<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
-----------------------
Date of Report (Date of earliest event reported):
January 25, 1996
USX Corporation
- --------------------------------------------------------------------------------
----
(Exact name of registrant as specified in its charter)
Delaware 1-5153 25-0996816
--------------- ------------ -------------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
600 Grant Street, Pittsburgh, PA 15219-4776
- --------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(412) 433-1121
------------------------------
(Registrant's telephone number,
including area code)
<PAGE> 2
Item 5. Other Events
On January 25, 1996, the Registrant reported unaudited results for the fourth
quarter and year ended December 31, 1995 for each of the Marathon
Group, the U. S. Steel Group and the Delhi Group of USX Corporation
and consolidated results for USX Corporation and subsidiary companies.
The press releases announcing these results and including condensed
financial and operating data are filed herewith as exhibits.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Exhibits.
99.1 Press Release dated January 25, 1996 with respect to the Marathon Group of
USX Corporation and summary financial and operating data.
99.2 Press Release dated January 25, 1996 with respect to the U. S. Steel Group
of USX Corporation and summary financial and operating data.
99.3 Press Release dated January 25, 1996 with respect to the Delhi Group of USX
Corporation and summary financial and operating data.
Condensed consolidated financial data with respect to USX and subsidiary
companies is included with each press release.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
USX CORPORATION
By s/ Lewis B. Jones
-------------------
Lewis B. Jones
Vice President
& Comptroller
Dated: January 25, 1996
Exhibit 99.1
Contact: William E. Keslar
Don H. Herring
(412) 433-6870
FOR IMMEDIATE RELEASE
- ---------------------
USX CORPORATION REPORTS FOURTH QUARTER
AND FULL YEAR MARATHON GROUP FINANCIAL RESULTS
PITTSBURGH, January 25, 1996 -- USX-Marathon Group (NYSE:MRO) recorded a
net loss for the fourth quarter of 1995 of $366 million, or $1.28 per share.
Results included an unfavorable effect of adopting Statement of Financial
Accounting Standards (SFAS) No. 121 "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of,"an extraordinary loss on the
early retirement of USX debt, a favorable inventory market valuation adjustment
and a favorable adjustment related to federal income taxes. The net unfavorable
estimated aftertax effect of these items was $391 million.
Net income in the fourth quarter of 1994 was $37 million, or 12 cents per
share. Results included a net $22 million favorable estimated aftertax effect of
a number of special items, mainly tax provision-related.
The Marathon Group recorded a total year 1995 net loss of $88 million, or
33 cents per share, which included the unfavorable effect of adopting SFAS No.
121 and an extraordinary loss on the early retirement of USX debt, partially
offset by favorable adjustments related to federal income taxes, the inventory
market valuation reserve and certain environmental remediation recoveries. The
net unfavorable estimated aftertax effect of these items was $317 million.
- more -
<PAGE> 2
For the year 1994, the Marathon Group had net income of $321 million, or
$1.10 per share, which included a number of special items having a combined
favorable estimated aftertax effect of $226 million.
Noncash pretax charges totaling $659 million ($419 million aftertax) were
recorded in the fourth quarter of 1995 for the adoption of SFAS No. 121. This
standard requires that long-lived assets and associated goodwill be written down
to fair value if the book value exceeds estimated future undiscounted cash
flows. The impairments are primarily related to certain domestic and
international production properties and the Indianapolis refinery which was
temporarily idled in late 1993.
The Marathon Group had operating income, excluding the SFAS No. 121
impairment charges and the inventory market valuation adjustment, of $98 million
in the fourth quarter and $694 million for the year 1995, compared with
$83 million in the fourth quarter of 1994 and $424 million for the year 1994.
Worldwide exploration and production had operating income of $104 million
in the fourth quarter of 1995 and $480 million for the year 1995, compared with
$61 million in the fourth quarter of 1994 and $210 million for the year 1994.
Total year 1994 included employee-related reorganization expenses of $27
million, partially offset by favorable settlements relating to various state tax
issues totaling $12 million.
