10
Extraordinary loss (.02) (.02) -
-------- -------- --------
Net income (loss) $ 2.31 $ (.33) $ 1.10
Fully diluted per share:
Income (loss) before extraordinary loss $ 2.31 $ (.31) $ 1.10
Extraordinary loss (.02) (.02) -
-------- -------- --------
Net income (loss) $ 2.29 $ (.33) $ 1.10
Weighted average shares, in thousands
- primary 287,595 287,271 286,722
- fully diluted 296,430 287,271 286,725
-------------------------------------------------------------------------------
Applicable to Steel Stock:
Income before extraordinary loss $ 253 $ 279 $ 176
Extraordinary loss (2) (2) -
-------- -------- --------
Net income $ 251 $ 277 $ 176
Primary per share:
Income before extraordinary loss $ 3.00 $ 3.53 $ 2.35
Extraordinary loss (.02) (.02) -
-------- -------- --------
Net income $ 2.98 $ 3.51 $ 2.35
Fully diluted per share:
Income before extraordinary loss $ 2.97 $ 3.43 $ 2.33
Extraordinary loss (.02) (.02) -
-------- -------- --------
Net income $ 2.95 $ 3.41 $ 2.33
Weighted average shares, in thousands
- primary 84,037 79,088 75,184
- fully diluted 85,933 89,438 78,624
-------------------------------------------------------------------------------
Applicable to Outstanding Delhi Stock:
Income (loss) before extraordinary loss $ 6.4 $ 1.4 $ (20.9)
Extraordinary loss (.5) (.3) -
-------- -------- --------
Net income (loss) $ 5.9 $ 1.1 $ (20.9)
Primary and fully diluted per share:
Income (loss) before extraordinary loss $ .68 $ .15 $ (2.22)
Extraordinary loss (.06) (.03) -
-------- -------- --------
Net income (loss) $ .62 $ .12 $ (2.22)
Weighted average shares, in thousands
- primary 9,451 9,442 9,407
- fully diluted 9,453 9,442 9,407
-------------------------------------------------------------------------------
See Note 23, page U-24, for a description of net income per common
share.
The accompanying notes are an integral part of these consolidated
financial statements.
U-5
Consolidated Balance Sheet
(Dollars in millions) December 31 1996 1995
-------------------------------------------------------------------------------------------------------
Assets
Current assets:
Cash and cash equivalents $ 55 $ 131
Receivables, less allowance for doubtful accounts of
$26 and $22 (Note 12, page U-18) 1,270 1,203
Inventories (Note 19, page U-22) 1,939 1,764
Deferred income tax benefits (Note 11, page U-17) 57 76
Other current assets 81 66
------- -------
Total current assets 3,402 3,240
Investments and long-term receivables, less reserves
of $17 and $23 (Note 13, page U-19) 854 836
Property, plant and equipment - net (Note 17, page U-21) 10,404 10,535
Prepaid pensions (Note 9, page U-15) 2,014 1,820
Other noncurrent assets 306 312
------- -------
Total assets $16,980 $16,743
-------------------------------------------------------------------------------------------------------
Liabilities
Current liabilities:
Notes payable $ 81 $ 40
Accounts payable 2,204 2,157
Payroll and benefits payable 475 473
Accrued taxes 304 263
Accrued interest 102 122
Long-term debt due within one year (Note 16, page U-20) 353 465
------- -------
Total current liabilities 3,519 3,520
Long-term debt (Note 16, page U-20) 3,859 4,472
Long-term deferred income taxes (Note 11, page U-17) 1,097 898
Employee benefits (Note 10, page U-16) 2,797 2,772
Deferred credits and other liabilities 436 503
Preferred stock of subsidiary (Note 26, page U-25) 250 250
------- -------
Total liabilities 11,958 12,415
------- -------
Stockholders' Equity (Details on pages U-8 and U-9)
Preferred stock (Note 15, page U-19) -
6.50% Cumulative Convertible issued - 6,900,000 shares
($345 liquidation preference) 7 7
Common stocks:
Marathon Stock issued - 287,525,213 shares and 287,398,342 shares
(par value $1 per share, authorized 550,000,000 shares) 288 287
Steel Stock issued - 84,885,473 shares and 83,042,305 shares
(par value $1 per share, authorized 200,000,000 shares) 85 83
Delhi Stock issued - 9,448,269 shares and 9,446,769 shares
(par value $1 per share, authorized 50,000,000 shares) 9 9
Additional paid-in capital 4,150 4,094
Retained earnings (deficit) 517 (116)
Other equity adjustments (34) (36)
------- -------
Total stockholders' equity 5,022 4,328
------- -------
Total liabilities and stockholders' equity $16,980 $16,743
-------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these consolidated
financial statements.
U-6
Consolidated Statement of Cash Flows
(Dollars in millions) 1996 1995 1994
- -------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) in cash and cash equivalents
Operating activities:
Net income $ 943 $ 214 $ 501
Adjustments to reconcile to net cash provided
from operating activities:
Extraordinary loss 9 7 -
Depreciation, depletion and amortization 1,012 1,160 1,065
Exploratory dry well costs 54 64 68
Inventory market valuation credits (209) (70) (160)
Pensions (187) (338) (132)
Postretirement benefits other than pensions 36 12 76
Deferred income taxes 257 (68) 188
Gain on disposal of assets (71) (30) (188)
Gain on affiliate stock offering (53) - -
Payment of amortized discount on zero coupon debentures - (129) -
Restructuring charges (credits) - (6) 37
Impairment of long-lived assets - 675 -
Changes in: Current receivables - sold - (10) 10
- operating turnover (170) (74) (207)
Inventories 27 40 (26)
Current accounts payable and accrued expenses 83 195 (508)
All other - net (82) (10) 93
------- ------- -------
Net cash provided from operating activities 1,649 1,632 817
------- ------- -------
Investing activities:
Capital expenditures (1,168) (1,016) (1,033)
Disposal of assets 443 157 293
Deposit in property exchange trust (98) - -
All other - net 24 4 (14)
------- ------- -------
Net cash used in investing activities (799) (855) (754)
------- ------- -------
Financing activities:
Commercial paper and revolving credit arrangements - net (153) (117) (151)
Other debt - borrowings 191 52 513
- repayments (711) (446) (821)
Issuance of preferred stock of subsidiary - - 242
Issuance of common stock of subsidiary - - 11
Preferred stock redeemed - (105) -
Common stock - issued 53 218 223
- repurchased - (1) -
Dividends paid (307) (295) (301)
------- ------- -------
Net cash used in financing activities (927) (694) (284)
------- ------- -------
Effect of exchange rate changes on cash 1 - 1
------- ------- -------
Net increase (decrease) in cash and cash equivalents (76) 83 (220)
Cash and cash equivalents at beginning of year 131 48 268
------- ------- -------
Cash and cash equivalents at end of year $ 55 $ 131 $ 48
- -------------------------------------------------------------------------------------------------------------------------------
See Note 20, page U-22, for supplemental cash flow information.
The accompanying notes are an integral part of these consolidated financial
statements.
U-7
Consolidated Statement of Stockholders' Equity
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. (See Note 8,
page U-13, for a description of the three groups.)
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 of 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
--------------------------------------- -------------------------------
1996 1995 1994 1996 1995 1994
- ------------------------------------------------------------------------------------------------------------------------------------
Preferred stocks (Note 15, page U-19):
Adjustable Rate Cumulative:
Outstanding at beginning of year - 2,100 2,100 $ - $ 105 $ 105
Redeemed - (2,100) - - (105) -
------- ------- ------- ----- ------ ---------
Outstanding at end of year - - 2,100 $ - $ - $ 105
- ------------------------------------------------------------------------------------------------------------------------------------
6.50% Cumulative Convertible -
Outstanding at beginning
and end of year 6,900 6,900 6,900 $ 7 $ 7 $ 7
- ------------------------------------------------------------------------------------------------------------------------------------
Common stocks:
Marathon Stock:
Outstanding at beginning of year 287,398 287,186 286,613 $ 287 $ 287 $ 287
Issued for:
Acquisition of assets - - 573 - - -
Employee stock plans 127 212 - 1 - -
------- ------- ------- ----- ------ ---------
Outstanding at end of year 287,525 287,398 287,186 $ 288 $ 287 $ 287
- ------------------------------------------------------------------------------------------------------------------------------------
Steel Stock:
Outstanding at beginning of year 83,042 75,970 70,329 $ 83 $ 76 $ 70
Issued in public offering - 5,000 5,000 - 5 5
Issued for:
Employee stock plans 1,649 1,681 562 2 2 1
Dividend Reinvestment Plan 194 391 79 - - -
------- ------- ------- ----- ------ ---------
Outstanding at end of year 84,885 83,042 75,970 $ 85 $ 83 $ 76
- ------------------------------------------------------------------------------------------------------------------------------------
Delhi Stock:
Outstanding at beginning of year 9,447 9,438 9,283 $ 9 $ 9 $ 9
Issued for employee stock plans 1 9 155 - - -
------- ------- ------- ----- ------ ---------
Outstanding at end of year 9,448 9,447 9,438 $ 9 $ 9 $ 9
- ------------------------------------------------------------------------------------------------------------------------------------
(Table continued on next page)
U-8
Shares in thousands Dollars in millions
------------------------------------ -----------------------------------
1996 1995 1994 1996 1995 1994
-----------------------------------------------------------------------------------------------------------------------
Treasury common stocks, at cost:
Marathon Stock:
Balance at beginning of year - - (31) $ - $ - $ (1)
Repurchased (7) (40) (16) - (1) -
Reissued for:
Acquisition of assets - - 46 - - 1
Employee stock plans 7 40 1 - 1 -
---- ----- ---- ------- ----- -----
Balance at end of year - - - $ - $ - $ -
-----------------------------------------------------------------------------------------------------------------------
Steel Stock:
Balance at beginning of year - - - $ - $ - $ -
Repurchased (7) (15) - - - -
Reissued for employee stock plans 7 15 - - - -
---- ----- ---- ------- ----- -----
Balance at end of year - - - $ - $ - $ -
-----------------------------------------------------------------------------------------------------------------------
Delhi Stock:
Balance at beginning of year - - - $ - $ - $ -
Repurchased (1) (2) - - - -
Reissued for employee stock plans 1 2 - - - -
---- ----- ---- ------- ----- -----
Balance at end of year - - - $ - $ - $ -
-----------------------------------------------------------------------------------------------------------------------
Additional paid-in capital:
Balance at beginning of year $4,094 $ 4,168 $ 4,240
Marathon Stock issued 3 4 10
Steel Stock issued 53 227 219
Delhi Stock issued - - 2
Dividends on preferred stock - (28) (31)
Dividends on Marathon Stock (per
share $.68) - (195) (195)
Dividends on Steel Stock (per
share $1.00) - (80) (75)
Dividends on Delhi Stock (per
share $.20) - (2) (2)
------- ----- -----
Balance at end of year $4,150 $ 4,094 $ 4,168
-----------------------------------------------------------------------------------------------------------------------
Retained earnings (deficit):
Balance at beginning of year $ (116) $(330) $(831)
Net income 943 214 501
Dividends on preferred stock (22) - -
Dividends on Marathon Stock (per
share $.70) (201) - -
Dividends on Steel Stock (per
share $1.00) (85) - -
Dividends on Delhi Stock (per
share $.20) (2) - -
------- ----- -----
Balance at end of year $ 517 $(116) $(330)
-----------------------------------------------------------------------------------------------------------------------
Other equity adjustments:
Foreign currency adjustments (Note 24,
page U-25) $ (8) $(8) $(9)
Deferred compensation adjustments (Note
21, page U-22) (4) (5) -
Minimum pension liability adjustments
(Note 9, page U-15) (22) (23) (11)
------- ----- -----
Total other equity adjustments $ (34) $ (36) $ (20)
-----------------------------------------------------------------------------------------------------------------------
Total stockholders' equity $5,022 $ 4,328 $ 4,302
-----------------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these consolidated
financial statements.
U-9
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,
undivided interest pipelines and jointly-owned gas processing
plants are accounted for on a pro rata basis.
Investments in other entities over which USX has significant
influence are accounted for using the equity method of accounting
and are carried at USX's share of net assets plus advances. The
proportionate share of income from these equity investments is
included in other income. Gains or losses from a change in
ownership interest of an affiliate stock are recognized in income
in the period of change. Investments in companies whose stock has
no readily determinable fair value are carried at cost. Income from
these investments is recognized when dividends are received and is
included in other financial income.
Use of estimates - Generally accepted accounting principles require
management to make estimates and assumptions that affect the
reported amounts of assets and liabilities, the disclosure of
contingent assets and liabilities at year-end and the reported
amounts of revenues and expenses during the year.
Cash and cash equivalents - Cash and cash equivalents include 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.
Derivative instruments - USX engages in commodity and currency risk
management activities within the normal course of its businesses as
an end-user of derivative instruments (Note 27, page U-26).
Management is authorized to manage exposure to price fluctuations
related to the purchase, production or sale of crude oil, natural
gas, natural gas liquids, refined products and nonferrous metals
through the use of a variety of derivative financial and
nonfinancial instruments. Derivative financial instruments require
settlement in cash and include such instruments as over-the-counter
(OTC) commodity swap agreements and OTC commodity options.
Derivative nonfinancial instruments require or permit settlement by
delivery of commodities and include exchange-traded commodity
futures contracts and options. At times, derivative positions are
closed, prior to maturity, simultaneous with the underlying
physical transaction and the effects are recognized in income
accordingly. USX's practice does not permit derivative positions to
remain open if the underlying physical market risk has been
removed. Derivative instruments relating to fixed price sales of
equity production are marked-to-market in the current period and
the related income effects are included within operating income.
All other changes in the market value of derivative instruments are
deferred, including both closed and open positions, and are
subsequently recognized in income, as sales or cost of sales, in
the same period as the underlying transaction. OTC swaps in general
are off-balance-sheet instruments. The effect of changes in the
market indices related to OTC swaps are recorded and recognized in
income with the underlying transaction. The margin receivable
accounts required for open commodity contracts reflect changes in
the market prices of the underlying commodity and are settled on a
daily basis. Premiums on all commodity-based option contracts are
initially recorded based on the amount paid or received; the
options' market value is subsequently recorded as a receivable or
payable, as appropriate.
Forward currency contracts are used to manage currency risks
related to anticipated revenues and operating costs, firm
commitments for capital expenditures and existing assets or
liabilities denominated in a foreign currency. Gains or losses
related to firm commitments are deferred and included with the
underlying transaction; all other gains or losses are recognized in
income in the current period as sales, cost of sales, interest
income or expense, or other income, as appropriate. Net contract
values are included in receivables or payables, as appropriate.
Recorded deferred gains or losses are reflected within other
noncurrent assets or deferred credits and other liabilities. Cash
flows from the use of derivative instruments are reported in the
same category as the hedged item in the statement of cash flows.
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.
U-10
Long-lived assets - 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 the level of production. The 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.
USX evaluates impairment of its oil and gas assets primarily on
a field-by-field basis. Other assets are evaluated on an individual
asset basis or by logical groupings of assets. Assets deemed to be
impaired are written down to their fair value, including any
related goodwill, using discounted future cash flows and, if
available, comparable market value analysis.
Environmental remediation - 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 remediation accruals coincides with completion of a
feasibility study or the commitment to a formal plan of action. If
recoveries of remediation costs from third parties are probable, a
receivable is recorded. Estimated abandonment and dismantlement
costs of offshore production platforms are accrued based on
production of estimated proved oil and gas reserves.
Postemployment benefits - USX recognizes an obligation to provide
postemployment benefits, primarily for disability-related claims
covering indemnity and medical payments. The obligation for these
claims and the related periodic costs are measured using actuarial
techniques and assumptions, including an appropriate discount rate,
analogous to the required methodology for measuring pension and
other postretirement benefit obligations. Actuarial gains and
losses are deferred and amortized over future periods.
Insurance - USX 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.
New accounting standard - Effective January 1, 1996, USX adopted
Statement of Financial Accounting Standards No. 123, "Accounting
for Stock-Based Compensation" (SFAS No. 123), which establishes a
fair value based method of accounting for employee stock-based
compensation plans. The Standard permits companies to continue to
apply the accounting provisions of Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees" (APB No.
25), provided certain disclosures are made. USX has complied with
SFAS No. 123 by following the accounting provisions of APB No. 25
and including the required disclosures at Note 21, page U-22.
Reclassifications - Certain reclassifications of prior years' data
have been made to conform to 1996 classifications.
- --------------------------------------------------------------------------------
2. Revenues
The items below are included in revenues and operating costs,
with no effect on income.
(In millions) 1996 1995 1994
-----------------------------------------------------------------------------------------------------------------
Matching crude oil and refined product
buy/sell transactions settled in cash $2,912 $2,067 $2,071
Consumer excise taxes on petroleum products
and merchandise 2,768 2,708 2,542
-----------------------------------------------------------------------------------------------------------------
Revenues in 1994 included gains of $183 million, primarily from
asset sales of a retail propane marketing subsidiary and certain
domestic oil and gas production properties.
U-11
- --------------------------------------------------------------------------------
3. Restructuring Charges (Credits)
In 1994, the planned disposition of certain nonstrategic gas
gathering and processing assets and other investments resulted in a
$37 million charge to operating income and a $3 million charge to
other income for the write-downs of assets to their estimated net
realizable value. Disposition of these assets was completed in 1995
at higher than anticipated sales proceeds, resulting in a $6
million credit to operating income and a $5 million credit to other
income.
- --------------------------------------------------------------------------------
4. Impairment of Long-Lived Assets
In 1995, USX adopted Statement of Financial Accounting Standards
No. 121, "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to Be Disposed Of " (SFAS No. 121). SFAS No.
121 requires that long-lived assets, including related goodwill, be
reviewed for impairment and written down to fair value whenever
events or changes in circumstances indicate that the carrying value
may not be recoverable.
Adoption of SFAS No. 121 resulted in an impairment charge
included in 1995 operating costs of $675 million. The impaired
assets primarily included certain domestic and international oil
and gas properties, an idled refinery, surplus real estate and
related goodwill.
USX assessed impairment of its oil and gas properties based
primarily on a field-by-field approach. The predominant method used
to determine fair value was a discounted cash flow approach and
where available, comparable market values were used. The impairment
provision reduced capitalized costs of oil and gas properties by
$533 million.
In addition, the Indianapolis, Indiana refinery, which was
temporarily idled in October 1993, was impaired by $126 million,
including related goodwill. The impairment was based on a
discounted cash flow approach and comparable market value analysis.
Other long-lived assets written down included certain iron ore
mineral rights and surplus real estate holdings. The impairment
charge recognized for these assets was $16 million.
- --------------------------------------------------------------------------------
5. Gain on Affiliate Stock Offering
In 1996, an aggregate of 6.9 million shares of RMI Titanium Company
(RMI) common stock was sold in a public offering at a price of
$18.50 per share and total net proceeds of $121 million. Included
in the offering were 2.3 million shares sold by USX for net
proceeds of $40 million. USX recognized a total pretax gain of $53
million, of which $34 million was attributable to the shares sold
by USX and $19 million was attributable to the increase in value of
USX's investment as a result of the shares sold by RMI. The income
tax effect related to the total gain was $19 million. As a result
of this transaction, USX's ownership in RMI decreased from
approximately 50% to 27%. USX continues to account for its
investment in RMI under the equity method of accounting.
- --------------------------------------------------------------------------------
6. Other Items
(In millions) 1996 1995 1994
----------------------------------------------------------------------------------------
Other income:
Income from affiliates - equity method $ 85 $ 89 $ 64
Gain on sale of investments 21 3 5
Other income 5 9 9
----- ----- -----
Total $ 111 $ 101 $ 78
----------------------------------------------------------------------------------------
Interest and other financial income:
Interest income $ 15 $ 23 $ 18
Other 13 15 6
----- ----- -----
Total 28 38 24
----- ----- -----
Interest and other financial costs:
Interest incurred (361) (406) (428)
Less interest capitalized 11 13 58
----- ----- -----
Net interest (350) (393) (370)
Interest on tax issues (14) (6) /(a)/ 12 /(b)/
Financial costs on preferred stock of subsidiary (22) (22) (18)
Amortization of discounts (10) (28) (44)
Expenses on sales of accounts receivable (43) (48) (35)
Adjustment to settlement value of indexed debt (6) - -
Other (4) (4) (6)
----- ----- -----
Total (449) (501) (461)
----- ----- -----
Net interest and other financial costs $(421) $(463) $(437)
----------------------------------------------------------------------------------------
/(a)/ Includes a $20 million benefit related to refundable
federal income taxes paid in prior years.
/(b)/ Includes a $35 million benefit related to the settlement of
various state tax issues.
U-12
- --------------------------------------------------------------------------------
7. Extraordinary Loss
On December 30, 1996, USX irrevocably called for redemption on
January 30, 1997, $120 million of 8-1/2% Sinking Fund Debentures,
resulting in an extraordinary loss of $9 million, net of a $5
million income tax benefit. In 1995, USX extinguished $553 million
of debt prior to maturity, primarily consisting of Zero Coupon
Convertible Senior Debentures, with a carrying value of $393
million, and $83 million of 8-1/2% Sinking Fund Debentures, which
resulted in an extraordinary loss of $7 million, net of a $4
million income tax benefit.
- --------------------------------------------------------------------------------
8. Operations and 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 operations and 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. Marathon Group revenues
as a percentage of total consolidated USX revenues were 68% in
1996 and 66% in 1995 and 1994. See five-year operating data on
page U-35.
U. S. Steel Group - The U. S. Steel Group, which consists
primarily of steel operations, includes the largest domestic
integrated steel producer and is primarily engaged in the
production and sale 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 and leasing and financing
activities. U. S. Steel Group revenues as a percentage of
total consolidated USX revenues were 28% in 1996 and 31% in
1995 and 1994. See five-year operating data on page U-36.
Delhi Group - The Delhi Group is engaged in the purchasing,
gathering, processing, treating, transporting and marketing of
natural gas. Delhi Group revenues as a percentage of total USX
consolidated revenues were 4% in 1996 and 3% in 1995 and 1994.
See five-year operating data on page U-37.
Industry Segment:
Revenues (b) Depreciation,
---------------------------------------- Operating Depletion
Unaffiliated Between Income and Capital
(In millions) Year Customers Groups/(a)/ Total (Loss) Assets Amortization Expenditures
- ------------------------------------------------------------------------------------------------------------------------------------
Marathon Group: 1996 $16,245 $ 87 $16,332 $1,234 $10,151 $ 693 $ 751
1995 13,825 54 13,879 113 10,109 817 642
1994 12,873 55 12,928 755 10,951 721 753
- ------------------------------------------------------------------------------------------------------------------------------------
U. S. Steel Group: 1996 6,547 - 6,547 360 6,580 292 337
1995 6,475 - 6,475 500 6,521 318 324
1994 6,076 1 6,077 324 6,480 314 248
- ------------------------------------------------------------------------------------------------------------------------------------
Delhi Group: 1996 1,052 9 1,061 31 715 27 80
1995 664 6 670 18 624 25 50
1994 581 4 585 (35) 521 30 32
- ------------------------------------------------------------------------------------------------------------------------------------
Eliminations: 1996 - (96) (96) - (466) - -
1995 - (60) (60) - (511) - -
1994 - (60) (60) - (435) - -
- ------------------------------------------------------------------------------------------------------------------------------------
Total USX Corporation: 1996 $23,844 $ - $23,844 $1,625 $16,980 $1,012 $1,168
1995 20,964 - 20,964 631 16,743 1,160 1,016
1994 19,530 - 19,530 1,044 17,517 1,065 1,033
- ------------------------------------------------------------------------------------------------------------------------------------
/(a)/ Intergroup sales and transfers were conducted on an arm's-length basis.
/(b)/ Operating income (loss) includes the following: restructuring charges
(credits) of $(6) million and $37 million in 1995 and 1994, respectively, for
the Delhi Group (Note 3, page U-12); inventory market valuation credits for the
Marathon Group of $(209) million, $(70) million and $(160) million in 1996,
1995 and 1994, respectively (Note 19, page U-22); and in 1995, impairment of
long-lived asset charges of $659 million for the Marathon Group and $16 million
for the U. S. Steel Group (Note 4, page U-12).
U-13
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) 1996 1995 1994
- ------------------------------------------------------------------------------------------------------------------------------------
Far East $ 58 $ 338 $ 52
Europe 103 142 107
Other 232 224 195
----- ----- -----
Total export sales $ 393 $ 704 $ 354
- ------------------------------------------------------------------------------------------------------------------------------------
Geographic Area:
The information below summarizes the operations in different geographic areas.
Transfers between geographic areas are at prices which approximate market.
Revenues
-----------
Within Between Operating
Geographic Geographic Income
(In millions) Year Areas Areas Total (Loss) Assets
- ----------------------------------------------------------------------------------------------------------------------
Marathon Group:
United States 1996 $15,460 $ - $15,460 $ 866 $ 6,604
1995 13,136 - 13,136 129 6,791
1994 12,441 - 12,441 696 7,533
Europe 1996 848 - 848 399 2,230
1995 718 12 730 109 2,372
1994 456 74 530 96 2,646
Other International 1996 24 43 67 (31) 1,317
1995 25 85 110 (125) 946
1994 31 58 89 (37) 772
Eliminations 1996 - (43) (43) - -
1995 - (97) (97) - -
1994 - (132) (132) - -
Total Marathon Group 1996 $16,332 $ - $16,332 $1,234 $10,151
1995 13,879 - 13,879 113 10,109
1994 12,928 - 12,928 755 10,951
- ----------------------------------------------------------------------------------------------------------------------
U. S. Steel Group:
United States 1996 $ 6,519 $ - $ 6,519 $ 363 $ 6,552
1995 6,456 4 6,460 501 6,492
1994 6,000 - 6,000 322 6,435
International 1996 28 - 28 (3) 28
1995 19 - 19 (1) 29
1994 77 - 77 2 45
Eliminations 1996 - - - - -
1995 - (4) (4) - -
1994 - - - - -
Total U. S. Steel Group 1996 $ 6,547 $ - $ 6,547 $ 360 $ 6,580
1995 6,475 - 6,475 500 6,521
1994 6,077 - 6,077 324 6,480
- ----------------------------------------------------------------------------------------------------------------------
Delhi Group:
United States 1996 $ 1,061 $ - $ 1,061 $ 31 $ 715
1995 670 - 670 18 624
1994 585 - 585 (35) 521
- ----------------------------------------------------------------------------------------------------------------------
USX Corporation:
Intergroup Eliminations 1996 $ (96) $ - $ (96) $ - $ (466)
1995 (60) - (60) - (511)
1994 (60) - (60) - (435)
Total USX Corporation 1996 $23,844 $ - $23,844 $1,625 $16,980
1995 20,964 - 20,964 631 16,743
1994 19,530 - 19,530 1,044 17,517
- ----------------------------------------------------------------------------------------------------------------------
U-14
- --------------------------------------------------------------------------------
9. 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, pension benefits under the contributory benefit
provisions cover certain participating salaried employees and are
based upon a percent of total career pensionable 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.
USX 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
for 1996, 1995 and 1994 was determined assuming an expected long-
term rate of return on plan assets of 10%, 10% and 9%,
respectively, and was as follows:
(In millions) 1996 1995 1994
- -----------------------------------------------------------------------------------------------------------------
USX major plans:
Cost of benefits earned during the period $ 106 $ 85 $ 103
Interest cost on projected benefit obligation
(7% for 1996; 8% for 1995; and 6.5% for 1994) 571 607 575
Return on assets - actual loss (return) (1,280) (2,047) 10
- deferred gain (loss) 424 1,205 (818)
Net amortization of unrecognized losses 7 - 4
------- ------- -----
Total major plans (172) (150) (126)
Multiemployer and other USX plans 6 6 6
------- ------- -----
Total periodic pension credit (166) (144) (120)
Curtailment, settlement and termination costs 6 2 4
------- ------- -----
Total pension credit $ (160) $ (142) $(116)
- -----------------------------------------------------------------------------------------------------------------
Funds' status - The assumed discount rate used to measure the
benefit obligations of major plans was 7.5% at December 31, 1996,
and 7% at December 31, 1995. The assumed rate of future increases
in compensation levels was 4% at both year-ends. The following
table sets forth the plans' funded status and the amounts reported
in USX's consolidated balance sheet:
(In millions) December 31 1996 1995
--------------------------------------------------------------------------------------------------
Reconciliation of funds' status to reported amounts:
Projected benefit obligation (PBO)/(a)/ $(7,924) $(8,536)
Plan assets at fair market value/(b)/ 9,883 9,523
------- -------
Assets in excess of PBO/(c)/ 1,959 987
Unrecognized net gain from transition (300) (400)
Unrecognized prior service cost 640 739
Unrecognized net loss (gain) (311) 474
Additional minimum liability/(d)/ (77) (90)
------- -------
Net pension asset included in balance sheet $1,911 $ 1,710
--------------------------------------------------------------------------------------------------
/(a)/PBO includes:
Accumulated benefit obligation (ABO) $ 7,394 $ 7,934
Vested benefit obligation 6,931 7,422
/(b)/Types of assets held:
USX stocks - % 1%
Stocks of other corporations 56% 55%
U.S. Government securities 18% 19%
Corporate debt instruments and other 26% 25%
/(c)/Includes several small plans that have ABOs in excess of plan assets:
PBO $(135) $(139)
Plan assets 18 13
----- -----
PBO in excess of plan assets $(117) $(126)
/(d)/Additional minimum liability recorded was offset by the following:
Intangible asset $42 $54
Stockholders' equity adjustment - net of deferred income tax 22 23
--------------------------------------------------------------------------------------------------
U-15
- --------------------------------------------------------------------------------
10. 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, most benefits have not been
prefunded. In 1994, USX agreed to establish a Voluntary Employee
Beneficiary Association Trust to prefund a portion of health care
and life insurance benefits for retirees covered under the United
Steelworkers of America union agreement. In 1995, USX funded the
initial $25 million contribution and an additional $10 million,
which is the minimum requirement in each succeeding contract year.
In 1996, the $10 million minimum requirement was funded.
Postretirement benefit cost - Postretirement benefit cost for
defined benefit plans for 1996, 1995 and 1994 was determined
assuming discount rates of 7%, 8% and 6.5%, respectively, and an
expected return on plan assets of 10% for 1996 and 1995 and 9% for
1994:
(In millions) 1996 1995 1994
----------------------------------------------------------------------------------------------
Cost of benefits earned during the period $ 26 $ 26 $ 37
Interest on accumulated postretirement benefit obligation (APBO) 183 198 199
Return on assets - actual return (12) (11) (8)
- deferred gain (loss) 1 (1) (2)
Amortization of unrecognized (gains) losses 2 (1) 16
----- ----- -----
Total defined benefit plans 200 211 242
Multiemployer plans/(a)/ 15 15 21
----- ----- -----
Total periodic postretirement benefit cost 215 226 263
Curtailment gain - - (4)
----- ----- -----
Total postretirement benefit cost $ 215 $ 226 $ 259
----------------------------------------------------------------------------------------------
/(a)/ Payments are made to a multiemployer benefit plan created
by the Coal Industry Retiree Health Benefit Act of 1992 based
on assigned beneficiaries receiving benefits. The present
value of this unrecognized obligation is broadly estimated to
be $115 million, including the effects of future medical
inflation, and this amount could increase if additional
beneficiaries are assigned.
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 1996 1995
---------------------------------------------------------------------------------------
Reconciliation of funds' status to reported amounts:
Fair value of plan assets $ 111 $ 116
------- -------
APBO attributable to:
Retirees (1,784) (1,938)
Fully eligible plan participants (233) (260)
Other active plan participants (393) (481)
------- -------
Total APBO (2,410) (2,679)
------- -------
APBO in excess of plan assets (2,299) (2,563)
Unrecognized net (gain) loss (260) 44
Unamortized prior service (6) (6)
------- -------
Accrued liability included in balance sheet $(2,565) $(2,525)
---------------------------------------------------------------------------------------
The assumed discount rate used to measure the APBO was 7.5% and
7% at December 31, 1996, and December 31, 1995, respectively. The
assumed rate of future increases in compensation levels was 4% at
both year-ends. The weighted average health care cost trend rate in
1997 is approximately 8%, declining to an ultimate rate in 2003 of
approximately 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 1996 net periodic postretirement benefit cost by $26 million
and would have increased the APBO as of December 31, 1996, by $224
million.
U-16
- --------------------------------------------------------------------------------
11. Income Taxes
Provisions (credits) for estimated income taxes were:
1996 1995 1994
---------------------------- ---------------------------- ----------------------------
(In millions) Current Deferred Total Current Deferred Total Current Deferred Total
- ----------------------------------------------------------------------------------------------------------------------------------
Federal $143 $ 154 $297 $ 81 $ (68) $ 13 $(16) $ 186 $170
State and local 13 21 34 20 (31) (11) - (9) (9)
Foreign 3 82 85 15 31 46 12 11 23
---- ----- ---- ---- ----- ---- ---- ----- ----
Total $159 $ 257 $416 $116 $ (68) $ 48 $ (4) $ 188 $184
- ----------------------------------------------------------------------------------------------------------------------------------
In 1996 and 1995, the extraordinary loss on extinguishment of
debt included a tax benefit of $5 million and $4 million,
respectively (Note 7, page U-13).
A reconciliation of federal statutory tax rate (35%) to total
provisions follows:
(In millions) 1996 1995 1994
----------------------------------------------------------------------------------------------------
Statutory rate applied to income before taxes $479 $ 94 $ 240
Credits other than foreign tax credits (48) (1) -
State and local income taxes after federal income tax effects 22 (7) (5)
Effects of foreign operations, including foreign tax credits (16) (35)/(a)/ 9
Effects of partially-owned companies (16) (14) (37)
Dispositions of subsidiary investments (8) (5) -
Excess percentage depletion (7) (8) (7)
Nondeductible business and amortization expenses 5 17 8
Adjustment of prior years' income taxes 3 1 (1)
Adjustment of valuation allowances - 6 (24)
Other 2 - 1
---- ----- ----
Total provisions $416 $ 48 $ 184
----------------------------------------------------------------------------------------------------
/(a)/Includes incremental tax benefits of $39 million resulting
from USX's election to credit, rather than deduct, certain
foreign income taxes for federal income tax purposes.
Deferred tax assets and liabilities resulted from the following:
(In millions) December 31 1996 1995
- ------------------------------------------------------------------------------------------------------------------------
Deferred tax assets:
Minimum tax credit carryforwards $ 436 $ 396
Foreign tax credit carryforwards - 85
General business credit carryforwards (expiring in 1997 through 2011) 24 26
State tax loss carryforwards (expiring in 1997 through 2011) 141 138
Foreign tax loss carryforwards (portion of which expire in 2000 through 2011) 519 556
Employee benefits 1,025 1,098
Receivables, payables and debt 79 80
Expected federal benefit for:
Crediting certain foreign deferred income taxes 216 169
Deducting state and other foreign deferred income taxes 41 33
Contingency and other accruals 167 165
Other 155 134
Valuation allowances (396) (424)
------ -----------
Total deferred tax assets 2,407 2,456
------ -----------
Deferred tax liabilities:
Property, plant and equipment 2,180 2,177
Prepaid pensions 721 650
Inventory 319 238
Other 228 173
---- -----------
Total deferred tax liabilities 3,448 3,238
------ -----------
Net deferred tax liabilities $1,041 $ 782
- ------------------------------------------------------------------------------------------------------------------------
USX expects to generate sufficient future taxable income to
realize the benefit of its deferred tax assets. In addition, the
ability to realize the benefit of foreign tax credits is based upon
certain assumptions concerning future operating conditions
(particularly as related to prevailing oil prices), income
generated from foreign sources and USX's tax profile in the years
that such credits may be claimed.
The consolidated tax returns of USX for the years 1990 through
1994 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 $339 million, $(50) million and
$14 million attributable to foreign sources in 1996, 1995 and 1994,
respectively.
Undistributed earnings of consolidated foreign subsidiaries at
December 31, 1996, amounted to $64 million. No provision for
deferred U.S. income taxes has been made because USX intends to
permanently reinvest such earnings in its foreign operations. If
such earnings were not permanently reinvested, a deferred tax
liability of $23 million would have been required.
U-17
- --------------------------------------------------------------------------------
12. Sales of Receivables
USX has agreements (the programs) to sell an undivided interest in
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. At December 31, 1996, the amount sold under the
programs that had not been collected was $740 million, which will
be forwarded to the buyers at the end of the agreements in 1997, or
in the event of earlier contract termination. If USX does not have
a sufficient quantity of eligible accounts receivable to reinvest
in for the buyers, the size of the programs will be reduced
accordingly. The amounts sold under the programs averaged $740
million, $744 million and $737 million for years 1996, 1995 and
1994, respectively. The buyers have rights to a pool of receivables
that must be maintained at a level of 110% to 115% of the programs'
size. 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
one of the agreements, USX may be required to forward to the
buyers, payments collected on sold accounts receivable of $350
million.
Prior to 1993, USX Credit, a division of USX, sold certain of
its loans receivable subject to limited recourse under an agreement
that expires in 1997. 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 1996, 1995 and 1994,
USX Credit net repurchases of loans receivable totaled none, $5
million and $38 million, respectively. At December 31, 1996, the
balance of sold loans receivable subject to recourse was $36
million. Estimated credit losses under the recourse provisions for
loans receivable were recognized when the receivables were sold
consistent with bad debt experience. USX Credit is not actively
seeking new loans at this time, but is subject to market risk
through fluctuations in short-term market rates on sold loans which
pay fixed interest rates. USX Credit significantly reduced credit
risk through a credit policy, which required 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
diversified its portfolio as to types and terms of loans,
borrowers, loan sizes, sources of business and types and locations
of collateral. 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.
As of December 31, 1996, and December 31, 1995, the total
balance of USX Credit real estate and equipment loans subject to
impairment was $57 million and $88 million, prior to recognizing
allowance for credit losses of $27 million and $32 million,
respectively. During 1996, 1995 and 1994, USX Credit recognized
additional credit losses of $1 million, $15 million and $11
million, respectively, which are included in operating costs.
U-18
- --------------------------------------------------------------------------------
13. Investments and Long-Term Receivables
(In millions) December 31 1996 1995
-----------------------------------------------------------------------------------------------------------------------
Equity method investments $ 549 $ 581
Cost method investments 33 33
Deposit in property exchange trust 98 -
Receivables due after one year 67 76
Forward currency contracts 16 28
Other 91 118
------ ------
Total $ 854 $ 836
-----------------------------------------------------------------------------------------------------------------------
Summarized financial information of affiliates accounted for by
the equity method of accounting follows:
(In millions) 1996 1995 1994
-----------------------------------------------------------------------------------------------------------------------
Income data - year:
Revenues $3,274 $3,531 $3,237
Operating income 318 339 333
Net income 193 187 156
-----------------------------------------------------------------------------------------------------------------------
Balance sheet data - December 31:
Current assets $ 925 $1,068
Noncurrent assets 2,728 2,631
Current liabilities 781 784
Noncurrent liabilities 1,582 1,745
-----------------------------------------------------------------------------------------------------------------------
Dividends and partnership distributions received from equity
affiliates were $49 million in 1996, $85 million in 1995 and $44
million in 1994.
USX purchases from equity affiliates totaled $509 million, $458
million and $431 million in 1996, 1995 and 1994, respectively. USX
sales to equity affiliates totaled $830 million, $769 million and
$681 million in 1996, 1995 and 1994, respectively.
- --------------------------------------------------------------------------------
14. Short-Term Credit Agreements
USX had short-term credit agreements totaling $175 million at
December 31, 1996. These agreements are with two banks, with
interest based on their prime rate or London Interbank Offered Rate
(LIBOR), and carry a facility fee of .15%. Certain other banks
provide short-term lines of credit totaling $200 million which
generally require maintenance of compensating balances of 3%. At
December 31, 1996, $41 million was borrowed, leaving $159 million
available in short-term lines of credit.
- --------------------------------------------------------------------------------
15. Preferred Stock
USX is authorized to issue 40,000,000 shares of preferred stock,
without par value -
6.50% Cumulative Convertible Preferred Stock (6.50% Convertible
Preferred Stock) - As of December 31, 1996, 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. This
stock is redeemable at USX's sole option, at a price of $52.275 per
share through March 31, 1997, 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-19
16. Long-Term Debt
Interest December 31
(In millions) Rates - % Maturity 1996 1995
---------------------------------------------------------------------------------------------------------------
USX Corporation:
Revolving credit/(a)/ 2001 $ - $ 60
Commercial paper/(a)/ 6.22 - 133
Senior Notes 9 7/20 - 100
Notes payable 6 3/8 - 9 4/5 1997 - 2023 2,398 2,548
Foreign currency obligations/(b)/ 5 3/4 1998 75 261
Zero Coupon Convertible Senior Debentures/(c)/ 7 7/8 2005 41 37
Convertible Subordinated Debentures/(d)/ 5 3/4 1998 - 2001 180 200
Convertible Subordinated Debentures/(e)/ 7 1998 - 2017 227 227
Obligations relating to Industrial Development and
Environmental Improvement Bonds and Notes/(f)/ 3 11/20 - 6 7/8 1997 - 2030 473 483
Indexed debt/(g)/ 6 3/4 2000 123 -
All other obligations, including sale-leaseback
financing and capital leases 1997 - 2012 104 110
Consolidated subsidiaries:
Guaranteed Notes 7 2002 135 135
Guaranteed Notes 9 3/4 - 161
Guaranteed Loan/(h)/ 9 1/20 1997 - 2006 283 300
Notes payable 5 1/8 - 8 5/8 1997 - 2002 9 11
Sinking Fund Debentures 8 1/2 1997 120 140
All other obligations, including capital leases 1997 - 2009 73 78
------ ------
Total /(i)(j)/ 4,241 4,984
Less unamortized discount 29 47
Less amount due within one year 353 465
----- -------
Long-term debt due after one year $3,859 $4,472
----------------------------------------------------------------------------------------------------------------
/(a)/ An amended agreement which terminates in August 2001,
provides for borrowing under a $2,350 million revolving credit
facility. Interest is based on defined short-term market rates.
During the term of this agreement, USX is obligated to pay a
variable facility fee on total commitments, which was .15% at
December 31, 1996. The commercial paper is supported by the
$2,350 million in unused and available credit and, accordingly,
is classified as long-term debt.
/(b)/ Foreign currency exchange agreements were executed in
connection with the Swiss franc obligations, which effectively
fixed the principal repayment at $59 million at December 31,
1996, and interest in U.S. dollars, thereby eliminating currency
exchange risks (Note 27, page U-26).
/(c)/ The outstanding debentures have a principal at maturity of
$79 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 holders, USX will
purchase debentures at the carrying value of $54 million on
August 9, 2000; USX may elect to pay the purchase price in cash,
shares of Marathon and Steel stocks or notes. USX may call the
debentures for redemption at the issue price plus amortized
discount.
/(d)/ The debentures are convertible into one share of Marathon Stock
and one-fifth of a share of Steel Stock for $56.28, subject to
adjustment, and are redeemable at USX's option.
/(e)/ The debentures are convertible into one share of Marathon
Stock and one-fifth of a share of Steel Stock for $34.22, subject
to adjustment, and may be redeemed by USX.
/(f)/ At December 31, 1996, USX had outstanding obligations
relating to Environmental Improvement Bonds in the amount of $256
million, which were supported by letter of credit arrangements
that could become short-term obligations under certain
circumstances.
/(g)/ The indexed debt represents 6-3/4% exchangeable notes due
February 1, 2000, in the principal amount of
$117 million or $21.375 per note, which was the market price per
share of RMI common stock on November 26, 1996. At maturity, the
principal amount of each note will be mandatorily exchanged by
USX into shares of RMI common stock (or, at USX's option, the
cash equivalent and/or such other consideration as permitted or
required by the terms of the notes) at a defined exchange rate,
which is based on the average market price of RMI common stock
valued in January 2000. The carrying value of the notes is
adjusted quarterly to settlement value and any resulting
adjustment is charged or credited to income and included in
interest and other financial costs.
/(h)/ 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.
/(i)/ Required payments of long-term debt for the years 1998-2001
are $506 million, $101 million, $202 million and $418 million,
respectively.
/(j)/ In the event of a change in control of USX, as defined in
the related agreements, debt obligations totaling
$3,222 million may be declared immediately due and payable. The
principal obligations subject to such a provision are Notes
payable -$2,398 million; and Guaranteed Loan - $283 million. In
such event, USX may also be required to either repurchase the
leased Fairfield slab caster for $112 million or provide a letter
of credit to secure the remaining obligation.
U-20
- --------------------------------------------------------------------------------
17. Property, Plant and Equipment
(In millions) December 31 1996 1995
- ---------------------------------------------------------------------------------------------------------
Marathon Group $16,329 $16,411
U. S. Steel Group 8,347 8,421
Delhi Group 1,008 936
------- ---------
Total 25,684 25,768
Less accumulated depreciation, depletion and amortization 15,280 15,233
------- ---------
Net $10,404 $10,535
- ---------------------------------------------------------------------------------------------------------
Property, plant and equipment includes gross assets acquired
under capital leases (including sale-leasebacks accounted for as
financings) of $141 million at December 31, 1996, and $154 million
at December 31, 1995; related amounts in accumulated depreciation,
depletion and amortization were $91 million and $90 million,
respectively.
- --------------------------------------------------------------------------------
18. 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
--------------------------------------------------------------------------------------
1997 $ 14 $ 207
1998 14 189
1999 14 141
2000 13 181
2001 13 120
Later years 156 279
Sublease rentals - (29)
----- ------
Total minimum lease payments 224 $1,088
======
Less imputed interest costs 95
------
Present value of net minimum lease payments
included in long-term debt $ 129
--------------------------------------------------------------------------------------
Operating lease rental expense:
(In millions) 1996 1995 1994
-------------------------------------------------------------------------------------
Minimum rental $ 231 $ 223 $ 240
Contingent rental 16 20 23
Sublease rentals (8) (8) (7)
----- ------ ---------
Net rental expense $ 239 $ 235 $ 256
-------------------------------------------------------------------------------------
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, operating lease
obligations totaling $144 million may be declared immediately due
and payable.
U-21
- --------------------------------------------------------------------------------
19. Inventories
(In millions) December 31 1996 1995
- -----------------------------------------------------------------------------------
Raw materials $ 594 $ 609
Semi-finished products 309 300
Finished products 908 901
Supplies and sundry items 128 163
------ ------
Total (at cost) 1,939 1,973
Less inventory market valuation reserve - 209
------ ------
Net inventory carrying value $1,939 $1,764
- -----------------------------------------------------------------------------------
At December 31, 1996, and December 31, 1995, the LIFO method
accounted for 93% and 90%, respectively, of total inventory value.
Current acquisition costs were estimated to exceed the above
inventory values at December 31 by approximately $340 million and
$320 million in 1996 and 1995, 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 result in charges or credits to operating income.
Cost of sales was reduced and operating income was increased $13
million in 1994, as a result of a liquidation of LIFO inventories
(immaterial in 1996 and 1995).
- --------------------------------------------------------------------------------
20. Supplemental Cash Flow Information
(In millions) 1996 1995 1994
---------------------------------------------------------------------------------------------------------
Cash provided from (used in) operating activities
included:
Interest and other financial costs paid
(net of amount capitalized) $ (488) $ (605) $ (577)
Income taxes (paid) refunded (127) (170) 16
---------------------------------------------------------------------------------------------------------
Commercial paper and revolving credit arrangements -
net:
Commercial paper - issued $ 1,422 $ 2,434 $ 1,515
- repayments (1,555) (2,651) (1,166)
Credit agreements - borrowings 10,356 4,719 4,545
- repayments (10,340) (4,659) (5,045)
Other credit arrangements - net (36) 40 -
-------- ------- -------
Total $ (153) $ (117) $ (151)
---------------------------------------------------------------------------------------------------------
Noncash investing and financing activities:
Common stock issued for dividend reinvestment
and employee stock plans $ 6 $ 21 $ 4
Contribution of assets to an equity affiliate - - 26
Acquisition of assets - stock issued - - 11
- debt issued 2 - 58
Disposal of assets - notes and common stock received 12 9 3
- liabilities assumed by buyers 25 - -
Decrease in debt resulting from the adoption of
equity method accounting for RMI - - 41
Debt exchanged for debt - - 58
---------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
21. Stock-Based Compensation Plans
The 1990 Stock Plan, as amended, authorizes the Compensation
Committee of the Board of Directors to grant restricted stock and
stock options to key management employees. Such employees are
generally granted awards of the class of common stock intended to
reflect the performance of the group(s) to which their work
relates. 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, 1996, 6,432,382 Marathon Stock shares, 2,044,580
Steel Stock shares and 82,642 Delhi Stock shares were available for
grants in 1997.
