<PAGE> 1
FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 1994
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ------------ to ------------
USX CORPORATION
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----
(Exact name of registrant as specified in its charter)
Delaware 1-5153 25-0996816
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
600 Grant Street, Pittsburgh, PA 15219-4776
- --------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(412) 433-1121
------------------------------
(Registrant's telephone number,
including area code)
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- ----
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 of 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes..X..No.....
Common stock outstanding at October 31, 1994 follows:
USX-Marathon Group - 287,185,917 shares
USX-U. S. Steel Group - 75,830,197 shares
USX-Delhi Group - 9,437,891 shares
<PAGE> 2
USX CORPORATION
SEC FORM 10-Q
QUARTER ENDED SEPTEMBER 30, 1994
--------------------------------
INDEX Page
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PART I - FINANCIAL INFORMATION
A. Consolidated Corporation
Item 1. Financial Statements:
Consolidated Statement of Operations 4
Consolidated Balance Sheet 6
Consolidated Statement of Cash Flows 8
Selected Notes to Consolidated
Financial Statements 9
Ratio of Earnings to Combined Fixed Charges
and Preferred Stock Dividends and Ratio of
Earnings to Fixed Charges 15
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 16
Financial Statistics 22
B. Marathon Group
Item 1. Financial Statements:
Marathon Group Statement of Operations 23
Marathon Group Balance Sheet 25
Marathon Group Statement of Cash Flows 26
Selected Notes to Financial Statements 27
Item 2. Marathon Group Management's Discussion and
Analysis of Financial Condition and
Results of Operations 32
Supplemental Statistics 38
<PAGE> 3
USX CORPORATION
SEC FORM 10-Q
QUARTER ENDED SEPTEMBER 30, 1994
--------------------------------
INDEX Page
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PART I - FINANCIAL INFORMATION (Continued)
C. U. S. Steel Group
Item 1. Financial Statements:
U. S. Steel Group Statement of Operations 39
U. S. Steel Group Balance Sheet 41
U. S. Steel Group Statement of Cash Flows 42
Selected Notes to Financial Statements 43
Item 2. U. S. Steel Group Management's Discussion
and Analysis of Financial Condition
and Results of Operations 48
Supplemental Statistics 53
D. Delhi Group
Item 1. Financial Statements:
Delhi Group Statement of Operations 54
Delhi Group Balance Sheet 55
Delhi Group Statement of Cash Flows 56
Selected Notes to Financial Statements 57
Item 2. Delhi Group Management's Discussion and
Analysis of Financial Condition
and Results of Operations 61
Supplemental Statistics 66
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 67
Item 5. Other Information 68
Item 6. Exhibits and Reports on Form 8-K 69
<PAGE> 4
Part I - Financial Information
A. Consolidated Corporation
<TABLE>
USX CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)
------------------------------------------------
<CAPTION>
Third Qtr. Nine Months
Ended Ended
September 30 September 30
(Dollars in millions, except per share amounts) 1994 1993* 1994 1993*
- --------------------------------------------------------------------------------
- ---
<S> <C> <C> <C> <C>
SALES $5,123 $4,533 $14,157 $13,460
OPERATING COSTS:
Cost of sales (excludes items shown below) 3,654 3,331 10,399 10,544
Inventory market valuation provision (credit) 63 30 (158) 54
Selling, general and administrative expenses 49 67 168 178
Depreciation, depletion and amortization 256 284 786 809
Taxes other than income taxes 839 620 2,193 1,739
Exploration expenses 37 43 105 108
Restructuring charges - - 37 -
------ ------ ------ ------
Total operating costs 4,898 4,375 13,530 13,432
------ ------ ------ ------
OPERATING INCOME 225 158 627 28
Other income 163 15 222 155
Interest and other financial income 4 10 15 29
Interest and other financial costs (132) (126) (330) (541)
------ ------ ------ ------
TOTAL INCOME (LOSS) BEFORE INCOME TAXES AND
CUMULATIVE EFFECT OF CHANGES IN
ACCOUNTING PRINCIPLES 260 57 534 (329)
Less provision (credit) for estimated
income taxes 69 (6) 161 (125)
------ ------ ------ ------
TOTAL INCOME (LOSS) BEFORE CUMULATIVE EFFECT OF
CHANGES IN ACCOUNTING PRINCIPLES 191 63 373 (204)
Cumulative effect of changes in
accounting principles - - - (92)
------ ------ ------ ------
NET INCOME (LOSS) 191 63 373 (296)
Dividends on preferred stock (7) (8) (23) (20)
------ ------ ------ ------
NET INCOME (LOSS) APPLICABLE TO COMMON STOCKS $184 $55 $350 $(316)
====== ====== ====== ======
<FN>
*Restated as a result of the adoption of two new accounting standards.
Selected notes to financial statements appear on pages 9-14.
</TABLE>
<PAGE> 5
<TABLE>
USX CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF OPERATIONS (Continued) (Unaudited)
INCOME PER COMMON SHARE
------------------------------------------------------------
<CAPTION>
Third Qtr. Nine Months
Ended Ended
September 30 September 30
(Dollars in millions, except per share amounts) 1994 1993* 1994 1993*
- --------------------------------------------------------------------------------
- ---
<S> <C> <C> <C> <C>
APPLICABLE TO MARATHON STOCK
Total income before cumulative effect of
changes in accounting principles $101 $29 $280 $78
- Per share - primary and fully diluted .35 .10 .98 .27
Cumulative effect of changes in accounting
principles - - - (23)
- Per share - primary and fully diluted - - - (.08)
Net income 101 29 280 55
- Per share - primary and fully diluted .35 .10 .98 .19
Dividends paid per share .17 .17 .51 .51
Weighted average shares, in thousands
- primary 286,568 286,594 286,578 286,610
- fully diluted 292,815 286,599 286,579 286,615
APPLICABLE TO STEEL STOCK
Total income (loss) before cumulative effect
of change in accounting principle $84 $26 $92 $(309)
- Per share - primary 1.11 .41 1.23 (4.94)
- fully diluted 1.05 .41 1.23 (4.94)
Cumulative effect of change in accounting
principle - - - (69)
- Per share - primary and fully diluted - - - (1.11)
Net income (loss) 84 26 92 (378)
- Per share - primary 1.11 .41 1.23 (6.05)
- fully diluted 1.05 .41 1.23 (6.05)
Dividends paid per share .25 .25 .75 .75
Weighted average shares, in thousands
- primary 75,674 67,142 74,947 62,379
- fully diluted 86,596 68,392 76,197 62,379
APPLICABLE TO OUTSTANDING DELHI STOCK
Net income (loss) $(.7) $(.5) $(21.8) $6.4
- Per share - primary and fully diluted (.07) (.05) (2.32) .71
Dividends paid per share .05 .05 .15 .15
Weighted average shares, in thousands
- primary 9,438 9,060 9,396 9,037
- fully diluted 9,438 9,060 9,396 9,038
<FN>
*Restated as a result of the adoption of two new accounting standards.
Selected notes to financial statements appear on pages 9-14.
</TABLE>
<PAGE> 6
<TABLE>
USX CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEET (Unaudited)
----------------------------------------
<CAPTION>
ASSETS
September 30 December 31
(Dollars in millions) 1994 1993
- --------------------------------------------------------------------------------
- ----
<S> <C> <C>
Current assets:
Cash and cash equivalents $87 $268
Receivables, less allowance for doubtful
accounts of $10 and $9 939 932
Inventories 1,808 1,626
Deferred income tax benefits 163 258
Other current assets 90 96
------- -------
Total current assets 3,087 3,180
Long-term receivables and other investments,
less reserves of $22 and $22 942 948
Property, plant and equipment, less accumulated
depreciation, depletion and amortization of
$14,106 and $13,938 11,312 11,603
Prepaid pensions 1,460 1,347
Other noncurrent assets 301 296
------- -------
Total assets $17,102 $17,374
======= =======
<FN>
Selected notes to financial statements appear on pages 9-14.
</TABLE>
<PAGE> 7
<TABLE>
USX CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEET (Continued) (Unaudited)
--------------------------------------------------
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
September 30 December 31
(Dollars in millions) 1994 1993
- --------------------------------------------------------------------------------
- ----
LIABILITIES
<S> <C> <C>
Current liabilities:
Notes payable $185 $1
Accounts payable 1,720 2,237
Payroll and benefits payable 423 436
Accrued taxes 405 483
Accrued interest 83 142
Long-term debt due within one year 86 35
------- -------
Total current liabilities 2,902 3,334
Long-term debt, less unamortized discount 5,411 5,888
Long-term deferred income taxes 965 883
Employee benefits 2,815 2,802
Deferred credits and other liabilities 525 603
Preferred stock of subsidiary 250 -
------- -------
Total liabilities 12,868 13,510
STOCKHOLDERS' EQUITY
Preferred stocks:
Adjustable Rate Cumulative issued -
2,099,970 shares and 2,099,970 shares 105 105
6.50% Cumulative Convertible issued -
6,900,000 shares and 6,900,000 shares
($345 liquidation preference) 7 7
Common stocks:
Marathon Stock issued - 286,612,784 shares and
286,612,805 shares 287 287
Steel Stock issued - 75,741,768 shares and
70,328,685 shares 76 70
Delhi Stock issued - 9,437,891 shares and
9,282,870 shares 9 9
Treasury common stock, at cost:
Marathon Stock - 45,947 shares and 31,266 shares (1) (1)
Additional paid-in capital 4,225 4,240
Accumulated deficit (458) (831)
Other equity adjustments (16) (22)
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Total stockholders' equity 4,234 3,864
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Total liabilities and stockholders' equity $17,102 $17,374
======= =======
<FN>
Selected notes to financial statements appear on pages 9-14.
</TABLE>
<PAGE> 8
<TABLE>
USX CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)
------------------------------------------------
<CAPTION>
Nine Months Ended
September 30
(Dollars in millions) 1994 1993*
- --------------------------------------------------------------------------------
- ----
<S> <C> <C>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
OPERATING ACTIVITIES:
Net income (loss) $373 $(296)
Adjustments to reconcile to net cash provided from
operating activities:
Accounting principles changes - 92
Depreciation, depletion and amortization 786 809
Exploratory dry well costs 42 41
Inventory market valuation charge (credit) (158) 54
Pensions (113) (180)
Postretirement benefits other than pensions 63 100
Deferred income taxes 165 (209)
Gain on disposal of assets (183) (151)
Restructuring charges 37 -
Changes in:
Current receivables - sold 10 60
- operating turnover (38) (30)
Inventories (94) 30
Current accounts payable and accrued expenses (651) 380
All other items - net 5 (55)
------ ------
Net cash provided from operating activities 244 645
------ ------
INVESTING ACTIVITIES:
Capital expenditures (657) (803)
Disposal of assets 253 269
All other items - net 7 (35)
------ ------
Net cash used in investing activities (397) (569)
------ ------
FINANCING ACTIVITIES:
Commercial paper and revolving credit arrangements-net (25) (914)
Other debt - borrowings 504 803
- repayments (751) (321)
Issuance of preferred stock of subsidiary 242 -
Issuance of common stock of subsidiary 11 -
Preferred stock issued - 336
Common stock repurchased - (1)
Common stock issued 215 365
Dividends paid (225) (214)
------ ------
Net cash provided from
(used in) financing activities (29) 54
------ ------
EFFECT OF EXCHANGE RATE CHANGES ON CASH 1 -
------ ------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (181) 130
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 268 57
------ ------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $87 $187
====== ======
Cash used in operating activities included:
Interest and other financial costs paid (net of
amount capitalized) $(508) $(353)
Income taxes (paid) refunded 17 (74)
<FN>
*Restated as a result of the adoption of two new accounting standards.
Selected notes to financial statements appear on pages 9-14.
</TABLE>
<PAGE> 9
USX CORPORATION AND SUBSIDIARY COMPANIES
SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
---------------------------------------------------
(Unaudited)
1. The information furnished in these financial statements is unaudited but,
in the opinion of management, reflects all adjustments necessary for a fair
presentation of the results for the periods covered. All such adjustments
are of a normal recurring nature unless disclosed otherwise. These
financial statements, including selected notes, have been prepared in
accordance with the applicable rules of the Securities and Exchange
Commission and do not include all of the information and disclosures
required by generally accepted accounting principles for complete financial
statements. Additional information is contained in the USX Annual Report
on Form 10-K for the year ended December 31, 1993. Financial data for the
first nine months of 1993 has been restated to reflect the adoption of
Statement of Financial Accounting Standards No. 112, "Employers' Accounting
for Postemployment Benefits" (SFAS No. 112), and Emerging Issues Task Force
Consensus No. 93-14, "Accounting for Multiple-Year Retrospectively Rated
Insurance Contracts" (EITF No. 93-14) (see Note 11).
2. The method of calculating net income (loss) per share for the Marathon
Stock, Steel Stock and Delhi Stock reflects the USX Board of Directors'
intent that the separately reported earnings and surplus of the Marathon
Group, the U. S. Steel Group and the Delhi Group, as determined consistent
with the USX Certificate of Incorporation, are available for payment of
dividends to the respective classes of stock, although legally available
funds and liquidation preferences of these classes of stock do not
necessarily correspond with these amounts. The financial statements of the
Marathon Group, the U. S. Steel Group and the Delhi Group, taken together,
include all accounts which comprise the corresponding consolidated
financial statements of USX.
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; and
is based on the weighted average number of common shares outstanding plus
common stock equivalents, provided they are not antidilutive. Common stock
equivalents result from assumed exercise of stock options and surrender of
stock appreciation rights associated with stock options, where applicable.
Fully diluted net income (loss) per share assumes conversion of convertible
securities for the applicable periods outstanding and assumes exercise of
stock options and surrender of stock appreciation rights provided, in each
case, the effect is not antidilutive.
3. The items below were included in both sales and operating costs, resulting
in no effect on income:
<TABLE>
<CAPTION>
(In millions)
-------------------------------
Third Qtr. Nine Months
Ended Ended
September 30 September 30
1994 1993 1994 1993
---- ---- ---- ----
<S> <C> <C> <C> <C>
Matching buy/sell transactions $498 $451 $1,465 $1,559
Consumer excise taxes on petroleum
products and merchandise 733 511 1,878 1,407
</TABLE>
<PAGE> 10
USX CORPORATION AND SUBSIDIARY COMPANIES
SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
---------------------------------------------------------------
(Unaudited)
4. Inventories are carried at lower of cost or market. Cost of inventories is
determined primarily under the last-in, first-out (LIFO) method.
<TABLE>
<CAPTION>
(In millions)
---------------------------
September 30 December 31
1994 1993
------------ -----------
<S> <C> <C>
Raw materials $570 $637
Semi-finished products 349 329
Finished products 979 921
Supplies and sundry items 191 178
------ ------
Total 2,089 2,065
Less inventory market valuation reserve 281 439
------ ------
Net inventory carrying value $1,808 $1,626
====== ======
</TABLE>
The inventory market valuation reserve reflects the extent that the
recorded costs of crude oil and refined products inventories exceed net
realizable value. The reserve is decreased to reflect increases in market
prices and inventory turnover and increased to reflect decreases in market
prices. Changes in the inventory market valuation reserve resulted in a
$158 million credit to operating income in the first nine months of 1994
($63 million charge in the third quarter) and a $54 million charge against
operating income in the first nine months of 1993 ($30 million charge in
the third quarter).
5. In the first nine months of 1994, payments of $124 million were made to
settle various state tax issues. As a result of these settlements, net
income in the second quarter of 1994 included a net credit of $37 million,
consisting of a credit of $12 million in operating costs, a credit of $35
million in interest and other financial costs and a net income tax
provision effect of $10 million.
6. In the first nine months of 1994, restructuring charges totaling $40
million were recorded for the write-down of assets to estimated net
realizable value related to the planned disposition of certain nonstrategic
gas gathering and processing assets and other investments. Charges of $37
million were included in operating costs and $3 million included in other
income in the second quarter of 1994.
7. Pretax income (loss) in the first nine months of 1993 included a $633
million charge for the Lower Lake Erie Iron Ore Antitrust Litigation
against a former USX subsidiary, the Bessemer & Lake Erie Railroad (B&LE).
Charges of $438 million were included in operating costs and $195 million
($14 million in the third quarter) included in interest and other financial
costs. The effect on net income (loss) was $406 million unfavorable ($6.50
per share of Steel Stock).
<PAGE> 11
USX CORPORATION AND SUBSIDIARY COMPANIES
SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
---------------------------------------------------------------
(Unaudited)
8. Operating income (loss) included net periodic pension credits of $92
million and $160 million in the first nine months of 1994 and 1993,
respectively, ($31 million and $54 million in the third quarter of 1994 and
1993, respectively). These pension credits are primarily noncash and for
the most part are included in selling, general and administrative expenses.
The expected long-term rate of return on plan assets, which is reflected in
the calculation of net periodic pension credits, was reduced to 9% in 1994
from 10% in 1993.
9. Other income in the first nine months of 1994 included a pretax gain of
$183 million from disposal of assets ($150 million in the third quarter,
including the sale of the assets of a retail propane marketing subsidiary).
Other income in the first nine months of 1993 included a pretax gain of
$151 million from disposal of assets ($8 million in the third quarter),
primarily related to the second quarter sale of the Cumberland coal mine.
10. The provision for estimated income taxes for the periods reported is based
on tax rates and amounts which recognize management's best estimate of
current and deferred tax assets and liabilities.
The provision for the third quarter and first nine months of 1994 included
a one-time $32 million deferred tax benefit related to the excess of tax
over financial basis in shares of RMI Titanium Company (RMI), concurrent
with the adoption of equity accounting for RMI. The third quarter 1993
income tax provision included a credit of $64 million related to
recognition of additional future U.S. income tax benefits for deferred
foreign income taxes. This favorable adjustment resulted from USX's
ability to elect to credit, rather than deduct, foreign income taxes for
U.S. federal income tax purposes in future periods. The income tax
provision for the third quarter of 1993 also included a $24 million charge
associated with an increase in the federal income tax rate from 34% to 35%.
This charge reflected a $29 million unfavorable remeasurement of deferred
federal income tax liabilities as of January 1, 1993, and a $5 million
favorable effect related to 1993 pretax losses.
11. In 1993, USX adopted SFAS No. 112 and EITF No. 93-14. The cumulative
effect of these changes in accounting principles decreased first quarter
1993 net income by $86 million, net of $50 million income tax effect, for
SFAS No. 112; and $6 million, net of $3 million income tax effect, for EITF
No. 93-14.
12. In the first quarter of 1994, USX issued $300 million in aggregate
principal amount of 7.20% Notes Due 2004 and $150 million in aggregate
principal amount of LIBOR-based Floating Rate Notes Due 1996. In the first
quarter of 1994, an aggregate principal amount of $57 million of Marathon's
7% Monthly Interest Guaranteed Notes Due 2002 was issued in exchange for an
equivalent principal amount of its 9-1/2% Guaranteed Notes Due 1994. The
$642 million balance of Marathon's 9-1/2% Guaranteed Notes Due 1994 was
paid in the first quarter of 1994. In the second quarter of 1994, USX
issued $55 million of 6.70% Environmental Improvement Revenue Refunding
Bonds due 2020 and 2024 to refinance Environmental Improvement Bonds.
In the third quarter of 1994, USX entered into a $2.325 billion revolving
credit agreement which terminates in August 1999. Interest is based on
defined short-term market rates. This agreement replaced $2.0 billion in
revolving credit agreements.
<PAGE> 12
USX CORPORATION AND SUBSIDIARY COMPANIES
SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
---------------------------------------------------------------
(Unaudited)
12. (Continued)
At September 30, 1994, USX had no borrowings against the long-term
revolving credit agreement, but had outstanding borrowings of $33 million
against short-term lines of credit totaling $165 million, which require
maintenance of compensating balances of 3%. At September 30, 1994, $292
million of commercial paper and certain long-term debt due within one year
of $401 million was included in long-term debt, since the unused long-term
credit agreement was available for refinancing, if needed.
In the event of a change in control of USX, debt obligations totaling
$3,825 million at September 30, 1994, may be declared immediately due and
payable.
13. In the first quarter of 1994, USX sold 5,000,000 shares of Steel Stock to
the public for net proceeds of $201 million. In addition, USX Capital LLC,
a wholly owned subsidiary of USX, sold $250 million of 8-3/4% Cumulative
Monthly Income Preferred Shares (MIPS). The financial costs of the MIPS
are included in interest and other financial costs.
14. USX has entered into agreements to sell certain accounts receivable subject
to limited recourse. Payments are collected from the sold accounts
receivable; the collections are reinvested in new accounts receivable for
the buyers; and a yield based on defined short-term market rates is
transferred to the buyers. At September 30, 1994, the balance of sold
accounts receivable that had not been collected was $750 million. Buyers
have collection rights to recover payments from an amount of outstanding
receivables equal to 120% of the outstanding receivables purchased on a
nonrecourse basis; such overcollateralization cannot exceed $150 million.
In the event of a change in control of USX, as defined in the agreements,
USX may be required to forward all payments collected on sold accounts
receivable to the buyers.
Prior to 1993, USX Credit, a division of USX, sold certain of its loans
receivable subject to limited recourse. USX Credit continues to collect
payments from the loans and transfer to the buyers principal collected plus
yield based on defined short-term market rates. At September 30, 1994, the
balance of sold loans receivable subject to recourse was $150 million. As
of September 30, 1994, USX Credit had outstanding loan commitments of $29
million. USX Credit is not actively making new loan commitments. 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.
15. USX is the subject of, or a 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. See
discussion of Liquidity and Capital Resources in USX Consolidation
Management's Discussion and Analysis of Financial Condition and Results of
Operations.
<PAGE> 13
USX CORPORATION AND SUBSIDIARY COMPANIES
SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
---------------------------------------------------------------
(Unaudited)
15. (Continued)
In the first nine months of 1994, USX paid $367 million to settle
substantially all of the remaining judgments against the B&LE in the Lower
Lake Erie Iron Ore Antitrust Litigation. Two remaining plaintiffs in this
case have had their damage claims remanded for retrial. A new trial may
result in awards more or less than the original asserted claims of $8
million and would be subject to trebling.
On November 3, 1992, the United States District Court for the District of
Utah Central Division issued a Memorandum Opinion and Order in Pickering v.
USX relating to pension and compensation claims by approximately 1,900
employees of USX's former Geneva (Utah) Works. Although the court
dismissed a number of the claims by the plaintiffs, it found that USX had
violated the Employee Retirement Income Security Act by interfering with
the accrual of pension benefits of certain employees and amending a benefit
plan to reduce the accrual of future benefits without proper notice to plan
participants. Further proceedings were held to determine damages and,
pending the court's determinations, USX may appeal. Plaintiffs' counsel
has been reported as estimating plaintiffs' anticipated recovery to be in
excess of $100 million. USX believes actual damages will be substantially
less than plaintiffs' estimates. In the first quarter of 1994, USX entered
into settlement agreements with 208 plaintiffs providing for releases of
liability against USX and the aggregate payment of approximately $1 million
by USX. An order dismissing these plaintiffs from the case with prejudice
was entered on May 31, 1994.
USX is subject to federal, state, local and foreign laws and regulations
relating to the environment. These laws generally provide for control of
pollutants released into the environment and require responsible parties to
undertake remediation of hazardous waste disposal sites. Penalties may be
imposed for noncompliance. USX provides for remediation costs and
penalties when the responsibility to remediate is probable and the amount
of associated costs is reasonably determinable. Generally, the timing of
these accruals coincides with completion of a feasibility study or the
commitment to a formal plan of action. 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;
estimated mine reclamation costs are accrued based on actual clean tons of
coal produced. At September 30, 1994, accrued liabilities for remediation,
platform abandonment and mine reclamation totaled $319 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.
For a number of years, USX has made substantial capital expenditures to
bring existing facilities into compliance with various laws relating to the
environment. In 1993 and 1992, such capital expenditures totaled
$181 million and $294 million, respectively. USX anticipates making
additional such expenditures in the future; however, the exact amounts and
timing of such expenditures are uncertain because of the continuing
evolution of specific regulatory requirements.
<PAGE> 14
USX CORPORATION AND SUBSIDIARY COMPANIES
SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
---------------------------------------------------------------
(Unaudited)
15. (Continued)
By reason of Executive Orders and related regulations under which the U.S.
Government is continuing economic sanctions against Libya, USX was required
to discontinue performing its Libyan petroleum contracts on June 30, 1986.
In June 1989, the Department of the Treasury authorized USX to resume
performing under those contracts. Pursuant to that authorization, USX has
engaged the Libyan National Oil Company and the Secretary of Petroleum in
continuing negotiations to determine when and on what basis they are
willing to allow USX to resume realizing revenue from USX's investment of
$108 million in Libya. USX is uncertain when these negotiations can be
completed or how the negotiations will be affected by the United Nations'
sanctions against Libya.
Guarantees by USX of the liabilities of affiliated and other entities
totaled $185 million at September 30, 1994. In the event that any defaults
of guaranteed liabilities occur, USX has access to its interest in the
assets of most of the affiliates to reduce losses resulting from these
guarantees. As of September 30, 1994, the largest guarantee for a single
affiliate was $94 million.
At September 30, 1994, USX's pro rata share of obligations of LOOP INC. and
various pipeline affiliates secured by throughput and deficiency agreements
totaled $196 million. 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.
At September 30, 1994, contract commitments for capital expenditures for
property, plant and equipment totaled $309 million compared with $389
million at December 31, 1993.
<PAGE> 15
<TABLE>
USX CORPORATION
COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS
TOTAL ENTERPRISE BASIS - (Unaudited)
----------------------------------------------------------
(Dollars in Millions)
<CAPTION>
Nine Months Ended
September 30 Year Ended December 31
------------------ -------------------------------------------------------
1994 1993* 1993 1992 1991 1990 1989
---- ----- ---- ---- ---- ---- ----
<C> <C> <C> <C> <C> <C> <C>
1.95 (a) (b) (c) (d) 2.69 2.33
==== ===== ==== ==== ==== ==== ====
<FN>
(a) Earnings did not cover combined fixed charges and preferred stock
dividends by $387 million.
(b) Earnings did not cover combined fixed charges and preferred stock
dividends by $325 million.
(c) Earnings did not cover combined fixed charges and preferred stock
dividends by $211 million.
(d) Earnings did not cover combined fixed charges and preferred stock
dividends by $696 million.
*Restated as a result of the adoption of two new accounting standards.
</TABLE>
<TABLE>
USX CORPORATION
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
TOTAL ENTERPRISE BASIS - (Unaudited)
-------------------------------------------------
(Dollars in Millions)
<CAPTION>
Nine Months Ended
September 30 Year Ended December 31
------------------ -------------------------------------------------------
1994 1993* 1993 1992 1991 1990 1989
---- ----- ----- ---- ---- ---- ----
<C> <C> <C> <C> <C> <C> <C>
2.11 (a) (b) (c) (d) 2.80 2.57
==== ===== ==== ==== ==== ==== ====
<FN>
(a) Earnings did not cover fixed charges by $355 million.
(b) Earnings did not cover fixed charges by $281 million.
(c) Earnings did not cover fixed charges by $197 million.
(d) Earnings did not cover fixed charges by $681 million.
*Restated as a result of the adoption of two new accounting standards.
</TABLE>
<PAGE> 16
USX CORPORATION AND SUBSIDIARY COMPANIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
The following discussion should be read in conjunction with the third
quarter 1994 USX consolidated financial statements and selected notes.
Results of Operations
- ---------------------
USX had net income of $191 million in the third quarter of 1994, compared
with restated net income of $63 million in the third quarter of 1993. For the
first nine months of 1994, USX reported net income of $373 million. For the
first nine months of 1993, USX reported a net loss of $296 million, as restated
to reflect the unfavorable $92 million cumulative effect of changes in
accounting principles.
See the Consolidated Statement of Operations - Income per Common Share for
comparative amounts applicable to the three classes of common stock.
Sales in the third quarter of 1994 totaled $5.1 billion, compared with $4.5
billion in the third quarter of 1993. The improvement primarily reflected a 17%
increase in sales for the Marathon Group. Sales in the first nine months of
1994 totaled $14.2 billion, compared with $13.5 billion in the same period in
1993. The improvement reflected increases of 3%, 9% and 8%, respectively, in
sales for the Marathon Group, the U. S. Steel Group and the Delhi Group.
Matching buy/sell transactions and excise taxes are included in both sales and
operating costs of the Marathon Group, resulting in no effect on operating
income. Excise taxes increased from $511 million and $1,407 million in the
third quarter and first nine months of 1993, respectively, to $733 million and
$1,878 million in the same periods in 1994. Higher excise taxes were the
predominant factor in the increase in taxes other than income taxes in both
periods in 1994.
USX had operating income of $225 million in the third quarter of 1994,
compared with restated operating income of $158 million in the same quarter of
1993. Third quarter operating income included unfavorable noncash effects of
$63 million in 1994 and $30 million in 1993 resulting from increases in the
inventory market valuation reserve. Excluding the effects of the changes in the
inventory market valuation reserve, third quarter 1994 operating income improved
$100 million from the third quarter of 1993 due primarily to increases of $66
million and $40 million in operating results for the Marathon Group and the
U. S. Steel Group, respectively.
USX had operating income of $627 million in the first nine months of 1994,
compared with restated operating income of $28 million in the same period in
1993. Operating income in the first nine months of 1994 included a $158
million favorable noncash effect resulting from a decrease in the inventory
market valuation reserve, partially offset by restructuring charges of $37
million related to the planned disposition of certain nonstrategic gas gathering
and processing assets. Operating income in the first nine months of 1993
included a $438 million charge for the Lower Lake Erie Iron Ore Antitrust
Litigation against the Bessemer & Lake Erie Railroad ("B&LE"), a former USX
subsidiary, and a $54 million unfavorable noncash effect resulting from an
increase in the inventory market valuation reserve. Excluding the effects of
these items, operating income in the first nine months of 1994 decreased $14
million from the same period in 1993 mainly due to lower results for the Delhi
Group, partially offset by higher results for the U. S. Steel Group.
<PAGE> 17
USX CORPORATION AND SUBSIDIARY COMPANIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
Other income in the first nine months of 1994 included a pretax gain of
$183 million from the disposal of assets ($150 million in the third quarter),
primarily reflecting the third quarter sale of the assets of a retail propane
marketing subsidiary and the sale of certain domestic oil and gas production
properties. Other income in the first nine months of 1993 included a pretax
gain of $151 million from the disposal of assets ($8 million in the third
quarter), including the sales of the Cumberland coal mine and an investment in
an insurance company. Income from equity affiliates in the third quarter and
first nine months of 1994 improved by $7 million and $36 million, respectively,
from the same periods in 1993.
Net interest and other financial costs in the first nine months of 1994
included a $35 million favorable effect resulting from settlement of various
state tax issues. Net interest and other financial costs in the third quarter
and first nine months of 1993 included $14 million and $195 million,
respectively, of interest expense related to the B&LE litigation.
The provision for estimated income taxes for the periods reported is based
on tax rates and amounts which recognize management's best estimate of current
and deferred tax assets and liabilities. The income tax provision for the third
quarter and first nine months of 1994 included a one-time $32 million deferred
tax benefit (see Note 10 to the consolidated financial statements). The third
quarter 1993 income tax provision included a credit of $64 million related to
recognition of additional future U.S. income tax benefits for deferred foreign
income taxes. This favorable adjustment resulted from USX's ability to elect to
credit, rather than deduct, foreign income taxes for U.S. federal income tax
purposes in future periods. The anticipated use of the U.S. foreign tax credit
reflects Marathon's improving international production profile. The income tax
provision for the third quarter of 1993 also included a $24 million charge
associated with an increase in the federal income tax rate from 34% to 35%.
This charge reflected a $29 million unfavorable remeasurement of deferred
federal income tax liabilities as of January 1, 1993, and a $5 million favorable
effect related to 1993 pretax losses.
Group Results
- -------------
See Management's Discussion and Analysis of Financial Condition and Results
of Operations for the Marathon Group, the U. S. Steel Group and the Delhi Group.
Operating Statistics
- --------------------
For details, see Supplemental Statistics table for the Marathon Group, the
U. S. Steel Group and the Delhi Group.
Dividends to Stockholders
- -------------------------
On October 25, 1994, USX's Board of Directors (the "Board") declared
dividends of 17 cents per share on Marathon Stock, 25 cents per share on Steel
Stock and five cents per share on Delhi Stock, all payable December 10, 1994, to
stockholders of record at the close of business on November 4, 1994.
<PAGE> 18
USX CORPORATION AND SUBSIDIARY COMPANIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
The Board also declared a dividend of $0.8125 per share on USX
Corporation's 6.50% Cumulative Convertible Preferred Stock and $1.01875 per
share on USX Corporation's Adjustable Rate Cumulative Preferred Stock, in each
case payable December 30, 1994, to stockholders of record at the close of
business on December 1, 1994.
FINANCIAL CONDITION
- -------------------
Liquidity and Capital Resources
- --------------------------------
At September 30, 1994, cash and cash equivalents totaled $87 million
compared with $268 million at December 31, 1993.
Net cash provided from operating activities totaled $244 million in the
first nine months of 1994, compared with $645 million in the first nine months
of 1993. The unfavorable change primarily reflected 1994 payments of $367
million to settle substantially all of the remaining judgments from the B&LE
litigation and 1994 payments of $124 million to settle various state tax issues.