USX Corporation Board Chairman Thomas J. Usher commented, "Upstream's
volumes of crude oil and natural gas rose significantly, both domestically and
internationally, from 1994." Fourth quarter liquid hydrocarbon production
improved by nearly 21,000 barrels per day (bpd) from fourth quarter 1994 levels,
while natural gas volumes improved by
- more -
<PAGE> 3
95 million cubic feet per day (mmcfd). For the year, liquid hydrocarbon volumes
increased by more than 32,000 bpd, or 19 percent, while natural gas volumes
increased by 158 mmcfd, or 16 percent, over 1994 levels. Usher continued, "Our
upstream organization also benefited from cost reduction programs and
improvements in worldwide liquid hydrocarbon and international natural gas
prices."
On a barrel-of-oil equivalent basis, Marathon replaced 82 percent of its
1995 worldwide oil and gas production and 141 percent of domestic production.
Including dispositions, Marathon replaced 70 percent of worldwide production and
122 percent of domestic production, reflecting, in part, the sale of the
company's Illinois Basin operation.
Domestic upstream had operating income of $66 million in the fourth
quarter of 1995 and $306 million for the year, compared with $32 million in the
fourth quarter of 1994 and $151 million for the year.
Domestic production for the year 1995 was up 21,200 bpd for liquids and
60 mmcfd for gas. These improvements primarily reflected production from two new
Gulf of Mexico platforms -- Ewing Bank 873 and South Pass 87D -- and increased
output from the Indian Basin Field in southeastern New Mexico.
During 1995, Marathon and its partners successfully delineated a
hydrocarbon accumulation in the Green Canyon Block 244 area having estimated
reserves in the main reservoir of over 200 million barrels of oil equivalent.
Marathon has a 33.3 percent interest in this accumulation, which was included in
1995 reserve additions. In the fourth quarter, Marathon also completed a 100
percent interest discovery in the East Texas
- more -
<PAGE> 4
Cotton Valley Reef Trend, which is now producing at a rate in excess of
34 mmcfd.
International upstream had operating income of $38 million in the fourth
quarter of 1995 and $174 million for the year, compared with $29 million in the
fourth quarter of 1994 and $59 million for the year.
During the year 1995, overseas liftings reflected gains of 10,900 bpd,
while natural gas sales increased 98 mmcfd over 1994. These improvements
primarily reflected increased liftings from East Brae in the U.K. North Sea,
start-up of the KRA/KG project offshore Indonesia and improved gas sales in the
United Kingdom. In December, a Heads of Agreement was signed to sell Marathon's
production interest in the Kakap block, which includes the KRA/KG project.
Negotiations are ongoing to conclude this sale.
Successful overseas exploration activity in 1995 included discoveries in
Gabon and Egypt. In addition, appraisal wells were successfully tested in
Ireland and Egypt.
Operating income for downstream operations was $17 million in the fourth
quarter of 1995 and $298 million for the year 1995, compared with $38 million in
the fourth quarter of 1994 and $287 million for the year 1994. Total year 1995
results included a $15 million favorable adjustment for expected environmental
remediation recoveries, while total year 1994 results included employee-related
reorganization expenses of $14 million.
Usher commented, "Results from our refining, marketing and transportation
operations reflected record annual refined product sales volumes through
Marathon Brand and Emro Marketing Company retail
- more -
<PAGE> 5
operations. However, low product margins had a negative effect on downstream
operating results for both the quarter and the year."
While other income for the year 1995 of $23 million included no
significant items, other income of $177 million for the year 1994 primarily
resulted from gains on the disposal of assets.
The year 1995 provision for estimated income taxes included a $37 million
credit related to the recognition of U.S. income tax benefits for foreign tax
payments. This favorable impact results from USX's election to credit, rather
than deduct, foreign income taxes for U.S. federal income tax purposes in 1995
and certain prior years. In addition, total year 1995 interest and other
financial costs included a $17 million reduction for interest on expected
refunds of federal income taxes paid in prior years.
* * * * * * *
Statement of operations and supplemental statistics for the Marathon
Group and consolidated statement of operations for USX Corporation are attached.