Restricted stock represents stock granted for no cash
consideration or for such other consideration as determined by the
Compensation Committee, subject to provisions for forfeiture and
restricting transfer. Those restrictions may be removed as
conditions such as performance, continuous service and other
criteria are met. Restricted stock is issued at the market price
per share at the date of grant and vests over service periods that
range from one to five years.
U-22
Deferred compensation is charged to stockholders' equity when
the restricted stock is granted and subsequently adjusted for
changes in the market value of the underlying stock. The deferred
compensation is expensed over the balance of the vesting period and
adjusted if conditions of the restricted stock grant are not met.
The following table presents information on restricted stock
grants:
Marathon Stock Steel Stock Delhi Stock
----------------------------- ---------------------------- --------------------------
1996 1995 1994 1996 1995 1994 1996 1995 1994
- ------------------------------------------------------------------------------------------------------------
Number of shares
granted 11,495 232,828 9,998 5,605 146,054 10,457 - 10,000 500
Weighted-average
grant-date fair
value per share $ 22.38 $ 19.50 $17.00 $31.94 $ 33.81 $ 34.44 $ - $ 10.25 $15.44
- ------------------------------------------------------------------------------------------------------------
Stock options represent the right to purchase shares of Marathon
Stock, Steel Stock or Delhi Stock at not less than 100 percent of
the market value of the stock at date of grant. Certain options
contain 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. Stock options expire in 10 years from the date they are
granted and vest over a six-month service period.
The following is a summary of stock option activity:
Marathon Stock Steel Stock Delhi Stock
----------------------- ------------------------ ----------------------
Shares Price/(a)/ Shares Price/(a)/ Shares Price/(a)/
----------------------------------------------------------------------------------------------------------
Balance December 31, 1993 4,908,604 $25.31 405,556 $38.96 119,000 $18.89
Granted 551,550 17.00 353,550 34.44 76,800 15.44
Exercised - - (26,479) 23.67 - -
Canceled (281,804) 24.94 (12,327) 40.64 (3,000) 20.00
--------- --------- -------
Balance December 31, 1994 5,178,350 24.44 720,300 37.27 192,800 17.50
Granted 577,950 19.45 361,750 31.97 67,100 12.63
Exercised (22,700) 17.66 (8,680) 21.87 - -
Canceled (677,050) 26.44 (16,720) 31.03 - -
--------- --------- -------
Balance December 31, 1995 5,056,550 23.63 1,056,650 35.68 259,900 16.24
Granted 633,825 22.38 411,705 31.94 77,550 13.63
Exercised (321,985) 17.50 (100,260) 31.98 (1,500) 12.69
Canceled (137,820) 26.82 (22,500) 33.43 (9,000) 17.49
--------- --------- -------
Balance December 31, 1996 5,230,570 23.78 1,345,595 34.85 326,950 15.60
----------------------------------------------------------------------------------------------------------
/(a)/ Weighted-average exercise price.
The following table represents stock options at December 31, 1996:
Options Outstanding and Exercisable
--------------------------------------------------------------------
Number
of Shares Weighted-Average
Range of Under Option Remaining Weighted-Average
Exercise Prices at 12/31/96 Contractual Life Exercise Price
----------------------------------------------------------------------------------------
Marathon Stock $17.00-23.44 2,721,395 7.5 years $20.21
25.38-26.88 1,403,675 1.6 26.18
29.08-29.88 1,105,500 2.9 29.51
---------
Total 5,230,570
---------
Steel Stock $21.88-25.44 54,195 3.9 years $24.42
31.69-34.44 1,005,225 8.5 32.75
44.19 286,175 6.4 44.19
---------
Total 1,345,595
---------
Delhi Stock $10.25-13.63 143,150 8.9 years $13.17
15.44-20.00 183,800 6.7 17.50
---------
Total 326,950
----------------------------------------------------------------------------------------
During 1996, USX adopted SFAS No. 123, Accounting for Stock-
Based Compensation, as discussed in Note 1, page U-11, and elected
to continue to follow the accounting provisions of APB No. 25.
Actual stock-based compensation expense was $8 million in 1996 and
$3 million in 1995 and 1994. Incremental compensation expense, as
determined under SFAS No. 123, was not material. Therefore, pro
forma net income and earnings per share data have been omitted.
U-23
- --------------------------------------------------------------------------------
22. 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 any
Group, as well as dividends and distributions on any class of USX
Common Stock or series of preferred stock and repurchases of any
class of USX Common Stock or series of preferred stock at prices in
excess of par or stated value, will reduce the funds of USX legally
available for payment of dividends on all classes of 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, 1996, the
Available Steel Dividend Amount was at least $2,808 million, and
the Available Delhi Dividend Amount was at least $106 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.
- --------------------------------------------------------------------------------
23. 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 on 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, prior to June 15, 1995, had
designated 14,003,205 shares of Delhi Stock to represent 100% of
the common stockholders' equity value of USX attributable to the
Delhi Group. The Delhi Fraction was the percentage interest in the
Delhi Group represented by the shares of Delhi Stock that were
outstanding at any particular time and, based on 9,438,391
outstanding shares at June 14, 1995, was approximately 67%. The
Marathon Group financial statements reflected a percentage interest
in the Delhi Group of approximately 33% (Retained Interest) through
June 14, 1995. On June 15, 1995, USX eliminated the Marathon
Group's Retained Interest in the Delhi Group (equivalent to
4,564,814 shares of Delhi Stock). This was accomplished through a
reallocation of assets and a corresponding adjustment to debt and
equity attributed to the Marathon and Delhi Groups. The
reallocation was made at a price of $12.75 per equivalent share of
Delhi Stock, or an aggregate of $58 million, resulting in a
corresponding reduction of the Marathon Group debt.
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 (loss)
applicable to the Retained Interest prior to June 15, 1995; 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, 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, provided in each
case, the effect is not antidilutive.
U-24
- --------------------------------------------------------------------------------
24. 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
1996, 1995 and 1994, respectively, the aggregate foreign currency
transaction gains (losses) included in determining net income were
$(24) million, $3 million and $(6) million. An analysis of changes
in cumulative foreign currency translation adjustments follows:
(In millions) 1996 1995 1994
---------------------------------------------------------------
Cumulative adjustments at January 1 $ (8) $ (9) $ (7)
Aggregate adjustments for the year - 1 (2)
----- ----- -----
Cumulative adjustments at December 31 $ (8) $ (8) $ (9)
---------------------------------------------------------------
- -------------------------------------------------------------------------------
25. 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% 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.
- --------------------------------------------------------------------------------
26. Preferred Stock of Subsidiary
USX Capital LLC, a wholly owned subsidiary of USX, sold
10,000,000 shares (carrying value of $250 million) of 8 3/4%
Cumulative Monthly Income Preferred Shares (MIPS) (liquidation
preference of $25 per share) in 1994. Proceeds of the issue were
loaned to USX. USX has the right under the loan agreement to extend
interest payment periods for up to 18 months, and as a consequence,
monthly dividend payments on the MIPS can be deferred by USX
Capital LLC during any such interest payment period. In the event
that USX exercises this right, USX may not declare dividends on any
share of its preferred or common stocks. The MIPS are redeemable at
the option of USX Capital LLC and subject to the prior consent of
USX, in whole or in part from time to time, for $25 per share on or
after March 31, 1999, and will be redeemed from the proceeds of any
repayment of the loan by USX. In addition, upon final maturity of
the loan, USX Capital LLC is required to redeem the MIPS. The
financial costs are included in interest and other financial costs.
U-25
- --------------------------------------------------------------------------------
27. Derivative Instruments
USX uses commodity-based derivative instruments to manage exposure
to price fluctuations related to the anticipated purchase or
production and sale of crude oil, natural gas, natural gas liquids,
refined products and nonferrous metals. The derivative instruments
used, as a part of an overall risk management program, include
exchange-traded futures contracts and options, and instruments
which require settlement in cash such as OTC commodity swaps and
OTC options. While risk management activities generally reduce
market risk exposure due to unfavorable commodity price changes for
raw material purchases and products sold, such activities can also
encompass strategies which assume certain price risk in isolated
transactions.
USX uses forward currency contracts to eliminate the exposure to
currency price fluctuations relating to Swiss franc debt
obligations. The forward currency contracts effectively fix the
principal and interest payments in U.S. dollars at the time of
maturity.
USX remains at risk for possible changes in the market value of
the derivative instrument; however, such risk should be mitigated
by price changes in the underlying hedged item. USX is also exposed
to credit risk in the event of nonperformance by counterparties.
The credit worthiness of counterparties is subject to continuing
review, including the use of master netting agreements to the
extent practical, and full performance is anticipated.
The following table sets forth quantitative information by class
of derivative instrument:
Fair Carrying Recorded
Value Amount Deferred Aggregate
Assets Assets Gain or Contract
(In millions) (Liabilities)(a) (Liabilities) (Loss) Values(b)
--------------------------------------------------------------------------------------------------
December 31, 1996:
Exchange-traded commodity futures $ - $ - $ (2) $ 49
Exchange-traded commodity options (1) /(c)/ (1) (2) 254
OTC commodity swaps/(d)/ (1) /(e)/ (2) - 88
OTC commodity options (6) /(f)/ (6) - 84
---- --- ---- ---------
Total commodities $ (8) $(9) $ (4) $475
---- --- ---- ---------
Forward currency contract/(g)/:
- receivable $ 19 $ 16 $ - $ 59
- payable (1) (1) (1) 10
---- --- ---- ---------
Total currencies $ 18 $15 $ (1) $ 69
--------------------------------------------------------------------------------------------------
December 31, 1995:
Exchange-traded commodity futures $ - $ - $ (5) $ 79
Exchange-traded commodity options - - - 8
OTC commodity swaps 3 /(e)/ (1) (4) 184
OTC commodity options - - - 6
---- --- ---- ---------
Total commodities $ 3 $(1) $ (9) $277
---- --- ---- ---------
Forward currency contracts:
- receivable $105 $101 $ - $184
--------------------------------------------------------------------------------------------------
/(a)/ The fair value amounts for OTC positions are based on
various indices or dealer quotes. The fair value amounts for
currency contracts are based on dealer quotes of forward prices
covering the remaining duration of the foreign exchange contract.
The exchange-traded futures contracts and certain option
contracts do not have a corresponding fair value since changes in
the market prices are settled on a daily basis.
/(b)/ Contract or notional amounts do not quantify risk exposure,
but are used in the calculation of cash settlements under the
contracts. The contract or notional amounts do not reflect the
extent to which positions may offset one another.
/(c)/ Includes fair value for assets of $1 million and for
liabilities of $(2) million.
/(d)/ The OTC swap arrangements vary in duration with certain
contracts extending into early 1998.
/(e)/ Includes fair values as of December 31, 1996 and 1995, for
assets of $3 million and $10 million and for liabilities of $(4)
million and $(7) million, respectively.
/(f)/ Includes fair value for assets of $1 million and for
liabilities of $(7) million.
/(g)/ The forward currency contract matures in 1998.
U-26
- --------------------------------------------------------------------------------
28. 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, excluding derivative financial
instruments disclosed in Note 27, page U-26, by individual balance
sheet account:
1996 1995
---------------- ----------------
Fair Carrying Fair Carrying
(In millions) December 31 Value Amount Value Amount
---------------------------------------------------------------------------------------------
Financial assets:
Cash and cash equivalents $ 55 $ 55 $ 131 $ 131
Receivables 1,270 1,270 1,131 1,131
Investments and long-term receivables 252 211 154 118
------ ------ ------ --------
Total financial assets $1,577 $1,536 $1,416 $1,380
---------------------------------------------------------------------------------------------
Financial liabilities:
Notes payable $ 81 $ 81 $ 40 $ 40
Accounts payable 2,204 2,204 2,157 2,157
Accrued interest 102 102 122 122
Long-term debt (including amounts due within one year) 4,332 4,083 5,179 4,803
------ ------ ------ --------
Total financial liabilities $6,719 $6,470 $7,498 $7,122
---------------------------------------------------------------------------------------------
Fair value of financial instruments classified as current
assets or liabilities approximates carrying value due to the short-
term maturity of the instruments. Fair value of investments and
long-term receivables 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.
In addition to certain derivative financial instruments,
USX's unrecognized financial instruments consist of receivables
sold subject to limited recourse and financial guarantees. It is
not practicable to estimate the fair value of these forms of
financial instrument obligations because there are no quoted market
prices for transactions which are similar in nature. For details
relating to sales of receivables see Note 12, page U-18, and for
details relating to financial guarantees see Note 29, page U-28.
- --------------------------------------------------------------------------------
29. 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.
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.
At December 31, 1996, and December 31, 1995, accrued liabilities
for remediation totaled $144 million and $153 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. Receivables for recoverable costs
from certain states, under programs to assist companies in cleanup
efforts related to underground storage tanks at retail marketing
outlets, were $23 million at December 31, 1996, and $22 million at
December 31, 1995.
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 1996 and 1995, such
capital expenditures totaled $165 million and $111 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.
At December 31, 1996, and December 31, 1995, accrued liabilities
for platform abandonment and dismantlement totaled $118 million and
$128 million, respectively.
U-27
Guarantees -
Guarantees by USX of the liabilities of affiliated entities
totaled $80 million at December 31, 1996, and $68 million at
December 31, 1995. 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 potential losses resulting from
these guarantees. As of December 31, 1996, the largest guarantee
for a single affiliate was $39 million.
At December 31, 1996, and December 31, 1995, USX's pro rata
share of obligations of LOOP LLC and various pipeline affiliates
secured by throughput and deficiency agreements totaled $176
million and $187 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, 1996, and December 31, 1995, contract
commitments for capital expenditures for property, plant and
equipment totaled $526 million and $299 million, respectively.
USX entered into a 15-year take-or-pay arrangement in 1993,
which requires USX to accept pulverized coal each month or pay a
minimum monthly charge of approximately $1.3 million. Charges for
deliveries of pulverized coal totaled $23 million in 1996 and $24
million in 1995. If USX elects to terminate the contract early, a
maximum termination payment of $118 million, which declines over
the duration of the agreement, may be required.
USX is a party to a transportation agreement with Transtar, Inc.
(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 $72 million in 1996 and 1995, including fixed costs
of $20 million in 1996 and $21 million in 1995. The fixed costs are
expected to continue at approximately the same level over the
duration of the agreement.
U-28
Selected Quarterly Financial Data (Unaudited)
1996 1995
-------------------------------------------- ----------------------------------------------
(In millions, except per 4th 3rd 2nd 1st 4th 3rd 2nd 1st
share data) Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr.
- ----------------------------------------------------------------------------------------------------------------------------------
Revenues $6,497 $6,028/(a)/ $5,846/(a)/ $5,473/(a)/ $5,377 /(a)/ $5,253/(a)/ $5,289/(a)/ $5,045/(a)/
Operating income (loss) 496 424 239 466 (432)/(a)/ 315/(a)/ 390/(a)/ 358/(a)/
Operating costs include:
Inventory market valuation
charges (credits) (30) (96) 72 (155) (35) 51 2 (88)
Restructuring credits - - - - - - (6) -
Impairment of long-lived
assets - - - - 675 - - -
Income (loss) before
extraordinary loss 300 233 154 265 (302) 179 190 154
Net income (loss) 291 233 154 265 (304) 174 190 154
- ------------------------------------------------------------------------------------------------------------------------------------
Marathon Stock data:
- --------------------
Income (loss) before
extraordinary loss
applicable to
Marathon Stock $ 167 $ 164 $ 124 $ 216 $ (365) $ 96 $ 107 $ 75
- Per share: primary .58 .57 .43 .75 (1.27) .33 .37 .26
fully diluted .57 .57 .43 .74 (1.27) .33 .37 .26
Dividends paid per share .19 .17 .17 .17 .17 .17 .17 .17
Price range of Marathon
Stock/(b)/:
- Low 21-1/8 20 19-1/8 17-1/4 17-1/2 19-1/4 17-1/8 15-3/4
- High 25-1/2 22-1/8 22-7/8 20-1/2 20-1/8 21-1/2 20-1/4 17-5/8
- ------------------------------------------------------------------------------------------------------------------------------------
Steel Stock data:
- -----------------
Income before
extraordinary loss
applicable to Steel Stock $ 122 $ 64 $ 27 $ 40 $ 57 $ 80 $ 74 $ 68
- Per share: primary 1.43 .76 .32 .49 .68 .99 .99 .89
fully diluted 1.36 .75 .32 .48 .68 .95 .95 .86
Dividends paid per share .25 .25 .25 .25 .25 .25 .25 .25
Price range of Steel
Stock/(b)/:
- Low 26-1/2 24-1/8 27-3/4 30 29-1/8 30-5/8 29-1/4 30
- High 32 29-5/8 35-7/8 37-7/8 33-5/8 39 34-3/4 39-1/8
- ------------------------------------------------------------------------------------------------------------------------------------
Delhi Stock data:
- -----------------
Income (loss) before
extraordinary loss
applicable to Delhi Stock $ 6 $ (1) $ (1) $ 2 $ 1 $ (4) $ 1 $ 3
- Per share: primary and
fully diluted .68 (.14) (.12) .25 .17 (.44) .12 .30
Dividends paid per share .05 .05 .05 .05 .05 .05 .05 .05
Price range of Delhi
Stock/(b)/:
- Low 12-1/8 11-1/2 11-3/8 10 8-5/8 9-3/4 9-1/4 8
- High 16-5/8 14-3/4 14-5/8 12-3/8 10-5/8 11-7/8 13-1/8 10-1/8
- ------------------------------------------------------------------------------------------------------------------------------------
/(a)/ Reclassified to conform to current classifications.
/(b)/ Composite tape.
U-29
Principal Unconsolidated Affiliates (Unaudited)
December 31, 1996
Company Country Ownership Activity
- ------------------------------------------------------------------------------------------------------------
CLAM Petroleum Company Netherlands 50% Oil & Gas Production
Double Eagle Steel Coating Company United States 50% Steel Processing
Kenai LNG Corporation United States 30% Natural Gas Liquification
Laredo-Nueces Pipeline Company United States 50% Natural Gas Transmission
LOCAP, Inc. United States 37% Pipeline & Storage Facilities
LOOP LLC United States 32% Offshore Oil Port
PRO-TEC Coating Company United States 50% Steel Processing
RMI Titanium Company United States 27% Titanium Metal Products
Sakhalin Energy Investment Company Ltd. Russia 30% Oil & Gas Development
Transtar, Inc. United States 46% Transportation
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
- ------------------------------------------------------------------------------------------------------------
Supplementary Information on Mineral Reserves (Unaudited)
Mineral Reserves (other than oil and gas)
Reserves at December 31/(a)/ Production
---------------------------- ------------------------
(Million tons) 1996 1995 1994 1996 1995 1994
- ---------------------------------------------------------------------------------------------
Iron/(b)/ 716.3 730.9 746.4 15.1 15.5 16.0
Coal/(c)/ 859.5 862.8 928.1 7.1 7.5 7.5
- ---------------------------------------------------------------------------------------------
/(a)/ Commercially recoverable reserves include demonstrated (measured and
indicated) quantities which are expressed in recoverable net product tons.
/(b)/ In 1996, iron ore reserves increased .5 million tons due to changes in
estimates of recoverable amounts.
/(c)/ In 1996, coal reserves increased 3.8 million tons after exploration and
lease activity. In addition to production of reserves in 1995, coal
reserves were reduced by an additional 57.8 million tons consisting of 3.1
million tons due to changes in estimate of recoverable amounts; 33.1
million tons due to sales to other parties; and 21.6 million tons as a
result of lease activity and other changes.
Supplementary Information on Oil and Gas Producing Activities (Unaudited)/(a)/
Capitalized Costs and Accumulated Depreciation, Depletion and Amortization
United Other Consolidated Equity
(In millions) December 31 States Europe International Total Affiliates Worldwide
- ----------------------------------------------------------------------------------------------------
1996
Capitalized costs:
Proved properties $7,667 $4,304 $126 $12,097 $183 $12,280
Unproved properties 292 63 68 423 57 480
------ ------ ---- ------- ---- --------
Total 7,959 4,367 194 12,520 240 12,760
------ ------ ---- ------- ---- --------
Accumulated depreciation,
depletion and amortization:
Proved properties 4,715 2,363 60 7,138 120 7,258
Unproved properties 81 2 5 88 - 88
------ ------ ---- ------- ---- --------
Total 4,796 2,365 65 7,226 120 7,346
------ ------ ---- ------- ---- --------
Net capitalized costs $3,163 $2,002 $129 $ 5,294 $120 $ 5,414
- ----------------------------------------------------------------------------------------------------
1995
Capitalized costs:
Proved properties $7,714 $4,354 $355 $12,423 $185 $12,608
Unproved properties 267 68 94 429 39 468
------ ------ ---- ------- ---- --------
Total 7,981 4,422 449 12,852 224 13,076
------ ------ ---- ------- ---- --------
Accumulated depreciation,
depletion and amortization:
Proved properties 4,681 2,227 235 7,143 110 7,253
Unproved properties 85 2 34 121 - 121
------ ------ ---- ------- ---- --------
Total 4,766 2,229 269 7,264 110 7,374
------ ------ ---- ------- ---- --------
Net capitalized costs $3,215 $2,193 $180 $ 5,588 $114 $ 5,702
- ----------------------------------------------------------------------------------------------------
/(a)/ The attached oil and gas production disclosures (pages U-30-U-34) were
revised in 1996 to present USX's share of equity affiliates' operations
in worldwide results.
U-30
Supplementary Information on Oil and Gas Producing Activities
(Unaudited) CONTINUED
Results of Operations for Oil and Gas Producing Activities, Excluding
Corporate Overhead and Interest Costs/(a)/
United Other Consolidated Equity
(In millions) States Europe International Total Affiliates Worldwide
- ----------------------------------------------------------------------------------------------------------------------
1996: Revenues:
Sales/(b)/ $ 451 $ 736 $ 24 $ 1,211 $ 45 $ 1,256
Transfers 858 - 43 901 - 901
------ ----- ----- ------- ---- -------
Total revenues 1,309 736 67 2,112 45 2,157
Expenses:
Production costs/(c)/ (340) (202) (12) (554) (14) (568)
Exploration expenses (97) (24) (24) (145) (3) (148)
Depreciation, depletion
and amortization (302) (160) (14) (476) (12) (488)
Other expenses (31) (5) (15) (51) - (51)
------ ----- ----- ------- ---- -------
Total expenses (770) (391) (65) (1,226) (29) (1,255)
Other production-related
earnings/(d)/ 1 28 - 29 1 30
------ ----- ----- ------- ---- -------
Results before income taxes 540 373 2 915 17 932
Income taxes (credits) 192 115 (1) 306 7 313
------ ----- ----- ------- ---- -------
Results of operations $ 348 $ 258 $ 3 $ 609 $ 10 $ 619
- ----------------------------------------------------------------------------------------------------------------------
1995: Revenues:
Sales/(b)/ $ 395 $ 622 $ 24 $ 1,041 $ 41 $ 1,082
Transfers 706 - 84 790 - 790
------ ----- ----- ------- ---- -------
Total revenues 1,101 622 108 1,831 41 1,872
Expenses:
Production costs (305) (219) (23) (547) (15) (562)
Exploration expenses (68) (37) (39) (144) (2) (146)
Depreciation, depletion
and amortization/(e)/ (361) (184) (54) (599) (11) (610)
Other expenses (29) (5) (4) (38) - (38)
------ ----- ----- ------- ---- -------
Total expenses (763) (445) (120) (1,328) (28) (1,356)
Other production-related
earnings/(d)/ - 31 - 31 1 32
------ ----- ----- ------- ---- -------
Results before income taxes 338 208 (12) 534 14 548
Income taxes (credits) 124 83 (5) 202 5 207
------ ----- ----- ------- ---- -------
Results of operations $ 214 $ 125 $ (7) $ 332 $ 9 $ 341
- ----------------------------------------------------------------------------------------------------------------------
1994: Revenues:
Sales/(b)/ $ 432 $ 411 $ 30 $ 873 $ 33 $ 906
Transfers 545 65 57 667 - 667
------ ----- ----- ------- ---- -------
Total revenues 977 476 87 1,540 33 1,573
Expenses:
Production costs (304) (207) (25) (536) (7) (543)
Exploration expenses (82) (28) (44) (154) (1) (155)
Depreciation, depletion
and amortization (335) (152) (30) (517) (11) (528)
Other expenses (41) (8) (7) (56) - (56)
------ ----- ----- ------- ---- -------
Total expenses (762) (395) (106) (1,263) (19) (1,282)
Other production-related
earnings/(d)/ - 20 - 20 - 20
------ ----- ----- ------- ---- -------
Results before income taxes 215 101 (19) 297 14 311
Income taxes (credits) 80 41 (2) 119 8 127
------ ----- ----- ------- ---- -------
Results of operations $ 135 $ 60 $ (17) $ 178 $ 6 $ 184
- ----------------------------------------------------------------------------------------------------------------------
/(a)/ Includes the results of hedging gains and losses.
/(b)/ Includes net gains and (losses) on asset dispositions, as of December 31,
1996, 1995 and 1994, of $25 million, $(2) million and $20 million,
respectively.
/(c)/ Includes domestic production tax charges of $11 million relating to prior
periods.
/(d)/ Includes revenues, net of associated costs, from third-party activities
that are an integral part of USX's production operations. Third-party
activities may include the processing and/or transportation of third-
party production, and the purchase and subsequent resale of gas utilized
in reservoir management.
/(e)/ Excludes charges of $465 million related to impairment of long-lived
assets.
U-31
Supplementary Information on Oil and Gas Producing Activities
(Unaudited) CONTINUED
Costs Incurred for Property Acquisition, Exploration and Development -
Including Capital Expenditures
United Other Consolidated Equity
(In millions) States Europe International Total Affiliates Worldwide
- -----------------------------------------------------------------------------------------------------------------------
1996: Property acquisition:
Proved $ 36 $ - $ - $ 36 $ - $ 36
Unproved 44 - 2 46 19 65
Exploration 134 26 34 194 1 195
Development 268 31 15 314 3 317
- -----------------------------------------------------------------------------------------------------------------------
1995: Property acquisition:
Proved $ 13 $ - $ 1 $ 14 $ - $ 14
Unproved 24 - - 24 5 29
Exploration 100 42 52 194 1 195
Development 223 44 37 304 8 312
- -----------------------------------------------------------------------------------------------------------------------
1994: Property acquisition:
Proved $ 2 $ - $ 1 $ 3 $ - $ 3
Unproved 11 - 4 15 28 43
Exploration 108 35 39 182 1 183
Development 276 115 31 422 10 432
- -----------------------------------------------------------------------------------------------------------------------
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 Other Consolidated Equity
(Millions of barrels) States Europe International Total Affiliates Worldwide
- -------------------------------------------------------------------------------------------------------------------------
Liquid Hydrocarbons
Proved developed and undeveloped reserves:
Beginning of year - 1994 573 230 39 842 - 842
Purchase of reserves in place 3 - - 3 - 3
Revisions of previous estimates (1) (2) (3) (6) - (6)
Improved recovery 6 - - 6 - 6
Extensions, discoveries and
other additions 13 - - 13 - 13
Production (40) (17) (5) (62) - (62)
Sales of reserves in place (1) - - (1) - (1)
--- --- --- --- --- ---
End of year - 1994 553 211 31 795 - 795
Purchase of reserves in place 2 - - 2 - 2
Revisions of previous estimates (5) (8) (5) (18) - (18)
Improved recovery 4 - - 4 - 4
Extensions, discoveries and
other additions 67 - 3 70 - 70
Production (48) (20) (6) (74) - (74)
Sales of reserves in place (15) - - (15) - (15)
--- --- --- --- --- ---
End of year - 1995 558 183 23 764 - 764
Purchase of reserves in place 26 - - 26 - 26
Revisions of previous estimates 3 (1) 3 5 - 5
Improved recovery 19 - - 19 - 19
Extensions, discoveries and
other additions 54 13 15 82 - 82
Production (45) (18) (3) (66) - (66)
Sales of reserves in place (26) - (12) (38) - (38)
--- --- --- --- --- ---
End of year - 1996 589 177 26 792 - 792
- -------------------------------------------------------------------------------------------------------------------------
Proved developed reserves:
Beginning of year - 1994 494 221 29 744 - 744
End of year - 1994 493 202 22 717 - 717
End of year - 1995 470 182 21 673 - 673
End of year - 1996 443 163 11 617 - 617
- -------------------------------------------------------------------------------------------------------------------------
U-32
Supplementary Information on Oil and Gas Producing Activities
(Unaudited) CONTINUED
Estimated Quantities of Proved Oil and Gas Reserves (continued)
United Other Consolidated Equity
(Billions of cubic feet) States Europe International Total Affiliates Worldwide
- ----------------------------------------------------------------------------------------------------------------------
Natural Gas
Proved developed and undeveloped reserves:
Beginning of year - 1994 2,044 1,619 85 3,748 153 3,901
Purchase of reserves in place 9 - - 9 - 9
Revisions of previous estimates 11 (7) (11) (7) 10 3
Extensions, discoveries and
other additions 303 - - 303 4 307
Production (210) (128) (7) (345) (14) (359)
Sales of reserves in place (30) - (24) (54) - (54)
----- ----- --- ----- --- -----
End of year - 1994 2,127 1,484 43 3,654 153 3,807
Purchase of reserves in place 24 - - 24 - 24
Revisions of previous estimates (17) (12) (3) (32) (7) (39)
Improved recovery 1 - - 1 - 1
Extensions, discoveries and
other additions 313 26 - 339 - 339
Production (231) (154) (5) (390) (15) (405)
Sales of reserves in place (7) - - (7) - (7)
----- ----- --- ----- --- -----
End of year - 1995 2,210 1,344 35 3,589 131 3,720
Purchase of reserves in place 10 - - 10 - 10
Revisions of previous estimates (27) 26 (14) (15) 9 (6)
Improved recovery 10 - - 10 - 10
Extensions, discoveries and
other additions 308 2 5 315 8 323
Production (247) (166) (5) (418) (16) (434)
Sales of reserves in place (25) (28) - (53) - (53)
----- ----- --- ----- --- -----
End of year - 1996 2,239 1,178 21 3,438 132 3,570
- ----------------------------------------------------------------------------------------------------------------------
Proved developed reserves:
Beginning of year - 1994 1,391 1,566 83 3,040 95 3,135
End of year - 1994 1,442 1,436 41 2,919 104 3,023
End of year - 1995 1,517 1,300 35 2,852 105 2,957
End of year - 1996 1,720 1,133 16 2,869 100 2,969
- ----------------------------------------------------------------------------------------------------------------------
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, including abandonment and
dismantlement 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-33
Supplementary Information on Oil and Gas Producing Activities
(Unaudited) CONTINUED
Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Oil
and Gas Reserves (continued)
United Other Consolidated Equity
(In millions) States Europe International Total Affiliates Worldwide
- ---------------------------------------------------------------------------------------------------------------------
December 31, 1996:
Future cash inflows $19,640 $ 8,177 $ 631 $28,448 $ 390 $28,838
Future production costs (5,442) (2,454) (177) (8,073) (153) (8,226)
Future development costs (762) (179) (45) (986) (35) (1,021)
Future income tax expenses (4,151) (2,256) (115) (6,522) (78) (6,600)
------- ------- ----- ------- ------- ---------
Future net cash flows 9,285 3,288 294 12,867 124 12,991
10% annual discount for
estimated timing of cash flows (4,232) (1,033) (69) (5,334) (40) (5,374)
------- ------- ----- ------- ------- ---------
Standardized measure of
discounted future net cash
flows relating to proved oil
and gas reserves $ 5,053 $ 2,255 $ 225 $ 7,533 $ 84 $ 7,617
- ---------------------------------------------------------------------------------------------------------------------
December 31, 1995:
Future cash inflows $12,944 $ 6,204 $ 460 $19,608 $ 337 $19,945
Future production costs (4,397) (2,537) (148) (7,082) (152) (7,234)
Future development costs (535) (74) (22) (631) (24) (655)
Future income tax expenses (2,253) (901) (86) (3,240) (57) (3,297)
------- ------- ----- ------- ------- ---------
Future net cash flows 5,759 2,692 204 8,655 104 8,759
10% annual discount for
estimated timing of cash flows (2,608) (1,039) (46) (3,693) (29) (3,722)
------- ------- ----- ------- ------- ---------
Standardized measure of
discounted future net cash
flows relating to proved oil
and gas reserves $ 3,151 $ 1,653 $ 158 $ 4,962 $ 75 $ 5,037
- ---------------------------------------------------------------------------------------------------------------------
December 31, 1994:
Future cash inflows $11,473 $ 7,965 $ 572 $20,010 $ 375 $20,385
Future production costs (4,656) (2,971) (185) (7,812) (153) (7,965)
Future development costs (506) (162) (40) (708) (20) (728)
Future income tax expenses (1,620) (1,717) (110) (3,447) (74) (3,521)
------- ------- ----- ------- ------- ---------
Future net cash flows 4,691 3,115 237 8,043 128 8,171
10% annual discount for
estimated timing of cash flows (2,233) (1,171) (63) (3,467) (42) (3,509)
------- ------- ----- ------- ------- ---------
Standardized measure of
discounted future net cash
flows relating to proved oil
and gas reserves $ 2,458 $ 1,944 $ 174 $ 4,576 $ 86 $ 4,662
- ---------------------------------------------------------------------------------------------------------------------
Summary of Changes in Standardized Measure of Discounted Future Net Cash Flows
Relating to Proved Oil and Gas Reserves
Consolidated Total Equity Affiliates Worldwide
--------------------------- ------------------------- ---------------------------
(In millions) 1996 1995 1994 1996 1995 1994 1996 1995 1994
- ----------------------------------------------------------------------------------------------------------------------
Sales and transfers of
oil and gas produced,
net of production costs $(1,558) $(1,285) $(1,003) $ (31) $ (26) $ (25) $(1,589) $(1,311) $(1,028)
Net changes in prices and
production costs related
to future production 3,651 97 1,407 37 5 9 3,688 102 1,416
Extensions, discoveries and
improved recovery, less
related costs 1,572 852 316 9 - 6 1,581 852 322
Development costs incurred
during the period 314 304 422 3 8 10 317 312 432
Changes in estimated future
development costs (316) (56) (265) (10) (8) (6) (326) (64) (271)
Revisions of previous
quantity estimates 15 (117) (50) 9 (5) 8 24 (122) (42)
Net changes in purchases
and sales of minerals
in place (58) (39) (26) - - - (58) (39) (26)
Accretion of discount 658 624 497 11 19 14 669 643 511
Net change in income taxes (1,342) 186 (300) (11) (2) (1) (1,353) 184 (301)
Other (365) (180) (141) (8) (2) (3) (373) (182) (144)
- ----------------------------------------------------------------------------------------------------------------------
Net change for the year 2,571 386 857 9 (11) 12 2,580 375 869
Beginning of year 4,962 4,576 3,719 75 86 74 5,037 4,662 3,793
- ----------------------------------------------------------------------------------------------------------------------
End of year $ 7,533 $ 4,962 $ 4,576 $ 84 $ 75 $ 86 $ 7,617 $ 5,037 $ 4,662
- ----------------------------------------------------------------------------------------------------------------------
U-34
Five-Year Operating Summary - Marathon Group
1996 1995 1994 1993 1992
- ---------------------------------------------------------------------------------------------------------------
Net Liquid Hydrocarbon Production
(thousands of barrels per day)
United States 122 132 110 111 118
International- Europe 51 56 48 26 36
- Other 8 17 14 19 20
------------------------------------------------
Total Worldwide 181 205 172 156 174
- ---------------------------------------------------------------------------------------------------------------
Net Natural Gas Production
(millions of cubic feet per day)
United States 676 634 574 529 593
International - Europe 518/(a)/ 483/(a)/ 382 356 326
- Other 13 15 18 17 12
------------------------------------------------
Total Consolidated 1,207 1,132 974 902 931
Equity production - CLAM Petroleum Co. 45 44 40 35 41
------------------------------------------------
Total Worldwide 1,252 1,176 1,014 937 972
- ---------------------------------------------------------------------------------------------------------------
Average Sales Prices
Liquid Hydrocarbons (dollars per barrel)/(b)/
United States $18.58 $14.59 $13.53 $14.54 $16.47
International 20.34 16.66 15.61 16.22 18.95
Natural Gas (dollars per thousand cubic feet)/(b)/
United States $ 2.09 $ 1.63 $ 1.94 $ 1.94 $ 1.60
International 1.97 1.80 1.58 1.52 1.77
- ---------------------------------------------------------------------------------------------------------------
Net Proved Reserves - year-end
Liquid Hydrocarbons (millions of barrels)
Beginning of year 764 795 842 848 868
Extensions, discoveries and other additions 82 70 13 21 27
Improved recovery 19 4 6 24 12
Revisions of previous estimates 5 (18) (6) 4 5
Net purchase (sale) of reserves in place (12) (13) 2 2 (3)
Production (66) (74) (62) (57) (61)
------------------------------------------------
Total 792 764 795 842 848
- ---------------------------------------------------------------------------------------------------------------
Natural Gas (billions of cubic feet)/(c)/
Beginning of year 3,720 3,807 3,901 4,030 4,258
Extensions, discoveries and other additions 323 339 307 248 148
Improved recovery 10 1 - 33 6
Revisions of previous estimates (6) (39) 3 (21) 54
Net purchase (sale) of reserves in place (43) 17 (45) (59) (84)
Production (434) (405) (359) (330) (352)
------------------------------------------------
Total 3,570 3,720 3,807 3,901 4,030
- ---------------------------------------------------------------------------------------------------------------
U.S. Refinery Operations (thousands of barrels per day)
In-use crude oil capacity - year-end/(d)/ 570 570 570 570 620
Refinery runs - crude oil refined 511 503 491 549 546
- other charge and blend stocks 96 94 107 102 79
In-use capacity utilization rate 90% 88% 86% 90% 88%
- ---------------------------------------------------------------------------------------------------------------
U.S. Refined Product Sales (thousands of barrels per day)
Gasoline 468 445 443 420 404
Distillates 192 180 183 179 169
Other products 115 122 117 127 134
------------------------------------------------
Total 775 747 743 726 707
Matching buy/sell volumes included in above 71 47 73 47 56
- ---------------------------------------------------------------------------------------------------------------
U.S. Refined Product Marketing Outlets - year-end
Marathon operated terminals 51 51 51 51 52
Retail - Marathon Brand 2,392 2,380 2,356 2,331 2,290
- Emro Marketing Company 1,592 1,627 1,659 1,571 1,549
- ---------------------------------------------------------------------------------------------------------------
/(a)/ Includes gas acquired for injection and subsequent resale of 32 million
cubic feet per day in 1996 and 35 million cubic feet per day in 1995.
/(b)/ Prices exclude gains/losses from hedging activities.
/(c)/ Includes Marathon's interest in equity affiliate reserves.
/(d)/ The 50,000 barrel per day Indianapolis Refinery was temporarily idled in
October 1993.
U-35
Five-Year Operating Summary - U. S. Steel Group
(Thousands of net tons, unless otherwise noted) 1996 1995 1994 1993 1992
- ----------------------------------------------------------------------------------------
Raw Steel Production
Gary, IN 6,840 7,163 6,768 6,624 5,969
Mon Valley, PA 2,746 2,740 2,669 2,507 2,276
Fairfield, AL 1,862 2,260 2,240 2,203 2,146
All other plants/(a)/ - - - - 44
--------------------------------------
Total Raw Steel Production 11,448 12,163 11,677 11,334 10,435
Total Cast Production 11,407 12,120 11,606 11,295 8,695
Continuous cast as % of total production 99.6 99.6 99.4 99.7 83.3
- ----------------------------------------------------------------------------------------
Raw Steel Capability (average)
Continuous cast 12,800 12,500 11,990 11,850 9,904
Ingots - - - - 2,240
--------------------------------------
Total 12,800 12,500 11,990 11,850 12,144
Total production as % of total capability 89.4 97.3 97.4 95.6 85.9
Continuous cast as % of total capability 100.0 100.0 100.0 100.0 81.6
- ----------------------------------------------------------------------------------------
Hot Metal Production 9,716 10,521 10,328 9,972 9,270
- ----------------------------------------------------------------------------------------
Coke Production 6,777 6,770 6,777 6,425 5,917
- ----------------------------------------------------------------------------------------
Iron Ore Pellets - Minntac, MN
Production as % of capacity 85 86 90 90 83
Shipments 14,962 15,218 16,174 15,911 14,822
- ----------------------------------------------------------------------------------------
Coal Production
Metallurgical coal/(b)/ 7,283 7,509 7,424 8,142 7,311
Steam coal/(b)(c)/ - - - 2,444 5,239
--------------------------------------
Total 7,283 7,509 7,424 10,586 12,550
Total production as % of capacity 90.5 93.3 93.7 95.6 93.6
- ----------------------------------------------------------------------------------------
Coal Shipments/(b)(c)/ 7,117 7,502 7,698 10,980 12,164
- ----------------------------------------------------------------------------------------
Steel Shipments by Product
Sheet and tin mill products 9,541 9,267 8,728 8,364 7,514
Plate, tubular, structural and other
steel mill products/(a)/ 1,831 2,111 1,840 1,605 1,340
--------------------------------------
Total 11,372 11,378 10,568 9,969 8,854
Total as % of domestic steel industry 11.3 11.7 11.1 11.3 10.8
- ----------------------------------------------------------------------------------------
Steel Shipments by Market
Steel service centers 2,831 2,564 2,780 2,831 2,676
Transportation 1,721 1,636 1,952 1,771 1,553
Further conversion:
Joint ventures 1,542 1,332 1,308 1,074 449
Trade customers 1,227 1,084 1,058 1,150 1,104
Containers 874 857 962 835 715
Construction 865 671 722 667 598
Oil, gas and petrochemicals 746 748 367 342 255
Export 493 1,515 355 327 584
All other 1,073 971 1,064 972 920
--------------------------------------
Total 11,372 11,378 10,568 9,969 8,854
- ----------------------------------------------------------------------------------------
/(a)/ In April 1992, U. S. Steel closed South (IL) Works and ceased production
of structural products.
/(b)/ The Maple Creek Coal Mine, which was idled in January 1994 and sold in
June 1995, 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.
U-36
Five-Year Operating Summary - Delhi Group
1996 1995 1994 1993 1992
- --------------------------------------------------------------------------------------------------------------
Sales Volumes
Natural gas throughput (millions of cubic feet per day)
Gas sales 543.5 567.0 624.5 556.7 546.4
Transportation 454.5 300.5 271.4 322.1 282.6
------------------------------------------------
Total systems throughput 998.0 867.5 895.9 878.8 829.0
Trading sales 559.1 423.9 94.7 - -
Partnerships - equity share/(a)(b)/ - 5.2 19.6 17.9 27.8
------------------------------------------------
Total sales volumes 1,557.1 1,296.6 1,010.2 896.7 856.8
NGLs sales
Thousands of gallons per day 790.7 792.5 755.7 772.5 714.2
- --------------------------------------------------------------------------------------------------------------
Gross Unit Margin ($/mcf)/(c)/ $ 0.24 $ 0.23 $ 0.31 $ 0.46 $ 0.48
- --------------------------------------------------------------------------------------------------------------
Pipeline Mileage (including partnerships)
Arkansas/(a)/ - - 349 362 377
Colorado/(d)/ - - - - 91
Kansas/(e)/ - - - 164 164
Louisiana/(e)/ - - - 141 141
Oklahoma/(a)(e)/ 2,916 2,820 2,990 2,908 2,795
Texas/(b)(e)/ 4,444 4,110 4,060 4,544 4,811
------------------------------------------------
Total 7,360 6,930 7,399 8,119 8,379
- --------------------------------------------------------------------------------------------------------------
Plants - operating at year-end
Gas processing 16 15 15 15 14
Sulfur 6 6 6 3 3
- --------------------------------------------------------------------------------------------------------------
Dedicated Gas Reserves - year-end (billions of cubic feet)
Beginning of year 1,743 1,650 1,663 1,652 1,643
Additions 611 455 431 382 273
Production (365) (317) (334) (328) (307)
Revisions/Asset Sales - (45) (110) (43) 43
------------------------------------------------
Total 1,989 1,743 1,650 1,663 1,652
- --------------------------------------------------------------------------------------------------------------
/(a)/ In 1995, the Delhi Group sold its 25% interest in Ozark Gas Transmission
System.
/(b)/ In 1993, the Delhi Group sold its 25% interest in Red River Pipeline.
/(c)/ Amounts have been reclassified to conform to 1996 classifications.
/(d)/ In 1993, the Delhi Group sold its pipeline systems located in Colorado.
/(e)/ In 1994, the Delhi Group sold certain pipeline systems associated with
the planned disposition of nonstrategic assets.
U-37
Management's Discussion and Analysis
USX Corporation ("USX") is a diversified company engaged
primarily 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.
Accordingly, Management's Discussion and Analysis of USX provides
certain information about each of the Groups, particularly in
Management's Discussion and Analysis of Operations by Industry
Segment. More expansive information is provided in Management's
Discussion and Analysis of the Marathon Group, U. S. Steel Group
and Delhi Group, which are included in Form 10-K. Management's
Discussion and Analysis should be read in conjunction with the
Consolidated Financial Statements and Notes to Consolidated
Financial Statements.
Certain sections of Management's Discussion and Analysis include
forward-looking statements concerning trends or events potentially
affecting USX. These statements typically contain words such as
"anticipates", "believes", "estimates", "expects" or similar words
indicating that future outcomes are uncertain. In accordance with
"safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995, these statements are accompanied by cautionary
language identifying important factors, though not necessarily all
such factors, that could cause future outcomes to differ materially
from those set forth in forward-looking statements.
Management's Discussion and Analysis of Income
Revenues for each of the last three years are summarized in the
following table:
(Dollars in millions) 1996 1995 1994
-------------------------------------------------------------------------------------------------
Revenues/(a)/
Marathon Group $16,332 $13,879 $12,928
U. S. Steel Group 6,547 6,475 6,077
Delhi Group/(b)/ 1,061 670 585
Eliminations (96) (60) (60)
------- ------- -------
Total USX Corporation revenues 23,844 20,964 19,530
Less:
Matching crude oil and refined product buy/sell transactions/(c)/ 2,912 2,067 2,071
Consumer excise taxes on petroleum products and merchandise/(c)/ 2,768 2,708 2,542
------- ------- -------
Revenues adjusted to exclude above items $18,164 $16,189 $14,917
-------------------------------------------------------------------------------------------------
/(a)/ Amounts in 1995 and 1994 were reclassified in 1996 to
include gains and losses on disposal of operating assets. Prior
to reclassification, these gains and losses were included in
other income.
/(b)/ Prior to 1996, the Delhi Group reported natural gas
treating, dehydration, compression and other service fees as a
reduction to cost of sales. Beginning with 1996, these fees are
reported as revenue; accordingly, amounts for prior years have
been reclassified.
/(c)/ Included in both revenues and operating costs for the
Marathon Group and USX Consolidated.
Adjusted revenues increased by $1,975 million, or 12%, in 1996
as compared with 1995, reflecting increases of 17% for the Marathon
Group, 1% for the U. S. Steel Group and 58% for the Delhi Group.
Adjusted revenues increased by $1,272 million, or 8%, in 1995 as
compared with 1994, reflecting increases of 9% for the Marathon
Group, 7% for the U. S. Steel Group and 15% for the Delhi Group.
