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PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
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[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14-a-6(E)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
USX CORPORATION
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(Name of Registrant as Specified In Its Charter)
USX CORPORATION
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ X ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(2) or Item 22(a)(2). of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount of
which the filing fee is calculated and state how it was
determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE> 2
USX CORPORATION
USX-MARATHON GROUP COMMON STOCK
USX-U.S. STEEL GROUP COMMON STOCK
USX-DELHI GROUP COMMON STOCK
[LOGO] NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
AND PROXY STATEMENT
Tuesday, April 25, 1995
10:00 A.M., Central Daylight Saving Time
Grand Ballroom
The Harvey Hotel Downtown
400 N. Olive Street
Dallas, Texas
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TABLE OF CONTENTS
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Page
Notice of Annual Meeting of Stockholders.................. 3
Proxy Statement........................................... 3
The Board of Directors.................................. 4
Proposals of the Board--
Proposal No. 1--Election of Directors................. 5
Nominees for Director............................... 6
Continuing Directors................................ 7
Proposal No. 2--Election of Independent Accountants... 9
Security Ownership...................................... 10
Executive Compensation and Other Information............ 12
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Please Mark, Sign and Return Your Proxy Promptly
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USX Corporation Charles A. Corry
600 Grant Street Chairman, Board of Directors
Pittsburgh, PA 15219-4776 & Chief Executive Officer
</TABLE>
March 10, 1995
To the Stockholders:
The 1995 annual meeting of stockholders (the "Meeting") will be held in the
Grand Ballroom of The Harvey Hotel Downtown (formerly the Southland Center
Hotel), 400 N. Olive St., Dallas, Texas, on Tuesday, April 25 at 10:00 A.M.,
Central Daylight Saving Time.
The election of directors and independent accountants will take place at the
Meeting. This year we will elect five Class II directors whose terms will expire
at the 1998 annual meeting. The proxy statement contains information with
respect to the nominees as well as the other directors who continue in office.
All of the nominees except one have previously been elected by the stockholders.
We hope you will be represented at the Meeting by marking, signing and returning
the enclosed proxy card as promptly as possible, whether or not you expect to be
present in person. The directors of USX Corporation appreciate the cooperation
of stockholders in directing proxies to vote at the Meeting.
If you plan to be present in person, please let us know in accordance with the
instructions accompanying the proxy card, and we will send you an attendance
card which will expedite your admission to the Meeting.
Sincerely,
<PAGE> 4
USX CORPORATION
600 Grant Street, Pittsburgh, PA 15219-4776
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
ON APRIL 25, 1995
The annual meeting of the stockholders of USX Corporation (the "Meeting")
will be held in the Grand Ballroom of The Harvey Hotel Downtown (formerly the
Southland Center Hotel), 400 N. Olive Street, Dallas, Texas on Tuesday, April
25, 1995 at 10:00 A.M., Central Daylight Saving Time, for the following
purposes:
To elect five Class II directors.
To elect independent accountants for 1995.
To transact such other business as may properly come before the Meeting.
Holders of record of each of the classes of USX's common stock on the books
of USX Corporation at the close of business on February 24, 1995 are entitled to
vote at the Meeting.
By order of the Board of Directors,
DAN D. SANDMAN,
Secretary
Dated, March 10, 1995
------------------------
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors (the "Board") of USX Corporation ("USX") for
use at the 1995 annual meeting of stockholders (the "Meeting") to be held on
April 25, 1995 in the Grand Ballroom of The Harvey Hotel Downtown, 400 N. Olive
Street, Dallas Texas. The enclosed proxy is for the use of holders of record 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") at the
close of business on February 24, 1995. The proxy is a means by which
stockholders may authorize the voting of their shares at the Meeting. Shares
cannot be voted at the Meeting unless the owner of record is present to vote or
is represented by a proxy. Shares represented by proxies received will be voted
as specified by the stockholder. Except as otherwise specified in the proxy,
shares will be voted for the election of the nominees for director named herein
and for the election of Price Waterhouse LLP as independent accountants for
1995. Any person who has signed and returned a proxy may revoke it at any time
before it is exercised by submitting a subsequently executed proxy, by giving
notice of revocation to the Secretary of USX or by voting in person at the
Meeting. All classes of common stock will vote together as a single class on all
matters presented for consideration at the Meeting. Directors are elected by a
plurality, and independent accountants by a majority, of the votes of the shares
present in person or represented by proxy and entitled to vote. Abstentions and
broker non-votes are not counted in determining the number of shares voted for
or against any nominee for director or any other voting matter. They are,
however, counted in determining the presence of a quorum.
The Board has adopted a policy on confidential voting with respect to
proxies. The policy, which will be applicable to voting in connection with the
Meeting, provides stockholders confidentiality in voting. Accordingly, all
executed proxy cards and ballots which identify stockholders are held
permanently confidential, except (i) as necessary to meet any applicable legal
requirements, (ii) in limited circumstances, such as contested proxy
solicitations, and (iii) to allow inspectors of election to tabulate and certify
the vote. The tabulators, who are currently employees of USX, and the inspectors
of election, who are not employees of USX, are required to execute appropriate
confidentiality agreements.
The Board knows of no business that will be presented for consideration at
the Meeting other than the matters described in this proxy statement. If any
other matters are presented, proxies will be voted in accordance with the best
judgment of the proxy holders.
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As of the close of business on February 24, 1995, there were outstanding
287,185,912 shares of Marathon Stock, 76,206,339 shares of Steel Stock and
9,437,891 shares of Delhi Stock. At the Meeting each share of Marathon Stock
will be entitled to one vote and each share of Steel Stock and Delhi Stock will
be entitled to 2.102 votes and 0.576 votes, respectively, with respect to
matters to be voted upon by all classes of common stock voting as a single
class. The number of votes each share of Steel Stock and Delhi Stock is entitled
to cast has been calculated using a formula based on time-weighted average
ratios of the market value of one share of Steel Stock and Delhi Stock, as the
case may be, to one share of Marathon Stock over the 20 business day period
ending on February 16, 1995, as provided in USX's Certificate of Incorporation.
Shares of preferred stock are not entitled to vote at the Meeting. This proxy
statement was first mailed to the stockholders of USX on or about March 10,
1995.
THE BOARD OF DIRECTORS
The business of USX is under the general direction of the Board as provided
by the By-Laws of USX and the laws of Delaware, the state of incorporation.
There are five principal committees of the Board: the Audit, Compensation,
Organization and Public Policy Committees and the Committee on Financial Policy.
THE AUDIT COMMITTEE has oversight responsibility for ensuring the integrity
of the financial reports of USX, determining that the administrative,
operational and internal accounting controls are reviewed periodically to assure
that USX is operating in accordance with prescribed procedures and codes of
conduct and providing direction to the internal audit staff and the independent
accountants. In carrying out its responsibilities, the Audit Committee makes
recommendations to the Board regarding the independent accountants to be
nominated for election by the stockholders and reviews the independence of such
accountants, approves the scope of the annual audit activities of the
independent accountants and USX's internal auditors, approves the audit fee
payable to the independent accountants and reviews audit results. It also has
been assigned the responsibility of reviewing matters pertaining to potentially
divergent interests, if any, among the three classes of common stock, the
policies and practices of USX with respect to the three business groups, the
allocation of charges and credits among the three business groups and the
discharge by the Board of its fiduciary duties to the common stockholders in the
context of the three separate classes of stock. In addition, the Audit Committee
reviews and approves the Form 10-K Annual Report filed with the Securities and
Exchange Commission (the "Commission"). Mr. Armstrong, Dr. Brown and Messrs.
Marshall, McGillicuddy, Schofield, Snow and Yearley are members of the Audit
Committee, and Mr. Armstrong is Chairman.
THE COMPENSATION COMMITTEE is responsible for making recommendations to the
Board on all matters of policy and procedures relating to compensation of
executive management, for approving the salaries of officers (other than the
officer-directors, whose salaries are approved by the Board) and for
administration of the Annual Incentive Compensation Plan and the Senior
Executive Officer Annual Incentive Compensation Plan. The Committee also
approves grants of options, stock appreciation rights and restricted stock
under, and administers, USX's 1990 Stock Plan. The Committee is authorized to
adopt and amend, on behalf of USX, employee benefit plans, to review the
activities of United States Steel and Carnegie Pension Fund as administrator of
certain benefit plans and to make recommendations to the Board concerning policy
matters relating to employee benefits. Its members are Messrs. Geier, Lee, Lego,
McGillicuddy and Schofield, and Mr. McGillicuddy is Chairman.
THE ORGANIZATION COMMITTEE makes recommendations to the Board concerning the
number of directors and candidates for election as directors, the membership of
committees of the Board and general executive management organization matters.
The Organization Committee, in recommending candidates for election as
directors, among other considerations, studies from time to time the composition
of the Board and endeavors to locate candidates for Board membership whose
backgrounds indicate that they have broad knowledge and experience in business
and society in general. The Organization Committee also considers nominees
recommended by stockholders for election as director. Such recommendations,
together with the nominee's qualifications and consent to be considered as a
nominee, should be sent to the Secretary of USX for presentation to the
Organization Committee. Messrs. Armstrong, Geier, Lego, Richman, Schofield and
Yearley are members of the Organization Committee, and Mr. Geier is Chairman.
THE PUBLIC POLICY COMMITTEE reviews and makes recommendations to the Board
concerning corporate policy in connection with community and governmental
relations, codes of conduct, environmental and equal opportunity matters,
charitable, cultural and educational contributions and other broad social,
political and public issues. Mr. Armstrong, Dr. Brown and Messrs. Geier, Lee,
Lego, Marshall, McGillicuddy, Richman and Snow are members of the Public Policy
Committee, and Mr. Lego is Chairman.
THE COMMITTEE ON FINANCIAL POLICY makes recommendations to the Board
concerning dividends and matters of financial import, receives reports on
various financial matters and has authority to approve certain borrowings by
USX. Its members are Dr. Brown and Messrs. Hernandez, Lee, Marshall, Richman,
Snow and Yearley, and Mr. Hernandez is Chairman.
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The Board of Directors met 11 times in 1994. The Audit Committee met five
times in 1994, the Compensation Committee six times, the Organization Committee
six times, the Public Policy Committee three times and the Committee on
Financial Policy four times. The directors spend considerable time in preparing
for meetings of the Board and the committees on which they serve. They attend as
many of the meetings as possible. During 1994, attendance of the directors
averaged 90%.