<PAGE>
<TABLE>
MARATHON GROUP OF USX CORPORATION
STATEMENT OF OPERATIONS (Unaudited)
<CAPTION>
Fourth Quarter Year
Ended Ended
December 31 December 31
(Dollars in millions, except per share data) 1995 1994 1995 1994
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
SALES $3,514 $3,408 $13,871 $12,757
OPERATING COSTS:
Cost of sales (excludes items shown below) 2,387 2,287 9,011 8,405
Inventory market valuation credits (35) (2) (70) (160)
Selling, general and administrative
expenses 71 76 297 313
Depreciation, depletion and amortization 194 196 817 721
Taxes other than income taxes 707 714 2,903 2,737
Exploration expenses 57 52 149 157
Impairment of long-lived assets 659 - 659 -
------ ------ ------ ------
Total operating costs 4,040 3,323 13,766 12,173
------ ------ ------ ------
OPERATING INCOME (LOSS) (526) 85 105 584
Other income 7 11 23 177
Interest and other financial income 7 6 31 15
Interest and other financial costs (91) (91) (349) (300)
------ ------ ------ ------
INCOME (LOSS) BEFORE INCOME TAXES AND
EXTRAORDINARY LOSS (603) 11 (190) 476
Less provision (credit) for estimated income
taxes (238) (26) (107) 155
------ ------ ------ ------
INCOME (LOSS) BEFORE EXTRAORDINARY LOSS (365) 37 (83) 321
Extraordinary loss on extinguishment of debt,
net of income tax (1) - (5) -
------ ------ ------ ------
NET INCOME (LOSS) (366) 37 (88) 321
Dividends on preferred stock - (2) (4) (6)
------ ------ ------ ------
NET INCOME (LOSS) APPLICABLE TO MARATHON STOCK $(366) $35 $(92) $315
====== ====== ====== ======
MARATHON STOCK DATA:
Income (loss) per share - primary and fully
diluted:
Income (loss) before extraordinary loss $(1.27) $.12 $(.31) $1.10
Extraordinary loss (.01) - (.02) -
Net income (loss) (1.28) .12 (.33) 1.10
Dividends paid per share .17 .17 .68 .68
Weighted average shares, in thousands:
- Primary 287,398 287,132 287,271 286,722
- Fully diluted 287,398 287,136 287,271 286,725
<FN>
The statement of operations of the Marathon Group includes the results of
operations for the businesses of Marathon Oil Company and certain other
subsidiaries of USX and a portion of USX's net financial costs, general and
administrative costs and income taxes attributed to the three groups in
accordance with USX's accounting and tax allocation policies. This statement
should be read in connection with the consolidated statement of operations of
USX.
</TABLE>
<PAGE>
<TABLE>
MARATHON GROUP OF USX CORPORATION
SUPPLEMENTAL STATISTICS
---------------------------------
($ in Millions)
<CAPTION>
Fourth Quarter Year
Ended Ended
December 31 December 31
------------- -------------
1995 1994 1995 1994
---- ---- ---- ----
<S> <C> <C> <C> <C>
OPERATING INCOME (LOSS)
Exploration & Production
Domestic $66 $32 $306 $151
International 38 29 174 59
Refining, Marketing & Transportation. 17 38 298 287
Gas Gathering & Processing 2 1 2 -
Administrative (25) (17) (86) (73)
------ ------ ------ ------
$ 98 $ 83 $694 $424
Inventory Market Val. Res. Adjustment 35 2 70 160
Impairment of Long-Lived Assets (659) - (659) -
------ ------ ------ ------
Total Marathon Group $(526) $85 $105 $584
CAPITAL EXPENDITURES $233 $289 $642 $753
OPERATING STATISTICS
Net Liquid Hydrocarbon Production (a):
Domestic 131.1 115.5 131.9 110.7
International 70.4 65.3 72.6 61.7
------ ------ ------ ------
Worldwide 201.5 180.8 204.5 172.4
Net Natural Gas Production (b):
Domestic 633.6 601.7 634.1 574.2
International - Equity 503.2 487.6 462.9 399.9
International - Other (c) 47.6 - 35.1 -
------- ------- ------- ------
Worldwide 1,184.4 1,089.3 1,132.1 974.1
Average Equity Sales Prices:
Liquid Hydrocarbons (per Bbl)
Domestic $14.38 $13.98 $14.59 $13.53
International 16.53 16.13 16.66 15.61
Natural Gas (per Mcf)
Domestic $1.65 $1.72 $1.63 $1.94
International 1.70 1.83 1.80 1.58
Natural Gas Sales (b) (d):
Domestic 961.6 885.1 977.0 834.1