U-38
Management's Discussion and Analysis continued
Operating income and certain items included in operating income for
each of the last three years are summarized in the following table:
(Dollars in millions) 1996 1995 1994
---------------------------------------------------------------------------------
Operating income/(a)/ $1,625 $ 631 $1,044
Less: Certain favorable (unfavorable) items
Inventory market valuation adjustment/(b)/ 209 70 160
Net gains on certain asset sales 16 - 166
Certain Gary Works blast furnace repairs/(c)/ (39) (34) -
Charges for withdrawal from MPA/(d)/ (10) - -
Certain state tax adjustments/(e)/ (11) - 12
Employee reorganization charges/(f)/ (13) - (44)
Impairment of long-lived assets/(g)/ - (675) -
Adjustments for certain employee-related costs - 18 -
Effects of restructuring - 6 (37)
Expected environmental remediation recoveries/(h)/ - 15 -
Certain legal accruals - (44) -
Sale of coal seam methane gas royalty interests - - 13
Certain weather-related and other effects/(i)/ - - (44)
------ ------ ------
Subtotal 152 (644) 226
------ ------ ------
Operating income adjusted to exclude above items $1,473 $1,275 $ 818
-------------------------------------------------------------------------------
/(a)/ Amounts in 1995 and 1994 were reclassified in 1996 to
include gains and losses on disposal of operating assets. Prior
to reclassification, these gains and losses were included in
other income.
/(b)/ The inventory market valuation reserve reflects the extent
to which the recorded costs of crude oil and refined products
inventories exceed net realizable value. The reserve was adjusted
to $0 in December 1996.
/(c)/ Amounts in 1996 and 1995 reflect repair of damages incurred
during a refractory break-out at the No. 13 blast furnace on
April 2, 1996, and in an explosion at the No. 8 blast furnace on
April 5, 1995, respectively.
/(d)/ Marine Preservation Association ("MPA") is a non-profit oil
spill response group.
/(e)/ The 1996 amount reflected domestic production tax accruals
for prior years; the 1994 amount related to various settlements.
/(f)/ Primarily related to employee costs associated with work
force reduction programs.
/(g)/ Related to adoption of Statement of Financial Accounting
Standards No. 121- "Accounting For the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed Of" ("SFAS No.
121").
/(h)/ For expected recoveries from state governments of
expenditures related to underground storage tanks at retail
marketing outlets.
/(i)/ Included charges related to utility curtailments and other
severe winter weather complications, a caster fire at the Mon
Valley Works and planned outages for the modernization of the
Gary Works' hot strip mill and pickle line.
Adjusted operating income increased by $198 million in 1996 as
compared with 1995, reflecting increases of $343 million for the
Marathon Group and $19 million for the Delhi Group, partially
offset by a decline of $164 million for the U. S. Steel Group.
Adjusted operating income increased by $457 million in 1995 as
compared with 1994, reflecting increases of $228 million, $221
million and $8 million for the Marathon Group, U. S. Steel Group
and Delhi Group, respectively. For further discussion, see
Management's Discussion and Analysis of Operations by Industry
Segment.
Net pension credits included in operating income totaled $160
million in 1996, compared with $142 million in 1995 and $116
million in 1994. The increase in 1996 from 1995 mainly reflected a
decrease in the assumed discount rate and an increase in the
market-related value of plan assets. The increase in 1995 from 1994
reflected an increase in the expected long-term rate of return on
plan assets, partially offset by an increase in the assumed
discount rate and a decline in the market-related value of plan
assets. For further discussion, see Note 9 to the Consolidated
Financial Statements.
Other income for each of the last three years is summarized in
the following table:
(Dollars in millions) 1996 1995 1994
- ----------------------------------------------------------------------------
Income from affiliates - equity method $ 85 $ 89 $ 64
Gain on sale of investments/(a)/ 21 3 5
Other income/(b)/ 5 9 9
----- ----- -----
Total other income/(c)/ $ 111 $ 101 $ 78
- ----------------------------------------------------------------------------
/(a)/ Amount in 1996 primarily reflected sale of the Marathon
Group's equity interest in a domestic pipeline company.
/(b)/ Amount in 1995 included a $5 million favorable effect
related to a Delhi Group restructuring program.
/(c)/ Amounts in 1995 and 1994 were reclassified in 1996 to
exclude gains and losses on disposal of operating assets. These
gains and losses are now included in revenues.
U-39
Management's Discussion and Analysis continued
Increases in income from affiliates in 1995 were primarily for
the U. S. Steel Group.
Gain on affiliate stock offering totaled $53 million in 1996.
For further details see Note 5 to the Consolidated Financial
Statements.
Interest and other financial costs in 1996 included an $8
million favorable effect related to interest provided for potential
income tax deficiencies. Interest and other financial costs in 1995
included a $20 million favorable effect of interest on refundable
federal income taxes paid in prior years. Interest and other
financial costs in 1994 included a $35 million favorable effect
resulting from settlement of various state tax issues. Excluding
these items, interest and other financial costs decreased by $64
million in 1996 as compared with 1995, due primarily to lower
average debt levels, and increased by $25 million in 1995 as
compared with 1994, due primarily to reduced capitalized interest
for the Marathon Group.
The provision for estimated income taxes in 1996 included a $48
million benefit, primarily from nonconventional fuel source
credits. The provision in 1995 included a $39 million incremental
U.S. income tax benefit resulting from USX's election to credit,
rather than deduct, foreign income taxes for U.S. federal income
tax purposes. The provision in 1994 included a $32 million deferred
tax benefit related to an excess of tax over book basis in an
equity affiliate, and a $24 million credit for the reversal of a
deferred tax valuation allowance. For further discussion, see Note
11 to the Consolidated Financial Statements.
Extraordinary loss reflected the unfavorable aftertax effects of
the early extinguishment of debt. In December 1996, USX irrevocably
called for redemption on January 30, 1997, 8-1/2% Sinking Fund
Debentures Due 2006, with a carrying value of $120 million,
resulting in an extraordinary loss of $9 million, net of an income
tax benefit of $5 million. In 1995, USX extinguished $553 million
of debt prior to maturity, primarily consisting of Zero Coupon
Convertible Senior Debentures Due 2005, with a carrying value of
$393 million ($264 million in original proceeds and $129 million of
amortized discount) and $83 million of 8-1/2% Sinking Fund
Debentures, which resulted in an extraordinary loss of $7 million,
net of an income tax effect of $4 million.
Net income was $943 million in 1996, $214 million in 1995 and
$501 million in 1994. Excluding the $430 million unfavorable
aftertax effect of adoption of SFAS No. 121 in 1995, net income
increased by $299 million in 1996 as compared with 1995, and by
$143 million in 1995 as compared with 1994, primarily reflecting
the factors discussed above.
Management's Discussion and Analysis of Financial Condition, Cash Flows and
Liquidity
Current assets increased by $162 million from year-end 1995,
primarily reflecting increased inventory and receivable balances,
partially offset by a decline in cash and cash equivalents. The
increase in inventories primarily reflected higher year-end refined
product prices resulting in the reduction to zero of the inventory
market valuation reserve, and increased iron ore and steel products
inventories. The increase in receivables primarily reflected
increased trade receivables, partially offset by a decrease in
foreign currency exchange receivables (reflecting retirement of
foreign currency debt obligations related to Swiss Franc Bonds
retired in 1996) and a decrease in notes receivable. The decline in
cash and cash equivalents primarily reflected cash used for capital
expenditures and dividend payments and other financial activities
(including repayment of long-term debt) in excess of cash provided
from operating activities and disposal of assets.
Net property, plant and equipment decreased by $131 million from
year-end 1995, primarily reflecting depreciation, depletion and
amortization ("DD&A") expense, asset dispositions and dry well
write-offs, partially offset by property additions. Asset
dispositions included interests in oil producing properties in
Alaska and certain production properties in Indonesia, the U.K.
North Sea and Tunisia.
Total long-term debt and notes payable decreased by $684 million
from year-end 1995, mainly reflecting cash flows provided from
operating activities and asset sales, in excess of cash used for
capital expenditures and dividend payments. At December 31, 1996,
USX had no outstanding borrowings against its $2,350 million long-
term revolving credit agreement. At December 31, 1996, USX had
short-term credit agreements totaling $175 million. These
agreements are with two banks, with interest based on their prime
rate or London Interbank Offered Rate ("LIBOR"), and carry a
facility fee of .15%. Certain other banks provide short-term lines
of credit totaling $200 million which generally require maintenance
of compensating balances of 3%. At December 31, 1996, USX had $41
million borrowed, leaving $159 million available in short-term
lines of credit.
Stockholders' equity increased by $694 million from year-end
1995 mainly reflecting 1996 net income and the issuance of
additional common equity (mainly USX - U. S. Steel Group Common
Stock), partially offset by dividend payments.
U-40
Management's Discussion and Analysis continued
At December 31, 1996, USX's ratio of debt and preferred stock of
subsidiary to total capitalization was 48%, compared with 55% at
December 31, 1995.
Net cash provided from operating activities for each of the
last three years is summarized in the following table:
(Dollars in millions) 1996 1995 1994
----------------------------------------------------------------------------------------
Net cash provided from operating activities $1,649 $1,632 $ 817
Less: Effects of certain payments
To the Internal Revenue Service/(a)/ (59) - -
Related to certain state tax issues (39) - (124)
For settlement of Pickering v. USX litigation (28) (20) -
Related to the B&LE litigation - - (367)
Of amortized discount on zero coupon debentures - (129) -
To fund the U. S. Steel Group's principal pension plan/(b)/ - (169) -
------ ------ ------
Subtotal (126) (318) (491)
------ ------ ------
Net cash provided from operating activities
adjusted to exclude above items $1,775 $1,950 $1,308
----------------------------------------------------------------------------------------
/(a) / For certain agreed and unagreed adjustments relating to
the 1990 tax year.
/(b) / Reflects proceeds from the public offering of 5,000,000
shares of USX - U. S. Steel Group Common Stock.
Adjusted cash provided from operating activities decreased by
$175 million in 1996 as compared with 1995, due primarily to
unfavorable working capital changes. Adjusted cash provided from
operating activities increased by $642 million in 1995 as compared
with 1994, due primarily to improved profitability and favorable
working capital changes.
Capital expenditures for each of the last three years are
summarized in the following table:
(Dollars in millions) 1996 1995 1994
--------------------------------------------------------------------------------
Marathon Group
Exploration and production ("upstream")
United States $ 424 $ 322 $ 351
International 80 141 185
Refining, marketing and transportation ("downstream") 234 170 209
Other 13 9 8
------ ------ ------
Subtotal Marathon Group 751 642 753
U. S. Steel Group 337 324 248
Delhi Group 80 50 32
------ ------ ------
Total USX Corporation capital expenditures $1,168 $1,016 $1,033
--------------------------------------------------------------------------------
Marathon Group capital expenditures in 1996 included projects
for development and exploitation of oil and gas properties;
acquisition of producing properties, primarily in Texas, Wyoming
and Alaska; upgrading and expanding Emro Marketing Company's
network of retail outlets and modification of refinery facilities.
U. S. Steel Group expenditures included a blast furnace reline and
construction of a new galvanizing line at Fairfield Works,
additional environmental expenditures, primarily at Gary Works, and
spending related to the No. 13 blast furnace refractory break-out.
Delhi Group expenditures included expansion of treating, gathering,
and transmission facilities in east Texas to service the Cotton
Valley Pinnacle Reef gas play, expansion of gathering systems in
Oklahoma, primarily to service the Carter Knox field area, and
acquisition of pipeline and processing assets in west Texas.
Capital expenditures in 1997 are expected to be $1.4 billion.
Expenditures for the Marathon Group are expected to be
approximately $1 billion. Domestic upstream projects planned for
1997 include development of the Green Canyon 244 (Troika), Viosca
Knoll 786 (Petronius) and Ewing Bank 963 (Arnold) fields in the
Gulf of Mexico. International upstream projects include development
of the West Brae field in the U.K. North Sea and the Tchatamba
field, offshore Gabon. Downstream spending is expected to be
primarily for retail marketing upgrading and expansion projects and
refinery modifications.
Capital expenditures for the U. S. Steel Group are expected to
be approximately $290 million in 1997. Planned projects include a
blast furnace reline at Mon Valley Works, a new heat-treat line for
plate products at Gary Works and environmental expenditures,
primarily at Gary Works.
Capital expenditures for the Delhi Group are expected to be
approximately $75 million in 1997, primarily to add new dedicated
natural gas reserves, expand and improve existing facilities and
acquire new facilities as opportunities arise in its core operating
areas of Texas and Oklahoma.
U-41
Management's Discussion and Analysis continued
Other investing activities in 1997 are expected to include
approximately $150 million for planned capital projects of equity
affiliates and for final settlement of the USX Credit Division
receivable facility. Planned capital projects include the Nautilus
natural gas pipeline project in the Gulf of Mexico, the Sakhalin II
project in the Russian Far East Region and the addition of a second
galvanizing line at the PRO-TEC Coating Company joint venture in
northwest Ohio.
Future capital expenditures and investments can be affected by
industry supply and demand factors, levels of cash flow from
operations for each of the Groups, and by unforeseen hazards such
as weather conditions, explosions or fires, or by delays in
obtaining government or partner approval, which could affect the
timing of completion of particular capital projects. In addition,
levels of investments may be affected by the ability of equity
affiliates to obtain external financing.
Contract commitments for capital expenditures were $526 million
at year-end 1996, compared with $299 million at year-end 1995. The
increase mainly reflects Marathon Group domestic and international
exploration, exploitation and development projects, including those
described above.
Cash from disposal of assets was $443 million in 1996, compared
with $157 million in 1995 and $293 million in 1994. Proceeds in
1996 primarily reflected the sale of the U. S. Steel Group's
investment in National-Oilwell (an oil field service joint
venture); the sale of a portion of its investment in RMI Titanium
Company ("RMI") common stock; disposal of the Marathon Group's
interests in Alaskan oil properties and certain oil and gas
properties in Indonesia, U. K. North Sea and Tunisia; and the sale
of the Marathon Group's equity interest in a domestic pipeline
company. Proceeds in 1995 primarily reflected sales of certain
domestic oil and gas production properties, mainly in the Illinois
Basin, and other properties. Proceeds in 1994 primarily reflected
sales of the assets of a retail propane marketing subsidiary and
certain domestic oil and gas production properties.
Deposit in property exchange trust of $98 million in 1996
reflects the deposit of a large portion of proceeds from disposal
of oil production properties in Alaska into an interest-bearing
escrow account for use in future property acquisitions.
Financial obligations decreased by $673 million in 1996 compared
with decreases of $511 million in 1995 and $217 million in 1994.
These amounts represent financial activities involving commercial
paper, revolving credit agreements, lines of credit, other debt and
preferred stock of a subsidiary. The decreases in 1996 and 1995
mainly reflected cash flows provided from operating activities and
asset sales, in excess of cash used for capital expenditures and
dividend payments. The decrease in financial obligations in 1994
mainly reflected a reduction in cash and cash equivalent balances.
In 1996, USX redeemed, prior to maturity, $161 million of
Marathon Oil Company 9-3/4% Guaranteed Notes Due 1999. Also in
1996, USX irrevocably called for redemption on January 30, 1997, 8-
1/2% Sinking Fund Debentures Due 2006, which will be extinguished
during 1997. In 1995, USX extinguished, prior to maturity, $553
million of debt, primarily consisting of Zero Coupon Convertible
Senior Debentures Due 2005, with a carrying value of $393 million
($264 million in original proceeds and $129 million of amortized
discount) and $83 million of 8-1/2% Sinking Fund Debentures. Also
in 1995, USX redeemed $105 million, or 2,099,970 shares, of its
Adjustable Rate Cumulative Preferred Stock for $50 per share.
Issuance of debt and preferred stock of a subsidiary for each of
the last three years is summarized in the following table:
(Dollars in millions) 1996 1995 1994
--------------------------------------------------------------------------------------------
Aggregate principal amounts of:
6-3/4% Notes Due February 1, 2000 $ 117 $ - $ -
Environmental Improvement Revenue Refunding Bonds/(a)/ 78 53 64
7-2/10% Notes Due 2004 - - 300
LIBOR-based Floating Rate Notes Due 1996 - - 150
7% Monthly Interest Guaranteed Notes Due 2002/(b)/ - - 57
8-3/4% Cumulative Monthly Income Preferred Stock ("MIPS")/(c)/ - - 250
----- ----- -----
Total $ 195 $ 53 $ 821
--------------------------------------------------------------------------------------------
/(a) /Issued to refinance certain environmental improvement
bonds. Bonds issued in 1996, and 1994, at rates ranging from 5-
3/10% to 6-7/10%, are due 2014, 2018, 2020, 2022 and 2030, and
1996, 2020 and 2024, respectively; bonds issued in 1995 at
variable rates are due 2015 and 2017.
/(b) /Issued in exchange for an equivalent principal amount of
its 9-1/2% Guaranteed Notes Due 1994. The $642 million balance of
Marathon Oil Company 9-1/2% Notes was paid in March 1994.
/(c) /Reflected sale of 10,000,000 shares of MIPS of USX Capital
LLC, a wholly owned subsidiary of USX. MIPS is classified in the
liability section of the consolidated balance sheet, and
associated financial costs are included in interest and other
financial costs on the consolidated statement of operations.
U-42
Management's Discussion and Analysis continued
USX currently has three effective shelf registration statements
with the Securities and Exchange Commission aggregating $943
million, of which $633 million is dedicated to offer and issue debt
securities ("debt shelf"). The balance allows USX to offer and
issue debt and/or equity securities. In December 1996, USX issued,
under its debt shelf, $117 million in aggregate principal amount of
6-3/4% Notes Due February 1, 2000 ("indexed debt"), mandatorily
exchangeable at maturity for common stock of RMI (or for the
equivalent amount of cash, at USX's option) at a defined exchange
rate based upon the average market price of RMI common stock valued
in January 2000. The carrying value of the notes is adjusted
quarterly to settlement value and any resulting adjustment is
charged or credited to income and included in interest and other
financial costs. The carrying value was adjusted to $123 million at
December 31, 1996. At issuance of the indexed debt, USX owned
5,483,600 shares of RMI common stock, constituting approximately
27% of the outstanding shares.
In the event of a change in control of USX, debt and guaranteed
obligations totaling $3.8 billion at year-end 1996 may be declared
immediately due and payable or required to be collateralized. See
Notes 12, 16 and 18 to the Consolidated Financial Statements.
Dividends paid increased by $12 million in 1996 as compared with
1995, due primarily to the sale of 5,000,000 shares of USX-U. S.
Steel Group Common Stock ("Steel Stock") to the public in 1995 and
an increase of two cents per share in the quarterly USX-Marathon
Group Common Stock dividend rate declared October 29, 1996.
Dividends paid decreased by $6 million in 1995 as compared with
1994, due primarily to the third quarter redemption of the
Adjustable Rate Cumulative Preferred Stock, partially offset by
effects of the sale of 5,000,000 shares of Steel Stock to the
public in 1995.
Pension Plan Activity
In accordance with USX's long-term funding practice, which is
designed to maintain an appropriate funded status, USX expects to
contribute approximately $45 million in 1997 to fund the U. S.
Steel Group's principal pension plan for the 1996 plan year. This
amount, which is based on a recently completed long-term funding
study, is less than the previously disclosed funding projections of
approximately $100 million annually. In 1995, net proceeds of $169
million from the public offering of 5,000,000 shares of Steel Stock
were used to fund the U. S. Steel Group's principal pension plan
for the 1994 and the 1995 plan years.
Debt and Preferred Stock Ratings
Standard & Poor's Corp. currently rates USX's and Marathon's Oil
Company's ("Marathon") senior debt as investment grade, following
an upgrade in November 1996 to BBB- from BB+. USX's subordinated
debt and preferred stock were also upgraded to BB+, from BB-.
Moody's Investors Services, Inc. currently rates USX's and
Marathon's senior debt as investment grade at Baa3 and USX's
subordinated debt and preferred stock as Ba2. Duff & Phelps Credit
Rating Co. currently rates USX's senior notes as investment grade
at BBB and USX's subordinated debt as BBB-.
Derivative Instruments
In the normal course of its business, USX is exposed to market
risk, or price fluctuations related to the purchase, production or
sale of crude oil, natural gas, natural gas liquids ("NGLs"),
refined products and certain metals. USX uses commodity-based
derivative instruments such as exchange-traded futures contracts
and options, and over-the-counter ("OTC") commodity swaps and
options to manage exposure to market risk. USX's exchange-traded
derivative activities are conducted primarily on the New York
Mercantile Exchange ("NYMEX"). USX's strategic approach is to limit
the use of these instruments principally to hedging activities.
Accordingly, gains and losses on futures contracts and swaps
generally offset the effects of price changes in the underlying
commodity. However, certain derivative instruments have the effect
of converting fixed price equity natural gas production volumes to
variable market-based pricing. These instruments are used as part
of USX's overall risk management programs.
While commodity-based derivative instruments are generally used
to reduce risks from unfavorable commodity price movements, they
also may limit the opportunity to benefit from favorable movements.
During the fourth quarter of 1996, certain hedging strategies
matured which limited the Marathon Group's ability to benefit from
favorable market price increases on the sales of equity crude oil
and natural gas production, resulting in pretax hedging losses of
$33 million. In total, Marathon's upstream operations recorded $38
million of pretax hedging losses in 1996, compared with net gains
of $10 million in 1995. Marathon's downstream operations generally
use derivative instruments to protect margins on fixed price sales
of refined products, to protect carrying values of inventories and
to lock-in benefits from certain raw material purchases. In total,
downstream operations recorded pretax hedging losses of $22 million
in 1996, $4 million in 1995 and $14 million in 1994. Essentially,
all such losses and gains were offset by changes in the realized
prices of the underlying hedged commodities,
U-43
Management's Discussion and Analysis continued
with the net effect approximating the targeted results of the
hedging strategies. For quantitative information relating to
derivative instruments, including aggregate contract values and
fair values, where appropriate, see Note 27 to the Consolidated
Financial Statements.
USX is subject to basis risk, caused by factors that affect the
relationship between commodity futures prices reflected in
derivative instruments and the cash market price of the underlying
commodity. Natural gas transaction prices are frequently based on
industry reference prices that may vary from prices experienced in
local markets. For example, NYMEX contracts for natural gas are
priced at Louisiana's Henry Hub, while the underlying quantities of
natural gas may be produced and sold in the Western United States
at prices that do not move in strict correlation with futures
prices. To the extent that commodity price changes in one region
are not reflected in other regions, derivative instruments may no
longer provide the expected hedge, resulting in increased exposure
to basis risk. These regional price differences could yield
favorable or unfavorable results. OTC transactions are being used
to manage exposure to a portion of basis risk.
USX is also subject to currency risk, or price fluctuations
related to anticipated revenues and operating costs, firm
commitments for capital expenditures and existing assets or
liabilities denominated in currencies other than U.S. dollars. USX
uses forward currency contracts to manage exposure to currency
price fluctuations relating to Swiss Franc debt obligations. These
contracts effectively fix the principal and interest payments in
U.S. dollars at the time of maturity. While derivative instruments
are generally used to reduce risks from unfavorable currency rate
movements, they also may limit the opportunity to benefit from
favorable movements. For quantitative information relating to
forward currency contracts, see Note 27 to the Consolidated
Financial Statements.
USX is subject to liquidity risk, caused by timing delays in
liquidating contract positions due to a potential inability to
identify a counterparty willing to accept an offsetting position.
Due to the large number of active participants, liquidity risk
exposure is relatively low for exchange-traded transactions.
USX is exposed to the credit risk of nonperformance by
counterparties in derivative transactions. Internal controls used
to manage credit risk include ongoing reviews of credit worthiness
of counterparties and the use of master netting agreements, to the
extent practicable, and full performance is anticipated.
Based on a strategic approach of limiting its use of derivative
instruments principally to hedging activities, combined with risk
assessment procedures and internal controls in place, management
believes that its use of derivative instruments does not expose USX
to material risk. While such use could materially affect USX's
results of operations in particular quarterly or annual periods,
management believes that use of these instruments will not have a
material adverse effect on financial position or liquidity. For a
summary of accounting policies related to derivative instruments,
see Note 1 to the Consolidated Financial Statements.
Liquidity
USX management believes that its short-term and long-term
liquidity is adequate to satisfy its obligations as of December 31,
1996, and to complete currently authorized capital spending
programs. Future requirements for USX's business needs, including
the funding of capital expenditures, debt maturities for the years
1997, 1998 and 1999, and any amounts that may ultimately be paid in
connection with contingencies (which are discussed in Note 29 to
the Consolidated Financial Statements), are expected to be financed
by a combination of internally generated funds, borrowings and
other external financing sources, and proceeds from the sale of
stock.
USX's ability to avail itself in the future of the above
mentioned financing options is affected by the performance of each
of its Groups (as measured by various factors including cash
provided from operating activities), the state of the debt and
equity markets, investor perceptions and expectations of past and
future performance and actions, the overall U.S. financial climate,
and, in particular, with respect to borrowings, by levels of USX's
outstanding debt and credit ratings by investor services. For a
summary of long-term debt, see Note 16 to the Consolidated
Financial Statements.
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. 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 integrated 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
U-44
Management's Discussion and Analysis continued
impact on each competitor may vary depending on a number of
factors, including the age and location of its operating
facilities, marketing areas, production processes and the specific
products and services it provides.
The following table summarizes USX's environmental expenditures
for each of the last three years/(a)/:
(Dollars in millions) 1996 1995 1994
--------------------------------------------------------
Capital
Marathon Group $ 66 $ 50 $ 70
U. S. Steel Group 90 55 57
Delhi Group 9 6 5
----- ----- -----
Total capital $ 165 $ 111 $ 132
--------------------------------------------------------
Compliance
Operating & maintenance
Marathon Group $ 75 $ 102 $ 106
U. S. Steel Group 199 195 202
Delhi Group 4 4 6
----- ----- -----
Total operating & maintenance 278 301 314
Remediation/(b)/
Marathon Group 26 37 25
U. S. Steel Group 33 35 32
----- ----- -----
Total remediation 59 72 57
Total compliance $ 337 $ 373 $ 371
--------------------------------------------------------
/(a) /Estimates for the Marathon Group and Delhi Group are based
on American Petroleum Institute survey guidelines; estimates for
the U. S. Steel Group for the years 1995 and 1994 are based on
U.S. Department of Commerce survey guidelines.
/(b)/ These amounts do not include noncash provisions recorded
for environmental remediation, but include spending charged
against such reserves, net of recoveries.
USX's environmental capital expenditures accounted for 14%, 11%
and 13% of total consolidated capital expenditures in 1996, 1995
and 1994, respectively.
USX's environmental compliance expenditures averaged 2% of total
consolidated operating costs in each of 1996, 1995 and 1994.
Remediation spending primarily reflected ongoing clean-up costs for
soil and groundwater contamination associated with underground
storage tanks and piping at retail gasoline stations, and
dismantlement and restoration activities at former and present
operating locations.
USX continues to seek methods to minimize the generation of
hazardous wastes in its operations. The Resource Conservation and
Recovery Act ("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 storage tanks. Since the Environmental
Protection Agency has not yet promulgated implementing regulations
relating to past disposal or handling operations, 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 cannot be appraised until their
implementation becomes more accurately defined.
A significant portion of USX'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 of former coke-making facilities,
a closed and dismantled refinery site and the closure of permitted
hazardous and non-hazardous waste landfills.
USX has been notified that it is a potentially responsible party
("PRP") at 40 waste sites under the Comprehensive Environmental
Response, Compensation and Liability Act ("CERCLA") as of December
31, 1996. In addition, there are 30 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. There are also 110
additional sites, excluding retail gasoline stations, where
remediation is being sought under other environmental statutes,
both federal and state, or where private parties are seeking
remediation 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.
USX accrues for environmental remediation activities when the
responsibility to remediate is probable and the amount of
associated costs is reasonably determinable. As environmental
U-45
Management's Discussion and Analysis continued
remediation matters proceed toward ultimate resolution or as
additional remediation obligations arise, charges in excess of
those previously accrued may be required. See Note 29 to the
Consolidated Financial Statements.
New or expanded environmental requirements, 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 predict accurately 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 (including operating and
maintenance and remediation) will materially increase in 1997. USX
expects environmental capital expenditures in 1997 to be
approximately $126 million, or approximately 9% of total estimated
consolidated capital expenditures. Predictions beyond 1997 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 1998 will total
approximately $119 million; however, actual expenditures may vary
as the number and scope of environmental projects are revised as a
result of improved technology or changes in regulatory requirements
and could increase if 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 involving a
variety of matters. 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.
In 1997, USX will adopt American Institute of Certified Public
Accountants Statement of Position No. 96-1 - "Environmental
Remediation Liabilities", which recommends that companies include
direct costs in accruals for remediation liabilities. These costs
include external legal fees applicable to the remediation effort
and internal administrative costs for attorneys and staff, among
others. Adoption could result in remeasurement of certain
remediation accruals and a corresponding charge to operating
income. USX is conducting a review of its remediation liabilities
and, at this time, is unable to project the effect, if any, of
adoption.
Management's Discussion and Analysis of Operations by Industry Segment
The Marathon Group
The Marathon Group consists of Marathon Oil Company ("Marathon")
and certain other subsidiaries of USX, which are engaged in
worldwide exploration, production, transportation and marketing of
crude oil and natural gas; and domestic refining, marketing and
transportation of petroleum products.
Excluding matching buy/sell transactions and excise taxes which
are included in both revenues and operating costs, revenues
increased in 1996 from 1995 due primarily to higher average prices
for refined products, worldwide liquid hydrocarbons and natural
gas, partially offset by decreased volumes for worldwide liquid
hydrocarbons. The increase in 1995 was mainly due to increased
volumes and higher average prices for domestic refined products,
international natural gas and worldwide liquid hydrocarbons, and
increased volumes for domestic natural gas, partially offset by a
decrease in net gains on operating asset disposals and lower
average prices for domestic natural gas.
U-46
Management's Discussion and Analysis continued
Marathon Group operating income and certain items included in
operating income for each of the last three years are summarized in the
following table:
(Dollars in millions) 1996 1995 1994
------------------------------------------------------------------------------
Operating income/(a)/ $1,234 $ 113 $ 755
Less: Certain favorable (unfavorable) items
Inventory market valuation adjustment/(b)/ 209 70 160
Net gains on certain asset sales 16 - 166
Charges for withdrawal from MPA/(c)/ (10) - -
Certain state tax adjustments/(d)/ (11) - 12
Impairment of long-lived assets/(e)/ - (659) -
Expected environmental remediation recoveries/(f)/ - 15 -
Employee reorganization charges/(g)/ - - (42)
------ ----- -----
Subtotal 204 (574) 296
------ ----- -----
Operating income adjusted to exclude above items $1,030 $ 687 $ 459
------------------------------------------------------------------------------
/(a)/ Amounts in 1995 and 1994 were reclassified in 1996, to
include gains and losses on disposal of operating assets. Prior
to reclassification, these gains and losses were included in
other income.
/(b)/ The inventory market valuation reserve reflects the extent
to which the recorded costs of crude oil and refined products
inventories exceed net realizable value. The reserve was adjusted
to $0 in December 1996.
/(c)/ Marine Preservation Association ("MPA") is a non-profit oil
spill response group.
/(d)/ The 1996 amount reflected domestic production tax accruals
for prior years; the 1994 amount related to various settlements.
/(e)/ Related to adoption of SFAS No. 121.
/(f)/ For expected recoveries from state governments of
expenditures related to underground storage tanks at retail
marketing outlets.
/(g)/ Related to employee costs associated with work force
reduction programs.
Adjusted operating income increased by $343 million in 1996 from
1995, due primarily to higher average prices for worldwide liquid
hydrocarbons and natural gas, reduced DD&A expense, resulting
mainly from the fourth quarter 1995 adoption of SFAS No. 121 and
property sales, and increased worldwide volumes of natural gas.
These favorable effects were partially offset by decreased
worldwide liquid hydrocarbon volumes, net losses on hedging
activities (primarily occurring in the fourth quarter of 1996) and
lower refined product margins. Adjusted operating income increased
by $228 million in 1995 from 1994, due primarily to increased
volumes of worldwide liquid hydrocarbons and natural gas, and
higher average prices for worldwide liquid hydrocarbons and
international natural gas, partially offset by lower average prices
for domestic natural gas.
Outlook - Marathon Group
The outlook regarding the Marathon Group's sales levels, margins
and income is largely dependent upon future prices and volumes of
crude oil, natural gas and refined products. Prices have
historically been volatile and have frequently been driven by
unpredictable changes in supply and demand resulting from
fluctuations in economic activity and political developments in the
world's major oil and gas producing areas, including OPEC member
countries. Any substantial decline in such prices could have a
material adverse effect on the Marathon Group's results of
operations. A prolonged decline in such prices could also adversely
affect the quantity of crude oil and natural gas reserves that can
be economically produced and the amount of capital available for
exploration and development.
For the oil and gas industry in general, world oil demand growth
is expected to be slightly more than two percent during 1997 with
growth in the U. S. accounting for just over one half of this
demand increase. On the supply side, worldwide crude oil supplies
have been boosted by the United Nations supervised humanitarian
sale of Iraqi crude, as well as by the start-up of new fields in
the North Sea. In addition, crude oil supplies are forecast to rise
throughout 1997 as a number of new fields come on stream throughout
the world, primarily in non-OPEC areas. Natural gas markets are
expected to continue modest growth in 1997, primarily in the
utility and industrial sectors. Supply capabilities from domestic
fields are projected to increase since drilling activity has
remained robust.
With respect to Marathon's upstream operations, worldwide liquid
hydrocarbon volumes are expected to decline by seven percent in
1997, primarily reflecting natural production declines of mature
fields and the disposal of Alaskan oil properties, partially offset
by projected new production from the Green Canyon 244 field in the
Gulf of Mexico, onshore properties in Texas and the West Brae field
in the U.K. North Sea. Marathon's worldwide natural gas volumes in
1997 are expected to remain consistent with 1996 levels, in the
range of 1.2 to 1.3 billion cubic feet per day, as natural declines
in mature international fields will be offset by anticipated
increases in domestic production. These
U-47
Management's Discussion and Analysis continued
projections are based on known discoveries and do not include any
additions from acquisitions or future exploratory drilling.
With respect to Marathon's downstream business, major
maintenance shutdowns ("turnarounds") are planned for the Texas
City (TX) and Robinson (IL) refineries during the first half of
1997. Each turnaround is expected to last about one month. A major
turnaround is also scheduled for the Garyville (LA) refinery in the
first quarter of 1998. Marathon's 1997 refined product sales
volumes are expected to remain consistent with 1996 levels at
approximately 776,000 barrels per day.
The above discussions of projects, expected production and sales
levels, reserves and dates of initial production are based on a
number of assumptions, including (among others) prices, supply and
demand, regulatory constraints, reserve estimates, production
decline rates for mature fields, reserve replacement rates, and
geological and operating considerations. To the extent these
assumptions prove inaccurate, actual results could be materially
different than present expectations.
The U. S. Steel Group
The U. S. Steel Group includes U. S. Steel, which is primarily
engaged in the production and sale 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, and leasing and financing activities.
U. S. Steel Group revenues were $6.5 billion in each of 1996 and
1995 and $6.1 billion in 1994. Revenues in 1996 versus 1995
reflected improved product mix, partially offset by lower average
steel product prices. Steel shipment volumes in 1996 remained at
1995 levels. Revenues increased in 1995 from 1994, due primarily to
increased steel shipment volumes and higher average steel product
prices, partially offset by decreased revenues from engineering and
consulting services. In addition, revenues in 1994 included
revenues from a consolidated entity for which the equity method of
accounting was subsequently adopted.
U. S. Steel Group operating income and certain items included in
operating income for each of the last three years are summarized in
the following table:
(Dollars in millions) 1996 1995 1994
-----------------------------------------------------------------------------
Operating income/(a)/ $ 360 $ 500 $ 324
Less: Certain favorable (unfavorable) items
Certain Gary Works blast furnace repairs/(b)/ (39) (34) -
Employee reorganization charges/(c)/ (13) - -
Impairment of long-lived assets/(d)/ - (16) -
Adjustments for certain employee-related costs - 18 -
Certain legal accruals - (44) -
Sale of coal seam methane gas royalty interests - - 13
Certain weather-related and other effects/(e)/ - - (44)
----- ----- -----
Subtotal (52) (76) (31)
----- ----- -----
Operating income adjusted to exclude above items $ 412 $ 576 $ 355
-----------------------------------------------------------------------------
/(a)/ Amounts in 1995 and 1994 were reclassified in 1996, to
include gains and losses on disposal of operating assets. Prior
to reclassification, these gains and losses were included in
other income.
/(b) Amounts in 1996 and 1995 reflect repair of damages incurred
during a refractory break-out at the No. 13 blast furnace on
April 2, 1996, and in an explosion at the No. 8 blast furnace on
April 5, 1995, respectively.
/(c)/ Related to employee costs associated with work force
reduction programs.
/(d)/ Related to adoption of SFAS No. 121.
/(e)/ Included charges related to utility curtailments and other
severe winter weather complications, a caster fire at the Mon
Valley Works and planned outages for the modernization of the
Gary Works' hot strip mill and pickle line.
Adjusted operating income decreased by $164 million in 1996 from
1995, due primarily to lower average prices for steel products,
cost inefficiencies related to planned and unplanned blast furnace
outages and lost sales from the unplanned outage of the No. 13
blast furnace at Gary Works. These factors were partially offset by
improved product mix, decreased accruals for profit sharing plans,
increased net periodic pension credits and higher income from USX
Credit. Adjusted operating income increased by $221 million in 1995
from 1994, due primarily to higher steel prices and shipments,
partially offset by a less favorable product mix which included
increased exports of lower value-added products, higher raw
material costs and increased profit sharing accruals.
U-48
Management's Discussion and Analysis continued
Outlook - U. S. Steel Group
The U. S. Steel Group anticipates that steel demand will remain
relatively strong in 1997 as long as the domestic economy continues
its pattern of modest growth and the favorable pattern of demand
for capital goods and consumer durables continues. However, the U.
S. Steel Group believes supply will increase in 1997 due to higher
imports, increased production capability for flat-rolled products
at existing mills, new mini-mill capacity and fewer outages within
the industry. To reduce the impact of supply increases, the U. S.
Steel Group will attempt to further increase shipments of higher
value-added products.
The world steel industry is characterized by excess production
capacity which has restricted price increases during periods of
economic growth and led to price decreases during economic
contractions. Within the next year, the anticipated availability of
flat-rolled steel could have an adverse effect on U. S. Steel
shipment levels as companies attempt to gain or retain market
share.
Steel imports to the United States accounted for an estimated
23%, 21% and 25% of the domestic steel market in 1996, 1995 and
1994, respectively. Steel imports increased sharply in the second
half of 1996. In November and December, steel imports accounted for
an estimated 29% and 25%, respectively, of the domestic market. The
domestic steel industry has, in the past, been adversely affected
by unfairly traded imports, and higher levels of imported steel may
have an adverse effect on product prices, shipment levels and
results of operations.
U. S. Steel Group shipments in the first quarter of 1997 are
expected to be lower than in the fourth quarter of 1996 due to a
seasonal industry decline in first quarter shipments. During the
second and third quarters of 1997, raw steel production is expected
to be reduced by an 86 day planned blast furnace reline at the Mon
Valley Works.
In February, 1997, the U. S. Steel Group and Kobe Steel, Ltd.,
of Japan signed a memorandum of understanding to construct a second
hot-dip galvanized sheet product line at the PRO-TEC Coating
Company in Leipsic, Ohio, a 50/50 joint venture between USX and
Kobe Steel. Construction is anticipated to begin in the first
quarter of 1997 with start-up of operations projected for the third
quarter of 1998. The new line would add 400,000 tons of annual
capacity to the venture, bringing the total annual capacity to one
million tons.
In addition, U. S. Steel Group and Olympic Steel, Inc. recently
announced that they will form a 50/50 joint venture to process
laser welded sheet steel blanks. The joint venture, which will
conduct business as Olympic Laser Processing, LLC, plans to
construct a new facility and purchase two laser welding lines in
1997, with production expected to begin in 1998. Laser welded
blanks are used in the automotive industry for an increasing number
of body fabrication applications. U. S. Steel will be the venture's
primary customer and will be responsible for marketing the laser
welded blanks.
The Delhi Group
The Delhi Group ("Delhi") consists of Delhi Gas Pipeline
Corporation and certain other subsidiaries of USX which are engaged
in the purchasing, gathering, processing, treating, transporting
and marketing of natural gas.
Delhi Group revenues were $1.1 billion in 1996, compared with
$670 million in 1995 and $585 million in 1994. The increase in 1996
from 1995 was due primarily to higher average prices for natural
gas and NGLs and increased transportation volumes. The increase in
1995 from 1994 primarily reflected increased volumes for trading
sales, partly offset by lower average prices for natural gas.
Delhi Group operating income and certain items included in
operating income for each of the last three years are summarized in
the following table:
(Dollars in millions) 1996 1995 1994
----------------------------------------------------------------------------
Operating income (loss)/(a)/ $ 31 $ 18 $ (35)
Less: Certain favorable (unfavorable) items
Effects of restructuring/(b)/ - 6 (37)
Employee reorganization charges/(c)/ - - (2)
Settlement of take-or-pay claims - - 2
Other employment-related costs - - (2)
----- ----- -----
Subtotal - 6 (39)
----- ----- -----
Operating income adjusted to exclude above items $ 31 $ 12 $ 4
----------------------------------------------------------------------------
/(a)/ Amounts in 1995 and 1994 were reclassified in 1996, to
include gains and losses on disposal of operating assets. Prior
to reclassification, these gains and losses were included in
other income.
/(b)/ Related to the planned disposition of certain nonstrategic
gas gathering and processing assets.
/(c)/ Primarily related to employee costs associated with a work
force reduction program.
U-49
Management's Discussion and Analysis continued
Adjusted operating income increased by $19 million in 1996 from
1995, due primarily to higher unit margins for both gas sales and
gas processing, and increased gathering service fees and
transportation throughput volumes. These factors were partially
offset by decreased gas sales volumes and increased selling,
general and administrative and DD&A expenses. Adjusted operating
income increased by $8 million in 1995 from 1994, due primarily to
reduced operating expenses, and improved gas processing operations,
partially offset by a lower gas sales and trading margin. The
reduction in operating expenses primarily reflected effects of a
1994 asset disposition plan and work force reduction program.
The Delhi Group conducts business with the USX - Marathon Group
on an arm's-length basis. The majority of this business is
transportation and gathering services covered by long-term
agreements, most of which are subject to periodic price
adjustments. These services primarily relate to the Marathon
Group's production activities in the Cotton Valley Pinnacle Reef
area of east Texas. Delhi expects the level of intergroup business
to increase, to the extent the Marathon Group continues to be
successful in its drilling and production activities in this area.
Outlook - Delhi Group
The Delhi Group intends to continue its strategy of focusing
primarily on the expansion and increased utilization of facilities
in its core operating areas of Texas and Oklahoma, developing
downstream natural gas markets, and marketing and trading electric
power.
Delhi is in the process of a major expansion in the Cotton
Valley Pinnacle Reef gas play in east Texas. Delhi is currently the
largest gatherer of volumes in this area, with extensive pipelines
and sour gas treating facilities. Pinnacle Reef volumes purchased
or transported by Delhi increased by more than 150% from December
1995 levels, to an average monthly volume of approximately 133
million cubic feet per day ("mmcfd") in December 1996. If the
producers in this area, including the USX - Marathon Group,
maintain the current level of successful drilling activity,
management anticipates that Delhi's average monthly volumes could
double by year-end 1997. Delhi continues to evaluate its east Texas
treating and processing facilities for potential capacity increases
as the production in this area increases. In west Texas, Delhi has
expanded its systems through the acquisition of third-party
treating, gathering and processing facilities. Delhi plans to
continue to increase its west Texas system capacity through
expansions and upgrades to the acquired facilities. Delhi's west
Texas volumes increased by more than 35%, to an average of
approximately 190 mmcfd, in 1996 from 1995 levels. As these
expansions and upgrades are completed, management expects that
these volumes could ultimately increase by as much as 100 mmcfd.
Delhi's expansion in Oklahoma has been focused primarily on the
Carter Knox field. Delhi's volumes in December 1996 were up over
150% from December 1995, to an average of approximately 33 mmcfd,
and average monthly volumes are expected to increase by as much as
50% by year-end 1997.
The Delhi Group's ability to complete anticipated expansions,
upgrades or acquisitions, and to realize the projected increases in
volumes and their related profitability, could be materially
impacted by many factors that could change the economic feasibility
of such projects. These factors include, but are not limited to,
changes in price and demand for natural gas and NGLs, the success
and level of drilling activity by producers in Delhi's primary
operating areas, the increased presence of other gatherers and
processors in these areas, the availability of capital funds,
changes in environmental or regulatory requirements, and other
unforeseen operating difficulties.
To pursue downstream natural gas markets, those end-users behind
local distribution companies, the Delhi Group opened a marketing
office in Chicago in 1995 and another in Pittsburgh in 1996. These
offices serve industrial and commercial end-users in the midwest
and northeast, where unit margins generally exceed those on the
spot market. In 1996, these offices produced revenues of
approximately $8.2 million, which are included in gas sales and
trading revenues. Delhi's ability to further penetrate these
markets could be limited by changes in demand for natural gas,
levels of competition and regulatory requirements.
In June 1995, the Delhi Group received Federal Energy Regulatory
Commission approval to market wholesale electric power and began
limited trading in December 1995. Management believes that the
electric power business is a natural extension of and a complement
to its existing energy services. This added service should
eventually enable the Delhi Group to offer both gas and electric
services to those industrial and commercial customers who can
readily switch energy sources. In 1996, the marketing and trading
of electric power generated revenues of $5.1 million, on sales of
approximately 230 million megawatt hours of electricity. Future
changes in market conditions, primarily those related to supply,
demand and price, could affect Delhi's ability to increase revenues
and volumes. The Delhi Group may also pursue cogeneration
opportunities to convert its gas into electricity to capture summer
peaking premiums.
U-50
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
Selected Quarterly Financial Data.............................. M-21
Principal Unconsolidated Affiliates............................ M-21
Supplementary Information...................................... M-21
Five-Year Operating Summary.................................... M-22
Management's Discussion and Analysis........................... M-23
M-1
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 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 or 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 one Group that affect the overall
cost of USX's capital could affect the results of operations and
financial condition of other groups. In addition, net losses of any
Group, as well as dividends and distributions on any class of USX
Common Stock or series of preferred stock and repurchases of any
class of USX Common Stock or series of preferred stock at prices in
excess of par or stated value, 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 Marathon Group financial information.
M-2
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 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.
Thomas J. Usher Robert M. Hernandez Kenneth L. Matheny
Chairman, Board of Directors Vice Chairman Vice President
& Chief Executive Officer & Chief Financial Officer & Comptroller
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 present fairly, in all material respects,
the financial position of the Marathon Group at December 31, 1996
and 1995, and the results of its operations and its cash flows for
each of the three years in the period ended December 31, 1996, 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 6, page M-10, in 1995 USX adopted a new
accounting standard for the impairment of long-lived assets.
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.