COMPENSATION OF DIRECTORS
Directors who are officers or employees of USX or of its subsidiaries
receive no fees or remuneration, as such, for service as a member of the Board
or any Board committee. The By-Laws of USX provide that each director who is not
such an officer or employee shall receive such allowances and attendance fees as
the Board may from time to time determine. The Board has determined that
non-employee directors shall each receive annual retainers of $28,000, each
Chairman of a Board committee an additional $6,000 and other members of a Board
committee an additional $5,000 each, plus a fee of $1,600 for each Board or
committee meeting attended. The USX Corporation Non-Employee Director Retirement
Benefit Program provides to directors (other than employee-directors or former
employee-directors) who complete five years of service and who (1) retire
pursuant to the retirement policy, or (2) retire for health or other reasons
beyond their control or (3) die prior to retirement, a total benefit equal to
the annual retainer in effect as of the date of retirement times the number of
full years' service as a member of the Board. In the event of the death of a
director, any unpaid amount will be paid to the surviving spouse of the
director, or the director's estate if there is no surviving spouse. Benefits
under the Plan may be paid in quarterly installments for the number of years of
service as a director or, at the election of the director prior to retirement,
in a lump sum equal to the present value of the total benefit payable. Payments
due the surviving spouse or estate of a deceased director shall be paid in a
lump sum equal to the present value of the unpaid benefit owing at the time of
the director's death. The USX Corporation Non-Employee Director Stock Plan
provides that USX will supplement the fees paid to each non-employee director
with a grant of shares of each class of common stock of USX equal to that number
of shares of such class purchased in the open market by the director up to a
maximum of 500 shares of such class. In order to qualify for such grants,
non-employee directors must have purchased shares during the 60 days following
the date of their initial election to the Board.
The retirement policy for members of the Board provides that each
non-employee director may continue to serve until the end of the month in which
age 70 is attained and that each officer-director may continue to serve until
retirement as an employee, except that the chief executive officer may continue
to serve after such retirement if the Board requests that such chief executive
officer do so, provided that under no circumstances shall the chief executive
officer serve after the month in which such chief executive officer attains age
70. The policy requires retirement notwithstanding that the director's term
expires at a later date. Mr. Geier will attain age 70 this year.
PROPOSALS OF THE BOARD
The following proposals are expected to be presented to the Meeting by the
Board.
PROPOSAL NO. 1--ELECTION OF DIRECTORS
USX's Certificate of Incorporation provides that the directors shall be
divided into three classes: Class I, Class II and Class III, each class to
consist, as nearly as may be possible, of one-third of the whole number of the
Board. At each annual meeting the directors elected to succeed those whose terms
expire shall be identified as being of the same class as those directors they
succeed and shall be elected for a term to expire at the third annual meeting of
stockholders after their election, and until their successors are duly elected
and qualified. A director elected to fill a vacancy is elected to the same class
as the director he succeeds and a director elected to fill a newly created
directorship holds office until the next election of the class to which such
director is elected.
The Board has set the number of directors at fifteen, pursuant to the
provisions of the By-Laws. The current five Class II directors are nominees for
election this year for a three-year term expiring at the 1998 annual meeting.
All of the nominees (except Mr. Marshall, who was elected by the directors
effective June 1, 1994) and all of the continuing Class I and Class III
directors (except Mr. Schofield, who was elected by the directors effective June
1, 1994 and Mr. Snow, who was elected by the directors effective March 1, 1995)
have previously been elected by the stockholders. Of the fifteen present
directors, four are current officers of USX, eight have top executive experience
with a wide variety of businesses, one was with the National Aeronautics and
Space Administration and served as a university professor before entering
business, one had a career as a distinguished chemist before becoming an
educator and one has a distinguished career in education in addition to service
as a member of the President's Cabinet. A brief statement of the background of
each nominee and each continuing director is given on the following pages. If
any nominee shall be unable to serve, proxies may be voted for another person
designated by the Board.
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To be eligible for election as directors, persons nominated other than by
the Board must be nominated in accordance with the procedures set forth in the
By-Laws which require that notice be received by the Secretary at least 60 days,
but not more than 90 days, prior to the date of the Meeting containing certain
information regarding the person or persons to be nominated and the stockholder
giving such notice.
NOMINEES FOR CLASS II DIRECTOR--TERM EXPIRES 1998
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VICTOR G. BEGHINI Director since 1990 Age: 60
VICE CHAIRMAN-MARATHON GROUP, USX CORPORATION. Mr. Beghini
graduated from Pennsylvania State University with a BS
degree in petroleum engineering. He joined Marathon in 1956
and served in various positions throughout the United States
until being elected vice president, supply & transportation
in early 1978 and a director of Marathon later that year. He
was elected president of Marathon Petroleum Company in
January 1984, senior vice president, domestic exploration
and production for Marathon Oil Company in 1985 and senior
vice president, worldwide production in 1986. Mr. Beghini
was elected president of Marathon Oil Company and a member
of the USX corporate policy committee in 1987. He was
elected vice chairman-energy and a director of USX in June
1990 and vice chairman-Marathon Group in May 1991. He is a
director of Baker Hughes Inc. and the American Petroleum
Institute; and a member of the National Petroleum Council.
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JAMES A. D. GEIER Director since 1984 Age: 69
CHAIRMAN, EXECUTIVE COMMITTEE, CINCINNATI MILACRON INC. (A
MANUFACTURER AND SUPPLIER OF PROCESS EQUIPMENT, SYSTEMS AND
RELATED EQUIPMENT). Mr. Geier attended Williams College and
served in the Army Air Corps prior to joining Cincinnati
Milacron in 1951. He was elected a vice president in 1964
and was elected a director in 1966. In 1969 he became
executive vice president and in 1970 he was elected
president and chief executive officer. He was elected
chairman of the board in 1982, retiring effective December
31, 1990. Mr. Geier is a director of Clark Equipment
Company, BDM Holdings, Inc. and The Cincinnati Gear Co.; a
trustee of Rensselaer Polytechnic Institute and of the
University of Cincinnati Foundation; and president of The
Children's Home of Cincinnati.
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CHARLES R. LEE Director since 1991 Age: 55
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER, GTE
CORPORATION (TELECOMMUNICATIONS, LIGHTING AND PRECISION
MATERIALS). Mr. Lee received a Bachelor's degree in
metallurgical engineering from Cornell University and an MBA
from the Harvard Graduate School of Business. He served in
various financial and management positions before becoming
senior vice president-finance for Penn Central Corp. and
then Columbia Pictures Industries Inc. In 1983 he joined GTE
as senior vice president of finance and in 1986 was named
senior vice president of finance and planning. He was
elected president, chief operating officer and director in
January 1989 and elected to his present position in May
1992. Mr. Lee is a director of The Procter & Gamble Company,
the Stamford Hospital Foundation, the New American Schools
Development Corporation, United Technologies Corporation and
Contel Cellular, Inc. He is a member of the Business
Roundtable, The Conference Board and the New American
Realities Committee of the National Planning Association.
He is also a member of the Board of Directors of the
Association of the Harvard Business School and trustee of
Cornell University.
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RAY MARSHALL Director since 1994 Age: 66
PROFESSOR, UNIVERSITY OF TEXAS. Dr. Marshall graduated from
Millsaps College in 1949 with a BA degree and received an MA
in Economics from the Louisiana State University in 1950 and
a PhD in economics from the University of California at
Berkeley in 1954. From 1962 to 1967, Dr. Marshall was a
professor of economics at the University of Texas at Austin.
He was chairman of the department of economics and held the
chair of Alumni Professor of Economics at the University of
Kentucky from 1967 to 1969. He returned to the University of
Texas as chairman of the department of economics and
director of the Center for the Study of Human Resources in
1969. In 1977 Dr. Marshall became the U.S. Secretary of
Labor under the Carter administration. Dr. Marshall
currently holds the Audre and Bernard Rapoport Centennial
Chair in Economics and Public Affairs at the University of
Texas at Austin.
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THOMAS J. USHER Director since 1991 Age: 52
PRESIDENT & CHIEF OPERATING OFFICER, USX CORPORATION. Mr.
Usher graduated from the University of Pittsburgh with a BS
degree in industrial engineering, an MS degree in operations
research and a PhD in systems engineering. He joined USX in
1965 and held various positions in industrial engineering.
From 1975 through 1979, he held a number of management
positions at USX's South and Gary Works. He was elected
executive vice president-heavy products in 1986,
president-U.S. Steel Group and director of USX in 1991 and
president & chief operating officer of USX in 1994. He is a
director of PNC Bank, N.A., Transtar, Inc., the
International Iron and Steel Institute and the U.S.-Japan
Business Council, Inc.; Chairman of the American Iron and
Steel Institute; Chairman of the Board of the Japan America
Society of Pennsylvania; Director and Chairman of the
U.S.-Korea Business Council; a member of the Board of
Trustees of the University of Pittsburgh and the Board of
the Extra Mile Education Foundation.
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CONTINUING CLASS III DIRECTORS--TERM EXPIRES 1996
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JEANETTE G. BROWN Director since 1993 Age: 66
DISTINGUISHED VISITING PROFESSOR AND DIRECTOR OF RESEARCH
ENHANCEMENT, OHIO UNIVERSITY. Dr. Brown graduated from Ohio
University in 1950 with a BS degree and received an MS
degree from Western Reserve University in 1958. She holds
three D.Sc.'s (Honorary) from Ohio University, Clarkson
University and Wilson College and a D.Engr. (Honorary) from
Michigan Technological University. Dr. Brown completed the
Executive Management School, University of California,
Berkeley. From 1950 to 1988 she was employed by BP America
(formerly The Standard Oil Company) in various research
positions. She retired as director of corporate research,
environmental and analytical sciences. She is a director of
AGA Gas, Inc., The BF Goodrich Company and Diatrac Holdings,
Inc. Dr. Brown is a trustee of the Ohio University
Foundation, the Edison Biotechnology Center in Cleveland,
Ohio and is chair of the Board of Trustees of The Cleveland
Scholarship Program, Inc. She was appointed by the National
Research Council/National Academy of Sciences to serve on
the Board on Assessment of the National Institute of
Standards and Technology. She serves on the White House
Joint High Level Advisory Panel on US/Japan Science and
Technology Agreements.
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CHARLES A. CORRY Director since 1988 Age: 63
CHAIRMAN OF THE BOARD & CHIEF EXECUTIVE OFFICER, USX
CORPORATION. Mr. Corry graduated from the University of
Cincinnati in 1955 with a BA degree and received a JD degree
from the University of Cincinnati Law School in 1959, after
serving in the U.S. Air Force. He joined USX in 1959,
holding various finance and accounting positions prior to
being named vice president-corporate planning in 1979. Mr.