In addition, net cash provided from operating activities in the first nine
months of 1993 benefited from a $103 million favorable effect from the use of
available funds from previously established insurance reserves to pay for
certain active and retired employee insurance benefits. Excluding the 1994
payments and the 1993 favorable effect, net cash provided from operating
activities in the first nine months of 1994 increased $193 million from the same
period in 1993.
Cash from the disposal of assets totaled $253 million in the first nine
months of 1994, compared with $269 million in the same period in 1993. The 1994
proceeds mainly resulted from the sales of the assets of a retail propane
marketing subsidiary and certain domestic oil and gas production properties.
The 1993 proceeds primarily reflected the sale/leaseback of interests in two LNG
tankers and the sales of the Cumberland coal mine, various domestic oil and gas
production properties and an investment in an insurance company.
USX's total long-term debt and notes payable at September 30, 1994, was
$5.7 billion, down $242 million from December 31, 1993. In August 1994, USX
entered into a $2.325 billion revolving credit agreement which terminates in
August 1999. Interest is based on defined short-term market rates. This
agreement replaced the $2.0 billion in existing revolving credit agreements
entered into in October 1992. At September 30, 1994, USX had no borrowings
against the long-term revolving credit agreement, but had outstanding borrowings
of $33 million against short-term lines of credit totaling $165 million, which
require maintenance of compensating balances of 3%. At September 30, 1994,
long-term debt included zero coupon convertible debentures which, at the option
of the holder, USX is obligated to purchase at the carrying value of
$430 million on August 9, 1995. USX may elect to pay the purchase price in
cash, shares of Marathon Stock and Steel Stock, notes or a combination thereof.
In February 1994, USX issued $300 million in aggregate principal amount of
7.20% Notes Due 2004 and $150 million in aggregate principal amount of LIBOR-
based Floating Rate Notes Due 1996. In March 1994, an aggregate principal
amount of
<PAGE> 19
USX CORPORATION AND SUBSIDIARY COMPANIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
$57 million of Marathon's 7% Monthly Interest Guaranteed Notes Due 2002 was
issued in exchange for an equivalent principal amount of its 9-1/2% Guaranteed
Notes Due 1994 ("Marathon 9-1/2% Notes"). The $642 million balance of Marathon
9-1/2% Notes was paid in March 1994. In June 1994, USX issued $55 million of
6.70% Environmental Improvement Revenue Refunding Bonds due 2020 and 2024 to
refinance Environmental Improvement Bonds.
In February 1994, USX sold 5,000,000 shares of Steel Stock to the public
for net proceeds of $201 million.
In March 1994, USX Capital LLC, a wholly owned subsidiary of USX, sold $250
million of 8-3/4% Cumulative Monthly Income Preferred Shares.
In March 1994, USX filed with the Securities and Exchange Commission
("SEC") a shelf registration statement which became effective April 8, 1994 and
allows USX to offer and issue unsecured debt securities in an aggregate
principal amount of up to $750 million in one or more separate series on terms
to be determined at the time of sale. In August 1994, USX filed with the SEC a
shelf registration statement which became effective September 21, 1994 and
allows USX to offer and issue up to $137 million of debt and equity securities.
USX also has $345 million remaining on a shelf registration statement which
became effective January 6, 1994 and allows USX to offer and issue debt and
equity securities.
USX engages in hedging activities in the normal course of its businesses.
Futures contracts, commodity swaps and options are used to hedge exposure to
price fluctuations relevant to the purchase or sale of crude oil, natural gas,
and refined products. Forward contracts are used to hedge currency risks
related to firm commitments for capital expenditures and liabilities denominated
in a foreign currency. While hedging activities are generally used to reduce
risks from unfavorable commodity price and currency rate movements, they also
may limit the opportunity to benefit from favorable movements. USX's hedging
activities have not been significant in relation to its overall business
activity. Management believes that its use of hedging instruments will not have
a material effect on the financial position, liquidity or results of operations
of USX.
USX believes that its short-term and long-term liquidity is adequate to
satisfy its obligations as of September 30, 1994, 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
balance of 1994 and years 1995 and 1996 and amounts which may ultimately be paid
in connection with contingencies are expected to be financed by a combination of
internally generated funds, proceeds from the sale of stock, future borrowings
and other external financing sources.
Capital Expenditures
- --------------------
Capital expenditures for property, plant, and equipment in the third
quarter and first nine months of 1994 were $258 million and $657 million,
respectively, compared with $279 million and $803 million in the same periods in
1993. The declines in 1994 in both periods primarily reflected lower spending
for the Marathon Group mainly due to decreased expenditures resulting from the
substantial completion of the East Brae Field and SAGE system in the United
Kingdom and the distillate hydrotreater complex at the Robinson, Illinois
refinery. For further details, see the Financial Statistics table.
<PAGE> 20
USX CORPORATION AND SUBSIDIARY COMPANIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
In addition to the capital expenditures discussed above, USX's noncash
activities in the first nine months of 1994 included the issuance of a $42
million purchase money note related to the acquisition of 36 gasoline
outlets/convenience stores from a petroleum retailer.
For the year 1994, capital expenditures are expected to total approximately
$1.1 billion. The decrease from 1993 of approximately $80 million is expected
to result mainly from lower spending for the Marathon Group, partially offset by
higher spending for the U. S. Steel Group. For details, see discussion of
Capital Expenditures for the Marathon Group, the U. S. Steel Group and the Delhi
Group.
Contract commitments for capital expenditures at September 30, 1994, were
$309 million, compared with $389 million at year-end 1993.
Environmental Matters, Contingencies and Commitments
- ----------------------------------------------------
USX has incurred and will continue to incur substantial capital, operating
and maintenance, and remediation expenditures as a result of environmental laws
and regulations. In recent years, these expenditures have increased primarily
due to required product reformulation and process changes in order to meet Clean
Air Act obligations, although ongoing compliance costs have also been
significant. To the extent these expenditures, as with all costs, are not
ultimately reflected in the prices of USX's products and services, operating
results will be adversely affected. USX believes that domestic competitors of
the U. S. Steel Group and substantially all the competitors of the Marathon
Group and the Delhi Group are subject to similar environmental laws and
regulations. However, the specific impact on each competitor may vary depending
on a number of factors, including the age and location of their operating
facilities, their production processes and the specific products and services
they provide.
USX has been notified that it is a potentially responsible party ("PRP") at
44 waste sites under the Comprehensive Environmental Response, Compensation and
Liability Act ("CERCLA") as of September 30, 1994. In addition, there are 47
sites where USX has received information requests or other indications that USX
may be a PRP under CERCLA but where sufficient information is not presently
available to confirm the existence of liability or make any judgment as to the
amount thereof. There are also 76 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. The number of waste sites in and of itself does not necessarily
represent a relevant measure of liability because the nature and extent of
environmental concerns vary from site to site, and USX's share of responsibility
varies significantly.
USX accrues for environmental remediation activities when the
responsibility to remediate is probable and the amount of associated costs is
reasonably determinable. As environmental remediation matters proceed toward
ultimate resolution or as additional remediation obligations arise, charges in
excess of those previously accrued may be required.
<PAGE> 21
USX CORPORATION AND SUBSIDIARY COMPANIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
USX is the subject of, or a 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 (see Note 15 to the
consolidated financial statements for a discussion of certain of these 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. See discussion of Liquidity and Capital Resources herein.
<PAGE> 22
<TABLE>
USX Corporation
FINANCIAL STATISTICS
--------------------
<CAPTION>
($'s in Millions)
Third Quarter Nine Months
Ended Ended
September 30 September 30
-------------- --------------
1994 1993 1994 1993
---- ---- ---- ----
<S> <C> <C> <C> <C>
SALES
Marathon Group $3,497 $2,983 $9,349 $9,040
U. S. Steel Group 1,505 1,429 4,423 4,064
Delhi Group 134 131 424 391
Eliminations (13) (10) (39) (35)
------ ------ ------ ------
Total $5,123 $4,533 $14,157 $13,460
OPERATING INCOME (LOSS)
Marathon Group $117 $84 $499 $284
U. S. Steel Group 106 66 170 (286)
Delhi Group 2 8 (42) 30
------ ------ ------ ------
Total $225 $158 $627 $28
CAPITAL EXPENDITURES
Marathon Group $187 $215 $464 $646
U. S. Steel Group 63 54 171 136
Delhi Group 8 10 22 21
------ ------ ------ ------
Total $258 $279 $657 $803
</TABLE>
<PAGE> 23
Part I - Financial Information (Continued):
B. Marathon Group
<TABLE>
MARATHON GROUP OF USX CORPORATION
STATEMENT OF OPERATIONS (Unaudited)
-----------------------------------
<CAPTION>
Third Qtr. Nine Months
Ended Ended
September 30 September 30
(Dollars in millions, except per share amounts) 1994 1993 1994 1993*
- --------------------------------------------------------------------------------
- ---
<S> <C> <C> <C> <C>
SALES $3,497 $2,983 $9,349 $9,040
OPERATING COSTS:
Cost of sales (excludes items shown below) 2,251 1,982 6,118 6,229
Inventory market valuation charge (credit) 63 30 (158) 54
Selling, general and administrative expenses 73 82 237 242
Depreciation, depletion and amortization 172 198 525 548
Taxes other than income taxes 784 564 2,023 1,575
Exploration expenses 37 43 105 108
------ ------ ------ ------
Total operating costs 3,380 2,899 8,850 8,756
------ ------ ------ ------
OPERATING INCOME 117 84 499 284
Other income 148 8 166 21
Interest and other financial income 2 6 9 15
Interest and other financial costs (89) (74) (209) (214)
------ ------ ------ ------
TOTAL INCOME BEFORE INCOME TAXES AND
CUMULATIVE EFFECT OF CHANGES IN
ACCOUNTING PRINCIPLES 178 24 465 106
Less provision (credit) for estimated income taxes 76 (6) 181 24
------ ------ ------ ------
TOTAL INCOME BEFORE CUMULATIVE EFFECT OF
CHANGES IN ACCOUNTING PRINCIPLES 102 30 284 82
Cumulative effect of changes in
accounting principles - - - (23)
------ ------ ------ ------
NET INCOME 102 30 284 59
Dividends on preferred stock (1) (1) (4) (4)
------ ------ ------ ------
NET INCOME APPLICABLE TO MARATHON STOCK $101 $29 $280 $55
====== ====== ====== ======
<FN>
*Restated as a result of the adoption of two new accounting standards.
Selected notes to financial statements appear on pages 27-31.
</TABLE>
<PAGE> 24
<TABLE>
MARATHON GROUP OF USX CORPORATION
STATEMENT OF OPERATIONS (Continued) (Unaudited)
INCOME PER COMMON SHARE
-----------------------------------------------
<CAPTION>
Third Qtr. Nine Months
Ended Ended
September 30 September 30
(Dollars in millions, except per share amounts) 1994 1993 1994 1993*
- --------------------------------------------------------------------------------
- ---
<S> <C> <C> <C> <C>
MARATHON STOCK DATA
Income per share - primary and fully diluted:
Total income before cumulative effect
of changes in accounting principles $.35 $.10 $.98 $.27
Cumulative effect of changes in accounting
principles - - - (.08)
Net income .35 .10 .98 .19
Weighted average shares, in thousands:
- Primary 286,568 286,594 286,578 286,610
- Fully diluted 292,815 286,599 286,579 286,615
Dividends paid per share .17 .17 .51 .51
<FN>
*Restated as a result of the adoption of two new accounting standards.
Selected notes to financial statements appear on pages 27-31.
</TABLE>
<PAGE> 25
<TABLE>
MARATHON GROUP OF USX CORPORATION
BALANCE SHEET (Unaudited)
---------------------------------
<CAPTION>
September 30 December 31
(Dollars in millions) 1994 1993
- --------------------------------------------------------------------------------
- ----
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $63 $185
Receivables, less allowance for doubtful
accounts of $3 and $3 413 337
Inventories 1,186 987
Other current assets 85 89
------- -------
Total current assets 1,747 1,598
Long-term receivables and other investments 316 317
Property, plant and equipment, less accumulated
depreciation, depletion and amortization of
$7,690 and $7,463 8,297 8,428
Prepaid pensions 272 263
Other noncurrent assets 203 200
------- -------
Total assets $10,835 $10,806
======= =======
LIABILITIES
Current liabilities:
Notes payable $136 $1
Accounts payable 978 1,109
Payable to the other groups 52 13
Payroll and benefits payable 84 85
Accrued taxes 159 294
Deferred income taxes 128 37
Accrued interest 60 106
Long-term debt due within one year 60 23
------- -------
Total current liabilities 1,657 1,668
Long-term debt, less unamortized discount 3,917 4,239
Long-term deferred income taxes .. 1,279 1,223
Employee benefits 319 306
Deferred credits and other liabilities 237 260
Preferred stock of subsidiary............... 182 -
------- -------
Total liabilities 7,591 7,696
STOCKHOLDERS' EQUITY
Preferred stock 78 78
Common stockholders' equity 3,166 3,032
------- -------
Total stockholders' equity 3,244 3,110
------- -------
Total liabilities and stockholders' equity $10,835 $10,806
======= =======
<FN>
Selected notes to financial statements appear on pages 27-31.
</TABLE>
<PAGE> 26
<TABLE>
MARATHON GROUP OF USX CORPORATION
STATEMENT OF CASH FLOWS (Unaudited)
-----------------------------------
<CAPTION>
Nine Months Ended
September 30
(Dollars in millions) 1994 1993*
- --------------------------------------------------------------------------------
- ----
<S> <C> <C>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
OPERATING ACTIVITIES:
Net income $284 $59
Adjustments to reconcile to net cash provided from
operating activities:
Accounting principle changes - 23
Depreciation, depletion and amortization 525 548
Exploratory dry well costs 42 42
Inventory market valuation charge (credit) (158) 54
Pensions (10) (14)
Postretirement benefits other than pensions 12 18
Deferred income taxes 137 (12)
Gain on disposal of assets (173) (9)
Changes in:
Current receivables - purchased from
the Delhi Group 7 6
- operating turnover (85) 140
Inventories (48) 50
Current accounts payable and accrued expenses (276) (466)
All other items - net 28 18
------ ------
Net cash provided from operating activities 285 457
------ ------
INVESTING ACTIVITIES:
Capital expenditures (464) (646)
Disposal of assets 233 112
All other items - net 14 (13)
------ ------
Net cash used in investing activities (217) (547)
------ ------
FINANCING ACTIVITIES:
Marathon Group activity - USX debt attributed to all
groups - net (216) 347
Attributed preferred stock of subsidiary 176 -
Marathon Stock repurchased - (1)
Marathon Stock issued - 1
Dividends paid (151) (151)
------ ------
Net cash provided from (used in) financing
activities (191) 196
------ ------
EFFECT OF EXCHANGE RATE CHANGES ON CASH 1 -
------ ------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (122) 106
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 185 35
------ ------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $63 $141
====== ======
Cash used in operating activities included:
Interest and other financial costs paid (net of
amount capitalized) $(334) $(215)
Income taxes paid including settlements with other
groups (29) (77)
<FN>
*Restated as a result of the adoption of two new accounting standards.
Selected notes to financial statements appear on pages 27-31.
</TABLE>
<PAGE> 27
MARATHON GROUP OF USX CORPORATION
SELECTED NOTES TO FINANCIAL STATEMENTS
--------------------------------------
(Unaudited)
1. The information furnished in these financial statements is unaudited but,
in the opinion of management, reflects all adjustments necessary for a fair
presentation of the results for the periods covered. All such adjustments
are of a normal recurring nature unless disclosed otherwise. These
financial statements, including selected notes, have been prepared in
accordance with the applicable rules of the Securities and Exchange
Commission and do not include all of the information and disclosures
required by generally accepted accounting principles for complete financial
statements. Additional information is contained in the USX Annual Report
on Form 10-K for the year ended December 31, 1993. Financial data for the
first nine months of 1993 has been restated to reflect the adoption of
Statement of Financial Accounting Standards No. 112, "Employers' Accounting
for Postemployment Benefits" (SFAS No. 112), and Emerging Issues Task Force
Consensus No. 93-14, "Accounting for Multiple-Year Retrospectively Rated
Insurance Contracts" (EITF No. 93-14) (see Note 8).
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. These
financial statements are prepared using the amounts included in the USX
consolidated financial statements. Corporate amounts reflected in these
financial statements are determined based upon methods which management
believes to be reasonable. The accounting policies applicable to the
preparation of the financial statements of the Marathon Group may be
modified or rescinded in the sole discretion of the Board of Directors of
USX (Board), although the Board has no present intention to do so. The
Board may also adopt additional policies depending on the circumstances.
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, 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 [or] responsibility for such liabilities. Holders of
USX-Marathon Group Common Stock (Marathon Stock), USX-U. S. Steel Group
Common Stock (Steel Stock) and USX-Delhi Group Common Stock (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.
<PAGE> 28
MARATHON GROUP OF USX CORPORATION
SELECTED NOTES TO FINANCIAL STATEMENTS (Continued)
--------------------------------------------------
(Unaudited)
2. The method of calculating net income per share for the Marathon Stock,
Steel Stock and Delhi Stock reflects the Board's 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 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 and surrender of stock appreciation
rights associated with 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 and surrender of stock appreciation rights, provided, in each
case, the effect is not antidilutive.
3. The items below were included in both sales and operating costs, resulting
in no effect on income:
<TABLE>
<CAPTION>
(In millions)
-------------------------------
Third Qtr. Nine Months
Ended Ended
September 30 September 30
1994 1993 1994 1993
---- ---- ---- ----
<S> <C> <C> <C> <C>
Matching buy/sell transactions $498 $451 $1,465 $1,559
Consumer excise taxes on petroleum
products and merchandise 733 511 1,878 1,407
</TABLE>
4. Inventories are carried at the lower of cost or market. Cost of
inventories of crude oil and refined products is determined under the last-
in, first-out (LIFO) method.
<TABLE>
<CAPTION>
(In millions)
----------------------
September 30 December 31
1994 1993
------------ -----------
<S> <C> <C>
Crude oil and natural gas liquids $537 $522
Refined products and merchandise 829 796
Supplies and sundry items 101 108
------ ------
Total 1,467 1,426
Less inventory market valuation reserve 281 439
------ ------
Net inventory carrying value $1,186 $987
</TABLE>
====== ======
<PAGE> 29
MARATHON GROUP OF USX CORPORATION
SELECTED NOTES TO FINANCIAL STATEMENTS (Continued)
--------------------------------------------------
(Unaudited)
4. (Continued)
The inventory market valuation reserve reflects the extent that the
recorded costs of crude oil and refined products inventories exceed net
realizable value. The reserve is decreased to reflect increases in market
prices and inventory turnover and increased to reflect decreases in market
prices. Changes in the inventory market valuation reserve resulted in a
$158 million credit to operating income in the first nine months of 1994
($63 million charge in the third quarter) and a $54 million charge against
operating income in the first nine months of 1993 ($30 million charge in
the third quarter).
5. In the first nine months of 1994, payments of $123 million were made to
settle various state tax issues. As a result of these settlements, net
income in the second quarter of 1994 included a net credit of $36 million,
consisting of a credit of $12 million in operating costs, a credit of $34
million in interest and other financial costs and a net income tax
provision effect of $10 million.
6. Other income (loss) in the first nine months of 1994 included a pretax gain
of $173 million from disposal of assets ($148 million in the third quarter,
including the sale of the assets of a retail propane marketing subsidiary).
7. The financial statement provision for estimated income taxes and 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 for such groups. 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 amount, credits, preferences and other
amounts directly related to the respective groups.
The provision for estimated income taxes for the Marathon Group is based on
tax rates and amounts which recognize management's best estimate of current
and deferred tax assets and liabilities. Differences between the combined
interim tax provisions of the Marathon, U. S. Steel and Delhi Groups and
USX consolidated are allocated to each group based on the relationship of
the individual group provisions to the combined interim provisions.
The third quarter 1993 income tax provision included a credit of $64
million related to recognition of future U.S. income tax benefits for
deferred foreign income taxes. This favorable adjustment resulted from
USX's ability to elect to credit, rather than deduct, foreign income taxes
for U.S. federal income tax purposes in future periods. The third quarter
1993 income tax provision also included a $40 million charge associated
with an increase in the federal income tax rate from 34% to 35%, reflecting
remeasurement of deferred federal income tax liabilities as of January 1,
1993.
8. In 1993, USX adopted SFAS No. 112 and EITF No. 93-14. The cumulative effect
of these changes in accounting principles decreased first quarter 1993 net
income by $17 million, net of $10 million income tax effect, for SFAS No.
112; and $6 million, net of $3 million income tax effect, for EITF No. 93-
14.
<PAGE> 30
MARATHON GROUP OF USX CORPORATION
SELECTED NOTES TO FINANCIAL STATEMENTS (Continued)
--------------------------------------------------
(Unaudited)
9. In the first quarter of 1994, USX Capital LLC, a wholly owned subsidiary of
USX, sold $250 million of 8-3/4% Cumulative Monthly Income Preferred Shares
(MIPS). In accordance with the USX policy of managing most financial
activities on a centralized, consolidated basis, the proceeds from issuance
of the MIPS and the related financial costs (which are included in interest
and other financial costs) were attributed to all three groups in
proportion to their respective participation in USX centrally managed
financing activities.
10. The Marathon Group has entered into an agreement, subject to limited
recourse, to sell certain accounts receivable including accounts receivable
purchased from the Delhi Group. Payments are collected from the sold
accounts receivable; the collections are reinvested in new accounts
receivable for the buyers; and a yield based on defined short-term market
rates is transferred to the buyers. At September 30, 1994, the balance of
sold accounts receivable that had not been collected was $400 million.
Buyers have collection rights to recover payments from an amount of
outstanding receivables equal to 120% of the outstanding receivables
purchased on a nonrecourse basis; such overcollateralization cannot exceed
$80 million. In the event of a change in control of USX, as defined in the
agreement, the Marathon Group may be required to forward payments collected
on sold accounts receivable to the buyers.
11. USX is the subject of, or a 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. See discussion of Liquidity
and Capital Resources in USX Consolidated Management's Discussion and
Analysis of Financial Condition and Results of Operations.
The Marathon Group is subject to federal, state, local and foreign laws and
regulations relating to the environment. These laws generally provide for
control of pollutants released into the environment and require responsible
parties to undertake remediation of hazardous waste disposal sites.
Penalties may be imposed for noncompliance. The Marathon Group provides
for remediation costs and penalties when the responsibility to remediate is
probable and the amount of associated costs is reasonably determinable.
Generally, the timing of these accruals coincides with completion of a
feasibility study or the commitment to a formal plan of action. 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. At September 30, 1994, accrued liabilities for
remediation and platform abandonment totaled $169 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.
<PAGE> 31
MARATHON GROUP OF USX CORPORATION
SELECTED NOTES TO FINANCIAL STATEMENTS (Continued)
--------------------------------------------------
(Unaudited)
11. (Continued)
For a number of years, the Marathon Group has made substantial capital
expenditures to bring existing facilities into compliance with various laws
relating to the environment. In 1993 and 1992, such capital expenditures
totaled $123 million and $240 million, respectively. The Marathon Group
anticipates making additional such expenditures in the future; however, the
exact amounts and timing of such expenditures are uncertain because of the
continuing evolution of specific regulatory requirements.
By reason of Executive Orders and related regulations under which the U.S.
Government is continuing economic sanctions against Libya, the Marathon
Group was required to discontinue performing its Libyan petroleum contracts
on June 30, 1986. In June 1989, the Department of the Treasury authorized
the Marathon Group to resume performing under those contracts. Pursuant to
that authorization, the Marathon Group has engaged the Libyan National Oil
Company and the Secretary of Petroleum in continuing negotiations to
determine when and on what basis they are willing to allow the Marathon
Group to resume realizing revenue from the Marathon Group's investment of
$108 million in Libya. The Marathon Group is uncertain when these
negotiations can be completed or how the negotiations will be affected by
the United Nations' sanctions against Libya.
Guarantees by USX of the liabilities of affiliated and other entities of
the Marathon Group totaled $18 million at September 30, 1994.
At September 30, 1994, the Marathon Group's pro rata share of obligations
of LOOP INC. and various pipeline affiliates secured by throughput and
deficiency agreements totaled $196 million. 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.
At September 30, 1994, contract commitments for the Marathon Group's
capital expenditures for property, plant and equipment totaled $215 million
compared with $284 million at December 31, 1993.
<PAGE> 32
MARATHON GROUP OF USX CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
The Marathon Group includes 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. The
following discussion should be read in conjunction with the third quarter 1994
USX consolidated financial information and the Marathon Group financial
statements and selected notes.
Results of Operations
- ---------------------
The Marathon Group reported net income of $102 million, or $.35 per share,
in the third quarter of 1994, compared to net income of $30 million, or $.10 per
share, in the same quarter of 1993. The Marathon Group had net income of $284
million, or $.98 per share, in the first nine months of 1994. Net income in the
first nine months of 1993 was $59 million, or $.19 per share, as restated to
reflect the unfavorable $23 million ($.08 per share) cumulative effect of
changes in accounting principles.
Sales in the third quarter of 1994 were $3,497 million, compared with
$2,983 million in the third quarter of 1993. The 17% improvement primarily
reflected increased excise taxes, which totaled $733 million in the third
quarter of 1994 compared with $511 million in the third quarter of 1993; as well
as higher worldwide liquid hydrocarbon volumes and higher refined product
prices. Sales in the first nine months of 1994 were $9,349 million, compared
with $9,040 million in the first nine months of 1993. The improvement primarily
reflected increased excise taxes, which totaled $1,878 million in the first nine
months of 1994 compared with $1,407 million in the first nine months of 1993; as
well as higher worldwide liquid hydrocarbon volumes, partially offset by lower
worldwide liquid hydrocarbon prices, including prices of matching buy/sell
transactions. Matching buy/sell transactions and excise taxes are included in
both sales and operating costs, resulting in no effect on operating income.
Higher excise taxes were the predominant factor in the increase in taxes other
than income taxes in both periods in 1994.
Operating income was $117 million in the third quarter of 1994, compared
with operating income of $84 million in the third quarter of 1993. Third
quarter operating income for 1994 and 1993 included unfavorable noncash effects
of $63 million and $30 million, respectively, resulting from increases in the
inventory market valuation reserve. The inventory market valuation reserve
reflects the extent to which the recorded costs of crude oil and refined product
inventories exceed net realizable value. Subsequent changes to the inventory
market valuation reserve are dependent on changes in future crude oil and
refined product price levels and inventory turnover. The following discussion
of third quarter results excludes the effects of changes in the inventory market
valuation reserve.
Operating income in the third quarter of 1994 increased $66 million from
the third quarter of 1993. The 58% increase was primarily due to increased
operating income from worldwide exploration and production, partially offset by
reduced operating income from refining, marketing and transportation operations.
Operating income from worldwide exploration and production was $73 million
in the third quarter of 1994, compared with a loss of $9 million in the third
quarter
<PAGE> 33
MARATHON GROUP OF USX CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
of 1993. Domestic exploration and production operating income was $53 million
in the third quarter of 1994, compared with $10 million in the third quarter of
1993. The significant increase in domestic exploration and production operating
income was primarily due to reduced operating expenses, higher liquid
hydrocarbon prices, higher natural gas volumes and prices, and reduced dry well
expense.
International exploration and production operating income was $20 million
in the third quarter of 1994, compared with a loss of $19 million in the third
quarter of 1993. The $39 million increase was primarily due to increased liquid
hydrocarbon liftings and the absence of a 1993 charge of $17 million for
relinquishment of the Marathon Group's interest in the Arzanah Oil Field, Abu
Dhabi. The increase in liftings mainly reflected production from the East Brae
Field in the United Kingdom ("U.K.") which began in late December 1993.
Marathon's contractual Brae area gas sales commenced on October 1 and are
expected to average approximately 130 million cubic feet per day during the
coming year.
Operating income from refining, marketing and transportation operations was
$123 million in the third quarter of 1994, compared with $146 million in the
third quarter of 1993. The 16% decrease was primarily due to lower margins
from refined products and convenience store merchandise, as well as increased
operating expenses, partially offset by a favorable effect relating to a legal
settlement. In the fourth quarter of 1994, the Marathon Group completed the
acquisition of 53 gasoline outlets/convenience stores in Tennessee and Michigan
from petroleum retailers.
In the first nine months of 1994, operating income was $499 million,
compared to operating income of $284 million in the first nine months of 1993.
The first nine months included a $158 million favorable noncash effect in 1994
and a $54 million unfavorable noncash effect in 1993 resulting from changes in
the inventory market valuation reserve. Excluding the effects of these changes
in the inventory market valuation reserve, operating income in the first nine
months of 1994 increased $3 million from the first nine months of 1993. The
slight increase was mainly due to reduced worldwide production operating
expenses, partially offset by lower worldwide liquid hydrocarbon prices. In
addition, the first nine months of 1994 included $36 million for employee
reorganization charges. The reorganization charges included $22 million for
worldwide exploration and production; $13 million for refining, marketing and
transportation; and $1 million for administrative. These charges relate to
employee severance and relocation costs associated with work force reduction
programs. Employee reorganization charges in the fourth quarter are not
expected to be material. Annual pretax reductions in employment costs and
associated overhead costs of approximately $80 million are expected to be
realized after full implementation of the work force reduction programs in place
during 1994.
Other income of $166 million was recorded in the first nine months of 1994,
compared with other income of $21 million in the first nine months of 1993. The
increase in 1994 was primarily due to the third quarter sale of the assets of a
retail propane marketing subsidiary and the first quarter sale of certain
domestic oil and gas production properties.
Net interest and other financial costs in the first nine months of 1994
included a $34 million favorable effect resulting from settlement of various
state tax issues.
<PAGE> 34
MARATHON GROUP OF USX CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
The provision for estimated income taxes for the periods reported is based
on tax rates and amounts which recognize management's best estimate of current
and deferred tax assets and liabilities. The third quarter 1993 income tax
provision included a credit of $64 million related to recognition of additional
future U.S. income tax benefits for deferred foreign income taxes. This
favorable adjustment resulted from USX's ability to elect to credit, rather than
deduct, foreign income taxes for U.S. federal income tax purposes in future
periods. The anticipated use of the U.S. foreign tax credit reflects Marathon's
improving international production profile. The income tax provision for the
third quarter of 1993 also included a $40 million charge associated with an
increase in the federal income tax rate from 34% to 35% reflecting remeasurement
of deferred federal income tax liabilities as of January 1, 1993.
The Marathon Group's posted price for West Texas Intermediate, a benchmark
crude oil, averaged $16.15 per barrel in October 1994, compared to a third
quarter average of $16.98 per barrel. The outlook regarding prices and costs
for the Marathon Group's principal products is largely dependent upon world
market developments for crude oil and refined products. Market conditions in
the petroleum industry are cyclical and subject to global economics and
political events.
The Marathon Group closed its Lubricants and Tires, Batteries and
Accessories supply facility in Robinson, Illinois on October 31, 1994. Marathon
brand and company-operated retail outlets are being supplied by third-party
vendors. The costs related to the closure are not expected to have a material
effect on the Marathon Group's operating results.
Employees at the Detroit refinery are represented by the International
Brotherhood of Teamsters ("Teamsters") under a labor agreement which expires on
November 15, 1994. During October, management and the Teamsters began
discussions regarding a new labor agreement.
The Marathon Group and Union Oil Company of California (Unocal) entered
into an agreement, intended to become effective December 1, 1994, to complete a
major property trade and realignment of operations in the Cook Inlet Region of
Alaska. The Marathon Group is to acquire Unocal's working interest in the
Cannery Loop, Beaver Creek and Kenai fields. In exchange, Unocal is to acquire
the Marathon Group's working interest in the Swanson River Field and operator
interest in the Trading Bay Unit, which includes two platforms and an onshore
processing facility.
Effective December 1, 1994, the Marathon Group will be required to sell
reformulated gasoline at wholesale distribution terminals serving ozone
nonattainment areas that require reformulated gasoline. Beginning January 1,
1995, the Marathon Group's retail outlets located in those areas will be
required to sell reformulated gasoline. The areas in the Marathon Group's
marketing territory requiring reformulated gasoline are limited to the Chicago,
Illinois; Milwaukee, Wisconsin and Louisville, Kentucky metropolitan areas. The
Marathon Group is well positioned to supply the reformulated gasoline in its
marketing area, and it has already begun the production of reformulated
gasoline. In addition, the Marathon Group will make reformulated gasoline to be
sold for use in the East Coast market.
<PAGE> 35
MARATHON GROUP OF USX CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
Cash Flows
- ----------
Net cash provided from operating activities was $285 million in the first
nine months of 1994, compared with $457 million in the first nine months of
1993. The first nine months of 1994 included second quarter payments of $123
million related to settlement of various state tax issues. Excluding these
payments, net cash flows from operating activities in the first nine months of
1994 decreased $49 million from the first nine months of 1993.
Cash provided from the disposal of assets was $233 million in the first
nine months of 1994, compared with $112 million in the first nine months of
1993. Proceeds in the first nine months of 1994 mainly reflected the sales of
the assets of a retail propane marketing subsidiary and certain domestic oil and
gas production properties. Proceeds in the first nine months of 1993 primarily
reflected the sale/leaseback of interests in two LNG tankers and the sales of
various domestic oil and gas production properties.
Financial obligations decreased $40 million in the first nine months of
1994, reflecting net cash provided from operating activities and a reduction in
attributed cash and cash equivalents, partially offset by net cash flows used in
investing activities and dividends paid during the period. Financial
obligations consist of the Marathon Group's portion of USX debt and preferred
stock of a subsidiary attributed to all three groups.