Price Waterhouse LLP
600 Grant Street, Pittsburgh, Pennsylvania 15219-2794
February 11, 1997
M-3
Statement of Operations
(Dollars in millions) 1996 1995 1994
-----------------------------------------------------------------------------------------------------------
Revenues (Note 4, page M-10) $ 16,332 $ 13,879 $ 12,928
Operating costs:
Cost of sales (excludes items shown below) 11,178 9,011 8,405
Inventory market valuation credits (Note 20, page M-17) (209) (70) (160)
Selling, general and administrative expenses 319 297 313
Depreciation, depletion and amortization 693 817 721
Taxes other than income taxes 2,971 2,903 2,737
Exploration expenses 146 149 157
Impairment of long-lived assets (Note 6, page M-10) - 659 -
-------- -------- --------
Total operating costs 15,098 13,766 12,173
-------- -------- --------
Operating income 1,234 113 755
Other income (Note 5, page M-10) 41 15 6
Interest and other financial income (Note 5, page M-10) 24 31 15
Interest and other financial costs (Note 5, page M-10) (308) (349) (300)
-------- -------- --------
Income (loss) before income taxes and extraordinary loss 991 (190) 476
Less provision (credit) for estimated income taxes (Note 17, page M-15) 320 (107) 155
-------- -------- --------
Income (loss) before extraordinary loss 671 (83) 321
Extraordinary loss (Note 7, page M-10) (7) (5) -
-------- -------- --------
Net income (loss) 664 (88) 321
Dividends on preferred stock - (4) (6)
-------- -------- --------
Net income (loss) applicable to Marathon Stock $ 664 $ (92) $ 315
-------------------------------------------------------------------------------------------------------------
Income Per Common Share of Marathon Stock
1996 1995 1994
-------------------------------------------------------------------------------------------------------------
Primary:
Income (loss) before extraordinary loss applicable to
Marathon Stock $ 2.33 $ (.31) $ 1.10
Extraordinary loss (.02) (.02) -
-------- -------- --------
Net income (loss) applicable to Marathon Stock $ 2.31 $ (.33) $ 1.10
Fully Diluted:
Income (loss) before extraordinary loss applicable to
Marathon Stock $ 2.31 $ (.31) $ 1.10
Extraordinary loss (.02) (.02) -
-------- -------- --------
Net income (loss) applicable to Marathon Stock $ 2.29 $ (.33) $ 1.10
Weighted average shares, in thousands
- primary 287,595 287,271 286,722
- fully diluted 296,430 287,271 286,725
------------------------------------------------------------------------------------------------------------
See Note 23, 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
Balance Sheet
(Dollars in millions) December 31 1996 1995
---------------------------------------------------------------------------------------------------------
Assets
Current assets:
Cash and cash equivalents $ 32 $ 77
Receivables, less allowance for doubtful accounts
of $2 and $3 (Note 21, page M-17) 613 552
Inventories (Note 20, page M-17) 1,282 1,152
Other current assets 119 107
------- -------
Total current assets 2,046 1,888
Investments and long-term receivables (Note 18, page M-16) 311 215
Property, plant and equipment - net (Note 16, page M-14) 7,298 7,521
Prepaid pensions (Note 14, page M-13) 280 274
Other noncurrent assets 216 211
------- -------
Total assets $10,151 $10,109
---------------------------------------------------------------------------------------------------------
Liabilities
Current liabilities:
Notes payable $ 59 $ 31
Accounts payable 1,385 1,245
Payroll and benefits payable 106 80
Accrued taxes 98 68
Deferred income taxes (Note 17, page M-15) 155 154
Accrued interest 75 94
Long-term debt due within one year (Note 11, page M-12) 264 353
------- -------
Total current liabilities 2,142 2,025
Long-term debt (Note 11, page M-12) 2,642 3,367
Long-term deferred income taxes (Note 17, page M-15) 1,178 1,072
Employee benefits (Note 15, page M-14) 356 338
Deferred credits and other liabilities 311 253
Preferred stock of subsidiary (Note 8, page M-11) 182 182
------- -------
Total liabilities 6,811 7,237
Stockholders' Equity (Note 22, page M-17) 3,340 2,872
------- -------
Total liabilities and stockholders' equity $10,151 $10,109
---------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial
statements.
M-5
Statement of Cash Flows
(Dollars in millions) 1996 1995 1994
--------------------------------------------------------------------------------------------------------------------
Increase (decrease) in cash and cash equivalents
Operating activities:
Net income (loss) $ 664 $ (88) $ 321
Adjustments to reconcile to net cash provided
from operating activities:
Extraordinary loss 7 5 -
Depreciation, depletion and amortization 693 817 721
Exploratory dry well costs 54 64 68
Inventory market valuation credits (209) (70) (160)
Pensions (3) (16) 1
Postretirement benefits other than pensions 15 12 10
Deferred income taxes 104 (204) 116
Gain on disposal of assets (55) (8) (175)
Payment of amortized discount on zero coupon debentures - (96) -
Impairment of long-lived assets - 659 -
Changes in: Current receivables-sold - 8 -
-operating turnover (119) (120) (105)
Inventories 72 55 3
Current accounts payable and accrued expenses 211 (27) (122)
All other - net 69 53 42
------ ------ ------
Net cash provided from operating activities 1,503 1,044 720
------ ------ ------
Investing activities:
Capital expenditures (751) (642) (753)
Disposal of assets 282 77 263
Elimination of Retained Interest in Delhi Group - 58 -
Deposit in property exchange trust (98) - -
All other - net (13) (4) 9
------ ------ ------
Net cash used in investing activities (580) (511) (481)
------ ------ ------
Financing activities (Note 3, page M-9):
Decrease in Marathon Group's share of
USX consolidated debt (769) (204) (371)
Specifically attributed debt - repayments (1) (2) (1)
Preferred stock redeemed - (78) -
Marathon Stock repurchased - (1) -
Attributed preferred stock of subsidiary - - 176
Common stock issued 2 - -
Dividends paid (201) (199) (201)
------ ------ ------
Net cash used in financing activities (969) (484) (397)
------ ------ ------
Effect of exchange rate changes on cash 1 - 1
------ ------ ------
Net increase (decrease) in cash and cash equivalents (45) 49 (157)
Cash and cash equivalents at beginning of year 77 28 185
------ ------ ------
Cash and cash equivalents at end of year $ 32 $ 77 $ 28
---------------------------------------------------------------------------------------------------------------------
See Note 12, page M-12, for supplemental cash flow information.
The accompanying notes are an integral part of these financial
statements.
M-6
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.
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 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 or 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 one Group that affect the overall
cost of USX's capital could affect the results of operations and
financial condition of other groups. In addition, net losses of any
Group, as well as dividends and distributions on any class of USX
Common Stock or series of preferred stock and repurchases of any
class of USX Common Stock or series of preferred stock at prices in
excess of par or stated value, 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 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,
undivided interest pipelines and jointly-owned gas processing
plants are accounted for on a pro rata basis.
Investments in other entities over which the Marathon Group has
significant influence are accounted for using the equity method of
accounting and are carried at the Marathon Group's share of net
assets plus advances. The proportionate share of income from these
equity investments is included in other income. Investments in
companies whose stock has no readily determinable fair value are
carried at cost. Income from these investments is recognized when
dividends are received and is included in other financial income.
The proportionate share of income (loss) represented by the
Retained Interest (Note 3, page M-9) in the Delhi Group prior to
June 15, 1995, is included in other income (Note 5, page M-10).
Use of estimates - Generally accepted accounting principles require
management to make estimates and assumptions that affect the
reported amounts of assets and liabilities, the disclosure of
contingent assets and liabilities at year-end and the reported
amounts of revenues and expenses during the year.
Cash and cash equivalents - Cash and cash equivalents include 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.
Derivative instruments - The Marathon Group engages in commodity
and currency risk management activities within the normal course of
its business as an end-user of derivative instruments (Note 25,
page M-18). Management is authorized to manage exposure to price
fluctuations related to the purchase, production or sale of crude
oil, natural gas and refined products through the use of a variety
of derivative financial and nonfinancial instruments. Derivative
financial instruments
M-7
require settlement in cash and include such instruments as
over-the-counter (OTC) commodity swap agreements and OTC
commodity options. Derivative nonfinancial instruments require or
permit settlement by delivery of commodities and include exchange-
traded commodity futures contracts and options. At times,
derivative positions are closed, prior to maturity, simultaneous
with the underlying physical transaction and the effects are
recognized in income accordingly. The Marathon Group's practice
does not permit derivative positions to remain open if the
underlying physical market risk has been removed. Derivative
instruments relating to fixed price sales of equity production are
marked-to-market in the current period and the related income
effects are included within operating income. All other changes in
the market value of derivative instruments are deferred, including
both closed and open positions, and are subsequently recognized in
income, as sales or cost of sales, in the same period as the
underlying transaction. OTC swaps in general are off-balance-sheet
instruments. The effect of changes in the market indices related to
OTC swaps are recorded and recognized in income with the underlying
transaction. The margin receivable accounts required for open
commodity contracts reflect changes in the market prices of the
underlying commodity and are settled on a daily basis. Premiums on
all commodity-based option contracts are initially recorded based
on the amount paid or received; the options' market value is
subsequently recorded as a receivable or payable, as appropriate.
Forward currency contracts are used to manage currency risks
related to anticipated revenues and operating costs, firm
commitments for capital expenditures and existing assets or
liabilities denominated in a foreign currency. Gains or losses
related to firm commitments are deferred and included with the
underlying transaction; all other gains or losses are recognized in
income in the current period as sales, cost of sales, interest
income or expense, or other income, as appropriate. Net contract
values are included in receivables or payables, as appropriate.
Recorded deferred gains or losses are reflected within other
noncurrent assets or deferred credits and other liabilities. Cash
flows from the use of derivative instruments are reported in the
same category as the hedged item in the statement of cash flows.
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.
Long-lived assets - 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.
The Marathon Group evaluates impairment of its oil and gas
assets primarily on a field-by-field basis. Other assets are
evaluated on an individual asset basis or by logical groupings of
assets. Assets deemed to be impaired are written down to their fair
value, including any related goodwill, using discounted future cash
flows and, if available, comparable market value analysis.
Environmental remediation - 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 remediation
accruals coincides with completion of a feasibility study or the
commitment to a formal plan of action. If recoveries of remediation
costs from third parties are probable, a receivable is recorded.
Estimated abandonment and dismantlement costs of offshore
production platforms are accrued based upon estimated proved oil
and gas reserves on a units-of-production method.
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 1996 classifications.
M-8
- --------------------------------------------------------------------------------
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 8, page M-11,
for the Marathon Group's portion of USX's financial activities
attributed to all three groups. However, transactions such as
leases, certain collaterized financings, certain indexed debt
instruments, 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 and 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 business activities, such as employment,
investments and sales. The costs allocated to the Marathon Group
were $30 million in 1996 and 1995, and $29 million in 1994, and
primarily consist of employment costs including pension effects,
professional services, facilities and other related costs
associated with corporate activities.
Common stock transactions - The USX Board of Directors, prior to
June 15, 1995, had designated 14,003,205 shares of Delhi Stock to
represent 100% of the common stockholders' equity value of USX
attributable to the Delhi Group. The Delhi Fraction was the
percentage interest in the Delhi Group represented by the shares of
Delhi Stock that were outstanding at any particular time and, based
on 9,438,391 outstanding shares at June 14, 1995, was approximately
67%. The Marathon Group financial statements reflected a percentage
interest in the Delhi Group of approximately 33% (Retained
Interest) through June 14, 1995. 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 were not outstanding shares of Delhi Stock and could not
be voted by the Marathon Group. As additional shares of Delhi Stock
deemed to represent the Retained Interest were sold, the Retained
Interest decreased. When a dividend was paid in respect to the
outstanding Delhi Stock, the Marathon Group financial statements
were credited, and the Delhi Group financial statements were
charged, with the aggregate transaction amount times the quotient
of the Retained Interest divided by the Delhi Fraction.
On June 15, 1995, USX eliminated the Marathon Group's Retained
Interest in the Delhi Group (equivalent to 4,564,814 shares of
Delhi Stock). This was accomplished through a reallocation of
assets and a corresponding adjustment to debt and equity attributed
to the Marathon and Delhi Groups. The reallocation was made at a
price of $12.75 per equivalent share of Delhi Stock, or an
aggregate of $58 million, resulting in a corresponding reduction of
the Marathon Group debt.
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 and
various tax credits), 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. To the extent
that one of the three groups is allocated a consolidated tax
attribute which, as a result of expiration or otherwise, is not
ultimately utilized on the consolidated tax return, the prior
years' allocation of such attribute is adjusted such that the
effect of the expiration is borne by the group that generated the
attribute. Also, if a tax attribute cannot be utilized on a
consolidated basis in the year generated 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. As a result, 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.
M-9
- --------------------------------------------------------------------------------
4. Revenues
The items below are included in revenues and operating costs,
with no effect on income.
(In millions) 1996 1995 1994
---------------------------------------------------------------------------------------------
Matching crude oil and refined product
buy/sell transactions settled in cash $2,912 $2,067 $2,071
Consumer excise taxes on petroleum products and merchandise 2,768 2,708 2,542
----------------------------------------------------------------------------------------------
Revenues in 1994 included gains of $171 million resulting from
asset sales of a retail propane marketing subsidiary and certain
domestic oil and gas production properties.
- --------------------------------------------------------------------------------
5. Other Items
(In millions) 1996 1995 1994
------------------------------------------------------------------------------------------------
Other income:
Gain on sale of investments $ 20 $ - $ 4
Income from affiliates - equity method 19 9 4
Income (loss) from Retained Interest in the Delhi Group - 2/(a)/ (10)/(b)/
Other income 2 4 8
----- ----- -----
Total $ 41 $ 15 $ 6
------------------------------------------------------------------------------------------------
Interest and other financial income/(c)/:
Interest income $ 11 $ 16 $ 10
Other 13 15 5
----- ----- -----
Total 24 31 15
----- ----- -----
Interest and other financial costs/(c)/:
Interest incurred (260) (297) (305)
Less interest capitalized 3 8 50
----- ----- -----
Net interest (257) (289) (255)
Interest on tax issues (4) 5/(d)/ 24/(e)/
Financial costs on preferred stock of subsidiary (16) (16) (13)
Amortization of discounts (7) (21) (32)
Expenses on sales of accounts receivable (Note 21, page M-17) (20) (24) (19)
Other (4) (4) (5)
----- ----- -----
Total (308) (349) (300)
----- ----- -----
Net interest and other financial costs/(c)/ $(284) $(318) $(285)
------------------------------------------------------------------------------------------------
/(a)/ Retained Interest in the Delhi Group was eliminated on June
15, 1995.
/(b)/ Delhi Group's loss included restructuring charges.
/(c)/ See Note 3, page M-9, for discussion of USX net interest
and other financial costs attributable to the Marathon Group.
/(d)/ Includes a $17 million benefit related to refundable
federal income taxes paid in prior years.
/(e)/ Includes a $34 million benefit related to the settlement of
various state tax issues.
- --------------------------------------------------------------------------------
6. Impairment of Long-Lived Assets
In 1995, USX adopted Statement of Financial Accounting Standards
No. 121, "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to Be Disposed Of " (SFAS No. 121). SFAS No.
121 requires that long-lived assets, including related goodwill, be
reviewed for impairment and written down to fair value whenever
events or changes in circumstances indicate that the carrying value
may not be recoverable.
Adoption of SFAS No. 121 resulted in an impairment charge
included in 1995 operating costs of $659 million. The impaired
assets primarily included certain domestic and international oil
and gas properties, an idled refinery and related goodwill.
The Marathon Group assessed impairment of its oil and gas
properties based primarily on a field-by-field approach. The
predominant method used to determine fair value was a discounted
cash flow approach and where available, comparable market values
were used. The impairment provision reduced capitalized costs of
oil and gas properties by $533 million.
In addition, the Indianapolis, Indiana refinery, which was
temporarily idled in October 1993, was impaired by $126 million,
including related goodwill. The impairment was based on a
discounted cash flow approach and comparable market value analysis.
- --------------------------------------------------------------------------------
7. Extraordinary Loss
On December 30, 1996, USX irrevocably called for redemption on
January 30, 1997, $120 million of debt, resulting in an
extraordinary loss to the Marathon Group of $7 million, net of a $4
million income tax benefit. In 1995, USX extinguished $553 million
of debt prior to maturity, which resulted in an extraordinary loss
to the Marathon Group of $5 million, net of a $3 million income tax
benefit.
M-10
- --------------------------------------------------------------------------------
8. Financial Activities Attributed to All Three Groups
The following is Marathon Group's portion of USX's financial
activities attributed to all groups based on their respective cash
flows as described in Note 3, page M-9. These amounts exclude debt
amounts specifically attributed to a group as disclosed in Note 11,
page M-12.
Marathon Group Consolidated USX/(a)/
----------------- -------------------------
(In millions) December 31 1996 1995 1996 1995
------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents $ 6 $ 36 $ 8 $ 47
Receivables/(b)/ - 56 - 73
Long-term receivables/(b)/ 12 22 16 29
Other noncurrent assets/(b)/ 5 6 8 8
------ ------ ------ ------
Total assets $ 23 $ 120 $ 32 $ 157
-----------------------------------------------------------------------------------------------------------------------
Notes payable $ 58 $ 31 $ 80 $ 40
Accounts payable 2 35 2 46
Accrued interest 71 91 98 119
Long-term debt due within one year (Note 11,
page M-12) 224 352 309 460
Long-term debt (Note 11, page M-12) 2,618 3,303 3,615 4,303
Preferred stock of subsidiary 182 182 250 250
------ ------ ----- ------
Total liabilities $3,155 $3,994 $4,354 $5,218
-----------------------------------------------------------------------------------------------------------------------
Marathon Group/(c)/ Consolidated USX
---------------------- ----------------------
(In millions) 1996 1995 1994 1996 1995 1994
-----------------------------------------------------------------------------------------------------------------------
Net interest and other financial costs (Note 5, page M-10) $(277) $(329) $(346) $(376) $(439) $(471)
-----------------------------------------------------------------------------------------------------------------------
/(a)/ For details of USX long-term debt and preferred stock of
subsidiary, see Notes 16, page U-20; and 26, page U-25,
respectively, to the USX consolidated financial statements.
/(b)/ Primarily reflects forward currency contracts used to
manage currency risks related to USX debt and interest
denominated in a foreign currency.
/(c)/ The Marathon Group's net interest and other financial costs
reflect weighted average effects of all financial activities
attributed to all three groups.
- --------------------------------------------------------------------------------
9. 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
----------------------------------------------------------------------------
1997 $ 1 $ 85
1998 2 76
1999 2 46
2000 2 125
2001 2 29
Later years 30 158
Sublease rentals - (27)
----- -----
Total minimum lease payments 39 $ 492
=====
Less imputed interest costs 15
-----
Present value of net minimum lease payments
included in long-term debt $ 24
----------------------------------------------------------------------------
Operating lease rental expense:
(In millions) 1996 1995 1994
------------------------------------------------------------------------------------
Minimum rental $ 96 $ 97 $ 105
Contingent rental 10 10 10
Sublease rentals (6) (5) (5)
----- ----- ------
Net rental expense $ 100 $ 102 $ 110
------------------------------------------------------------------------------------
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, operating lease obligations totaling $110 million
may be declared immediately due and payable.
- -------------------------------------------------------------------------------
10. 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 any Group, as
well as dividends and distributions on any class of USX Common
Stock or series of preferred stock and repurchases of any class of
USX Common Stock or series of preferred stock at prices in excess
of par or stated value, will reduce the funds of USX legally
available for payment of dividends on all classes of 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 energy
companies.
M-11
- -------------------------------------------------------------------------------
11. 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 1996 1995 1996 1995
-----------------------------------------------------------------------------------------------------------
Specifically attributed debt/(b)/:
Sale-leaseback financing and capital leases $ 24 $ 24 $ 129 $ 133
Indexed debt less unamortized discount - - 119 -
Seller-provided financing 40 41 40 41
------ ------ ------ ------
Total 64 65 288 174
Less amount due within one year 40 1 44 5
------ ------ ------ ------
Total specifically attributed long-term debt $ 24 $ 64 $ 244 $ 169
-----------------------------------------------------------------------------------------------------------
Debt attributed to all three groups/(c)/ $2,860 $3,691 $3,949 $4,810
Less unamortized discount 18 36 25 47
Less amount due within one year 224 352 309 460
------ ------ ------ ------
Total long-term debt attributed to all three groups $2,618 $3,303 $3,615 $4,303
-----------------------------------------------------------------------------------------------------------
Total long-term debt due within one year $ 264 $ 353 $ 353 $ 465
Total long-term debt due after one year 2,642 3,367 3,859 4,472
-----------------------------------------------------------------------------------------------------------
/(a)/ See Note 16, page U-20, 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-9, 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-9; 8, page M-11; and 12, page M-12).
- -------------------------------------------------------------------------------
12. Supplemental Cash Flow Information
(In millions) 1996 1995 1994
---------------------------------------------------------------------------------------------------------
Cash used in operating activities included:
Interest and other financial costs paid (net of amount capitalized) $ (339) $ (431) $ (380)
Income taxes paid, including settlements with other groups (74) (163) (31)
---------------------------------------------------------------------------------------------------------
USX debt attributed to all three groups - net:
Commercial paper:
Issued $ 1,422 $ 2,434 $ 1,515
Repayments (1,555) (2,651) (1,166)
Credit agreements:
Borrowings 10,356 4,719 4,545
Repayments (10,340) (4,659) (5,045)
Other credit arrangements - net (36) 40 -
Other debt:
Borrowings 78 52 509
Repayments (705) (440) (791)
------- ------ ------
Total $ (780) $ (505) $ (433)
---------------------------------------------------------------------------------------------------------
Marathon Group activity $ (769) $ (204) $ (371)
U. S. Steel Group activity (31) (399) (57)
Delhi Group activity 20 98 (5)
------- ------ ------
Total $ (780) $ (505) $ (433)
---------------------------------------------------------------------------------------------------------
Noncash investing and financing activities:
Marathon Stock issued for employee stock plans $ 2 $ 5 $ -
Contribution of assets to an equity affiliate - - 26
Disposal of assets - common stock received - 5 -
- liabilities assumed by buyers 25 - -
Acquisition of assets-stock issued - - 11
- debt issued - - 58
--------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
13. Stock-Based Compensation Plans and Stockholder Rights Plan
USX Stock-Based Compensation Plans and Stockholder Rights Plan are
discussed in Note 21, page U-22, and Note 25, page U-25,
respectively, to the USX consolidated financial statements.
During 1996, USX adopted SFAS No. 123, Accounting for Stock-
Based Compensation and elected to continue to follow the accounting
provisions of APB No. 25, as discussed in Note 1, page U-11, to the
USX consolidated financial statements. The Marathon Group's actual
stock-based compensation expense was $6 million in 1996 and $2
million in 1995 and 1994. Incremental compensation expense, as
determined under SFAS No. 123, was not material. Therefore, pro
forma net income and earnings per share data have been omitted.
M-12
- --------------------------------------------------------------------------------
14. 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.
Pension cost (credit) - The defined benefit cost for major plans
for 1996, 1995 and 1994 was determined assuming an expected long-
term rate of return on plan assets of 10%, 10% and 9%,
respectively, and was as follows:
(In millions) 1996 1995 1994
-------------------------------------------------------------------------------------------------------
Major plans:
Cost of benefits earned during the period $ 35 $ 26 $ 36
Interest cost on projected benefit obligation
(7% for 1996; 8% for 1995; and 6.5% for 1994) 45 41 45
Return on assets-actual return (139) (197) (1)
-deferred gain (loss) 55 116 (81)
Net amortization of unrecognized gains (3) (4) (5)
----- ----- -----
Total major plans (7) (18) (6)
Other plans 4 4 4
----- ----- -----
Total periodic pension credit (3) (14) (2)
Curtailment losses - 2 4
----- ----- -----
Total pension cost (credit) $ (3) $ (12) $ 2
--------------------------------------------------------------------------------------------------------
Funds' status - The assumed discount rate used to measure the
benefit obligations of major plans was 7.5% at December 31, 1996,
and 7% at December 31, 1995. The assumed rate of future increases
in compensation levels was 5% at both year-ends. The following
table sets forth the plans' funded status and the amounts reported
in the Marathon Group's balance sheet:
(In millions) December 31 1996 1995
------------------------------------------------------------------------------------------------------------
Reconciliation of funds' status to reported amounts:
Projected benefit obligation (PBO)/(a)/ $(627) $(664)
Plan assets at fair market value/(b)/ 989 904
----- -----
Assets in excess of PBO/(c)/ 362 240
Unrecognized net gain from transition (45) (50)
Unrecognized prior service cost 8 8
Unrecognized net loss (gain) (65) 58
Additional minimum liability/(d)/ (11) (13)
----- -----
Net pension asset included in balance sheet $ 249 $ 243
------------------------------------------------------------------------------------------------------------
/(a)/PBO includes:
Accumulated benefit obligation (ABO) $ 479 $ 492
Vested benefit obligation 424 434
/(b)/Types of assets held:
Stocks of other corporations 70% 66%
U.S. Government securities 10% 11%
Corporate debt instruments and other 20% 23%
/(c)/Includes several small plans that have ABOs in excess of plan assets:
PBO $ (68) $ (63)
Plan assets 18 13
----- -----
PBO in excess of plan assets $ (50) $ (50)
/(d)/ Additional minimum liability recorded was offset by the following:
Intangible asset $ 3 $ 4
Stockholders' equity adjustment - net of deferred income tax 5 6
-------------------------------------------------------------------------------------------------------------
M-13
- --------------------------------------------------------------------------------
15. 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.
Postretirement benefit cost - Postretirement benefit cost for
defined benefit plans for 1996, 1995 and 1994 was determined
assuming discount rates of 7%, 8% and 6.5%, respectively, and was
as follows:
(In millions) 1996 1995 1994
------------------------------------------------------------------------------------------
Cost of benefits earned during the period $ 8 $ 7 $ 10
Interest on accumulated postretirement benefit obligation (APBO) 23 22 20
Amortization of unrecognized gains (3) (3) (3)
----- ----- -----
Total periodic postretirement benefit cost 28 26 27
Curtailment gain - - (4)
----- ----- -----
Total postretirement benefit cost $ 28 $ 26 $ 23
------------------------------------------------------------------------------------------
Obligations - The following table sets forth the plans' obligations
and the amounts reported in the Marathon Group's balance sheet:
(In millions) December 31 1996 1995
------------------------------------------------------------------------------------------
Reconciliation of APBO to reported amounts:
APBO attributable to:
Retirees $(162) $(169)
Fully eligible plan participants (53) (51)
Other active plan participants (84) (101)
----- ------
Total APBO (299) (321)
Unrecognized net loss 4 44
Unamortized prior service (21) (25)
----- ------
Accrued liability included in balance sheet $(316) $(302)
------------------------------------------------------------------------------------------
The assumed discount rate used to measure the APBO was 7.5% and
7% at December 31, 1996, and December 31, 1995, respectively. The
assumed rate of future increases in compensation levels was 5% at
both year-ends. The weighted average health care cost trend rate in
1997 is approximately 8%, gradually declining to an ultimate rate
in 2003 of approximately 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 1996 net periodic postretirement benefit cost by
$6 million and would have increased the APBO as of December 31,
1996, by $41 million.
- --------------------------------------------------------------------------------
16. Property, Plant and Equipment
(In millions) December 31 1996 1995
------------------------------------------------------------------------------------------------------
Production $12,605 $12,830
Refining 1,633 1,555
Marketing 1,350 1,258
Transportation 515 491
Other 226 277
------- -------
Total 16,329 16,411
Less accumulated depreciation, depletion and amortization 9,031 8,890
------- -------
Net $ 7,298 $ 7,521
------------------------------------------------------------------------------------------------------
Property, plant and equipment includes gross assets acquired
under capital leases of $24 million at December 31, 1996, and $37
million at December 31, 1995; the related amounts for the years
1996 and 1995 in accumulated depreciation, depletion and
amortization were $24 million and $33 million, respectively.
M-14
- --------------------------------------------------------------------------------
17. 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).
Provisions (credits) for estimated income taxes were:
1996 1995 1994
---------------------------- --------------------------- ----------------------------
(In millions) Current Deferred Total Current Deferred Total Current Deferred Total
-----------------------------------------------------------------------------------------------------------------
Federal $193 $ 13 $206 $72 $(221) $(149) $29 $106 $135
State and local 12 9 21 10 (14) (4) (2) (1) (3)
Foreign 11 82 93 15 31 46 12 11 23
---- ----- ---- --- ----- ----- --- ----- ----
Total $216 $ 104 $320 $97 $(204) $(107) $39 $116 $155
-----------------------------------------------------------------------------------------------------------------
In 1996 and 1995, the extraordinary loss on extinguishment of
debt included a tax benefit of $4 million and $3 million,
respectively (Note 7, page M-10).
A reconciliation of federal statutory tax rate (35%) to total
provisions (credits) follows:
(In millions) 1996 1995 1994
---------------------------------------------------------------------------------------------------------
Statutory rate applied to income (loss) before taxes $ 347 $ (67) $ 166
State and local income taxes after federal income tax effects 14 (3) (2)
Effects of foreign operations, including foreign tax credits (14) (36)/(a)/ 13
Effects of partially-owned companies (10) (7) (5)
Dispositions of subsidiary investments (8) (6) -
Credits other than foreign tax credits (8) (1) -
Nondeductible business and amortization expenses 3 10 3
Effect of Retained Interest - (1) 4
Adjustment of prior years' income taxes (6) (1) -
Adjustment of valuation allowances - 4 (24)
Other 2 1 -
------- -------- -------
Total provisions (credits) $ 320 $ (107) $ 155
----------------------------------------------------------------------------------------------------------
/(a)/ Includes incremental tax benefits of $44 million resulting
from USX's election to credit, rather than deduct, certain
foreign income taxes for federal income tax purposes.
Deferred tax assets and liabilities resulted from the
following:
(In millions) December 31 1996 1995
---------------------------------------------------------------------------------------------------------------
Deferred tax assets:
Minimum tax credit carryforwards $ 110 $ 93
Foreign tax credit carryforwards - 81
State tax loss carryforwards (expiring in 1997 through 2011) 40 34
Foreign tax loss carryforwards (portion of which expire in 2000 through 2011) 519 556
Employee benefits 158 148
Expected federal benefit for:
Crediting certain foreign deferred income taxes 216 169
Deducting state and other foreign deferred income taxes 51 48
Contingency and other accruals 116 95
Other 56 76
Valuation allowances (325) (344)
------ ------
Total deferred tax assets 941 956
------ ------
Deferred tax liabilities:
Property, plant and equipment 1,685 1,676
Inventory 306 226
Prepaid pensions 121 116
Other 118 120
------ ------
Total deferred tax liabilities 2,230 2,138
------ ------
Net deferred tax liabilities $1,289 $1,182
---------------------------------------------------------------------------------------------------------------
USX expects to generate sufficient future taxable income to
realize the benefit of the Marathon Group's deferred tax assets. In
addition, the ability to realize the benefit of foreign tax credits
is based upon certain assumptions concerning future operating
conditions (particularly as related to prevailing oil prices),
income generated from foreign sources and USX's tax profile in the
years that such credits may be claimed.
The consolidated tax returns of USX for the years 1990 through
1994 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 $341 million, $(50) million and
$14 million attributable to foreign sources in 1996, 1995 and 1994,
respectively.
Undistributed earnings of consolidated foreign subsidiaries at
December 31, 1996, amounted to $64 million. No provision for
deferred U.S. income taxes has been made because the Marathon Group
intends to permanently reinvest such earnings in its foreign
operations. If such earnings were not permanently reinvested, a
deferred tax liability of $23 million would have been required.
M-15
- --------------------------------------------------------------------------------
18. Investments and Long-Term Receivables
(In millions) December 31 1996 1995
------------------------------------------------------------------------------
Equity method investments $ 135 $ 111
Cost method investments 31 30
Deposit in property exchange trust 98 -
Receivables due after one year 34 32
Forward currency contracts 12 22
Other 1 20
----- -----
Total $ 311 $ 215
-------------------------------------------------------------------------------
The following represents summarized financial information of
affiliates accounted for by the equity method of accounting, except
for the Retained Interest in the Delhi Group:
(In millions) 1996 1995 1994
-----------------------------------------------------------
Income data - year:
Revenues $ 405 $ 255 $ 277
Operating income 95 77 105
Net income 53 24 35
-----------------------------------------------------------
Balance sheet data - December 31:
Current assets $ 146 $ 86
Noncurrent assets 1,150 957
Current liabilities 198 116
Noncurrent liabilities 737 703
-----------------------------------------------------------
Dividends and partnership distributions received from equity
affiliates were $24 million in 1996, $14 million in 1995 and $10
million in 1994.
Marathon Group purchases from equity affiliates totaled $49
million, $52 million and $71 million in 1996, 1995 and 1994,
respectively. Marathon Group sales to equity affiliates were $6
million in 1996 and immaterial in 1995 and 1994.
Summarized financial information of the Delhi Group, which was
accounted for by the equity method of accounting follows:
(In millions) 1995/(a)/ 1994
------------------------------------------------------------------
Income data - year:
Revenues $ 276 $ 567
Operating income (loss) 14 (36)
Net income (loss) 7 (31)/(b)/
------------------------------------------------------------------
/(a)/ Retained Interest in the Delhi Group was eliminated on June
15, 1995.
/(b)/ Delhi Group's loss includes restructuring charges of $40
million.
- --------------------------------------------------------------------------------
19. Intergroup Transactions
Sales and purchases - Marathon Group sales to other groups totaled
$87 million, $54 million and $55 million in 1996, 1995 and 1994,
respectively. Marathon Group purchases from the Delhi Group totaled
$9 million in 1996, $6 million in 1995 and $4 million in 1994. At
December 31, 1996 and 1995, Marathon Group trade receivables
included $19 million and $7 million, respectively, related to
transactions with other groups. Marathon Group trade payables
included $2 million at December 31, 1996, and $1 million at
December 31, 1995, related to transactions with the Delhi Group.
These transactions were conducted on an arm's-length basis.
Income taxes receivable from/payable to other groups - At December
31, 1996 and 1995, amounts receivable from/payable to other groups
for income taxes were included in the balance sheet as follows:
(In millions) December 31 1996 1995
---------------------------------------------------------------------
Current:
Receivables $ 1 $ 11
Accounts payable 30 35
Noncurrent:
Deferred credits and other liabilities 83 -
---------------------------------------------------------------------
These amounts have been determined in accordance with the tax
allocation policy described in Note 3, page M-9. Amounts classified
as current are settled in cash in the year succeeding that in which
such amounts are accrued. Noncurrent amounts represent estimates of
intergroup tax effects of certain issues for years that are still
under various stages of audit and administrative review. Such tax
effects are not settled among the groups until the audit of those
respective tax years is closed. The amounts ultimately settled for
open tax years will be different than recorded noncurrent amounts
based on the final resolution of all of the audit issues for those
years.
M-16
- --------------------------------------------------------------------------------
20. Inventories
(In millions) December 31 1996 1995
-----------------------------------------------------------------------------------
Crude oil and natural gas liquids $ 463 $ 510
Refined products and merchandise 746 758
Supplies and sundry items 73 93
------- ------
Total (at cost) 1,282 1,361
Less inventory market valuation reserve - 209
------- ------
Net inventory carrying value $1,282 $1,152
-----------------------------------------------------------------------------------
Inventories of crude oil and refined products are valued by the
LIFO method. The LIFO method accounted for 94% and 91% of total
inventory value at December 31, 1996, and December 31, 1995,
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 result in charges or credits to operating income.
- --------------------------------------------------------------------------------
21. Sales of Receivables
The Marathon Group participates in an agreement (the program) to
sell an undivided interest in 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. At December 31, 1996,
the amount sold under the program that had not been collected was
$340 million, which will be forwarded to the buyers at the end of
the agreement in 1997, or in the event of earlier contract
termination. If the Marathon Group does not have a sufficient
quantity of eligible accounts receivable to reinvest in for the
buyers, the size of the program will be reduced accordingly. The
amount sold under the program averaged $340 million in 1996 and
$361 million in 1995. Prior to entering into the new program in
1995, sales of the Marathon Group accounts receivable, which
averaged $400 million in 1994, included accounts receivable
purchased from the Delhi Group. The buyers have rights to a pool of
receivables that must be maintained at a level of at least 110% of
the program size. 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.
- -------------------------------------------------------------------------------
22. Stockholders' Equity
-------------------------------------------------------------------------------------------------------------
(In millions, except per share data) 1996 1995 1994
Preferred stock:
Balance at beginning of year $ - $ 78 $ 78
Redeemed - (78) -
-------- -------- --------
Balance at end of year $ - $ - $ 78
-------------------------------------------------------------------------------------------------------------
Common stockholders' equity (Note 3, page M-9):
Balance at beginning of year $ 2,872 $ 3,163 $ 3,032
Net income (loss) 664 (88) 321
Marathon Stock issued 4 5 11
Marathon Stock repurchased - (1) -
Dividends on preferred stock - (4) (6)
Dividends on Marathon Stock
(per share: $.70 in 1996 and $.68 in 1995 and 1994) (201) (195) (195)
Foreign currency translation adjustments (Note 24, page M-18) - 1 -
Deferred compensation adjustments - (3) 1
Minimum pension liability adjustment (Note 14, page M-13) 1 (6) -
Other - - (1)
-------- -------- --------
Balance at end of year $ 3,340 $ 2,872 $ 3,163
-------------------------------------------------------------------------------------------------------------
Total stockholders' equity $ 3,340 $ 2,872 $ 3,241
-------------------------------------------------------------------------------------------------------------
M-17
- --------------------------------------------------------------------------------
23. 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.
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, 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, provided in each case, the
effect is not antidilutive.
- --------------------------------------------------------------------------------
24. 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 1996, 1995 and
1994, respectively, the aggregate foreign currency transaction
gains (losses) included in determining net income were $(24)
million, $3 million and $(7) million. An analysis of changes in
cumulative foreign currency translation adjustments follows:
(In millions) 1996 1995 1994
---------------------------------------------------------------
Cumulative adjustments at January 1 $ (5) $ (6) $ (6)
Aggregate adjustments for the year - 1 -
----- ----- -----
Cumulative adjustments at December 31 $ (5) $ (5) $ (6)
----------------------------------------------------------------
- --------------------------------------------------------------------------------
25. Derivative Instruments
The Marathon Group uses commodity-based derivative instruments to
manage exposure to price fluctuations related to the anticipated
purchase or production and sale of crude oil, natural gas and
refined products. The derivative instruments used, as a part of an
overall risk management program, include exchange-traded futures
contracts and options, and instruments which require settlement in
cash such as OTC commodity swaps and OTC options. While risk
management activities generally reduce market risk exposure due to
unfavorable commodity price changes for raw material purchases and
products sold, such activities can also encompass strategies which
assume certain price risk in isolated transactions.
USX has used forward currency contracts to hedge foreign
denominated debt, a portion of which has been attributed to the
Marathon Group.
The Marathon Group remains at risk for possible changes in the
market value of the derivative instrument; however, such risk
should be mitigated by price changes in the underlying hedged item.
The Marathon Group is also exposed to credit risk in the event of
nonperformance by counterparties. The credit worthiness of
counterparties is subject to continuing review, including the use
of master netting agreements to the extent practical, and full
performance is anticipated.
M-18
The following table sets forth quantitative information by class
of derivative instrument:
Fair Carrying Recorded
Value Amount Deferred Aggregate
Assets Assets Gain or Contract
(In millions) (Liabilities)/(a)/ (Liabilities) (Loss) Values/(b)/
-------------------------------------------------------------------------------------------------------
December 31, 1996:
Exchange-traded commodity futures $ - $ - $ (2) $ 38
Exchange-traded commodity options (1)/(c)/ (1) (2) 251
OTC commodity swaps/(d)/ (3)/(e)/ (2) - 32
OTC commodity options (7) (7) (1) 80
------ ------ ----- ------
Total commodities $ (11) $ (10) $ (5) $ 401
------ ------ ----- ------
Forward currency contract/(f)/:
- receivable $ 14 $ 12 $ - $ 43
- payable (1) (1) (1) 7
------ ------ ----- ------
Total currencies $ 13 $ 11 $ (1) $ 50
-------------------------------------------------------------------------------------------------------
December 31, 1995:
Exchange-traded commodity futures $ - $ - $ (3) $ 75
Exchange-traded commodity options - - - 8
OTC commodity swaps (3)/(e)/ (1) (4) 125
OTC commodity options - - - 6
------ ------ ----- ------
Total commodities $ (3) $ (1) $ (7) $ 214
------ ------ ----- ------
Forward currency contracts:
- receivable $ 81 $ 78 $ - $ 141
-------------------------------------------------------------------------------------------------------
/(a)/ The fair value amounts for OTC positions are based on
various indices or dealer quotes. The fair value amounts for
currency contracts are based on dealer quotes of forward
prices covering the remaining duration of the foreign
exchange contract. The exchange-traded futures contracts and
certain option contracts do not have a corresponding fair
value since changes in the market prices are settled on a
daily basis.
/(b)/ Contract or notional amounts do not quantify risk exposure,
but are used in the calculation of cash settlements under
the contracts. The contract or notional amounts do not
reflect the extent to which positions may offset one
another.
/(c)/ Includes fair value for assets of $1 million and for
liabilities of $(2) million.
/(d)/ The OTC swap arrangements vary in duration with certain
contracts extending into early 1998.
/(e)/ Includes fair values as of December 31, 1996 and 1995, for
assets of $1 million and $4 million and liabilities of $(4)
million and $(7) million, respectively.
/(f)/ The forward currency contract matures in 1998.
- --------------------------------------------------------------------------------
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, excluding derivative financial
instruments disclosed in Note 25, page M-18, by individual balance
sheet account. As described in Note 3, page M-9, 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:
1996 1995
------------------- -----------------
Fair Carrying Fair Carrying
(In millions) December 31 Value Amount Value Amount
---------------------------------------------------------------------------------------------------
Financial assets:
Cash and cash equivalents $ 32 $ 32 $ 77 $ 77
Receivables 613 613 552 552
Investments and long-term receivables 204 163 98 62
------ ------ ------ ------
Total financial assets $ 849 $ 808 $ 727 $ 691
---------------------------------------------------------------------------------------------------
Financial liabilities:
Notes payable $ 59 $ 59 $ 31 $ 31
Accounts payable 1,385 1,385 1,245 1,245
Accrued interest 75 75 94 94
Long-term debt (including amounts due within one year) 3,062 2,882 3,985 3,696
------ ------ ------ --------
Total financial liabilities $4,581 $4,401 $5,355 $5,066
---------------------------------------------------------------------------------------------------
Fair value of financial instruments classified as current assets
or liabilities approximates carrying value due to the short-term
maturity of the instruments. Fair value of investments and long-
term receivables 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.
In addition to certain derivative financial instruments
disclosed in Note 25, page M-18, the Marathon Group's unrecognized
financial instruments consist of accounts receivables sold subject
to limited recourse and financial guarantees. It is not practicable
to estimate the fair value of these forms of financial instrument
obligations because there are no quoted market prices for
transactions which are similar in nature. For details relating to
sales of receivables see Note 21, page M-17, and for details
relating to financial guarantees see Note 27, page M-20.
M-19
- --------------------------------------------------------------------------------
27. 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. At December 31, 1996, and December 31,
1995, accrued liabilities for remediation totaled $37 million. 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. Receivables for recoverable costs from certain states,
under programs to assist companies in cleanup efforts related to
underground storage tanks at retail marketing outlets, were $23
million at December 31, 1996, and $22 million at December 31, 1995.
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 1996 and 1995,
such capital expenditures totaled $66 million and $50 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.
At December 31, 1996, and December 31, 1995, accrued liabilities
for platform abandonment and dismantlement totaled $118 million and
$128 million, respectively.
Guarantees -
Guarantees by USX of the liabilities of affiliated entities of
the Marathon Group totaled $46 million and $18 million at December
31, 1996, and December 31, 1995, respectively. As of December 31,
1996, the largest guarantee for a single affiliate was $39 million.
At December 31, 1996, and December 31, 1995, the Marathon
Group's pro rata share of obligations of LOOP LLC and various
pipeline affiliates secured by throughput and deficiency agreements
totaled $176 million and $187 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, 1996, and December 31, 1995, contract
commitments for the Marathon Group's capital expenditures for
property, plant and equipment totaled $388 million and $112
million, respectively.
M-20
Selected Quarterly Financial Data (Unaudited)
1996 1995
------------------------------------- ------------------------------------------------------
(In millions, except per
share data) 4th Qtr. 3rd Qtr. 2nd Qtr. 1st Qtr. 4th Qtr. 3rd Qtr. 2nd Qtr. 1st Qtr.
- ---------------------------------------------------------------------------------------------------------------------------
Revenues $4,439 $4,195 $4,071 $3,627 $3,517/(a)/ $3,494/(a)/ $3,530/(a)/ $3,338/(a)/
Operating income (loss) 305 318 234 377 (523)/(a)/ 173/(a)/ 251/(a)/ 212/(a)/
Operating costs include:
Inventory market
valuation
charges (credits) (30) (96) 72 (155) (35) 51 2 (88)
Impairment of
long-lived assets - - - - 659 - - -
Income (loss) before
extraordinary loss 167 164 124 216 (365) 97 108 77
Net income (loss) 160 164 124 216 (366) 93 108 77
- ---------------------------------------------------------------------------------------------------------------------------
Marathon Stock data:
- --------------------
Income (loss) before extraordinary
loss applicable to
Marathon Stock $ 167 $ 164 $ 124 $ 216 $ (365) $ 96 $ 107 $ 75
- Per share: primary .58 .57 .43 .75 (1.27) .33 .37 .26
fully diluted .57 .57 .43 .74 (1.27) .33 .37 .26
Dividends paid per share .19 .17 .17 .17 .17 .17 .17 .17
Price range of Marathon
Stock/(b)/:
- Low 21-1/8 20 19-1/8 17-1/4 17-1/2 19-1/4 17-1/8 15-3/4
- High 25-1/2 22-1/8 22-7/8 20-1/2 20-1/8 21-1/2 20-1/4 17-5/8
- --------------------------------------------------------------------------------------------------------------------------------
/(a)/ Reclassified to conform to 1996 classifications.
/(b)/ Composite tape.
Principal Unconsolidated Affiliates (Unaudited)
December 31, 1996
Company Country Ownership Activity
- -----------------------------------------------------------------------------------------------------------------------
CLAM Petroleum Company Netherlands 50% Oil & Gas Production
Kenai LNG Corporation United States 30% Natural Gas Liquification
LOCAP, Inc. United States 37% Pipeline & Storage Facilities
LOOP LLC United States 32% Offshore Oil Port
Sakhalin Energy Investment Company Ltd. Russia 30% Oil & Gas Development
- -------------------------------------------------------------------------------------------------------------------------
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-31
through U-34.
M-21
Five-Year Operating Summary
1996 1995 1994 1993 1992
- -----------------------------------------------------------------------------------------------------------------
Net Liquid Hydrocarbon Production (thousands of barrels
per day)
United States 122 132 110 111 118
International- Europe 51 56 48 26 36
- Other 8 17 14 19 20
------------------------------------------
Total Worldwide 181 205 172 156 174
-----------------------------------------------------------------------------------------------------------------
Net Natural Gas Production (millions of cubic feet per day)
United States 676 634 574 529 593
International- Europe 518/(a)/ 483/(a)/ 382 356 326
- Other 13 15 18 17 12
------------------------------------------
Total Consolidated 1,207 1,132 974 902 931
Equity production - CLAM Petroleum Co. 45 44 40 35 41
------------------------------------------
Total Worldwide 1,252 1,176 1,014 937 972
-----------------------------------------------------------------------------------------------------------------
Average Sales Prices
Liquid Hydrocarbons (dollars per barrel)/(b)/
United States $18.58 $14.59 $13.53 $14.54 $16.47
International 20.34 16.66 15.61 16.22 18.95
Natural Gas (dollars per thousand cubic feet)/(b)/
United States $ 2.09 $ 1.63 $ 1.94 $ 1.94 $ 1.60
International 1.97 1.80 1.58 1.52 1.77
-----------------------------------------------------------------------------------------------------------------
Net Proved Reserves - year-end
Liquid Hydrocarbons (millions of barrels)
Beginning of year 764 795 842 848 868
Extensions, discoveries and other additions 82 70 13 21 27
Improved recovery 19 4 6 24 12
Revisions of previous estimates 5 (18) (6) 4 5
Net purchase (sale) of reserves in place (12) (13) 2 2 (3)
Production (66) (74) (62) (57) (61)
------------------------------------------
Total 792 764 795 842 848
-----------------------------------------------------------------------------------------------------------------
Natural Gas (billions of cubic feet)/(c)/
Beginning of year 3,720 3,807 3,901 4,030 4,258
Extensions, discoveries and other additions 323 339 307 248 148
Improved recovery 10 1 - 33 6
Revisions of previous estimates (6) (39) 3 (21) 54
Net purchase (sale) of reserves in place (43) 17 (45) (59) (84)
Production (434) (405) (359) (330) (352)
------------------------------------------
Total 3,570 3,720 3,807 3,901 4,030
-----------------------------------------------------------------------------------------------------------------
U.S. Refinery Operations (thousands of barrels per day)
In-use crude oil capacity - year-end/(d)/ 570 570 570 570 620
Refinery runs - crude oil refined 511 503 491 549 546
- other charge and blend stocks 96 94 107 102 79
In-use capacity utilization rate 90% 88% 86% 90% 88%
-----------------------------------------------------------------------------------------------------------------
U.S. Refined Product Sales (thousands of barrels per day)
Gasoline 468 445 443 420 404
Distillates 192 180 183 179 169
Other products 115 122 117 127 134
------------------------------------------
Total 775 747 743 726 707
Matching buy/sell volumes included in above 71 47 73 47 56
-----------------------------------------------------------------------------------------------------------------
U.S. Refined Product Marketing Outlets - year-end
Marathon operated terminals 51 51 51 51 52
Retail - Marathon Brand 2,392 2,380 2,356 2,331 2,290
- Emro Marketing Company 1,592 1,627 1,659 1,571 1,549
-----------------------------------------------------------------------------------------------------------------
/(a)/ Includes gas acquired for injection and subsequent resale
of 32 million cubic feet per day in 1996 and 35 million cubic
feet per day in 1995.