Corry was elected senior vice president and comptroller in
1982 and president of the U.S. Diversified Group of USX in
1987. He was elected president of USX in 1988 and elected
chairman of the board and chief executive officer in 1989.
Mr. Corry is a director of Mellon Bank Corporation,
Transtar, Inc. and the National Association of
Manufacturers; a member of The Business Council; Co-Chairman
of The Business Roundtable; and a trustee of Carnegie Mellon
University.
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PAUL E. LEGO Director since 1988 Age: 64
RETIRED CHAIRMAN, WESTINGHOUSE ELECTRIC CORPORATION (A
DIVERSIFIED GLOBAL TECHNOLOGY-BASED CORPORATION). Mr. Lego
graduated from the University of Pittsburgh with BS and MS
degrees in electrical engineering after service in the U.S.
Army. He joined Westinghouse in 1956 at the East Pittsburgh
plant and held a number of engineering and management
positions prior to being named a vice president in 1979,
executive vice president in 1980 and senior executive vice
president, corporate resources in 1985. In 1988 Mr. Lego was
elected a director and president and chief operating officer
of Westinghouse and chairman and chief executive officer in
1990. Mr. Lego retired in January 1993. He is a director of
Consolidated Natural Gas Company, Lincoln Electric Company,
PNC Bank Realty Holding Company and Commonwealth Aluminum
Corporation; a trustee of the University of Pittsburgh; and
a member of The Business Council and the board of
overseers of the New Jersey Institute of Technology.
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SETH E. SCHOFIELD Director since 1994 Age: 55
CHAIRMAN AND CHIEF EXECUTIVE OFFICER, USAIR GROUP AND USAIR,
INC. (A MAJOR AIRLINE COMPANY). Mr. Schofield graduated from
the Harvard Business School Program for Management
Development in 1975. He served in various corporate staff
positions since joining USAir in 1957 and became executive
vice president-operations in 1981. Mr. Schofield served as
president and chief operating officer from 1990 until 1991.
He was elected president and chief executive officer in 1991
and became chairman of the boards of USAir Group and USAir,
Inc. in 1992. Mr. Schofield is a director of the Erie
Insurance Group and PNC Bank, N.A.; board member of the
Pennsylvania Business Roundtable and a trustee of the
University of Pittsburgh and Westminster College.
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DOUGLAS C. YEARLEY Director since 1992 Age: 59
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER, PHELPS
DODGE CORPORATION (A MAJOR INTERNATIONAL MINING AND
MANUFACTURING CONCERN). Mr. Yearley graduated from Cornell
University with a Bachelor's degree in metallurgical
engineering and attended the Program for Management
Development at Harvard Business School. He joined Phelps
Dodge in 1960 as director of research. He held several key
positions before being elected executive vice president and
a director in 1987. Mr. Yearley was elected chairman and
chief executive officer in 1989 and president in 1991. He is
a director of Lockheed Corporation, J.P. Morgan & Co., Inc.,
and Morgan Guaranty Trust Company of New York; a member of
the Policy Committee of The Business Roundtable; chairman of
the International Copper Association; a vice chairman of the
American Mining Congress; director of the Copper Development
Association; member of The Business Council; and trustee of
the Phoenix Art Museum.
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CONTINUING CLASS I DIRECTORS--TERM EXPIRES 1997
- --------------------------------------------------------------------------------
NEIL A. ARMSTRONG Director since 1984 Age: 64
CHAIRMAN, AIL SYSTEMS INC. (DEFENSE ELECTRONICS COMPANY).
Mr. Armstrong received a BS degree in aeronautical
engineering from Purdue University and an MS degree in
aerospace engineering from the University of Southern
California. For 17 years he served with the National
Aeronautics and Space Administration and its predecessor
agency as engineer, test pilot, astronaut and administrator.
From 1971 to 1979 he was professor of aerospace engineering
at the University of Cincinnati. In 1982 he became chairman
of CTA, Inc. and retired from that position in 1992. He has
served as chairman of AIL Systems Inc. since June 1989. He
is a director of CINergy Corp., Cincinnati Milacron Inc.,
Eaton Corporation, RMI Titanium Company and Thiokol
Corporation. He is a member of the National Academy of
Engineering and the Engineering Visiting Committee, Purdue
University.
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ROBERT M. HERNANDEZ Director since 1991 Age: 50
VICE CHAIRMAN & CHIEF FINANCIAL OFFICER, USX CORPORATION.
Mr. Hernandez graduated from the University of Pittsburgh
with a Bachelor's degree in economics and mathematics and
received an MBA from the Wharton Graduate School of Finance
and Commerce at the University of Pennsylvania. He joined
USX in 1968 and held various finance and accounting
positions until 1980 when he was appointed assistant
corporate comptroller. He was elected vice president and
treasurer in 1984 and senior vice president and comptroller
in 1987. In 1989, he was appointed president of the U.S.
Diversified Group and in 1990 elected senior vice
president-finance & treasurer. He was elected director and
executive vice president-accounting & finance & chief
financial officer in 1991 and vice chairman & chief
financial officer in 1994. Mr. Hernandez is a director and
chairman of RMI Titanium Company; a director of Marinette
Marine Corporation, ACE Limited, Pittsburgh Baseball Club,
Allegheny Health, Education and Research Foundation,
Allegheny General Hospital and the Pennsylvania Chamber of
Business and Industry; and a member of the Pennsylvania
Business Roundtable.
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8
<PAGE> 10
- --------------------------------------------------------------------------------
JOHN F. MCGILLICUDDY Director since 1984 Age: 64
RETIRED CHAIRMAN OF THE BOARD, CHEMICAL BANKING CORPORATION
(BANK HOLDING COMPANY). Mr. McGillicuddy graduated from
Princeton University in 1952 and received an LLB degree from
Harvard Law School in 1955. He joined Manufacturers Hanover
Trust Company in 1958, became vice president in 1962, senior
vice president in 1966 and executive vice president and
assistant to the chairman in 1969. In 1970 he was elected
vice chairman and a director of Manufacturers Hanover
Corporation and Manufacturers Hanover Trust Company and
became president of both in 1971. Mr. McGillicuddy was named
chairman and chief executive officer of the companies in
1979. Following the merger of Manufacturers Hanover
Corporation and Chemical Banking Corporation on January 1,
1992, Mr. McGillicuddy became chairman of the board and
chief executive officer of the new Chemical Banking
Corporation and retired in January 1994. He is a director of
Chemical Banking Corporation, The Continental Corporation,
UAL Corporation, Kelso & Co. and Empire Blue Cross and Blue
Shield. He is a member of The Business Council and a trustee
emeritus of Princeton University.
- --------------------------------------------------------------------------------
JOHN M. RICHMAN Director since 1985 Age: 67
COUNSEL FOR WACHTELL, LIPTON, ROSEN & KATZ (LAW FIRM). Mr.
Richman is a graduate of Yale University and Harvard Law
School. He joined the Kraft, Inc. law department in 1954 and
became general counsel of the Sealtest Foods Division in
1963. He was named general counsel of the corporation in
1970, senior vice president in 1973 and was elected deputy
chairman and a director in 1979. In 1979 he became chairman
and chief executive officer. In 1980 he was elected chairman
of Dart & Kraft, Inc. which was renamed Kraft, Inc. in 1986.
In 1988, following the merger of Kraft, Inc. and Philip
Morris Companies Inc., he was elected a director and vice
chairman of the board of Philip Morris Companies Inc. He
ceased being a vice chairman of the board in 1989 and a
director in 1994. He is a director of BankAmerica
Corporation and Bank of America NT&SA, R. R. Donnelley &
Sons Company and the Evanston Hospital Corporation; a
trustee of Northwestern University and the Johnson
Foundation; chairman of the board of trustees of the
Chicago Symphony Orchestra; and a member of The Business
Council.
- --------------------------------------------------------------------------------
JOHN W. SNOW Director since March 1, 1995 Age: 55
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER, CSX
CORPORATION (A MAJOR TRANSPORTATION COMPANY). Mr. Snow did
undergraduate work at Kenyon College and the University of
Toledo, received a Ph.D. in economics from the University of
Virginia and earned a law degree from George Washington
University Law School. Following an academic career as an
economics and law professor and several high-level
presidential appointments with the U.S. Department of
Transportation and the National Highway Traffic Safety
Administration, Mr. Snow joined CSX in 1977 as
vice-president--government affairs for Chessie System Inc.
After a number of other senior management assignments, he
was elected president and chief operating officer of CSX in
1988, president and chief executive officer in 1989 and
chairman, president and chief executive officer in 1991. Mr.
Snow is a director of NationsBank Corp., Bassett Furniture
Industries Inc., Dominion Resources Inc. and Textron Inc.
He is also a director of the Association of American
Railroads; a member of the Board of Trustees of The Johns
Hopkins University; and chairman of the Business Roundtable.
- --------------------------------------------------------------------------------
PROPOSAL NO. 2--ELECTION OF INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP ("Price Waterhouse") has served as independent
accountants of USX for many years. It is believed that the knowledge of USX's
business and its organization gained through this period of service is very
valuable. In accordance with the established policy of the firm, partners and
employees of Price Waterhouse assigned to the USX engagement are periodically
rotated, thus giving USX the benefit of new thinking and approaches in the audit
area. Representatives of Price Waterhouse are expected to be present at the
Meeting with an opportunity to make a statement if they desire to do so and to
be available to respond to appropriate questions.
For the year 1994, Price Waterhouse performed professional services
principally in connection with audits of the consolidated financial statements
of USX and the financial statements of the Marathon Group, the U.S. Steel Group,
the Delhi Group, certain subsidiaries and certain pension and other employee
benefit plans; review of quarterly reports and review of filings with the
Securities and Exchange Commission and other agencies.