International 550.8 487.6 498.0 399.9
------- ------- ------- -------
Worldwide 1,512.4 1,372.7 1,475.0 1,234.0
Crude Oil Refined (a) 474.0 453.9 502.5 490.5
Refined Products Sold (a) 789.5 782.3 747.0 743.1
- ------------
<FN>
(a) Thousands of barrels per day
(b) Millions of cubic feet per day
(c) Represents gas acquired for injection and subsequent resale
(d) Represents equity, royalty and trading volumes
</TABLE>
<PAGE>
<TABLE>
USX CORPORATION AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)
<CAPTION>
Fourth Quarter Year
Ended Ended
December 31 December 31
(Dollars in millions) 1995 1994 1995 1994
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
SALES $5,369 $5,173 $20,922 $19,330
OPERATING COSTS:
Cost of sales (excludes items shown below) 4,027 3,787 15,103 14,186
Inventory market valuation credits (35) (2) (70) (160)
Selling, general and administrative
expenses 46 53 187 221
Depreciation, depletion and amortization 278 279 1,160 1,065
Taxes other than income taxes 757 770 3,120 2,963
Exploration expenses 57 52 149 157
Restructuring charges (credits) - - (6) 37
Impairment of long-lived assets 675 - 675 -
------ ------ ------ ------
Total operating costs 5,805 4,939 20,318 18,469
------ ------ ------ ------
OPERATING INCOME (LOSS) (436) 234 604 861
Other income 30 39 128 261
Interest and other financial income 11 9 38 24
Interest and other financial costs (126) (131) (501) (461)
------ ------ ------ ------
INCOME (LOSS) BEFORE INCOME TAXES AND
EXTRAORDINARY LOSS (521) 151 269 685
Less provision (credit) for estimated income
taxes (219) 23 48 184
------ ------ ------ ------
INCOME (LOSS) BEFORE EXTRAORDINARY LOSS (302) 128 221 501
Extraordinary loss on extinguishment of debt,
net of income tax (2) - (7) -
------ ------ ------ ------
NET INCOME (LOSS) (304) 128 214 501
Dividends on preferred stock (5) (8) (28) (31)
------ ------ ------ ------
NET INCOME (LOSS) APPLICABLE TO COMMON STOCKS $(309) $120 $186 $470
====== ====== ====== ======
</TABLE>
The following common share data is an integral part of this financial statement.
<PAGE>
<TABLE>
USX CORPORATION AND SUBSIDIARY COMPANIES
COMMON SHARE DATA (Unaudited)
<CAPTION>
Fourth Quarter Year
Ended Ended
December 31 December 31
(Dollars in millions, except per share data) 1995 1994 1995 1994
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
APPLICABLE TO MARATHON STOCK:
Income (loss) before extraordinary loss $(365) $35 $(87) $315
--Per share - primary and fully diluted (1.27) .12 (.31) 1.10
Extraordinary loss, net of income tax (1) - (5) -
-- Per share - primary and fully diluted (.01) - (.02) -
Net income (loss) (366) 35 (92) 315
--Per share - primary and fully diluted (1.28) .12 (.33) 1.10
Dividends paid per share .17 .17 .68 .68
Weighted average shares, in thousands:
- Primary 287,398 287,132 287,271 286,722
- Fully diluted 287,398 287,136 287,271 286,725
APPLICABLE TO STEEL STOCK:
Income before extraordinary loss $57 $84 $279 $176
--Per share - primary .68 1.11 3.53 2.35
- fully diluted .68 1.05 3.43 2.33
Extraordinary loss, net of income tax (1) - (2) -
--Per share - primary and fully diluted (.01) - (.02) -
Net income 56 84 277 176
--Per share - primary .67 1.11 3.51 2.35
- fully diluted .67 1.05 3.41 2.33
Dividends paid per share .25 .25 1.00 1.00
Weighted average shares, in thousands:
- Primary 82,820 75,887 79,088 75,184
- Fully diluted 84,779 86,807 89,438 78,624
APPLICABLE TO OUTSTANDING DELHI STOCK:
Income (loss) before extraordinary loss $1.6 $.9 $1.4 $(20.9)
--Per share - primary and fully diluted .17 .09 .15 (2.22)
Extraordinary loss, net of income tax (.1) - (.3) -
--Per share - primary and fully diluted (.01) - (.03) -
Net income (loss) 1.5 .9 1.1 (20.9)
--Per share - primary and fully diluted .16 .09 .12 (2.22)
Dividends paid per share .05 .05 .20 .20
Weighted average shares, in thousands:
- Primary and fully diluted 9,447 9,438 9,442 9,407
</TABLE>
Exhibit 99.2
Contact: William E. Keslar
Don H. Herring
(412) 433-6870
FOR IMMEDIATE RELEASE
- ---------------------
USX CORPORATION REPORTS IMPROVED
EARNINGS IN 1995 FOR THE U. S. STEEL GROUP
PITTSBURGH, January 25, 1996 -- Boosted by continuing strong demand and
high operating levels, USX-U. S. Steel Group (NYSE:X) recorded 1995 net income
of $301 million, or $3.51 per share, on sales of $6.5 billion. The results, the
highest since the formation of the U. S. Steel Group in 1991, represent a sub-
stantial increase over the U. S. Steel Group's 1994 net income of $201 million,
or $2.35 per share, on sales of $6.1 billion. Total year 1995 results included a
net $58 million unfavorable estimated aftertax effect of several items,
primarily related to blast furnace repairs, litigation accruals and the adoption
of a new financial accounting standard. The net effect of special items on
total year 1994 results was insignificant.
The U. S. Steel Group recorded net income of $61 million, or 67 cents per
share on sales of $1.6 billion in the fourth quarter of 1995. Results included a
net $26 million unfavorable estimated aftertax effect of several items,
including the adoption of a new financial accounting standard, litigation
charges, provisions related to USX Credit loan losses and an extraordinary loss
on the early retirement of USX debt. In the fourth quarter of 1994, the Group
had net income of $90 million, or $1.11 per share, on sales of $1.6 billion,
which included a $10 million
- more -
<PAGE> 2
unfavorable estimated aftertax effect of provisions related to USX Credit loan
losses and litigation accruals.
Operating income for full year 1995 from Steel and Related Businesses
totaled $403 million, or $35 per ton, on shipments of 11.4 million tons,
compared with 1994 operating income of $239 million, or $23 per ton, on
shipments of 10.6 million tons.
Operating income in the fourth quarter of 1995 from Steel and Related
Businesses was $83 million on shipments of 3.0 million tons. This represents the
highest level of steel shipments ever achieved under the Group's current
operating configuration. Operating income from Steel and Related Businesses in
the fourth quarter of 1994 was $128 million on shipments of 2.9 million tons.
Fourth quarter 1995 results were affected by competitive market factors
which resulted in declining spot market prices for sheet products and a less
favorable product mix, which included export shipments in excess of 500,000
tons. In addition, fourth quarter 1995 operating income for the U.S. Steel Group
reflected a $16 million pretax ($11 million aftertax), noncash charge for the
adoption of Statement of Financial Accounting Standards (SFAS) No. 121
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of,"primarily for impairment of certain iron ore mineral rights and
real estate holdings.
"We are gratified by the solid financial results for the U. S. Steel Group
during 1995," said USX Board Chairman Thomas J. Usher. "Despite intensely
competitive market conditions, the Group's results reflect strong demand and
excellent operating performance throughout U. S. Steel's facilities."
- more -
<PAGE> 3
Usher noted that the company's steel operations produced at 100 percent of
raw steel capability in the fourth quarter. "That level of operation is
indicative of the ongoing, significant improvements our people have made in
operating efficiencies," said the USX chairman.
As a result of those efficiencies, U. S. Steel has increased its stated
annual raw steel production capability by 0.3 million tons, to 12.8 million net
tons for 1996. It is the second straight year in which the company was able to
increase stated raw steel capability because of improved efficiency without
physically adding new facilities.