The Marathon Group engages in hedging activities in the normal course of
its business. Futures contracts, commodity swaps and options are used to hedge
exposure to price fluctuations relevant to the purchase or sale of crude oil,
natural gas and refined products. Forward contracts are used to hedge currency
risks related to firm commitments for capital expenditures and liabilities
denominated in a foreign currency. While hedging activities are generally used
to reduce risks from unfavorable commodity price and currency rate movements,
they also may limit the opportunity to benefit from favorable movements. The
Marathon Group's hedging activities have not been significant in relation to its
overall business activity. Management believes that its use of hedging
instruments will not have a material effect on the financial position, liquidity
or results of operations of the Marathon Group.
For discussion of USX's liquidity and capital resources, see USX
Consolidated Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Capital Expenditures
- --------------------
Marathon Group capital expenditures for property, plant and equipment in
the third quarter and first nine months of 1994 were $187 million and $464
million, respectively, compared with $215 million and $646 million in the same
periods in 1993. The declines in both periods were primarily due to decreased
expenditures resulting from the substantial completion of the East Brae Field
and SAGE system in the United Kingdom and the distillate hydrotreater complex at
the Robinson, Illinois refinery.
<PAGE> 36
MARATHON GROUP OF USX CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
In addition to the capital expenditures discussed above, the Marathon
Group's noncash activities in the first nine months of 1994 included the
issuance of a $42 million purchase money note related to the acquisition of 36
gasoline outlets/convenience stores from a petroleum retailer.
For the year 1994, capital expenditures are expected to decrease from $910
million in 1993 by approximately $130 million. The decline mainly reflects
decreased expenditures for development of the East Brae Field and SAGE system in
the United Kingdom.
Contract commitments for capital expenditures at September 30, 1994 were
$215 million, compared with $284 million at year-end 1993.
Environmental Matters, Contingencies and Commitments
- ----------------------------------------------------
The Marathon Group has incurred and will continue to incur substantial
capital, operating and maintenance, and remediation expenditures as a result of
environmental laws and regulations. In recent years, these expenditures have
increased primarily due to required product reformulation and process changes in
order to meet Clean Air Act obligations, although ongoing compliance costs have
also been significant. To the extent these expenditures, as with all costs, are
not ultimately reflected in the prices of the Marathon Group's products and
services, operating results will be adversely affected. The Marathon Group
believes that substantially all of its competitors are subject to similar
environmental laws and regulations. However, the specific impact on each
competitor may vary depending on a number of factors, including the age and
location of their operating facilities, their production processes and whether
or not they are engaged in the petrochemical business or the marine
transportation of crude oil.
USX has been notified that it is a potentially responsible party ("PRP") at
nine waste sites related to the Marathon Group under the Comprehensive
Environmental Response, Compensation and Liability Act ("CERCLA") as of
September 30, 1994. In addition, there are 22 sites related to the Marathon
Group where USX has received information requests or other indications that USX
may be a PRP under CERCLA but where sufficient information is not presently
available to confirm the existence of liability or make any judgment as to the
amount thereof. There are also 40 additional sites, excluding retail gasoline
stations, 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 number of waste sites in
and of itself does not necessarily represent a relevant measure of liability
because the nature and extent of environmental concerns vary from site to site,
and USX's share of responsibility varies significantly.
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.
<PAGE> 37
MARATHON GROUP OF USX CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
USX is the subject of, or a 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 (see Note 11 to the Marathon Group financial statements for a
discussion of certain of these matters). 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
discussion of Liquidity and Capital Resources in USX Consolidated Management's
Discussion and Analysis of Financial Condition and Results of Operations.
<PAGE> 38
<TABLE>
MARATHON GROUP OF USX CORPORATION
SUPPLEMENTAL STATISTICS
---------------------------------
($'s in Millions)
<CAPTION>
Third Quarter Nine Months
Ended Ended
September 30 September 30
------------- -------------
1994 1993 1994 1993
---- ---- ---- ----
<S> <C> <C> <C> <C>
SALES $3,497 $2,983 $9,349 $9,040
OPERATING INCOME (LOSS)
Exploration & Production
Domestic $53 $10 $119 $114
International 20 (19) 30 (15)
Refining, Marketing & Transportation 123 146 249 296
Gas Gathering & Processing (1) (1) (1) -
Administrative (15) (22) (56) (57)
------ ------ ------ ------
$180 $114 $341 $338
Inventory Market Val. Res. Adjustment (63) (30) 158 (54)
------ ------ ------ ------
Total Marathon Group $117 $84 $499 $284
CAPITAL EXPENDITURES $187 $215 $464 $646
EXPLORATION EXPENSES $37 $43 $105 $108
OPERATING STATISTICS
Net Liquid Hydrocarbon Production (A):
Domestic 107.7 109.3 109.1 111.2
International 79.5 47.8 60.5 45.7
------ ------ ------ ------
Worldwide 187.2 157.1 169.6 156.9
Net Natural Gas Production (B):
Domestic 551.7 506.2 564.9 531.1
International 333.6 345.1 370.3 368.9
------ ------ ------ ------
Worldwide 885.3 851.3 935.2 900.0
Average Sales Prices:
Liquid Hydrocarbons (per Bbl)
Domestic $14.72 $13.88 $13.37 $15.24
International 16.21 15.89 15.42 16.88
Natural Gas (per Mcf)
Domestic $1.94 $1.89 $2.03 $1.91
International 1.51 1.49 1.47 1.55
Crude Oil Refined (A) 535.0 580.8 502.8 563.0
Refined Products Sold (A) 743.8 733.4 729.9 719.2
<FN>
(A) Thousands of barrels per day
(B) Millions of cubic feet per day
</TABLE>
<PAGE> 39
Part I - Financial Information (Continued):
C. U. S. Steel Group
<TABLE>
U. S. STEEL GROUP OF USX CORPORATION
STATEMENT OF OPERATIONS (Unaudited)
-----------------------------------
<CAPTION>
Third Qtr. Nine Months
Ended Ended
September 30 September 30
(Dollars in millions, except per share amounts) 1994 1993* 1994 1993*
- --------------------------------------------------------------------------------
- ---
<S> <C> <C> <C> <C>
SALES $1,505 $1,429 $4,423 $4,064
OPERATING COSTS:
Cost of sales (excludes items shown below) 1,297 1,253 3,943 4,044
Selling, general and administrative
expenses (credits) (30) (22) (91) (85)
Depreciation, depletion and amortization 79 77 237 233
Taxes other than income taxes 53 55 164 158
------ ------ ------ ------
Total operating costs 1,399 1,363 4,253 4,350
------ ------ ------ ------
OPERATING INCOME (LOSS) 106 66 170 (286)
Other income 14 6 46 133
Interest and other financial income 3 5 9 16
Interest and other financial costs (40) (51) (115) (322)
------ ------ ------ ------
TOTAL INCOME (LOSS) BEFORE INCOME TAXES AND
CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING PRINCIPLE 83 26 110 (459)
Less credit for estimated income taxes (7) (7) (1) (166)
------ ------ ------ ------
TOTAL INCOME (LOSS) BEFORE CUMULATIVE EFFECT
OF CHANGE IN ACCOUNTING PRINCIPLE 90 33 111 (293)
Cumulative effect of changes in
accounting principle - - - (69)
------ ------ ------ ------
NET INCOME (LOSS) 90 33 111 (362)
Dividends on preferred stock (6) (7) (19) (16)
------ ------ ------ ------
NET INCOME (LOSS) APPLICABLE TO STEEL STOCK $84 $26 $92 $(378)
====== ====== ====== ======
<FN>
*Restated as a result of the adoption of a new accounting standard.
Selected notes to financial statements appear on pages 43-47.
</TABLE>
<PAGE> 40
<TABLE>
U. S. STEEL GROUP OF USX CORPORATION
STATEMENT OF OPERATIONS (Continued) (Unaudited)
INCOME PER COMMON SHARE
-----------------------------------------------
<CAPTION>
Third Qtr. Nine Months
Ended Ended
September 30 September 30
(Dollars in millions, except per share amounts) 1994 1993* 1994 1993*
- --------------------------------------------------------------------------------
- --
STEEL STOCK DATA
<S> <C> <C> <C> <C>
Income per share:
Total income (loss) before cumulative
effect of change in accounting
principle - primary $1.11 $.41 $1.23 $(4.94)
- fully diluted 1.05 .41 1.23 (4.94)
Cumulative effect of change in accounting
principle - primary and fully diluted - - - (1.11)
Net income (loss) - primary 1.11 .41 1.23 (6.05)
- fully diluted 1.05 .41 1.23 (6.05)
Weighted average shares, in thousands:
- Primary 75,674 67,142 74,947 62,379
- Fully diluted 86,596 68,392 76,197 62,379
Dividends paid per share .25 .25 .75 .75
<FN>
*Restated as a result of the adoption of a new accounting standard.
Selected notes to financial statements appear on pages 43-47.
</TABLE>
<PAGE> 41
<TABLE>
U. S. STEEL GROUP OF USX CORPORATION
BALANCE SHEET (Unaudited)
------------------------------------
<CAPTION>
September 30 December 31
(Dollars in millions) 1994 1993
- --------------------------------------------------------------------------------
- ----
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $24 $79
Receivables, less allowance for doubtful
accounts of $6 and $5 532 583
Receivable from other groups 50 13
Inventories 613 629
Deferred income tax benefits 289 269
Other current assets - 2
------- -------
Total current assets 1,508 1,575
Long-term receivables and other investments,
less reserves of $22 and $22 668 685
Property, plant and equipment, less accumulated
depreciation, depletion and amortization of
$5,924 and $5,984 2,536 2,653
Long-term deferred income tax benefits 465 538
Prepaid pensions 1,188 1,084
Other noncurrent assets 76 81
------- -------
Total assets $6,441 $6,616
======= =======
LIABILITIES
Current liabilities:
Notes payable $46 $-
Accounts payable 665 1,048
Payroll and benefits payable 335 349
Accrued taxes 232 180
Accrued interest 22 33
Long-term debt due within one year 25 11
------- -------
Total current liabilities 1,325 1,621
Long-term debt, less unamortized discount 1,405 1,540
Employee benefits 2,489 2,491
Deferred credits and other liabilities 284 347
Preferred stock of subsidiary 64 -
------- -------
Total liabilities 5,567 5,999
STOCKHOLDERS' EQUITY
Preferred stock 32 32
Common stockholders' equity 842 585
------- -------
Total stockholders' equity 874 617
------- -------
Total liabilities and stockholders' equity $6,441 $6,616
======= =======
<FN>
Selected notes to financial statements appear on pages 43-47.
</TABLE>
<PAGE> 42
<TABLE>
U. S. STEEL GROUP OF USX CORPORATION
STATEMENT OF CASH FLOWS (Unaudited)
------------------------------------
<CAPTION>
Nine Months Ended
September 30
(Dollars in millions) 1994 1993*
- --------------------------------------------------------------------------------
- ----
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
OPERATING ACTIVITIES:
<S> <C> <C>
Net income (loss) $111 $(362)
Adjustments to reconcile to net cash provided from (used in)
operating activities:
Accounting principle change - 69
Depreciation, depletion and amortization 237 233
Pensions (105) (167)
Postretirement benefits other than pensions 51 82
Deferred income taxes 49 (199)
Gain on disposal of assets (9) (139)
Changes in:
Current receivables - sold 10 60
- operating turnover (15) (100)
Inventories (47) (20)
Current accounts payable and accrued expenses (336) 783
All other items - net (16) (69)
------ ------
Net cash provided from (used in)
operating activities (70) 171
------ ------
INVESTING ACTIVITIES:
Capital expenditures (171) (136)
Disposal of assets 16 154
All other items - net (4) (23)
------ ------
Net cash used in investing activities (159) (5)
------ ------
FINANCING ACTIVITIES:
U. S. Steel Group activity - debt attributed to all
groups - net (14) (779)
Specifically attributed debt:
Borrowings 4 12
Repayments (29) (14)
Attributed preferred stock of subsidiary 62 -
Issuance of common stock of subsidiary 11 -
Preferred stock issued - 336
Steel Stock issued 213 363
Dividends paid (73) (62)
------ ------
Net cash provided from (used in)
financing activities 174 (144)
------ ------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (55) 22
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 79 22
------ ------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $24 $44
====== ======
Cash used in operating activities included:
Interest and other financial costs paid (net of
amount capitalized) $(167) $(132)
Income taxes refunded including settlements
with other groups 46 21
<FN>
*Restated as a result of the adoption of a new accounting standard.
Selected notes to financial statements appear on pages 43-47.
</TABLE>
<PAGE> 43
U. S. STEEL GROUP OF USX CORPORATION
SELECTED NOTES TO FINANCIAL STATEMENTS
--------------------------------------
(Unaudited)
1. The information furnished in these financial statements is unaudited but,
in the opinion of management, reflects all adjustments necessary for a fair
presentation of the results for the periods covered. All such adjustments
are of a normal recurring nature unless disclosed otherwise. These
financial statements, including selected notes, have been prepared in
accordance with the applicable rules of the Securities and Exchange
Commission and do not include all of the information and disclosures
required by generally accepted accounting principles for complete financial
statements. Additional information is contained in the USX Annual Report
on Form 10-K for the year ended December 31, 1993. Financial data for the
first nine months of 1993 has been restated to reflect the adoption of
Statement of Financial Accounting Standards No. 112, "Employers' Accounting
for Postemployment Benefits" (SFAS No. 112) (see Note 8).
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. These financial statements are
prepared using the amounts included in the USX consolidated financial
statements. Corporate amounts reflected in these financial statements are
determined based upon methods which management believes to be reasonable.
The accounting policies applicable to the preparation of the financial
statements of the U.S. Steel Group may be modified or rescinded in the sole
discretion of the Board of Directors of USX (Board), although the Board has
no present intention to do so. The Board may also adopt additional
policies depending on the circumstances.
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 and responsibility for such liabilities. Holders of USX-
U. S. Steel Group Common Stock (Steel Stock), USX-Marathon Group Common
Stock (Marathon Stock) and USX-Delhi Group Common Stock (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.
<PAGE> 44
U. S. STEEL GROUP OF USX CORPORATION
SELECTED NOTES TO FINANCIAL STATEMENTS (Continued)
--------------------------------------------------
(Unaudited)
2. The method of calculating net income (loss) per share for the Steel Stock,
Marathon Stock and Delhi Stock reflects the Board's 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 (loss) per share is calculated by adjusting net income
(loss) for dividend requirements of preferred stock and is based on the
weighted average number of common shares outstanding plus common stock
equivalents, provided they are not antidilutive. Common stock equivalents
result from assumed exercise of stock options and surrender of stock
appreciation rights associated with stock options, where applicable.
Fully diluted net income (loss) per share assumes conversion of convertible
securities for the applicable periods outstanding and assumes exercise of
stock options and surrender of stock appreciation rights provided, in each
case, the effect is not antidilutive.
3. Inventories are carried at the lower of cost or market. Cost of
inventories is determined primarily under the last-in, first-out (LIFO)
method.
<TABLE>
<CAPTION>
(In millions)
-----------------------
September 30 December 31
1994 1993
------------ -----------
<S> <C> <C>
Raw materials $26 $108
Semi-finished products 349 329
Finished products 150 125
Supplies and sundry items 88 67
---- ----
Total $613 $629
==== ====
</TABLE>
Cost of sales was reduced by $12 million in the first nine months of 1993
($2 million decrease in the third quarter of 1993) as a result of
liquidations of LIFO inventories (immaterial in the 1994 periods).
4. Pretax income (loss) in the first nine months of 1993 included a $633
million charge for the Lower Lake Erie Iron Ore Antitrust Litigation
against a former USX subsidiary, the Bessemer & Lake Erie Railroad (B&LE).
Charges of $438 million were included in operating costs and $195 million
($14 million in the third quarter) included in interest and other financial
costs. The effect on net income (loss) was $406 million unfavorable ($6.50
per share).
5. Operating income (loss) included net periodic pension credits of $93
million and $155 million in the first nine months of 1994 and 1993,
respectively, ($32 million and $52 million in the third quarter of 1994 and
1993, respectively). These pension credits are primarily noncash and for
the most part are included in selling, general and administrative expenses.
The
<PAGE> 45
U. S. STEEL GROUP OF USX CORPORATION
SELECTED NOTES TO FINANCIAL STATEMENTS (Continued)
--------------------------------------------------
(Unaudited)
5. (Continued)
expected long-term rate of return on plan assets, which is reflected in the
calculation of net periodic pension credits, was reduced to 9% in 1994 from
10% in 1993.
6. Other income in the first nine months of 1993 included a pretax gain of
$139 million from disposal of assets, primarily related to the second
quarter sale of the Cumberland coal mine.
7. The financial statement provision for estimated income taxes and 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 for such groups. 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 amount, credits, preferences and other
amounts directly related to the respective groups.
The credit for estimated income taxes for the U. S. Steel Group is based on
tax rates and amounts which recognize management's best estimate of current
and deferred tax assets and liabilities. Differences between the combined
interim tax provisions of the U. S. Steel, Marathon and Delhi Groups and
USX consolidated are allocated to each group based on the relationship of
the individual group provisions to the combined interim provisions.
The provision for the third quarter and first nine months of 1994 included
a one-time $32 million deferred tax benefit related to the excess of tax
over financial basis in shares of RMI Titanium Company (RMI), concurrent
with the adoption of equity accounting for RMI. The third quarter 1993
income tax provision included a $20 million favorable effect associated
with an increase in the federal income tax rate from 34% to 35%. This
credit reflected a $15 million remeasurement of deferred federal income tax
assets as of January 1, 1993, and a $5 million tax credit related to 1993
pretax losses.
8. In 1993, USX adopted SFAS No. 112. The cumulative effect of this change in
accounting principle decreased first quarter 1993 net income of the U. S.
Steel Group by $69 million, net of $40 million income tax effect.
9. In the first quarter of 1994, USX sold 5,000,000 shares of USX-U. S. Steel
Group Common Stock to the public for net proceeds of $201 million, which
have been reflected in their entirety in the financial statements of the U.
S. Steel Group.
In the first quarter of 1994, USX Capital LLC, a wholly owned subsidiary of
USX, sold $250 million of 8-3/4% Cumulative Monthly Income Preferred Shares
(MIPS). In accordance with the USX policy of managing most financial
activities on a centralized, consolidated basis, the proceeds from issuance
of the MIPS and the related financial costs (which are included in interest
and other financial costs) were attributed to all three groups in
proportion to their respective participation in USX centrally managed
financing activities.
<PAGE> 46
U. S. STEEL GROUP OF USX CORPORATION
SELECTED NOTES TO FINANCIAL STATEMENTS (Continued)
--------------------------------------------------
(Unaudited)
11. The U. S. Steel Group has entered into an agreement to sell certain
accounts receivable subject to limited recourse. Payments are collected
from the sold accounts receivable; the collections are reinvested in new
accounts receivable for the buyers; and a yield based on defined short-term
market rates is transferred to the buyers. At September 30, 1994, the
balance of sold accounts receivable that had not been collected was $350
million. Buyers have collection rights to recover payments from an amount
of outstanding receivables equal to 120% of the outstanding receivables
purchased on a nonrecourse basis; such overcollateralization cannot exceed
$70 million. 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.
Prior to 1993, USX Credit, a division of USX, sold certain of its loans
receivable subject to limited recourse. USX Credit continues to collect
payments from the loans and transfer to the buyers principal collected plus
yield based on defined short-term market rates. At September 30, 1994, the
balance of sold loans receivable subject to recourse was $150 million. As
of September 30, 1994, USX Credit had outstanding loan commitments of
$29 million. USX Credit is not actively making new loan commitments. 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.
12. USX is the subject of, or a 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
U. S. Steel Group financial statements. However, management believes that
USX will remain a viable and competitive enterprise even though it is
possible that these contingencies could be resolved unfavorably to the U.
S. Steel Group. See discussion of Liquidity and Capital Resources in USX
Consolidated Management's Discussion and Analysis of Financial Condition
and Results of Operations.
In the first nine months of 1994, USX paid $367 million to settle
substantially all of the remaining judgments against the B&LE in the Lower
Lake Erie Iron Ore Antitrust Litigation. Two remaining plaintiffs in this
case have had their damage claims remanded for retrial. A new trial may
result in awards more or less than the original asserted claims of $8
million and would be subject to trebling.
On November 3, 1992, the United States District Court for the District of
Utah Central Division issued a Memorandum Opinion and Order in Pickering v.
USX relating to pension and compensation claims by approximately 1,900
employees of USX's former Geneva (Utah) Works. Although the court
dismissed a number of the claims by the plaintiffs, it found that USX had
violated the Employee Retirement Income Security Act by interfering with
the accrual of pension benefits of certain employees and amending a benefit
plan to reduce the accrual of future benefits without proper notice to plan
participants. Further proceedings were held to determine damages and,
pending the court's determinations, USX may appeal. Plaintiffs' counsel
has been reported as estimating plaintiffs' anticipated recovery to be in
excess of $100 million.
<PAGE> 47
U. S. STEEL GROUP OF USX CORPORATION
SELECTED NOTES TO FINANCIAL STATEMENTS (Continued)
--------------------------------------------------
(Unaudited)
12.(Continued)
USX believes actual damages will be substantially less than plaintiffs'
estimates. In the first quarter of 1994, USX entered into settlement
agreements with 208 plaintiffs providing for releases of liability against
USX and the aggregate payment of approximately $1 million by USX. An order
dismissing these plaintiffs from the case with prejudice was entered on
May 31, 1994.
The U. S. Steel Group is subject to federal, state, local and foreign laws
and regulations relating to the environment. These laws generally provide
for control of pollutants released into the environment and require
responsible parties to undertake remediation of hazardous waste disposal
sites. Penalties may be imposed for noncompliance. The U. S. Steel Group
provides for remediation costs and penalties when the responsibility to
remediate is probable and the amount of associated costs is reasonably
determinable. Generally, the timing of these accruals coincide with
completion of a feasibility study or the commitment to a formal plan of
action. Estimated mine reclamation costs are accrued based on actual clean
tons of coal produced. At September 30, 1994, accrued liabilities for
remediation and mine reclamation totaled $150 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.
For a number of years, the U. S. Steel Group has made substantial capital
expenditures to bring existing facilities into compliance with various laws
relating to the environment. In 1993 and 1992, such capital expenditures
totaled $53 million and $52 million, respectively. The U. S. Steel Group
anticipates making additional such expenditures in the future; however, the
exact amounts and timing of such expenditures are uncertain because of the
continuing evolution of specific regulatory requirements.
Guarantees by USX of the liabilities of affiliated entities of the U. S.
Steel Group totaled $185 million at September 30, 1994. In the event that
any defaults of guaranteed liabilities occur, USX has access to its
interest in the assets of the affiliates to reduce U. S. Steel Group losses
resulting from these guarantees. As of September 30, 1994, the largest
guarantee for a single affiliate was $94 million.
At September 30, 1994, contract commitments for the U. S. Steel Group's
capital expenditures for property, plant and equipment totaled $94 million
compared with $105 million at December 31, 1993.
<PAGE> 48
U. S. STEEL GROUP OF USX CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
The U. S. Steel Group includes U. S. Steel, which is primarily engaged in
the production and sale of a wide range of steel mill products, coke and
taconite pellets. The U. S. Steel Group also includes the management of mineral
resources, domestic coal mining, engineering and consulting services and
technology licensing (together with U. S. Steel, the "Steel and Related
Businesses"). Other businesses that are part of the U. S. Steel Group include
real estate development and management, fencing products, and leasing and
financing activities. The following discussion should be read in conjunction
with the third quarter 1994 USX consolidated financial information and the U. S.
Steel Group financial statements and selected notes.
Results of Operations
- ---------------------
The U. S. Steel Group had net income of $90 million, or $1.11 per share, in
the third quarter of 1994, compared with restated net income of $33 million, or
$.41 per share, in the same quarter of 1993. The U. S. Steel Group had net
income of $111 million, or $1.23 per share, in the first nine months of 1994.
The net loss in the first nine months of 1993 was $362 million, or $6.05 per
share, as restated to reflect the unfavorable $69 million ($1.11 per share)
cumulative effect of a change in accounting principle.
Third quarter 1994 sales totaled $1.5 billion, compared with $1.4 billion
in the same quarter last year. The $76 million increase mainly reflected higher
steel prices and shipment volumes, revenue related to the sale of coal seam
methane gas royalty interests and increased commercial shipments of coke,
partially offset by lower project revenues from engineering and consulting
services and lower revenues following the adoption of equity accounting for RMI
Titanium Company during the third quarter of 1994. Sales in the first nine
months of 1994 totaled $4.4 billion, compared with $4.1 billion in the first
nine months of 1993. The $359 million improvement mainly resulted from higher
steel shipment volumes and prices and increased commercial shipments of coke,
partially offset by lower commercial shipments of coal.
The U. S. Steel Group reported operating income of $106 million in the
third quarter of 1994, compared with restated operating income of $66 million in
the same quarter of 1993. The $40 million improvement was primarily due to
improved results from Steel and Related Businesses.
Steel and Related Businesses reported operating income of $83 million in
the third quarter of 1994, compared with operating income of $45 million in the
same quarter last year. The increase was predominantly due to higher average
prices for steel products, as well as income of $13 million related to the sale
of coal seam methane gas royalty interests, improved results from coal
operations and higher steel shipment volumes. These favorable items were
partially offset by higher pension and labor costs and unfavorable effects
resulting from planned blast furnace outages at Gary (IN) Works and Fairfield
(AL) Works.
Other Businesses had an operating loss of $5 million in the third quarter
of 1994, compared with an operating loss of $8 million in the same quarter of
1993.
<PAGE> 49
U. S. STEEL GROUP OF USX CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
Operating income from Administrative, which includes pension credits, other
postretirement benefit costs and certain other expenses principally attributable
to former business units of the U. S. Steel Group, as well as the portion of USX
corporate general and administrative costs allocated to the U. S. Steel Group,
totaled $28 million in the third quarter of 1994, compared with $29 million in
the third quarter of 1993.
The U. S. Steel Group reported operating income of $170 million in the
first nine months of 1994, compared with a restated operating loss of $286
million in the same period of 1993. The operating loss in the first nine months
of 1993 included a $438 million charge for the Lower Lake Erie Iron Ore
Antitrust Litigation against the Bessemer & Lake Erie Railroad ("B&LE"), a
former USX subsidiary, and benefited from a $39 million favorable effect from
the utilization of funds from previously established insurance reserves to pay
for certain employee insurance benefits. Excluding these items, operating
income in the first nine months of 1994 improved by $57 million from the first
nine months of 1993. The increase primarily reflected higher steel prices and
shipment volumes, partially offset by higher pension, labor and scrap metal
costs and the adverse effects of outages at Mon Valley (PA) Works and Gary
Works.
Other income in the first nine months of 1993 included a pretax gain of
$139 million from the disposal of assets, including the sales of the Cumberland
coal mine and an investment in an insurance company. Income from affiliated
operations in the third quarter and first nine months of 1994 improved by $11
million and $41 million, respectively, from the same periods in 1993.
Net interest and other financial costs in the third quarter and first nine
months of 1993 included $14 million and $195 million, respectively, of interest
expense related to the B&LE litigation.
The provision (credit) for estimated income taxes for the U. S. Steel Group
is based on tax rates and amounts which recognize management's best estimate of
current and deferred tax assets and liabilities. The income tax provision for
the third quarter and first nine months of 1994 included a one-time $32 million
deferred tax benefit (see Note 7 to the U. S. Steel Group financial statements).
The third quarter 1993 income tax provision included a $20 million favorable
effect associated with an increase in the federal income tax rate from 34% to
35%. This credit reflected a $15 million remeasurement of deferred federal
income tax assets as of January 1, 1993, and a $5 million tax credit related to
1993 pretax losses.
Third quarter 1994 steel shipments of 2.6 million tons and raw steel
production of 2.9 million tons increased 3% and 2%, respectively, from the same
quarter of 1993. Steel shipments and raw steel production in the first nine
months of 1994 totaled 7.7 million tons and 8.5 million tons, respectively.
These represented increases of 5% and 2%, respectively, from the same period in
1993. Raw steel capability utilization averaged approximately 95% in the third
quarter and first nine months of 1993 and 1994.
Favorable steel market conditions are presently expected to continue into
1995. U. S. Steel's order book remains healthy and further price increases on
most
<PAGE> 50
U. S. STEEL GROUP OF USX CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
steel products have been announced effective January 1, 1995. Shipments in the
fourth quarter of 1994 are expected to be higher than third quarter shipments as
some customers may increase purchases prior to these price increases. During
the first quarter of 1995, operating rates are expected to be reduced by planned
blast furnace outages at Gary Works and Fairfield Works.
The domestic steel industry has been adversely affected by unfairly traded
imports. Steel imports to the United States accounted for an estimated 19%, 17%
and 18% of the domestic steel market in 1993, 1992 and 1991, respectively.
Following the decision by the International Trade Commission ("ITC") in July
1993, levels of imported steel increased with imports accounting for an
estimated 22% of the domestic steel market in the fourth quarter of 1993 and 24%
in the first eight months of 1994. However, market prices for steel products
have generally remained firm because of strong demand, and USX has successfully
obtained some price increases. While USX is unable to predict the effect the
ITC decision may have on the business or results of operations of the U. S.
Steel Group, the higher levels of imported steel may ultimately have an adverse
effect on product prices and shipment levels.
On June 30, 1994, in conjunction with six other domestic producers, USX
filed antidumping and countervailing duty cases with the U.S. Department of
Commerce and the ITC asserting that seven foreign nations have engaged in unfair
trade practices with respect to the export of oil country tubular goods
("OCTG"). On August 15, 1994, the ITC unanimously issued a preliminary ruling
that there is a reasonable indication that U. S. Steel and six other domestic
OCTG producers have been injured by illegal subsidies and dumping. Under the
applicable statute, the U. S. Department of Commerce must now issue its
preliminary determination with respect to the unfair trade practices alleged by
the petitioners. The statute provides for the determination to be made in
December 1994 subject to a possible extension to January 1995. 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.
In October 1994, the U. S. Steel Group entered into a letter of intent with
Nucor Corporation and Praxair, Inc. for establishment of a joint venture to
develop a new technology to produce steel directly from iron carbide. The
parties would initially conduct a feasibility study of the iron carbide to steel
process. If the feasibility study proves successful, the joint venture company
would construct a demonstration plant to develop and evaluate the commercial
feasibility of the steelmaking process.
Cash Flows
- ----------
Net cash used in operating activities was $70 million in the first nine
months of 1994, compared with net cash provided from operating activities of
$171 million in the same period of 1993. The decrease primarily reflected
payments of $367 million in 1994 to settle substantially all of the remaining
judgments from the B&LE litigation. In addition, net cash provided from
operating activities in the first nine months of 1993 benefited from a $103
million favorable effect from the use of available funds from previously
established insurance reserves to pay for certain active and retired employee
insurance benefits. Excluding the 1994 payments and the
<PAGE> 51
U. S. STEEL GROUP OF USX CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
1993 favorable effect, net cash flows from operating activities in the first
nine months of 1994 improved $229 million from the same period in 1993.
Cash from the disposal of assets totaled $16 million in the first nine
months of 1994, compared with $154 million in the first nine months of 1993.
The 1993 proceeds mainly reflected the sales of the Cumberland coal mine and
investments in an insurance company and a foreign manganese mining affiliate.
Financial obligations increased by $23 million in the first nine months of
1994, primarily reflecting the U. S. Steel Group's net cash flows from operating
and investing activities, partially offset by proceeds from the issuance of
Steel Stock. These financial 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.
In February 1994, USX sold 5,000,000 shares of Steel Stock to the public
for net proceeds of $201 million which were reflected in their entirety in the
U. S. Steel Group financial statements.
The U. S. Steel Group engages in hedging activities in the normal course of
its business. Commodity swaps are used to hedge exposure to price fluctuations
relevant to the purchase of natural gas. While hedging activities are generally
used to reduce risks from unfavorable price movements, they also may limit the
opportunity to benefit from favorable movements. The U. S. Steel Group's
hedging activities have not been significant in relation to its overall business
activity. Management believes that its use of hedging instruments will not have
a material effect on the financial position, liquidity or results of operations
of the U. S. Steel Group.
For discussion of USX's liquidity and capital resources, see USX
Consolidated Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Capital Expenditures
- --------------------
U. S. Steel Group capital expenditures for property, plant and equipment in
the third quarter and first nine months of 1994 were $63 million and $171
million, respectively, compared with $54 million and $136 million, respectively,
in the same periods in 1993.
For the year 1994, capital expenditures are expected to total approximately
$250 million, compared with $198 million in 1993.
Contract commitments for capital expenditures at September 30, 1994, were
$94 million, compared with $105 million at year-end 1993.
Environmental Matters, Contingencies and Commitments
- ----------------------------------------------------
The U. S. Steel Group has incurred and will continue to incur substantial
capital, operating and maintenance, and remediation expenditures as a result of
PAGE> 52
U. S. STEEL GROUP OF USX CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
environmental laws and regulations. In recent years, these expenditures have
been mainly for process changes in order to meet Clean Air Act obligations,
although ongoing compliance costs have also been significant. To the extent
these expenditures, as with all costs, are not ultimately reflected in the
prices of the U. S. Steel Group's products and services, operating results will
be adversely affected. The U. S. Steel Group believes that all of its domestic
competitors are subject to similar environmental laws and regulations. However,
the specific impact on each competitor may vary depending on a number of
factors, including the age and location of their operating facilities and their
production methods.