9
<PAGE> 11
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table furnishes information concerning all persons known to
USX to beneficially own 5% or more of any class of the voting stock of USX as of
December 31, 1994, except as otherwise noted:
<TABLE>
<CAPTION>
Name and Address Amount and Nature Percent
Title of Class of Beneficial Owner of Beneficial Ownership of Class
-------------- ------------------- ----------------------- --------
<S> <C> <C> <C>
Marathon Stock Wellington Management Company 31,969,980(1) 11.13(1)
75 State Street
Boston, MA 02109
Includes:
Vanguard/Windsor Fund, Inc. 24,027,200(2) 8.37(2)
P.O. Box 2600
Valley Forge, PA 19482
Steel Stock Norwest Corporation and its 3,977,209(3) 5.2(3)
subsidiaries: Norwest Colorado, Inc.
and Norwest Bank Colorado,
National Association
Norwest Center
Sixth and Marquette
Minneapolis, MN 55479-1026
Steel Stock Lazard Freres & Co. 4,132,550(4) 5.4(4)
One Rockefeller Plaza
New York, NY 10020
Delhi Stock First Pacific Advisors, Inc. 845,500(5) 9.0(5)
11400 West Olympic Boulevard
Suite 1200
Los Angeles, CA 90064
Delhi Stock Government of 472,900(6) 5.22(6)
Singapore Investment
Corporation Pte Ltd
250 North Bridge Road
#33-00
Raffles City Tower
Singapore
Includes:
Government of Singapore 343,300(7) 3.79(7)
Monetary Authority of Singapore 129,600(7) 1.43(7)
<FN>
- ---------
(1) Based on Schedule 13G dated February 5, 1995 which indicates that Wellington
Management Company had sole voting power over no shares, shared voting power
over 3,335,060 shares, sole dispositive power over no shares and shared
dispositive power over 31,969,980 shares. Included in the shares reported
are 24,027,200 shares with respect to which Vanguard/Windsor Fund, Inc. is
also deemed to be a beneficial owner. See footnote (2).
(2) Based on Schedule 13G dated February 10, 1995 which indicates that
Vanguard/Windsor Fund, Inc. had sole voting power over 24,027,200 shares,
shared voting power over no shares, sole dispositive power over no shares
and shared dispositive power over 24,027,200 shares. Wellington Management
Company is also deemed to be a beneficial owner of these shares. See
footnote (1).
(3) Based on Schedule 13G dated January 31, 1995 which indicates that Norwest
Corporation had sole voting power over 3,749,244 shares, shared voting power
over 19,685 shares, sole dispositive power over 3,976,047 shares and shared
dispositive power over 930 shares; that Norwest Colorado, Inc. had sole
voting power over 3,687,629 shares, shared voting power over 19,585 shares,
sole dispositive power over 3,914,668 shares and shared dispositive power
over 750 shares; and that Norwest Bank Colorado, National Association had
sole voting power over 3,687,513 shares, shared voting power over 18,060
shares, sole dispositive power over 3,913,853 shares and shared dispositive
power over no shares.
(4) Based on Schedule 13G dated February 14, 1995 which indicates that Lazard
Freres & Co. had sole voting power over 3,435,600 shares, shared voting
power over no shares, sole dispositive power over 4,131,950 shares and
shared dispositive power over no shares.
Footnotes continued on next page
10
<PAGE> 12
(5) Based on Schedule 13G dated February 13, 1995 which indicates that First
Pacific Advisors, Inc. had sole voting power over no shares, shared voting
power over 815,500 shares, sole dispositive power over no shares and shared
dispositive power over 845,500 shares.
(6) Based on Schedule 13D dated November 11, 1993 which indicates that the
Government of Singapore Investment Corporation Pte Ltd had sole voting power
over no shares, shared voting power over 472,900 shares, sole dispositive
power over no shares and shared dispositive power over 472,900 shares. The
Government of Singapore (343,300 shares) and the Monetary Authority of
Singapore (129,600 shares) are also deemed to be beneficial owners of the
shares. See footnote (7).
(7) Based on Schedule 13D dated November 11, 1993 which indicates that the
Government of Singapore and the Monetary Authority of Singapore had sole
voting power over no shares, shared voting power over 343,300 shares and
129,600 shares, respectively, sole dispositive power over no shares and
shared dispositive power over 343,300 shares and 129,600 shares,
respectively. The Government of Singapore Investment Corporation Pte Ltd is
also deemed to be a beneficial owner of these shares. See footnote (6).
</TABLE>
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the number of shares of each class of USX
common stock beneficially owned, as of January 31, 1995, by each director, by
each executive officer named in the Summary Compensation Table and by all
directors and executive officers as a group. No director or executive officer
beneficially owned, as of January 31, 1995, any equity security of USX other
than common stock.
<TABLE>
<CAPTION>
Marathon Steel Delhi
Stock Stock Stock
-------- ----- -----
Name Shares Shares Shares
- ---- ------ ------ ------
<S> <C> <C> <C>
Neil A. Armstrong....................................................... 1,500 300 1,000
Victor G. Beghini(1)(2)................................................. 439,243 28,514 11,704
Jeanette G. Brown....................................................... 1,000 1,000 1,000
Charles A. Corry(1)(2).................................................. 703,444 94,073 11,000
J. Louis Frank(1)(2).................................................... 202,443 7,200 2,000
James A. D. Geier....................................................... 1,400 280 1,000
Robert M. Hernandez(1)(2)(3)............................................ 237,741 30,580 22,845
Charles R. Lee.......................................................... 2,000 1,200 1,000
Paul E. Lego............................................................ 1,500 300 1,000
Ray Marshall............................................................ 1,005 1,003 1,000
John F. McGillicuddy.................................................... 2,000 400 1,000
John M. Richman......................................................... 1,700 340 1,000
Seth E. Schofield....................................................... 1,009 1,006 1,000
John W. Snow............................................................ N.A.(5) N.A.(5) N.A.(5)
Thomas J. Usher(1)(2)................................................... 84,353 112,159 6,000
Douglas C. Yearley...................................................... 1,000 1,000 1,000
All Directors and Executive Officers
as a group (40 persons)(2)(4)......................................... 2,586,747 541,664 187,794
<FN>
- ---------
(1) Includes shares held under the USX Savings Fund Plan, the Marathon Thrift
Plan, the Delhi Thrift Plan, the USX Dividend Reinvestment Plans and the
1990 Stock Plan.
(2) Includes shares which may be acquired upon exercise of outstanding options
as follows: Mr. Corry: Marathon Stock 635,000, Steel Stock 80,000, Delhi
Stock 10,000; Mr. Beghini: Marathon Stock 344,000, Steel Stock 15,000, Delhi
Stock 6,000; Mr. Usher: Marathon Stock 73,500, Steel Stock 100,000, Delhi
Stock 6,000; Mr. Hernandez: Marathon Stock 201,200, Steel Stock 25,000,
Delhi Stock 8,000; Mr. Frank: Marathon Stock 178,000, Steel Stock 5,000,
Delhi Stock 2,000; and all directors and executive officers as a group:
Marathon Stock 2,120,950, Steel Stock 436,760 and Delhi Stock 135,700.
(3) As of January 31, 1995 United States Steel and Carnegie Pension Fund,
trustee of USX's Pension Plan, owned 2,086,780 shares of Marathon Stock.
This stock was received in exchange for common stock of Texas Oil & Gas
Corp. Mr. Hernandez is chairman and one of six members of the Investment
Committee of the trustee. The Board of Directors of the trustee has by
formal resolution delegated sole power to vote and dispose of such stock to
a subcommittee of the Investment Committee which is composed of members who
are not officers or employees of USX. Mr. Hernandez disclaims beneficial
ownership of such stock.
(4) Total shares beneficially owned in all cases constitute less than one
percent of the outstanding shares of each class.
(5) Not applicable. Mr. Snow's membership on the Board was not effective until
March 1, 1995.
</TABLE>
11
<PAGE> 13
EXECUTIVE COMPENSATION AND OTHER INFORMATION
The following table sets forth certain information concerning the
compensation awarded to, earned by or paid to the chief executive officer and
the other four most highly compensated executive officers of USX for services
rendered in all capacities during 1994, 1993 and 1992:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term Compensation(4)
Annual Compensation -------------------------
------------------------------------------------------ Restricted
Other Stock All Other
Name and Salary and Bonus Annual Award(s) Options Compensation
Principal Position Year Salary($) Bonus($) Total($) Compensation($) ($)(1) SARs(#)(2) ($)(3)
------------------ ---- --------- -------- -------- --------------- ------ ---------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
C. A. Corry............ 1994 977,500 1,200,000 2,177,500 8,052 80,106 200,000 81,336
Chairman & Chief
Executive Officer 1993 946,667 750,000 1,696,667 7,571 0 200,000 71,089
1992 903,750 215,000 1,118,750 4,464 0 80,000 63,261
V. G. Beghini.......... 1994 634,167 475,000 1,109,167 0 8,544 58,000 66,425
Vice Chairman--
Marathon Group 1993 584,167 335,000 919,167 0 0 93,000 54,900
and President--
Marathon Oil 1992 534,167 164,000 698,167 0 0 40,000 41,765
Company
T. J. Usher............ 1994 528,500 500,000 1,028,500 5,805 75,195 58,000 49,916
President & Chief
Operating Officer(5) 1993 485,000 385,000 870,000 7,759 37,797 73,000 41,629
1992 425,000 0 425,000 5,169 0 50,000 29,234
R. M. Hernandez........ 1994 429,167 450,000 879,167 4,621 24,025 49,000 36,940
Vice Chairman & Chief
Financial Officer(5) 1993 375,000 325,000 700,000 2,547 0 74,000 29,615
1992 316,667 100,000 416,667 1,402 71,812 40,000 19,854
J. L. Frank............ 1994 321,000 268,000 589,000 0 2,550 18,000 35,340
Executive Vice
President-- 1993 308,500 200,000 508,500 0 0 29,000 30,435
Refining, Marketing
& Transportation, 1992 292,667 81,000 373,667 0 0 16,000 22,370
Marathon Oil Company
<FN>
- ---------
(1) Grants of restricted stock under the USX 1990 Stock Plan. Grants are subject
to conditions including continued employment and achievement of business
performance standards. Dividends are paid on restricted stock. Shown below
is the vesting schedule for restricted stock scheduled to vest less than
three years from the date of grant, together with the number and value, as
of December 31, 1994, of the aggregate holdings of restricted stock for each
of the executive officers named in the Summary Compensation Table. Vesting
shown assumes achievement of business performance at peer-group standard (as
described in the Compensation Committee Report on page 16).