Several significant production achievements at various facilities
contributed to the U.S. Steel Group's operating performance for the year and the
quarter. Included were world records for annual and monthly hot strip mill
production at Gary Works. The Gary hot strip mill produced 5,981,692 tons of hot
bands in 1995, breaking the previous record set in Japan in 1984. The Gary strip
mill in October, 1995, produced 571,770 tons of hot bands, breaking the old
monthly record, also set in Japan in 1984.
Looking ahead, Usher said the order book for flat-rolled products is
expected to remain strong in the first quarter of 1996, especially in U. S.
Steel's key market areas -- including automotive, appliance and construction. He
noted that the market for tubular goods also shows signs of continuing
improvement. The company recently announced price increases for sheet products,
effective February 4, 1996, and for plate and tubular products, effective April
1, 1996.
"With continued high order rates and ongoing cost reductions, we believe
the U. S. Steel Group is well-positioned for continued strong performance in
1996," Usher said.
- more -
<PAGE> 4
Several capital projects, which will reduce costs and improve production
capability of value-added products, are scheduled for start-up or will near
completion in the first quarter of 1996. Granulated coal injection at the
Fairfield (Ala.) Works blast furnace is in the start-up phase following
successful trials in the fourth quarter of 1995.
Also, work is progressing on a vacuum degasser facility at the Mon Valley
(Pa.) Works, scheduled to come on stream in April, which will enable U. S. Steel
to offer customers a wider range of high-quality, flat-rolled steel products.
* * * * * * *
Statement of operations and supplemental statistics for the U. S. Steel
Group and consolidated statement of operations for USX Corporation are attached.
<PAGE>
<TABLE>
U. S. STEEL GROUP OF USX CORPORATION
STATEMENT OF OPERATIONS (Unaudited)
<CAPTION>
Fourth Quarter Year
Ended Ended
December 31 December 31
(Dollars in millions, except per share data) 1995 1994 1995 1994
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
SALES $1,647 $1,643 $6,456 $6,066
OPERATING COSTS:
Cost of sales (excludes items shown below) 1,452 1,399 5,565 5,342
Selling, general and administrative
expenses (credits) (31) (30) (134) (121)
Depreciation, depletion and amortization 77 77 318 314
Taxes other than income taxes 49 54 210 218
Impairment of long-lived assets 16 - 16 -
------ ------ ------ ------
Total operating costs 1,563 1,500 5,975 5,753
------ ------ ------ ------
OPERATING INCOME 84 143 481 313
Other income 23 29 101 75
Interest and other financial income 3 3 8 12
Interest and other financial costs (30) (37) (137) (152)
------ ------ ------ ------
INCOME BEFORE INCOME TAXES AND
EXTRAORDINARY LOSS 80 138 453 248
Less provision for estimated income taxes 18 48 150 47
------ ------ ------ ------
INCOME BEFORE EXTRAORDINARY LOSS 62 90 303 201
Extraordinary loss on extinguishment of debt,
net of income tax (1) - (2) -
------ ------ ------ ------
NET INCOME 61 90 301 201
Dividends on preferred stock (5) (6) (24) (25)
------ ------ ------ ------
NET INCOME APPLICABLE TO STEEL STOCK $56 $84 $277 $176
====== ====== ====== ======
STEEL STOCK DATA:
Income per share:
Income before extraordinary loss:
- Primary $.68 $1.11 $3.53 $2.35
- Fully diluted .68 1.05 3.43 2.33
Extraordinary loss -
primary and fully diluted (.01) - (.02) -
Net income:
- Primary .67 1.11 3.51 2.35
- Fully diluted .67 1.05 3.41 2.33
Dividends paid per share .25 .25 1.00 1.00
Weighted average shares, in thousands:
- Primary 82,820 75,887 79,088 75,184
- Fully diluted 84,779 86,807 89,438 78,624
</TABLE>
The following note is an integral part of this financial statement.
<PAGE>
U. S. STEEL GROUP OF USX CORPORATION
STATEMENT OF OPERATIONS (Unaudited)
The statement of operations of the U. S. Steel Group includes the results of
operations for all businesses of USX other than businesses included in the
Marathon Group or the Delhi Group and a portion of USX's net financial costs,
general and administrative costs and income taxes attributed to the three groups
in accordance with USX's accounting and tax allocation policies. This statement
should be read in connection with the consolidated statement of operations of
USX.