/(b)/ Prices exclude gains/losses from hedging activities.
/(c)/ Includes Marathon's interest in equity affiliate reserves.
/(d)/ The 50,000 barrel per day Indianapolis Refinery was temporarily idled
in October 1993.
M-22
The Marathon Group
Management's Discussion and Analysis
The Marathon Group includes Marathon Oil Company ("Marathon")
and certain other subsidiaries of USX Corporation ("USX"), which
are 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.
During 1996, the Marathon Group's financial performance was
significantly better than 1995 primarily due to higher worldwide
liquid hydrocarbon and natural gas prices. Favorable results also
helped the Marathon Group to strengthen its balance sheet and
reduce debt by $786 million.
Certain sections of Management's Discussion and Analysis include
forward-looking statements concerning trends or events potentially
affecting the businesses of the Marathon Group. These statements
typically contain words such as "anticipates", "believes",
"estimates", "expects" or similar words indicating that future
outcomes are uncertain. In accordance with "safe harbor" provisions
of the Private Securities Litigation Reform Act of 1995, these
statements are accompanied by cautionary language identifying
important factors, though not necessarily all such factors, that
could cause future outcomes to differ materially from those set
forth in forward-looking statements.
Management's Discussion and Analysis of Income
Revenues for each of the last three years are summarized in the
following table:
(Dollars in millions) 1996 1995 1994
-----------------------------------------------------------------
Refined products $ 7,132 $ 6,127 $ 5,622
Liquid hydrocarbons 1,111 881 800
Natural gas/(a)/ 1,194 950 670
Merchandise 1,000 941 869
Transportation and other/(b)/ 215 205 354
------- ------- -------
Subtotal 10,652 9,104 8,315
------- ------- -------
Matching buy/sell transactions/(c)/ 2,912 2,067 2,071
Excise taxes/(c)/ 2,768 2,708 2,542
------- ------- -------
Total revenues/(d)/ $16,332 $13,879 $12,928
-----------------------------------------------------------------
/(a)/ Natural gas revenues in 1996 and 1995 included $181 million
and $130 million, respectively, for domestic natural gas
purchased for resale ("trading sales") for which costs of
purchased gas are reflected in operating costs. Trading
sales in 1994 were reflected in revenues on a margin basis
and were not significant.
/(b)/ Includes gains and losses from disposal of operating
assets.
/(c)/ Included in both revenues and operating costs, resulting in
no effect on income.
/(d)/ Amounts in 1995 and 1994 were reclassified in 1996 to
include gains and losses on disposal of operating assets.
Prior to reclassification, these gains and losses were
included in other income.
Revenues (excluding matching buy/sell transactions and excise
taxes) increased by $1,548 million, or 17%, in 1996 from 1995 and
by $789 million, or 9%, in 1995 from 1994. The increase in 1996
primarily resulted from higher average refined product, worldwide
liquid hydrocarbon and natural gas prices, partially offset by
lower worldwide liquid hydrocarbon volumes. The increase in 1995
was mainly due to increased volumes and higher average prices for
domestic refined products, international natural gas and worldwide
liquid hydrocarbons, and increased volumes for domestic natural
gas, partially offset by a decrease in net gains on operating asset
disposals and lower average prices for domestic natural gas.
M-23
Management's Discussion and Analysis continued
Operating income and certain items included in operating
income for each of the last three years are summarized in the
following table:
(Dollars in millions) 1996 1995 1994
-------------------------------------------------------------------------------
Operating income/(a)/ $1,234 $ 113 $ 755
Less: Certain favorable (unfavorable) items
Inventory market valuation adjustment/(b)/ 209 70 160
Net gains on certain asset sales 16 - 166
Charges for withdrawal from MPA/(c)/ (10) - -
Certain state tax adjustments/(d)/ (11) - 12
Impairment of long-lived assets/(e)/ - (659) -
Expected environmental remediation recoveries/(f)/ - 15 -
Employee reorganization charges/(g)/ - - (42)
------ ----- -----
Subtotal 204 (574) 296
------ ----- -----
Operating income adjusted to exclude above items $1,030 $ 687 $ 459
------------------------------------------------------------------------------
/(a)/ Amounts in 1995 and 1994 were reclassified in 1996 to
include gains and losses on disposal of operating assets.
Prior to reclassification, these gains and losses were
included in other income.
/(b)/ The inventory market valuation reserve reflects the extent
to which the recorded costs of crude oil and refined products
inventories exceed net realizable value. The balance was
zero at December 31, 1996.
/(c)/ Marine Preservation Association ("MPA") is a non-profit oil
spill response group.
/(d)/ The 1996 amount reflected domestic production tax accruals
for prior years; the amount in 1994 related to various
settlements.
/(e)/ Related to adoption of Statement of Financial Accounting
Standards No. 121 - "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed
Of" ("SFAS No. 121").
/(f)/ For expected recoveries from state governments of
expenditures related to underground storage tanks at retail
marketing outlets.
/(g)/ Primarily related to employee costs associated with work
force reduction programs.
Adjusted operating income improved by $343 million in 1996 from
1995, primarily due to higher worldwide liquid hydrocarbon and
natural gas prices, reduced depreciation, depletion and
amortization ("DD&A") expense, resulting mainly from the fourth
quarter 1995 adoption of SFAS No. 121 and property sales, and
increased worldwide volumes of natural gas. These favorable effects
were partially offset by lower worldwide liquid hydrocarbon
volumes, net losses on hedging activities (primarily occurring in
the fourth quarter of 1996) and lower refined product margins.
Adjusted operating income increased by $228 million in 1995 from
1994, mainly due to increased volumes of worldwide liquid
hydrocarbons and natural gas, and higher average prices for
worldwide liquid hydrocarbons and international natural gas,
partially offset by lower average prices for domestic natural gas.
For additional details, see Management's Discussion and Analysis of
Financial Condition, Cash Flows and Liquidity and Management's
Discussion and Analysis of Operations.
Other income increased by $26 million in 1996 from 1995,
following an increase of $9 million in 1995 from 1994. The increase
in 1996 was mainly due to a gain on the sale of an equity interest
in a domestic pipeline company. Other income in 1994 included a $10
million unfavorable effect applicable to the Marathon Group's 33%
Retained Interest in the USX-Delhi Group. The Retained Interest was
eliminated in June 1995.
Interest and other financial costs decreased by $41 million in
1996 from 1995, following an increase of $49 million in 1995 from
1994. The decrease in 1996 was mainly due to lower average debt
levels, while the increase in 1995 from 1994 was due primarily to a
reduction in capitalized interest following the completion during
1994 of projects in the United Kingdom ("U.K.") sector of the North
Sea. In addition, interest and other financial costs in 1995
included a $17 million favorable effect for interest on refundable
federal income taxes paid in prior years, while 1994 included a $34
million favorable effect resulting from settlement of various state
tax issues.
The credit for estimated income taxes in 1995 included
incremental tax benefits of $44 million resulting from USX's
election to credit, rather than deduct, foreign income taxes for
U.S. federal income tax purposes. The 1994 income tax provision
included a $24 million credit for the reversal of a valuation
allowance related to deferred tax assets. For reconciliation of the
federal statutory tax rate to total provisions (credits), see Note
17 to the Marathon Group Financial Statements.
An extraordinary loss on extinguishment of debt of $7 million in
1996 and $5 million in 1995 represents the portion of the loss on
early extinguishment of USX debt attributed to the Marathon Group.
For additional information, see Note 7 to the Marathon Group
Financial Statements.
Net income increased by $752 million in 1996 from 1995,
following a $409 million decrease in 1995 from 1994. The changes in
net income and loss between years primarily reflect the factors
discussed above.
M-24
Management's Discussion and Analysis continued
Management's Discussion and Analysis of Financial Condition, Cash Flows and
Liquidity
Current assets and current liabilities increased by $158 million
and $117 million, respectively, from year-end 1995. The increase in
current assets mainly reflected increased inventory values, as
higher year-end refined product prices resulted in the reduction of
the inventory market valuation reserve to zero, and increased trade
receivables, mainly due to higher liquid hydrocarbon and natural
gas prices. The increase in current liabilities primarily reflected
increased trade payables, also due to higher commodity prices.
Net property, plant and equipment decreased by $223 million from
year-end 1995, primarily reflecting DD&A, asset dispositions and
dry well write-offs, partially offset by property additions. Asset
disposals included interests in oil producing properties in Alaska
and certain production properties in Indonesia, the U.K. North Sea
and Tunisia.
Total long-term debt and notes payable at December 31, 1996 was
$3.0 billion, a $786 million decrease from year-end 1995, mainly
reflecting that cash provided from operating activities and the
disposal of assets exceeded amounts required for capital
expenditures and dividends. Virtually all of the debt is a direct
obligation of, or is guaranteed by, USX.
Net cash provided from operating activities totaled $1,503
million in 1996, compared with $1,044 million in 1995 and $720
million in 1994. Cash provided from operating activities included
payments of $39 million and $123 million in 1996 and 1994,
respectively, related to certain state tax issues, while 1995
included payments of $96 million representing the Marathon Group's
share of the amortized discount on USX's zero coupon debentures.
Excluding the effects of these items, net cash from operating
activities increased by $402 million in 1996 from 1995, compared
with an increase of $297 million in 1995 from 1994. The increase in
1996 was mainly due to favorable working capital changes and
improved profitability, while the increase in 1995 primarily
reflected increased profitability.
Capital expenditures for each of the last three years are
summarized in the following table:
(Dollars in millions) 1996 1995 1994
----------------------------------------------------------------------------
Exploration and production ("Upstream")
United States $ 424 $ 322 $ 351
International 80 141 185
----- ----- -----
Total exploration and production 504 463 536
Refining, marketing and transportation ("Downstream") 234 170 209
Other 13 9 8
----- ----- -----
Total $ 751 $ 642 $ 753
-----------------------------------------------------------------------------
During 1996, upstream capital spending focused on low-cost, low-
risk development and exploitation projects, including initial
expenditures to develop exploration successes in the Gulf of
Mexico. In addition, approximately $36 million was spent acquiring
producing properties in and around core areas of operations in
Texas, Wyoming and Alaska, resulting in reserve additions of 28
million barrels of oil equivalent ("BOE"). Downstream spending in
1996 mainly consisted of upgrading and expanding Emro Marketing
Company's network of retail outlets, and refinery modification
projects. Contract commitments for capital expenditures at year-end
1996 were $388 million, compared with $112 million at year-end
1995.
Capital expenditures in 1997 are expected to increase to
approximately $1 billion, with actual spending dependent upon
market conditions and available business opportunities. Domestic
upstream projects planned for 1997 include development of the Green
Canyon 244 (Troika), Viosca Knoll 786 (Petronius) and Ewing Bank
963 (Arnold) fields in the Gulf of Mexico, while international
upstream projects include development of the West Brae field in the
U.K. North Sea and the Tchatamba field, offshore Gabon. Downstream
spending will primarily consist of retail marketing upgrading and
expansion projects and refinery modifications.
Also in 1997, other investing activities are anticipated to
include approximately $100 million for capital projects of equity
affiliates, including the Nautilus natural gas pipeline project in
the Gulf of Mexico and the Sakhalin II project in the Russian Far
East Region.
Future capital expenditures and investments can be affected by
industry supply and demand factors, levels of cash flow from
operations, unforeseen hazards such as weather conditions, and/or
by delays in obtaining government or partner approval, which could
affect the timing of completion of particular capital projects. In
addition, levels of investments may be affected by the ability of
equity affiliates to obtain external financing.
Cash from disposal of assets was $282 million in 1996, compared
with $77 million in 1995 and $263 million in 1994. Proceeds in 1996
primarily reflected the disposal of Alaskan oil properties, sales
of interests in certain oil and gas production properties in
Indonesia, U.K. North Sea and Tunisia, and the sale of an equity
interest in a domestic pipeline company. Proceeds in 1995 were
mainly from
M-25
Management's Discussion and Analysis continued
the sales of certain domestic production properties, mainly in the
Illinois Basin, the stock of FWA Drilling Company, Inc., and
certain downstream assets. Proceeds in 1994 mainly reflected sales
of the assets of a retail propane marketing subsidiary and certain
domestic oil and gas production properties.
Deposit in property exchange trust of $98 million in 1996
represents the deposit of a large portion of the proceeds from the
disposal of oil production properties in Alaska into an interest-
bearing escrow account for use in future property acquisitions.
Financial obligations decreased by $770 million in 1996 as net
cash provided from operating activities and asset sales
significantly exceeded cash used for capital expenditures and
dividend payments. Financial obligations consist of the Marathon
Group's portion of USX debt and preferred stock of a subsidiary
attributed to all three groups, as well as debt specifically
attributed to the Marathon Group. For discussion of USX financing
activities attributed to all three groups, see USX Consolidated
Management's Discussion and Analysis of Financial Condition, Cash
Flows and Liquidity.
Dividends paid in 1996 increased from 1995, mainly due to an
increase of two cents per share in the quarterly USX-Marathon Group
Common Stock dividend rate declared October 29, 1996.
Derivative Instruments
In the normal course of its business, the Marathon Group is
exposed to market risk, or price fluctuations related to the
purchase, production or sale of crude oil, natural gas and refined
products. The Marathon Group uses commodity-based derivative
instruments such as exchange-traded futures contracts and options,
and over-the-counter ("OTC") commodity swaps and options to manage
exposure to market risk. Marathon's exchange-traded derivative
activities are conducted primarily on the New York Mercantile
Exchange ("NYMEX"). The Marathon Group's strategic approach is to
limit the use of these instruments principally to hedging
activities. Accordingly, gains and losses on futures contracts and
swaps generally offset the effects of price changes in the
underlying commodity. However, certain derivative instruments have
the effect of converting fixed price equity natural gas production
to variable market-based prices. These instruments are used as part
of Marathon's overall risk management programs.
While commodity-based derivative instruments are generally used
to reduce risks from unfavorable commodity price movements, they
also may limit the opportunity to benefit from favorable movements.
During the fourth quarter of 1996, certain hedging strategies
matured which limited the Marathon Group's ability to benefit from
favorable market price increases on the sales of equity crude oil
and natural gas production, resulting in pretax hedging losses of
$33 million. In total, Marathon's upstream operations recorded $38
million of pretax hedging losses in 1996, compared with net gains
of $10 million in 1995. Marathon's downstream operations generally
use derivative instruments to protect margins on fixed price sales
of refined products, to protect carrying values of inventories and
to lock-in benefits from certain raw material purchases. In total,
downstream operations recorded pretax hedging losses of $22 million
in 1996, $4 million in 1995 and $14 million in 1994. Essentially,
all such losses and gains were offset by changes in the realized
prices of the underlying hedged commodities, with the net effect
approximating the targeted results of the hedging strategies. For
additional information relating to derivative instruments,
including aggregate contract values, and fair values, where
appropriate, see Note 25 to the Marathon Group Financial
Statements.
The Marathon Group is subject to basis risk, caused by factors
that affect the relationship between commodity futures prices
reflected in derivative instruments and the cash market price of
the underlying commodity. Natural gas transaction prices are
frequently based on industry reference prices that may vary from
prices experienced in local markets. For example, NYMEX contracts
for natural gas are priced at Louisiana's Henry Hub, while the
underlying quantities of natural gas may be produced and sold in
the Western United States at prices that do not move in strict
correlation with futures prices. To the extent that commodity price
changes in one region are not reflected in other regions,
derivative instruments may no longer provide the expected hedge,
resulting in increased exposure to basis risk. These regional price
differences could yield favorable or unfavorable results. OTC
transactions are being used to manage exposure to most of the basis
risk.
The Marathon Group is also subject to currency risk, or price
fluctuations related to anticipated revenues and operating costs,
firm commitments for capital expenditures and existing assets or
liabilities denominated in currencies other than U.S. dollars. For
quantitative information relating to forward currency contracts,
see Note 25 to the Marathon Group Financial Statements.
The Marathon Group is subject to liquidity risk, caused by
timing delays in liquidating contract positions due to a potential
inability to identify a counterparty willing to accept an
offsetting position. Due to the large number of active
participants, exposure to liquidity risk is relatively low for
exchange-traded transactions.
M-26
Management's Discussion and Analysis continued
The Marathon Group is exposed to the credit risk of
nonperformance by counterparties in derivative transactions.
Internal controls used to manage credit risk include ongoing
reviews of credit worthiness of counter-parties and the use of
master netting agreements, to the extent practicable, and full
performance is anticipated.
Based on a strategic approach of limiting its use of derivative
instruments principally to hedging activities, combined with risk
assessment procedures and internal controls in place, management
believes that its use of derivative instruments does not expose the
Marathon Group to material risk. While such use could materially
affect the Marathon Group's results of operations in particular
quarterly or annual periods, management believes that use of these
instruments will not have a material adverse effect on financial
position or liquidity. For a summary of accounting policies related
to derivative instruments, see Note 2 to the Marathon Group
Financial Statements.
Liquidity
For discussion of USX's liquidity and capital resources, see USX
Consolidated Management's Discussion and Analysis of Financial
Condition, Cash Flows and Liquidity.
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. 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 its operating
facilities, marketing areas, production processes and whether or
not it is engaged in the petrochemical business or the marine
transportation of crude oil and refined products.
Marathon Group environmental expenditures for each of the last
three years were/(a)/:
(Dollars in millions) 1996 1995 1994
-----------------------------------------------
Capital $ 66 $ 50 $ 70
Compliance
Operating & maintenance 75 102 106
Remediation/(b)/ 26 37 25
----- ----- -----
Total $ 167 $ 189 $ 201
------------------------------------------------
/(a)/ Estimates are based on American Petroleum Institute survey
guidelines.
/(b)/ These amounts do not include noncash provisions recorded
for environmental remediation, but include spending charged
against such reserves, net of recoveries.
The Marathon Group's environmental capital expenditures
accounted for 9% of total capital expenditures in 1996 and 1994,
and 8% in 1995.
During 1994 through 1996, compliance expenditures represented 1%
of the Marathon Group's total operating costs. Remediation spending
during this period was primarily related to retail marketing
outlets which incur ongoing clean-up costs for soil and groundwater
contamination associated with underground storage tanks and piping.
USX has been notified that it is a potentially responsible party
("PRP") at 16 waste sites related to the Marathon Group under the
Comprehensive Environmental Response, Compensation and Liability
Act ("CERCLA") as of December 31, 1996. In addition, there are 13
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. There are also 69
additional sites, excluding retail marketing outlets, related to
the Marathon Group where remediation is being sought under other
environmental statutes, both federal and state, or where private
parties are seeking remediation 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. 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 27 to the Marathon Group Financial Statements.
In 1997, USX will adopt American Institute of Certified Public
Accountants Statement of Position No. 96-1 - "Environmental
Remediation Liabilities", which recommends that companies include
direct costs in accruals for remediation liabilities. These costs
include external
M-27
Management's Discussion and Analysis continued
legal fees applicable to the remediation effort and internal
administrative costs for attorneys and staff, among others.
Adoption could result in remeasurement of certain remediation
accruals and a corresponding charge to operating income. USX is
conducting a review of its remediation liabilities and, at this
time, is unable to project the effect, if any, of adoption.
New or expanded environmental requirements, 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 predict accurately 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 (including operating and
maintenance and remediation) will materially increase in 1997. The
Marathon Group's capital expenditures for environmental controls
are expected to be approximately $55 million in 1997. Predictions
beyond 1997 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 1998; however, actual expenditures may
vary as the number and scope of environmental projects are revised
as a result of improved technology or changes in regulatory
requirements and could increase if 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 27 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
Financial Condition, Cash Flows and Liquidity.
Management's Discussion and Analysis of Operations
The Marathon Group's operating income and average volumes and
selling prices for each of the last three years were as follows:
Operating Income (Loss) /(a)/
(Dollars in millions) 1996 1995 1994
------------------------------------------------------------------------------
Exploration and production (Upstream)
Domestic $ 534 $ 309 $ 173
International 368 174 59
------ ----- -----
Total exploration and production 902 483 232
Refining, marketing and transportation (Downstream) 268 304 435
Gas gathering and processing 5 2 -
Administrative/(b)/ (150) (87) (72)
------ ----- -----
1,025 702 595
Impairment of long-lived assets/(c)/ - (659) -
Inventory market valuation reserve adjustment 209 70 160
------ ----- -----
Total $1,234 $ 113 $ 755
------------------------------------------------------------------------------
/(a)/ Amounts in 1995 and 1994 were reclassified in 1996 to
include gains and losses on disposal of operating assets.
Prior to reclassification, these gains and losses were
included in other income.
/(b)/ Includes the portion of the Marathon Group's administrative
costs not allocated to the operating components and the
portion of USX corporate general and administrative costs
allocated to the Marathon Group.
/(c)/ Reflects adoption of SFAS No. 121, effective October 1,
1995. Consists of $(343) million related to Domestic
upstream, $(190) million related to International upstream,
and $(126) million related to Downstream.
M-28
Management's Discussion and Analysis continued
Average Volumes and Selling Prices
1996 1995 1994
-----------------------------------------------------------------------------------------------
(thousands of barrels per day)
Net liquids production/(a)/ - U.S. 122 132 110
- International/(b)/ 59 73 62
------ ------ ------
- Total Consolidated 181 205 172
(millions of cubic feet per day)
Net natural gas production- U.S. 676 634 574
- International - equity 499 463 400
- International - other/(c)/ 32 35 -
------ ------ ------
- Total Consolidated 1,207 1,132 974
------------------------------------------------------------------------------------------------
(dollars per barrel)
Liquid hydrocarbons/(a)(d)/- U.S. $18.58 $14.59 $13.53
- International 20.34 16.66 15.61
(dollars per mcf)
Natural gas/(d)/ - U.S. $ 2.09 $ 1.63 $ 1.94
- International - equity 1.97 1.80 1.58
------------------------------------------------------------------------------------------------
/(a)/ Includes crude oil, condensate and natural gas liquids.
/(b)/ Represents equity tanker liftings, truck deliveries and
direct deliveries.
/(c)/ Represents gas acquired for injection and subsequent
resale.
/(d)/ Prices exclude gains/losses from hedging activities.
Domestic upstream operating income increased by $225 million in
1996 from 1995, following an increase of $136 million in 1995 from
1994. The improvement in 1996 was primarily due to higher average
liquid hydrocarbon and natural gas prices, reduced DD&A expense
resulting, in part, from the fourth quarter 1995 adoption of SFAS
No. 121, and increased natural gas volumes, partially offset by
lower liquid hydrocarbon volumes, net losses on hedging activities,
higher exploration expense and an unfavorable production tax
adjustment for prior years. The increase in natural gas volumes of
42 million cubic feet per day ("mmcfd") was mainly due to Alaskan
demand and production increases from the Indian Basin field in New
Mexico and the Cotton Valley Reef area in east Texas. The decrease
in liquid hydrocarbon volumes of 10,000 barrels per day ("bpd") was
primarily due to lower production from Ewing Bank Block 873 and
other mature properties and from the 1995 sale of Illinois Basin
production operations.
The increase in 1995 from 1994 mainly reflected increased
volumes for liquid hydrocarbons and natural gas, higher average
prices for liquid hydrocarbons, reduced DD&A expense following the
adoption of SFAS No. 121 and the absence of $18 million of employee
reorganization charges, which were recorded in 1994. These
favorable factors were partially offset by lower average prices for
natural gas and the absence of net gains recorded in 1994 on the
disposal of certain oil and gas properties.
International upstream operating income increased by $194
million in 1996 from 1995, following an increase of $115 million in
1995 from 1994. The improvement in 1996 primarily reflected higher
average liquid hydrocarbon and natural gas prices, reduced DD&A
expense resulting, mainly, from property sales and the adoption of
SFAS No. 121, lower exploration expense and increased natural gas
volumes, partially offset by lower liquid hydrocarbon volumes.
Operating income in 1996 also included a gain on the sale of
certain production properties in the U.K. North Sea. The increase
in natural gas volumes of 33 mmcfd was mainly due to increased
demand in the United Kingdom, while the 14,000 bpd decrease in
liquid hydrocarbon volumes resulted primarily from the sale of
production properties in Indonesia and Tunisia and lower production
from the U.K. North Sea. The decrease in U.K. North Sea liquid
recoveries mainly reflects the continued reservoir complexity
issues which have tempered East Brae production and normal declines
from the mature Brae-area properties.
The increase in 1995 from 1994 was due mainly to increased
volumes and higher average prices for liquid hydrocarbons and
natural gas and reduced DD&A expense following the adoption of SFAS
No. 121. In addition, operating income in 1994 included employee
reorganization charges of $9 million.
Downstream operating income decreased by $36 million in 1996,
following a decrease of $131 million in 1995. The decrease in 1996
was mainly due to lower refined product margins as increases in
wholesale and retail prices were unable to keep up with the
increased costs of acquiring crude oil and other feedstocks. In
addition, 1996 results included a $10 million charge for the
withdrawal from the MPA, a non-profit oil response group, while
1995 results included a $15 million favorable noncash adjustment
for expected environmental remediation recoveries.
M-29
Management's Discussion and Analysis continued
The decrease in 1995 from 1994 was primarily due to the
absence of a gain recorded in 1994 on the sale of the assets of a
retail propane marketing subsidiary and lower refined product
margins, partially offset by lower maintenance expense for refinery
turnaround activity and the $15 million favorable adjustment for
expected environmental remediation recoveries. In addition,
downstream operating income in 1994 included employee
reorganization charges of $14 million, partially offset by $11
million of operating income from a retail propane marketing
subsidiary, the assets of which were sold in September 1994.
Administrative expense increased by $63 million in 1996 from
1995, following an increase of $15 million in 1995 from 1994.
Effective with the first quarter of 1996, Marathon revised the
method of distributing costs of certain administrative services to
the operating components in order to optimize the utilization of
these services. Under the new approach, upstream and downstream
operating components are billed for direct services; unbilled
services are included in "Administrative." As a result, 1996
administrative expenses included an estimated $49 million of costs
that were allocated to other operating components in 1995, with
approximately 50% of these costs previously distributed to upstream
components and 50% to the downstream component. Excluding this
effect, the increase in administrative expenses was mainly due to
accruals for a new variable pay plan for certain employees that was
initiated in 1996, which makes a portion of employee total
compensation contingent upon the successful achievement of several
company-wide operational and financial performance objectives.
The increase in administrative expense in 1995 from 1994
primarily reflected the 1995 partial funding of the USX Foundation,
a 1994 curtailment gain related to postretirement benefits other
than pensions, and lower 1995 general administrative expense
allocations to the upstream and downstream operating components.
Outlook
The outlook regarding the Marathon Group's sales levels, margins
and income is largely dependent upon future prices and volumes of
crude oil, natural gas and refined products. Prices have
historically been volatile and have frequently been driven by
unpredictable changes in supply and demand resulting from
fluctuations in economic activity and political developments in the
world's major oil and gas producing areas, including OPEC member
countries. Any substantial decline in such prices could have a
material adverse effect on the Marathon Group's results of
operations. A prolonged decline in such prices could also adversely
affect the quantity of crude oil and natural gas reserves that can
be economically produced and the amount of capital available for
exploration and development.
For the oil and gas industry in general, world oil demand growth
is expected to be slightly more than two percent during 1997 with
growth in the U.S. accounting for just over one half of this demand
increase. On the supply side, worldwide crude oil supplies have
been boosted by the United Nations supervised humanitarian sale of
Iraqi crude, as well as by the start-up of new fields in the North
Sea. In addition, crude oil supplies are forecast to rise
throughout 1997 as a number of new fields come on stream throughout
the world, primarily in non-OPEC areas. Natural gas markets are
expected to continue modest growth in 1997, primarily in the
utility and industrial sectors. Supply capabilities from domestic
fields are projected to increase since drilling activity has
remained robust.
With respect to Marathon's upstream operations, worldwide liquid
hydrocarbon volumes are expected to decline by seven percent in
1997, primarily reflecting natural production declines of mature
fields and the disposal of Alaskan oil properties, partially offset
by projected new production from the Green Canyon 244 field in the
Gulf of Mexico, onshore Texas properties and the West Brae field in
the U.K. North Sea. Marathon's worldwide natural gas volumes in
1997 are expected to remain consistent with 1996 volumes, in the
range of 1.2 to 1.3 billion cubic feet per day, as natural declines
in mature international fields will be offset by anticipated
increases in domestic production. These projections are based on
known discoveries and do not include any additions from
acquisitions or future exploratory drilling. Some of the major
upstream projects currently underway or under evaluation, which are
expected to add reserves and improve future income streams, are
briefly described below.
Marathon and its co-venturer are moving ahead with design and
construction of "Petronius," a $430 million deepwater Gulf of
Mexico drilling and production project on Viosca Knoll Block 786.
Marathon has a 50% interest in this project. Production is expected
to begin in early 1999 from this discovery, which has estimated
reserves of 90-100 million gross BOE.
In 1996, Marathon announced a discovery on Ewing Bank Block 963,
135 miles south of New Orleans, Louisiana, in 1,740 feet of water.
A second well confirmed commercial hydrocarbon reserves of
approximately 30 million gross BOE. A third well was drilled in
1997 and temporarily abandoned, pending further evaluation. It is
expected three wells will be completed subsea and tied back to the
Marathon-operated Ewing Bank 873 platform, which is located eight
miles to the northwest. First production is expected in the first
quarter of 1998. Marathon owns a 62.5% working interest in this
discovery.
M-30
Management's Discussion and Analysis continued
In late 1996, Marathon announced a discovery on Ewing Bank
Block 917. This well is also expected to be completed subsea and
tied back to the Ewing Bank 873 platform, which is located three
miles to the north. This single-well development is expected to
recover about 10 million gross BOE, with first production projected
for early 1998. Marathon owns a 66.67% working interest in this
discovery.
Continued success is expected in the Cotton Valley Reef trend in
east Texas, with five additional wells planned for drilling in
1997. Three new wells were brought on production during 1996, and
two additional wells were completed in early 1997 from the 1996
drilling program with one well awaiting completion. Marathon has
also secured drilling rights on an additional 50,000 net acres in
the trend area, bringing its total leasehold position to nearly
90,000 net acres.
In 1996, U.K. government approval was given to Marathon and its
co-venturers for development of the West Brae field in the U.K.
North Sea. West Brae will be a subsea development tied back to the
nearby Marathon-operated Brae 'A' platform. Early in 1997, an
agreement was reached to develop the field jointly with the
Sedgwick field, which is owned by a separate consortium. Production
is anticipated to begin in late 1997, and the two fields are
expected to produce at a combined peak rate of 27,000 gross bpd in
1998. Marathon will operate the joint development with a 28.1%
interest. Combined reserves of the two fields are estimated to be
44 million gross barrels of oil.
In 1996, Marathon and its partner drilled a successful
delineation well on the Tchatamba discovery, offshore Gabon. Oil
production is expected to start in early 1998 and peak at 15,000
gross bpd at this field, where Marathon is the operator with a 75%
interest in the Kowe Permit Production Sharing Contract.
The Marathon Group holds a 30% interest in Sakhalin Energy
Investment Company Ltd. ("Sakhalin Energy"), an incorporated joint
venture company responsible for the overall management of the
Sakhalin II Project. The Sakhalin II Production Sharing Contract
("PSC") was signed in June 1994 for the development of the Piltun-
Astokhskoye ("PA") oil field and the Lunskoye gas field located
offshore Sakhalin Island in the Russian Far East Region. During
1995, the Russian government enacted a production sharing law.
Licenses were granted to Sakhalin Energy for the two fields in
1996. On June 15, 1996, Commencement Date was effective under the
PSC, at which time appraisal activities commenced. Sakhalin Energy
is currently seeking approval for the first phase of a development
of the PA field, which develops the Astokh feature utilizing an
arctic-class mobile drilling vessel. In anticipation of Russian
approval, Sakhalin Energy has taken steps to commence the first
phase by awarding construction and equipment contracts. Subject to
timely approval, first production from the PA field could be
realized as early as mid-1999, with sales forecast to average
45,000 gross bpd annually as early as 2000. This is based on six
months of offshore loading operations during the ice-free weather
window at an estimated production rate of 90,000 gross bpd. Further
development remains subject to passage of legislation or equivalent
measures that enables implementation of the terms of the PSC. As
recently approved by the Russian State Reserve Committee, the PA
and Lunskoye fields are estimated to contain combined reserves of
one billion barrels of liquid hydrocarbons and 14 trillion cubic
feet of natural gas.
With respect to Marathon's downstream business, major
maintenance shutdowns ("turnarounds") are planned for the Texas
City (TX) and Robinson (IL) refineries during the first half of
1997. Each turnaround is expected to last about one month. A major
turnaround is also scheduled for the Garyville (LA) refinery in the
first quarter of 1998. Marathon's 1997 refined product sales
volumes are expected to remain consistent with 1996 levels at
approximately 776,000 bpd.
In January 1997, Marathon and its co-venturer announced plans to
develop polymer grade propylene and polypropylene facilities at
Marathon's Garyville refinery. Marathon's part of the project
includes construction of purification facilities to produce 800
million pounds per year of polymer grade propylene from the current
refinery feedstock stream. The co-venturer will construct and
market output from an 800 million pounds-per-year polypropylene
facility. Plant start-up is slated for 1999.
The above discussions of projects, expected production and sales
levels, reserves and dates of initial production are based on a
number of assumptions, including (among others) prices, supply and
demand, regulatory constraints, reserve estimates, production
decline rates for mature fields, reserve replacement rates, and
geological and operating considerations. In addition, development
of new production properties in countries outside the United States
may require protracted negotiations with host governments and is
frequently subject to political considerations, such as tax
regulations, which could adversely affect the economics of
projects. With respect to the Sakhalin II project in Russia,
development plans need to be finalized prior to final commitment by
the shareholders of Sakhalin Energy. In addition, Sakhalin Energy
continues to seek to have certain Russian laws and normative acts
at the Russian Federation and local levels brought into compliance
with the existing Production Sharing Agreement Law. To the extent
these assumptions prove inaccurate, actual results could be
materially different than present expectations.
M-31
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-22
Supplementary Information........................ S-22
Five-Year Operating Summary...................... S-23
Management's Discussion and Analysis............. S-24
S-1
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 of
assets, liabilities (including contingent liabilities) and
stockholders' equity among the U. S. Steel Group, the Marathon
Group and the Delhi Group for the purpose of preparing their
respective financial statements does not affect legal title to such
assets or 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 one Group that affect the overall
cost of USX's capital could affect the results of operations and
financial condition of other groups. In addition, net losses of any
Group, as well as dividends and distributions on any class of USX
Common Stock or series of preferred stock and repurchases of any
class of USX Common Stock or series of preferred stock at prices in
excess of par or stated value 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.
S-2
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 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.
Thomas J. Usher Robert M. Hernandez Kenneth L. Matheny
Chairman, Board of Directors Vice Chairman Vice President
& Chief Executive Officer & Chief Financial Officer & Comptroller
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 present fairly, in all material respects,
the financial position of the U. S. Steel Group at December 31,
1996 and 1995, and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 1996,
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 4, page S-9, in 1995 USX adopted a new
accounting standard for the impairment of long-lived assets.
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.
Price Waterhouse LLP
600 Grant Street, Pittsburgh, Pennsylvania 15219-2794
February 11, 1997
S-3
Statement of Operations
(Dollars in millions) 1996 1995 1994
------------------------------------------------------------------------------------------------------------------
Revenues $ 6,547 $ 6,475 $ 6,077
Operating costs:
Cost of sales (excludes items shown below) 5,829 5,565 5,342
Selling, general and administrative expenses (Note 11, page S-12) (165) (134) (121)
Depreciation, depletion and amortization 292 318 314
Taxes other than income taxes 231 210 218
Impairment of long-lived assets (Note 4, page S-9) - 16 -
------- ------- -----------
Total operating costs 6,187 5,975 5,753
------- ------- -----------
Operating income 360 500 324
Gain on affiliate stock offering (Note 5, page S-9) 53 - -
Other income (Note 7, page S-10) 70 82 64
Interest and other financial income (Note 7, page S-10) 4 8 12
Interest and other financial costs (Note 7, page S-10) (120) (137) (152)
------- ------- -----------
Income before income taxes and extraordinary loss 367 453 248
Less provision for estimated income taxes (Note 13, page S-14) 92 150 47
------- ------- -----------
Income before extraordinary loss 275 303 201
Extraordinary loss (Note 6, page S-9) (2) (2) -
------- ------- -----------
Net income 273 301 201
Dividends on preferred stock (22) (24) (25)
------- ------- -----------
Net income applicable to Steel Stock $ 251 $ 277 $ 176
------------------------------------------------------------------------------------------------------------------
Income Per Common Share of Steel Stock
1996 1995 1994
------------------------------------------------------------------------------------------------------------------
Primary:
Income before extraordinary loss
applicable to Steel Stock $ 3.00 $ 3.53 $ 2.35
Extraordinary loss (.02) (.02) -
------- ------- ----------
Net income applicable to Steel Stock $ 2.98 $ 3.51 $ 2.35
Fully Diluted:
Income before extraordinary loss
applicable to Steel Stock $ 2.97 $ 3.43 $ 2.33
Extraordinary loss (.02) (.02) -
------- ------- ----------
Net income applicable to Steel Stock $ 2.95 $ 3.41 $ 2.33
Weighted average shares, in thousands
- primary 84,037 79,088 75,184
- fully diluted 85,933 89,438 78,624
------------------------------------------------------------------------------------------------------------------
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
Balance Sheet
(Dollars in millions) December 31 1996 1995
------------------------------------------------------------------------------------------------------------------
Assets
Current assets:
Cash and cash equivalents $ 23 $ 52
Receivables, less allowance for doubtful accounts
of $23 and $18 (Note 19, page S-16) 580 614
Inventories (Note 16, page S-15) 648 601
Deferred income tax benefits (Note 13, page S-14) 177 177
------ ------
Total current assets 1,428 1,444
Investments and long-term receivables,
less reserves of $17 and $23 (Note 15, page S-15) 621 613
Property, plant and equipment - net (Note 18, page S-16) 2,551 2,512
Long-term deferred income tax benefits (Note 13, page S-14) 217 362
Prepaid pensions (Note 11, page S-12) 1,734 1,546
Other noncurrent assets 29 44
------ ------
Total assets $6,580 $6,521
------------------------------------------------------------------------------------------------------------------
Liabilities
Current liabilities:
Notes payable $ 18 $ 8
Accounts payable 667 826
Payroll and benefits payable 365 389
Accrued taxes 154 180
Accrued interest 22 23
Long-term debt due within one year (Note 9, page S-11) 73 93
------ ------
Total current liabilities 1,299 1,519
Long-term debt (Note 9, page S-11) 1,014 923
Employee benefits (Note 12, page S-13) 2,430 2,424
Deferred credits and other liabilities 207 247
Preferred stock of subsidiary (Note 8, page S-10) 64 64
------ ------
Total liabilities 5,014 5,177
------ ------
Stockholders' Equity (Note 20, page S-17)
Preferred stock 7 7
Common stockholders' equity 1,559 1,337
------ ------
Total stockholders' equity 1,566 1,344
------ ------
Total liabilities and stockholders' equity $6,580 $6,521
------------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial
statements.
S-5
Statement of Cash Flows
(Dollars in millions) 1996 1995 1994
------------------------------------------------------------------------------------------------------------------
Increase (decrease) in cash and cash equivalents
Operating activities:
Net income $ 273 $ 301 $ 201
Adjustments to reconcile to net cash provided
from operating activities:
Extraordinary loss 2 2 -
Depreciation, depletion and amortization 292 318 314
Pensions (185) (323) (136)
Postretirement benefits other than pensions 21 - 66
Deferred income taxes 150 133 93
Gain on disposal of assets (16) (21) (12)
Gain on affiliate stock offering (53) - -
Payment of amortized discount on zero coupon debentures - (28) -
Impairment of long-lived assets - 16 -
Changes in: Current receivables - sold - - 10
- operating turnover (10) 107 (145)
Inventories (47) (14) (29)
Current accounts payable and accrued expenses (193) 160 (344)
All other - net (148) (64) 60
---- ----- -----
Net cash provided from operating activities 86 587 78
---- ----- -----
Investing activities:
Capital expenditures (337) (324) (248)
Disposal of assets 161 67 19
All other - net 37 5 (22)
----- ----- -----
Net cash used in investing activities (139) (252) (251)
----- ----- -----
Financing activities (Note 3, page S-8):
Decrease in U. S. Steel Group's share of
USX consolidated debt (31) (399) (57)
Specifically attributed debt:
Borrowings 113 - 4
Repayments (5) (4) (29)
Attributed preferred stock of subsidiary - - 62
Issuance of common stock of subsidiary - - 11
Preferred stock redeemed - (25) -
Steel Stock issued 51 218 221
Dividends paid (104) (93) (98)
----- ----- -----
Net cash provided from (used in) financing activities 24 (303) 114
----- ----- -----
Net increase (decrease) in cash and cash equivalents (29) 32 (59)
Cash and cash equivalents at beginning of year 52 20 79
----- ----- -----
Cash and cash equivalents at end of year $ 23 $ 52 $ 20
------------------------------------------------------------------------------------------------------------------
See Note 10, page S-11, for supplemental cash flow information.
The accompanying notes are an integral part of these financial
statements.
S-6
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 the largest domestic integrated steel producer
and is primarily engaged in the production and sale 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 and leasing and financing
activities. 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 of
assets, liabilities (including contingent liabilities) and
stockholders' equity among the U. S. Steel Group, the Marathon
Group and the Delhi Group for the purpose of preparing their
respective financial statements does not affect legal title to such
assets or 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 one Group that affect the overall
cost of USX's capital could affect the results of operations and
financial condition of other groups. In addition, net losses of any
Group, as well as dividends and distributions on any class of USX
Common Stock or series of preferred stock and repurchases of any
class of USX Common Stock or series of preferred stock at prices in
excess of par or stated value, 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 entities over which the U. S. Steel Group has
significant influence are accounted for using the equity method of
accounting and are carried at the U. S. Steel Group's share of net
assets plus advances. The proportionate share of income from these
equity investments is included in other income. Gains or losses
from a change in ownership interest of an affiliate stock are
recognized in income in the period of change. Investments in
companies whose stock has no readily determinable fair value are
carried at cost. Income from these investments is recognized when
dividends are received and is included in other financial income.
Use of estimates - Generally accepted accounting principles require
management to make estimates and assumptions that affect the
reported amounts of assets and liabilities, the disclosure of
contingent assets and liabilities at year-end and the reported
amounts of revenues and expenses during the year.
Cash and cash equivalents - Cash and cash equivalents include 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.
Derivative instruments - The U. S. Steel Group engages in commodity
risk management activities within the normal course of its business
as an end-user of derivative instruments (Note 24, page S-18).
Management is authorized to manage exposure to price fluctuations
related to the purchase of natural gas and nonferrous metals
through the use of a variety of derivative financial and
nonfinancial instruments. Derivative financial instruments require
settlement in cash and include
S-7
such instruments as over-the-counter (OTC) commodity swap
agreements and OTC commodity options. Derivative nonfinancial
instruments require or permit settlement by delivery of commodities
and include exchange-traded commodity futures contracts and
options. At times, derivative positions are closed, prior to
maturity, simultaneous with the underlying physical transaction and
the effects are recognized in income accordingly. The U. S. Steel
Group's practice does not permit derivative positions to remain
open if the underlying physical market risk has been removed.
Changes in the market value of derivative instruments are deferred,
including both closed and open positions, and are subsequently
recognized in income as cost of sales in the same period as the
underlying transaction. OTC swaps are off-balance-sheet
instruments. The effect of changes in the market indices related to
OTC swaps are recorded and recognized in income with the underlying
transaction. The margin receivable accounts required for open
commodity contracts reflect changes in the market prices of the
underlying commodity and are settled on a daily basis. Premiums on
all commodity-based option contracts are initially recorded based
on the amount paid or received; the options' market value is
subsequently recorded as a receivable or payable, as appropriate.
Forward currency contracts are used to manage currency risks
related to USX attributed debt denominated in a foreign currency.
Gains or losses related to firm commitments are deferred and
included with the underlying transaction; all other gains or losses
are recognized in income in the current period as interest income
or expense, as appropriate. Net contract values are included in
receivables or payables, as appropriate.
Recorded deferred gains or losses are reflected within other
noncurrent assets or deferred credits and other liabilities. Cash
flows from the use of derivative instruments are reported in the
same category as the hedged item in the statement of cash flows.
Long-lived assets - Depreciation is generally computed using a
modified straight-line method based upon estimated lives of assets
and production levels. The 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.
The U. S. Steel Group evaluates impairment of its long-lived
assets on an individual asset basis or by logical groupings of
assets. Assets deemed to be impaired are written down to their fair
value, including any related goodwill, using discounted future cash
flows and, if available, comparable market value analysis.
Environmental remediation - 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 remediation
accruals coincides with completion of a feasibility study or the
commitment to a formal plan of action.
Postemployment benefits - The U. S. Steel Group recognizes an
obligation to provide postemployment benefits, primarily for
disability-related claims covering indemnity and medical payments.
The obligation for these claims and the related periodic costs are
measured using actuarial techniques and assumptions, including an
appropriate discount rate, analogous to the required methodology
for measuring pension and other postretirement benefit obligations.
Actuarial gains and losses are deferred and amortized over future
periods.
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 1996 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
S-8
and reflected in the financial statements of all three groups. See
Note 8, page S-10, for the U. S. Steel Group's portion of USX's
financial activities attributed to all three groups. However,
transactions such as leases, certain collateralized financings,
certain indexed debt instruments, 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 and 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 $29 million in 1996, $30 million in 1995 and $28 million in
1994, and primarily consist of employment costs including pension
effects, professional services, facilities and other related costs
associated with corporate activities. Allocations in 1995 and 1994
have been adjusted to reflect comparable charges paid directly by
the U. S. Steel Group commencing in 1996.
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 and
various tax credits), 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. To the extent
that one of the three groups is allocated a consolidated tax
attribute which, as a result of expiration or otherwise, is not
ultimately utilized on the consolidated tax return, the prior
years' allocation of such attribute is adjusted such that the
effect of the expiration is borne by the group that generated the
attribute. Also, if a tax attribute cannot be utilized on a
consolidated basis in the year generated 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. As a result, 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.
- --------------------------------------------------------------------------------
4. Impairment of Long-Lived Assets
In 1995, USX adopted Statement of Financial Accounting Standards
No. 121, "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to Be Disposed Of" (SFAS No. 121). SFAS No.
121 requires that long-lived assets, including related goodwill, be
reviewed for impairment and written down to fair value whenever
events or changes in circumstances indicate that the carrying value
may not be recoverable. The impaired assets included certain iron
ore mineral rights and surplus real estate holdings. The
predominant method used to determine fair value was comparable
market value analysis. The impairment charge recognized in 1995
operating costs for these assets was $16 million.