</TABLE>
<TABLE>
<CAPTION>
Unvested Restricted Shares
Vesting Schedule Aggregate Holdings
------------------------------------ ----------------------------------
May Value as of
Class of 1995 Class of December 31,
Date Granted Stock (Shares) Stock Shares 1994($)
------------ ----- -------- ----- ------ -------
<S> <C> <C> <C> <C> <C> <C>
C. A. Corry............................ N/A -- -- Marathon 17,062 282,589
Steel 4,088 145,380
------------
Total 427,969
V. G. Beghini.......................... N/A -- -- Marathon 9,900 163,969
Steel 1,880 66,858
------------
Total 230,827
T. J. Usher............................ May 25, 1993 Marathon 75 Marathon 1,462 24,214
Steel 225 Steel 4,937 175,572
------------
Total 199,786
May 31, 1994 Marathon 500
Steel 1,500
R. M. Hernandez........................ May 31, 1994 Marathon 675 Marathon 5,052 83,674
Steel 225 Steel 1,240 44,098
------------
Total 127,772
J. L. Frank............................ N/A -- -- Marathon 3,750 62,109
Steel 660 23,471
------------
Total 85,580
Footnotes continued on next page
12
<PAGE> 14
<FN>
- ---------
(2) All option shares listed were granted with tandem stock appreciation rights
("SARs").
(3) This column includes amounts contributed or accrued under the USX Savings
Fund Plan or the Marathon Thrift Plan and the related supplemental savings
plans. Such amounts for 1994 are $45,633 $66,425, $24,685, $20,041, and
$35,340 for Messrs. Corry, Beghini, Usher, Hernandez and Frank,
respectively. Also included are amounts attributable to split-dollar life
insurance provided by USX. (Marathon Oil Company does not provide
split-dollar life insurance.) For 1994, these amounts are $35,703, $25,231
and $16,899 for Messrs. Corry, Usher, and Hernandez, respectively.
(4) Restricted stock and stock options/SAR shares granted by class of stock are
as follows:
</TABLE>
<TABLE>
<CAPTION>
Class of Restricted Stock Option/
Stock Stock($) SAR Shares
----- -------- ----------
<S> <C> <C> <C> <C>
C. A. Corry................................................ 1994 Marathon 47,804 130,000
Steel 32,302 65,000
Delhi 0 5,000
1993 Marathon 0 180,000
Steel 0 15,000
Delhi 0 5,000
1992 Marathon 0 60,000
Steel 0 20,000
V. G. Beghini.............................................. 1994 Marathon 5,100 50,000
Steel 3,444 5,000
Delhi 0 3,000
1993 Marathon 0 80,000
Steel 0 10,000
Delhi 0 3,000
1992 Marathon 0 30,000
Steel 0 10,000
T. J. Usher................................................ 1994 Marathon 10,625 5,000
Steel 64,570 50,000
Delhi 0 3,000
1993 Marathon 4,656 20,000
Steel 33,141 50,000
Delhi 0 3,000
1992 Marathon 0 12,500
Steel 0 37,500
R. M. Hernandez............................................ 1994 Marathon 14,348 30,000
Steel 9,677 15,000
Delhi 0 4,000
1993 Marathon 0 60,000
Steel 0 10,000
Delhi 0 4,000
1992 Marathon 52,734 30,000
Steel 19,078 10,000
J. L. Frank................................................ 1994 Marathon 2,550 15,000
Steel 0 2,000
Delhi 0 1,000
1993 Marathon 0 25,000
Steel 0 3,000
Delhi 0 1,000
1992 Marathon 0 16,000
Steel 0 0
<FN>
(5) Title effective December 1, 1994. Prior to that date, Mr. Usher was
President--U.S. Steel Group and Mr. Hernandez was Executive Vice
President-Accounting & Finance & Chief Financial Officer.
</TABLE>
13
<PAGE> 15
1994 OPTION/SAR GRANTS
The following table sets forth certain information concerning options and
stock appreciation rights ("SARs") granted during 1994 to each executive officer
named in the Summary Compensation Table under the USX 1990 Stock Plan:
<TABLE>
<CAPTION>
Potential Realizable Value
at Assumed Annual Rates of
Stock Price Appreciation
for Option Term($)(3)
--------------------------
Name or Group Class of No. of % of Total Exercise Expiration 0% 5% 10%
------------- Stock Options/ Options/SARs or Base Date -- -- ---
----- SARs Granted to Price ----
Granted(1) Employees per
---------- in 1994 Share($)
------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
C. A. Corry.................. Marathon 130,000(2) 23.6 17.0000 May 31, 2004 0 $ 1,389,856 $ 3,522,168
Steel 65,000(2) 18.4 34.4375 May 31, 2004 0 1,407,744 3,567,493
Delhi 5,000(2) 6.5 15.4375 May 31, 2004 0 48,543 123,017
V. G. Beghini................ Marathon 50,000(2) 9.1 17.0000 May 31, 2004 0 534,560 1,354,680
Steel 5,000(2) 1.4 34.4375 May 31, 2004 0 108,288 274,423
Delhi 3,000(2) 3.9 15.4375 May 31, 2004 0 29,126 73,810
T. J. Usher.................. Marathon 5,000(2) 0.9 17.0000 May 31, 2004 0 53,456 135,468
Steel 50,000(2) 14.1 34.4375 May 31, 2004 0 1,082,880 2,744,225
Delhi 3,000(2) 3.9 15.4375 May 31, 2004 0 29,126 73,810
R. M. Hernandez.............. Marathon 30,000(2) 5.4 17.0000 May 31, 2004 0 320,736 812,808
Steel 15,000(2) 4.2 34.4375 May 31, 2004 0 324,864 823,268
Delhi 4,000(2) 5.2 15.4375 May 31, 2004 0 38,834 98,414
J. L. Frank.................. Marathon 15,000(2) 2.7 17.0000 May 31, 2004 0 160,368 406,404
Steel 2,000(2) 0.6 34.4375 May 31, 2004 0 43,315 109,769
Delhi 1,000(2) 1.3 15.4375 May 31, 2004 0 9,709 24,603
All Stockholders............. Marathon N/A N/A N/A N/A 0 3,070,362,065 7,780,900,334
Steel N/A N/A N/A N/A 0 1,645,322,912 4,169,562,896
Delhi N/A N/A N/A N/A 0 91,628,709 232,204,207
All Optionees................ Marathon 551,550 100.0 17.0000 May 31, 2004 0 5,896,731 14,943,475
Steel 353,550 100.0 34.4375 May 31, 2004 0 7,657,044 19,404,415
Delhi 76,800 100.0 15.4375 May 31, 2004 0 745,620 1,889,541
All Optionees' Gain as....... Marathon N/A N/A N/A N/A 0 0.19 0.19
% of All Stockholders' Steel N/A N/A N/A N/A 0 0.47 0.47
Gain Delhi N/A N/A N/A N/A 0 0.81 0.81
<FN>
- ---------
(1) All options listed are currently exercisable.
(2) Options granted with tandem SARs, which have the same date of exercisability
as the underlying option. Upon the exercise of an SAR, an optionee receives
an amount, in cash and/or shares, equal to the excess, for a specified
number of shares, of (a) the fair market value of a share on the date the
SAR is exercised (except that for any SAR exercised during the
10-business-day window period defined in Rule 16b-3 of the Securities and
Exchange Commission, the Compensation Committee may, in its sole discretion,
establish a uniform fair market value of a share for such period which shall
not be more than the highest daily fair market value and shall not be less
than the lowest daily fair market value during such 10-business-day period)
over (b) the exercise or base price per share.
(3) The dollar amounts under these columns are the result of calculations at 0%
and at the 5% and 10% rates set by the Securities and Exchange Commission
and therefore are not intended to forecast possible future appreciation, if
any, of the price of the Marathon Stock, the Steel Stock or the Delhi Stock.
USX did not use an alternative formula for a grant date valuation, as USX is
not aware of any formula which will determine with reasonable accuracy a
present value based on future unknown or volatile factors. Amounts shown for
All Stockholders represent the potential realizable value assuming
appreciation at the rates indicated based on the exercise or base price per
share and the expiration date applicable to grants made in 1994 and the
number of outstanding shares as of December 31, 1994.
</TABLE>
14
<PAGE> 16
OPTION EXERCISES AND YEAR-END VALUES
The following table sets forth certain information concerning options to
purchase USX common stock and stock appreciation rights ("SARs") exercised by
each executive officer named in the Summary Compensation Table during 1994
together with the total number of options and SARs outstanding at December 31,
1994 and the value of such options:
AGGREGATED 1994 OPTION/SAR EXERCISES
AND DECEMBER 31, 1994 OPTION/SAR VALUES
<TABLE>
<CAPTION>
Total Value
of Unexercised
In-The-Money
No. of Total Value No. of Options/SARs at
Shares Realized Unexercised December 31,
Underlying for All Options/SARs at 1994 for
Options/SARs Classes of December 31, All Classes
Name Exercised(1) Stock($)(1) 1994(1) of Stock($)(1)
---- ------------ ----------- ------- --------------
<S> <C> <C> <C> <C>
C. A. Corry............................. 0 0 725,000 73,125
V. G. Beghini........................... 0 0 365,000 5,625
T. J. Usher............................. 0 0 179,500 56,250
R. M. Hernandez......................... 0 0 234,200 16,875
J. L. Frank............................. 0 0 185,000 2,250
<FN>
- ---------
Note: All options listed above were granted with tandem SARs and are
currently exercisable.
(1) Figures by class of stock are as follows:
</TABLE>
<TABLE>
<CAPTION>
No. of No. of
Shares Unexercised
Underlying Options/SARs at
Class of Options/SARs Value December 31,
Stock Exercised Realized($) 1994
----- --------- ----------- ----
<S> <C> <C> <C> <C>
C. A. Corry................................ Marathon 0 0 635,000
Steel 0 0 80,000
Delhi 0 0 10,000
V. G. Beghini.............................. Marathon 0 0 344,000
Steel 0 0 15,000
Delhi 0 0 6,000
T. J. Usher................................ Marathon 0 0 73,500
Steel 0 0 100,000
Delhi 0 0 6,000
R. M. Hernandez............................ Marathon 0 0 201,200
Steel 0 0 25,000
Delhi 0 0 8,000
J. L. Frank................................ Marathon 0 0 178,000
Steel 0 0 5,000
Delhi 0 0 2,000
</TABLE>
15
<PAGE> 17
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Compensation programs for USX's executives are designed to attract, retain
and motivate employees who will contribute to achievement of corporate goals and
objectives. The principal elements of executive compensation are salaries,
short-term incentive (bonus) awards and long-term incentive awards, which are
currently made to executives in the form of stock options, with tandem stock
appreciation rights, and restricted stock.