<PAGE>
<TABLE>
U. S. STEEL GROUP OF USX CORPORATION
SUPPLEMENTAL STATISTICS
------------------------------------
($ in Millions)
<CAPTION>
Fourth Quarter Year
Ended Ended
December 31 December 31
-------------- --------------
1995 1994 1995 1994
---- ---- ---- ----
SALES
<S> <C> <C> <C> <C>
Steel and Related Businesses (a) $1,631 $1,629 $6,391 $5,918
Other 16 14 65 148
------ ------ ------ ------
Total U. S. Steel Group $1,647 $1,643 $6,456 $6,066
OPERATING INCOME
Steel and Related Businesses (a) $83 $128 $403 $239
Administrative and Other (b) 17 15 94 74
Impairment of Long-Lived Assets (16) - (16) -
------ ------ ------ ------
Total U. S. Steel Group $84 $143 $481 $313
CAPITAL EXPENDITURES $100 $77 $324 $248
OPERATING STATISTICS
Public & Affiliated Steel Shipments (c) 3,048 2,918 11,378 10,568
Raw Steel-Production (c) 3,164 3,133 12,163 11,677
Raw Steel-Capability Utilization (d) 100.4% 103.7% 97.3% 97.4%
- ------------
<FN>
(a) Includes the production and sale of steel products, coke and taconite
pellets; domestic coal mining; the management of mineral resources; and
engineering and consulting services and technology licensing.
(b) Includes pension credits, other postretirement benefit costs and certain
other expenses principally attributable to former business units of the
U. S. Steel Group. Also includes results of real estate development and
management, and leasing and financing activities.
(c) Thousands of net tons.
(d) Based on annual raw steel production capability of 12.5 million tons for
1995 and 12.0 million tons for 1994.
</TABLE>
<PAGE>
<TABLE>
USX CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)
<CAPTION>
Fourth Quarter Year
Ended Ended
December 31 December 31
(Dollars in millions) 1995 1994 1995 1994
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
SALES $5,369 $5,173 $20,922 $19,330
OPERATING COSTS:
Cost of sales (excludes items shown below) 4,027 3,787 15,103 14,186
Inventory market valuation credits (35) (2) (70) (160)
Selling, general and administrative
expenses 46 53 187 221
Depreciation, depletion and amortization 278 279 1,160 1,065
Taxes other than income taxes 757 770 3,120 2,963
Exploration expenses 57 52 149 157
Restructuring charges (credits) - - (6) 37
Impairment of long-lived assets 675 - 675 -
------ ------ ------ ------
Total operating costs 5,805 4,939 20,318 18,469
------ ------ ------ ------
OPERATING INCOME (LOSS) (436) 234 604 861
Other income 30 39 128 261
Interest and other financial income 11 9 38 24
Interest and other financial costs (126) (131) (501) (461)
------ ------ ------ ------
INCOME (LOSS) BEFORE INCOME TAXES AND
EXTRAORDINARY LOSS (521) 151 269 685
Less provision (credit) for estimated income
taxes (219) 23 48 184
------ ------ ------ ------
INCOME (LOSS) BEFORE EXTRAORDINARY LOSS (302) 128 221 501
Extraordinary loss on extinguishment of debt,
net of income tax (2) - (7) -
------ ------ ------ ------
NET INCOME (LOSS) (304) 128 214 501
Dividends on preferred stock (5) (8) (28) (31)
------ ------ ------ ------
NET INCOME (LOSS) APPLICABLE TO COMMON STOCKS $(309) $120 $186 $470
====== ====== ====== ======
</TABLE>
The following common share data is an integral part of this financial statement.