USX has been notified that it is a potentially responsible party ("PRP") at
35 waste sites related to the U. S. Steel Group under the Comprehensive
Environmental Response, Compensation and Liability Act ("CERCLA") as of
September 30, 1994. In addition, there are 25 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 36 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 number of waste sites in and of itself does not necessarily
represent a relevant measure of liability because the nature and extent of
environmental concerns vary from site to site, and USX's share of responsibility
varies significantly.
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.
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 (see Note 12 to the U. S. Steel Group financial statements for a
discussion of certain of these matters). The ultimate resolution of these
contingencies could, individually or in the aggregate, be material to the U. S.
Steel Group financial statements. However, management believes that USX will
remain a viable and competitive enterprise even though it is possible that these
contingencies could be resolved unfavorably to the U. S. Steel Group. See
discussion of Liquidity and Capital Resources in USX Consolidated Management's
Discussion and Analysis of Financial Condition and Results of Operations.
<PAGE> 53
<TABLE>
U. S. STEEL GROUP OF USX CORPORATION
SUPPLEMENTAL STATISTICS
------------------------------------
($'s in Millions)
<CAPTION>
Third Quarter Nine Months
Ended Ended
September 30 September 30
-------------- --------------
1994 1993 1994 1993
---- ---- ---- ----
<S> <C> <C> <C> <C>
SALES (A)
Steel and Related Businesses (A) $1,473 $1,386 $4,289 $3,933
Other Businesses (B) 32 43 134 131
------ ------ ------ ------
Total U. S. Steel Group $1,505 $1,429 $4,423 $4,064
OPERATING INCOME (LOSS)
Steel and Related Businesses (A) $83 $45 $111 $75
Other Businesses (B) (5) (8) (15) (18)
Administrative (C) 28 29 74 (343)
------ ------ ------ ------
Total U. S. Steel Group $106 $66 $170 $(286)
CAPITAL EXPENDITURES $63 $54 $171 $136
OPERATING STATISTICS
Public & Affiliated Steel Shipments (D) 2,553 2,478 7,650 7,284
Raw Steel-Production (D) 2,883 2,831 8,544 8,408
Raw Steel-Capability Utilization 95.4% 94.8% 95.3% 94.9%
<FN>
(A) Includes the production and sale of steel products, coke and taconite
pellets; domestic coal mining; the management of mineral resources; and
engineering and consulting services and technology licensing.
(B) Includes real estate; fencing products and leasing and financing
activities. Included titanium metal products for periods prior to August
1, 1994.
(C) Includes pension credits, other postretirement benefit costs and certain
other expenses principally attributable to former business units of the
U. S. Steel Group, as well as the portion of USX corporate general and
administrative costs allocated to the U. S. Steel Group. Administrative
in the nine months ended September 30, 1993, included charges of $438
million, recorded in the second quarter of 1993, related to the B&LE
litigation.
(D) Thousands of net tons.
</TABLE>
<PAGE> 54
Part I - Financial Information (Continued):
D. Delhi Group
<TABLE>
DELHI GROUP OF USX CORPORATION
STATEMENT OF OPERATIONS (Unaudited)
-----------------------------------
<CAPTION>
Third Qtr. Nine Months
Ended Ended
September 30 September 30
(Dollars in millions, except per share amounts) 1994 1993 1994 1993
- --------------------------------------------------------------------------------
- ---
<S> <C> <C> <C> <C>
SALES $133.7 $131.3 $424.3 $391.3
OPERATING COSTS:
Cost of sales (excludes items shown below) 118.4 106.6 375.8 307.0
Selling, general and administrative expenses 5.9 6.8 22.3 21.1
Depreciation, depletion and amortization 5.7 8.8 24.3 27.7
Taxes other than income taxes 1.9 1.3 6.2 5.8
Restructuring charges - - 37.4 -
------ ------ ------ ------
Total operating costs 131.9 123.5 466.0 361.6
------ ------ ------ ------
OPERATING INCOME (LOSS) 1.8 7.8 (41.7) 29.7
Other income (loss) - 1.0 (1.3) 4.9
Interest and other financial costs (3.0) (2.8) (8.6) (7.7)
------ ------ ------ ------
TOTAL INCOME (LOSS) BEFORE INCOME TAXES (1.2) 6.0 (51.6) 26.9
Less provision (credit) for estimated
income taxes (.2) 6.7 (19.4) 16.8
------ ------ ------ ------
NET INCOME (LOSS) (1.0) (.7) (32.2) 10.1
Dividends on preferred stock - - (.1) (.1)
Net loss (income) applicable to Retained
Interest .3 .2 10.5 (3.6)
------ ------ ------ ------
NET INCOME (LOSS) APPLICABLE TO OUTSTANDING
DELHI STOCK $(.7) $(.5) $(21.8) $6.4
====== ====== ====== ======
DELHI STOCK DATA
Weighted average shares, in thousands
- Primary 9,438 9,060 9,396 9,037
- Fully diluted 9,438 9,060 9,396 9,038
Net income (loss) per share - primary and
and fully diluted $(.07) $(.05) $(2.32) $.71
Dividends paid per share $.05 $.05 $.15 $.15
<FN>
Selected notes to financial statements appear on pages 57-60.
</TABLE>
<PAGE> 55
<TABLE>
DELHI GROUP OF USX CORPORATION
BALANCE SHEET (Unaudited)
------------------------------
<CAPTION>
September 30 December 31
(Dollars in millions) 1994 1993
- --------------------------------------------------------------------------------
- ----
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $.1 $3.8
Receivables, less allowance for doubtful
accounts of $.7 and $.5 6.2 24.2
Inventories 8.7 9.6
Receivable from Marathon Group 1.6 -
Other current assets 4.9 4.6
------ ------
Total current assets 21.5 42.2
Long-term receivables and other investments 12.7 14.7
Property, plant and equipment, less accumulated
depreciation, depletion and amortization of
$491.6 and $491.5 478.7 521.8
Other noncurrent assets 2.2 1.7
------ ------
Total assets $515.1 $580.4
====== ======
LIABILITIES
Current liabilities:
Notes payable $3.1 $-
Accounts payable 83.8 88.9
Payable to the U. S. Steel Group - .3
Payroll and benefits payable 4.3 1.8
Accrued taxes 12.1 8.1
Accrued interest 1.3 2.7
Long-term debt due within one year 1.4 .6
------ ------
Total current liabilities 106.0 102.4
Long-term debt, less unamortized discount 88.6 109.0
Long-term deferred income taxes 133.0 154.0
Deferred credits and other liabilities 12.6 9.5
Preferred stock of subsidiary 3.8 -
------ ------
Total liabilities 344.0 374.9
STOCKHOLDERS' EQUITY
Preferred stock 2.5 2.5
Common stockholders' equity 168.6 203.0
------ ------
Total stockholders' equity 171.1 205.5
------ ------
Total liabilities and stockholders' equity $515.1 $580.4
====== ======
<FN>
Selected notes to financial statements appear on pages 57-60.
</TABLE>
<PAGE> 56
<TABLE>
DELHI GROUP OF USX CORPORATION
STATEMENT OF CASH FLOWS (Unaudited)
-----------------------------------
<CAPTION>
Nine Months Ended
September 30
(Dollars in millions) 1994 1993
- --------------------------------------------------------------------------------
- ----
<S> <C> <C>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
OPERATING ACTIVITIES:
Net income (loss) $(32.2) $10.1
Adjustments to reconcile to net cash provided from
operating activities:
Depreciation, depletion and amortization 24.3 27.7
Pensions 1.9 1.1
Deferred income taxes (21.0) .9
Gain on disposal of assets (.6) (2.9)
Restructuring charges 37.4 -
Changes in:
Current receivables - sold (6.9) (6.5)
- operating turnover 23.2 1.0
Inventories .9 .4
Current accounts payable and accrued expenses (.4) (8.1)
All other items - net 2.8 (5.2)
------ ------
Net cash provided from operating activities 29.4 18.5
------ ------
INVESTING ACTIVITIES:
Capital expenditures (21.7) (21.0)
Disposal of assets 4.1 4.2
All other items - net - .4
------ ------
Net cash used in investing activities (17.6) (16.4)
------ ------
FINANCING ACTIVITIES:
Delhi Group activity - USX debt attributed to all
groups - net (17.0) 2.2
Attributed preferred stock of subsidiary 3.7 -
Dividends paid (1.5) (1.4)
Payment attributed to Retained Interest (.7) (.8)
------ ------
Net cash used in financing activities (15.5) -
------ ------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (3.7) 2.1
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 3.8 .1
------ ------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $.1 $2.2
====== ======
Cash used in operating activities included:
Interest and other financial costs paid $(9.4) $(7.7)
Income taxes paid including settlements
with other groups (.2) (18.5)
<FN>
Selected notes to financial statements appear on pages 57-60.
</TABLE>
<PAGE> 57
DELHI GROUP OF USX CORPORATION
SELECTED NOTES TO FINANCIAL STATEMENTS
--------------------------------------
(Unaudited)
1. The information furnished in these financial statements is unaudited but,
in the opinion of management, reflects all adjustments necessary for a fair
presentation of the results for the periods covered. All such adjustments
are of a normal recurring nature unless disclosed otherwise. These
financial statements, including selected notes, have been prepared in
accordance with the applicable rules of the Securities and Exchange
Commission and do not include all of the information and disclosures
required by generally accepted accounting principles for complete financial
statements. Additional information is contained in the USX Annual Report
on Form 10-K for the year ended December 31, 1993.
2. The financial statements of the Delhi Group include the financial position,
results of operations and cash flows for the business of Delhi Gas Pipeline
Corporation (DGP) 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. These financial
statements are prepared using amounts included in the USX consolidated
financial statements. Corporate amounts reflected in these financial
statements are determined based upon methods which management believes to
be reasonable. The accounting policies applicable to the preparation of
the financial statements of the Delhi Group may be modified or rescinded in
the sole discretion of the Board of Directors of USX (Board), although the
Board has no present intention to do so. The Board may also adopt
additional policies depending on the circumstances.
The Board has designated 14,003,205 shares of USX-Delhi Group Common Stock
(Delhi Stock) to represent 100% of the common stockholders' equity value of
USX attributable to the Delhi Group as of September 30, 1994. The Delhi
Fraction is the percentage interest in the Delhi Group represented by the
shares of Delhi Stock that are outstanding at any particular time and,
based on 9,437,891 outstanding shares at September 30, 1994, is
approximately 67%. The Marathon Group financial statements reflect a
Retained Interest in the Delhi Group of approximately 33%.
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 and responsibility for such liabilities. Holders of Delhi
Stock, USX-Marathon Group Common Stock (Marathon Stock) and USX-U. S. Steel
Group Common Stock (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 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.
<PAGE> 58
DELHI GROUP OF USX CORPORATION
SELECTED NOTES TO FINANCIAL STATEMENTS (Continued)
--------------------------------------------------
(Unaudited)
3. The method of calculating net income (loss) per share for the Delhi Stock,
Marathon Stock, and Steel Stock reflects the Board's intent that the
separately reported earnings and surplus of the Delhi Group, the Marathon
Group and the U. S. Steel Group, as determined consistent with the USX
Certificate of Incorporation, are available for payment of dividends to the
respective classes of stock, although legally available funds and
liquidation preferences of these classes of stock do not necessarily
correspond with these amounts.
Net income (loss) per share is calculated by adjusting net income (loss)
for dividend requirements of preferred stock and income applicable to the
Retained Interest and is based on the weighted average number of common
shares outstanding plus common stock equivalents, provided they are not
antidilutive. Common stock equivalents result from assumed exercise of
stock options and surrender of stock appreciation rights associated with
stock options, where applicable.
Fully diluted net income (loss) per share assumes exercise of stock options
and surrender of stock appreciation rights, provided, in each case, the
effect is not antidilutive.
4. Inventories are carried at lower of average cost or market.
<TABLE>
<CAPTION>
(In millions)
----------------------
September 30 December 31
1994 1993
------------ -----------
<S> <C> <C>
Natural gas in storage $6.6 $6.8
NGLs in storage .3 .4
Materials and sundry items 1.8 2.4
---- ----
Total $8.7 $9.6
==== ====
</TABLE>
5. In the first nine months of 1994, restructuring charges totaling $39.9
million were recorded for the write-down of assets to estimated net
realizable value related to the planned disposition of certain nonstrategic
gas gathering and processing assets and other investments. Charges of
$37.4 million were included in operating costs and $2.5 million included in
other income in the second quarter of 1994.
6. Other income in the first nine months of 1993 included a pretax gain of
$2.9 million from disposal of assets ($.8 million in the third quarter).
The disposal of assets included a pretax gain of $1.6 million from the
first quarter 1993 sale of a 25% interest in a natural gas transmission
partnership in the first quarter. The tax provision for estimated U.S.
income taxes in the first nine months of 1993 included an unfavorable tax
effect associated with the sale of the partnership interest, which resulted
in a $1.2 million net loss on the transaction.
<PAGE> 59
DELHI GROUP OF USX CORPORATION
SELECTED NOTES TO FINANCIAL STATEMENTS (Continued)
--------------------------------------------------
(Unaudited)
7. The financial statement provision for estimated income taxes and related
tax payments or refunds have been reflected in the Delhi Group, the
Marathon Group and the U. S. Steel Group financial statements in accordance
with USX's tax allocation policy for such groups. 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 group financial statement purposes, based principally
upon the financial income, taxable income, credits, preferences and other
amounts directly related to the respective groups.
The provision (credit) for estimated income taxes for the Delhi Group is
based on tax rates and amounts which recognize management's best estimate
of current and deferred tax assets and liabilities. Differences between
the combined interim tax provisions of the Delhi, the Marathon and the U.
S. Steel Groups and USX consolidated are allocated to each group based on
the relationship of the individual group provisions to the combined interim
provisions.
The third quarter 1993 income tax provision included a $4.4 million charge
associated with an increase in the federal income tax rate from 34% to 35%.
This charge reflected a $4.1 million remeasurement of deferred federal
income tax liabilities as of January 1, 1993, and $.3 million effect
related to taxes on 1993 pretax income.
8. In the first quarter of 1994, USX Capital LLC, a wholly owned subsidiary of
USX, sold $250 million of 8-3/4% Cumulative Monthly Income Preferred Shares
(MIPS). In accordance with the USX policy of managing most financial
activities on a centralized, consolidated basis, the proceeds from issuance
of the MIPS and the related financial costs (which are included in interest
and other financial costs) were attributed to all three groups in
proportion to their respective participation in USX centrally managed
financing activities.
9. Certain of the Delhi Group accounts receivable are sold in combination with
the Marathon Group accounts receivable under a limited recourse agreement.
Payments are collected from the sold accounts receivable; the collections
are reinvested in new accounts receivable for the buyers; and a yield,
based on short-term market rates, is transferred to the buyers. At
September 30, 1994, the balance of the Delhi Group's sold accounts
receivable that had not been collected was $66.8 million. In the event of
a change in control of USX, as defined in the agreement, the Delhi Group
may be required to forward payments collected on sold Delhi Group accounts
receivable to the buyers.
10. USX is the subject of, or a party to, a number of pending or threatened
legal actions, contingencies and commitments relating to the Delhi Group
involving a variety of matters, including laws and regulations relating to
the environment. Certain of these matters are discussed below. The
ultimate resolution of these contingencies could, individually or in the
aggregate, be material to the Delhi Group financial statements. However,
management believes that USX will remain a viable and competitive
enterprise even though it is possible that these contingencies could be
resolved unfavorably to the Delhi Group. See discussion of Liquidity and
Capital Resources in USX Consolidated Management's Discussion and Analysis
of Financial Condition and Results of Operations.
<PAGE> 60
DELHI GROUP OF USX CORPORATION
SELECTED NOTES TO FINANCIAL STATEMENTS (Continued)
--------------------------------------------------
(Unaudited)
10. (Continued)
The Delhi Group is subject to federal, state and local laws and regulations
relating to the environment. These laws generally provide for control of
pollutants released into the environment and require responsible parties to
undertake remediation of hazardous waste disposal sites. Penalties may be
imposed for noncompliance. Expenditures for remediation and penalties have
not been material.
For a number of years, the Delhi Group has made capital expenditures to
bring existing facilities into compliance with various laws relating to the
environment. In 1993 and 1992, such capital expenditures totaled
approximately $4.5 million and $3.0 million, respectively. The Delhi Group
anticipates making additional such expenditures in the future; however, the
exact amounts and timing of such expenditures are uncertain because of the
continuing evolution of specific regulatory requirements.
<PAGE> 61
DELHI GROUP OF USX CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
The Delhi Group includes Delhi Gas Pipeline Corporation and certain other
subsidiaries of USX which are engaged in the purchasing, gathering, processing,
transporting and marketing of natural gas. The following discussion should be
read in conjunction with the third quarter 1994 USX consolidated financial
information and the Delhi Group financial statements and selected notes.
Results of Operations
- ---------------------
The Delhi Group had a net loss of $1.0 million, or $.07 per share, in the
third quarter of 1994, compared with a net loss of $0.7 million, or $.05 per
share, in the third quarter of 1993. The Delhi Group had a net loss of $32.2
million, or $2.32 per share, in the first nine months of 1994, compared with net
income of $10.1 million, or $.71 per share, in the first nine months of 1993.
Sales totaled $133.7 million in the third quarter of 1994, compared with
$131.3 million in the third quarter of 1993. The improvement primarily reflected
increased volumes from the Delhi Group's trading business and from spot market
sales, partially offset by lower average prices for natural gas. Sales totaled
$424.3 million in the first nine months of 1994, compared with $391.3 million in
the first nine months of 1993. The improvement primarily reflected increased
volumes from the Delhi Group's trading business and from spot market sales,
partially offset by lower average prices for natural gas and a decline in
average prices for natural gas liquids ("NGLs").
The Delhi Group had operating income of $1.8 million in the third quarter
of 1994, compared with $7.8 million in the third quarter of 1993. Operating
income in the third quarter of 1994 included a $0.8 million favorable effect of
the reversal of prior-period accruals related to the settlement of certain
contractual matters. Operating income in the third quarter of 1993 included a
$0.8 million refund of prior years' sales taxes. Excluding the effects of these
items, third quarter 1994 operating income declined by $6.0 million from the
third quarter of 1993. This decrease was due primarily to lower gas sales
margin, reflecting a decline in premiums (principally from one customer,
Southwestern Electric Power Company ("SWEPCO") and lower spreads on spot market
sales. This was partially offset by lower depreciation expense as a result of
restructuring activity, higher natural gas throughput volumes and lower average
gas processing plant feedstock (natural gas) costs.
The Delhi Group had an operating loss of $41.7 million in the first nine
months of 1994, compared with operating income of $29.7 million in the first
nine months of 1993. The operating loss in the first nine months of 1994
included restructuring charges of $37.4 million, expenses of $1.7 million
related to a work force reduction program, other employment-related costs of
$2.0 million, charges related to certain contractual matters of $0.3 million and
a $1.6 million favorable pretax effect of the settlement of litigation related
to a prior-year take-or-pay claim. Operating income in the first nine months of
1993 included favorable effects of $1.8 million for the reversal of a prior-
period accrual related to a natural gas contract settlement, $0.8 million for a
refund of prior-years' sales taxes and $0.8 million related to gas imbalance
settlements. Excluding the effects of these items, the operating loss in the
first nine months of 1994 was $1.9 million, down $28.2 million from operating
income of $26.3 million in the first nine months of
<PAGE> 62
DELHI GROUP OF USX CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
1993. This decrease was due primarily to lower gas sales margin and lower
average NGLs prices, partially offset by higher natural gas throughput volumes
and lower depreciation expense.
In June, following a management review of the group's overall cost
structure and asset base, the USX Board of Directors authorized a plan for the
disposition of certain non-strategic assets in Arkansas, Kansas, Louisiana,
Oklahoma and Texas, including pipeline systems comprised of approximately 1,500
miles of gas pipeline and four gas processing plants. The Delhi Group recorded
noncash pretax restructuring charges totaling $39.9 million in the second
quarter of 1994 for the write-down of these assets to estimated net realizable
value. Charges of $37.4 million were included in operating costs and a charge
of $2.5 million was included in other income (loss). Depreciation expense
reductions related to the restructuring totaled $3.1 million in the third
quarter of 1994; reductions are expected to total approximately $3.1 million in
the fourth quarter of 1994 and approximately $7.4 million in the year 1995. As
of November 1, 1994, the Delhi Group had disposed of approximately one-third of
the assets authorized under the restructuring plan.
In addition to the restructuring charges, the Delhi Group recorded pretax
employee reorganization expenses of $1.7 million in the second quarter of 1994,
primarily reflecting employee severance and relocation costs associated with a
work force reduction program designed to realign the organization with current
business conditions. The program affected regional and headquarters employees
in various job functions, and is expected to result in an annual reduction in
employment costs of approximately $5 million, following full implementation.
The Delhi Group attempts to sell all of the natural gas available on its
systems each month. Natural gas volumes not sold to its premium markets are
typically sold in the spot market, generally at lower average unit margins than
those realized from premium sales. Gas sales margin in the first nine months of
1994 declined from the first nine months of 1993 due primarily to lower premiums
from SWEPCO and other customers and a decline in margins from spot market sales.
Gas sales margins from SWEPCO declined by $12.0 million from the first nine
months of 1993 (of which $4.9 million occurred in the third quarter), reflecting
the terms of a new natural gas purchase agreement providing for market sensitive
prices beginning in February 1994. The decline in margins from spot market
sales mainly reflected declines in natural gas prices.
Transportation throughput in the third quarter and first nine months of
1994 declined by 16% and 17%, respectively, from the comparable 1993 periods,
primarily due to increased competition and natural production declines on third-
party wells.
Natural gas volumes from trading sales totaled 117.4 million cubic feet per
day in the third quarter of 1994. The Delhi Group anticipates continued
expansion of its trading business in the future. The trading business 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. Unit
margins earned in the trading business are usually significantly less than those
earned on system sales.
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
gas
<PAGE> 63
DELHI GROUP OF USX CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
-----------------------------------------
plant's operation. Unit margins from gas processing are a function of the sales
prices for NGLs, which tend to fluctuate with changes in the price of crude oil,
and the cost of natural gas feedstocks from which NGLs are extracted. Due to
unfavorable economics in late 1993 and early 1994, the Delhi Group chose not to
fully process some gas, resulting in a 22% decline in first quarter 1994 NGLs
sales volumes as compared with the first quarter of 1993. Second and third
quarter 1994 average NGLs sales volumes and gas processing gross margins
improved significantly from the depressed first quarter 1994 levels. Despite
this improvement, average NGLs sales volumes and gas processing gross margin in
the first nine months of 1994 were lower than in the comparable 1993 period by
8% and 49%, respectively.
Third quarter 1994 other income declined by $1.0 million from the third
quarter of 1993. Other income in the third quarter of 1993 included a $0.8
million pretax gain on the sale of nonstrategic Colorado gas gathering systems.
Other loss of $1.3 million in the first nine months of 1994 included a $2.5
million restructuring charge. Other income of $4.9 million in the first nine
months of 1993 included a $1.6 million pretax gain on the sale of the Delhi
Group's 25% interest in a natural gas transmission partnership and a $0.9
million favorable pretax effect of a prior asset acquisition, in addition to the
previously mentioned $0.8 million gain on the sale of Colorado gas gathering
systems.
The provision for estimated U.S. income taxes is based on tax rates and
amounts which recognize management's best estimate of current and deferred tax
assets and liabilities. The third quarter 1993 income tax provision included a
$4.4 million unfavorable effect of remeasuring income tax liabilities associated
with an increase in the federal income tax rate from 34% to 35%. This charge
reflected a $4.1 million remeasurement of deferred federal income tax
liabilities as of January 1, 1993, and a $0.3 million effect related to taxes on
1993 pretax income. The income tax provision for the first nine months of 1993
included a $2.8 million unfavorable effect associated with the sale of the Delhi
Group's interest in a natural gas transmission partnership, in addition to the
previously mentioned $4.4 million remeasurement effect.
The Delhi Group's operating results are affected by fluctuations in natural
gas prices and demand levels in the markets that it serves. The level of gas
sales margin is greatly influenced by the demand for premium services 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.
Quarterly levels of gas sales margin are difficult to accurately project.
However, fourth quarter 1994 gas sales margin from two contracts will be lower
than the prior-year fourth quarter by a total of approximately $5.5 million as a
result of the terms of the new natural gas purchase agreement with SWEPCO and
the expiration in August 1994 of one of the Delhi Group's contracts with Central
Power and Light Company ("CP&L"), a utility electric generator serving south
Texas. On the basis of sales revenues, SWEPCO and CP&L, who are owned by a
common parent, were each among the Delhi Group's four largest customers for the
year 1993.
Cash Flows
- ----------
Net cash provided from operating activities was $29.4 million in the first
nine months of 1994, up $10.9 million from the first nine months of 1993. The
<PAGE> 64
DELHI GROUP OF USX CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
effect of lower income was more than offset by a decline in income tax payments
(including settlements with other groups), favorable working capital changes
(including the collection of receivables in the first quarter relating to a
natural gas contract dispute with SWEPCO which was settled in 1994) and the
receipt of a $3.8 million advance payment under the terms of a gas purchase
contract.
Cash provided from the disposal of assets was $4.1 million in the first
nine months of 1994, compared with $4.2 million in the first nine months of
1993. The 1994 amount included proceeds of $3.0 million from the sale of the
North Louisiana System. The 1993 amount included proceeds of $1.9 million from
the sale of the Delhi Group's interest in a natural gas transmission partnership
and $1.6 million from the sale of nonstrategic gas gathering systems in
Colorado.
Financial obligations decreased by $13.3 million in the first nine months
of 1994, primarily reflecting the Delhi Group's net cash provided from operating
activities, partially offset by net cash used in investing activities.
Financial obligations consist of the Delhi Group's portion of USX debt and
preferred stock of a subsidiary attributed to all three groups.
The Delhi Group engages in hedging activities in the normal course of its
business. Futures contracts are used to hedge exposure to price fluctuations
relevant to the purchase or sale of natural gas. While hedging activities are
generally used to reduce risks from unfavorable movements, they may also limit
the opportunity to benefit from favorable movements. The Delhi Group's hedging
activities have not been significant in relation to the Group's overall business
activity. Management believes that its use of hedging instruments will not have
a material effect on the financial position, liquidity or results of operations
of the Delhi Group.
For discussion of USX's liquidity and capital resources, see USX
Consolidated Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Capital Expenditures
- --------------------
Delhi Group capital expenditures for property, plant and equipment totaled
$7.8 million in the third quarter of 1994, down $1.9 million from the third
quarter of 1993. Capital expenditures in the first nine months of 1994 totaled
$21.7 million, an increase of $0.7 million from the first nine months of 1993.
Capital expenditures in 1994 will reflect continued expenditures to connect
dedicated gas reserves by the expansion or acquisition of gas gathering,
processing and transmission assets, including those made available as a result
of current industry conditions and regulatory initiatives. In September, the
Delhi Group announced that negotiations for the purchase of the west Texas
gathering and treating facilities of a Texas intrastate pipeline company had
been terminated. The parties had previously announced that they had signed an
agreement in principle for the purchase of these assets by the Delhi Group
subject to execution of a definitive purchase agreement and receipt of necessary
regulatory approvals. The level of the Delhi Group's capital spending in the
fourth quarter of 1994 will be dependent on
<PAGE> 65
DELHI GROUP OF USX CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
the timing and availability of opportunities to enhance its presence in key
operating areas. Capital expenditures for the year 1994 are expected to be in
the range of $35 million to $40 million, compared with capital expenditures for
the year 1993 of $42.6 million.
Environmental Matters, Contingencies and Commitments
- ----------------------------------------------------
The Delhi Group has incurred and will continue to incur capital and
operating and maintenance expenditures as a result of environmental laws and
regulations. To the extent these expenditures, as with all costs, are not
ultimately reflected in the prices of the Delhi Group's products and services,
operating results will be adversely affected. The Delhi Group believes that
substantially all of its competitors are subject to similar environmental laws
and regulations. However, the specific impact on each competitor may vary
depending on a number of factors, including the age and location of their
operating facilities and their production processes.
USX is the subject of, or a party to, a number of pending or threatened
legal actions, contingencies and commitments relating to the Delhi Group
involving a variety of matters, including laws and regulations relating to the
environment. The ultimate resolution of these contingencies could, individually
or in the aggregate, be material to the Delhi Group financial statements.
However, management believes that USX will remain a viable and competitive
enterprise even though it is possible that these contingencies could be resolved
unfavorably to the Delhi Group. See discussion of Liquidity and Capital
Resources in USX Consolidated Management's Discussion and Analysis of Financial
Condition and Results of Operations.
<PAGE> 66
<TABLE>
DELHI GROUP OF USX CORPORATION
SUPPLEMENTAL STATISTICS
------------------------------
($'s in Millions)
<CAPTION>
Third Quarter Nine Months
Ended Ended
September 30 September 30
-------------- -------------
1994 1993 1994 1993
---- ---- ---- ----
<S> <C> <C> <C> <C>
SALES $133.7 $131.3 $424.3 $391.3
GROSS MARGIN
Gas Sales and Trading Margin $13.6 $24.3 $52.6 $76.8
Transportation Margin 3.3 3.7 9.0 11.3
------ ------ ------ ------
Systems and Trading Margin 16.9 28.0 61.6 88.1
Gas Processing Margin 5.1 4.0 8.4 16.4
------ ------ ------ ------
Total Gross Margin $22.0 $32.0 $70.0 $104.5
OPERATING INCOME $1.8 $7.8 $(41.7) $29.7
Restructuring Charges Included in
Operating Loss - - 37.4 -
CAPITAL EXPENDITURES $7.8 $9.7 $21.7 $21.0
OPERATING STATISTICS
Natural Gas Throughput (A):
Natural Gas Sales 600.4 547.3 625.8 542.7
Transportation 288.6 342.9 275.6 333.5
------ ------ ------ ------
Systems Throughput 889.0 890.2 901.4 876.2
Trading Sales 117.4 - 76.6 -
Partnerships - equity share (B) 18.6 15.0 20.8 17.7
------- ------ ------ ------
Total Sales Volumes 1,025.0 905.2 998.8 893.9
Natural Gas Liquids Sales (C) 800.4 813.4 745.1 806.3
<FN>
(A) Millions of cubic feet per day
(B) Related to an investment included in the second quarter 1994 plan of
disposition
(C) Thousands of gallons per day
</TABLE>
<PAGE> 67
Part II - Other Information:
- ----------------------------
Item 1. LEGAL PROCEEDINGS
The following developments occurred during the the three months ended
September 30, 1994, with respect to certain matters discussed in USX's Form 10-K
for the year ended December 31, 1993:
U. S. Steel Group
(a) Inland Steel Patent Litigation
On July 5, 1994, the Patent Office issued a decision rejecting
all claims of the Inland patents. Inland is expected to file a
response to this decision in November 1994 and has the right to
appeal the Patent Office decision to the Patent Office Board of
Appeals.
(b) Securities Litigation
On August 8, 1994, the U.S. District Court denied the Company's
motion to dismiss, and discovery is proceeding.
(c) Environmental Proceedings - Gary Works
In September 1994, the U.S. Environmental Protection Agency (the
"EPA") informed USX of its intent to demand civil penalties for
alleged violations of the Clean Water Act at USX's Gary Works in
Gary, Indiana. USX and the EPA have been engaged in ongoing
discussions concerning water-related matters involving Gary
Works, including the dredging of the Grand Calumet River. The
penalty discussions are a part of those ongoing discussions. The
initial penalty amount presented by the EPA was approximately $12
million. USX is continuing its discussion with the EPA
concerning the penalty amount.
<PAGE> 68
Part II - Other Information (Continued):
- ---------------------------
Item 5. OTHER INFORMATION
SUMMARIZED CONSOLIDATED FINANCIAL INFORMATION OF MARATHON OIL COMPANY
Supplementary Data
---------------------------------------------------------------------
(Unaudited)
The following summarized consolidated financial information of Marathon Oil
Company, a wholly owned subsidiary of USX, is included in this Form 10-Q in
satisfaction of the reporting obligation of Marathon which has debt securities
registered under the Securities Exchange Act. All such securities are
guaranteed by USX.
<TABLE>
(In millions)
-------------------------------
<CAPTION>
Third Qtr. Nine Months
Ended Ended
September 30 September 30
1994 1993 1994 1993*
---- ---- ---- ----
<S> <C> <C> <C> <C>
Income Data:
Net sales $3,480 $2,953 $9,297 $8,955
Operating income 125 93 521 301
Total income before cumulative effect of
changes in accounting principles 97 38 277 36
Net income 97 38 277 13
<FN>
*Restated as a result of the adoption of two new accounting standards.
</TABLE>
<TABLE>
(In millions)
-----------------------
<CAPTION>
September 30 December 31
1994 1993
---------- -----------
<S> <C> <C>
Balance Sheet Data:
Assets:
Current assets $2,525 $1,985
Noncurrent assets 8,903 9,015
------- -------
Total assets $11,428 $11,000
======= =======
Liabilities and Stockholder's Equity:
Current liabilities $1,431 $1,580
Noncurrent liabilities 8,612 8,312
Stockholder's equity 1,385 1,108
------- -------
Total liabilities and stockholder's equity $11,428 $11,000
</TABLE>
======= =======
<PAGE> 69
Part II - Other Information (Continued):
- ----------------------------------------
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
4. Instruments Defining the Rights of Security Holders, Including
Indentures:
(a)$2,325,000,000 Credit Agreement dated as of August 18, 1994.