- --------------------------------------------------------------------------------
5. Gain on Affiliate Stock Offering
In 1996, an aggregate of 6.9 million shares of RMI Titanium Company
(RMI) common stock was sold in a public offering at a price of
$18.50 per share and total net proceeds of $121 million. Included
in the offering were 2.3 million shares sold by USX for net
proceeds of $40 million. The U. S. Steel Group recognized a total
pretax gain of $53 million, of which $34 million was attributable
to the shares sold by USX and $19 million was attributable to the
increase in value of its investment as a result of the shares sold
by RMI. The income tax effect related to the total gain was $19
million. As a result of this transaction, USX's ownership in RMI
decreased from approximately 50% to 27%. The U. S. Steel Group
continues to account for its investment in RMI under the equity
method of accounting.
- --------------------------------------------------------------------------------
6. Extraordinary Loss
On December 30, 1996, USX irrevocably called for redemption on
January 30, 1997, $120 million of debt, resulting in an
extraordinary loss to the U. S. Steel Group of $2 million, net of a
$1 million income tax benefit. In 1995, USX extinguished $553
million of debt prior to maturity, which resulted in an
extraordinary loss to the U. S. Steel Group of $2 million, net of a
$1 million income tax benefit.
S-9
- --------------------------------------------------------------------------------
7. Other Items
(In millions) 1996 1995 1994
-----------------------------------------------------------------------------------------
Other income:
Income from affiliates - equity method $ 66 $ 80 $ 59
Gain on sale of investments 1 2 1
Other income 3 - 4
----- ----- -----
Total $ 70 $ 82 $ 64
-----------------------------------------------------------------------------------------
Interest and other financial income/(a)/:
Interest income $ 4 $ 8 $ 11
Other - - 1
----- ----- -----
Total 4 8 12
----- ----- -----
Interest and other financial costs/(a)/:
Interest incurred (85) (98) (115)
Less interest capitalized 8 5 8
----- ----- -----
Net interest (77) (93) (107)
Interest on tax issues (10) (11) (12)
Financial costs on preferred stock of subsidiary (5) (5) (5)
Amortization of discounts (2) (6) (11)
Expenses on sales of accounts receivable (Note 19, page S-16) (20) (22) (16)
Adjustment to settlement value of indexed debt (6) - -
Other - - (1)
----- ----- -----
Total (120) (137) (152)
----- ----- -----
Net interest and other financial costs/(a)/ $(116) $(129) $(140)
-----------------------------------------------------------------------------------------
/(a)/ See Note 3, page S-8, for discussion of USX net interest
and other financial costs attributable to the U. S. Steel Group.
- --------------------------------------------------------------------------------
8. Financial Activities Attributed to All Three Groups
The following is U. S. Steel Group's portion of USX's financial
activities attributed to all groups based on their respective cash
flows as described in Note 3, page S-8. These amounts exclude debt
amounts specifically attributed to a group as described in Note 9,
page S-11.
U. S. Steel Group Consolidated USX/(a)/
----------------- --------------------
(In millions) December 31 1996 1995 1996 1995
--------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents $ 2 $ 9 $ 8 $ 47
Receivables/(b)/ - 14 - 73
Long-term receivables/(b)/ 3 6 16 29
Other noncurrent assets/(b)/ 2 2 8 8
----- ------ ------ ------
Total assets $ 7 $ 31 $ 32 $ 157
--------------------------------------------------------------------------------------------------------------------
Notes payable $ 18 $ 8 $ 80 $ 40
Accounts payable - 9 2 46
Accrued interest 22 23 98 119
Long-term debt due within one year (Note
9, page S-11) 69 89 309 460
Long-term debt (Note 9, page S-11) 794 818 3,615 4,303
Preferred stock of subsidiary 64 64 250 250
----- ------ ------ ------
Total liabilities $967 $1,011 $4,354 $5,218
---------------------------------------------------------------------------------------------------------------------
U. S. Steel Group/(c)/ Consolidated USX
----------------------------- ---------------------------------
(In millions) 1996 1995 1994 1996 1995 1994
--------------------------------------------------------------------------------------------------------------------
Net interest and other financial costs
(Note 7, page S-10) $ (81) $ (98) $(117) $(376) $(439) $(471)
--------------------------------------------------------------------------------------------------------------------
/(a)/ For details of USX long-term debt and preferred stock of
subsidiary, see Notes 16, page U-20; and 26, page U-25,
respectively, to the USX consolidated financial statements.
/(b)/ Primarily reflects forward currency contracts used to
manage currency risks related to USX debt and interest
denominated in a foreign currency.
/(c)/ 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-10
- --------------------------------------------------------------------------------
9. 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 1996 1995 1996 1995
------------------------------------------------------------------------------------------------------------
Specifically attributed debt/(b)/:
Sale-leaseback financing and capital leases $ 105 $ 109 $ 129 $ 133
Indexed debt less unamortized discount 119 - 119 -
Seller-provided financing - - 40 41
------ ----- ------ ------
Total 224 109 288 174
Less amount due within one year 4 4 44 5
------ ----- ------ ------
Total specifically attributed long-term debt $ 220 $ 105 $ 244 $ 169
------------------------------------------------------------------------------------------------------------
Debt attributed to all three groups/(c)/ $ 869 $ 916 $3,949 $4,810
Less unamortized discount 6 9 25 47
Less amount due within one year 69 89 309 460
------ ----- ------ ------
Total long-term debt attributed to all three groups $ 794 $ 818 $3,615 $4,303
------------------------------------------------------------------------------------------------------------
Total long-term debt due within one year $ 73 $ 93 $ 353 $ 465
Total long-term debt due after one year 1,014 923 3,859 4,472
------------------------------------------------------------------------------------------------------------
/(a)/ See Note 16, page U-20, 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; 8, page S-10; and
10, page S-11)
- --------------------------------------------------------------------------------
10. Supplemental Cash Flow Information
(In millions) 1996 1995 1994
----------------------------------------------------------------------------------------------------------------------
Cash provided from (used in) operating activities
included:
Interest and other financial costs paid (net of amount capitalized) $ (129) $ (159) $ (189)
Income taxes (paid) refunded, including settlements
with other groups (53) (4) 48
----------------------------------------------------------------------------------------------------------------------
USX debt attributed to all three groups - net:
Commercial paper:
Issued $ 1,422 $ 2,434 $ 1,515
Repayments (1,555) (2,651) (1,166)
Credit agreements:
Borrowings 10,356 4,719 4,545
Repayments (10,340) (4,659) (5,045)
Other credit arrangements - net (36) 40 -
Other debt:
Borrowings 78 52 509
Repayments (705) (440) (791)
-------- ------- -------
Total $ (780) $ (505) $ (433)
----------------------------------------------------------------------------------------------------------------------
U. S. Steel Group activity $ (31) $ (399) $ (57)
Marathon Group activity (769) (204) (371)
Delhi Group activity 20 98 (5)
-------- ------- -------
Total $ (780) $ (505) $ (433)
----------------------------------------------------------------------------------------------------------------------
Noncash investing and financing activities:
Steel Stock issued for Dividend Reinvestment Plan and
employee stock plans $ 4 $ 16 $ 4
Disposal of assets - notes received 12 4 3
Decrease in debt resulting from the adoption of equity
method accounting for RMI - - 41
----------------------------------------------------------------------------------------------------------------------
S-11
- --------------------------------------------------------------------------------
11. 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, pension benefits under the
contributory benefit provisions cover certain participating
salaried employees and are based upon a percent of total career
pensionable 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. 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-9).
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
for 1996, 1995 and 1994 was determined assuming an expected long-
term rate of return on plan assets of 10%, 10% and 9%,
respectively. The total pension credit is primarily included in
selling, general and administrative expenses.
(In millions) 1996 1995 1994
-------------------------------------------------------------------------------------------------------------------
Major plans:
Cost of benefits earned during the period $ 69 $ 57 $ 65
Interest cost on projected benefit obligation
(7% for 1996; 8% for 1995; and 6.5% for 1994) 523 563 527
Return on assets - actual loss (return) (1,136) (1,842) 11
- deferred gain (loss) 367 1,084 (734)
Net amortization of unrecognized losses 10 4 9
------- ------- -----------
Total major plans (167) (134) (122)
Multiemployer and other plans 2 2 2
------- ------- -----------
Total periodic pension credit (165) (132) (120)
Settlement and termination costs 6 - -
------- ------- -----------
Total pension credit $ (159) $ (132) $(120)
-------------------------------------------------------------------------------------------------------------------
Funds' status - The assumed discount rate used to measure the
benefit obligations of major plans was 7.5% at December 31, 1996,
and 7% at December 31, 1995. The assumed rate of future increases
in compensation levels was 4% at both year-ends. 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 1996 1995
-----------------------------------------------------------------------------------------------------------
Reconciliation of funds' status to reported amounts:
Projected benefit obligation (PBO)/(a)/ $(7,258) $(7,828)
Plan assets at fair market value/(b)/ 8,860 8,588
------- -------
Assets in excess of PBO/(c)/ 1,602 760
Unrecognized net gain from transition (253) (347)
Unrecognized prior service cost 631 728
Unrecognized net loss (gain) (244) 411
Additional minimum liability/(d)/ (65) (77)
------- -------
Net pension asset included in balance sheet $1,671 $ 1,475
-----------------------------------------------------------------------------------------------------------
/(a)/ PBO includes:
Accumulated benefit obligation (ABO) $ 6,884 $ 7,408
Vested benefit obligation 6,477 6,955
/(b)/ Types of assets held:
USX stocks 1% 1%
Stocks of other corporations 54% 54%
U.S. Government securities 19% 19%
Corporate debt instruments and other 26% 26%
/(c)/ Includes several small plans that have ABOs in excess of
plan assets:
PBO $(67) $(75)
Plan assets - -
------- -------
PBO in excess of plan assets $(67) $(75)
/(d)/ Additional minimum liability recorded was offset by the
following:
Intangible asset $39 $50
Stockholders' equity adjustment - net of deferred income tax 17 17
-----------------------------------------------------------------------------------------------------------
S-12
- --------------------------------------------------------------------------------
12. 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. These plans
provide benefits to USX corporate employees, and the related costs
for such employees are allocated to all three groups (Note 3, page
S-9). 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, most benefits have not
been prefunded. In 1994, the U. S. Steel Group agreed to establish
a Voluntary Employee Beneficiary Association Trust to prefund a
portion of health care and life insurance benefits for retirees
covered under the United Steelworkers of America union agreement.
In 1995, USX funded the initial $25 million contribution and an
additional $10 million, which is the minimum requirement in each
succeeding contract year. In 1996, the $10 million minimum
requirement was funded.
Postretirement benefit cost - Postretirement benefit cost for
defined benefit plans for 1996, 1995 and 1994 was determined
assuming discount rates of 7%, 8% and 6.5%, respectively, and an
expected return on plan assets of 10% for 1996 and 1995 and 9% in
1994:
(In millions) 1996 1995 1994
-------------------------------------------------------------------------------------------------------------
Cost of benefits earned during the period $ 18 $ 19 $ 27
Interest on accumulated postretirement benefit obligation (APBO) 160 176 179
Return on assets - actual return (12) (11) (8)
- deferred gain (loss) 1 (1) (2)
Amortization of unrecognized losses 5 2 19
----- ----- -----
Total defined benefit plans 172 185 215
Multiemployer plans/(a)/ 15 15 21
----- ----- -----
Total postretirement benefit cost $ 187 $ 200 $ 236
-------------------------------------------------------------------------------------------------------------
/(a)/ Payments are made to a multiemployer benefit plan created
by the Coal Industry Retiree Health Benefit Act of 1992 based on
assigned beneficiaries receiving benefits. The present value of
this unrecognized obligation is broadly estimated to be $115
million, including the effects of future medical inflation, and
this amount could increase if additional beneficiaries are
assigned.
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 1996 1995
-----------------------------------------------------------------------------------------------
Reconciliation of funds' status to reported amounts:
Fair value of plan assets $ 111 $ 116
------- -------
APBO attributable to:
Retirees (1,622) (1,769)
Fully eligible plan participants (180) (209)
Other active plan participants (309) (380)
------- -------
Total APBO (2,111) (2,358)
------- -------
APBO in excess of plan assets (2,000) (2,242)
Unrecognized net gain (264) -
Unamortized prior service 15 19
------- -------
Accrued liability included in balance sheet $(2,249) $(2,223)
----------------------------------------------------------------------------------------------
The assumed discount rate used to measure the APBO was 7.5% and
7% at December 31, 1996, and December 31, 1995, respectively. The
assumed rate of future increases in compensation levels was 4% at
both year-ends. The weighted average health care cost trend rate in
1997 is approximately 8%, declining to an ultimate rate in 2003 of
approximately 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 1996 net periodic postretirement benefit cost by $20 million
and would have increased the APBO as of December 31, 1996, by $183
million.
S-13
- --------------------------------------------------------------------------------
13. 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).
Provisions (credits) for estimated income taxes were:
1996 1995 1994
--------------------------- ---------------------------- ---------------------------
(In millions) Current Deferred Total Current Deferred Total Current Deferred Total
------------------------------------------------------------------------------------------------------------------
Federal $(51) $ 138 $87 $ 8 $ 150 $158 $(48) $ 98 $50
State and local - 12 12 9 (17) (8) 2 (5) (3)
Foreign (7) - (7) - - - - - -
---- ----- --- --- ----- ---- ---- ----- ---
Total $(58) $ 150 $92 $17 $ 133 $150 $(46) $ 93 $47
------------------------------------------------------------------------------------------------------------------
In 1996 and 1995, the extraordinary loss on extinguishment of
debt included a tax benefit of $1 million in each year (Note 6,
page S-9).
A reconciliation of federal statutory tax rate (35%) to total
provisions follows:
(In millions) 1996 1995 1994
-----------------------------------------------------------------------------------------------------------------
Statutory rate applied to income before taxes $ 129 $ 159 $ 87
Credits other than foreign tax credits (40) - -
State and local income taxes after federal income tax effects 8 (5) (1)
Excess percentage depletion (7) (8) (7)
Effects of partially-owned companies (6) (8) (32)
Effects of foreign operations, including foreign tax credits (2) 1 (4)
Adjustment of prior years' income taxes 9 3 (2)
Adjustment of valuation allowances - 2 -
Other 1 6 6
----- ------ ------
Total provisions $ 92 $ 150 $ 47
-----------------------------------------------------------------------------------------------------------------
Deferred tax assets and liabilities resulted from the following:
(In millions) December 31 1996 1995
-----------------------------------------------------------------------------------------------------------------
Deferred tax assets:
Minimum tax credit carryforwards $ 320 $ 299
Foreign tax credit carryforwards - 4
General business credit carryforwards (expiring in 1997 through 2011) 24 26
State tax loss carryforwards (expiring in 1997 through 2011) 101 104
Employee benefits 865 949
Receivables, payables and debt 77 80
Contingency and other accruals 50 70
Other 97 88
Valuation allowances (71) (80)
------ ------
Total deferred tax assets 1,463 1,540
------ ------
Deferred tax liabilities:
Property, plant and equipment 342 355
Prepaid pensions 600 534
Inventory 13 12
Federal effect of state deferred tax assets 15 19
Other 106 84
------ ------
Total deferred tax liabilities 1,076 1,004
------ ------
Net deferred tax assets $ 387 $ 536
------------------------------------------------------------------------------------------------------------------
The consolidated tax returns of USX for the years 1990 through
1994 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.
- --------------------------------------------------------------------------------
14. Intergroup Transactions
Purchases - U. S. Steel Group purchases from the Marathon Group
totaled $21 million, $17 million and $13 million in 1996, 1995 and
1994, respectively. At December 31, 1996 and 1995, U. S. Steel
Group trade payables included $3 million and $1 million,
respectively, related to transactions with the Marathon Group.
These transactions were conducted on an arm's-length basis.
S-14
Income taxes receivable from/payable to other groups - At December 31,
1996 and 1995, amounts receivable from/payable to other groups for
income taxes were included in the balance sheet as follows:
(In millions) December 31 1996 1995
--------------------------------------------------------------------
Current:
Receivables $ 30 $ 35
Accounts payable 1 11
Noncurrent:
Investments and long-term receivables 84 -
--------------------------------------------------------------------
These amounts have been determined in accordance with the tax
allocation policy described in Note 3, page S-9. Amounts classified
as current are settled in cash in the year succeeding that in which
such amounts are accrued. Noncurrent amounts represent estimates of
intergroup tax effects of certain issues for years that are still
under various stages of audit and administrative review. Such tax
effects are not settled among the groups until the audit of those
respective tax years is closed. The amounts ultimately settled for
open tax years will be different than recorded noncurrent amounts
based on the final resolution of all of the audit issues for those
years.
- --------------------------------------------------------------------------------
15. Investments and Long-Term Receivables
(In millions) December 31 1996 1995
-----------------------------------------------------------------------------------------------------------------------
Equity method investments $ 412 $ 468
Cost method investments 2 3
Receivables due after one year 30 39
Income tax receivable from other groups (Note 14, page S-15) 84 -
Forward currency contracts 3 5
Other 90 98
------ ------
Total $ 621 $ 613
-----------------------------------------------------------------------------------------------------------------------
Summarized financial information of affiliates accounted for by
the equity method of accounting follows:
(In millions) 1996 1995 1994
-----------------------------------------------------------------------------------------------------------------------
Income data - year:
Revenues $2,868 $3,268 $2,940
Operating income 223 259 222
Net income 140 161 117
-----------------------------------------------------------------------------------------------------------------------
Balance sheet data - December 31:
Current assets $ 779 $ 981
Noncurrent assets 1,574 1,670
Current liabilities 583 668
Noncurrent liabilities 845 1,042
-----------------------------------------------------------------------------------------------------------------------
Dividends and partnership distributions received from equity
affiliates were $25 million in 1996, $67 million in 1995 and $34
million in 1994.
U. S. Steel Group purchases of transportation services and semi-
finished steel from equity affiliates totaled $460 million, $406
million and $360 million in 1996, 1995 and 1994, respectively. At
December 31, 1996 and 1995, U. S. Steel Group payables to these
affiliates totaled $23 million and $20 million, respectively. U. S.
Steel Group sales of steel and raw materials to equity affiliates
totaled $824 million, $768 million and $680 million in 1996, 1995
and 1994, respectively. At December 31, 1996 and 1995, U. S. Steel
Group receivables from these affiliates were $149 million and $163
million, respectively. Generally, these transactions were conducted
under long-term, market-based contractual arrangements.
- --------------------------------------------------------------------------------
16. Inventories
(In millions) December 31 1996 1995
-------------------------------------------------------------------
Raw materials $ 124 $ 89
Semi-finished products 309 300
Finished products 162 143
Supplies and sundry items 53 69
----- -----
Total $ 648 $ 601
-------------------------------------------------------------------
At December 31, 1996, and December 31, 1995, respectively, the
LIFO method accounted for 92% and 89% of total inventory value.
Current acquisition costs were estimated to exceed the above
inventory values at December 31 by approximately $340 million and
$320 million in 1996 and 1995, respectively.
Cost of sales was reduced by $13 million in 1994 as a result of
a liquidation of LIFO inventories (immaterial in 1996 and 1995).
S-15
- --------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------------------
1997 $ 13 $ 119
1998 12 110
1999 12 93
2000 11 54
2001 11 89
Later years 126 120
Sublease rentals - (2)
----- -----
Total minimum lease payments 185 $ 583
----- =====
Less imputed interest costs 80
-----
Present value of net minimum lease payments
included in long-term debt $ 105
--------------------------------------------------------------------------------------------
Operating lease rental expense:
(In millions) 1996 1995 1994
--------------------------------------------------------------------------------------------
Minimum rental $ 131 $ 121 $ 130
Contingent rental 5 9 12
Sublease rentals (2) (3) (2)
----- ----- -----
Net rental expense $ 134 $ 127 $ 140
--------------------------------------------------------------------------------------------
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 $34 million may be declared immediately due
and payable.
- --------------------------------------------------------------------------------
18. Property, Plant and Equipment
(In millions) December 31 1996 1995
---------------------------------------------------------------------------------
Land and depletable property $ 155 $ 151
Buildings 471 491
Machinery and equipment 7,605 7,663
Leased assets 116 116
------ ------
Total 8,347 8,421
Less accumulated depreciation, depletion and amortization 5,796 5,909
------ ------
Net $2,551 $2,512
---------------------------------------------------------------------------------
Amounts in accumulated depreciation, depletion and amortization
for assets acquired under capital leases (including sale-leasebacks
accounted for as financings) were $67 million and $57 million at
December 31, 1996, and December 31, 1995, respectively.
- --------------------------------------------------------------------------------
19. Sales of Receivables
The U. S. Steel Group participates in an agreement (the program) to
sell an undivided interest in 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. At December 31, 1996,
the amount sold under the program that had not been collected was
$350 million, which will be forwarded to the buyers at the end of
the agreement in 1997, or in the event of earlier contract
termination. If the U. S. Steel Group does not have a sufficient
quantity of eligible accounts receivable to reinvest in for the
buyers, the size of the program will be reduced accordingly. The
amount sold under the program averaged $350 million in 1996 and
1995 and $337 million in 1994. The buyers have rights to a pool of
receivables that must be maintained at a level of at least 115% of
the program size. Recognized liabilities for future recourse
obligations of sold receivables were $3 million at December 31,
1996 and 1995. 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
Prior to 1993, USX Credit, a division of USX, sold
certain of its loans receivable subject to limited recourse under
an agreement that expires in 1997. 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
1996, 1995 and 1994, USX Credit net repurchases of loans receivable
totaled none, $5 million and $38 million, respectively. At December
31, 1996, the balance of sold loans receivable subject to recourse
was $36 million. Estimated credit losses under the recourse
provisions for loans receivable were recognized when the
receivables were sold consistent with bad debt experience. USX
Credit is not actively seeking new loans at this time, but is
subject to market risk through fluctuations in short-term market
rates on sold loans which pay fixed interest rates. USX Credit
significantly reduced credit risk through a credit policy, which
required 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 diversified its portfolio as to types and terms of
loans, borrowers, loan sizes, sources of business and types and
locations of collateral. 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.
As of December 31, 1996, and December 31, 1995, the total
balance of USX Credit real estate and equipment loans subject to
impairment was $57 million and $88 million, prior to recognizing
allowance for credit losses of $27 million and $32 million,
respectively. During 1996, 1995 and 1994, USX Credit recognized
additional credit losses of $1 million, $15 million and $11
million, respectively, which are included in operating costs.
- -------------------------------------------------------------------------------
20. Stockholders' Equity
(In millions, except per share data) 1996 1995 1994
-----------------------------------------------------------------------------------------------------------
Preferred stock:
Balance at beginning of year $ 7 $ 32 $ 32
Redeemed - (25) -
------ ------ -----
Balance at end of year $ 7 $ 7 $ 32
-----------------------------------------------------------------------------------------------------------
Common stockholders' equity (Note 3, page S-8):
Balance at beginning of year $1,337 $ 913 $ 585
Net income 273 301 201
Steel Stock issued 55 234 225
Dividends on preferred stock (22) (24) (25)
Dividends on Steel Stock (per share $1.00) (85) (80) (75)
Foreign currency translation adjustments (Note 26, page S-19) - - (2)
Deferred compensation adjustments 1 (2) -
Minimum pension liability adjustment (Note 11, page S-12) - (6) 3
Other - 1 1
------ ------ -----
Balance at end of year $1,559 $1,337 $ 913
-----------------------------------------------------------------------------------------------------------
Total stockholders' equity $1,566 $1,344 $ 945
-----------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
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 any Group, as
well as dividends and distributions on any class of USX Common
Stock or series of preferred stock and repurchases of any class of
USX Common Stock or series of preferred stock at prices in excess
of par or stated value, will reduce the funds of USX legally
available for payment of dividends on all classes of 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, 1996, the
Available Steel Dividend Amount was at least $2,808 million. 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
- -------------------------------------------------------------------------------
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.
Primary net income per share is calculated by adjusting net
income 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, where applicable.
Fully diluted net income per share assumes conversion of
convertible securities for the applicable periods outstanding and
assumes exercise of stock options, provided in each case, the
effect is not antidilutive.
- -------------------------------------------------------------------------------
23. Stock-Based Compensation Plans and Stockholder Rights Plan
USX Stock-Based Compensation Plans and Stockholder Rights Plan are
discussed in Note 21, page U-22, and Note 25, page U-25,
respectively, to the USX consolidated financial statements.
During 1996, USX adopted SFAS No. 123, Accounting for Stock-
Based Compensation and elected to continue to follow the accounting
provisions of APB No. 25, as discussed in Note 1, page U-11, to the
USX consolidated financial statements. The U. S. Steel Group's
actual stock-based compensation expense was $2 million in 1996 and
$1 million in 1995 and 1994. Incremental compensation expense, as
determined under SFAS No. 123, was not material. Therefore, pro
forma net income and earnings per share data have been omitted.
- -------------------------------------------------------------------------------
24. Derivative Instruments
The U. S. Steel Group uses derivative instruments, such as
commodity swaps, to manage exposure to price fluctuations relevant
to the cost of natural gas and nonferrous metals used in steel
operations.
USX has used forward currency contracts to hedge foreign
denominated debt, a portion of which has been attributed to the U.
S. Steel Group.
The U. S. Steel Group remains at risk for possible changes in
the market value of the derivative instrument; however, such risk
should be mitigated by price changes in the underlying hedged item.
The U. S. Steel Group is also exposed to credit risk in the event
of nonperformance by counterparties. The credit worthiness of
counterparties is subject to continuing review, including the use
of master netting agreements to the extent practical, and full
performance is anticipated.
The following table sets forth quantitative information by class
of derivative instrument:
Fair Carrying Recorded
Value Amount Deferred Aggregate
Assets Assets Gain or Contract
(In millions) (Liabilities)/(a)/ (Liabilities) (Loss) Values/(b)/
-----------------------------------------------------------------------------------------------------------------
December 31, 1996:
OTC commodity swaps/(c)/ $ 2 $ - $ - $17
--- --- ----- ---
Forward currency contract/(d)/:
- receivable $ 4 $ 3 $ - $13
- payable - - - 2
--- --- ----- ---
Total currencies $ 4 $ 3 $ - $15
-----------------------------------------------------------------------------------------------------------------
December 31, 1995:
OTC commodity swaps $ 6 $ - $ - $50
--- --- ---- ---
Forward currency contracts:
- receivable $20 $19 $ - $36
-----------------------------------------------------------------------------------------------------------------
/(a)/ The fair value amounts are based on exchange-traded index
prices and dealer quotes.
/(b)/ Contract or notional amounts do not quantify risk exposure,
but are used in the calculation of cash settlements under the
contracts.
/(c)/ The OTC swap arrangements vary in duration with certain
contracts extending up to one year.
/(d)/ The forward currency contract matures in 1998.
S-18
- --------------------------------------------------------------------------------
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. The following table
summarizes financial instruments, excluding derivative financial
instruments disclosed in Note 24, page S-18, by individual balance
sheet account. 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:
1996 1995
---------------- ----------------
Fair Carrying Fair Carrying
(In millions) December 31 Value Amount Value Amount
---------------------------------------------------------------------------------------------
Financial assets:
Cash and cash equivalents $ 23 $ 23 $ 52 $ 52
Receivables 580 580 614 614
Investments and long-term receivables 132 132 56 56
------ ------ ------ --------
Total financial assets $ 735 $ 735 $ 722 $ 722
---------------------------------------------------------------------------------------------
Financial liabilities:
Notes payable $ 18 $ 18 $ 8 $ 8
Accounts payable 667 667 826 826
Accrued interest 22 22 23 23
Long-term debt (including amounts due within one year) 1,037 982 978 907
------ ------ ------ --------
Total financial liabilities $1,744 $1,689 $1,835 $1,764
---------------------------------------------------------------------------------------------
Fair value of financial instruments classified as current assets
or liabilities approximates carrying value due to the short-term
maturity of the instruments. Fair value of investments and long-
term receivables 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.
In addition to certain derivative financial instruments
disclosed in Note 24, page S-18, the U. S. Steel Group's
unrecognized financial instruments consist of receivables sold
subject to limited recourse and financial guarantees. It is not
practicable to estimate the fair value of these forms of financial
instrument obligations because there are no quoted market prices
for transactions which are similar in nature. For details relating
to sales of receivables see Note 19, page S-16, and for details
relating to financial guarantees see Note 27, page S-20.
- --------------------------------------------------------------------------------
26. 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. An analysis of changes
in cumulative foreign currency translation adjustments follows:
(In millions) 1996 1995 1994
------------------------------------------------------------------------------
Cumulative adjustments at January 1 $ (3) $ (3) $ (1)
Aggregate adjustments for the year - - (2)
----- ----- -----
Cumulative adjustments at December 31 $ (3) $ (3) $ (3)
------------------------------------------------------------------------------
27. 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.
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. Accrued liabilities for remediation
totaled $107 million and $116 million at December 31, 1996, and
December 31, 1995, 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.
S-19
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 1996
and 1995, such capital expenditures totaled $90 million and $55
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 $34 million at December 31, 1996, and
$50 million at December 31, 1995. In the event that any defaults of
guaranteed liabilities occur, USX has access to its interest in the
assets of the affiliates to reduce potential U. S. Steel Group
losses resulting from these guarantees. As of December 31, 1996,
the largest guarantee for a single affiliate was $17 million.
Commitments -
At December 31, 1996, and December 31, 1995, contract
commitments for the U. S. Steel Group's capital expenditures for
property, plant and equipment totaled $134 million and $178
million, respectively.
USX entered into a 15-year take-or-pay arrangement in 1993,
which requires the U. S. Steel Group to accept pulverized coal each
month or pay a minimum monthly charge of approximately $1.3
million. Charges for deliveries of pulverized coal totaled $23
million in 1996 and $24 million in 1995. If USX elects to terminate
the contract early, a maximum termination payment of $118 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, Inc. (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 $72 million in 1996
and 1995, including fixed costs of $20 million in 1996 and $21
million in 1995. The fixed costs are expected to continue at
approximately the same level over the duration of the agreement.
S-20
Selected Quarterly Financial Data (Unaudited)
1996 1995
------------------------------------ --------------------------------------------------------
(In millions, except per 4th 3rd 2nd 1st 4th 3rd 2nd 1st
share data) Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr.
- ------------------------------------------------------------------------------------------------------------------------------
Revenues $1,765 $1,611 $1,580 $1,591 $1,648/(a)/ $1,620/(a)/ $1,627/(a)/ $1,580/(a)/
Operating income 175 103 1 81 85/(a)/ 145/(a)/ 133/(a)/ 137/(a)/
Income before
extraordinary loss 127 70 32 46 62 86 81 74
Net income 125 70 32 46 61 85 81 74
- -------------------------------------------------------------------------------------------------------------------------------
Steel Stock data:
- ----------------
Income before
extraordinary loss
applicable to Steel Stock $ 122 $ 64 $ 27 $ 40 $ 57 $ 80 $ 74 $ 68
- - Per share: primary 1.43 .76 .32 .49 .68 .99 .99 .89
fully diluted 1.36 .75 .32 .48 .68 .95 .95 .86
Dividends paid per share .25 .25 .25 .25 .25 .25 .25 .25
Price range of Steel
Stock/(b)/:
- - Low 26 1/2 24 1/8 27 3/4 30 29 1/8 30 5/8 29 1/4 30
- - High 32 29 5/8 35 7/8 37 7/8 33 5/8 39 34 3/4 39 1/8
- -------------------------------------------------------------------------------------------------------------------------------
/(a)/ Reclassified to conform to 1996 classifications.
/(b)/ Composite tape.
S-21
Principal Unconsolidated Affiliates (Unaudited)
December 31, 1996
Company Country Ownership Activity
- ------------------------------------------------------------------------------------------------
Double Eagle Steel Coating Company United States 50% Steel Processing
PRO-TEC Coating Company United States 50% Steel Processing
RMI Titanium Company United States 27% Titanium metal products
Transtar, Inc. United States 46% Transportation
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
- ------------------------------------------------------------------------------------------------
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-30.
S-22
Five-Year Operating Summary
(Thousands of net tons, unless otherwise noted) 1996 1995 1994 1993 1992
------------------------------------------------------------------------------------------
Raw Steel Production
Gary, IN 6,840 7,163 6,768 6,624 5,969
Mon Valley, PA 2,746 2,740 2,669 2,507 2,276
Fairfield, AL 1,862 2,260 2,240 2,203 2,146
All other plants/(a)/ - - - - 44
--------------------------------------
Total Raw Steel Production 11,448 12,163 11,677 11,334 10,435
Total Cast Production 11,407 12,120 11,606 11,295 8,695
Continuous cast as % of total production 99.6 99.6 99.4 99.7 83.3
------------------------------------------------------------------------------------------
Raw Steel Capability (average)
Continuous cast 12,800 12,500 11,990 11,850 9,904
Ingots - - - - 2,240
--------------------------------------
Total 12,800 12,500 11,990 11,850 12,144
Total production as % of total capability 89.4 97.3 97.4 95.6 85.9
Continuous cast as % of total capability 100.0 100.0 100.0 100.0 81.6
------------------------------------------------------------------------------------------
Hot Metal Production 9,716 10,521 10,328 9,972 9,270
------------------------------------------------------------------------------------------
Coke Production 6,777 6,770 6,777 6,425 5,917
------------------------------------------------------------------------------------------
Iron Ore Pellets - Minntac, MN
Production as % of capacity 85 86 90 90 83
Shipments 14,962 15,218 16,174 15,911 14,822
------------------------------------------------------------------------------------------
Coal Production
Metallurgical coal/(b)/ 7,283 7,509 7,424 8,142 7,311
Steam coal/(b)(c)/ - - - 2,444 5,239
--------------------------------------
Total 7,283 7,509 7,424 10,586 12,550
Total production as % of capacity 90.5 93.3 93.7 95.6 93.6
------------------------------------------------------------------------------------------
Coal Shipments/(b)(c)/ 7,117 7,502 7,698 10,980 12,164
------------------------------------------------------------------------------------------
Steel Shipments by Product
Sheet and tin mill products 9,541 9,267 8,728 8,364 7,514
Plate, tubular, structural and other
steel mill products/(a)/ 1,831 2,111 1,840 1,605 1,340
--------------------------------------
Total 11,372 11,378 10,568 9,969 8,854
Total as % of domestic steel industry 11.3 11.7 11.1 11.3 10.8
------------------------------------------------------------------------------------------
Steel Shipments by Market
Steel service centers 2,831 2,564 2,780 2,831 2,676
Transportation 1,721 1,636 1,952 1,771 1,553
Further conversion:
Joint ventures 1,542 1,332 1,308 1,074 449
Trade customers 1,227 1,084 1,058 1,150 1,104
Containers 874 857 962 835 715
Construction 865 671 722 667 598
Oil, gas and petrochemicals 746 748 367 342 255
Export 493 1,515 355 327 584
All other 1,073 971 1,064 972 920
--------------------------------------
Total 11,372 11,378 10,568 9,969 8,854
------------------------------------------------------------------------------------------
/(a)/ In April 1992, U. S. Steel closed South (IL) Works and
ceased production of structural products.
/(b)/ The Maple Creek Coal Mine, which was idled in January 1994
and sold in June 1995, 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.
S-23
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 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 & Related Businesses"). Other businesses
that are part of the U. S. Steel Group include real estate
development and management, and leasing and financing activities.
Management's Discussion and Analysis should be read in conjunction
with the U. S. Steel Group's Financial Statements and Notes to
Financial Statements.
In 1996, U. S. Steel Group results from operations were
negatively impacted by lower average steel product prices and by
planned and unplanned blast furnace outages. The total impact of
these items were partially offset by an improved product mix.
Certain sections of Management's Discussion and Analysis include
forward-looking statements concerning trends or events potentially
affecting the businesses of the U. S. Steel Group. These statements
typically contain words such as "anticipates," "believes,"
"estimates," "expects" or similar words indicating that future
outcomes are not known with certainty and subject to risk factors
that could cause these outcomes to differ significantly from those
projected. In accordance with "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995, these statements
are accompanied by cautionary language identifying important
factors, though not necessarily all such factors, that could cause
future outcomes to differ materially from those set forth in
forward-looking statements.
Management's Discussion and Analysis of Income
Revenues for each of the last three years are summarized in the
following table:
(Dollars in millions) 1996 1995 1994
- --------------------------------------------------------------------------------
Steel & Related Businesses $6,479 $6,400 $5,920
Administrative & Other Businesses 68 75 157
------ ------ ------
Total revenues/(a)/ $6,547 $6,475 $6,077
- --------------------------------------------------------------------------------
/(a)/ Amounts in 1995 and 1994 were reclassified in 1996 to
include gains and losses on disposal of operating assets. Prior
to reclassification, these gains and losses were included in
other income.
Total revenues increased by $72 million in 1996 from 1995. The
increase in 1996 resulted primarily from an improved steel product
mix and higher raw material selling prices, partially offset by
lower average steel product prices. Steel shipments in 1996 were
essentially unchanged compared with 1995. The increase in 1995
resulted primarily from an increase in steel shipment volumes of
approximately .8 million tons and higher average steel prices,
partially offset by lower revenues from engineering and consulting
services. In addition, sales in 1994 included revenues from a
consolidated entity for which the equity method of accounting was
subsequently adopted.
The U. S. Steel Group's operating income for the last three
years was:
(Dollars in millions) 1996 1995 1994
- --------------------------------------------------------------------------------
Steel & Related Businesses $ 166 $ 412 $ 241
Administrative & Other Businesses 194 104 83
Impairment of long-lived assets - (16) -
----- ----- -----
Total operating income/(a)/ $ 360 $ 500 $ 324
- --------------------------------------------------------------------------------
/(a)/ Amounts in 1995 and 1994 were reclassified in 1996 to
include gains and losses on disposal of operating assets. Prior
to reclassification, these gains and losses were included in
other income.
Operating income for Steel & Related Businesses decreased $246
million in 1996 from 1995. Results in 1996 included $39 million of
charges related to repair of the Gary (Ind.) Works No. 13 blast
furnace and $13 million of charges related to a voluntary workforce
reduction at the Fairless (Pa.) Works. Results in 1995 included $34
million of charges related to repairs of the Gary Works No. 8 blast
furnace which was damaged by an explosion, $37 million of charges
related to the settlement of the Pickering litigation and other
litigation accrual adjustments, and an $18 million favorable
accrual adjustment for certain employee-related costs. Excluding
these items, operating income decreased $247 million in 1996
compared to 1995. The decrease was mainly due to lower average
steel product prices, cost inefficiencies related to planned and
unplanned blast furnace outages and lost sales from the unplanned
blast furnace outage, partially offset by improved product mix and
decreased profit sharing accruals.
S-24
Management's Discussion and Analysis continued
The Gary Works No. 13 blast furnace, which represents about half
of Gary Works iron producing capacity and roughly one-fourth of U.
S. Steel's iron capacity, was idled on April 2, 1996 due to a
refractory break-out. In addition to direct repair costs, operating
results were adversely affected by production inefficiencies at
Gary, as well as other U. S. Steel plants, reduced shipments and
higher costs for purchased iron and semifinished steel. The total
effect of this unplanned outage on 1996 operating income has been
estimated to be more than $100 million. USX maintained property
damage and business interruption insurance coverages for the No. 13
blast furnace refractory break-out and the 1995 Gary Works No. 8
blast furnace explosion, subject to a $50 million deductible per
occurrence for recoverable items. The insurance companies have
agreed to issue a partial loss reimbursement of $15 million for the
Gary Works No. 13 blast furnace loss. U. S. Steel anticipates
receipt of this payment during the first quarter of 1997. An
estimate of the amount or timing of additional insurance recoveries
for the Gary Works No. 13 blast furnace loss cannot be made at this
time. On October 4, 1996, USX filed litigation in Lake County,
Indiana, Superior Court against its insurers related to the No. 8
blast furnace explosion. The timing of the resolution of this
litigation and the outcome cannot be predicted at this time.
Steel & Related Businesses results in 1994 included charges of
$44 million related to utility curtailments and other severe winter
weather complications, a caster fire at the Mon Valley Works and
planned outages for modernization of the Gary Works hot strip mill
and pickle line. Results for 1994 also included a $13 million gain
related to the sale of coal seam methane gas royalty interests.
Excluding these items, operating income increased $193 million in
1995 compared to 1994. The increase is primarily due to higher
steel product prices and shipments in 1995, partially offset by a
less favorable product mix which included increased exports of
lower value products, higher raw material costs and increased
profit sharing accruals.
Administrative and Other Businesses includes the portion of
pension credits, postretirement benefit costs and certain other
expenses principally attributable to the former businesses of the
U. S. Steel Group as well as USX corporate general and
administrative costs allocated to the U. S. Steel Group. Operating
income increased $90 million in 1996 from 1995 following an
increase of $21 million in 1995 from 1994, mainly reflecting the
effects of pension credits referred to below and higher income from
USX Credit. Approximately $35 million of the increase in
Administrative and Other Businesses operating income in 1996
reflects pension credits. USX Credit recognized operating income of
$6 million in 1996 compared to operating losses of $15 million in
1995 and $11 million in 1994.
The pension credits referred to in Administrative and Other
Businesses, combined with pension costs for ongoing operating units
of the U. S. Steel Group, resulted in net pension credits (which
are primarily noncash) of $159 million, $132 million and $120
million in 1996, 1995 and 1994, respectively. The increase in 1996
from 1995 primarily reflected a decrease in the assumed discount
rate and an increase in the market-related value of plan assets.
The increase in 1995 from 1994 primarily reflected an increase in
the expected long-term rate of return on plan assets, partially
offset by an increase in the assumed discount rate and a decline in
the market-related value of plan assets. In 1997, net pension
credits are expected to be approximately $150 million. See Note 11
to the U. S. Steel Group Financial Statements. To the extent that
these credits decline in the future, operating income would be
adversely affected.
The U. S. Steel Group's operating income for 1995 included a $16
million noncash charge related to the adoption of Statement of
Financial Accounting Standards No. 121 - "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed Of." See Note 4 to the U. S. Steel Group Financial
Statements for further details.
Gain on affiliate stock offering totaled $53 million in 1996.
For further details, see Note 5 to the U. S. Steel Group Financial
Statements.
The U. S. Steel Group's Other Income for the last three years
was:
(Dollars in millions) 1996 1995 1994
------------------------------------------------------------
Income (loss) from equity affiliates $ 66 $ 80 $ 59
Gain on sale of investments 1 2 1
Other income 3 - 4
----- ----- -----
Total other income/(a)/ $ 70 $ 82 $ 64
------------------------------------------------------------
/(a)/ Amounts in 1995 and 1994 were reclassified in 1996 to
exclude gains and losses on disposal of operating assets. Prior
to reclassification, these gains and losses were included in
other income.
S-25
Management's Discussion and Analysis continued
Other income decreased $12 million in 1996 compared with 1995,
following an increase of $18 million in 1995 compared with 1994.
The decline in 1996 was primarily due to decreased income from
equity affiliates. The improvement in 1995 was primarily due to
increased income from equity affiliates.
Interest and other financial costs were $120 million in 1996
compared with $137 million in 1995 and $152 million in 1994. The
decreases in 1996 and 1995 were mainly due to lower average debt
levels.
The provision for estimated income taxes for 1996 included $40
million in nonconventional fuel source credits. The provision for
1994 included a $32 million deferred tax benefit related to an
excess of tax over book basis in an equity affiliate. See Note 13
to the U. S. Steel Group Financial Statements.
An extraordinary loss on extinguishment of debt of $2 million in
1996 and 1995 represents the portion of the loss on early
extinguishment of USX debt attributed to the U. S. Steel Group. For
additional information, see Note 6 to the U. S. Steel Group
Financial Statements.
Net income was $273 million in 1996, compared with net income of
$301 million in 1995 and net income of $201 million in 1994. Net
income decreased $28 million in 1996 from 1995, compared with an
increase of $100 million in 1995 from 1994. The changes in net
income primarily reflect the factors discussed above.
Management's Discussion and Analysis of Financial Condition, Cash Flows and
Liquidity
Current assets at year-end 1996 decreased $16 million from year-
end 1995 primarily due to a decrease in cash and cash equivalents
and receivables, partially offset by an increase in inventories.
Current liabilities in 1996 decreased $220 million from 1995
primarily due to a decrease in accounts payable, which reflects
lower trade payables.
Total long-term debt and notes payable at December 31, 1996 was
$1,105 million. The $81 million increase from year-end 1995
reflected the fact that the U. S. Steel Group required more cash
for investing activities than it generated from operating
activities. Virtually all of the debt is a direct obligation of, or
is guaranteed by, USX.
Net cash provided from operating activities in 1996 was $86
million compared with $587 million in 1995. The 1996 period
included a payment of $59 million to the Internal Revenue Service
for certain agreed and unagreed adjustments relating to the tax
year 1990 and a payment of $28 million related to settlement of the
Pickering litigation. The 1995 period reflects payments of $169
million to fund the U. S. Steel Group's principal pension plan, $35
million to the Voluntary Employee Benefit Association Trust, $28
million representing U. S. Steel's share of the amortized discount
on USX's zero coupon debentures (see USX Consolidated Management's
Discussion and Analysis of Cash Flows for further details) and $20
million as partial settlement in the Pickering litigation.
Excluding these items, net cash provided from operating activities
declined by $666 million in 1996 due mainly to unfavorable working
capital changes, decreased profitability and lower distributions
from equity affiliates.
The U. S. Steel Group's net cash provided from operating
activities in 1994 was negatively affected by payments of $367
million related to the B&LE litigation. Excluding this item for
1994 and the previously mentioned items for 1995, net cash provided
from operating activities improved by $394 million in 1995 due
mainly to favorable working capital changes and increased
profitability.
Capital expenditures in 1996 included a blast furnace reline and
new galvanizing line at Fairfield Works, additional environmental
expenditures primarily at Gary Works, and certain spending related
to the Gary No. 13 blast furnace refractory break-out. Increased
capital expenditures in 1995 compared with 1994 included a degasser
at Mon Valley Works, granulated coal injection facility at the
Fairfield Works blast furnace, Gary Works No. 8 blast furnace, a
new galvanizing line at Fairfield Works and emissions controls at
the Gary Works steelmaking facilities. Contract commitments for
capital expenditures at year-end 1996 were $134 million, compared
with $178 million at year-end 1995.
S-26
Management's Discussion and Analysis continued
Capital expenditures for 1997 are expected to be approximately
$290 million including a blast furnace reline at Mon Valley Works,
a new heat treat line for plates at Gary Works and additional
environmental expenditures primarily at Gary Works.
In 1997, other investing activities are expected to be
approximately $50 million, for the anticipated construction of a
second galvanizing line at the PRO-TEC Coating Company joint
venture (see discussion of "Outlook" below for further details) and
final settlement of the USX Credit division receivable facility.
Future capital expenditures and investments can be affected by
levels of cash flow from operations, by unforeseen hazards such as
weather conditions, explosions or fires, and by delays in obtaining
government or partner approval, which could delay the timing of
completion of particular capital projects. In addition, levels of
investments may be affected by the ability of equity affiliates to
obtain external financing.
Cash from disposal of assets totaled $161 million in 1996,
compared with $67 million in 1995 and $19 million in 1994. The 1996
proceeds reflected the sale of U. S. Steel Group's investment in
National-Oilwell and a portion of its investment in RMI Titanium
Company common stock ("RMI"). The 1995 proceeds mainly reflected
property sales.
In 1996, an aggregate of 6.9 million shares of RMI common stock
was sold in a public offering. Included in the offering were 2.3
million shares sold by USX for net proceeds of $40 million.
Following this transaction, USX owns approximately 27% of the
outstanding common stock of RMI. USX recognized a pretax gain in
1996 of $53 million, a portion of which is attributed to a change
in interest gain resulting from the shares sold by RMI. For
additional information, see Note 5 to the U. S. Steel Group
Financial Statements.