The Compensation Committee is involved in decision making with respect to
all executive compensation matters, either making recommendations to the USX or
a subsidiary company board or acting on its own, whichever is appropriate. The
Committee administers the Senior Executive Officer Annual Incentive Compensation
Plan, which was adopted in 1994 and was intended to meet the requirements of the
new tax legislation for awards made under the Plan, and the USX Annual Incentive
Compensation Plan, as well as the Corporation's plan under which long-term
incentives are granted--the 1990 Stock Plan.
Each executive management salary is subjectively administered within a
salary range with a midpoint that is externally competitive and internally
equitable. The midpoint is externally competitive in the respect that it is near
the average midpoint for comparable positions at companies of similar size and
complexity, and it is internally equitable in the sense that it reflects the
ranking of the position in comparison with other positions in the same
organization. The data used in setting each position's midpoint are obtained
from surveys coordinated by independent consultants, with each business line
having its own source of relevant data. Ultimately, an executive's salary level
reflects a variety of factors, including time in position and experience, with
the Committee giving such weight to each factor as it considers appropriate.
While the overall decision making is subjective, performance is probably given
the highest weight in determining salary increases. Thus, an executive's salary
reflects, first, the relative "value" of the position, as measured both
externally and internally, such factors as time in the position and experience,
and, finally, the sustained level of performance. Under the current salary
administration philosophy, once an executive's salary has reached the midpoint
for the position, increases rarely exceed amounts necessary to maintain the
salary near the midpoint, assuming performance merits such increases. At this
level, short-and long-term incentive opportunities provide the primary basis for
any significant increases in compensation. The results of the Committee's
considerations described above are reflected in the salaries shown for the
officers named in the Summary Compensation Table, which are generally below the
midpoints for their positions.
Short-term incentives are targeted to provide award opportunities near the
average of those for other industrial companies. The Senior Executive Officer
Annual Incentive Compensation Plan provides for awards based on pre-established
performance measures specifically related to the responsibilities of Plan
participants. No portion of an award related to achievement of a specific
performance measure may be paid unless performance reaches the minimum, or
threshold, level for that measure. While performance measures vary across the
Corporation, payments for 1994 were based on performance that was at or above
threshold levels for profit from operations for both the U.S. Steel and Marathon
Groups, steel shipments, production of liquid hydrocarbons, production of
natural gas, refined product sales and refined product margins. Awards for 1994,
including those shown in the Table, reflect these results. The Compensation
Committee certified in writing prior to payment of the awards for the year 1994
that the pre-established, applicable performance measures required under the
Plan were satisfied. Consistent with the terms of the Plan and in accordance
with revised proposed Treasury Department regulations, the Compensation
Committee has determined that the maximum dollar amount of compensation that can
be paid to any Participant under the Plan for any year is $1,420,000. The
Compensation Committee has amended the definition of Participants under the Plan
to include an employee serving in the position of USX Corporation Chief
Operating Officer.
Executives who do not participate in the Senior Executive Officer Annual
Incentive Compensation Plan participate in the USX or Marathon Annual Incentive
Compensation Plans. The primary basis for award determination under these Plans
is the degree of achievement of pre-established objectives, including profit
from operations and cash flow, as measured for incentive compensation purposes,
as well as individual objectives. Consideration is also given to directional
changes over the previous year's performance. Awards are subjective, since the
Committee gives such weight to the various factors as it deems appropriate.
Opportunities for payouts from long-term incentive compensation provide the
most direct link to total shareholder return. Under the 1990 Stock Plan, the
Committee may grant stock options, stock appreciation rights and/or restricted
stock. The Committee makes stock option grants that are subjectively determined
to be reasonable and in line with other compensation. The number of shares
granted generally reflects the optionee's level of responsibility, and the
classes of stock granted reflect the specific group(s) to which the optionee's
responsibilities relate. Grants are normally made once a year. If the Committee
determines that such action is desirable, it may vary the typical grant pattern,
such as by making an additional grant or by varying the size of grant or the
class of stock granted. For example, in 1992, the year USX-Delhi Group common
stock was first issued, a special grant of Delhi stock was made to Delhi
employees.
16
<PAGE> 18
The Committee subjectively establishes an annual target level of restricted
stock shares for each executive based on the same factors as are used for
granting stock options. Shares are vested on the basis of performance. The
initial grant was made in 1990, to cover the five-year period ending with 1994,
and subsequent grants have been made only to permit vesting at the target level
for the number of years remaining in the period. The Committee determined that
1994 grants should be at a level to permit each executive to earn 125% of target
for the final year of the period, 1994. Any of the current restricted stock
shares remaining after vesting decisions have been made for the year 1994 will
be forfeited. The Committee's vesting decisions for restricted stock are based
on peer-group performance comparisons with relevant businesses. Performance
factors compared for all three of the operating groups include pretax profit
from operations as a percent of sales and as a percent of capital employed;
after-tax profit from operations as a percent of capital employed; operating
cash flow as a percent of capital employed; and net operating cash flow as a
percent of capital employed. In addition, the comparison for the Marathon Group
includes oil and gas reserve replacement ratio; for the U.S. Steel Group,
operating profit per ton; and for the Delhi Group, total systems throughput.
Vesting of restricted stock for corporate officers is based on composite results
for the three operating groups.
As a means of monitoring USX's executive compensation programs, the
Committee annually compares the salary, bonus and long-term incentive payouts
for the Chairman, the Chief Financial Officer, and the Presidents of the U.S.
Steel and Marathon Groups with the same elements for similar positions at
comparable companies. The June 1994 comparison of 1993 data revealed that the
USX salaries, individually, were not significantly different from the average,
and, as a group, were very near the average. As might be expected, some USX
bonuses were higher and some lower than the average bonuses for other companies,
reflecting varying levels of performance. Long-term incentive payouts varied
widely among companies. The comparison did indicate, however, that USX's salary
and incentive programs provide opportunities to receive competitive levels of
compensation.
With respect to the compensation comparisons discussed herein, the
Compensation Committee believes that the companies with whom the Corporation
competes for employees at its headquarters and business units are not
necessarily the same companies with which shareholder returns would logically be
compared. The peer groups used in the performance graphs include the Standard &
Poor's 500 Stock Index and those oil, steel and gas companies deemed most
comparable to the Corporation's businesses for measuring stock performance. The
companies used for comparing compensation reflect similarities to USX and its
operating groups in such factors as line of business, size and complexity.
Therefore, the compositions of the groups of companies used for compensation
comparisons are not identical to those of the peer groups shown in the
shareholder return performance presentation.
The compensation of the CEO reflects the same elements, and the Committee
considers the factors described above in determining the CEO's total
compensation. In addition, the CEO's leadership and effectiveness in dealing
with major Corporate problems and opportunities are considered. The change in
the CEO's total compensation from 1993 to 1994 was primarily due to a larger
short-term incentive award made pursuant to the terms of the Senior Executive
Officer Annual Incentive Compensation Plan, approved by the shareholders of the
Corporation in 1994. Performance factors under the provisions of the Plan were
heavily weighted for profit from operations of the U.S. Steel Group and the
Marathon Group. In 1994, profit from operations increased 23% for the U.S. Steel
Group and over 31% for the Marathon Group. Smaller incentive awards were
generated by other performance factors, including steel shipment levels,
increases in Marathon production rates for crude oil and natural gas, refined
product sales levels and retail margins on refined products. Stock option awards
were unchanged from the 1993 level, and restricted stock was granted in
accordance with the procedure described above. During 1994, the Committee
recommended and the Board of Directors approved a salary increase of 3.2% to
maintain the CEO's salary level near the midpoint of the salary range.
John F. McGillicuddy
James A. D. Geier
Charles R. Lee
Paul E. Lego
Seth E. Schofield
17
<PAGE> 19
SHAREHOLDER RETURN PERFORMANCE PRESENTATION
Set forth below are line graphs comparing the yearly change in cumulative
total stockholder return for each class of USX's common stock with the
cumulative total return of the Standard & Poor's 500 Stock Index and the
Standard & Poor's Domestic Integrated Oil Index, a Steel Index and a Gas Index
as defined in footnotes (3) to the graphs:
COMPARISON OF CUMULATIVE TOTAL RETURN ON $100 INVESTED IN USX COMMON STOCK
ON DECEMBER 31, 1989 VS. S&P 500 AND COMPETITOR INDEXES(1)
<TABLE>
<CAPTION>
S&P DOMESTIC
MEASUREMENT PERIOD USX COMMON INTEGRATED STEEL INDEX
(FISCAL YEAR COVERED) STOCK (2) S&P 500 INDEX OIL INDEX (3)
<S> <C> <C> <C> <C>
1989 100 100 100 100
1990 89 97 95 72
1991 92 126 89 69
1992 77 136 91 78
1993 83 150 95 97
1994 81 152 100 93
<FN>
- ---------
(1) Total return assumes reinvestment of dividends. Cumulative returns are
measured for the period December 31, 1989 through December 31, 1994, with
the value of each index set to $100 on December 31, 1989.
(2) On May 6, 1991, USX recapitalized its former single class of common stock by
redesignating it as Marathon Stock and distributing to each holder one-fifth
share of Steel Stock for each share of USX common stock held by such holder.
Consequently, for the period beginning May 7, 1991, the line depicting the
return on USX common stock reflects a composite return on the Marathon Stock
held and the Steel Stock distributed.
(3) Steel Index consists of the common stocks of Armco Inc., Bethlehem Steel
Corporation and Inland Steel Industries for the period December 31, 1989
through December 31, 1993 and Bethlehem Steel Corporation and Inland Steel
Industries for the period January 1, 1994 through December 31, 1994. Armco
Inc. underwent a restructuring in April 1994 whereby its carbon steel
operations were placed in a separately traded company, AK Steel Corporation,
rendering continuing comparison with Armco Inc. meaningless.
</TABLE>
COMPARISON OF CUMULATIVE TOTAL RETURN ON $100 INVESTED IN MARATHON STOCK
ON MAY 7, 1991 VS. S&P 500 AND S&P DOMESTIC INTEGRATED OIL INDEX(1)
<TABLE>
<CAPTION>
USX- MARATHON S&P DOMESTIC
MEASUREMENT PERIOD GROUP COMMON INTEGRATED S&P 500
(FISCAL YEAR COVERED) STOCK (2) OIL INDEX INDEX
<S> <C> <C> <C>
MAY 7, 1991 100 100 100
1991 92 88 114
1992 69 90 122
1993 68 95 135
1994 71 100 136
<FN>
- ---------
(1) Total return assumes reinvestment of dividends. Cumulative returns are
measured for the period May 7, 1991 through December 31, 1994, with the
value of each index set to $100 on May 7, 1991, the date of initial issuance
of Marathon Stock, as noted in footnote (2).