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.
(b) REPORTS ON FORM 8-K
None
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned chief accounting officer thereunto duly authorized.
USX CORPORATION
By /s/ Lewis B. Jones
------------------
Lewis B. Jones
Vice President &
Comptroller
November 10, 1994
<PAGE> CONFORMED COPY
$2,325,000,000
CREDIT AGREEMENT
dated as of
August 18, 1994
among
USX Corporation
The Co-Agents and Other Banks Listed Herein
Chemical Bank, as Managing Agent
and
Morgan Guaranty Trust Company of New York,
as Agent
<PAGE>
TABLE OF CONTENTS (1)
Page
----
ARTICLE I
DEFINITIONS
SECTION 1.01 Definitions 1
1.02 Accounting Terms and Determinations 10
1.03 Classes and Types of Borrowings...... l0
ARTICLE II
THE CREDITS
SECTION 2.01 Commitments to Lend 11
2.02 Notice of Committed Borrowings 11
2.03 Money Market Borrowings 12
2.04 Notice to Banks; Funding of Loans 16
2.05 Notes 17
2.06 Maturity of Loans 18
2.07 Interest Rates 18
2.08 Fees................................. 21
2.09 Optional Termination or
Reduction of Commitments 22
2.10 Scheduled Termination of
Commitments........................ 22
2.11 Optional Prepayments 22
2.12 General Provisions as
to Payments 22
2.13 Funding Losses 23
2.14 Computation of Interest and Fees 24
2.15 Termination of a Bank's Commitments;
Designation of Additional Banks 24
2.16 Agent's Fees 25
2.17 Change of Control 25
- --------------
(1) The Table of Contents is not a part of this Agreement.
<PAGE>
ARTICLE III
CONDITIONS TO BORROWINGS
SECTION 3.01 All Borrowings 27
3.02 First Borrowing 28
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
SECTION 4.01 Corporate Existence and Power 29
4.02 Corporate and Governmental
Authorization; Contravention 29
4.03 Binding Effect 29
4.04 Financial Information 29
4.05 Litigation 30
4.06 Environmental Matters 30
4.07 Taxes 30
4.08 Compliance with Laws 31
4.09 Marathon 31
ARTICLE V
COVENANTS
SECTION 5.01 Information 31
5.02 Consolidations and Mergers 32
5.03 Use of Proceeds 33
5.04 Termination of Prior
Credit Agreements 34
5.05 Negative Pledge 34
5.06 Sale and Leaseback 36
ARTICLE VI
DEFAULTS
SECTION 6.01 Events of Default 38
6.02 Notice of Default 40
ii
<PAGE>
ARTICLE VII
THE AGENT
SECTION 7.01 Appointment and Authorization 40
7.02 Agent and Affiliates 40
7.03 Action by Agent 40
7.04 Consultation with Experts 40
7.05 Liability of Agent 41
7.06 Indemnification 41
7.07 Credit Decision 41
7.08 Successor Agent 42
7.09 Co-Agents 42
7.10 Managing Agent 42
ARTICLE VIII
CHANGE IN CIRCUMSTANCES
SECTION 8.01 Basis for Determining Interest
Rate Inadequate or Unfair 42
8.02 Illegality 43
8.03 Increased Cost 44
8.04 Base Rate Loans Substituted for
Affected Fixed Rate Loans 47
8.05 Election Not to Borrow 48
8.06 Notice Mandatory 48
ARTICLE IX
MISCELLANEOUS
SECTION 9.01 Notices 48
9.02 No Waivers 49
9.03 Expenses; Documentary Taxes 49
9.04 Sharing of Set-Offs 49
9.05 Amendments and Waivers 50
9.06 Successors and Assigns 50
9.07 Collateral 52
9.08 New York Law 52
9.09 Counterparts; Effectiveness 52
9.10 Waiver of Jury Trial 53
iii
<PAGE>
Schedule I - Commitments
Exhibit A - Form of Note
Exhibit B - Form of Money Market Quote Request
Exhibit C - Form of Invitation for Money Market Quotes
Exhibit D - Form of Money Market Quote
Exhibit E - Opinion of Counsel for the Borrower
Exhibit F - Opinion of Davis Polk & Wardwell,
Special Counsel for the Agent
Exhibit G - Form of Assignment and Assumption Agreement
iv
<PAGE>
CREDIT AGREEMENT
AGREEMENT dated as of August 18, 1994 among USX CORPORATION, the CO-AGENTS
and other BANKS listed on the signature pages hereof, CHEMICAL BANK, as Managing
Agent, and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Agent.
The parties hereto agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01. Definitions. The following terms, as used herein, have the
following meanings:
"Absolute Rate Auction" means a solicitation of Money Market Quotes setting
forth Money Market Absolute Rates pursuant to Section 2.03.
"Additional Bank" has the meaning set forth in Section 2.15.
"Adjusted CD Rate" has the meaning set forth in Section 2.07(b).
"Administrative Questionnaire" means, with respect to each Bank, the
administrative questionnaire in the form requested by the Agent and submitted to
the Agent (with a copy to the Borrower) duly completed by such Bank.
"Agent" means Morgan Guaranty Trust Company of New York in its capacity as
agent for the Banks hereunder, and its successors in such capacity.
"Applicable Lending Office" means, with respect to any Bank, (i) in the
case of its Domestic Loans, its Domestic Lending Office, (ii) in the case of its
Euro-Dollar Loans, its Euro-Dollar Lending Office and (iii) in the case of its
Money Market Loans, its Money Market Lending Office.
"Applicable Margin" has the meaning set forth in Section 2.07(h).
<PAGE> 2
"Assessment Rate" has the meaning set forth in Section 2.07(b).
"Assignee" has the meaning set forth in Section 9.06(d).
"Banks" means the parties listed in Schedule I, any other party which shall
be designated by the Borrower and agree to be bound by the terms and provisions
of this Agreement as provided in Section 2.15, any Assignee which becomes a
party pursuant to Section 9.06(d), and their respective successors.
"Base Rate" means, for any day, a rate per annum equal to the higher of (i)
the Prime Rate for such day and (ii) the sum of 1/2 of 1% plus the Federal Funds
Rate for such day.
"Base Rate Loan" means a Committed Loan made or to be made by a Bank as a
Base Rate Loan in accordance with the applicable Notice of Committed Borrowing
or pursuant to Article VIII.
"Borrower" means USX Corporation, a Delaware corporation, and its
successors.
"Borrower's 1993 Form 10-K" means the Borrower's annual report on Form 10-K
for 1993, as filed with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934.
"Borrowing" has the meaning set forth in Section 1.03.
"CD Base Rate" has the meaning set forth in Section 2.07(b).
"CD Loan" means a Committed Loan made or to be made by a Bank as a CD Loan
in accordance with the applicable Notice of Committed Borrowing.
"CD Reference Banks" means The Bank of Nova Scotia, PNC Bank, National
Association and Morgan Guaranty Trust Company of New York.
"Change of Control" has the meaning set forth in Section 2.17(a).
"Class" refers to the determination whether a Loan is a Committed Loan or a
Money Market Loan.
<PAGE> 3
"Co-Agent" means each Bank designated as a Co-Agent on the signature pages
hereof.
"Code" means the Internal Revenue Code of 1986, as amended, or any
successor statute.
"Commencement Date" has the meaning set forth in Section 5.04.
"Commitment" means, with respect to each Bank, the amount set forth
opposite the name of such Bank in Schedule I as its Commitment (or, in the case
of an Assignee, the portion of the transferor Bank's Commitment assigned to such
Assignee pursuant to Section 9.06(d) or, in the case of an Additional Bank, the
amount specified in the agreement pursuant to which such Additional Bank becomes
a party hereto in accordance with Section 2.15(b)), as such amount may be
reduced from time to time pursuant to Section 2.09.
"Committed Loan" means a loan made or to be made by a Bank to the Borrower
pursuant to Section 2.01.
"Default" means any condition or event which constitutes an Event of
Default or which with the giving of notice or lapse of time or both would,
unless cured or waived, become an Event of Default.
"Domestic Business Day" means any day except a Saturday, Sunday or other
day on which commercial banks in New York City are required or authorized by law
to close.
"Domestic Lending Office" means, as to each Bank, its office located at its
address set forth in its Administrative Questionnaire (or identified in its
Administrative Questionnaire as its Domestic Lending Office) or such other
office as such Bank may hereafter designate as its Domestic Lending Office by
notice to the Borrower and the Agent; provided that any Bank may from time to
time by notice to the Borrower and the Agent designate separate Domestic Lending
Offices for its Base Rate Loans, on the one hand, and its CD Loans, on the other
hand, in which case all references herein to the Domestic Lending Office of such
Bank shall be deemed to refer to either or both of such offices, as the context
may require.
"Domestic Loans" means CD Loans or Base Rate Loans or both.
"Domestic Reserve Percentage" has the meaning set forth in Section 2.07(b).
<PAGE> 4
"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, or any successor statute.
"ERISA Group" means the Borrower, any Subsidiary and all members of a
controlled group of corporations and all trades or businesses (whether or not
incorporated) under common control which, together with the Borrower or any
Subsidiary, are treated as a single employer under Section 414 of the Code.
"Euro-Dollar Business Day" means any Domestic Business Day on which
commercial banks are open for international business (including dealings in
dollar deposits) in London.
"Euro-Dollar Lending Office" means, as to each Bank, its office, branch or
affiliate located at its address set forth in its Administrative Questionnaire
(or identified in its Administrative Questionnaire as its Euro-Dollar Lending
Office) or such other office, branch or affiliate of such Bank as it may
hereafter designate as its Euro-Dollar Lending Office by notice to the Borrower
and the Agent.
"Euro-Dollar Loan" means a Committed Loan made or to be made by a Bank as a
Euro-Dollar Loan in accordance with the applicable Notice of Committed
Borrowing.
"Euro-Dollar Reference Banks" means the principal London offices (or any
successor offices) of The Bank of Nova Scotia, PNC Bank, National Association
and Morgan Guaranty Trust Company of New York.
"Event of Default" has the meaning set forth in Section 6.01.
"Existing Credit Agreements" means the $500,000,000 and the $1,500,000,000
Credit Agreements each dated as of October 13, 1992 among the Borrower, the
banks listed therein and Morgan Guaranty Trust Company of New York as agent for
such banks.
"Facility Period" means the period from and including the Commencement Date
to but not including the Termination Date.
"Federal Funds Rate" means, for any day, the rate per annum (rounded
upward, if necessary, to the nearest 1/100th of 1%) equal to the weighted
average of the rates on overnight Federal funds transactions with members of the
Federal Reserve System arranged by Federal funds brokers on such day, as
published by the Federal Reserve Bank of New
<PAGE> 5
York on the Domestic Business Day next succeeding such day, provided that (i) if
such day is not a Domestic Business Day, the Federal Funds Rate for such day
shall be such rate on such transactions on the next preceding Domestic Business
Day as so published on the next succeeding Domestic Business Day, and (ii) if no
such rate is so published on such next succeeding Domestic Business Day, the
Federal Funds Rate for such day shall be the average rate quoted to the Agent on
such day on such transactions as determined by the Agent.
"Fixed Rate Loans" means CD Loans or Euro-Dollar Loans or Money Market
Loans (excluding Money Market LIBOR Loans bearing interest at the Prime Rate
pursuant to Section 8.01(a)) or any combination of the foregoing.
"Interest Period" means: (1) with respect to each Euro-Dollar Borrowing,
the period commencing on the date of such Borrowing and ending one, two, three
or six months thereafter, as the Borrower may elect in the applicable Notice of
Borrowing; provided that:
(a) any Interest Period which would otherwise end on a day which is
not a Euro-Dollar Business Day shall be extended to the next succeeding
Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in
another calendar month, in which case such Interest Period shall end on the
next preceding Euro-Dollar Business Day; and
(b) any Interest Period which begins on the last Euro-Dollar Business
Day of a calendar month (or on a day for which there is no numerically
corresponding day in the calendar month at the end of such Interest Period)
shall end on the last Euro-Dollar Business Day of a calendar month;
(2) with respect to each CD Borrowing, the period commencing on the date of
such Borrowing and ending 30, 60, 90 or 180 days thereafter, as the Borrower may
elect in the applicable Notice of Borrowing; provided that any Interest Period
which would otherwise end on a day which is not a Euro-Dollar Business Day shall
be extended to the next succeeding Euro-Dollar Business Day;
(3) with respect to each Base Rate Borrowing, the period commencing on the date
of such Borrowing and ending 30 days thereafter; provided that any Interest
Period which would otherwise end on a day which is not a Euro-Dollar Business
Day shall be extended to the next succeeding Euro-Dollar Business Day;
<PAGE> 6
(4) with respect to each Money Market LIBOR Borrowing, the period commencing on
the date of such Borrowing and ending such whole number of months thereafter as
the Borrower may elect in accordance with Section 2.03; provided that:
(a) any Interest Period which would otherwise end on a day which is
not a Euro-Dollar Business Day shall be extended to the next succeeding
Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in
another calendar month, in which case such Interest Period shall end on the
next preceding Euro-Dollar Business Day; and
(b) any Interest Period which begins on the last Euro-Dollar Business
Day of a calendar month (or on a day for which there is no numerically
corresponding day in the calendar month at the end of such Interest Period)
shall end on the last Euro-Dollar Business Day of a calendar month; and
(5) with respect to each Money Market Absolute Rate Borrowing, the period
commencing on the date of such Borrowing and ending such number of days
thereafter (but not less than 15 days) as the Borrower may elect in accordance
with Section 2.03; provided that any Interest Period which would otherwise end
on a day which is not a Euro-Dollar Business Day shall be extended to the next
succeeding Euro-Dollar Business Day; and
provided further that any Interest Period which would otherwise end after the
Termination Date shall end on the Termination Date.
"Level I Status" exists at any date if, at such date, the Borrower has
senior unsecured long-term debt outstanding, without third-party credit
enhancement, which is rated BBB or better by S&P and Baa2 or better by Moody's;
provided that if either S&P or Moody's shall cease to issue ratings of debt
securities generally, then the foregoing test may be satisfied on the basis of
the rating assigned by the other such rating agency.
"Level II Status" exists at any date if, at such date, Level I Status does
not exist and the Borrower has senior unsecured long-term debt outstanding,
without third-party credit enhancement, which is rated BBB- or better by S&P and
Baa3 or better by Moody's; provided that if either S&P or Moody's shall cease to
issue ratings of debt securities generally, then the foregoing test may be
satisfied on the basis of the rating assigned by the other such rating agency.
<PAGE> 7
"Level III Status" exists at any date if, at such date, the Borrower has
senior unsecured long-term debt outstanding, without third-party credit
enhancement, which is rated BBB- or better by S&P and Ba1 by Moody's or BB+ from
S&P and Baa3 or better by Moody's.
"Level IV Status" exists at any date if, at such date, the Borrower has
senior unsecured long-term debt outstanding, without third-party credit
enhancement, which is rated BB+ by S&P and Ba1 by Moody's; provided that if
either S&P or Moody's shall cease to issue ratings of debt securities generally,
then the foregoing test may be satisfied on the basis of the rating assigned by
the other such rating agency.
"Level V Status" exists at any date if at such date, none of Level I, Level
II, Level III or Level IV Status exists.
"LIBOR Auction" means a solicitation of Money Market Quotes setting forth
Money Market Margins based on the London Interbank Offered Rate pursuant to
Section 2.03.
"Loan" means a Committed Loan or a Money Market Loan and "Loans" means
Committed Loans or Money Market Loans or any combination of the foregoing.
"London Interbank Offered Rate" has the meaning set forth in Section
2.07(c).
"Managing Agent" means Chemical Bank, in its capacity as managing agent
hereunder.
"Material Plan" means at any time a Plan or Plans having aggregate Unfunded
Liabilities in excess of $50,000,000.
"Money Market Absolute Rate" has the meaning set forth in Section 2.03(d).
"Money Market Absolute Rate Loan" means a loan made or to be made by a Bank
pursuant to an Absolute Rate Auction.
"Money Market Lending Office" means, as to each Bank, its Domestic Lending
Office or such other office, branch or affiliate of such Bank as it may
hereafter designate as its Money Market Lending Office by notice to the Borrower
and the Agent; provided that any Bank may from time to time by notice to the
Borrower and the Agent designate separate Money Market Lending Offices for its
<PAGE> 8
Money Market LIBOR Loans, on the one hand, and its Money Market Absolute Rate
Loans, on the other hand, in which case all references herein to the Money
Market Lending Office of such Bank shall be deemed to refer to either or both of
such offices, as the context may require.
"Money Market LIBOR Loan" means a loan made or to be made by a Bank
pursuant to a LIBOR Auction (including such a loan bearing interest at the Prime
Rate pursuant to Section 8.01(a)).
"Money Market Loan" means a Money Market LIBOR Loan or a Money Market
Absolute Rate Loan.
"Money Market Margin" has the meaning set forth in Section 2.03(d).
"Money Market Quote" means an offer by a Bank to make a Money Market Loan
in accordance with Section 2.03.
"Moody's" means Moody's Investors Service, Inc. and its successors.
"Mortgage" has the meaning set forth in Section 5.05.
"Multiemployer Plan" means at any time an employee pension benefit plan
within the meaning of Section 4001(a)(3) of ERISA to which any member of the
ERISA Group is then making or accruing an obligation to make contributions or
has within the preceding five plan years made contributions, including for these
purposes any Person which ceased to be a member of the ERISA Group during such
five year period.
"Notes" means promissory notes of the Borrower, substantially in the form
of Exhibit A hereto, evidencing the obligation of the Borrower to repay the
Loans, and "Note" means any one of such promissory notes issued hereunder.
"Notice of Borrowing" means a Notice of Committed Borrowing (as defined in
Section 2.02) or a Notice of Money Market Borrowing (as defined in Section
2.03(f)).
"Parent" means, with respect to any Bank, any Person controlling such Bank.
"Participant" has the meaning set forth in Section 9.06(b).
<PAGE> 9
"PBGC" means the Pension Benefit Guaranty Corporation or any entity
succeeding to any or all of its functions under ERISA.
"Person" means an individual, a corporation, a partnership, an association,
a trust or any other entity or organization, including a government or political
subdivision or an agency or instrumentality thereof.
"Plan" means at any time an employee pension benefit plan (other than a
Multiemployer Plan) which is covered by Title IV of ERISA or subject to the
minimum funding standards under Section 412 of the Code and either (i) is
maintained, or contributed to, by any member of the ERISA Group for employees of
any member of the ERISA Group or (ii) has at any time within the preceding five
years been maintained, or contributed to, by any Person which was at such time a
member of the ERISA Group for employees of any Person which was at such time a
member of the ERISA Group.
"Prime Rate" means the rate of interest publicly announced by Morgan
Guaranty Trust Company of New York in New York City from time to time as its
Prime Rate.
"Reference Banks" means the CD Reference Banks or the Euro-Dollar Reference
Banks, as the context may require, and "Reference Bank" means any one of such
Reference Banks.
"Refunding Borrowing" means a Committed Borrowing to the extent that, after
application of the proceeds thereof, there is no net increase in the outstanding
principal amount of Committed Loans made by any Bank.
"Regulation D" means Regulation D of the Board of Governors of the Federal
Reserve System, as in effect from time to time.
"Required Banks" means at any time Banks having at least 67% of the
aggregate amount of the Commitments or, if the Commitments shall have been
terminated, holding Notes evidencing at least 67% of the aggregate unpaid
principal amount of the Loans.
"S&P" means Standard & Poor's Ratings Group and its successors.
"Status" means, at any date, whichever of Level I Status, Level II Status,
Level III Status, Level IV Status or Level V Status exists at such date.
<PAGE> 10
"Subsidiary" means any corporation or other entity of which securities or
other ownership interests having ordinary voting power to elect a majority of
the board of directors or other persons performing similar functions are at the
time directly or indirectly owned by the Borrower.
"Termination Date" means August 18, 1999, or if such day is not a
Euro-Dollar Business Day, the next succeeding Euro-Dollar Business Day, unless
such Euro-Dollar Business Day falls in another calendar month, in which case the
Termination Date shall be the next preceding Euro-Dollar Business Day.
"Type" refers to the determination whether a Committed Loan is a Base Rate
Loan, a CD Loan or a Euro-Dollar Loan or whether a Money Market Loan is a Money
Market Absolute Rate Loan or a Money Market LIBOR Loan.
"Unfunded Liabilities" means, with respect to any Plan at any time, the
amount (if any) by which (i) the value of all benefit liabilities under such
Plan, determined on a plan termination basis using the assumptions prescribed by
the PBGC for purposes of Section 4044 of ERISA, exceeds (ii) the fair market
value of all Plan assets allocable to such liabilities under Title IV of ERISA
(excluding any accrued but unpaid contributions), all determined as of the then
most recent valuation date for such Plan, but only to the extent that such
excess represents a potential liability of a member of the ERISA Group to the
PBGC or any other Person under Title IV of ERISA.
"Voting Power" has the meaning set forth in Section 2.17(a).
"Voting Stock" has the meaning set forth in Section 2.17(a).
SECTION 1.02. Accounting Terms and Determinations. Unless otherwise
specified herein, all accounting terms used herein shall be interpreted, all
accounting determinations hereunder shall be made, and all financial statements
required to be delivered hereunder shall be prepared, in accordance with
generally accepted accounting principles as in effect from time to time, applied
on a basis consistent (except for changes concurred in by the Borrower's
independent public accountants) with the most recent audited consolidated
financial statements of the Borrower delivered to the Agent.
SECTION 1.03. Classes and Types of Borrowings. The term "Borrowing"
denotes the aggregation of Loans of the
<PAGE> 11
same Type and Class of one or more Banks to be made to the Borrower pursuant to
Article II on a single date and for a single Interest Period. Borrowings are
classified for purposes of this Agreement by reference to either or both the
Class and Type of Loans comprising such Borrowing (e.g., a Euro-Dollar Borrowing
is a Borrowing comprised of Euro-Dollar Loans while a Committed Borrowing is a
Borrowing comprised of Committed Loans).
ARTICLE II
THE CREDITS
SECTION 2.01. Commitments to Lend. Each Bank severally agrees, on the
terms and conditions set forth in this Agreement, to make loans to the Borrower
during the Facility Period pursuant to this Section from time to time in amounts
such that the aggregate principal amount of Committed Loans by such Bank at any
one time outstanding shall not exceed the amount of its Commitment. Within the
foregoing limits, the Borrower may borrow under this Section, repay, or to the
extent permitted by Section 2.11, prepay Loans and reborrow at any time during
the Facility Period under this Section. Each Borrowing under this Section shall
be in an aggregate principal amount of $50,000,000 or any larger integral
multiple of $10,000,000 (except that any such Borrowing may be in the aggregate
amount available in accordance with Section 3.01(b)) and shall be made from the
several Banks ratably in proportion to their respective Commitments.
SECTION 2.02. Notice of Committed Borrowings. The Borrower shall give the
Agent notice (a "Notice of Committed Borrowing") not later than 10:30 A.M. (New
York City time) on (x) the date of each Base Rate Borrowing, (y) the second
Domestic Business Day before each CD Borrowing and (z) the third Euro-Dollar
Business Day before each Euro-Dollar Borrowing, specifying:
(a) the date of such Borrowing, which shall be a Domestic Business Day in
the case of a Domestic Borrowing or a Euro-Dollar Business Day in the case of a
Euro-Dollar Borrowing,
(b) the aggregate amount of such Borrowing,
(c) the Type of the Loans comprising such Borrowing, and
<PAGE> 12
(d) in the case of a Fixed Rate Borrowing, the duration of the Interest
Period applicable thereto, subject to the provisions of the definition of
Interest Period.
SECTION 2.03. Money Market Borrowings.
(a) The Money Market Option. In addition to Committed Borrowings pursuant
to Section 2.01, the Borrower may, as set forth in this Section, request the
Banks to make offers to make Money Market Loans to the Borrower. The Banks may,
but shall have no obligation to, make such offers and the Borrower may, but
shall have no obligation to, accept any such offers in the manner set forth in
this Section.
(b) Money Market Quote Request. When the Borrower wishes to request
offers to make Money Market Loans under this Section, it shall transmit to the
Agent a Money Market Quote Request substantially in the form of Exhibit B hereto
so as to be received no later than 10:30 A.M. (New York City time) on (x) the
fifth Euro-Dollar Business Day prior to the date of Borrowing proposed therein,
in the case of a LIBOR Auction or (y) the Domestic Business Day next preceding
the date of Borrowing proposed therein, in the case of an Absolute Rate Auction
(or, in either case, such other time or date as the Borrower and the Agent shall
have mutually agreed and shall have notified to the Banks not later than the
date of the Money Market Quote Request for the first LIBOR Auction or Absolute
Rate Auction for which such change is to be effective) specifying:
(i) the proposed date of Borrowing, which shall be a Euro-Dollar
Business Day in the case of a LIBOR Auction or a Domestic Business
Day in the case of an Absolute Rate Auction,
(ii) the aggregate amount of such Borrowing, which shall be
$50,000,000 or a larger integral multiple of $10,000,000,
(iii) the duration of the Interest Period applicable thereto,
subject to the provisions of the definition of Interest Period, and
(iv) whether the Money Market Quotes requested are to set forth a
Money Market Margin or a Money Market Absolute Rate.
The Borrower may request offers to make Money Market Loans for more than
one Interest Period in a single Money Market Quote Request. No Money Market
Quote Request
<PAGE> 13
shall be given within five Euro-Dollar Business Days (or such other number of
days as the Borrower and the Agent shall have mutually agreed and shall have
notified to the Banks not later than the date of the Money Market Quote Request
for the first LIBOR Auction or Absolute Rate Auction for which such change is to
be effective) of any other Money Market Quote Request.
(c) Invitation for Money Market Quotes. Promptly upon receipt of a Money
Market Quote Request, the Agent shall send to each of the Banks which shall have
notified the Agent of its desire to receive the same an Invitation for Money
Market Quotes substantially in the form of Exhibit C hereto, which shall
constitute an invitation by the Borrower to each such Bank to submit Money
Market Quotes offering to make the Money Market Loans to which such Money Market
Quote Request relates in accordance with this Section.
(d) Submission and Contents of Money Market Quotes. (i) Each Bank to
which an Invitation for Money Market Quotes is sent may submit a Money Market
Quote containing an offer or offers to make Money Market Loans in response to
such Invitation for Money Market Quotes. Each Money Market Quote must comply
with the requirements of this subsection (d) and must be submitted to the Agent
at its offices specified in or pursuant to Section 9.01 not later than (x) 2:00
P.M. (New York City time) on the fourth Euro-Dollar Business Day prior to the
proposed date of Borrowing, in the case of a LIBOR Auction or (y) 9:30 A.M. (New
York City time) on the proposed date of Borrowing, in the case of an Absolute
Rate Auction (or, in either case, such other time or date as the Borrower and
the Agent shall have mutually agreed and shall have notified to the Banks not
later than the date of the Money Market Quote Request for the first LIBOR
Auction or Absolute Rate Auction for which such change is to be effective);
provided that Money Market Quotes submitted by the Agent (or any affiliate of
the Agent) in the capacity of a Bank may be submitted, and may only be
submitted, if the Agent or such affiliate notifies the Borrower of the terms of
the offer or offers contained therein not later than (x) one hour prior to the
deadline for the other Banks, in the case of a LIBOR Auction or (y) 15 minutes
prior to the deadline for the other Banks, in the case of an Absolute Rate
Auction. Subject to Articles III and VI, any Money Market Quote so made shall
be irrevocable except with the written consent of the Agent given on the
instructions of the Borrower.
<PAGE> 14
(ii) Each Money Market Quote shall be in substantially the form of
Exhibit D hereto and shall in any case specify:
(A) the proposed date of Borrowing,
(B) the principal amount of the Money Market Loan for which each such
offer is being made, which principal amount (w) may be greater than, equal
to or less than the Commitment of the quoting Bank, (x) must be $5,000,000
or a larger integral multiple thereof, (y) may not exceed the principal
amount of Money Market Loans for which offers were requested and (z) may be
subject to a limitation as to the maximum aggregate principal amount of
Money Market Loans for which offers being made by such quoting Bank may be
accepted,
(C) in the case of a LIBOR Auction, the margin above or below the
applicable London Interbank Offered Rate (the "Money Market Margin")
offered for each such Money Market Loan, expressed as a percentage
(specified in increments of 1/10,000th of 1%) to be added to or subtracted
from such base rate,
(D) in the case of an Absolute Rate Auction, the rate of interest per
annum (specified in increments of 1/10,000th of 1%) (the "Money Market
Absolute Rate") offered for each such Money Market Loan, and
(E) the identity of the quoting Bank.
A Money Market Quote may set forth up to five separate offers by the quoting
Bank with respect to each Interest Period specified in the related Invitation
for Money Market Quotes.
(iii) Any Money Market Quote shall be disregarded by the Agent if the
Agent determines that it:
(A) is not substantially in conformity with Exhibit D hereto or does
not specify all of the information required by subsection (d)(ii);
(B) contains qualifying, conditional or similar language (except as
contemplated by subsection (d)(ii)(B)(z));
(C) proposes terms other than or in addition to those set forth in
the applicable Invitation for Money Market Quotes (except as contemplated
by subsection (d)(ii)(B)(z)); or
<PAGE> 15
(D) arrives after the time set forth in subsection (d)(i).
(e) Notice to Borrower. The Agent shall promptly notify the Borrower
of the terms (x) of any Money Market Quote submitted by a Bank that is in
accordance with subsection (d) and (y) of any Money Market Quote that amends,
modifies or is otherwise inconsistent with a previous Money Market Quote
submitted by such Bank with respect to the same Money Market Quote Request. Any
such subsequent Money Market Quote shall be disregarded by the Agent unless such
subsequent Money Market Quote is submitted solely to correct a manifest error in
such former Money Market Quote. The Agent's notice to the Borrower shall
specify (A) the aggregate principal amount of Money Market Loans for which
offers have been received for each Interest Period specified in the related
Money Market Quote Request, (B) the respective principal amounts and Money
Market Margins or Money Market Absolute Rates, as the case may be, so offered
and (C) if applicable, limitations on the aggregate principal amount of Money
Market Loans for which offers in any single Money Market Quote may be accepted.
(f) Acceptance and Notice by Borrower. Not later than (x) 10:30 A.M.
(New York City time) on the third Euro-Dollar Business Day prior to the proposed
date of Borrowing, in the case of a LIBOR Auction or (y) 10:30 A.M. (New York
City time) on the proposed date of Borrowing, in the case of an Absolute Rate
Auction (or, in either case, such other time or date as the Borrower and the
Agent shall have mutually agreed and shall have notified to the Banks not later
than the date of the Money Market Quote Request for the first LIBOR Auction or
Absolute Rate Auction for which such change is to be effective), the Borrower
shall, if it wishes to accept the offers so notified to it pursuant to
subsection (e) in whole or in part, notify the Agent to such effect, which
notice (a "Notice of Money Market Borrowing") shall specify the aggregate
principal amount of offers for each Interest Period that are accepted. The
Borrower may accept any Money Market Quote in whole or in part; provided that:
(i) the aggregate principal amount of each Money Market Borrowing may
not exceed the applicable amount set forth in the related Money Market
Quote Request,
(ii) the principal amount of each Money Market Borrowing must be
$50,000,000 or a larger integral multiple of $10,000,000,
<PAGE> 16
(iii) acceptance of offers in respect of any Interest Period may only
be made on the basis of ascending Money Market Margins or Money Market
Absolute Rates, as the case may be, and
(iv) the Borrower may not accept any offer that is disregarded by the
Agent pursuant to subsection (d)(iii) or that otherwise fails to comply
with the requirements of this Agreement.
(g) Allocation by Agent. If offers are made by two or more Banks with the
same Money Market Margins or Money Market Absolute Rates, as the case may be,
for a greater aggregate principal amount than the amount in respect of which
such offers are accepted for the related Interest Period, the principal amount
of Money Market Loans in respect of which such offers are accepted shall be
allocated by the Agent among such Banks as nearly as possible (in integral
multiples of $1,000,000, as the Agent may deem appropriate) in proportion to the
aggregate principal amounts of such offers. Determinations by the Agent of the
amounts of Money Market Loans shall be conclusive in the absence of manifest
error.
SECTION 2.04. Notice to Banks; Funding of Loans.
(a) Upon receipt of a Notice of Borrowing, the Agent shall promptly notify
each Bank of the contents thereof and of such Bank's share (if any) of such
Borrowing and such Notice of Borrowing shall not thereafter be revocable by the
Borrower.
(b) Not later than 12:00 Noon (New York City time) on the date of each
Borrowing, each Bank participating therein shall (except as provided in
subsection (c) of this Section) make available its share of such Borrowing, in
Federal or other funds immediately available in New York City, to the Agent at
its address specified in or pursuant to Section 9.01. Unless the Agent
determines that any applicable condition specified in Article III has not been
satisfied, the Agent will promptly make the funds so received from the Banks
available to the Borrower at the Agent's aforesaid address.