Financial obligations increased by $77 million in 1996, compared
with a decrease of $403 million in 1995 and a decrease of $20
million in 1994. These obligations consist of the U. S. Steel
Group's portion of USX debt and preferred stock of a subsidiary
attributed to all three groups as well as debt and financing
agreements specifically attributed to the U. S. Steel Group. The
increase in 1996 primarily reflected the net effects of cash from
operating, investing and other financing activities. For a
discussion of USX financing activities attributed to all three
groups, see USX Consolidated Management's Discussion and Analysis
of Financial Condition, Cash Flows and Liquidity.
In December 1996, USX issued 6 3/4% exchangeable notes due
February 1, 2000 ("indexed debt") in the principal amount of $117
million or $21.375 per note, which was the market price per share
of RMI common stock on November 26, 1996. At maturity, the indexed
debt will be mandatorily exchangeable by USX into shares of RMI
common stock (or for the equivalent amount of cash, at USX's
option) at a defined exchange rate, which is based on the average
market price of RMI common stock value in January 2000. The
carrying value of the notes is adjusted quarterly to settlement
value and any resulting adjustment will be charged or credited to
income and included in interest and other financial costs. The
carrying value was adjusted to $123 million at December 31, 1996.
Net proceeds from the issuance of the notes totaled approximately
$113 million. This amount was reflected in its entirety in the U.
S. Steel Group financial statements. For additional information,
See Note 16 to the USX Consolidated Financial Statements.
Steel Stock issued totaled $51 million in 1996, $218 million in
1995 and $221 million in 1994. This included public offerings of
5,000,000 shares in 1995 for net proceeds of $169 million, and
5,000,000 shares in 1994 for net proceeds of $201 million. These
amounts were reflected in their entirety in the U. S. Steel Group
financial statements.
Pension Activity
In accordance with USX's long-term funding practice, which is
designed to maintain an appropriate funded status, USX expects to
contribute approximately $45 million in 1997 to fund the U. S.
Steel Group's principal pension plan for the 1996 plan year. This
amount, which is based on a recently completed long-term funding
study, is less than the previously disclosed funding projections of
approximately $100 million annually. In 1995, net proceeds of $169
million from the public offering of 5,000,000 shares of Steel Stock
were used to fund the U. S. Steel Group's principal pension plan
for the 1994 and the 1995 plan years.
S-27
Management's Discussion and Analysis continued
Derivative Instruments
In the normal course of its business, the U. S. Steel Group is
exposed to market risk, or price fluctuations related to the
purchase of natural gas and certain metals used as raw materials.
The U. S. Steel Group uses commodity-based derivative instruments
(over-the-counter ("OTC") commodity swaps) to manage exposure to
market risk related to the purchase of natural gas; however, its
use of these instruments has not been significant in relation to
the U. S. Steel Group's overall business activity. While these
instruments are generally used to reduce risks from unfavorable
commodity price movements, they also may limit the opportunity to
benefit from favorable movements. For quantitative information
relating to derivative instruments, including aggregate contract
values and fair values, where appropriate, see Note 24 to the U. S.
Steel Group Financial Statements.
Based on a strategic approach of limiting its use of derivative
instruments to hedging activities, combined with risk assessment
procedures and internal controls in place, management believes that
its use of derivative instruments does not expose the U. S. Steel
Group to material risk. While such use could materially affect U.
S. Steel Group's results of operations in particular quarterly or
annual periods, management believes that use of these instruments
will not have a material adverse effect on financial position or
liquidity. For a summary of accounting policies related to
derivative instruments, see Note 2 to the U. S. Steel Group
Financial Statements.
Liquidity
For discussion of USX's liquidity and capital resources, see USX
Consolidated Management's Discussion and Analysis of Financial
Condition, Cash Flows and Liquidity.
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 its operating facilities
and production methods. To the extent that competitors are not
required to undertake equivalent costs in their operations, the
competitive position of the U. S. Steel Group could be adversely
affected.
The U. S. Steel Group's environmental expenditures for the last
three years were:
(Dollars in millions) 1996 1995/(a)/ 1994/(a)/
- --------------------------------------------------------------------
Capital $ 90 $ 55 $ 57
Compliance
Operating & Maintenance 199 195 202
Remediation/(b)/ 33 35 32
----- ---- ----
Total U. S. Steel Group $ 322 $285 $291
- --------------------------------------------------------------------
/(a)/ Based on U. S. Department of Commerce survey guidelines.
/(b)/ These amounts do not include noncash provisions recorded
for environmental remediation, but include spending charged
against such reserves, net of recoveries.
The U. S. Steel Group's environmental capital expenditures
accounted for 27%, 17% and 23% of total capital expenditures in
1996, 1995 and 1994, respectively.
Compliance expenditures represented 4% of the U. S. Steel
Group's total operating costs in 1996, 1995 and 1994. Remediation
spending during 1994 to 1996 was mainly related to dismantlement
and restoration activities at former and present operating
locations.
The U. S. Steel Group continues to seek methods to minimize the
generation of hazardous wastes in its operations. The Resource
Conservation and Recovery Act ("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 storage tanks. Since
the EPA has not yet
S-28
Management's Discussion and Analysis continued
promulgated implementing regulations relating to past disposal or
handling operations, 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
cannot be appraised until their implementation becomes more
accurately defined.
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 of former coke-
making facilities and the closure of permitted hazardous and non-
hazardous waste landfills.
USX has been notified that it is a potential responsible party
("PRP") at 24 waste sites related to the U. S. Steel Group under
the Comprehensive Environmental Response, Compensation and
Liability Act ("CERCLA") as of December 31, 1996. In addition,
there are 17 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 41 additional
sites related to the U. S. Steel Group where remediation is being
sought under other environmental statutes, both federal and state,
or where private parties are seeking remediation 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. 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 27 to the U. S.
Steel Group Financial Statements.
In 1997, USX will adopt American Institute of Certified Public
Accountants Statement of Position No. 96-1 - "Environmental
Remediation Liabilities", which recommends that companies include
direct costs in accruals for the remediation liabilities. These
costs include external legal fees applicable to the remediation
effort and internal administrative costs for attorneys and staff,
among others. Adoption could result in remeasurement of certain
remediation accruals and a corresponding charge to operating
income. USX is conducting a review of its remediation liabilities
and, at this time, is unable to project the effect, if any, of
adoption.
New or expanded environmental requirements, 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 predict accurately 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 (including operating and
maintenance and remediation) will materially increase in 1997. The
U. S. Steel Group's capital expenditures for environmental controls
are expected to be approximately $62 million in 1997 and are
expected to be spent on projects primarily at Gary Works.
Predictions beyond 1997 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 $53
million in 1998; however, actual expenditures may vary as the
number and scope of environmental projects are revised as a result
of improved technology or changes in regulatory requirements and
could increase if 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 U. S. Steel Group involving a variety of matters, including
laws and regulations relating to the environment, certain of which
are discussed in Note 27 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.
S-29
Management's Discussion and Analysis continued
Management's Discussion and Analysis of Operations
Average realized steel prices were essentially unchanged in 1996
versus 1995 as the impact of lower product prices was offset by
improved product mix as the percentage of high value-added
shipments increased. In 1995, average realized steel prices were
1.5 percent higher than in 1994 as higher realized product prices
were partially offset by less favorable product mix which reflected
increased shipments of lower valued hot rolled steel.
Steel shipments were 11.4 million tons in 1996 and 1995, and
10.6 million tons in 1994. U. S. Steel Group shipments comprised
approximately 11% of the domestic steel market in 1996. Exports
accounted for approximately 4% of U. S. Steel Group shipments in
1996, compared with 13% in 1995 and 3% in 1994.
Raw steel production was 11.4 million tons in 1996, compared
with 12.2 million tons in 1995 and 11.7 million tons in 1994. Raw
steel produced was nearly 100% continuous cast in 1996, 1995 and
1994. Raw steel production averaged 89% of capability in 1996,
compared with 97% of capability in 1995 and 97% of capability in
1994. As a result of improvements in operating efficiency, U. S.
Steel increased its stated annual raw steel production capability
by 0.3 million tons to 12.8 millions tons for 1996, following an
increase of 0.5 million tons in 1995 to 12.5 million tons.
Carbon cut-to-length plate products accounted for 9% of U. S.
Steel Group shipments in 1996. On November 5, 1996, two other
domestic steel plate producers filed antidumping cases with the U.
S. Department of Commerce ("Commerce") and the International Trade
Commission ("ITC") asserting that Russia, China, Ukraine, and South
Africa have engaged in unfair trade practices with respect to the
export of carbon cut-to-length plate to the United States. U. S.
Steel Group supports these cases. In December 1996, the ITC
announced a preliminary determination of injury to the domestic
industry from these unfairly traded imports. In the next step,
Commerce is required to make a preliminary determination sometime
during the second quarter of 1997, whether or not carbon cut-to-
length steel plate is being dumped in the United States from each
of these four countries. Final determination of dumping, by
Commerce, and of material injury, by the ITC, may occur sometime
during the third quarter of 1997.
Oil country tubular goods ("OCTG") accounted for 6% and 4% of U.
S. Steel Group shipments in 1996 and 1995, respectively. On June
30, 1994, in conjunction with six other domestic producers, USX
filed antidumping and countervailing duty cases with Commerce and
the ITC asserting that seven foreign nations have engaged in unfair
trade practices with respect to the export of OCTG. In June 1995,
Commerce issued its final affirmative determinations of the
applicable margins of dumping and/or subsidies in the OCTG cases
against producers in all seven countries. On July 24, 1995, the ITC
rendered determinations that there had been material injury to
domestic producers by reason of illegal dumping of imported
products. Determinations favorable to domestic producers were
rendered with respect to OCTG imports from Argentina, Italy, Japan,
Korea and Mexico and with respect to imports of drill pipe from
Argentina, Japan and Mexico.
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. For
additional information regarding levels of imported steel, see
discussion of "Outlook" below.
U. S. Steel entered into a five and one-half year contract with
the United Steelworkers of America ("USWA"), effective February 1,
1994, covering approximately 15,000 employees. The contract
provided for reopener negotiations of specific payroll items with
the contingency for binding interest arbitration if agreement
concerning such items was not reached. The parties did not reach a
settlement and U. S. Steel and the USWA submitted their final
offers to arbitration. Both final offers follow the settlements
reached by other major integrated producers through interest
arbitration. The sole issue in dispute concerns the timing of a
final lump-sum bonus payment in 1999. Following the interest
arbitration, which will be held in February or March of 1997, the
revised contract terms will become retroactively effective as of
February 1, 1997.
The U. S. Steel Group depreciates steel assets by modifying
straight-line depreciation based on the level of production.
Depreciation charges for 1996, 1995, and 1994 were 94%, 102%, and
102%, respectively, of straight-line depreciation based on
production levels for each of the years. In 1996, the modification
factors used in the depreciation of steel assets reflect the
increase in raw steel production capability discussed above. See
Note 2 to the U. S. Steel Group Financial Statements.
S-30
Management's Discussion and Analysis continued
Outlook for 1997
The U. S. Steel Group anticipates that steel demand will remain
relatively strong in 1997 as long as the domestic economy continues
its pattern of modest growth and the favorable pattern of demand
for capital goods and consumer durables continues. However, the U.
S. Steel Group believes supply will increase in 1997 due to higher
imports, increased production capability for flat-rolled products
at existing mills, new mini-mill capacity and fewer outages within
the industry. To reduce the impact of supply increases, the U. S.
Steel Group will attempt to further increase shipments of higher
value-added products.
The world steel industry is characterized by excess production
capacity which has restricted price increases during periods of
economic growth and led to price decreases during economic
contractions. Within the next year, the anticipated availability of
flat-rolled steel could have an adverse effect on U. S. Steel
shipment levels as companies attempt to gain or retain market
share.
Steel imports to the United States accounted for an estimated
23%, 21% and 25% of the domestic steel market in 1996, 1995 and
1994, respectively. Steel imports increased sharply in the second
half of 1996. In November and December, steel imports accounted for
an estimated 29% and 25%, respectively, of the domestic market. The
domestic steel industry has, in the past, been adversely affected
by unfairly traded imports, and higher levels of imported steel may
have an adverse effect on product prices, shipment levels and
results of operations.
U. S. Steel Group shipments in the first quarter of 1997 are
expected to be lower than in the fourth quarter of 1996 due to a
seasonal industry decline in first quarter shipments. During the
second and third quarters of 1997, raw steel production is expected
to be reduced by an 86 day planned blast furnace reline at the Mon
Valley Works.
In February, 1997, the U. S. Steel Group and Kobe Steel, Ltd.,
of Japan signed a memorandum of understanding to construct a second
hot-dip galvanized sheet product line at the PRO-TEC Coating
Company in Leipsic, Ohio, a 50/50 joint venture between USX and
Kobe Steel. Construction is anticipated to begin in the first
quarter of 1997 with start-up of operations projected for the third
quarter of 1998. The new line would add 400,000 tons of annual
capacity to the venture, bringing the total annual capacity to one
million tons.
In addition, U. S. Steel Group and Olympic Steel, Inc. recently
announced that they will form a 50/50 joint venture to process
laser welded sheet steel blanks. The joint venture, which will
conduct business as Olympic Laser Processing, LLC, plans to
construct a new facility and purchase two laser welding lines in
1997, with production expected to begin in 1998. Laser welded
blanks are used in the automotive industry for an increasing number
of body fabrication applications. U. S. Steel will be the venture's
primary customer and will be responsible for marketing the laser
welded blanks.
S-31
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
Selected Quarterly Financial Data.................. D-18
Principal Unconsolidated Affiliate................. D-18
Five-Year Operating Summary........................ D-19
Management's Discussion and Analysis............... D-20
D-1
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 of
assets, liabilities (including contingent liabilities) and
stockholders' equity among the Delhi Group, the Marathon Group and
the U. S. Steel Group for the purpose of preparing their respective
financial statements does not affect legal title to such assets or
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 one Group that affect the overall cost of USX's
capital could affect the results of operations and financial
condition of other groups. In addition, net losses of any Group, as
well as dividends and distributions on any class of USX Common
Stock or series of preferred stock and repurchases of any class of
USX Common Stock or series of preferred stock at prices in excess
of par or stated value, 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 Delhi Group financial information.
D-2
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 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.
Thomas J. Usher Robert M. Hernandez Kenneth L. Matheny
Chairman, Board of Directors Vice Chairman Vice President
& Chief Executive Officer & Chief Financial Officer & Comptroller
Report of Independent Accountants
To the Stockholders of USX Corporation:
In our opinion, the accompanying financial statements appearing on
pages D-4 through D-17 present fairly, in all material respects,
the financial position of the Delhi Group at December 31, 1996 and
1995, and the results of its operations and its cash flows for each
of the three years in the period ended December 31, 1996, 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.
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.
Price Waterhouse LLP
600 Grant Street, Pittsburgh, Pennsylvania 15219-2794
February 11, 1997
D-3
Statement of Operations
(Dollars in millions) 1996 1995 1994
- ------------------------------------------------------------------------------------------------------------------------------------
Revenues (Note 1, page D-7) $1,061.3 $670.5 $585.1
Operating costs:
Cost of sales (excludes items shown below) (Note 5, page D-10) 967.0 601.7 515.9
Selling, general and administrative expenses 28.6 24.1 28.7
Depreciation, depletion and amortization 27.5 24.8 30.1
Taxes other than income taxes 7.8 7.3 8.0
Restructuring charges (credits) (Note 4, page D-10) - (6.2) 37.4
-------- ------ ------
Total operating costs 1,030.9 651.7 620.1
-------- ------ ------
Operating income (loss) 30.4 18.8 (35.0)
Other income (loss) (Note 5, page D-10) .3 5.4 (1.7)
Interest and other financial costs (Note 5, page D-10) (20.7) (15.7) (11.8)
-------- ------ ------
Income (loss) before income taxes and extraordinary loss 10.0 8.5 (48.5)
Less provision (credit) for estimated income taxes (Note 12, page D-13) 3.6 4.5 (17.6)
-------- ------ ------
Income (loss) before extraordinary loss 6.4 4.0 (30.9)
Extraordinary loss (Note 6, page D-10) (.5) (.3) -
-------- ------ ------
Net income (loss) 5.9 3.7 (30.9)
Dividends on preferred stock - (.2) (.1)
Net loss (income) applicable to Retained Interest (Note 1, page D-7) - (2.4) 10.1
-------- ------ ------
Net income (loss) applicable to outstanding Delhi Stock $ 5.9 $ 1.1 $(20.9)
- ------------------------------------------------------------------------------------------------------------------------------------
Income Per Common Share of Delhi Stock
(Dollars in millions, except per share data) 1996 1995 1994
- ----------------------------------------------------------------------------------------------------------------
Income (loss) before extraordinary loss applicable
to outstanding Delhi Stock $ 6.4 $ 1.4 $(20.9)
Extraordinary loss (.5) (.3) -
------ ------ ------
Net income (loss) applicable to outstanding Delhi Stock $ 5.9 $ 1.1 $(20.9)
Primary and fully diluted per share:
Income (loss) before extraordinary loss applicable
to outstanding Delhi Stock $ .68 $ .15 $(2.22)
Extraordinary loss (.06) (.03) -
------ ------ ------
Net income (loss) applicable to outstanding Delhi Stock $ .62 $ .12 $(2.22)
Weighted average shares, in thousands
- primary 9,451 9,442 9,407
- fully diluted 9,453 9,442 9,407
- ----------------------------------------------------------------------------------------------------------------
See Note 1, page D-7, for basis of presentation and Note 20, page
D-15, for a description of net income per common share.
The accompanying notes are an integral part of these financial
statements.
D-4
Balance Sheet
(Dollars in millions) December 31 1996 1995
- -------------------------------------------------------------------------------------------
Assets
Current assets:
Cash and cash equivalents $ .4 $1.9
Receivables, less allowance for doubtful accounts
of $.8 and $.8 (Note 17, page D-14) 131.3 93.5
Inventories (Note 11, page D-12) 8.6 10.7
Other current assets 5.4 3.2
------ ------
Total current assets 145.7 109.3
Long-term receivables and investments (Note 14, page D-14) 5.8 8.3
Property, plant and equipment - net (Note 15, page D-14) 555.3 502.3
Other noncurrent assets 7.8 4.4
------ ------
Total assets $714.6 $624.3
- -------------------------------------------------------------------------------------------
Liabilities
Current liabilities:
Notes payable $ 4.3 $1.6
Accounts payable 196.3 137.8
Payroll and benefits payable 4.2 3.8
Accrued taxes 5.4 7.0
Accrued interest 5.3 4.9
Long-term debt due within one year (Note 7, page D-10) 16.5 18.8
------ ------
Total current liabilities 232.0 173.9
Long-term debt (Note 7, page D-10) 202.7 182.0
Long-term deferred income taxes (Note 12, page D-13) 139.7 135.9
Deferred credits and other liabilities 20.2 16.5
Preferred stock of subsidiary (Note 8, page D-11) 3.8 3.8
------ ------
Total liabilities 598.4 512.1
Stockholders' Equity (Note 18, page D-15) 116.2 112.2
------ ------
Total liabilities and stockholders' equity $714.6 $624.3
- -------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial
statements.
D-5
Statement of Cash Flows
(Dollars in millions) 1996 1995 1994
- ------------------------------------------------------------------------------------------------
Increase (decrease) in cash and cash equivalents
Operating activities:
Net income (loss) $ 5.9 $ 3.7 $(30.9)
Adjustments to reconcile to net cash provided from
operating activities:
Extraordinary loss .5 .3 -
Depreciation, depletion and amortization 27.5 24.8 30.1
Pensions 1.3 .7 2.5
Deferred income taxes 3.2 3.1 (20.9)
Gain on disposal of assets (.5) (.5) (.8)
Payment of amortized discount on zero coupon debentures - (4.4) -
Restructuring charges (credits) - (6.2) 37.4
Changes in: Current receivables - sold - (18.3) (5.4)
- operating turnover (40.7) (62.5) 16.8
Inventories 2.1 (.8) (.3)
Current accounts payable and accrued expenses 59.6 64.8 (11.6)
All other - net 1.8 (3.6) 3.4
------ ------ ------
Net cash provided from operating activities 60.7 1.1 20.3
------ ------ ------
Investing activities:
Capital expenditures (80.6) (50.0) (32.1)
Disposal of assets .6 12.7 11.8
All other - net - 3.6 -
------ ------ ------
Net cash used in investing activities (80.0) (33.7) (20.3)
------ ------ ------
Financing activities (Note 3, page D-9):
Increase (decrease) in Delhi Group's share of
USX consolidated debt 19.7 97.6 (4.5)
Elimination of Marathon Group Retained Interest - (58.2) -
Preferred stock redeemed - (2.5) -
Attributed preferred stock of subsidiary - - 3.7
Dividends paid (1.9) (2.0) (1.9)
Payment attributed to Retained Interest - (.5) (1.0)
------ ------ ------
Net cash provided from (used in) financing activities 17.8 34.4 (3.7)
------ ------ ------
Net increase (decrease) in cash and cash equivalents (1.5) 1.8 (3.7)
Cash and cash equivalents at beginning of year 1.9 .1 3.8
------ ------ ------
Cash and cash equivalents at end of year $ .4 $ 1.9 $ .1
- ------------------------------------------------------------------------------------------------
See Note 9, page D-11, for supplemental cash flow information.
The accompanying notes are an integral part of these financial
statements.
D-6
Notes to Financial Statements
1. Basis of Presentation
USX Corporation (USX) has three classes of common stock: USX -
Delhi Group Common Stock (Delhi Stock), 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
Delhi Group, the Marathon Group and the U. S. Steel Group,
respectively.
The financial statements of the Delhi Group include the
financial position, results of operations and cash flows for the
businesses of the Delhi Gas Pipeline Corporation and certain other
subsidiaries of USX. The Delhi Group is engaged in the purchasing,
gathering, processing, treating, transporting and marketing of
natural gas. The Delhi Group financial statements are prepared
using the amounts included in the USX consolidated financial
statements.
The USX Board of Directors, prior to June 15, 1995, had
designated 14,003,205 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 was the percentage interest in the Delhi
Group represented by the shares of Delhi Stock that were
outstanding at any particular time and, based on 9,438,391
outstanding shares at June 14, 1995, was approximately 67%. The
Marathon Group financial statements reflected a Retained Interest
in the earnings and equity of the Delhi Group of approximately 33%
through June 14, 1995. The Retained Interest was subject to
reduction as shares of Delhi Stock attributed to the Retained
Interest were sold. (See Note 3, page D-9, for a description of
common stock transactions.)
USX eliminated the Marathon Group's Retained Interest in the
Delhi Group (equivalent to 4,564,814 shares of Delhi Stock) on June
15, 1995. This was accomplished through a reallocation of assets
and a corresponding adjustment to debt and equity attributed to the
Delhi and Marathon Groups. The reallocation was made at a price of
$12.75 per equivalent share of Delhi Stock, or an aggregate of
$58.2 million. Assuming the elimination had occurred as of January
1, 1995, Delhi Group net income per share for the year 1995 would
have been $.23 per share, compared to reported results of $.12 per
share. The above unaudited supplemental per share data are not
necessarily indicative of future results, which will be dependent
upon future operating results relative to the cost of the
incremental debt.
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 of assets, liabilities (including contingent
liabilities) and stockholders' equity among the Delhi Group, the
Marathon Group and the U. S. Steel Group for the purpose of
preparing their respective financial statements does not affect
legal title to such assets or 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 one Group that affect
the overall cost of USX's capital could affect the results of
operations and financial condition of other groups. In addition,
net losses of any Group, as well as dividends and distributions on
any class of USX Common Stock and series of preferred stock and
repurchases of any class of USX Common Stock or series of preferred
stock at prices in excess of par or stated value, 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 Delhi
Group financial information.
During 1996 and 1994, sales to one customer who accounted for 10
percent or more of the Delhi Group's total revenues were $106.9
million and $71.7 million, respectively. In addition, sales to
several customers having a common parent aggregated $54.7 million
during 1994.
D-7
- --------------------------------------------------------------------------------
2. Summary of Principal Accounting Policies
Principles applied in consolidation - These financial statements
include the accounts of the businesses comprising the Delhi Group.
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.
Investments in other entities over which the Delhi Group has
significant influence are accounted for using the equity method of
accounting and are carried at the Delhi Group's share of net assets
plus advances. The proportionate share of income from these equity
investments is included in other income.
Use of estimates - Generally accepted accounting principles require
management to make estimates and assumptions that affect the
reported amounts of assets and liabilities, the disclosure of
contingent assets and liabilities at year-end and the reported
amounts of revenues and expenses during the year.
Cash and cash equivalents - Cash and cash equivalents include 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.
Derivative instruments - The Delhi Group engages in commodity risk
management activities within the normal course of its business as
an end-user of derivative instruments (Note 22, page D-16).
Management is authorized to manage exposure to price fluctuations
related to the purchase or sale of natural gas and natural gas
liquids through the use of a variety of derivative financial and
nonfinancial instruments. Derivative financial instruments require
settlement in cash and include such instruments as over-the-counter
(OTC) commodity swap agreements and OTC commodity options.
Derivative nonfinancial instruments require or permit settlement by
delivery of commodities and include exchange-traded commodity
futures contracts and options. At times, derivative positions are
closed, prior to maturity, simultaneous with the underlying
physical transaction and the effects are recognized in income
accordingly. The Delhi Group's practice does not permit derivative
positions to remain open if the underlying physical market risk has
been removed. Changes in the market value of derivative instruments
are deferred, including both closed and open positions, and are
subsequently recognized in income, as sales or cost of sales, in
the same period as the underlying transaction. OTC swaps are off-
balance-sheet instruments. The effect of changes in the market
indices related to OTC swaps are recorded and recognized in income
with the underlying transaction. The margin receivable accounts
required for open commodity contracts reflect changes in the market
prices of the underlying commodity and are settled on a daily
basis. Premiums on all commodity-based option contracts are
initially based on the amount paid or received; the options' market
value is subsequently recorded as a receivable or payable, as
appropriate.
Forward currency contracts are used to manage currency risks
related to USX attributed debt denominated in a foreign currency.
Gains or losses related to firm commitments are deferred and
included with the underlying transaction; all other gains or losses
are recognized in income in the current period as interest income
or expense, as appropriate. Net contract values are included in
receivables or payables, as appropriate.
Recorded deferred gains or losses are reflected within other
noncurrent assets or deferred credits and other liabilities. Cash
flow from the use of derivative instruments are reported in the
same category as the hedged item in the statement of cash flows.
Long-lived assets - 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.
The Delhi Group evaluates impairment of its long-lived assets on
an individual asset basis or by logical groupings of assets. Assets
deemed to be impaired are written down to their fair value,
including any related goodwill, using discounted future cash flows
and, if available, comparable market value analysis.
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.
Reclassifications - Certain reclassifications of prior years' data
have been made to conform to 1996 classifications.
D-8
- --------------------------------------------------------------------------------
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 Delhi Group, the Marathon Group and the U. S.
Steel 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 8, page D-11,
for the Delhi Group's portion of USX's financial activities
attributed to all three groups. However, transactions such as
leases, certain collateralized financings, certain indexed debt
instruments, 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 and 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. The costs allocated to the Delhi Group were
$2.0 million in 1996 and 1995, and $1.7 million in 1994, and
primarily consist of employment costs including pension effects,
professional services, facilities and other related costs
associated with corporate activities.
Common stock transactions - The proceeds from issuances of Delhi
Stock representing shares attributable to the Retained Interest,
prior to June 15, 1995, were 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, prior to June 15, 1995, was 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 were credited, and the Delhi Group financial
statements were 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 and
various tax credits), 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. To the extent
that one of the three groups is allocated a consolidated tax
attribute which, as a result of expiration or otherwise, is not
ultimately utilized on the consolidated tax return, the prior
years' allocation of such attribute is adjusted such that the
effect of the expiration is borne by the group that generated the
attribute. Also, if a tax attribute cannot be utilized on a
consolidated basis in the year generated 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. As a result, 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.
D-9
- --------------------------------------------------------------------------------
4. Restructuring Charges (Credits)
In 1994, the planned disposition of certain nonstrategic gas
gathering and processing assets and other investments resulted in a
$37.4 million charge to operating income and a $2.5 million charge
to other income for the write-down of assets to their estimated net
realizable value. Disposition of these assets was completed in 1995
at higher than anticipated sales proceeds, resulting in a $6.2
million credit to operating income and a $5.0 million credit to
other income.
5. Other Items
(In millions) 1996 1995 1994
- ---------------------------------------------------------------------------------------------
Cost of sales included:
Gas purchases $925.7 $561.7 $469.1
Operating expenses 41.3 40.0 46.8
------ ------ ------
Total $967.0 $601.7 $515.9
- ---------------------------------------------------------------------------------------------
Other income (loss):
Income from affiliates - equity method $ .2 $ .4 $ .7
Restructuring (charge) credit (Note 4, page D-10) - 5.0 (2.5)
Other .1 - .1
------ ------ ------
Total $ .3 $ 5.4 $ (1.7)
- ---------------------------------------------------------------------------------------------
Interest and other financial costs/(a)/:
Interest incurred $(16.1) $(10.4) $ (7.2)
Financial costs on preferred stock of subsidiary (1.0) (.6) (.3)
Expenses on sales of accounts receivable (Note 17, page D-14) (2.9) (3.7) (3.3)
Amortization of discounts (.5) (.6) (.8)
Other (.2) (.4) (.2)
------ ------ ------
Total $(20.7) $(15.7) $(11.8)
- ---------------------------------------------------------------------------------------------
/(a)/ See Note 3, page D-9, for discussion of USX interest and
other financial costs attributable to the Delhi Group.
- --------------------------------------------------------------------------------
6. Extraordinary Loss
On December 30, 1996, USX irrevocably called for redemption on
January 30, 1997, $120 million of debt, resulting in an
extraordinary loss to the Delhi Group of $.5 million, net of a $.3
million income tax benefit. In 1995, USX extinguished $553 million
of debt prior to maturity, which resulted in an extraordinary loss
to the Delhi Group of $.3 million, net of a $.1 million income tax
benefit.
- --------------------------------------------------------------------------------
7. 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 1996 1995 1996 1995
- --------------------------------------------------------------------------------------------------------------------
Debt attributed to all three groups/(b)/ $220.6 $202.7 $3,949 $4,810
Less unamortized discount 1.4 1.9 25 47
Less amount due within one year 16.5 18.8 309 460
------ ------ ------ ------
Total long-term debt attributed to all three groups $202.7 $182.0 $3,615 $4,303
- --------------------------------------------------------------------------------------------------------------------
/(a)/ See Note 16, page U-20, 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-9; 8, page D-11; and 9, page D-11).
D-10
- --------------------------------------------------------------------------------
8. Financial Activities Attributed to All Three Groups
The following is Delhi Group's portion of USX's financial
activities attributed to all groups based on their respective cash
flows as described in Note 3, page D-9.
Delhi Group Consolidated USX/(a)/
--------------- ---------------------
(In millions) December 31 1996 1995 1996 1995
- -----------------------------------------------------------------------------------------------------------
Cash and cash equivalents $.4 $1.9 $ 8 $ 47
Receivables/(b)/ - 3.0 - 73
Long-term receivables/(b)/ .9 1.2 16 29
Other noncurrent
assets/(b)/ .4 .3 8 8
------ ------ ------- --------
Total assets $1.7 $6.4 $ 32 $ 157
- -----------------------------------------------------------------------------------------------------------
Notes payable $4.3 $1.6 $ 80 $ 40
Accounts payable - 1.9 2 46
Accrued interest 5.3 4.9 98 119
Long-term debt due within one year (Note 7, page D-10) 16.5 18.7 309 460
Long-term debt (Note 7,
page D-10) 202.7 182.1 3,615 4,303
Preferred stock of
subsidiary 3.8 3.8 250 250
------ ------ ------- --------
Total liabilities $232.6 $213.0 $4,354 $5,218
- -----------------------------------------------------------------------------------------------------------
Delhi Group/(c)/ Consolidated USX
---------------------------------- --------------------------------
(In millions) 1996 1995 1994 1996 1995 1994
- -----------------------------------------------------------------------------------------------------------
Net interest and other
financial costs (Note 5,
page D-10) $(17.5) $(11.6) $(8.3) $ (376) $ (439) $ (471)
- -----------------------------------------------------------------------------------------------------------
/(a)/ For details of USX long-term debt and preferred stock of subsidiary, see
Notes 16, page U-20; and 26, page U-25, respectively, to the USX
consolidated financial statements.
/(b)/ Primarily reflects forward currency contracts used to manage currency
risks related to USX debt and interest denominated in a foreign currency.
/(c)/ The Delhi Group's net interest and other financial costs reflect weighted
average effects of all financial activities attributed to all three
groups.
- --------------------------------------------------------------------------------
9. Supplemental Cash Flow Information
(In millions) 1996 1995 1994
- -----------------------------------------------------------------------------------------------------------
Cash used in operating activities included:
Interest and other financial costs paid $ (19.7) $ (17.2) $ (11.2)
Income taxes paid, including settlements with other groups (.1) (3.0) (.5)
- -----------------------------------------------------------------------------------------------------------
USX debt attributed to all three groups - net:
Commercial paper:
Issued $ 1,422 $ 2,434 $ 1,515
Repayments (1,555) (2,651) (1,166)
Credit agreements:
Borrowings 10,356 4,719 4,545
Repayments (10,340) (4,659) (5,045)
Other credit arrangements - net (36) 40 -
Other debt:
Borrowings 78 52 509
Repayments (705) (440) (791)
-------- ------- -------
Total $ (780) $ (505) $ (433)
-----------------------------------------------------------------------------------------------------------
Delhi Group activity $ 20 $ 98 $ (5)
Marathon Group activity (769) (204) (371)
U. S. Steel Group activity (31) (399) (57)
-------- ------- -------
Total $ (780) $ (505) $ (433)
- -----------------------------------------------------------------------------------------------------------
Noncash investing and financing activities:
Acquisition of assets - debt issued $ 1.8 $ - $ -
- -----------------------------------------------------------------------------------------------------------
D-11
- --------------------------------------------------------------------------------
10. Pensions
The Delhi Group has a noncontributory defined benefit plan 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.
Pension cost (credit) - The defined benefit cost for 1996, 1995 and
1994 was determined assuming an expected long-term rate of return
on plan assets of 10%, 9.5% and 9%, respectively.
(In millions) 1996 1995 1994
- -------------------------------------------------------------------------------------------------------------
Cost of benefits earned during the period $ 1.9 $ 1.6 $ 1.9
Interest cost on projected benefit obligation
(7% for 1996; 8% for 1995; and 6.5% for 1994) 3.0 2.8 2.8
Return on assets - actual loss (return) (4.9) (7.5) .2
- deferred gain (loss) 2.1 4.8 (2.9)
Net amortization of unrecognized losses .3 - .2
----- ----- -----
Total periodic pension cost 2.4 1.7 2.2
Curtailment loss - - .2
----- ----- -----
Total pension cost $2.4 $ 1.7 $ 2.4
- -------------------------------------------------------------------------------------------------------------
Funds' status - The assumed discount rate used to measure the
benefit obligations was 7.5% at December 31, 1996, and 7% at
December 31, 1995. The assumed rate of future increases in
compensation levels was 4.5% at both year-ends. The following table
sets forth the plans' funded status and the amounts reported in the
Delhi Group's balance sheet:
(In millions) December 31 1996 1995
- ---------------------------------------------------------------------------------------------------------------
Reconciliation of funds' status to reported amounts:
Projected benefit obligation (PBO)/(a)/ $(39.7) $(43.7)
Plan assets at fair market value/(b)/ 33.1 30.5
------ ------
Assets less than PBO (6.6) (13.2)
Unrecognized net gain from transition (2.4) (2.7)
Unrecognized prior service cost 2.6 2.9
Unrecognized net loss (gain) (2.3) 5.5
Additional minimum liability (.3) (.1)
------ ------
Net pension liability included in balance sheet $ (9.0) $ (7.6)
- ---------------------------------------------------------------------------------------------------------------
/(a)/ PBO includes:
Accumulated benefit obligation $ 30.8 $33.6
Vested benefit obligation 29.9 32.7
/(b)/ Types of assets held:
Stocks of other corporations 69% 69%
U.S. Government securities 16% 17%
Corporate debt instruments and other 15% 14%
- ---------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
11. Inventories
(In millions) December 31 1996 1995
- -----------------------------------------------------------------------------------------------------------
Natural gas in storage $ 6.4 $ 9.4
Natural gas liquids in storage .1 .2
Materials and supplies 2.1 1.1
------ -------
Total $ 8.6 $ 10.7
- ---------------------------------------------------------------------------------------------------------------
D-12
- --------------------------------------------------------------------------------
12. 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).
Provisions (credits) for estimated income taxes were:
1996 1995 1994
-------------------------- --------------------------- -----------------------------
(In millions) Current Deferred Total Current Deferred Total Current Deferred Total
- ------------------------------------------------------------------------------------------------------------------------
Federal $.1 $ 2.8 $2.9 $ .3 $ 3.3 $ 3.6 $2.7 $(17.3) $(14.6)
State and local .3 .4 .7 1.1 (.2) .9 .6 (3.6) (3.0)
--- ----- ---- ---- ----- ----- ---- ------ ------
Total $.4 $ 3.2 $3.6 $1.4 $ 3.1 $ 4.5 $3.3 $(20.9) $(17.6)
- ------------------------------------------------------------------------------------------------------------------------
In 1996 and 1995, the extraordinary loss on extinguishment of
debt included a tax benefit of $.3 million and $.1 million,
respectively (Note 6, page D-10).
A reconciliation of federal statutory tax rate (35%) to total
provisions (credits) follows:
(In millions) 1996 1995 1994
- -----------------------------------------------------------------------------------------------------------
Statutory rate applied to income (loss) before taxes $ 3.5 $ 3.0 $(17.0)
Dispositions of subsidiary investments - 1.6 -
State and local income taxes after federal income tax effects .5 .6 (2.0)
Officers' life insurance (.4) (.3) (.2)
Adjustment of prior years' income taxes (.2) (.5) 1.2
Other .2 .1 .4
----- ------ ------
Total provisions (credits) $ 3.6 $ 4.5 $(17.6)
- -----------------------------------------------------------------------------------------------------------
Deferred tax assets and liabilities were:
(In millions) December 31 1996 1995
- -----------------------------------------------------------------------------------------------------------
Deferred tax assets $ 15.2 $ 12.5
Deferred tax liabilities (primarily relate to property, plant and equipment) 154.3 148.3
------ ------
Net deferred tax liabilities $139.1 $135.8
- -----------------------------------------------------------------------------------------------------------
The consolidated tax returns of USX for the years 1990 through
1994 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.
- --------------------------------------------------------------------------------
13. Leases
Future minimum commitments for operating leases having remaining
noncancelable lease terms in excess of one year are as follows:
Operating
(In millions) Leases
- --------------------------------------------------------------------------------
1997 $ 3.0
1998 2.7
1999 2.5
2000 2.0
2001 1.6
Later years 1.6
-----
Total minimum lease payments $13.4
- --------------------------------------------------------------------------------
Operating lease rental expense:
(In millions) 1996 1995 1994
- --------------------------------------------------------------------------------
Minimum rental $ 4.5 $ 4.6 $ 5.0
Contingent rental .8 1.2 1.1
----- ----- -----
Rental expense $ 5.3 $ 5.8 $ 6.1
- --------------------------------------------------------------------------------
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.
D-13
- --------------------------------------------------------------------------------
14. Long-Term Receivables and Investments
(In millions) December 31 1996 1995
- --------------------------------------------------------------------------------
Receivables due after one year $ 2.8 $ 4.8
Forward currency contracts .9 1.2
Equity method investments 2.0 2.2
Other .1 .1
----- -----
Total $ 5.8 $ 8.3
- --------------------------------------------------------------------------------
Summarized financial information of affiliates accounted for by the
equity method of accounting follows:
(In millions) 1996 1995 1994
- --------------------------------------------------------------------------------
Income data - year:
Revenues $ .8 $ 8.2 $20.4
Operating income .4 2.8 6.3
Net income .4 2.1 3.6
- --------------------------------------------------------------------------------
Balance sheet data - December 31:
Current assets $ .3 $ .5
Noncurrent assets 3.6 3.9
- --------------------------------------------------------------------------------
Partnership distributions received from equity affiliates were
$.4 million in 1996, $3.6 million in 1995 and $.4 million in 1994.
- --------------------------------------------------------------------------------
15. Property, Plant and Equipment
(In millions) December 31 1996 1995
- --------------------------------------------------------------------------------
Gas gathering systems $ 864.5 $799.4
Gas processing plants 123.3 119.0
Other 20.1 17.8
-------- ------
Total 1,007.9 936.2
Less accumulated depreciation, depletion and amortization 452.6 433.9
-------- ------
Net $ 555.3 $502.3
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
16. Intergroup Transactions
Sales and purchases - Delhi Group sales to the Marathon Group
totaled $9.2 million, $6.1 million and $4.1 million in 1996, 1995
and 1994, respectively. Delhi Group purchases from the Marathon
Group totaled $66.3 million, $37.0 million and $41.6 million in
1996, 1995 and 1994, respectively. At December 31, 1996 and 1995,
Delhi Group trade receivables included $1.8 million and $.9
million, respectively, related to transactions with the Marathon
Group. At December 31, 1996 and 1995, Delhi Group trade payables
included $15.9 million and $6.0 million, respectively, related to
transactions with the Marathon Group. These transactions were
conducted on an arm's-length basis.
Income taxes receivable from/payable to other groups - At December
31, 1996 and 1995, amounts receivable from/payable to other groups
for income taxes were included in the balance sheet as follows:
(In millions) December 31 1996 1995
- --------------------------------------------------------------------------------
Current:
Receivables $ 1.3 $.3
Accounts payable 1.2 .1
Noncurrent:
Deferred credits and other liabilities 1.6 -
- --------------------------------------------------------------------------------
These amounts have been determined in accordance with the tax
allocation policy described in Note 3, page D-9. Amounts classified
as current are settled in cash in the year succeeding that in which
such amounts are accrued. Noncurrent amounts represent estimates of
intergroup tax effects of certain issues for years that are still
under various stages of audit and administrative review. Such tax
effects are not settled among the groups until the audit of those
respective tax years is closed. The amounts ultimately settled for
open tax years will be different than recorded noncurrent amounts
based on the final resolution of all of the audit issues for those
years.
- --------------------------------------------------------------------------------
17. Sales of Receivables
The Delhi Group participates in an agreement (the program) to sell
an undivided interest in 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 short-term market
rates, is transferred to the buyers. At December 31, 1996, the
amount sold under the program that had not been collected was $50.0
million, which will be forwarded to the buyers at the end of the
agreement in 1997, or in the event of earlier contract termination.
If the Delhi Group does not have a sufficient quantity of eligible
accounts receivable to reinvest in for the buyers, the size
D-14
of the program will be reduced accordingly. The amount sold under
the current and prior programs averaged $50.0 million, $56.5
million and $72.5 million for the years 1996, 1995 and 1994,
respectively. The buyers have rights to a pool of receivables that
must be maintained at a level of at least 110% of the program size.
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.
- --------------------------------------------------------------------------------
18. Stockholders' Equity
(In millions, except per share data) 1996 1995 1994
- -----------------------------------------------------------------------------------------------------
Preferred stock:
Balance at beginning of year $ - $ 2.5 $ 2.5
Redeemed - (2.5) -
------ ------ ------
Balance at end of year $ - $ - $ 2.5
- -----------------------------------------------------------------------------------------------------
Common stockholders' equity (Note 3, page D-9):
Balance at beginning of year $112.2 $169.3 $203.0
Net income (loss) 5.9 3.7 (30.9)
Elimination of Marathon Group Retained Interest (Note 1, page D-7) - (58.2) -
Dividends on Delhi Stock (per share $.20) (1.9) (1.8) (1.8)
Dividends on preferred stock - (.2) (.1)
Payment attributed to Retained Interest (Note 3, page D-9) - (.5) (1.0)
Deferred compensation adjustments - (.1) .1
------ ------ ------
Balance at end of year $116.2 $112.2 $169.3
- -----------------------------------------------------------------------------------------------------
Total stockholders' equity $116.2 $112.2 $171.8
- -----------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
19. 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 any Group, as
well as dividends and distributions on any class of USX Common
Stock or series of preferred stock and repurchases of any class of
USX Common Stock or series of preferred stock at prices in excess
of par or stated value, will reduce the funds of USX legally
available for payment of dividends on all classes of 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, 1996, the
Available Delhi Dividend Amount was at least $106.7 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.
- --------------------------------------------------------------------------------
20. 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
Directors' 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.
Primary net income (loss) per share is calculated by adjusting
net income (loss) for dividend requirements of preferred stock and
income (loss) that was 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, where applicable.
Fully diluted net income (loss) per share assumes exercise of
stock options, provided the effect is not antidilutive.
D-15
- --------------------------------------------------------------------------------
21. Stock-Based Compensation Plans and Stockholder Rights Plan
USX Stock-Based Compensation Plans and Stockholder Rights Plan are
discussed in Note 21, page U-22, and Note 25, page U-25,
respectively, to the USX consolidated financial statements.
During 1996, USX adopted SFAS No. 123, Accounting for Stock-
Based Compensation and elected to continue to follow the accounting
provisions of APB No. 25, as discussed in Note 1, page U-11, to the
USX consolidated financial statements. The Delhi Group's actual
stock-based compensation expense was $.3 million in 1996 and $.1
million in 1995 and 1994. Incremental compensation expense, as
determined under SFAS No. 123, was not material. Therefore, pro
forma net income and earnings per share data have been omitted.
- --------------------------------------------------------------------------------
22. Derivative Instruments
The Delhi Group uses commodity-based derivative instruments to
manage exposure to price fluctuations related to the anticipated
purchase and sale of natural gas and natural gas liquids. The
derivative instruments used, as a part of an overall risk
management program, include exchange-traded futures contracts and
options, and instruments which require settlement in cash such as
OTC commodity swaps and OTC options. While risk management
activities generally reduce market risk exposure due to unfavorable
commodity price changes for raw material purchases and products
sold, such activities can also encompass strategies which assume
certain price risk in isolated transactions.
USX has used forward currency contracts to hedge foreign
denominated debt, a portion of which has been attributed to the
Delhi Group.
The Delhi Group remains at risk for possible changes in the
market value of the derivative instrument; however, such risk
should be mitigated by price changes in the underlying hedged item.
The Delhi Group is also exposed to credit risk in the event of
nonperformance by counterparties. The credit worthiness of
counterparties is subject to continuing review, including the use
of master netting agreements to the extent practical, and full
performance is anticipated.
The following table sets forth quantitative information by class
of derivative instrument:
Fair Carrying Recorded
Value Amount Deferred Aggregate
Assets Assets Gain or Contract
(In millions) (Liabilities)/(a)/ (Liabilities) (Loss) Values/(b)/
- -------------------------------------------------------------------------------------------------------------------
December 31, 1996:
Exchange-traded commodity futures $ - $ - $ (.1) $10.5
Exchange-traded commodity options - - (.5) 3.3
OTC commodity swaps/(c)/ (.1)/(d)/ - - 38.9
OTC commodity options .7 .7 .7 3.8
------ -------- ----- -----
Total commodities $ .6 $ .7 $ .1 $56.5
------ -------- ----- -----
Forward currency contract/(e)/:
- receivable $ 1.0 $ .9 $ - $ 3.1
- payable - - - .5
------ -------- ----- -----
Total currencies $ 1.0 $ .9 $ - $ 3.6
- -------------------------------------------------------------------------------------------------------------------
December 31, 1995:
Exchange-traded commodity futures $ - $ - $(2.2) $ 4.1
OTC commodity swaps (.3)/(d)/ - - 9.1
------ -------- ----- -----
Total commodities $ (.3) $ - $(2.2) $13.2
------ -------- ----- -----
Forward currency contracts:
- receivable $ 4.2 $ 4.1 $ - $ 7.5
- -------------------------------------------------------------------------------------------------------------------
/(a)/ The fair value amounts for OTC positions are based on various indices or
dealer quotes. The fair value amounts for currency contracts are based on
dealer quotes of forward prices covering the remaining duration of the
foreign exchange contract. The exchange-traded instruments do not have a
corresponding fair value since changes in the market prices of futures or
option contracts are settled on a daily basis.