(2) On May 6, 1991, USX recapitalized its former single class of common stock by
redesignating it as Marathon Stock and distributing Steel Stock. The above
graph depicts the cumulative return since May 7, 1991 on $100 invested on
that date in Marathon Stock.
</TABLE>
18
<PAGE> 20
COMPARISON OF CUMULATIVE TOTAL RETURN ON $100 INVESTED IN
STEEL STOCK ON MAY 7, 1991 VS. S&P 500 AND STEEL INDEX(1)
<TABLE>
<CAPTION>
USX-U.S.
STEEL GROUP
MEASUREMENT PERIOD COMMON STOCK STEEL INDEX
(FISCAL YEAR COVERED) (2) (3) S&P 500 INDEX
<S> <C> <C> <C>
MAY 7, 1991 100 100 100
1991 125 105 114
1992 161 119 122
1993 210 147 135
1994 177 141 136
<FN>
- ---------
(1) Total return assumes reinvestment of dividends. Cumulative returns are
measured for the period May 7, 1991 through December 31, 1994, with the
value of each index set to $100 on May 7, 1991, the date of initial issuance
of Steel Stock, as noted in footnote (2).
(2) On May 6, 1991, USX recapitalized its former single class of common stock by
redesignating it as Marathon Stock and distributing Steel Stock. The above
graph depicts the cumulative return since May 7, 1991 on $100 invested on
that date in Steel Stock.
(3) Steel Index consists of the common stocks of Armco Inc., Bethlehem Steel
Corporation and Inland Steel Industries for the period May 7, 1991 through
December 31, 1993 and Bethlehem Steel Corporation and Inland Steel
Industries for the period January 1, 1994 through December 31, 1994. Armco
Inc. underwent a restructuring in April 1994 whereby its carbon steel
operations were placed in a separately traded public company, AK Steel
Corporation, rendering continuing comparison with Armco Inc. meaningless.
</TABLE>
COMPARISON OF CUMULATIVE TOTAL RETURN ON $100 INVESTED IN
DELHI STOCK ON OCTOBER 2, 1992 VS. S&P 500 AND GAS INDEX(1)
<TABLE>
<CAPTION>
USX-DELHI
MEASUREMENT PERIOD GROUP COMMON
(FISCAL YEAR COVERED) STOCK (2) S&P 500 INDEX GAS INDEX (3)
<S> <C> <C> <C>
OCTOBER 2, 1992 100 100 100
1992 104 105 90
1993 99 116 119
1994 65 117 87
<FN>
- ---------
(1) Total return assumes reinvestment of dividends and that the value of each
index was $100 on October 2, 1992.
(2) The Delhi Stock was first issued on October 2, 1992, and accordingly total
return is measured from the closing price on October 2, 1992 through
December 31, 1994.
(3) Gas Index consists of the common stocks of American Oil and Gas Corporation,
Associated Natural Gas Corporation, Tejas Gas Corporation and Western Gas
Resources, Inc. for the period October 2, 1992 through December 31, 1993 and
Tejas Gas Corporation and Western Gas Resources, Inc. for the period January
1, 1994 through December 31, 1994. American Oil and Gas Corporation and
Associated Natural Gas Corporation were acquired by other companies in 1994,
rendering continuing meaningful comparison with them impossible.
</TABLE>
19
<PAGE> 21
TRANSACTIONS
In the regular course of its business since January 1, 1994, USX and its
subsidiaries have had transactions with corporations of which certain
non-employee directors are executive officers. Such transactions were in the
ordinary course of business and at competitive prices and terms. USX does not
consider any such director to have a material interest in any such transaction.
USX anticipates that similar transactions will occur in 1995.
PENSION BENEFITS
The United States Steel Corporation Plan for Employee Pension Benefits ("USX
Pension Plan") is comprised of two defined benefits: the first, based on final
earnings and the second, on career earnings. Directors who have not been
employees of USX will not receive any benefits under the USX Pension Plan. The
following table shows the annual final earnings pension benefits for retirement
at age 65 (or earlier under certain circumstances), for various levels of
eligible earnings which would be payable to employees retiring with
representative years of service based on a formula of a specified percentage
(dependent on years of service) of average annual eligible earnings in the five
consecutive years of the ten years prior to retirement in which such earnings
were highest. As of January 31, 1995, Messrs. Corry, Usher and Hernandez have
35, 29 and 26 credited years of service, respectively.
TABLE OF PENSION BENEFITS
FINAL EARNINGS PENSION BENEFITS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Average Annual Eligible
Earnings for Highest
Five Consecutive
Years in Ten-Year Annual Benefits for Years of Service
Period Preceding --------------------------------------------------------------------
Retirement 15 Years 20 Years 25 Years 30 Years 35 Years 40 Years
----------------------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
$ 100,000 $ 17,325 $ 23,100 $ 28,875 $ 34,650 $ 40,950 $ 47,250
300,000 51,975 69,300 86,625 103,950 122,850 141,750
500,000 86,625 115,500 144,375 173,250 204,750 236,250
700,000 121,275 161,700 202,125 242,550 286,650 330,750
900,000 155,925 207,900 259,875 311,850 368,550 425,250
1,100,000 190,575 254,100 317,625 381,150 450,450 519,750
1,300,000 225,225 300,300 375,375 450,450 532,350 614,250
</TABLE>
Annual career earnings pension benefits are equal to 1% of total career
eligible earnings plus a 30% supplement. The estimated annual career earnings
benefits payable at normal retirement age 65, assuming no increase in annual
earnings, will be $131,348 for Mr. Corry, $151,934 for Mr. Usher and $136,190
for Mr. Hernandez. Earnings for the purpose of calculating both the final
earnings and career earnings pensions are limited to base salary for services
performed, allowance for absence covered by sick leave salary continuance and
payment for absence while on regular vacation or holidays and do not include any
awards under the Annual Incentive Compensation Plan or the Senior Executive
Officer Annual Incentive Compensation Plan. Benefits under both pension
provisions are based on a straight life annuity form of benefit, which is not
subject to reduction for Social Security benefits, but, as provided by the USX
Pension Plan, the final earnings pension is subject to offset for a pension
provided outside the USX Pension Plan from a fund to which USX has contributed
and for payments made by USX pursuant to workers' compensation, or similar laws
when such payments are the result of a permanent disability. Benefits may be
paid as an actuarially determined lump sum in lieu of monthly pensions under
both the final earnings and career earnings provisions of the Plan.
In addition to the pension benefit described above, members of USX executive
management, which includes all of the executive officers named in the Summary
Compensation Table, except Mr. Beghini and Mr. Frank, are entitled to the
benefits shown in the table below based on bonuses paid under the Annual
Incentive Compensation Plan and the Senior Executive Officer Annual Incentive
Compensation Plan upon retirement after age 60 or before age 60 with USX's
consent:
20
<PAGE> 22
SUPPLEMENTAL PENSION BENEFITS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Average Annual Bonus
for Three Highest
Years in Ten-Year Annual Benefits for Years of Service
Period Preceding --------------------------------------------------------------------
Retirement 15 Years 20 Years 25 Years 30 Years 35 Years 40 Years
- ----------------------------------------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
$ 100,000 $ 23,100 $ 30,800 $ 38,500 $ 46,200 $ 53,900 $ 61,600
300,000 69,300 92,400 115,500 138,600 161,700 184,800
500,000 115,500 154,000 192,500 231,000 269,500 308,000
700,000 161,700 215,600 269,500 323,400 377,300 431,200
900,000 207,900 277,200 346,500 415,800 485,100 554,400
1,100,000 254,100 338,800 423,500 508,200 592,900 677,600
1,300,000 300,300 400,400 500,500 600,600 700,700 800,800
</TABLE>
The Marathon Oil Company Retirement Plan (the "Marathon Plan") provides
benefits based on final earnings. The following table shows the annual pension
benefits for retirement at age 65 for various levels of eligible earnings which
would be payable to employees retiring with representative years of service. The
table is based on a formula of a specified percentage (dependent on years of
participation in the plan) of average annual eligible earnings in the three
consecutive years of the ten prior to retirement in which such earnings were
highest.
<TABLE>
<CAPTION>
Final Average Earnings
for Highest Three
Consecutive Years Annual Benefits for Years of Participation in the Plan
in Ten-Year Period --------------------------------------------------------------------
Preceding Retirement 15 Years 20 Years 25 Years 30 Years 35 Years 40 Years
- ----------------------------------------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
$ 100,000 $ 21,122 $ 28,163 $ 35,204 $ 42,245 $ 49,286 $ 52,806
300,000 69,122 92,163 115,204 138,245 161,286 172,806
500,000 117,122 156,163 195,204 234,245 273,286 292,806
700,000 165,122 220,163 275,204 330,245 385,286 412,806
900,000 213,122 284,163 355,204 426,245 497,286 532,806
1,100,000 261,122 348,163 435,204 522,245 609,286 652,806
1,300,000 309,122 412,163 515,204 618,245 721,286 772,806
</TABLE>
Earnings covered by the Marathon Plan include pay for hours worked, pay for
allowed hours, military leave allowance, commissions, 401(k) contributions to
the Marathon Oil Company Thrift Plan and bonuses. The benefits reflected above
are based upon a straight life annuity form of benefit and include the
applicable Social Security offset as defined by the Marathon Plan. As of January
31, 1995, Mr. Beghini and Mr. Frank each had 37 years of credited participation.
Mr. Beghini and Mr. Frank are also eligible for additional benefits under a
provision of a non-qualified retirement plan that relate to the bonuses earned
in the last ten years. These additional benefits are based upon the difference
between (i) the sum of the three highest bonuses paid to them during the final
ten years of their employment, and (ii) the sum of the three bonuses included
under the definition of final average earnings used in the Marathon Plan. It is
estimated that Mr. Beghini and Mr. Frank will be entitled to receive annual
benefits of $76,008 and $30,348, respectively, beginning at age 65 attributable
to these additional benefits.
In order to comply with the limitations prescribed by the Internal Revenue
Code of 1986, as amended, pension benefits will be paid directly by USX or by
Marathon, when in excess of those permitted by the Code to be paid from federal
income tax qualified pension plans.