(c) If any Bank makes a new Loan hereunder on a day on which the Borrower
is to repay all or any part of an outstanding Loan from such Bank, such Bank
shall apply the proceeds of its new Loan to make such repayment and only an
amount equal to the difference (if any) between the amount being borrowed and
the amount being repaid shall be made available by such Bank to the Agent as
provided in
<PAGE> 17
subsection (b), or remitted by the Borrower to the Agent as provided in Section
2.12, as the case may be.
(d) Unless the Agent shall have received notice from a Bank prior to the
date of any Borrowing (or, in the case of a Base Rate Borrowing, prior to 12:00
Noon on the date of such Borrowing) that such Bank will not make available to
the Agent such Bank's share of such Borrowing, the Agent may assume that such
Bank has made such share available to the Agent on the date of such Borrowing in
accordance with subsections (b) and (c) of this Section 2.04 and the Agent may,
in reliance upon such assumption, make available to the Borrower on such date a
corresponding amount. If and to the extent that such Bank shall not have so
made such share available to the Agent, such Bank, and if such Bank shall not
have done so within five Domestic Business Days of demand therefor by the Agent,
then the Borrower, each severally agrees to pay to the Agent forthwith on demand
such corresponding amount together with interest thereon, for each day from the
date such amount is made available to the Borrower until the date such amount is
paid to the Agent, at (i) in the case of the Borrower, a rate per annum equal to
the higher of the Federal Funds Rate and the interest rate applicable thereto
pursuant to Section 2.07 and (ii) in the case of such Bank, the Federal Funds
Rate. If such Bank shall make available to the Agent such corresponding amount,
such amount so made available shall constitute such Bank's Loan included in such
Borrowing for purposes of this Agreement. Nothing in this subsection (d) shall
relieve any Bank of its obligation to make Loans in accordance with the terms
and conditions of this Agreement or relieve any Bank from responsibility for
default by it in such obligation.
SECTION 2.05. Notes. (a) The Loans of each Bank shall be evidenced by a
single Note payable to the order of such Bank for the account of its Applicable
Lending Office; provided that each Bank may, by notice to the Borrower and the
Agent, request that its Loans of a particular Class or Type be evidenced by a
separate Note. Each such separate Note shall be in substantially the form of
Exhibit A hereto with appropriate modifications to reflect the fact that it
evidences solely Loans of the relevant Class or Type. Each reference in this
Agreement to the "Note" of such Bank shall be deemed to refer to and include any
or all of such Notes, as the context may require.
(b) Upon receipt of each Bank's Note pursuant to Section 3.02(a), the
Agent shall forward such Note to such Bank. Each Bank shall record the date,
amount, Class, Type and maturity of each Loan made by it and the date and amount
<PAGE> 18
of each payment of principal made by the Borrower with respect thereto, and may,
if such Bank so elects in connection with any transfer or enforcement of its
Note, endorse on the schedule forming a part thereof appropriate notations to
evidence the foregoing information with respect to each such Loan then
outstanding; provided that the inaccuracy of, or the failure of any Bank to
make, any such recordation or endorsement shall not affect the obligations of
the Borrower hereunder or under the Notes. Each Bank is hereby irrevocably
authorized by the Borrower so to endorse its Note and to attach to and make a
part of its Note a continuation of any such schedule as and when required.
SECTION 2.06. Maturity of Loans. Each Loan included in any Borrowing
shall mature, and the principal amount thereof shall be due and payable, on the
last day of the Interest Period applicable to such Borrowing.
SECTION 2.07. Interest Rates. (a) Each Base Rate Loan shall bear
interest on the outstanding principal amount thereof, for each day from the date
such Loan is made until it becomes due, at a rate per annum equal to the Base
Rate for such day. Such interest shall be payable for each Interest Period on
the last day thereof.
(b) Each CD Loan shall bear interest on the outstanding principal amount
thereof, for the Interest Period applicable thereto, at a rate per annum equal
to the sum of the Applicable Margin plus the applicable Adjusted CD Rate;
provided that if any CD Loan shall, as a result of the further proviso to the
definition of Interest Period, have an Interest Period of less than 30 days,
such CD Loan shall bear interest during such Interest Period at the rate
applicable to Base Rate Loans during such period. Such interest shall be
payable for each Interest Period on the last day thereof and, if such Interest
Period is longer than 90 days, at intervals of 90 days after the first day
thereof.
The "Adjusted CD Rate" applicable to any Interest Period means a rate
per annum determined pursuant to the following formula:
<PAGE> 19
[ CDBR ]*
ACDR = [ --------------------] + AR
[ 1.00 - DRP ]
ACDR = Adjusted CD Rate
CDBR = CD Base Rate
DRP = Domestic Reserve Percentage
AR = Assessment Rate
----------
* The amount in brackets being rounded upward, if
necessary, to the next higher 1/100 of 1%
The "CD Base Rate" applicable to any Interest Period is the rate of
interest determined by the Agent to be the average (rounded upward, if
necessary, to the next higher 1/100 of 1%) of the prevailing rates per annum bid
at 10:00 A.M. (New York City time) (or as soon thereafter as practicable) on the
first day of such Interest Period by two or more New York certificate of deposit
dealers of recognized standing for the purchase at face value from each CD
Reference Bank of its certificates of deposit in an amount comparable to the
principal amount of the CD Loan of such CD Reference Bank to which such Interest
Period applies and having a maturity comparable to such Interest Period.
"Domestic Reserve Percentage" means for any day that percentage (expressed
as a decimal) which is in effect on such day, as prescribed by the Board of
Governors of the Federal Reserve System (or any successor) for determining the
maximum reserve requirement (including without limitation any basic,
supplemental or emergency reserves) for a member bank of the Federal Reserve
System in New York City with deposits exceeding five billion dollars in respect
of new non-personal time deposits in dollars in New York City having a maturity
comparable to the related Interest Period and in an amount of $100,000 or more.
The Adjusted CD Rate shall be adjusted automatically on and as of the effective
date of any change in the Domestic Reserve Percentage.
"Assessment Rate" means for any day the annual assessment rate in effect on
such day which is payable by a member of the Bank Insurance Fund classified as
adequately capitalized and within supervisory subgroup "A" (or a comparable
successor assessment risk classification) within the meaning of 12 C.F.R.
327.3(e) (or any successor provision) to the Federal Deposit Insurance
Corporation (or any successor) for such Corporation's (or such successor's)
insuring time deposits at offices of such institution in the
<PAGE> 20
United States. The Adjusted CD Rate shall be adjusted automatically on and as
of the effective date of any change in the Assessment Rate.
(c) Each Euro-Dollar Loan shall bear interest on the outstanding principal
amount thereof, for the Interest Period applicable thereto, at a rate per annum
equal to the sum of the Applicable Margin plus the applicable London Interbank
Offered Rate. Such interest shall be payable for each Interest Period on the
last day thereof and, if such Interest Period is longer than three months, at
intervals of three months after the first day thereof.
The "London Interbank Offered Rate" applicable to any Interest Period means
the average (rounded upward, if necessary, to the next higher 1/16 of 1%) of the
respective rates per annum at which deposits in dollars are offered to each of
the Euro-Dollar Reference Banks in the London interbank market at approximately
11:00 A.M. (London time) two Euro-Dollar Business Days before the first day of
such Interest Period in an amount approximately equal to the principal amount of
the Euro-Dollar Loan of such Euro-Dollar Reference Bank to which such Interest
Period is to apply and for a period of time comparable to such Interest Period.
(d) Subject to Section 8.01(a), each Money Market LIBOR Loan shall bear
interest on the outstanding principal amount thereof, for the Interest Period
applicable thereto, at a rate per annum equal to the sum of the London Interbank
Offered Rate for such Interest Period (determined in accordance with Section
2.07(c) as if the related Money Market LIBOR Borrowing were a Committed
Euro-Dollar Borrowing) plus (or minus) the Money Market Margin quoted by the
Bank making such Loan in accordance with Section 2.03. Each Money Market
Absolute Rate Loan shall bear interest on the outstanding principal amount
thereof, for the Interest Period applicable thereto, at a rate per annum equal
to the Money Market Absolute Rate quoted by the Bank making such Loan in
accordance with Section 2.03. Such interest shall be payable for each Interest
Period on the last day thereof and, if such Interest Period is longer than three
months, at intervals of three months after the first day thereof.
(e) Any overdue principal of and interest on any Loan shall bear interest,
payable on demand, for each day from and including the date payment thereof was
due to but excluding the date of actual payment, at a rate per annum equal to
the sum of 1% plus the rate applicable to Base Rate Loans for such day.
<PAGE> 21
(f) The Agent shall determine each interest rate applicable to the
Loans hereunder. The Agent shall give prompt notice to the Borrower and the
participating Banks of each rate of interest so determined, and its
determination thereof shall be conclusive in the absence of manifest error.
(g) Each Reference Bank agrees to use its best efforts to furnish
quotations to the Agent as contemplated by this Section. If any Reference Bank
does not furnish a timely quotation, the Agent shall determine the relevant
interest rate on the basis of the quotation or quotations furnished by the
remaining Reference Bank or Banks or, if none of such quotations is available on
a timely basis, the provisions of Section 8.01 shall apply.
(h) The "Applicable Margin" with respect to any Committed Loan at any
date is the applicable percentage amount set forth in the table below based on
the Type of such Loan and the Status on such date:
<TABLE>
Level I Level II Level III Level IV Level V
Status Status Status Status Status
------- -------- --------- -------- --------
<S> <C> <C> <C> <C> <C>
Euro-Dollar 0.3125% 0.40% 0.55% 0.625% 0.675%
Loans
CD Loans 0.4375% 0.525% 0.675% 0.75% 0.80%
</TABLE>
SECTION 2.08. Fees.
(a) Commitment Fees. During the period from and including the
Commencement Date to but not including the Termination Date, the Borrower shall
pay to the Agent for the account of the Banks ratably in proportion to their
Commitments a commitment fee at the Commitment Fee Rate on the daily amount by
which the aggregate amount of the Commitments exceeds the aggregate outstanding
principal amount of the Loans.
For purposes of this subsection (a), "Commitment Fee Rate" means a rate
per annum equal to 0.05%.
(b) Facility Fees. During the period from and including the Commencement
Date to but not including the Termination Date (or such earlier or later date on
which the Commitments shall have terminated in their entirety and the Loans
shall have been repaid in full), the Borrower shall pay to the Agent for the
account of each Bank a facility fee at the Facility Fee Rate on the daily amount
of such Bank's
<PAGE> 22
Commitment (whether used or unused) and, after termination of the Commitments
and until repayment in full of the Loans, on the aggregate outstanding principal
amount of the Loans.
For purposes of this subsection (b):
"Facility Fee Rate" means a rate per annum equal to (i) for any day on
which Level I Status exists 0.1375%, (ii) for any day on which Level II
Status exists, 0.15%, (iii) for any day on which Level III Status exists,
0.20%, (iv) for any day on which Level IV Status exists, 0.25% and (v) for
any day on which Level V Status exists, 0.325%.
(c) Payments. Accrued commitment fees and facility fees shall be payable
quarterly in arrears on each March 31, June 30, September 30, and December 31 on
or prior to the date of termination of the Commitments in their entirety and
upon the date of termination of the Commitments in their entirety (and, if
later, the date the Loans shall be repaid in their entirety).
SECTION 2.09. Optional Termination or Reduction of Commitments. The
Borrower may, upon at least three Domestic Business Days' notice to the Agent,
(i) terminate the Commitments at any time, if no Loans are outstanding at such
time or (ii) ratably reduce from time to time by an aggregate amount of
$50,000,000 or any larger integral multiple thereof, the aggregate amount of the
Commitments in excess of the aggregate outstanding principal amount of the
Loans.
SECTION 2.10. Scheduled Termination of Commitments. The Commitments shall
terminate on the Termination Date, and any Loans then outstanding (together with
accrued interest thereon) shall be due and payable on such date.
SECTION 2.11. Optional Prepayments. (a) The Borrower may, upon at least
one Domestic Business Day's notice to the Agent, prepay any Base Rate Borrowing
(or any Money Market LIBOR Borrowing bearing interest at the Prime Rate pursuant
to Section 8.01(a)) in whole at any time, or from time to time in part in
amounts aggregating $50,000,000 or any larger integral multiple of $10,000,000,
by paying the principal amount to be prepaid together with accrued interest
thereon to the date of prepayment. Each such optional prepayment shall be
applied to prepay ratably the Loans included in such Borrowing.
<PAGE> 23
(b) Except as provided in Section 2.15(a), 2.17 or 8.02 the Borrower may
not prepay all or any portion of the principal amount of any Fixed Rate Loan
prior to the maturity thereof.
(c) Upon receipt of a notice of prepayment pursuant to this Section, the
Agent shall promptly notify each Bank of the contents thereof and of such Bank's
ratable share of such prepayment and such notice shall not thereafter be
revocable by the Borrower.
SECTION 2.12. General Provisions as to Payments. (a) The Borrower shall
make each payment of principal of, and interest on, the Loans and of fees
hereunder, not later than 12:00 Noon (New York City time) on the date when due,
in Federal or other funds immediately available in New York City, to the Agent
at its address specified in or pursuant to Section 9.01. The Agent will
promptly distribute to each Bank its ratable share of each such payment received
by the Agent for the account of the Banks. Whenever any payment of principal
of, or interest on, the Domestic Loans or of fees shall be due on a day which is
not a Domestic Business Day, the date for payment thereof shall be extended to
the next succeeding Domestic Business Day. Whenever any payment of principal
of, or interest on, the Euro-Dollar Loans shall be due on a day which is not a
Euro-Dollar Business Day, the date for payment thereof shall be extended to the
next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day
falls in another calendar month, in which case the date for payment thereof
shall be the next preceding Euro-Dollar Business Day. Whenever any payment of
principal of, or interest on, the Money Market Loans shall be due on a day which
is not a Euro-Dollar Business Day, the date for payment thereof shall be
extended to the next succeeding Euro-Dollar Business Day. If the date for any
payment of principal is extended by operation of law or otherwise, interest
thereon shall be payable for such extended time.
(b) Unless the Agent shall have received notice from the Borrower prior to
the date on which any payment is due to the Banks hereunder that the Borrower
will not make such payment in full, the Agent may assume that the Borrower has
made such payment in full to the Agent on such date and the Agent may, in
reliance upon such assumption, cause to be distributed to each Bank on such due
date an amount equal to the amount then due such Bank. If and to the extent
that the Borrower shall not have so made such payment, each Bank shall repay to
the Agent forthwith on demand such amount distributed to such Bank together with
interest thereon, for each day from the date such amount is distributed to such
<PAGE> 24
Bank until the date such Bank repays such amount to the Agent, at the Federal
Funds Rate.
SECTION 2.13. Funding Losses. If the Borrower makes any payment of
principal with respect to any Fixed Rate Loan (pursuant to Section 2.15(a) or
2.17, Article VI or VIII or otherwise) on any day other than the last day of the
Interest Period applicable thereto, or if the Borrower fails to borrow or prepay
any Fixed Rate Loans after notice has been given to any Bank in accordance with
Section 2.04(a) or 2.15(a), or by any Bank in accordance with Section 2.17(a),
the Borrower shall reimburse each Bank on demand for any resulting loss or
expense incurred by it (or by any existing or prospective Participant in the
related Loan), including (without limitation) any loss incurred in obtaining,
liquidating or employing deposits from third parties, but excluding loss of
margin for the period after any such payment or failure to borrow or prepay,
provided that such Bank shall have delivered to the Borrower a certificate as to
the amount of such loss or expense, which certificate shall be conclusive in the
absence of manifest error.
SECTION 2.14. Computation of Interest and Fees. Interest based on the
Prime Rate hereunder shall be computed on the basis of a year of 365 days (or
366 days in a leap year) and paid for the actual number of days elapsed
(including the first day but excluding the last day). All other interest and
all commitment and facility fees shall be computed on the basis of a year of 360
days and paid for the actual number of days elapsed (including the first day but
excluding the last day).
SECTION 2.15. Termination of a Bank's Commitments; Designation of
Additional Banks.
(a) The Borrower may, upon at least three Domestic Business Days' notice
to the Agent and any Bank, terminate the Commitment of such Bank entirely,
provided that, if any Loans of such Bank are then outstanding, the Borrower
shall prepay each Loan of such Bank in full on the effective date of such
termination, together with accrued interest thereon and all accrued fees on such
Bank's Commitment to such effective date and all other amounts payable for the
account of such Bank hereunder.
(b) If the Borrower shall terminate the Commitment of any Bank
pursuant to the provisions of subsection (a) of this Section, the Borrower may
designate another bank or other banks (which may be one of the Banks) (in either
case, an "Additional Bank") to be parties to this
<PAGE> 25
Agreement, whose Commitments (or additional Commitments) shall not in the
aggregate exceed the amount of the Commitment so terminated. Any Additional
Bank shall become a party to this Agreement and be considered a Bank hereunder
for all purposes if (i) it shall agree in writing to be bound by all of the
terms and provisions of this Agreement, such agreement to specify the amount of
the Commitment of such Additional Bank and to be otherwise in form and substance
satisfactory to the Agent, (ii) it shall make Committed Loans of each Type to
the Borrower in principal amounts which bear the same ratio to the amounts of
the Committed Loans of such Type of other Banks then outstanding as the
Commitment of such Additional Bank bears to the then Commitments of such other
Banks and (iii) a copy of such agreement and of evidence satisfactory to the
Agent of the making of such Committed Loans shall be furnished to the Agent and
the Banks.
SECTION 2.16. Agent's Fees. The Borrower shall pay to the Agent for its
own account fees in the amounts and at the times previously agreed between them.
SECTION 2.17. Change of Control. (a) If a Change of Control shall occur
the Borrower will, within ten days after the occurrence thereof, give the Agent
notice thereof, and the Agent shall promptly notify each Bank thereof. Such
notice shall describe in reasonable detail the facts and circumstances giving
rise thereto and the date of such Change of Control and each Bank may, by notice
to the Borrower and the Agent given not later than fifty days after the date of
such Change of Control, terminate its Commitment, which shall be terminated, and
declare the Note held by it (together with accrued interest thereon) and any
other amounts payable hereunder for its account to be, and such Note and such
amounts shall become, due and payable, in each case on the sixtieth day after
the date of such Change of Control (or if such day is not a Domestic Business
Day, the next succeeding Domestic Business Day), without presentment, demand,
protest or other notice of any kind, all of which are hereby waived by the
Borrower.
For purposes of this Section, the following terms have the following
meanings:
A "Change of Control" shall occur if (i) any "person" or "group" of persons
shall have acquired "beneficial ownership" (within the meaning of Section 13(d)
or 14(d) of the Securities Exchange Act of 1934, as amended, and the applicable
rules and regulations thereunder), of shares of Voting Stock representing 35% or
more of the Voting Power of the Borrower, (ii) during any period of
<PAGE> 26
twenty-five consecutive months, commencing before or after the date of this
Agreement, individuals who at the beginning of such twenty-five month period
were directors of the Borrower (together with any replacement or additional
directors whose election was recommended by incumbent management of the Borrower
or who were elected by a majority of directors then in office) cease to
constitute a majority of the board of directors of the Borrower, or (iii) any
Person or group of related Persons shall acquire all or substantially all of the
assets of the Borrower; provided, that a Change of Control shall not be deemed
to have occurred pursuant to clause (iii) above if the Borrower shall have
merged or consolidated with or transferred all or substantially all of its
assets to another corporation in compliance with the provisions of Section 5.02
and the surviving or successor or transferee corporation is no more leveraged
than was the Borrower immediately prior to such event. For purposes of this
definition, the term "leveraged" when used with respect to any corporation shall
mean the percentage represented by the total assets of that corporation divided
by its stockholders' equity, in each case determined and as would be shown in a
consolidated balance sheet of such corporation prepared in accordance with
generally accepted accounting principles in the United States of America.
"Voting Power" as applied to the stock of any corporation means the total
voting power represented by all outstanding Voting Stock of such corporation.
"Voting Stock" as applied to the stock of any corporation means stock of
any class or classes (however designated) having ordinary voting power for the
election of the directors of such corporation, other than stock having such
power only by reason of the happening of a contingency.
(b) The Borrower agrees to indemnify each Bank and hold each Bank harmless
from and against any and all liabilities, losses, damages, costs and expenses of
any kind (including, without limitation, the reasonable fees and disbursements
of counsel for any Bank in connection with any investigative, administrative or
judicial proceeding, whether or not such Bank shall be designated a party
thereto) which may be incurred by any Bank (or by the Agent in connection with
its actions as Agent hereunder), in any way relating to or arising out of this
Agreement as amended from time to time and an actual, proposed or threatened
Change of Control (as defined above); provided that (i) no Bank shall have the
right to be indemnified hereunder for its own gross negligence or willful
misconduct as determined
<PAGE> 27
by final judgment of a court of competent jurisdiction; (ii) the Borrower shall
not, in connection with any such proceeding or related proceedings in the same
jurisdiction, be liable for the reasonable fees and expenses of more than one
separate law firm for any period for the Banks and the Agent (which shall be
selected by the Agent after consultation with the Borrower); (iii) the Agent and
each Bank shall consult with the Borrower from time to time at the request of
the Borrower regarding the conduct of the defense in any such proceeding and
(iv) the Borrower shall not be obligated to pay an amount of any settlement
entered into without its consent (which shall not be unreasonably withheld).
ARTICLE III
CONDITIONS TO BORROWINGS
The obligation of any Bank to make a Loan on the occasion of any Borrowing
is subject to the satisfaction of the following conditions:
SECTION 3.01. All Borrowings. In the case of each Borrowing:
(a) receipt by the Agent of a Notice of Borrowing as required by
Section 2.02 or 2.03, as the case may be;
(b) the fact that, immediately after such Borrowing, the aggregate
outstanding principal amount of the Loans will not exceed the aggregate
amount of the Commitments;
(c) the fact that the Borrowing will not contravene any provision of
applicable law or of the certificate of incorporation or by-laws of the
Borrower or of any agreement or instrument binding upon it;
(d) the fact that, immediately after such Borrowing, no Default shall
have occurred and be continuing; and
(e) the fact that the representations and warranties of the Borrower
contained in this Agreement (except, in the case of a Refunding Borrowing,
the
<PAGE> 28
representation and warranty set forth in Section 4.04(c) as to any material
adverse change which has theretofore been disclosed in writing by the
Borrower to the Banks) shall be true in all material respects on and as of
the date of such Borrowing.
Each Borrowing hereunder shall be deemed to be a representation and warranty by
the Borrower on the date of such Borrowing as to the facts specified in clauses
(b), (c), (d) and (e) of this Section.
SECTION 3.02. First Borrowing. In the case of the first Borrowing:
(a) receipt by the Agent for the account of each Bank of a duly
executed Note, dated on or before the date of such Borrowing, complying
with the provisions of Section 2.05;
(b) receipt by the Agent of an opinion of General Counsel of the
Borrower (or such other counsel for the Borrower as may be acceptable to
the Agent), substantially in the form of Exhibit E hereto and covering such
additional matters relating to the transactions contemplated hereby as the
Required Banks may reasonably request;
(c) receipt by the Agent of an opinion of Davis Polk & Wardwell,
special counsel for the Agent, substantially in the form of Exhibit F
hereto and covering such additional matters relating to the transactions
contemplated hereby as the Required Banks may reasonably request;
(d) receipt by the Agent of a certificate signed by the Chairman of
the Board of Directors, the Chief Financial Officer or a Vice President and
by the Secretary or an Assistant Secretary of the Borrower, to the effect
set forth in clauses (c), (d) and (e) of Section 3.01; and
(e) receipt by the Agent of all documents it may reasonably request
relating to the existence of the Borrower, the corporate authority for and
the validity of this Agreement and the Notes, and any other matters
relevant hereto, all in form and substance satisfactory to the Agent.
The documents and opinions referred to in this Section shall be delivered to the
Agent no later than the time of the first Borrowing. The certificate and
opinions referred to
<PAGE> 29
in clauses (b), (c) and (d) above shall be dated the date of the first
Borrowing.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
The Borrower represents and warrants that:
SECTION 4.01. Corporate Existence and Power. The Borrower is a
corporation duly incorporated, validly existing and in good standing under the
laws of Delaware, and has all corporate powers and all material governmental
licenses, authorizations, consents and approvals required to carry on its
business as now conducted.
SECTION 4.02. Corporate and Governmental Authorization; Contravention.
The execution, delivery and performance by the Borrower of this Agreement and
the Notes are within the Borrower's corporate powers, have been duly authorized
by all necessary corporate action, require no action by or in respect of, or
filing with, any governmental body, agency or official and do not contravene, or
constitute a default under, any provision of applicable law or regulation or of
the certificate of incorporation or by-laws of the Borrower or of any agreement,
judgment, injunction, order, decree or other instrument binding upon the
Borrower or result in the creation or imposition of any Mortgage on any asset of
the Borrower or any of its Subsidiaries.
SECTION 4.03. Binding Effect. This Agreement constitutes a valid and
binding agreement of the Borrower and the Notes, when executed and delivered in
accordance with this Agreement, will constitute valid and binding obligations of
the Borrower.
SECTION 4.04. Financial Information.
(a) The consolidated balance sheet of the Borrower as of December 31, 1993
and the related consolidated statements of income and cash flows for the fiscal
year then ended, reported on by Price Waterhouse and included in the Borrower's
1993 Form 10-K, copies of which have been delivered to the Agent for each of the
Banks, fairly present, in conformity with generally accepted accounting
principles, the consolidated financial position of the Borrower as of such date
and its consolidated results of operations and cash flows for such fiscal year.
<PAGE> 30
(b) The unaudited consolidated balance sheet of the Borrower as of June
30, 1994 and the related unaudited consolidated statements of income and cash
flows for the six months then ended, set forth in the Borrower's quarterly
report for the fiscal quarter ended June 30, 1994 as filed with the Securities
and Exchange Commission on Form 10-Q, copies of which have been delivered to the
Agent for each of the Banks, fairly present, in conformity with generally
accepted accounting principles applied on a basis consistent with the financial
statements referred to in paragraph (a) of this Section, the consolidated
financial position of the Borrower as of such date and its consolidated results
of operations and cash flows for such six month period (subject to normal
year-end adjustments).
(c) Since June 30, 1994 there has been no change in the consolidated
financial position or operations of the Borrower, considered as a whole, which
would materially and adversely affect the ability of the Borrower to perform its
obligations hereunder and under the Notes.
SECTION 4.05. Litigation. Except as set forth in the Borrower's 1993 Form
10-K and quarterly report on Form 10-Q for the fiscal quarter ended June 30,
1994, there is no action, suit, arbitration or other proceeding, inquiry or
investigation, at law or in equity, or before or by any court, public board or
body, arbitrator or arbitral body, pending against the Borrower or of which the
Borrower has otherwise received official notice or which to the knowledge of the
Borrower is threatened against the Borrower, wherein there is a reasonable
possibility of an unfavorable decision, ruling or finding which would materially
adversely affect the Borrower's ability to perform its obligations under this
Agreement and the Notes and since the dates of the respective descriptions of
proceedings contained in the reports identified above, there has been no change
in the status of such proceedings which would materially adversely affect the
Borrower's ability to perform its obligations under this Agreement and the
Notes.
SECTION 4.06. Environmental Matters. The Borrower does not presently
anticipate that remediation costs and penalties associated with environmental
laws, to the extent not previously provided for, will have a material adverse
effect on the consolidated financial position of the Borrower.
SECTION 4.07. Taxes. United States Federal income tax returns of the
Borrower have been examined and closed through the fiscal year ended December
31, 1987. The Borrower has filed all United States Federal income tax
<PAGE> 31
returns and all other material tax returns that are required to be filed by it
and has paid all material taxes due pursuant to such returns or pursuant to any
assessment received by it, except for any such taxes being diligently contested
in good faith and by appropriate proceedings. Adequate reserves have been
provided on the books of the Borrower in respect of all taxes or other
governmental charges in accordance with generally accepted accounting
principles, and no tax liabilities in excess of the amount so provided are
anticipated that could materially and adversely affect the consolidated
financial position or operations of the Borrower, considered as a whole.
SECTION 4.08. Compliance with Laws. The Borrower and Marathon Oil Company
are in compliance with all applicable laws, rules and regulations, other than
such laws, rules or regulations (i) the validity or applicability of which the
Borrower or Marathon Oil Company is contesting in good faith or (ii) failure to
comply with which cannot reasonably be expected to have consequences which would
materially and adversely affect the consolidated financial position or
operations of the Borrower, considered as a whole.
SECTION 4.09. Marathon. Marathon Oil Company is a corporation duly
incorporated, validly existing and in good standing under the laws of its
jurisdiction of incorporation, and has all corporate powers and all material
governmental licenses, authorizations, consents and approvals required to carry
on its business as now conducted.
ARTICLE V
COVENANTS
The Borrower agrees that, so long as any Bank has a Commitment hereunder or
any amount payable under any Note remains unpaid:
SECTION 5.01. Information. The Borrower will deliver to the Agent for
each of the Banks:
(a) as soon as available and in any event within 90 days after the
end of each fiscal year of the Borrower, a consolidated balance sheet of
the Borrower as of the end of such fiscal year and the related consolidated
statements of income and cash flows for such fiscal year, setting forth in
each case in
<PAGE> 32
comparative form the figures for the previous fiscal year, all reported on
by Price Waterhouse or other independent public accountants of nationally
recognized standing;
(b) as soon as available and in any event within 45 days after the
end of each of the first three quarters of each fiscal year of the
Borrower, a consolidated balance sheet of the Borrower as of the end of
such quarter and the related consolidated statements of income and cash
flows for such quarter and for the portion of the Borrower's fiscal year
ended at the end of such quarter, setting forth in each case in comparative
form the figures for the corresponding quarter and the corresponding
portion of the Borrower's previous fiscal year;
(c) simultaneously with the delivery of each set of financial
statements referred to in clause (a) above, a certificate of the chief
financial officer or the chief accounting officer of the Borrower stating
whether there exists on the date of such certificate any Default and, if
any Default then exists, setting forth the details thereof and the action
which the Borrower is taking or proposes to take with respect thereto;
(d) forthwith upon the occurrence of any Default, a certificate of
the chief financial officer or the chief accounting officer of the Borrower
setting forth the details thereof and the action which the Borrower is
taking or proposes to take with respect thereto;
(e) promptly upon the mailing thereof to the shareholders of the
Borrower generally, copies of all financial statements, reports and proxy
statements so mailed;
(f) promptly upon the filing thereof, copies of all annual, quarterly
or other reports which the Borrower shall have filed with the Securities
and Exchange Commission; and
(g) from time to time such additional information regarding the
financial position or business of the Borrower and its Subsidiaries and
affiliates as the Agent, at the request of any Bank, may reasonably
request.
SECTION 5.02. Consolidations and Mergers. So long as this Agreement shall
remain in effect, the Borrower shall not consolidate or merge with or into any
other Person
<PAGE> 33
or convey, transfer or lease all or substantially all of its assets as an
entirety to any Person, unless:
(i) either (x) the Borrower shall be the corporation surviving such
merger or (y) the corporation formed by such consolidation or into which
Borrower is merged or the Person which acquires by conveyance, transfer or
lease all or substantially all of the assets of the Borrower as an entirety
shall be a corporation organized and existing under the laws of the United
States of America or any state or the District of Columbia and shall
execute and deliver to each Bank an agreement, in form and substance
satisfactory to each Bank, containing an assumption by such successor
corporation of the due and punctual performance and observance of each
covenant and condition of this Agreement to be performed or observed by the
Borrower;
(ii) the Borrower or such successor corporation, as the case may be,
shall have a consolidated net worth (that is, total consolidated assets
less total consolidated liabilities) of no less than the net worth (as so
determined) of the Borrower immediately prior to such consolidation, merger
or conveyance, transfer or lease of all or substantially all of the
Borrower's assets as an entirety to such Person; and
(iii) immediately after giving effect to such transaction, no Default
shall have occurred and be continuing.
Upon any consolidation or merger in which the Borrower is not the surviving
corporation or any conveyance, transfer or lease of all or substantially all of
the assets of the Borrower as an entirety in accordance with this Section, the
successor corporation formed by such consolidation or into which the Borrower is
merged or to which such conveyance, transfer or lease is made shall succeed to,
and be substituted for, and may exercise every right and power of, the Borrower
under this Agreement with the same effect as if such successor corporation had
been named as the Borrower herein. No such conveyance, transfer or lease of all
or substantially all of the assets of the Borrower as an entirety shall have the
effect of releasing the Borrower or any successor corporation which shall
theretofore have become such in the manner prescribed in this Section from any
liability hereunder.
SECTION 5.03. Use of Proceeds. The proceeds of the Loans made under
this Agreement will be used by the
<PAGE> 34
Borrower for its general corporate purposes. None of such proceeds will be used
in violation of any applicable law or regulation including, without limitation,
Regulation U of the Board of Governors of the Federal Reserve System.
SECTION 5.04. Termination of Prior Credit Agreements. On or prior to the
earlier of (i) the date of the first Borrowing hereunder and (ii) August 30,
1994 (the "Commencement Date"), the Borrower will terminate, or cause to be
terminated, in their entirety the commitments of the banks under the Existing
Credit Agreements. The Borrower shall promptly notify the Agent of the
termination of the above referenced agreements, and such termination shall be a
condition precedent to the effectiveness of the Commitments hereunder.