/(b)/ Contract or notional amounts do not quantify risk exposure, but are used
in the calculation of cash settlements under the contracts. The contract
or notional amounts do not reflect the extent to which positions may
offset one another.
/(c)/ The OTC swap arrangements vary in duration with certain contracts
extending up to one year.
/(d)/ Includes fair value for assets of $.6 million as of December 31, 1996,
and fair values for liabilities at December 31, 1996 and 1995, of $(.7)
million and $(.3) million, respectively.
/(e)/ The forward currency contract matures in 1998.
D-16
- --------------------------------------------------------------------------------
23. 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, excluding derivative financial
instruments disclosed in Note 22, page U-16, by individual balance
sheet account. As described in Note 3, page U-9, 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:
1996 1995
------------------ ------------------
Fair Carrying Fair Carrying
(In millions) December 31 Value Amount Value Amount
- -------------------------------------------------------------------------------------------------------
Financial assets:
Cash and cash equivalents $ .4 $ .4 $ 1.9 $ 1.9
Receivables 131.3 131.3 93.5 93.5
------ ------ ------ ------
Total financial assets $131.7 $131.7 $ 95.4 $ 95.4
Financial liabilities:
Notes payable $ 4.3 $ 4.3 $ 1.6 $ 1.6
Accounts payable 196.3 196.3 137.6 137.6
Accrued interest 5.3 5.3 4.9 4.9
Long-term debt (including amounts due within one year) 233.1 219.2 216.4 200.8
------ ------ ------ ------
Total financial liabilities $439.0 $425.1 $360.5 $344.9
- -------------------------------------------------------------------------------------------------------
Fair value of financial instruments classified as current assets
or liabilities approximates 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.
In addition to certain derivative financial instruments
disclosed in Note 22, page U-16, 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 because there
are no quoted market prices for transactions which are similar in
nature. For details relating to sales of receivables see Note 17,
page U-14.
- --------------------------------------------------------------------------------
24. Contingencies and Commitments
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 as 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.
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 1996 and 1995, such
capital expenditures totaled $9.0 million and $5.5 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.
Commitments -
At December 31, 1996, and December 31, 1995, contract
commitments for the Delhi Group's capital expenditures for
property, plant and equipment totaled $4.4 million and $9.3
million, respectively.
D-17
Selected Quarterly Financial Data (Unaudited)
1996 1995
(In millions, except per ------------------------------------------------- ------------------------------------------------------
share data) 4th Qtr. 3rd Qtr. 2nd Qtr. 1st Qtr. 4th Qtr. 3rd Qtr. 2nd Qtr. 1st Qtr.
- ------------------------------------------------------------------------------------------------------------------------------------
Revenues $ 318.5 $ 247.8/(a)/ $ 217.4/(a)/ $ 277.6/(a)/ $ 233.1/(a)/ $ 152.8/(a)/ $ 143.5/(a)/ $ 141.1/(a)/
Operating income (loss) 15.3 3.2 3.4 8.5 6.3 (2.0) 4.9 9.6/(a)/
Operating costs include:
Restructuring credits - - - - - - (6.2) -
Income (loss) before
extraordinary loss 6.4 (1.2) (1.2) 2.4 1.6 (4.1) 2.3 4.2
Net income (loss) 5.9 (1.2) (1.2) 2.4 1.5 (4.3) 2.3 4.2
- ------------------------------------------------------------------------------------------------------------------------------------
Delhi Stock data:
- -----------------
Income (loss) before
extraordinary loss
applicable to Delhi Stock $ 6.4 $ (1.2) $ (1.2) $ 2.4 $ 1.6 $ (4.2) $ 1.2 $ 2.8
- Per share: primary and
fully diluted .68 (.14) (.12) .25 .17 (.44) .12 .30
Dividends paid per share .05 .05 .05 .05 .05 .05 .05 .05
Price range of Delhi
Stock/(b)/:
- Low 12-1/8 11-1/2 11-3/8 10 8-5/8 9-3/4 9-1/4 8
- High 16-5/8 14-3/4 14-5/8 12-3/8 10-5/8 11-7/8 13-1/8 10-1/8
- ------------------------------------------------------------------------------------------------------------------------------------
/(a)/ Reclassified to conform to current classifications.
/(b)/ Composite tape.
Principal Unconsolidated Affiliate (Unaudited)
December 31, 1996
Company Country Ownership Activity
- ------------------------------------------------------------------------------------------------------------------------------------
Laredo-Nueces Pipeline Company United States 50% Natural Gas Transmission
- ------------------------------------------------------------------------------------------------------------------------------------
D-18
Five-Year Operating Summary
1996 1995 1994 1993 1992
- ------------------------------------------------------------------------------------------------------------------------------------
Sales Volumes
Natural gas throughput (millions of cubic feet per day)
Gas sales 543.5 567.0 624.5 556.7 546.4
Transportation 454.5 300.5 271.4 322.1 282.6
------------------------------------------------
Total systems throughput 998.0 867.5 895.9 878.8 829.0
Trading sales 559.1 423.9 94.7 - -
Partnerships - equity share/(a)(b)/ - 5.2 19.6 17.9 27.8
------------------------------------------------
Total sales volumes 1,557.1 1,296.6 1,010.2 896.7 856.8
NGLs sales
Thousands of gallons per day 790.7 792.5 755.7 772.5 714.2
- ------------------------------------------------------------------------------------------------------------------------------------
Gross Unit Margin ($/mcf)/(c)/ $ 0.24 $ 0.23 $ 0.31 $ 0.46 $ 0.48
- ------------------------------------------------------------------------------------------------------------------------------------
Pipeline Mileage (including partnerships)
Arkansas/(a)/ - - 349 362 377
Colorado/(d)/ - - - - 91
Kansas/(e)/ - - - 164 164
Louisiana/(e)/ - - - 141 141
Oklahoma/(a)(e)/ 2,916 2,820 2,990 2,908 2,795
Texas/(b)(e)/ 4,444 4,110 4,060 4,544 4,811
------------------------------------------------
Total 7,360 6,930 7,399 8,119 8,379
- ------------------------------------------------------------------------------------------------------------------------------------
Plants - operating at year-end
Gas processing 16 15 15 15 14
Sulfur 6 6 6 3 3
- ------------------------------------------------------------------------------------------------------------------------------------
Dedicated Gas Reserves - year-end (billions of cubic feet)
Beginning of year 1,743 1,650 1,663 1,652 1,643
Additions 611 455 431 382 273
Production (365) (317) (334) (328) (307)
Revisions/Asset Sales - (45) (110) (43) 43
------------------------------------------------
Total 1,989 1,743 1,650 1,663 1,652
- ------------------------------------------------------------------------------------------------------------------------------------
/(a)/ In 1995, the Delhi Group sold its 25% interest in Ozark Gas Transmission
System.
/(b)/ In 1993, the Delhi Group sold its 25% interest in Red River Pipeline.
/(c)/ Amounts have been reclassified to conform to 1996 classifications.
/(d)/ In 1993, the Delhi Group sold its pipeline systems located in Colorado.
/(e)/ In 1994, the Delhi Group sold certain pipeline systems associated with
the planned disposition of nonstrategic assets.
D-19
The Delhi Group
Management's Discussion and Analysis
The Delhi Group ("Delhi") includes Delhi Gas Pipeline
Corporation ("DGP") and certain other subsidiaries of USX
Corporation ("USX"), which are engaged in the purchasing,
gathering, processing, treating, 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 Delhi Group's operating results are mainly affected by
fluctuations in natural gas and natural gas liquids prices, and
demand levels in the markets that it serves. In 1996, revenues and
gross margins were substantially higher due to the increase in
natural gas and natural gas liquids prices, and increased systems
volumes reflecting the expanded capital spending program.
Certain sections of Management's Discussion and Analysis include
forward-looking statements concerning trends or events potentially
affecting the businesses of the Delhi Group. These statements
typically contain words such as "anticipates", "believes",
"estimates", "expects" or similar words indicating that future
outcomes are uncertain. In accordance with "safe harbor" provisions
of the Private Securities Litigation Reform Act of 1995, these
statements are accompanied by cautionary language identifying
important factors, though not necessarily all such factors, that
could cause future outcomes to differ materially from those set
forth in forward-looking statements.
Management's Discussion and Analysis of Income
Revenues for each of the last three years were:
(Dollars in millions) 1996 1995 1994
---------------------------------------------------------------
Gas sales and trading $ 917.8 $572.0 $490.9
Transportation 17.5 11.7 11.7
Gas processing 97.3 70.4 64.1
Gathering service fees/(a)/ 23.1 16.0 17.4
Other/(b)/ 5.6 .4 1.0
-------- ------ ------
Total revenues $1,061.3 $670.5 $585.1
---------------------------------------------------------------
/(a)/ Prior to 1996, Delhi reported natural gas treating,
dehydration, compression and other service fees as a
reduction to cost of sales. Beginning with 1996, these
fees are reported as revenue; accordingly, amounts for
prior years have been reclassified.
/(b)/ Amounts in 1995 and 1994 were reclassified in 1996 to
include gains and losses on disposal of operating assets.
Prior to reclassification, these gains and losses were
included in other income.
The increase in 1996 revenues from 1995 was mainly due to higher
natural gas and natural gas liquids ("NGLs") prices. The increase
in 1995 revenues from 1994 primarily reflected increased trading
sales volumes, partially offset by lower average prices for natural
gas.
D-20
Management's Discussion and Analysis continued
Operating income and certain items included in operating income
for each of the last three years were:
(Dollars in millions) 1996 1995 1994
------------------------------------------------------------------------------
Operating income (loss)/(a)/ $30.4 $18.8 $(35.0)
Less: Certain favorable (unfavorable) items
Effects of restructuring/(b)/ - 6.2 (37.4)
Employee reorganization charges/(c)/ - - (1.7)
Settlement of take-or-pay claims - - 1.6
Other employment-related costs - - (2.0)
----- ----- ------
Subtotal - 6.2 (39.5)
----- ----- ------
Operating income adjusted to exclude above items $30.4 $12.6 $ 4.5
------------------------------------------------------------------------------
/(a)/ Amounts in 1995 and 1994 were reclassified in 1996 to
include gains and losses on disposal of operating assets.
Prior to reclassification, these gains and losses were
included in other income.
/(b)/ Related to the planned disposition of certain nonstrategic
gas gathering and processing assets.
/(c)/ Primarily related to employee costs associated with a work
force reduction program.
Adjusted operating income increased $17.8 million in 1996,
primarily due to higher unit margins for both gas sales and gas
processing, and increased gathering service fees and transportation
throughput. These were partially offset by decreased gas sales
volumes, increased selling, general and administrative ("SG&A")
expenses and increased depreciation, depletion and amortization
("DD&A"). In 1995, adjusted operating income increased $8.1 million
from 1994, mainly due to reduced operating expenses and improved
gas processing operations, partially offset by a lower gas sales
and trading margin. The reduction in operating expenses primarily
reflected the effects of the 1994 restructuring plan and work force
reduction program.
Other income of $5.4 million in 1995 included a $5.0 million
favorable adjustment on the sale of the Delhi Group's 25 percent
partnership interest in Ozark Gas Transmission System ("Ozark")
which was included in the 1994 restructuring plan. Other loss of
$1.7 million in 1994 included a $2.5 million restructuring charge
relating to Ozark, partially offset by $0.7 million income from
affiliates.
Interest and other financial costs increased by $5.0 million in
1996 and $3.9 million in 1995 mainly due to increased debt levels,
primarily reflecting the additional debt associated with the 1995
elimination of the Marathon Group's Retained Interest, and capital
expenditures in excess of cash provided from operating activities.
On June 15, 1995, USX eliminated the Marathon Group's Retained
Interest in the Delhi Group (equivalent to 4,564,814 shares of USX
-- Delhi Group Common Stock). This was accomplished through a
reallocation of assets and a corresponding adjustment to debt and
equity attributed to the Marathon and Delhi Groups. The transfer
was made at a price of $12.75 per equivalent share, or an aggregate
value of $58.2 million. The Audit Committee of the USX Board of
Directors approved the transaction with the advice of two
nationally recognized investment banking firms who negotiated the
per-share price and rendered opinions to the Audit Committee that
such price was fair from a financial point of view to the
respective groups and shareholders. As a result of the elimination,
the Delhi Group's debt was increased by $58.2 million, and its
equity decreased by the same amount.
D-21
Management's Discussion and Analysis continued
The provision for estimated income taxes in 1995 included a
$1.6 million unfavorable effect associated with the sale of the
Delhi Group's partnership interest in Ozark. For additional
information, see Note 12 to the Delhi Group Financial Statements.
An extraordinary loss on extinguishment of debt of $0.5 million
and $0.3 million was recorded in 1996 and 1995, respectively,
representing the portion of the loss on early extinguishment of USX
debt attributed to the Delhi Group. For additional information, see
Note 6 to the Delhi Group Financial Statements.
Net income was $5.9 million in 1996, compared to $3.7 million in
1995 and a net loss of $30.9 million in 1994. The changes in net
income primarily reflect the factors discussed above.
Management's Discussion and Analysis of Financial Condition, Cash Flows and
Liquidity
Current assets and current liabilities increased $36.4 million
and $58.1 million, respectively, from year-end 1995 to year-end
1996. The increases primarily reflect higher receivables and
accounts payable balances at year-end 1996, resulting from higher
prices for both natural gas sales and purchases.
Total long-term debt and notes payable at December 31, 1996, was
$223.5 million. The $21.1 million increase from year-end 1995
mainly reflects additional debt necessary to finance capital
expenditures. Virtually all of the debt is a direct obligation of,
or is guaranteed by, USX.
Net cash provided from operating activities increased $59.6
million from 1995. Cash flows in 1995 included a $4.4 million
payment, representing the Delhi Group's share of the amortized
discount on USX's zero coupon debentures. Excluding this item, 1996
operating cash flows increased $55.2 million from 1995. The
improvement primarily reflected positive changes in working capital
in 1996, while 1995 included the unfavorable working capital
effects of a change in the sale of receivables program.
Capital expenditures were $80.6 million in 1996, compared with
$50.0 million in 1995 and $32.1 million in 1994. Expenditures in
1996 included a major expansion of treating, gathering, and
transmission facilities in east Texas to service the Cotton Valley
Pinnacle Reef gas play, expansion of gathering systems in Oklahoma,
primarily to service the Carter Knox field area, and the
acquisition of pipeline and processing assets in west Texas, all of
which enabled the Delhi Group to connect additional dedicated
natural gas reserves. Dedicated natural gas reserves are reserves
typically associated with third-party wells, to be purchased or
transported by Delhi. Additions to the Delhi Group's dedicated gas
reserves totaled 611 billion cubic feet ("bcf"), 455 bcf and 431
bcf in 1996, 1995 and 1994, respectively. Net increases in
dedicated gas reserves were 246 bcf and 93 bcf in 1996 and 1995,
respectively. In 1994 dedicated gas reserves had a net decrease of
13 bcf. Expenditures in 1995 included the purchase of gathering
systems in Oklahoma and an interchange header in west Texas.
Expenditures in all three years included amounts for improvements
to and upgrades of existing facilities. Contract commitments for
capital expenditures at year-end 1996 were $4.4 million, compared
to $9.3 million at year-end 1995.
D-22
Management's Discussion and Analysis continued
Capital expenditures for 1997 are expected to be approximately
$75 million. The Delhi Group will continue to target additional
expenditures to add new dedicated gas reserves, expand and improve
existing facilities and acquire new facilities as opportunities
arise in its core operating areas of Texas and Oklahoma. Future
capital expenditures can be affected by changes in the price and
demand for natural gas, levels of cash flows from operations, the
success and level of drilling activity by producers, severe weather
conditions or natural disasters, or unforeseen operating
difficulties, which could delay the timing of completion of
particular capital projects.
Cash from disposal of assets was $0.6 million in 1996, compared
with $12.7 million in 1995 and $11.8 million in 1994. Proceeds in
1995 and 1994 included $11.0 million and $10.6 million,
respectively, from the sales of assets included in the 1994
restructuring plan.
Financial obligations increased by $19.7 million in 1996,
primarily reflecting the increased level of capital spending. These
obligations consist of the Delhi Group's portion of USX debt and
preferred stock of a subsidiary attributed to all three groups. For
discussion of USX financing activities attributed to all three
groups, see USX Consolidated Management's Discussion and Analysis
of Financial Condition, Cash Flows and Liquidity.
Derivative Instruments
In the normal course of its business, the Delhi Group is exposed
to market risk, or uncertainty in operating results from
fluctuating prices of natural gas purchases or sales and NGLs sales
and their associated feedstock costs. The Delhi Group uses
commodity-based derivative instruments such as exchange-traded
futures contracts and options and over-the-counter ("OTC")
commodity swaps and options to manage its exposure to market risk.
These instruments are utilized mainly on a short-term basis, with
most positions opened and closed within a month's business. The
Delhi Group engages in derivative activities only as a hedging
mechanism to protect margins and does not engage in speculative
trading. As a result, changes in the fair value of derivative
instruments are generally offset by price changes in the underlying
natural gas transaction.
While commodity-based derivative instruments are generally used
to reduce risks from unfavorable natural gas price movements, they
may also limit the opportunity to benefit from favorable movements.
The Delhi Group's exchange-traded derivative activities are
conducted primarily on the New York Mercantile Exchange ("NYMEX")
and Kansas City Board of Trade. For quantitative information
relating to derivative instruments, including aggregate contract
values, and fair values where appropriate, see Note 22 to the Delhi
Group Financial Statements.
The Delhi Group is subject to basis risk, caused by factors that
affect the relationship between commodity futures prices reflected
in derivative instruments and the cash market price of the
underlying commodity. Natural gas transaction prices are frequently
based on industry reference prices that may vary from prices
experienced in local markets. For example, NYMEX contracts for
natural gas are priced at Louisiana's Henry Hub, while the
underlying quantities of natural gas may be sold elsewhere at
prices that do not move in strict correlation with futures prices.
To the extent that natural gas price changes in one region of the
United States are not reflected in other regions, the derivative
instrument may no longer provide the expected hedge,
D-23
Management's Discussion and Analysis continued
resulting in increased exposure to basis risk. These regional price
differences could yield favorable or unfavorable results. OTC
transactions are currently being used to manage exposure to a
portion of basis risk. The Delhi Group believes that substantially
all of its competitors are subject to this type of risk.
The Delhi Group is also subject to liquidity risk, caused by
timing delays in liquidating contract positions due to a potential
inability to identify a counterparty willing to accept an
offsetting position. Due to the large number of active
participants, exposure to liquidity risk is relatively low for
exchange-traded transactions.
The Delhi Group is exposed to credit risk for nonperformance of
counterparties in derivative transactions. This risk is primarily
managed through ongoing reviews of the credit worthiness of
counterparties, including the use of master netting agreements to
the extent practicable, and full performance is anticipated.
Based on a strategic approach of limiting its use of derivative
instruments to hedging activities, combined with risk assessment
procedures and internal controls in place, management believes that
its use of derivative instruments does not expose the Delhi Group
to material risk. While such use could materially affect the Delhi
Group's results of operations in particular quarterly or annual
periods, management believes that use of these instruments will not
have a material adverse effect on financial position or liquidity.
For a summary of accounting policies related to derivative
instruments, see Note 2 to the Delhi Group Financial Statements.
Liquidity
For discussion of USX's liquidity and capital resources, see USX
Consolidated Management's Discussion and Analysis of Financial
Condition, Cash Flows and Liquidity.
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 its operating facilities and its
production processes.
Delhi Group environmental expenditures for each of the last three
years were/(a)/:
(Dollars in millions) 1996 1995 1994
------------------------------------------------
Capital $ 9.0 $ 5.5 $ 4.6
Compliance
Operating & maintenance 4.2 4.3 5.5
----- ----- -----
Total $13.2 $ 9.8 $10.1
-------------------------------------------------
/(a)/ Estimated based on American Petroleum Institute survey
guidelines.
D-24
Management's Discussion and Analysis continued
The Delhi Group's environmental capital expenditures
accounted for 11% of total capital expenditures in each of 1996 and
1995 and 14% in 1994. Compliance expenditures represented less than
1% of the Delhi Group's total operating costs in each of the last
three years. Remediation expenditures were not material. Some
environmental related expenditures, while benefiting the
environment, also enhance operating efficiencies.
New or expanded environmental requirements, 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 predict accurately 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 (including operating and
maintenance and remediation) will materially increase in 1997. The
Delhi Group's capital expenditures for environmental controls are
expected to be approximately $9 million in 1997. Predictions beyond
1997 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 will be
approximately $6 million in 1998; however, actual expenditures may
vary as the number and scope of environmental projects are revised
as a result of improved technology or changes in regulatory
requirements and could increase if additional projects are
identified or additional requirements are imposed.
In 1997, USX will adopt American Institute of Certified Public
Accountants Statement of Position No. 96-1 -- "Environmental
Remediation Liabilities", which recommends that companies include
direct costs in accruals for remediation liabilities. These costs
include external legal fees applicable to the remediation effort
and internal administrative costs for attorneys and staff, among
others. Adoption could result in remeasurement of certain
remediation accruals and a corresponding charge to operating
income. USX is conducting a review of its remediation liabilities
and, at this time, is unable to project the effect, if any, of
adoption.
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 24 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
Financial Condition, Cash Flows and Liquidity.
D-25
Management's Discussion and Analysis continued
Management's Discussion and Analysis of Operations
The following discussion provides analyses of gross margin, by
principal service, and operating expenses for each of the last
three years.
Gas sales and trading gross margin, gas sales throughput and
trading sales volumes for each of the last three years were:
1996 1995 1994
-----------------------------------------------------------------------------
Gas sales and trading gross margin (millions) $ 63.1 $ 56.0 $ 70.3
Gas sales throughput (million cubic feet per day) 543.5 567.0 624.5
Trading sales volumes (million cubic feet per day) 559.1 423.9 94.7
------------------------------------------------------------------------------
The $7.1 million increase in gross margin in 1996 was the result
of higher gas sales prices and unit margins, partially offset by a
slight decrease in gas sales throughput. The decrease in gas sales
throughput in 1996 from 1995, and in 1995 from 1994, primarily
resulted from the conversion of sales volumes to transportation
volumes, and natural declines in production. Gas sales and trading
gross margin was negatively impacted by approximately $2.9 million
in 1996 due to an anomaly in market conditions related to basis
differentials. Two of the pipeline indexes which the Delhi Group
used to determine the purchase price under some gas purchase
contracts reflected prices much higher than the east Texas market
area because the index zones for these pipelines included areas
outside of Texas. This disparity resulted in gas purchase costs
that exceeded the market price for such gas and resulted in the
unfavorable impact noted above. Delhi has subsequently revised many
of their purchase contracts to utilize indexes that are more
closely related to the east Texas market.
The $14.3 million decrease in 1995 from 1994 was primarily due
to lower average natural gas prices and the August 1994 expiration
of the premium service contract with Central Power and Light
Company, a utility electric generator serving south Texas.
Natural gas sales to premium customers, those customers willing
to pay a premium to insure a reliable supply of gas, usually
produce the highest unit margins. Natural gas volumes not sold to
premium markets are typically sold on the spot market, generally at
lower average unit margins. Excluding spot and trading sales, the
Delhi Group's four largest gas sales customers, all premium
customers, accounted for 19%, 19% and 24% of its total gross margin
and 17%, 11% and 15% of its total systems throughput in 1996, 1995
and 1994, respectively. In situations where one or more of the
Delhi Group's largest customers reduces volumes taken under
existing contracts, or chooses not to renew such contracts, the
Delhi Group is adversely affected to the extent it is unable to
find alternative customers to buy gas at the same level of
profitability.
Natural gas trading sales volumes increased 32% in 1996, and
348% in 1995. Natural gas trading involves the purchase of natural
gas from sources other than wells directly connected to the Delhi
Group's systems and the subsequent sale of like volumes. The Delhi
Group's trading business was expanded substantially during 1995 in
order to increase its customer base and provide greater
opportunities for attracting off-system customers requiring firm
supply services.
D-26
Management's Discussion and Analysis continued
Although the unit margins earned on trading sales are usually
significantly less than those earned on system sales, the increased
volumes provide more flexibility in reacting to changes in on- and
off-system market demands.
The levels of gas sales gross margin for future periods are
difficult to accurately project because of fluctuations in customer
demand for premium services, competition in attracting new premium
customers and the volatility of natural gas prices. Because the
strongest demand for gas and the highest gas sales unit margins
generally occur during the winter heating season, the Delhi Group
has historically recognized the greatest portion of income from its
gas sales business during the first and fourth quarters of the
year.
Transportation gross margin and throughput for each of the last
three years were:
1996 1995 1994
---------------------------------------------------------------------------------
Transportation gross margin (millions) $ 17.5 $ 11.7 $ 11.7
Transportation throughput (million cubic feet per day) 454.5 300.5 271.4
----------------------------------------------------------------------------------
The 50% increase in gross margin in 1996 was due to higher
transportation throughput. The increase in throughput was primarily
due to additions to dedicated reserves resulting from the expansion
programs and acquisitions discussed above in Management's
Discussion and Analysis of Financial Condition, Cash Flows and
Liquidity -- Capital Expenditures, and the conversion of some gas
sales volumes to transportation volumes.
Gas processing gross margin and NGLs sales volume for each of
the last three years were:
1996 1995 1994
---------------------------------------------------------------------------
Gas processing gross margin (millions) $ 31.4 $ 24.7 $ 15.6
NGLs sales volume (thousands of gallons per day) 790.7 792.5 755.7
----------------------------------------------------------------------------
The 27% increase in gross margin in 1996 reflected an increase
in NGLs prices and unit margins. Favorable economics in 1995,
particularly in the first quarter, resulted in an increase in NGLs
sales volumes and prices from 1994.
The Delhi Group 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. The levels of gas
processing margin for future periods are difficult to project due
to fluctuations in the price and demand for NGLs and the volatility
of natural gas prices (feedstock costs). Management can reduce the
volume of NGLs extracted and sold during periods of unfavorable
economics by curtailing the extraction of certain NGLs.
Gathering service fees gross margin and systems throughput (gas
sales throughput plus transportation throughput) for each of the
last three years were:
1996 1995 1994
--------------------------------------------------------------------------
Gathering service fees gross margin (millions) $ 23.1 $ 16.0 $ 17.4
Systems throughput (million cubic feet per day) 998.0 867.5 895.9
---------------------------------------------------------------------------
D-27
Management's Discussion and Analysis continued
Prior to 1996, Delhi reported natural gas treating,
dehydration, compression and other service fees as a reduction to
cost of sales. Beginning with 1996, these fees are reported as
revenue and gross margin; accordingly, amounts for prior years have
been reclassified.
Gathering service fees gross margin increased 44% in 1996
primarily due to increased system throughput, particularly volumes
from the Cotton Valley Pinnacle Reef gas play in east Texas, of
which a significant portion required treating to become pipeline
quality gas. Also contributing to the increase was higher natural
gas sales prices, as most fees are determined as a percentage of
the gas sales price. The decline in 1995 is primarily the result of
lower natural gas prices and a slight decline in system throughput.
The Delhi Group conducts business with the USX -- Marathon Group
on an arm's-length basis. The majority of this business is
transportation and gathering services covered by long-term
agreements, most of which are subject to periodic price
adjustments. These services primarily relate to the Marathon
Group's production activities in the Cotton Valley Pinnacle Reef
area of east Texas. Delhi expects the level of intergroup business
to increase, to the extent the Marathon Group continues to be
successful in its drilling and production activities in this area.
Other operating costs (not included in gross margin) for each of
the last three years were:
(Dollars in millions) 1996 1995 1994
-------------------------------------------------------------------------------
Operating expenses (included in cost of sales)/(a)/ $ 41.3 $40.0 $ 46.8
Selling, general and administrative expenses 28.6 24.1 28.7
Depreciation, depletion and amortization 27.5 24.8 30.1
Taxes other than income taxes 7.8 7.3 8.0
Restructuring charges (credits) - (6.2) 37.4
------ ----- ------
Total $105.2 $90.0 $151.0
--------------------------------------------------------------------------------
/(a)/Prior to 1996, Delhi reported natural gas treating,
dehydration, compression and other service fees as a
reduction to cost of sales. Beginning with 1996, these fees
are reported as revenue; accordingly, amounts for prior
years have been reclassified.
Operating expenses increased $1.3 million in 1996, following a
$6.8 million decrease in 1995 from 1994. The increase in 1996 was
primarily due to higher costs as a result of expansions of existing
facilities and acquisitions of new facilities. The decrease in 1995
primarily reflected benefits of 1994 cost reduction programs.
Selling, general and administrative expenses increased in 1996,
after having decreased in 1995. The increase in 1996 was due to
higher costs primarily related to ongoing projects to convert
mainframe computer systems to client-server platforms. Also, a
change in cost allocation methods resulted in increased SG&A costs,
which were entirely offset by decreases in operating expenses. The
decrease in 1995 mainly reflected cost savings associated with the
1994 work force reduction program.
Depreciation, depletion and amortization increased in 1996,
following a decrease in 1995. The increase in 1996 reflects the
expansion programs and acquisitions discussed above in Management's
Discussion and Analysis of Financial Condition, Cash Flows and
Liquidity -- Capital Expenditures. The decrease in 1995 primarily
reflected the effects of the 1994 restructuring.
The 1995 restructuring credit represents the favorable effect of
the completion of the 1994 restructuring plan. Restructuring
charges of $37.4 million in 1994 reflect the initial write-down of
certain nonstrategic assets to estimated net realizable value in
connection with the plan.
D-28
Management's Discussion and Analysis continued
Outlook
The Delhi Group intends to continue its strategy of focusing
primarily on the expansion and increased utilization of facilities
in its core operating areas of Texas and Oklahoma, developing
downstream natural gas markets, and marketing and trading electric
power.
Delhi is in the process of a major expansion in the Cotton
Valley Pinnacle Reef gas play in east Texas. Delhi is currently the
largest gatherer of volumes in this area, with extensive pipelines
and sour gas treating facilities. Pinnacle Reef volumes purchased
or transported by Delhi increased by more than 150% from December
1995 levels, to an average monthly volume of approximately 133
million cubic feet per day ("mmcfd") in December 1996. If the
producers in this area, including the USX -- Marathon Group,
maintain the current level of successful drilling activity,
management anticipates that Delhi's average monthly volumes could
double by year-end 1997. Delhi continues to evaluate its east Texas
treating and processing facilities for potential capacity increases
as the production in this area increases. In west Texas, Delhi has
expanded its systems through the acquisition of third-party
treating, gathering and processing facilities. Delhi plans to
continue to increase its west Texas system capacity through
expansions and upgrades to the acquired facilities. Delhi's west
Texas volumes increased by more than 35%, to an average of
approximately 190 mmcfd, in 1996 from 1995 levels. As these
expansions and upgrades are completed, management expects that
these volumes could ultimately increase by as much as 100 mmcfd.
Delhi's expansion in Oklahoma has been focused primarily on the
Carter Knox field. Delhi's volumes in December 1996 were up over
150% from December 1995, to an average of approximately 33 mmcfd,
and average monthly volumes are expected to increase by as much as
50% by year-end 1997.
The Delhi Group's ability to complete anticipated expansions,
upgrades or acquisitions, and to realize the projected increases in
volumes and their related profitability, could be materially
impacted by many factors that could change the economic feasibility
of such projects. These factors include, but are not limited to,
changes in price and demand for natural gas and NGLs, the success
and level of drilling activity by producers in Delhi's primary
operating areas, the increased presence of other gatherers and
processors in these areas, the availability of capital funds,
changes in environmental or regulatory requirements, and other
unforeseen operating difficulties.
To pursue downstream natural gas markets, those end-users behind
local distribution companies, the Delhi Group opened a marketing
office in Chicago in 1995 and another in Pittsburgh in 1996. These
offices serve industrial and commercial end-users in the midwest
and northeast, where unit margins generally exceed those on the
spot market. In 1996, these offices produced revenues of
approximately $8.2 million, which are included in gas sales and
trading revenues. Delhi's ability to further penetrate these
markets could be limited by changes in demand for natural gas,
levels of competition and regulatory requirements.
D-29
Management's Discussion and Analysis continued
In June 1995, the Delhi Group received Federal Energy
Regulatory Commission approval to market wholesale electric power
and began limited trading in December 1995. Management believes
that the electric power business is a natural extension of and a
complement to its existing energy services. This added service
should eventually enable the Delhi Group to offer both gas and
electric services to those industrial and commercial customers who
can readily switch energy sources. In 1996, the marketing and
trading of electric power generated revenues of $5.1 million, on
sales of approximately 230 million megawatt hours of electricity.
Future changes in market conditions, primarily those related to
supply, demand and price, could affect Delhi's ability to increase
revenues and volumes. The Delhi Group may also pursue cogeneration
opportunities to convert its gas into electricity to capture summer
peaking premiums.
D-30
THIS PAGE IS INTENTIONALLY LEFT BLANK
D-31
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 1997 Annual Meeting of
Stockholders.
The executive officers of USX or its subsidiaries and their ages as of
February 1, 1997, are as follows:
USX - Corporate
Gretchen R. Haggerty............................ 41 Vice President & Treasurer
Robert M. Hernandez............................. 52 Vice Chairman & Chief Financial Officer
Kenneth L. Matheny.............................. 49 Vice President & Comptroller
Dan D. Sandman.................................. 48 General Counsel, Secretary and Senior Vice President-Human Resources
Terrence D. Straub.............................. 51 Vice President-Public Affairs
Thomas J. Usher................................. 54 Chairman of the Board of Directors & Chief Executive Officer
Charles D. Williams............................. 61 Vice President-Investor Relations
USX - Marathon Group
Victor G. Beghini............................... 62 Vice Chairman-Marathon Group and President-Marathon Oil Company
J. Louis Frank.................................. 60 Executive Vice President-Refining, Marketing & Transportation-Marathon Oil
Company
Carl P. Giardini................................ 61 Executive Vice President-Exploration & Production-Marathon Oil Company
Kevin M. Henning................................ 49 Vice President-Supply & Transportation-Marathon Oil Company
Ronnie S. Keisler............................... 50 Vice President-Worldwide Exploration-Marathon Oil Company
Jimmy D. Low.................................... 59 Assistant to the President
William F. Madison.............................. 54 Vice President-Technology & Business Resources-Marathon Oil Company
John V. Parziale................................ 56 Vice President-Planning-Marathon Oil Company
William F. Schwind, Jr.......................... 52 General Counsel & Secretary-Marathon Oil Company
John P. Surma................................... 42 Senior Vice President-Finance & Accounting-Marathon Oil Company
Riad N. Yammine................................. 62 President-Emro Marketing Company
USX - U. S. Steel Group
Charles G. Carson, III.......................... 54 Vice President-Environmental Affairs
John J. Connelly................................ 51 Vice President-International Business
Roy G. Dorrance................................. 51 Executive Vice President-Sheet Products
Charles C. Gedeon............................... 56 Executive Vice President-Raw Materials & Diversified Businesses
Edward F. Guna.................................. 48 Vice President-Accounting & Finance
Bruce A. Haines................................. 52 Vice President-Technology & Management Services
J. Paul Kadlic.................................. 56 Vice President-Sales
Donald M. Laws.................................. 61 General Counsel
Thomas W. Sterling, III......................... 49 Vice President-Employee Relations
Paul J. Wilhelm................................. 54 President-U. S. Steel Group
USX - Delhi Group
Albert G. Adkins................................ 49 Vice President-Finance & Accounting-Delhi Gas Pipeline Corporation
Grover G. Gradick............................... 51 Executive Vice President-Supply & Operations-Delhi Gas Pipeline Corporation
David A. Johnson................................ 50 Senior Vice President-Marketing-Delhi Gas Pipeline Corporation
David M. Kihneman............................... 48 President-Delhi Group and President-Delhi Gas Pipeline Corporation
Kenneth J. Orlowski............................. 47 Senior Vice President-Administration, General Counsel & Secretary-Delhi
Gas Pipeline Corporation
All of the executive officers have held management or professional
positions with USX or its subsidiaries for more than the past five years, with
the exception of John P. Surma, who was a partner of Price Waterhouse LLP for
more than five years prior to joining USX in 1997.
59
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 10, 1997, for the 1997 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 10, 1997, for the 1997 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 10, 1997, for the 1997 Annual Meeting of Stockholders.
60
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 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 is
provided on page 67.
B. Reports on Form 8-K
Form 8-K dated October 23, 1996, reporting under item 5, Other
Events, applicability of the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995, to USX
Corporation, the Marathon Group, the U. S. Steel Group and the
Delhi Group.
Form 8-K dated November 26, 1996, reporting under Item 5, Other
Events, the execution of an underwriting agreement relating to the
Registrant's 6-3/4% Exchangeable Notes Due February 1, 2000.
C. Exhibits
Exhibit No.
3. Articles of Incorporation and By-Laws
(a) USX Restated Certificate of
Incorporation dated November 1, 1993.............................. Incorporated by reference to Exhibit
3.1 to the USX Report on Form 10-Q
for the quarter ended September 30, 1993.
(b) USX By-Laws, effective
as of June 30, 1996.............................................. Incorporated by reference to Exhibit
3(a) to the USX Report on Form 10-Q for
the quarter ended June 30, 1996.
4. Instruments Defining the Rights of Security Holders
Including Indentures
(a) Credit Agreement dated as of
August 18, 1994, as amended by an Amended
and Restated Credit Agreement dated
August 7, 1996................................................ Incorporated by reference to Exhibit
4(a) to USX Reports on Form 10-Q for the
quarters ended September 30, 1994, and
June 30, 1996.
61
(b) Amended and Restated Rights Agreement........................ Incorporated by reference to Form 8
Amendment to Form 8-A filed on
October 5, 1992.
(c) Pursuant to 17 CFR 229.601(b)(4)(iii), instruments
with respect to long-term debt issues have been
omitted where the amount of securities authorized
under such instruments does not exceed 10% of
the total consolidated assets of USX. USX hereby
agrees to furnish a copy of any such instrument
to the Commission upon its request.
10. Material Contracts
(a) USX 1986 Stock Option Incentive Plan, As
Amended May 28, 1991............................................. Incorporated by reference to Exhibit
10(b) to the USX Form 10-K for the year
ended December 31, 1991.
(b) USX 1990 Stock Plan, As Amended May 4, 1992..................... Incorporated by reference to Annex III to
the USX Proxy Statement dated
April 13, 1992.
(c) USX Annual Incentive Compensation
Plan, As Amended March 26, 1991................................. Incorporated by reference to Exhibit
10(d) to the USX Form 10-K for the year
ended December 31, 1991.
(d) USX Senior Executive Officer Annual
Incentive Compensation Plan, As Amended
January 30, 1995................................................. Incorporated by reference to Exhibit
10(e) to the USX Form 10-K for the year
ended December 31, 1994.
(e) Marathon Oil Company Annual Incentive
Compensation Plan.................................................. Incorporated by reference to Exhibit
10(f) to the USX Form 10-K for the year
ended December 31, 1992.
(f) USX Executive Management
Supplemental Pension Program, As Amended
October 1, 1996...................................................
(g) USX Supplemental Thrift Program, As Amended
November 1, 1994.................................................. Incorporated by reference to Exhibit
10(h) to the USX Form 10-K for the year
ended December 31, 1994.
62
(h) Form of agreements Between the Corporation and
Various Officers.............................................. Incorporated by reference to Exhibit
10(h) to the USX Form 10-K for the year
ended December 31, 1995.
(i) Delhi Gas Pipeline Corporation Annual Incentive
Compensation Plan effective
January 1, 1992............................................... Incorporated by reference to Exhibit
10(i) to the USX Form 10-K for the year
ended December 31, 1995.
(j) USX Stock Appreciation Rights Plan
(Delhi Group)
(k) USX Deferred Compensation Plan
For Non-Employee Directors
effective January 1, 1997.
12.1 Computation of Ratio of Earnings to Combined Fixed Charges
and Preferred Stock Dividends
12.2 Computation of Ratio of Earnings to Fixed Charges
21. List of Significant Subsidiaries
23. Consent of Independent Accountants
27. Financial Data Schedule
63
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 7, 1997.
USX CORPORATION
By /s/ Kenneth L. Matheny
----------------------------
Kenneth L. Matheny
Vice President & Comptroller
Signature Title
--------- -----
Chairman of the Board of Directors,
/s/ Thomas J. Usher Chief Executive Officer and Director
- -------------------------------------
Thomas J. Usher
Vice Chairman & Chief Financial Officer
/s/ Robert M. Hernandez and Director
- -------------------------------------
Robert M. Hernandez
/s/ Kenneth L. Matheny Vice President & Comptroller
- -------------------------------------
Kenneth L. Matheny
/s/ Neil A. Armstrong Director
- -------------------------------------
Neil A. Armstrong
/s/ Victor G. Beghini Director
- -------------------------------------
Victor G. Beghini
Director
- --------------------------------------
Jeanette G. Brown
/s/ Charles A. Corry Director
- --------------------------------------
Charles A. Corry
/s/ Charles R. Lee Director
- --------------------------------------
Charles R. Lee
/s/ Paul E. Lego Director
- --------------------------------------
Paul E. Lego
/s/ Ray Marshall Director
- --------------------------------------
Ray Marshall
Director
- --------------------------------------
John F. McGillicuddy
/s/ John M. Richman Director
- --------------------------------------
John M. Richman
/s/ Seth E. Schofield Director
- --------------------------------------
Seth E. Schofield
/s/ John W. Snow Director
- --------------------------------------
John W. Snow
/s/ Paul J. Wilhelm Director
- --------------------------------------
Paul J. Wilhelm
/s/ Douglas C. Yearley Director
- --------------------------------------
Douglas C. Yearley
64
Glossary of Certain Defined Terms
The following definitions apply to terms used in this document:
Apollo......................... Apollo Gas Company
B&LE........................... Bessemer & Lake Erie Railroad
bcf............................ billion cubic feet
BOE............................ barrels of oil equivalent
bpd............................ barrels per day
Btus........................... British thermal units
CAA............................ Clean Air Act
Carnegie....................... Carnegie Natural Gas Company
CERCLA......................... Comprehensive Environmental Response,
Compensation, and Liability Act
CIPCO.......................... Carnegie Interstate Pipeline Company
CIPL........................... Cook Inlet Pipe Line Company
CLAM........................... CLAM Petroleum Company
CMS............................ Corrective Measures Study
Common Stock................... collectively, the three classes of
USX-Common Stock
Corporation, the............... USX Corporation
CSW............................ Central and South West Corporation
CWA............................ Clean Water Act
DD&A........................... depreciation, depletion and amortization
Delhi Stock.................... USX-Delhi Group Common Stock
Delhi.......................... The Delhi Group
DESCO.......................... Double Eagle Steel Coating Company
DGP............................ Delhi Gas Pipeline Corporation
DOE............................ Department of Energy
DOJ............................ Department of Justice
downstream..................... refining, marketing and transportation
operations
Emro........................... Emro Marketing Company
EPA............................ Environmental Protection Agency
exploratory.................... wildcat and delineation, i.e., exploratory
wells
FERC........................... Federal Energy Regulatory Commission
FOV............................ Finding of Violation
IDEM........................... Indiana Department of Environmental Management
IMD............................ Inventory Management and Distribution Company,
L.L.C.
indexed debt................... 6-3/4% Exchangeable Notes Due February 1, 2000
Kobe........................... Kobe Steel Ltd.
LDCs........................... local distribution companies
LIBOR.......................... London Interbank Offered Rate
LNG............................ liquefied natural gas
Marathon....................... Marathon Oil Company
Marathon Power................. Marathon Power Company, Ltd.
Marathon Stock................. USX-Marathon Group Common Stock
mcf............................ thousand cubic feet
MERLA.......................... Minnesota Environmental Response and
Liability Act
Minntac........................ U. S. Steel's iron ore operations at Mt. Iron,
Minn.
MIPS........................... 8-3/4% Cumulative Monthly Income Preferred
Stock
mmcfd.......................... million cubic feet per day
mmgal.......................... million gallons
MPA............................ Marine Preservation Association
65
Glossary of Certain Defined Terms (Continued)
MPCA........................... Minnesota Pollution Control Agency
MPLC........................... Marathon Pipe Line Company
NAAQs.......................... National Ambient Air Quality Standards
Nautilus....................... planned natural gas pipeline in the Gulf of
Mexico
NGA............................ Natural Gas Act of 1938
NGLs........................... natural gas liquids
NGPA........................... Natural Gas Policy Act of 1978
NOV............................ Notice of Violation
NYMEX.......................... New York Mercantile Exchange
OCAW........................... Oil, Chemical and Atomic Workers Union
off-system..................... not directly connected to Delhi's pipeline
systems
OPA-90......................... Oil Pollution Act of 1990
OTC............................ over-the-counter
Ozark.......................... Ozark Gas Transmission System
PA............................. Piltun-Astokhskoye
PaDER.......................... Pennsylvania Department of Environmental
Resources
POD............................ plan of development
POSCO.......................... Pohang Iron & Steel Co., Ltd.
Poseidon....................... Poseidon Oil Pipeline Company, L.L.C.
PRO-TEC Coating Company........ USX and Kobe joint venture which operates
hot-dip galvanizing line in Leipsic, Ohio
PRP............................ potentially responsible party; or if plural,
PRPs
RCRA........................... Resource Conservation and Recovery Act
RFG............................ reformulated gasoline
RFI............................ RCRA Facility Investigation
RI/FS.......................... Remedial Investigation and Feasibility Study
RM&T........................... refining, marketing and transportation
RMI............................ RMI Titanium Company
ROD............................ Record of Decision
RRC............................ Railroad Commission
SAGE........................... Scottish Area Gas Evacuation
Sakhalin Energy................ Sakhalin Energy Investment Company Ltd.
SEP............................ Supplemental Environmental Project
SFAS No. 121................... Accounting For the Impairment of Long-Lived
Assets and for Long-Lived Assets to be
Disposed Of
SG&A........................... selling, general and administrative
spot........................... short-term, interruptible, i.e., spot market
Steel and Related Businesses... certain businesses of the U. S. Steel Group--
production and sale of steel mill products,
coke and taconite pellets and management of
mineral resources, domestic coal mining,
engineering and consulting services and
technology licensing
Steel Stock.................... USX-U. S. Steel Group Common Stock
trading sales.................. sales of domestic natural gas purchased for
resale
Transtar....................... Transtar, Inc.
turnarounds.................... major maintenance shutdowns at refineries
U. S. Steel.................... integrated steel producer in the U.S.,
primarily engaged in production of steel
mill products, coke and taconite pellets
U. S. Steel Mining............. U. S . Steel Mining Company LLC
UEGs........................... utility electric generators
upstream....................... exploration and production operations
USS-POSCO Industries........... USX and Pohang Iron & Steel Co., Ltd., joint
venture in Pittsburg, Calif.
USS/Kobe Steel Company......... USX and Kobe Steel Ltd. joint venture in
Lorain, Ohio
USTs........................... underground storage tanks
USWA........................... United Steelworkers of America
USX............................ USX Corporation
66
Supplementary Data
Summarized Financial Information of Marathon Oil Company
- -----------------------------------------------------------------------------
Included below is the summarized financial information of Marathon Oil
Company, a wholly owned subsidiary of USX Corporation.
(In millions)
-----------
Year Ended December 31
----------------------
1996 1995 1994
---- ---- ----
Income Data:
Revenues....................................... $16,288 $13,809/(a)/ $12,856/(a)/
Operating income............................... 1,258 146/(a)/ 783/(a)/
Total income (loss) before extraordinary loss.. 618 (145) 291
Net Income (loss).............................. 608 (150) 291
December 31
-----------
1996 1995
---- ----
Balance Sheet Data:
Assets:
Current assets................................ $ 3,271 $ 2,656
Noncurrent assets............................. 7,977 8,088
------- -------
Total assets................................. $11,248 $10,744
======= =======
Liabilities and stockholder's equity:
Current liabilities........................... $ 2,197 $ 1,659
Noncurrent liabilities........................ 7,199 7,842
Stockholder's equity.......................... 1,852 1,243
------- -------
Total liabilities and stockholder's equity... $11,248 $10,744
======= =======
- ---------
(a) Reclassified to conform to 1996 classifications.
67