EMPLOYMENT CONTRACTS/CHANGE IN CONTROL ARRANGEMENTS
In order to encourage key officers to continue their dedication to their
assigned duties in the face of potentially disturbing circumstances arising from
the possibility of a change of control USX, USX has entered into agreements with
each of the executive officers named in the Summary Compensation Table, except
Mr. Frank, which provide that in the event of termination of employment under
certain circumstances following a change in control (as defined in the
agreement) the officer will be entitled to certain severance benefits. These
severance benefits (except in the case of Mr. Usher) are (i) a cash payment of
up to three times the sum of the officer's current salary plus the highest
annual bonus paid to the officer in the three years immediately preceding the
date of termination under USX's Senior Executive Officer Annual Incentive
Compensation Plan, Annual Incentive Compensation Plan or the Marathon Bonus
Plan, whichever is applicable; (ii) a cash payment in settlement of outstanding
options under USX's Stock Option Incentive Plans; (iii) life, disability,
accident and health insurance benefits for a 24-month period after termination;
(iv) a cash
21
<PAGE> 23
payment equal to the actuarial equivalent of the difference between amounts
receivable by the officer under the pension and welfare benefit plans of USX or
Marathon, whichever is applicable, and those which would be payable if the
officer had retired as of the date of termination under conditions entitling a
retiree under similar circumstances to the highest benefits available under such
pension and welfare plans and the officer had been absent due to layoff for a
one-year period ending on the date of termination; (v) a cash payment equal to
the difference between amounts receivable under the applicable USX or Marathon
Savings Fund Plan or Thrift Plan and amounts which would have been received if
the officer's savings had been fully vested and (vi) a cash payment of the
amount necessary to insure that the above-mentioned payments are not subject to
net reduction due to imposition of excise taxes which are payable under Section
4999 of the Code. With respect to Mr. Usher, the agreement provides for a cash
payment determined by multiplying his total full years of service with USX times
two weeks of his base salary, together with items (iv), (v) and (vi) as set
forth previously. Each of the agreements is subject to automatic annual
extension unless prior notice is given by USX that it does not wish to extend
the agreement, provided that in any event the agreement continues for two years
following a "change in control." The circumstances which occasion payment of
these severance benefits are, in the case of Mr. Corry, termination by him for
any reason or by USX other than for cause (as defined in the agreement) at any
time following a "change in control;" and in the case of Messrs. Beghini,
Hernandez and Usher, termination by the officer for "good reason" or by USX
other than for "cause" at any time following a "change in control." All the
agreements provide that severance benefits are not payable if termination is due
to death, disability or retirement on or after attaining age 65. A "change in
control" is defined as a change in control of a nature that would be required to
be reported in response to Item 5(f) of Schedule 14A of Regulation 14A
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), whether or not USX is then subject to such reporting requirement;
provided that such a change in control shall be deemed to have occurred if (A)
any "person" (as defined in Sections 13(d) and 14(d) of the Exchange Act) is or
becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of USX representing twenty percent
or more of the combined voting power of USX's then outstanding securities; (B)
during any period of two consecutive years there shall cease to be a majority of
the Board comprised as follows: individuals who at the beginning of such period
constitute the Board and any new director(s) whose election by the Board or
nomination for election by USX's stockholders was approved by a vote of at least
two-thirds of the directors then still in office who either were directors at
the beginning of the period or whose election or nomination for election was
previously so approved (the "continuing directors"); or (C) the shareholders of
USX approve a merger or consolidation of USX with any other corporation, other
than a merger or consolidation which would result in the voting securities of
USX outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) at least 80% of the combined voting power of the voting
securities of USX or such surviving entity outstanding immediately after such
merger or consolidation (provided, however, that if prior to the merger or
consolidation the Board adopts a resolution that is approved by a majority of
the continuing directors providing that such a merger or consolidation shall not
constitute a "change in control" of USX then such merger or consolidation shall
not constitute a "change in control" of USX), the shareholders of USX approve a
plan of complete liquidation of USX, or USX enters into an agreement for the
sale or other disposition of all or substantially all of USX's assets or USX
otherwise disposes of such assets.
STOCKHOLDER PROPOSALS
Proposals of security holders intended to be presented at the 1996 annual
meeting of stockholders must be received no later than November 11, 1995 for
inclusion in the proxy statement and proxy for that meeting.
In addition, the By-Laws provide that only such business as is properly
brought before the annual meeting will be conducted. For business (other than
the election of directors) to be properly brought before the meeting by a
stockholder, the By-Laws require that notice be received by the Secretary at
least 60, but not more than 90, days prior to the meeting and that such notice
provide certain information regarding the business desired to be brought before
the annual meeting and about the stockholder giving the notice.
22
<PAGE> 24
SOLICITATION STATEMENT
The cost of this solicitation of proxies will be borne by USX. In addition
to soliciting proxies by mail, directors, officers and employees of USX, without
receiving additional compensation therefor, may solicit proxies by telephone,
telegram, in person or by other means. Arrangements also will be made with
brokerage firms and other custodians, nominees and fiduciaries to forward proxy
solicitation material to the beneficial owners of each class of common stock
held of record by such persons and USX will reimburse such brokerage firms,
custodians, nominees and fiduciaries for reasonable out-of-pocket expenses
incurred by them in connection therewith.
By order of the Board of Directors,
DAN D. SANDMAN,
Secretary
Dated, March 10, 1995
23
<PAGE> 25
USX Corporation
600 Grant Street, Pittsburgh, PA 15219-4776
You are cordially invited to attend the annual meeting on
April 25, 1995.
The Meeting will be held in the Grand Ballroom of The Harvey
Hotel Downtown, 400 North Oliver Street, Dallas, Texas at
10:00 A.M. Central Daylight Saving Time.
[LOGO]
The use of attendance cards expedites registration of stockholders
at the annual meeting and is helpful to us in making arrangements
for the Meeting. If you do plan to attend, please mark the box
provided on the proxy so that an attendance card may be sent to
you. You need not sign the proxy to request an attendance card if
you wish to withhold your vote. You may also obtain an attendance
card by writing to the Secretary at the above address.
The use of an attendance card, of course, is for our mutual
convenience, and the right of a stockholder to attend without an
attendance card, upon identification, is not affected.
Dan D. Sandman
Secretary
PLEASE SIGN AND RETURN THIS 1995 PROXY IN ACCOMPANYING ENVELOPE
-----------------------------------------------------------------------------
<TABLE>
<S> <C>
The undersigned hereby appoints Charles A. Corry, Victor G. Beghini, Robert M. Hernandez and Thomas J. Usher, or any of them,
proxies to vote as herein stated on behalf of the undersigned at the annual meeting of stockholders of USX Corporation on
April 25, 1995 and any adjournment or postponement thereof and upon all other matters properly coming before the Meeting, including
the proposals set forth in the proxy statement for such Meeting with respect to which the proxies are instructed to vote as follows:
Proposals of the Board of Directors-The directors recommend a vote "FOR"
Proposal No. 1-Election of directors-Nominees: Victor G. Beghini, James A. D. Geier, Charles R. Lee, Ray Marshall and
Thomas J. Usher
FOR all nominees -[ ] WITHHOLD AUTHORITY -[ ]
(except as indicated) to vote for all nominees
(To withhold authority to vote for any individual nominee strike out that nominee's name.)
Proposal No. 2-Election of Price Waterhouse as independent accountants FOR-[ ] AGAINST-[ ] ABSTAIN-[ ]
- -----------------------------------------------------------------------------------------------------------------------------------
[ ] Attendance Card Requested
Dated _____________________________________________ 1995
________________________________________________________
SPECIMEN ________________________________________________________
Signature or Signatures. Please sign exactly as name appears hereon,
including representative capacity where applicable. Joint owners should
both sign.
This proxy is solicited by the Board of Directors and represents your
holdings of USX-Delhi Group Common Stock. Unless otherwise marked, proxies
are to vote FOR Proposals 1 and 2 and in their discretion upon all other
matters properly brought before the Meeting, and any adjournment or
postponement thereof.
</TABLE>
<PAGE> 26
USX Corporation
600 Grant Street, Pittsburgh, PA 15219-4776
You are cordially invited to attend the annual meeting on
April 25, 1995.
The Meeting will be held in the Grand Ballroom of The Harvey
Hotel Downtown, 400 North Oliver Street, Dallas, Texas at
10:00 A.M. Central Daylight Saving Time.
[LOGO]
The use of attendance cards expedites registration of stockholders
at the annual meeting and is helpful to us in making arrangements
for the Meeting. If you do plan to attend, please mark the box
provided on the proxy so that an attendance card may be sent to
you. You need not sign the proxy to request an attendance card if
you wish to withhold your vote. You may also obtain an attendance
card by writing to the Secretary at the above address.
The use of an attendance card, of course, is for our mutual
convenience, and the right of a stockholder to attend without an
attendance card, upon identification, is not affected.
Dan D. Sandman
Secretary
PLEASE SIGN AND RETURN THIS 1995 PROXY IN ACCOMPANYING ENVELOPE
-----------------------------------------------------------------------------
<TABLE>
<S> <C>
The undersigned hereby appoints Charles A. Corry, Victor G. Beghini, Robert M. Hernandez and Thomas J. Usher, or any of them,
proxies to vote as herein stated on behalf of the undersigned at the annual meeting of stockholders of USX Corporation on
April 25, 1995 and any adjournment or postponement thereof and upon all other matters properly coming before the Meeting, including
the proposals set forth in the proxy statement for such Meeting with respect to which the proxies are instructed to vote as follows:
Proposals of the Board of Directors-The directors recommend a vote "FOR"
Proposal No. 1-Election of directors-Nominees: Victor G. Beghini, James A. D. Geier, Charles R. Lee, Ray Marshall and
Thomas J. Usher
FOR all nominees -[ ] WITHHOLD AUTHORITY -[ ]
(except as indicated) to vote for all nominees
(To withhold authority to vote for any individual nominee strike out that nominee's name.)
Proposal No. 2-Election of Price Waterhouse LLP as independent accountants FOR-[ ] AGAINST-[ ] ABSTAIN-[ ]
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[ ] Attendance Card Requested
Dated _____________________________________________ 1995
________________________________________________________
SPECIMEN ________________________________________________________
Signature or Signatures. Please sign exactly as name appears hereon,
including representative capacity where applicable. Joint owners should
both sign.
This proxy is solicited by the Board of Directors and represents your
holdings of USX-Marathon Group Common Stock and/or USX-U.S. Steel Group
Common Stock. Unless otherwise marked, proxies are to vote FOR
Proposals 1 and 2 and in their discretion upon all other matters
properly brought before the Meeting, and any adjournment or
postponement thereof.
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