SECTION 5.05. Negative Pledge. If the Borrower or any Subsidiary of the
Borrower shall mortgage, pledge, encumber, or subject to a lien (hereinafter to
"Mortgage" or a "Mortgage") as security for any indebtedness for money borrowed
(x) any blast furnace facility or raw steel producing facility, or rolling mills
which are a part of a plant which includes such a facility; or (y) any property
capable of producing oil or gas; and, which in either case, is located in the
United States and determined by the Board of Directors of the Borrower, in good
faith, to be a principal property, the Borrower will secure or will cause such
Subsidiary to secure the Borrower's obligations hereunder equally and ratably
with all indebtedness or obligations secured by the Mortgage then being given
and with any other indebtedness of the Borrower or such Subsidiary then entitled
thereto; provided, however, this covenant shall not apply in the case of:
(i) any Mortgage existing on the date of this Agreement (whether or
not such Mortgage includes an after-acquired property provision);
(ii) any Mortgage, including a purchase money Mortgage, incurred in
connection with the acquisition of any property (for purposes hereof the
creation of any Mortgage within 180 days after the acquisition or
completion of construction of such property shall be deemed to be incurred
in connection with the acquisition of such property), the assumption of any
Mortgage previously existing on such acquired property or any Mortgage
existing on the property of any corporation when such corporation becomes a
Subsidiary of the Borrower;
<PAGE> 35
(iii) any Mortgage on such property in favor of the United States of
America, any state, or any agency, department, political subdivision or
other instrumentality of either, to secure partial, progress or advance
payments to the Borrower or any Subsidiary of the Borrower pursuant to the
provisions of any contract or any statute;
(iv) any Mortgage on such property in favor of the United States of
America, any state, or any agency, department, political subdivision or
other instrumentality of either, to secure borrowings by the Borrower or
any Subsidiary of the Borrower for the purchase or construction of the
property mortgaged;
(v) any Mortgage in connection with a sale or other transfer of (i)
oil or gas in place for a period of time or in an amount such that the
purchaser will realize therefrom a specified amount of money or specified
amount of minerals or (ii) any interest in property of the character
commonly referred to as an "oil payment" or "production payment";
(vi) any Mortgage on any property arising in connection with or to
secure all or any part of the cost of the repair, construction,
improvement, alteration, exploration, development or drilling of such
property or any portion thereof;
(vii) any Mortgage on any pipeline, gathering system, pumping or
compressor station, pipeline storage facility, other pipeline facility,
drilling equipment, drilling platform, drilling barge, any movable railway,
marine or automotive equipment, gas plant, office building, storage tank,
or warehouse facility, any of which is located on any property included
herein under clause (y) above;
(viii) any Mortgage on any equipment or other personal property used
in connection with any property included herein under clause (y) above;
(ix) any Mortgage on any property included herein under clause (y)
above arising in connection with the sale of accounts receivable resulting
from the sale of oil or gas at the wellhead; or
(x) any renewal of or substitution for any Mortgage permitted under
the preceding clauses.
<PAGE> 36
Notwithstanding the foregoing restriction contained in this Section 5.05, the
Borrower may and may permit its Subsidiaries to incur liens or grant Mortgages
on property covered by the restriction above so long as the net book value of
the property so encumbered together with all property subject to the restriction
on sale and leasebacks contained in Section 5.06 does not at the time such lien
or Mortgage is granted exceed 5% of Consolidated Net Tangible Assets.
"Consolidated Net Tangible Assets" means the aggregate value of all assets of
the Borrower and its Subsidiaries on a consolidated basis after deducting
therefrom (a) all current liabilities (excluding all long-term debt due within
one year), (b) all investments in unconsolidated subsidiaries and all
investments accounted for on the equity basis and (c) all goodwill, patent and
trademarks, unamortized debt discount and other similar intangibles (all
determined in conformity with generally accepted accounting principles and
calculated on a basis consistent with the Borrower's most recent audited
consolidated financial statements).
SECTION 5.06. Sale and Leaseback. The Borrower will not, nor will it
permit any Subsidiary of the Borrower to, sell or transfer (x) any blast furnace
facility or raw steel producing facility, or rolling mills which are a part of a
plant which includes such a facility; or (y) any property capable of producing
oil or gas; which in either case is located in the United States and determined
by the Board of Directors of the Borrower, in good faith, to be a principal
property, with the intention of taking back a lease of such property; provided,
however, this covenant shall not apply if:
(i) the sale is to a Subsidiary of the Borrower (or to the Borrower
in the case of a Subsidiary);
(ii) the lease is for a temporary period by the end of which it is
intended that the use of such property by the lessee will be discontinued;
(iii) the Borrower or a Subsidiary of the Borrower could, in
accordance with Section 5.05, Mortgage such property without equally and
ratably securing the Borrower's obligations hereunder;
(iv) the transfer is incident to or necessary to effect any operating,
farm out, farm in, unitization, acreage exchange, acreage contributions, bottom
hole or dry hole arrangements or pooling agreement or any other agreement of the
same general nature relating to the acquisition, exploration, maintenance,
development and
<PAGE> 37
operation of oil or gas properties in the ordinary course of business or as
required by regulatory agencies having jurisdiction over the property; or
(v) (A) the Borrower promptly informs the Agent of such sale, (B) the
net proceeds of such sale are at least equal to the fair value (as
determined by resolution adopted by the Board of Directors of the Borrower)
of such property and (C) the Borrower shall, and in any such case the
Borrower covenants that it will, within 180 days after such sale, apply an
amount equal to the net proceeds of such sale to the retirement of debt of
the Borrower, or of a Subsidiary of the Borrower in the case of property of
such Subsidiary, maturing by its terms more than one year after the date on
which it was originally incurred (herein called "funded debt"); provided
that the amount to be applied to the retirement of funded debt of the
Borrower or of a Subsidiary of the Borrower shall be reduced by the amount
equal to the amount below if, within 75 days after such sale, the Borrower
shall deliver to the Agent an officer's certificate (1) stating that on a
specified date after such sale the Borrower or a Subsidiary of the
Borrower, as the case may be, voluntarily retired a specified principal
amount of funded debt, (2) stating that such retirement was not effected by
payment at maturity or pursuant to any applicable mandatory sinking fund or
prepayment provision (other than provisions requiring retirement of any
funded debt of the Borrower or a Subsidiary of the Borrower, as the case
may be, under the circumstances referred to in this Section 5.06) and (3)
stating the then optional redemption or prepayment price applicable to
funded debt so retired or, if there is no such price applicable, the amount
applied by the Borrower or a Subsidiary of the Borrower, as the case may
be, to the retirement of such funded debt. The Borrower shall deliver to
the Agent a certified copy of the resolution of the Board of Directors of
the Borrower referred to in paragraph (v)(B) above and an officer's
certificate setting forth all material facts under this Section 5.06. The
term retirement of such funded debt shall include the in-substance
defeasance of such funded debt in accordance with then applicable
accounting rules.
<PAGE> 38
ARTICLE VI
DEFAULTS
SECTION 6.01. Events of Default. If one or more of the following events
("Events of Default") shall have occurred and be continuing:
(a) the Borrower shall fail to pay when due any principal of any
Note, or shall fail to pay within five Domestic Business Days after the due
date thereof any interest on any Note;
(b) the Borrower shall fail to observe or perform any covenant
contained in Section 5.02;
(c) the Borrower shall fail to observe or perform any covenant or
agreement contained in this Agreement (other than those contained in
Section 5.05 or 5.06 or those covered by clauses (a) or (b) above) for 10
days after written notice thereof has been given to the Borrower by the
Agent at the request of any Bank;
(d) the Borrower shall fail to observe or perform any covenant
contained in Section 5.05 or 5.06 for 30 days after written notice thereof
has been given to the Borrower by the Agent at the request of any Bank;
provided that the continuation of such failure for 30 days or longer after
such notice shall not constitute an Event of Default if (i) such failure is
curable but cannot be cured within 30 days, (ii) the Borrower, upon the
aforesaid notice from the Agent, institutes curative action as promptly as
practicable, and (iii) the Borrower diligently pursues such action to
completion within a reasonable period, which period shall not, in any
event, continue for more than 90 days after the aforesaid notice from the
Agent;
(e) any representation, warranty, certification or statement made by
the Borrower in this Agreement or in any certificate, financial statement
or other document delivered pursuant to this Agreement shall prove to have
been incorrect in any material respect when made or deemed made;
(f) the Borrower shall commence a voluntary case or other proceeding
seeking liquidation, reorganization or other relief with respect to itself or
its debts under any bankruptcy, insolvency or other similar law now or hereafter
in effect or seeking the appointment
<PAGE> 39
of a trustee, receiver, liquidator, custodian or other similar official of
it or any substantial part of its property, or shall consent to any such
relief or to the appointment of or taking possession by any such official
in an involuntary case or other proceeding commenced against it, or shall
make a general assignment for the benefit of creditors, or shall fail
generally to pay its debts as they become due, or shall take any corporate
action to authorize any of the foregoing;
(g) an involuntary case or other proceeding shall be commenced
against the Borrower seeking liquidation, reorganization or other relief
with respect to it or its debts under any bankruptcy, insolvency or other
similar law now or hereafter in effect or seeking the appointment of a
trustee, receiver, liquidator, custodian or other similar official of it or
any substantial part of its property, and such involuntary case or other
proceeding shall remain undismissed and unstayed for a period of 60 days;
or an order for relief shall be entered against the Borrower under the
federal bankruptcy laws as now or hereafter in effect; or
(h) notice of intent to terminate a Material Plan shall be filed
under Title IV of ERISA by any member of the ERISA Group, any plan
administrator or any combination of the foregoing; or the PBGC shall
institute proceedings under Title IV of ERISA to terminate, to impose
liability (other than for premiums under Section 4007 of ERISA) in respect
of, or to cause a trustee to be appointed to administer any Material Plan;
or any member of the ERISA Group shall incur and not satisfy a withdrawal
liability under Title IV of ERISA in respect of a Multiemployer Plan in
excess of (i) $50,000,000 for any year or (ii) $250,000,000 in the
aggregate;
then, and in every such event, the Agent shall (i) if requested by Banks having
more than 50% in aggregate amount of the Commitments, by notice to the Borrower
terminate the Commitments and they shall thereupon terminate, and (ii) if
requested by Banks holding Notes evidencing more than 50% in aggregate principal
amount of the Loans, by notice to the Borrower declare the Notes (together with
accrued interest thereon) and any other amounts payable hereunder to be, and the
Notes and such amounts shall thereupon become, immediately due and payable
without presentment, demand, protest or other notice of any kind, all of which
are hereby waived by the Borrower; provided that in the case of any of
<PAGE> 40
the Events of Default specified in paragraph (f) or (g) above, without any
notice to the Borrower or any other act by the Agent or the Banks, the
Commitments shall thereupon terminate and the Notes (together with accrued
interest thereon) and any other amounts payable hereunder shall become
immediately due and payable without presentment, demand, protest or other notice
of any kind, all of which are hereby waived by the Borrower.
SECTION 6.02. Notice of Default. The Agent shall give notice to the
Borrower under Section 6.01(c) or (d) promptly upon being requested to do so by
any Bank and shall thereupon notify all the Banks thereof.
ARTICLE VII
THE AGENT
SECTION 7.01. Appointment and Authorization. Each Bank irrevocably
appoints and authorizes the Agent to take such action as agent on its behalf and
to exercise such powers under this Agreement and the Notes as are delegated to
the Agent by the terms hereof or thereof, together with all such powers as are
reasonably incidental thereto.
SECTION 7.02. Agent and Affiliates. Morgan Guaranty Trust Company of New
York shall have the same rights and powers under this Agreement as any other
Bank and may exercise or refrain from exercising the same as though it were not
the Agent, and Morgan Guaranty Trust Company of New York and its affiliates may
accept deposits from, lend money to, and generally engage in any kind of
business with the Borrower or any Subsidiary or affiliate of the Borrower as if
it were not the Agent hereunder.
SECTION 7.03. Action by Agent. The obligations of the Agent hereunder are
only those expressly set forth herein. Without limiting the generality of the
foregoing, the Agent shall not be required to take any action with respect to
any Default, except as expressly provided in Article VI.
SECTION 7.04. Consultation with Experts. The Agent may consult with legal
counsel (who may be counsel for the Borrower), independent public accountants
and other experts selected by it and shall not be liable for any action taken or
omitted to be taken by it in good faith in accordance with the advice of such
counsel, accountants or experts.
<PAGE> 41
SECTION 7.05. Liability of Agent. Neither the Agent nor any of its
affiliates nor any of their respective directors, officers, agents or employees
shall be liable for any action taken or not taken by it in connection herewith
(i) with the consent or at the request of the Required Banks or (ii) in the
absence of its or their own gross negligence or willful misconduct; provided
that the provisions of this sentence are for the sole benefit of the Agent, its
affiliates and their respective directors, officers, agents and employees and
shall not release any Bank from liability it would otherwise have to the
Borrower. Neither the Agent nor any of its affiliates nor any of their
respective directors, officers, agents or employees shall be responsible for or
have any duty to ascertain, inquire into or verify (i) any statement, warranty
or representation made in connection with this Agreement or any borrowing
hereunder; (ii) the performance or observance of any of the covenants or
agreements of the Borrower; (iii) the satisfaction of any condition specified in
Article III, except receipt of items required to be delivered to the Agent; or
(iv) the validity, effectiveness or genuineness of this Agreement, the Notes or
any other instrument or writing furnished in connection herewith. The Agent
shall not incur any liability by acting in reliance upon any notice, consent,
certificate, statement, or other writing (which may be a bank wire, telex or
similar writing) believed by it to be genuine or to be signed by the proper
party or parties.
SECTION 7.06. Indemnification. Each Bank shall, ratably in accordance
with its Commitment, indemnify the Agent, its affiliates and their respective
directors, officers, agents and employees (to the extent not reimbursed by the
Borrower) against any cost, expense (including counsel fees and disbursements),
claim, demand, action, loss or liability (except such as result from such
indemnitees' gross negligence or willful misconduct) that such indemnitees may
suffer or incur in connection with this Agreement or any action taken or omitted
by such indemnitees hereunder.
SECTION 7.07. Credit Decision. Each Bank acknowledges that it has,
independently and without reliance upon the Agent, the Managing Agent, any Co-
Agent or any other Bank, and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this
Agreement. Each Bank also acknowledges that it will, independently and without
reliance upon the Agent or any other Bank, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking any action under this Agreement.
<PAGE> 42
SECTION 7.08. Successor Agent. The Agent may resign at any time by giving
notice thereof to the Banks and the Borrower. Upon any such resignation, the
Borrower shall have the right to appoint a successor Agent from among the Banks,
subject to the approval of the Required Banks, which shall not be unreasonably
withheld. If no successor Agent shall have been so appointed by the Borrower
and approved by the Required Banks, and shall have accepted such appointment,
within 30 days after the retiring Agent's giving of notice of resignation, then
the retiring Agent may, on behalf of the Banks, appoint a successor Agent, which
shall be a commercial bank organized or licensed under the laws of the United
States of America or of any State thereof and having a combined capital and
surplus of at least $50,000,000. Upon the acceptance of its appointment as
Agent hereunder by a successor Agent, such successor Agent shall thereupon
succeed to and become vested with all the rights and duties of the retiring
Agent, and the retiring Agent shall be discharged from its duties and
obligations hereunder. After any retiring Agent's resignation hereunder as
Agent, the provisions of this Article shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was Agent.
SECTION 7.09. Co-Agents. The Co-Agents shall have no responsibility,
obligation or liability under this Agreement in their respective capacities as
Co-Agents.
SECTION 7.10. Managing Agent. Chemical Bank shall have no responsibility,
obligation or liability under this Agreement in its capacity as Managing Agent.
ARTICLE VIII
CHANGE IN CIRCUMSTANCES
SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair.
If on or prior to the first day of any Interest Period for any Fixed Rate
Borrowing:
(a) the Agent is advised by the Reference Banks that deposits in
dollars (in the applicable amounts) are not being offered to the Reference
Banks in the relevant market for such Interest Period, or
(b) in the case of a Committed Borrowing, Banks having 50% or more of the
aggregate amount of the Commitments advise the Agent that the Adjusted CD Rate
or the London Interbank Offered Rate, as the case may
<PAGE> 43
be, as determined by the Agent will not adequately and fairly reflect the
cost to such Banks of funding their CD Loans or Euro-Dollar Loans, as the
case may be, for such Interest Period,
the Agent shall forthwith give notice thereof to the Borrower and the Banks,
whereupon until the Agent notifies the Borrower that the circumstances giving
rise to such suspension no longer exist, the obligations of the Banks to make CD
Loans or Euro-Dollar Loans, as the case may be, shall be suspended. Unless the
Borrower notifies the Agent at least two Domestic Business Days before the date
of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been
given that it elects not to borrow on such date, (i) if such Fixed Rate
Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a
Base Rate Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market
LIBOR Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall
bear interest for each day from and including the first day to but excluding the
last day of the Interest Period applicable thereto at the Prime Rate for such
day.
SECTION 8.02. Illegality. If, on or after the date of this Agreement, the
adoption of any applicable law, rule or regulation, or any change in any
applicable law, rule or regulation or in the interpretation or administration
thereof by any governmental authority, central bank or comparable agency charged
with the interpretation or administration thereof, or compliance by any Bank (or
its Euro-Dollar Lending Office) with any request or directive made or issued
after the date of this Agreement (whether or not having the force of law) of any
such authority, central bank or comparable agency shall make it unlawful or
impossible for any Bank (or its Euro-Dollar Lending Office) to make, maintain or
fund its Euro-Dollar Loans and such Bank shall so notify the Agent, the Agent
shall forthwith give notice thereof to the other Banks and the Borrower,
whereupon until such Bank notifies the Borrower and the Agent that the
circumstances giving rise to such suspension no longer exist, the obligation of
such Bank to make Euro-Dollar Loans shall be suspended. Before giving any
notice to the Agent pursuant to this Section, such Bank shall designate a
different Euro-Dollar Lending Office if such designation will avoid the need for
giving such notice and will not, in the judgment of such Bank, be otherwise
disadvantageous to such Bank. If such Bank shall determine as a result of any
of the foregoing that it may not lawfully continue to maintain and fund any of
its outstanding Euro-Dollar Loans to maturity and shall so specify in such
notice, the Borrower shall immediately prepay in full the
<PAGE> 44
then outstanding principal amount of each such Euro-Dollar Loan, together with
accrued interest thereon. Concurrently with prepaying each such Euro-Dollar
Loan, the Borrower shall borrow a Base Rate Loan in an equal principal amount
from such Bank (on which interest and principal shall be payable
contemporaneously with the related Euro-Dollar Loans of the other Banks), and
such Bank shall make such a Base Rate Loan, unless the Borrower elects pursuant
to Section 8.05 not to borrow such Base Rate Loan.
SECTION 8.03. Increased Cost. (a) If on or after (i) the date hereof, in
the case of any Committed Loan or any obligation to make Committed Loans or (ii)
the date of the related Money Market Quote, in the case of any Money Market
Loan, the adoption of any applicable law, rule or regulation, or any change in
any applicable law, rule or regulation or in the interpretation or
administration thereof by any governmental authority, central bank or comparable
agency charged with the interpretation or administration thereof, or compliance
by any Bank (or its Applicable Lending Office) with any request or directive
made or issued after the applicable date set forth above (whether or not having
the force of law) of any such authority, central bank or comparable agency:
(A) shall subject any Bank (or its Applicable Lending Office) to any
tax, duty or other charge with respect to its Fixed Rate Loans, its Note or
its obligation to make Fixed Rate Loans, or shall change the basis of
taxation of payments to any Bank (or its Applicable Lending Office) of the
principal of or interest on its Fixed Rate Loans or any other amounts due
under this Agreement in respect of its Fixed Rate Loans or its obligation
to make Fixed Rate Loans (except for taxes based on or measured in whole or
in part by the gross income, net income, gross revenue or gross receipts of
such Bank or its Applicable Lending Office imposed by the jurisdiction in
which such Bank's principal executive office or Applicable Lending Office
is located); or
(B) shall impose, modify or deem applicable any reserve, special deposit,
insurance assessment or similar requirement (including, without limitation, any
such requirement imposed by the Board of Governors of the Federal Reserve System
or the Federal Deposit Insurance Corporation, but excluding (x) with respect to
any CD Loan any such requirement included in an applicable Domestic Reserve
Percentage or Assessment Rate, (y) with respect to any Euro-Dollar Loan any such
requirement with respect to which such Bank is entitled
<PAGE> 45
to compensation during the relevant Interest Period pursuant to Section
8.03(d) and (z) any such requirement with respect to which such Bank is
entitled to compensation pursuant to Section 8.03(b)) against assets of,
deposits with or for the account of, or credit extended by, any Bank (or
its Applicable Lending Office) or shall impose on any Bank (or its
Applicable Lending Office) or on the United States market for certificates
of deposit or the London interbank market any other condition affecting its
Fixed Rate Loans, its Note or its obligation to make Fixed Rate Loans;
and the result of any of the foregoing is to increase the cost to (or, in the
case of Regulation D, to impose a cost on) such Bank (or its Applicable Lending
Office) of making or maintaining any Fixed Rate Loan, or to reduce the amount of
any sum received or receivable by such Bank (or its Applicable Lending Office)
under this Agreement or under its Note with respect thereto, by an amount deemed
by such Bank to be material, then, within 15 days after demand by such Bank
(with a copy to the Agent), the Borrower shall pay to such Bank such additional
amount or amounts as will compensate such Bank for such increased cost or
reduction.
(b) If any Bank shall have determined that the adoption after the date
hereof of any applicable law, rule or regulation regarding capital adequacy, or
any change after the date hereof in any such law, rule or regulation or in the
interpretation or administration thereof by any governmental authority, central
bank or comparable agency charged with the interpretation or administration
thereof, or compliance by any Bank (or its Applicable Lending Office) with any
request or directive after the date hereof regarding capital adequacy (whether
or not having the force of law) of any such authority, central bank or
comparable agency, has or would have the effect of reducing the rate of return
on capital of such Bank (or its Parent) as a consequence of such Bank's
obligations hereunder to a level below that which such Bank would have achieved
but for such adoption, change or compliance (taking into consideration its
policies with respect to capital adequacy) by an amount deemed by such Bank to
be material, then from time to time, within 15 days after demand by such Bank
(with a copy to the Agent), the Borrower shall pay to such Bank such additional
amount or amounts as will compensate such Bank (or its Parent) for such
reduction; provided that the Borrower shall not be obligated to compensate any
Bank (or its Parent) in respect of any such reduction in respect of periods more
than six months prior to the date on which such Bank shall have notified the
Borrower of its intention to demand such
<PAGE> 46
compensation and setting forth the amount or the specific basis of computation
thereof.
(c) Each Bank will promptly notify the Borrower and the Agent of any event
of which it has knowledge, occurring after the date hereof, which will entitle
such Bank to compensation pursuant to Section 8.03(a) or (b) and will designate
a different Applicable Lending Office if such designation will avoid the need
for, or reduce the amount of, such compensation and will not, in the judgment of
such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank
claiming compensation under Section 8.03(a) or (b) and setting forth the
additional amount or amounts to be paid to it hereunder shall be conclusive in
the absence of manifest error. In determining such amount, such Bank may use
any reasonable averaging and attribution methods.
(d) The Borrower shall pay for the account of each Bank on the last day of
each Interest Period with respect to any Euro-Dollar Loan (and, if such Interest
Period is longer than three months, at intervals of three months after the first
day thereof), if at any time during such Interest Period such Bank shall be
required to maintain (and shall maintain in amounts deemed by such Bank to be
material) reserves against any category of liabilities which includes deposits
by reference to which the interest rate on Euro-Dollar Loans is determined as
provided in this Agreement or against any category of extensions of credit or
other assets of such Bank which includes loans by a non-United States office of
such Bank to United States residents (including without limitation reserves
against "Eurocurrency liabilities" under Regulation D), an additional amount
(determined by such Bank and notified to the Borrower and the Agent) equal to
the product of the following for each day during such Interest Period:
(i) the principal amount of the Euro-Dollar Loan of such Bank to
which such Interest Period relates outstanding on such day; and
(ii) the remainder of (x) a fraction the numerator of which is the
applicable London Interbank Offered Rate (expressed as a decimal) and the
denominator of which is one minus the stated rate (expressed as a decimal)
at which such reserve requirements are imposed on such Bank on such day
minus (y) such numerator; and
(iii) 1/360.
<PAGE> 47
If a Bank which is entitled to require payment by the Borrower of the amount
provided for in this Section 8.03(d) determines that a lesser amount is required
to compensate it for the costs of the reserve requirements referred to therein,
such Bank may, but shall not be obligated to, reduce the amount payable by the
Borrower thereunder to a lesser amount specified in the notice delivered
pursuant to this Section 8.03(d).
(e) Each Bank organized under the laws of a jurisdiction outside the
United States of America agrees that it shall deliver to the Borrower (with a
copy to the Agent) (i) within 30 days after the date of execution of this
Agreement, two duly completed copies of United States Internal Revenue Service
Form 1001 or 4224, as appropriate, promulgated pursuant to the Code, indicating
that such Bank is entitled to receive payments under this Agreement without
deduction or withholding of any United States federal income taxes as permitted
by the Code, (ii) from time to time, such extensions or renewals of such forms
(or successor forms) as may reasonably be requested by the Borrower but only to
the extent such Bank determines that it may properly effect such extensions or
renewals under applicable tax treaties, laws, regulations and directives and
(iii) in the event of a transfer of any Loan to an affiliate of such Bank, a new
Internal Revenue Service Form 1001 or 4224 (or any successor form), as the case
may be, for such affiliate. The Borrower and the Agent shall each be entitled
to rely on such forms in its possession until receipt of any revised or
successor form pursuant to the preceding sentence.
SECTION 8.04. Base Rate Loans Substituted for Affected Fixed Rate Loans.
If (i) the obligation of any Bank to make Euro-Dollar Loans has been suspended
pursuant to Section 8.02 or (ii) any Bank has demanded compensation under
Section 8.03 and the Borrower shall, by at least five Euro-Dollar Business Days'
prior notice to such Bank through the Agent, have elected that the provisions of
this Section shall apply to such Bank, then, unless and until such Bank notifies
the Borrower that the circumstances giving rise to such suspension or demand for
compensation no longer exist:
(a) all Loans which would otherwise be made by such Bank as CD Loans or
Euro-Dollar Loans, as the case may be, shall be made instead as Base Rate Loans
(on which interest and principal shall be payable contemporaneously with the
related Fixed Rate Loans of the other Banks), and
(b) after each of its CD Loans or Euro-Dollar Loans, as the case may be,
has been repaid, all payments of principal which would otherwise be applied to
repay such
<PAGE> 48
Fixed Rate Loans shall be applied to repay its Base Rate Loans instead.
SECTION 8.05. Election Not to Borrow. If (i) the obligation of any Bank
to make Euro-Dollar Loans has been suspended pursuant to Section 8.02 or (ii)
any Bank has demanded compensation under Section 8.03, the Borrower may elect to
terminate this Agreement as to such Bank, and in connection therewith not to
borrow any Base Rate Loan provided for in Section 8.02 or to prepay any Base
Rate Loan made pursuant to Section 8.02 or 8.04, provided that the Borrower (i)
notifies such Bank through the Agent of such election at least three Euro-Dollar
Business Days before any date fixed for such a borrowing or such a prepayment,
as the case may be, and (ii) repays all of such Bank's outstanding Loans at the
end of the respective Interest Periods applicable thereto or as otherwise
required by Section 8.02, together with accrued interest thereon and all accrued
fees on such Bank's Commitment to such date and all other amounts payable for
the account of such Bank hereunder. Upon receipt by the Agent of such notice,
the Commitment of such Bank shall terminate.
SECTION 8.06. Notice Mandatory. The Agent or the affected Bank, as the
case may be, shall promptly give notice to the Borrower when circumstances which
gave rise to a suspension of the obligations of the Banks or a Bank to make
loans of a particular Type pursuant to Section 8.01 or 8.02, or to a demand for
compensation under Section 8.03, no longer exist.
ARTICLE IX
MISCELLANEOUS
SECTION 9.01. Notices. All notices, requests and other communications to
any party hereunder shall be in writing (including bank wire, telex, telecopy or
similar writing) and shall be given to such party: (x) in the case of the
Borrower or the Agent, at its address or telex or telecopy number set forth on
the signature pages hereof, (y) in the case of any Bank, at its address or telex
or telecopy number set forth in its Administrative Questionnaire or (z) in the
case of any party, at such other address or telex or telecopy number as such
party may hereafter specify for the purpose by notice to the Agent and the
Borrower. Each such notice, request or other communication shall be effective
(i) if given by telex, when such telex is transmitted to the telex number
specified in this Section and the appropriate
<PAGE> 49
answerback is received, (ii) if given by telecopy, when such telecopy is
transmitted to the telecopy number specified in this Section and appropriate
confirmation of transmission is received, (iii) if given by mail, 72 hours after
such communication is deposited in the mails with first class postage prepaid,
addressed as aforesaid or (iv) if given by any other means, when delivered at
the address specified in this Section; provided that notices to the Agent under
Article II or VIII and notices to the Borrower under Section 6.01(c) shall not
be effective until received.
SECTION 9.02. No Waivers. No failure or delay by the Agent or any Bank in
exercising any right, power or privilege hereunder or under any Note shall
operate as a waiver thereof nor shall any single or partial exercise thereof
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege. The rights and remedies herein provided shall be
cumulative and not exclusive of any rights or remedies provided by law.
SECTION 9.03. Expenses; Documentary Taxes. The Borrower shall pay (i) all
out-of-pocket expenses of the Agent, including fees and disbursements of Davis
Polk & Wardwell, special counsel for the Agent, in connection with the
preparation of this Agreement, any waiver or consent hereunder or any amendment
hereof or any Default or alleged Default hereunder and (ii) if an Event of
Default occurs, all out-of-pocket expenses incurred by the Agent or any Bank,
including fees and disbursements of counsel, in connection with such Event of
Default and collection and other enforcement proceedings resulting therefrom.
The Borrower shall indemnify each Bank against any transfer taxes, documentary
taxes, assessments or charges made by any governmental authority by reason of
the execution and delivery of this Agreement or the Notes.
SECTION 9.04. Sharing of Set-Offs. Each Bank agrees that if it shall, by
exercising any right of set-off or counterclaim or otherwise, receive payment of
a proportion of the aggregate amount of principal and interest due with respect
to any Note held by it which is greater than the proportion received by any
other Bank in respect of the aggregate amount of principal and interest due at
such time with respect to any Note held by such other Bank, the Bank receiving
such proportionately greater payment shall purchase such participations in the
Notes held by the other Banks, and such other adjustments shall be made, as may
be required so that all such payments of principal and interest with respect to
the Notes held by the Banks shall be shared by the Banks pro rata; provided that
nothing in this Section shall impair the right of any Bank to exercise any right
of
<PAGE> 50
set-off or counterclaim it may have and to apply the amount subject to such
exercise to the payment of indebtedness of the Borrower other than its
indebtedness under the Notes. The Borrower agrees, to the fullest extent it may
effectively do so under applicable law, that any holder of a participation in a
Note, whether or not acquired pursuant to the foregoing arrangements, may
exercise rights of set-off or counterclaim and other rights with respect to such
participation as fully as if such holder of a participation were a direct
creditor of the Borrower in the amount of such participation.
SECTION 9.05. Amendments and Waivers. Any provision of this Agreement or
the Notes may be amended or waived if, but only if, such amendment or waiver is
in writing and is signed by the Borrower and the Required Banks (and, if the
rights or duties of the Agent are affected thereby, by the Agent); provided that
no such amendment or waiver shall, unless signed by all the Banks, (i) subject
to Section 2.15, increase any Commitment of any Bank or subject any Bank to any
additional obligation, (ii) reduce the principal of or rate of interest on any
Loan or any fees hereunder, (iii) postpone the date fixed for any payment of
principal of or interest on any Loan or any fees hereunder or (iv) change the
percentage of the Commitments or the percentage of the aggregate unpaid
principal amount of the Notes, or the number of Banks, which shall be required
for the Banks or any of them to take any action under this Section or any other
provision of this Agreement; and further provided that no such amendment or
waiver shall materially change, to the detriment of any Bank, any provision of
Article VIII hereof without the consent of such Bank.
SECTION 9.06. Successors and Assigns. (a) The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns, except that the Borrower may not
assign or otherwise transfer any of its rights under this Agreement without the
prior written consent of all Banks.
(b) Any Bank may at any time grant to one or more banks or other
institutions (each a "Participant") participating interests in its Commitment or
any or all of its Loans. In the event of any such grant by a Bank of a
participating interest to a Participant, whether or not upon notice to the
Borrower and the Agent, such Bank shall remain responsible for the performance
of its obligations hereunder, and the Borrower and the Agent shall continue to
deal solely and directly with such Bank in connection with such Bank's rights
and obligations under this Agreement.
<PAGE> 51
Any agreement pursuant to which any Bank may grant such a participating interest
shall provide that such Bank shall retain the sole right and responsibility to
enforce the obligations of the Borrower hereunder including, without limitation,
the right to approve any amendment, modification or waiver of any provision of
this Agreement; provided that such participation agreement may provide that such
Bank will not agree to any modification, amendment or waiver of this Agreement
described in clause (i), (ii) or (iii) of Section 9.05 without the consent of
the Participant. The Borrower agrees that each Participant shall, to the extent
provided in its participation agreement, be entitled to the benefits of Article
VIII with respect to its participating interest. An assignment or other transfer
which is not permitted by subsection (c) or (d) below shall be given effect for
purposes of this Agreement only to the extent of a participating interest
granted in accordance with this subsection (b).
(c) Any Bank may at any time assign all or any portion of its rights under
this Agreement and the Notes to an affiliate of such Bank or to a Federal
Reserve Bank. No such assignment shall release the transferor Bank from its
obligations hereunder without the written consent of the Borrower and the Agent
(in which case the provisions of subsection (d) shall be applicable). The
Borrower and the Agent shall be entitled to treat each Bank as the holder of the
Notes issued to its order and owner of the Loans evidenced thereby unless and
until notice of assignment pursuant to this subsection (c) is received by them.
(d) Any Bank may at any time assign to one or more banks or other
institutions (each an "Assignee") all or a portion of its rights and obligations
under this Agreement and its Note, and such Assignee shall assume such rights
and obligations, pursuant to an instrument substantially in the form of Exhibit
G executed by such Assignee and such transferor Bank, with (and subject to) the
subscribed consent of the Borrower and the Agent (which consent of the Agent
shall not be unreasonably withheld); provided that such assignment may, but need
not, include rights of the transferor Bank in respect of outstanding Money
Market Loans. Upon execution and delivery of such an instrument and payment by
such Assignee to such transferor Bank of an amount equal to the purchase price
agreed between such transferor Bank and such Assignee, such Assignee shall be a
Bank party to this Agreement and shall have all the rights and obligations of a
Bank with a Commitment as set forth in such instrument of assumption, and the
transferor Bank shall be released from its obligations hereunder to a
corresponding extent, and no further consent or action by
<PAGE> 52
any party shall be required. Upon the consummation of any assignment pursuant
to this subsection (d), the transferor Bank, the Agent and the Borrower shall
make appropriate arrangements so that, if required, a new Note is issued to the
Assignee. In connection with any such assignment, the transferor Bank shall pay
to the Agent an administrative fee for processing such assignment in the amount
of $2,000. If the Assignee is not incorporated under the laws of the United
States of America or a state thereof, it shall, prior to the first date on which
interest or fees are payable hereunder for its account, deliver to the Borrower
and the Agent certification as to exemption from deduction or withholding of any
United States federal income taxes in accordance with Section 8.03(e).
(e) No Assignee, Participant or other transferee of any Bank's rights
shall be entitled to receive any greater payment under Section 8.03 than such
Bank would have been entitled to receive with respect to the rights transferred,
unless such transfer is made with the Borrower's prior written consent or by
reason of the provisions of Section 8.02 or 8.03 requiring such Bank to
designate a different Applicable Lending Office under certain circumstances.
SECTION 9.07. Collateral. Each of the Banks represents to the Agent and
each of the other Banks that it in good faith is not relying upon any "margin
stock" (as defined in Regulation U of the Board of Governors of the Federal
Reserve System) as collateral in the extension or maintenance of the credit
provided for in this Agreement.
SECTION 9.08. New York Law. This Agreement and each Note shall be
construed in accordance with and governed by the law of the State of New York.
SECTION 9.09. Counterparts; Effectiveness. This Agreement may be signed
in any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
Subject to Section 5.04, this Agreement shall become effective when the Agent
shall have received counterparts hereof signed by all of the parties hereto (or,
in the case of any party as to which an executed counterpart shall not have been
received, receipt by the Agent in form satisfactory to it of telegraphic, telex
or other written confirmation from such party of execution of a counterpart
hereof by such party).
<PAGE> 53
SECTION 9.10. WAIVER OF JURY TRIAL. EACH OF THE BORROWER, THE AGENT AND
THE BANKS HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY
LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.
<PAGE> 54
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.
USX CORPORATION
By /s/ John L. Richmond
--------------------
Title: Assistant Treasurer-
Cash & Banking
600 Grant Street
Pittsburgh, Pennsylvania 15219-4776
Attention:
Facsimile number: 412-433-4567
<PAGE> 55
Co-Agents THE BANK OF NEW YORK
By /s/ Robert J. Joyce
Title: Vice President
THE BANK OF NOVA SCOTIA
By /s/ A. S. Norsworthy
Title: Assistant Agent
THE CHASE MANHATTAN BANK, N.A.
By /s/ Bettylou J. Robert
Title: Vice President
CITIBANK, N.A.
By /s/ Mark J. Lyons
Title: Vice President
MELLON BANK, N.A.
By /s/ Richard K. James
Title: Vice President
PNC BANK, NATIONAL ASSOCIATION
By /s/ Robert H. Friend
Title: Assistant Vice President
<PAGE> 56
THE SUMITOMO BANK, LIMITED
NEW YORK BRANCH
By /s/ Yoshinori Kawamura
Title: Joint General Manager
BANK OF AMERICA NATIONAL TRUST
& SAVINGS ASSOCIATION
By /s/ John Madden
Title: Vice President
THE FUJI BANK LTD.,
NEW YORK BRANCH
By /s/ Yoshihiko Shiotsugu
Title: Vice President & Manager
THE INDUSTRIAL BANK OF JAPAN, LTD.
By /s/ Robert W. Ramage, Jr.
Title: Senior Vice President
THE LONG-TERM CREDIT BANK OF JAPAN,
LIMITED, NEW YORK BRANCH
By /s/ Noboru Kubota
Title: Deputy General Manager
NATIONSBANK OF TEXAS, N.A.
By /s/ Kristin B. Palmer
Title: Vice President
<PAGE> 57
SOCIETE GENERALE
By /s/ Salvatore Galatioto
Title: Vice President
Other Banks COMERICA BANK
By /s/ John M. Costa
Title: Vice President
COMMERZBANK AKTIENGESELLSCHAFT
By /s/ Juergen Boysen
Title: Vice President
By /s/ Juergen Schmieding
Title: Assistant Vice President
THE MITSUBISHI BANK, LTD.
NEW YORK BRANCH
By /s/ Robert J. Dilloff
Title: Vice President
NATIONAL CITY BANK OF CLEVELAND
By /s/ Paul L. Richardson
Title: Vice President
NBD BANK, N.A.
By /s/ Thomas W. Doddridge
Title: Vice President
<PAGE> 58
ROYAL BANK OF CANADA
By /s/ Shelley Browne
Title: Senior Manager
THE SANWA BANK LIMITED
NEW YORK BRANCH
By /s/ Jean-Michel Fatovic
Title: Vice President
BANK OF MONTREAL
By /s/ Bernard J. Sigardo
Title: Director
C I B C INC.
By /s/ David H. McGowan
Title: Vice President
THE DAIWA BANK, LTD.
NEW YORK BRANCH
By /s/ Kenro Kojima
Title: Vice President
THE NORTHERN TRUST COMPANY
By /s/ J. Chip McCall
Title: Second Vice President
<PAGE> 59
UNION BANK OF SWITZERLAND
NEW YORK BRANCH
By /s/ Robert W. Casey, Jr.
Title: Vice President
By /s/ Laurent Chaix
Title: Assistant Vice President
ABN AMRO BANK N.V.
By /s/ Craig P. Guinane
Title: Assistant Vice President
By /s/ James M. Janowsky
Title: Group Vice President
THE BANK OF CALIFORNIA, N.A.
By /s/ Harry S. Matthews
Title: Vice President
BANK OF HAWAII
By /s/ Elizabeth O. MacLean
Title Vice President
THE BANK OF TOKYO TRUST COMPANY
By /s/ John R. Jeffers
Title: Vice President
<PAGE> 60
CONTINENTAL BANK
By /s/ Richard A. Broeren, Jr.
Title: Managing Director
CREDIT LYONNAIS CAYMAN ISLAND BRANCH
By /s/ Mark A. Campellone
Title: Vice President & Manager
CREDIT LYONNAIS NEW YORK BRANCH
By /s/ Mark A. Campellone
Title: Vice President & Manager
THE DAI-ICHI KANGYO BANK, LTD.
By /s/ Robert P. Gallagher
Title: Assistant Vice President
DRESDNER BANK AG NEW YORK & GRAND
CAYMAN BRANCHES
By /s/ A. Richard Morris
Title: Vice President
By /s/ Deborah Slusarczyk
Title: Vice President
FIRST BANK NATIONAL ASSOCIATION
By /s/ Mark R. Olmon
Title: Vice President
<PAGE> 61
THE FIRST NATIONAL BANK OF BOSTON
By /s/ Peter L. Griswold
Title: Director
FIRST NATIONAL BANK OF MARYLAND
By /s/ Andrew W. Fish
Title: Vice President
GULF INTERNATIONAL BANK BSC
By /s/ Issa N. Baconi
Title: Senior Vice President &
Branch Manager
By /s/ Haytham F. Khalil
Title: Assistant Vice President
ISTITUTO BANCARIO SAN PAOLO
DI TORINO S.P.A., NEW YORK BRANCH
By /s/ Gerard M. McKenna
Title: Vice President
KREDIETBANK, N.V.
By /s/ Armen Karozichian
Title: Vice President
By /s/ Robert Snauffer
Title: Vice President
<PAGE> 62
THE MITSUBISHI TRUST AND BANKING CORP.
By /s/ Masaaki Yamagishi
Title: Chief Manager
THE NIPPON CREDIT BANK, LTD.
By /s/ Clifford M. Abramsky
Title: Vice President & Manager
THE TOKAI BANK, LTD. NEW YORK BRANCH
By /s/ Masaharu Muto
Title: Deputy General Manager
THE YASUDA TRUST AND BANKING
COMPANY, LTD.
By /s/ Neil T. Chau
Title: First Vice President
<PAGE> 63
CHEMICAL BANK, as Bank and as
Managing Agent
By /s/ Theodore L. Parker
Title: Vice President
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, as Bank and as Agent
By /s/ John Mikolay
Title: Vice President
60 Wall Street
New York, New York 10260-0060
Attention: Corporate Banking North America
Telex number: 177615 MGT UT
Facsimile number: (212) 648-5336
<PAGE>
SCHEDULE I
BANKS COMMITMENTS
Morgan Guaranty Trust Company $100,000,000
of New York
Chemical Bank $100,000,000
The Bank of New York $100,000,000
The Bank of Nova Scotia $100,000,000
The Chase Manhattan Bank, N.A. $100,000,000
Citibank, N.A. $100,000,000
Mellon Bank, N.A. $100,000,000
PNC Bank, National Association $100,000,000
The Sumitomo Bank Limited, $100,000,000
New York Branch
Bank of America National Trust & $ 75,000,000
Saving Association
The Fuji Bank Ltd., New York Branch $ 75,000,000
The Industrial Bank of Japan, Ltd. $ 75,000,000
The Long-Term Credit Bank $ 75,000,000
of Japan, Limited, New York Branch
NationsBank of Texas, N.A. $ 75,000,000
Societe Generale $ 75,000,000
Comerica Bank $ 50,000,000
Commerzbank Aktiengesellschaft $ 50,000,000
The Mitsubishi Bank, Ltd. New York Branch $ 50,000,000
National City Bank of Cleveland $ 50,000,000
NBD Bank, N.A. $ 50,000,000
Royal Bank of Canada $ 50,000,000
<PAGE> 2
The Sanwa Bank Limited New York Branch $ 50,000,000
Bank of Montreal $ 35,000,000
C I B C Inc. $ 35,000,000
The Daiwa Bank, Ltd. New York Branch $ 35,000,000
The Northern Trust Company $ 35,000,000
Union Bank of Switzerland $ 35,000,000
New York Branch
ABN AMRO Bank N.V. $ 25,000,000
The Bank of California, N.A. $ 25,000,000
Bank of Hawaii $ 25,000,000
The Bank of Tokyo Trust Company $ 25,000,000
Continental Bank $ 25,000,000
Credit Lyonnais New York Branch $ 25,000,000
and Cayman Island Branch
The Dai-Ichi Kangyo Bank, LTD. $ 25,000,000
Dresdner Bank AG New York and $ 25,000,000
Grand Cayman Branches
First Bank National Association $ 25,000,000
The First National Bank of Boston $ 25,000,000
First National Bank of Maryland $ 25,000,000
Gulf International Bank BSC $ 25,000,000
Istituto Bancario San Paolo $ 25,000,000
Di Torino, S.P.A. New York Branch
Kredietbank, N.V. $ 25,000,000
Mitsubishi Trust And Banking Corp. $ 25,000,000
The Nippon Credit Bank, Ltd. $ 25,000,000
The Tokai Bank, Ltd. New York Branch $ 25,000,000
The Yasuda Trust And Banking Company, Ltd. $ 25,000,000
<PAGE> 3
EXHIBIT A
NOTE
New York, New York
, 19
For value received, USX CORPORATION, a Delaware corporation (the
"Borrower"), promises to pay to the order of (the "Bank"),
for the account of its Applicable Lending Office, the unpaid principal amount of
each Loan made by the Bank to the Borrower pursuant to the Credit Agreement
referred to below on the last day of the Interest Period relating to such Loan.
The Borrower promises to pay interest on the unpaid principal amount of each
such Loan on the dates and at the rate or rates provided for in the Credit
Agreement. All such payments of principal and interest shall be made in lawful
money of the United States in Federal or other immediately available funds at
the office of Morgan Guaranty Trust Company of New York, 60 Wall Street, New
York, New York.
All Loans made by the Bank, the respective Classes, Types and maturities
thereof and all repayments of the principal thereof shall be recorded by the
Bank and, if the Bank so elects in connection with any transfer or enforcement
hereof, appropriate notations to evidence the foregoing information with respect
to each such Loan then outstanding may be endorsed by the Bank on the schedule
attached hereto, or on a continuation of such schedule attached to and made a
part hereof; provided that the inaccuracy of, or the failure of the Bank to
make, any such recordation or endorsement shall not affect the obligations of
the Borrower hereunder or under the Credit Agreement.
This note is one of the Notes referred to in the Credit Agreement dated as
of August 18, 1994 among the Borrower, the Co-Agents and other Banks parties
thereto, Chemical Bank, as Managing Agent, and Morgan Guaranty Trust Company of
New York, as Agent (as amended from time to time, the "Credit Agreement").
Terms defined in the Credit Agreement are used herein with the same meanings.
Reference is made to the Credit Agreement for provisions for the prepayment
hereof and the acceleration of the maturity hereof.
USX CORPORATION
By -------------------------------
Title: Assistant Treasurer-
Cash & Banking
<PAGE> 4
Note (cont'd)
LOANS AND PAYMENTS OF PRINCIPAL
- --------------------------------------------------------------------------------
Class and Amount of
Notation Amount of Type of Principal Maturity
Date Loan Loan Repaid Date Made By
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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EXHIBIT B
Form of Money Market Quote Request
[Date]
To: Morgan Guaranty Trust Company of New York
(the "Agent")
From: USX Corporation
Re: Credit Agreement (as amended from time to time, the "Credit Agreement")
dated as of August 18, 1994 among the Borrower, the Co-Agents and other
Banks parties thereto, Chemical Bank, as Managing Agent, and the Agent.
We hereby give notice pursuant to Section 2.03 of the Credit Agreement
that we request Money Market Quotes for the following proposed Money Market
Borrowing(s):
Date of Borrowing: ---------------------
Principal Amount (1) Interest Period (2)
$
Such Money Market Quotes should offer a Money Market [Margin] [Absolute
Rate]. [The applicable base rate is the London Interbank Offered Rate.]
- ------------------
(1) Amount must be $50,000,000 or a larger integral multiple of $10,000,000.
(2) Not less than one month (LIBOR Auction) or not less than 15 days (Absolute
Rate Auction), subject to the provisions of the definition of Interest
Period.
<PAGE>
Terms used herein have the meanings assigned to them in the Credit
Agreement.
USX CORPORATION
By________________________
Title:
<PAGE>
EXHIBIT C
Form of Invitation for Money Market Quotes
To: [Name of Bank]
Re: Invitation for Money Market Quotes to USX Corporation
(the "Borrower")
Pursuant to Section 2.03 of the Credit Agreement dated as of August
18, 1994 among the Borrower, the Co-Agents and other Banks parties thereto,
Chemical Bank, as Managing Agent, and the undersigned, as Agent, we are pleased
on behalf of the Borrower to invite you to submit Money Market Quotes for the
following proposed Money Market Borrowing(s):
Date of Borrowing: ------------------------
Principal Amount Interest Period
$
Such Money Market Quotes should offer a Money Market [Margin]
[Absolute Rate]. [The applicable base rate is the London Interbank Offered
Rate.]
Please respond to this invitation by no later than [2:00 P.M.] [9:30
A.M.] (New York City time) on [date].
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, as Agent
By----------------------
Authorized Officer
<PAGE> EXHIBIT D
Form of Money Market Quote
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, as Agent
60 Wall Street
New York, New York 10260-0060
Attention:
Re: Money Market Quote to USX Corporation
(the "Borrower")
In response to your invitation on behalf of the Borrower dated -----------,
19---, we hereby make the following Money Market Quote on the following terms:
1. Quoting Bank: ---------------------------------
2. Person to contact at Quoting Bank:
-------------------------------
3. Date of Borrowing: --------------------------- *
4. We hereby offer to make Money Market Loan(s) in the following principal
amounts, for the following Interest Periods and at the following rates:
- ----------------------
* As specified in the related Invitation.
<PAGE> 2
Money Market
Principal Interest Money Market Absolute
Amount** Period*** [Margin****] [Rate*****]
--------- --------- ------------ ------------
$
$
[Provided, that the aggregate principal amount of Money Market Loans for which
the above offers may be accepted shall not exceed $------------------.]**
We understand and agree that the offer(s) set forth above, subject to the
satisfaction of the applicable conditions set forth in the Credit Agreement
dated as of August 18, 1994 among the Borrower, the Co-Agents and other Banks
parties thereto, Chemical Bank, as Managing Agent, and yourselves, as Agent,
irrevocably obligate(s) us to make the Money Market Loan(s) for which any
offer(s) are accepted, in whole or in part.
Very truly yours,
[NAME OF BANK]
Dated:--------------- By:--------------------
Authorized Officer
- ---------------------
**Principal amount bid for each Interest Period may not exceed principal
amount requested. Specify aggregate limitation if the sum of the individual
offers exceeds the amount the Bank is willing to lend. Bids must be made for
$5,000,000 or a larger integral multiple thereof.
***Not less than one month or not less than 15 days, as specified in the
related Invitation. No more than five bids are permitted for each Interest
Period.
****Margin over or under the London Interbank Offered Rate determined for
the applicable Interest Period. Specify percentage (in increments of
1/10,000 of 1%) and specify whether "PLUS" or "MINUS".
*****Specify rate of interest per annum (in increments of 1/10,000th
of 1%).
EXHIBIT E
OPINION OF
COUNSEL FOR THE BORROWER
[Dated as provided in
Section 3.02 of the
Credit Agreement]
To the Banks and the Agent
Referred to Below
c/o Morgan Guaranty Trust Company
of New York, as Agent
60 Wall Street
New York, New York 10260-0060
Dear Sirs:
I am General Counsel of USX Corporation, a Delaware corporation (the
"Borrower"). I refer to the Credit Agreement (the "Credit Agreement") dated as
of August 18, 1994 among the Borrower, the Co-Agents and other Banks listed on
the signature pages thereof, Chemical Bank, as Managing Agent, and Morgan
Guaranty Trust Company of New York, as Agent. Terms defined in the Credit
Agreement are used herein as therein defined.
I have examined, or caused to be examined, originals or copies, certified
or otherwise identified to my satisfaction, of such documents, corporate
records, certificates of public officials and other instruments and have
conducted such other investigations of fact and law as I have deemed necessary
or advisable for purposes of this opinion.
Upon the basis of the foregoing, I am of the opinion that:
1. The Borrower is a corporation duly incorporated, validly existing and
in good standing under the laws of
<PAGE> 2
Delaware and is qualified to do business in each jurisdiction where the
ownership of its property or the conduct of its business requires such
qualification. The Borrower has all the corporate power required to conduct
its business as now conducted.
2. The execution, delivery and performance by the Borrower of the Credit
Agreement and the Notes are within the Borrower's corporate powers, have been
duly authorized by all necessary corporate action, require no action by or in
respect of, or filing with, any governmental body, agency or official and do not
contravene, or constitute a default under, any provision of applicable law or
regulation or of the certificate of incorporation or by-laws of the Borrower or
of any agreement, judgment, injunction, order, decree or other instrument
binding upon the Borrower or result in the creation or imposition of any
Mortgage on any asset of the Borrower or any of its Subsidiaries.
3. The Credit Agreement constitutes a valid and binding agreement of the
Borrower and the Notes constitute valid and binding obligations of the Borrower.
4. Except as set forth in the Borrower's 1993 Form 10-K and quarterly
report on Form 10-Q for the fiscal quarter ended June 30, 1994, there is no
action, suit, arbitration or other proceeding, inquiry or investigation, at law
or in equity, or before or by any court, public board or body, arbitrator or
arbitral body, pending against the Borrower or of which the Borrower has
otherwise received official notice or which to my knowledge is threatened
against the Borrower, wherein there is a reasonable possibility of an
unfavorable decision, ruling or finding which would materially adversely affect
the Borrower's ability to perform its obligations under the Credit Agreement
and the Notes and since the dates of the respective descriptions of proceedings
contained in the reports identified above, there has been no change in the
status of such proceedings which would materially adversely affect the
Borrower's ability to perform its obligations under the Credit Agreement and
the Notes.
The foregoing opinion is limited to the laws of the Commonwealth of
Pennsylvania, the Federal laws of the United States of America and the General
Corporation law of the State of Delaware. I am a member of the Bar of the State
of Ohio, and as to matters of Pennsylvania law, I have relied on the advice of
members of the Legal Department admitted to practice in Pennsylvania. As the
Credit Agreement and the Notes are by their terms governed by the laws of the
State of New York, the foregoing opinion should be understood to conclude that
(i) a Pennsylvania court or a Federal court sitting in Pennsylvania
<PAGE> 3
would give effect to the choice of New York law to govern the Credit Agreement
and the Notes and (ii) under the internal laws of the State of Pennsylvania the
Credit Agreement constitutes a valid and binding agreement of the Borrower and
the Notes constitute valid and binding obligations of the Borrower.
Very truly yours,
<PAGE> EXHIBIT F
OPINION OF DAVIS POLK & WARDWELL
SPECIAL COUNSEL FOR THE AGENT
[Dated as provided in
Section 3.02 of the
Credit Agreement]
To the Banks and the Agent
Referred to Below
c/o Morgan Guaranty Trust Company
of New York, as Agent
60 Wall Street
New York, New York 10260-0060
Dear Sirs:
We have participated in the preparation of the Credit Agreement (the
"Credit Agreement") dated as of August 18, 1994 among USX Corporation, a
Delaware corporation (the "Borrower"), the Co-Agents and other banks listed on
the signature pages thereof (the "Banks"), Chemical Bank, as Managing Agent, and
Morgan Guaranty Trust Company of New York, as Agent (the "Agent"), and have
acted as special counsel for the Agent for the purpose of rendering this opinion
pursuant to Section 3.02(c) of the Credit Agreement. Terms defined in the
Credit Agreement are used herein as therein defined.
We have examined originals or copies, certified or otherwise identified to
our satisfaction, of such documents, corporate records, certificates of public
officials and other instruments and have conducted such other investigations of
fact and law as we have deemed necessary or advisable for purposes of this
opinion.
Upon the basis of the foregoing, we are of the opinion that:
1. The execution, delivery and performance by the Borrower of the Credit
Agreement and the Notes are within the
<PAGE> 2
Borrower's corporate powers and have been duly authorized by all necessary
corporate action.
2. The Credit Agreement constitutes a valid and binding agreement of the
Borrower and each Note constitutes a valid and binding obligation of the
Borrower, in each case enforceable in accordance with its terms, except as
the same may be limited by bankruptcy, insolvency or similar laws affecting
creditors' rights generally and by general principles of equity.
We are members of the Bar of the State of New York and the foregoing
opinion is limited to the laws of the State of New York, the federal laws of the
United States of America and the General Corporation Law of the State of
Delaware. In giving the foregoing opinion, we express no opinion as to the
effect (if any) of any law of any jurisdiction (except the State of New York) in
which any Bank is located which limits the rate of interest that such Bank may
charge or collect.
This opinion is rendered solely to you in connection with the above matter.
This opinion may not be relied upon by you for any other purpose or relied
upon by any other person without our prior written consent.
Very truly yours,
<PAGE> EXHIBIT G
ASSIGNMENT AND ASSUMPTION AGREEMENT
AGREEMENT dated as of ----------, 19-- among [ASSIGNOR] (the "Assignor"),
[ASSIGNEE] (the "Assignee"), USX CORPORATION (the "Borrower") and MORGAN
GUARANTY TRUST COMPANY OF NEW YORK, as Agent (the "Agent").
W I T N E S S E T H
WHEREAS, this Assignment and Assumption Agreement (the "Agreement") relates
to the Credit Agreement dated as of August 18, 1994 among the Borrower, the Co-
Agents, the Assignor and the other Banks party thereto, as Banks, Chemical Bank,
as Managing Agent, and the Agent (as amended from time to time, the "Credit
Agreement");
WHEREAS, as provided under the Credit Agreement, the Assignor has a
Commitment to make Committed Loans to the Borrower in an aggregate principal
amount at any time outstanding not to exceed $----------;
WHEREAS, Committed Loans made to the Borrower by the Assignor under
the Credit Agreement in the aggregate principal amount of $---------- are
outstanding at the date hereof; and*
WHEREAS, the Assignor proposes to assign to the Assignee all of the
rights of the Assignor under the Credit Agreement in respect of a portion of its
Commitment thereunder in an amount equal to $---------- (the "Assigned Amount"),
together with a corresponding portion of its outstanding Committed Loans, and
the Assignee proposes to
- -----------
*This clause (and certain other provisions herein) should be modified to
reflect the assignment of Money Market Loans if such Loans are being assigned.
<PAGE> 2
accept assignment of such rights and assume the corresponding obligations from
the Assignor on such terms;
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements
contained herein, the parties hereto agree as follows:
SECTION 1. Definitions. All capitalized terms not otherwise defined herein
shall have the respective meanings set forth in the Credit Agreement.
SECTION 2. Assignment. The Assignor hereby assigns and sells to the
Assignee all of the rights of the Assignor under the Credit Agreement (except
rights with respect to outstanding Money Market Loans) to the extent of the
Assigned Amount, and the Assignee hereby accepts such assignment from the
Assignor and assumes all of the obligations of the Assignor under the Credit
Agreement (except obligations with respect to any outstanding Money Market
Loans) to the extent of the Assigned Amount, including the purchase from the
Assignor of the corresponding portion of the principal amount of the Committed
Loans made by the Assignor outstanding at the date hereof. Upon the execution
and delivery hereof by the Assignor, the Assignee, the Borrower and the Agent
and the payment of the amounts specified in Section 3 required to be paid on the
date hereof (i) the Assignee shall, as of the date hereof, succeed to the rights
and be obligated to perform the obligations of a Bank under the Credit Agreement
with a Commitment in an amount equal to the Assigned Amount, and (ii) the
Commitment of the Assignor shall, as of the date hereof, be reduced by a like
amount and the Assignor released from its obligations under the Credit Agreement
to the extent such obligations have been assumed by the Assignee. The
assignment provided for herein shall be without recourse to the Assignor.
SECTION 3. Payments. As consideration for the assignment and sale
contemplated in Section 2 hereof, the Assignee shall pay to the Assignor on the
date hereof in Federal funds an amount mutually agreed by the Assignor and the
Assignee. It is understood that commitment and/or facility fees accrued to the
date hereof are for the account of the Assignor and such fees accruing from and
including the date hereof are for the account of the Assignee. Each of the
Assignor and the Assignee hereby agrees that if it receives any amount under the
Credit Agreement which is for the account of the other party hereto, it shall
receive the same for the account of such other party to the extent of such other
party's interest therein and shall promptly pay the same to such other party.
<PAGE> 3
SECTION 4. Consent of the Borrower and the Agent. This Agreement is
conditioned upon the consent of the Borrower and the Agent pursuant to Section
9.06(d) of the Credit Agreement. The execution of this Agreement by the
Borrower and the Agent is evidence of this consent. Pursuant to Section 9.06(d)
the Borrower agrees to execute and deliver a Note payable to the order of the
Assignee to evidence the assignment and assumption provided for herein.
SECTION 5. Non-Reliance on Assignor. The Assignor makes no representation
or warranty in connection with, and shall have no responsibility with respect
to, the solvency, financial condition, or statements of the Borrower, or the
validity and enforceability of the obligations of the Borrower in respect of the
Credit Agreement or any Note. The Assignee acknowledges that it has,
independently and without reliance on the Assignor, and based on such documents
and information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement and will continue to be responsible for
making its own independent appraisal of the business, affairs and financial
condition of the Borrower.
SECTION 6. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 7. Notices. All notices in connection herewith shall be given in
accordance with Section 9.01 of the Credit Agreement. The address of the
Assignee for notices hereunder and thereunder shall be initially as set forth on
the signature pages hereof.
SECTION 8. Counterparts. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
and delivered by their duly authorized officers as of the date first above
written.
[ASSIGNOR]
By------------------------
Title:
<PAGE> 4
[ASSIGNEE]
By------------------------
Title:
[Address]
Telex number:
Facsimile number:
USX CORPORATION
By------------------------
Title:
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, as Agent
By------------------------
Title:
Exhibit 12.1
<TABLE>
USX CORPORATION
COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS
TOTAL ENTERPRISE BASIS - (Unaudited)
----------------------------------------------------------
(Dollars in Millions)
<CAPTION>
Nine Months
Ended Year Ended December 31
September 30 --------------------------------
1994 1993* 1993 1992 1991 1990 1989
---- ----- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Portion of rentals
representing interest $61 $63 $84 $87 $91 $88 $79
Capitalized interest 53 78 105 78 63 50 42
Pretax earnings which would
be required to cover
preferred stock dividend
requirements of parent 37 32 44 14 15 28 93
Other interest and fixed
charges 341 304 372 408 474 554 761
---- ---- ---- ---- ---- ---- ----
Combined fixed charges
and preferred stock
dividends (A) $492 $477 $605 $587 $643 $720 $975
==== ==== ==== ==== ==== ==== ====
Earnings-pretax income (loss)
with applicable
adjustments (B) $962 $90 $280 $376 $(53) $1,935 $2,271
==== ==== ==== ==== ==== ====== ======
Ratio of (B) to (A) 1.95 (a) (b) (c) (d) 2.69 2.33
==== ==== ==== ==== ==== ==== ====
<FN>
*Restated
(a) Earnings did not cover combined fixed charges and preferred stock
dividends by $387 million.
(b) Earnings did not cover combined fixed charges and preferred stock
dividends by $325 million.
(c) Earnings did not cover combined fixed charges and preferred stock
dividends by $211 million.
(d) Earnings did not cover combined fixed charges and preferred stock
dividends by $696 million.
</TABLE>
Exhibit 12.2
<TABLE>
USX CORPORATION
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
TOTAL ENTERPRISE BASIS - (Unaudited)
-------------------------------------------------
(Dollars in Millions)
<CAPTION>
Nine Months
Ended Year Ended December 31
September 30 --------------------------------
1994 1993* 1993 1992 1991 1990 1989
---- ----- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Portion of rentals
representing interest $61 $63 $84 $87 $91 $88 $79
Capitalized interest 53 78 105 78 63 50 42
Other interest and fixed
charges 341 304 372 408 474 554 761
---- ---- ---- ---- ---- ---- ----
Total fixed charges (A) $455 $445 $561 $573 $628 $692 $882
==== ==== ==== ==== ==== ==== ====
Earnings-pretax income (loss)
with applicable
adjustments (B) $962 $90 $280 $376 $(53) $1,935 $2,271
==== ==== ==== ==== ==== ====== ======
Ratio of (B) to (A) 2.11 (a) (b) (c) (d) 2.80 2.57
==== ==== ==== ==== ==== ==== ====
<FN>
*Restated
(a) Earnings did not cover fixed charges by $355 million.
(b) Earnings did not cover fixed charges by $281 million.
(c) Earnings did not cover fixed charges by $197 million.
(d) Earnings did not cover fixed charges by $681 million.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> SEP-30-1994
<CASH> 87
<SECURITIES> 0
<RECEIVABLES> 949
<ALLOWANCES> 10
<INVENTORY> 1,808
<CURRENT-ASSETS> 3,087
<PP&E> 25,418
<DEPRECIATION> 14,106
<TOTAL-ASSETS> 17,102
<CURRENT-LIABILITIES> 2,902
<BONDS> 5,411
<COMMON> 372<F1>
0
112
<OTHER-SE> 3,750
<TOTAL-LIABILITY-AND-EQUITY> 17,102
<SALES> 14,157
<TOTAL-REVENUES> 14,157
<CGS> 10,399
<TOTAL-COSTS> 10,399
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 330
<INCOME-PRETAX> 534
<INCOME-TAX> 161
<INCOME-CONTINUING> 373
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 373
<EPS-PRIMARY> 0<F2>
<EPS-DILUTED> 0<F2>
<FN>
<F1>Consists of Marathon Stock issued, $287; Steel Stock issued, $76; Delhi
Stock issued, $9.
<F2>Primary and fully diluted eanings (loss) per share applicable to Marathon
Stock, $0.98; Steel Stock, $1.23; Delhi Stock $(2.32).
</FN>
</TABLE>