<PAGE>
<TABLE>
USX CORPORATION AND SUBSIDIARY COMPANIES
COMMON SHARE DATA (Unaudited)
<CAPTION>
Fourth Quarter Year
Ended Ended
December 31 December 31
(Dollars in millions, except per share data) 1995 1994 1995 1994
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
APPLICABLE TO MARATHON STOCK:
Income (loss) before extraordinary loss $(365) $35 $(87) $315
--Per share - primary and fully diluted (1.27) .12 (.31) 1.10
Extraordinary loss, net of income tax (1) - (5) -
-- Per share - primary and fully diluted (.01) - (.02) -
Net income (loss) (366) 35 (92) 315
--Per share - primary and fully diluted (1.28) .12 (.33) 1.10
Dividends paid per share .17 .17 .68 .68
Weighted average shares, in thousands:
- Primary 287,398 287,132 287,271 286,722
- Fully diluted 287,398 287,136 287,271 286,725
APPLICABLE TO STEEL STOCK:
Income before extraordinary loss $57 $84 $279 $176
--Per share - primary .68 1.11 3.53 2.35
- fully diluted .68 1.05 3.43 2.33
Extraordinary loss, net of income tax (1) - (2) -
--Per share - primary and fully diluted (.01) - (.02) -
Net income 56 84 277 176
--Per share - primary .67 1.11 3.51 2.35
- fully diluted .67 1.05 3.41 2.33
Dividends paid per share .25 .25 1.00 1.00
Weighted average shares, in thousands:
- Primary 82,820 75,887 79,088 75,184
- Fully diluted 84,779 86,807 89,438 78,624
APPLICABLE TO OUTSTANDING DELHI STOCK:
Income (loss) before extraordinary loss $1.6 $.9 $1.4 $(20.9)
--Per share - primary and fully diluted .17 .09 .15 (2.22)
Extraordinary loss, net of income tax (.1) - (.3) -
--Per share - primary and fully diluted (.01) - (.03) -
Net income (loss) 1.5 .9 1.1 (20.9)
--Per share - primary and fully diluted .16 .09 .12 (2.22)
Dividends paid per share .05 .05 .20 .20
Weighted average shares, in thousands:
- Primary and fully diluted 9,447 9,438 9,442 9,407
</TABLE>
Exhibit 99.3
Contact: William E. Keslar
Don H. Herring
(412) 433-6870
FOR IMMEDIATE RELEASE
- ---------------------
USX CORPORATION REPORTS IMPROVED FOURTH QUARTER
AND FULL YEAR DELHI GROUP FINANCIAL RESULTS
PITTSBURGH, January 25, 1996 -- USX-Delhi Group (NYSE:DGP) recorded fourth
quarter 1995 net income of $1.5 million, or 16 cents per share, which included
an extraordinary loss of $.1 million on the early retirement of USX debt. Fourth
quarter 1994 net income was $1.3 million, or 9 cents per share. For the year
1995, the Delhi Group reported net income of $3.7 million, or 12 cents per
share, which included a favorable estimated aftertax effect of $5.1 million
related to the completion of the asset disposal plan initiated in mid-1994,
partially offset by an extraordinary loss of $.3 million on the early retirement
of USX debt. The Delhi Group reported a net loss of $30.9 million for 1994, or
$2.22 per share, which included a $26.5 million unfavorable aftertax effect of
certain items.
Fourth quarter 1995 Delhi Group operating income totaled $6.3 million, up
from $5.9 million a year ago. Lower operating expenses, excluding gas purchase
costs, were partially offset by a reduction in gross margin, which was down $1.5
million from the prior-year fourth quarter. Gas processing margin from the
extraction and sale of natural gas liquids (NGLs) was $2.3 million lower than
last year's fourth quarter due mainly to higher feedstock costs. Gas sales and
trading margin increased slightly from the prior-year fourth quarter due mainly
to higher gas prices.
- more -
<PAGE> 2
For the year 1995, the Delhi Group had operating income of $18.3 million
compared with an operating loss of $35.8 million in 1994. During 1995, Delhi
recorded favorable pretax adjustments totaling $6.2 million resulting from
completion of the 1994 non-strategic asset disposition plan with higher than
anticipated sales proceeds. Operating income in 1994 included charges totaling
$37.4 million related to this program. Excluding the impact of these items,
1995 operating income improved by $10.5 million from 1994, primarily due to
decreased operating expenses, partially offset by a slight reduction in gross
margin. Operating expenses, excluding gas purchases, were lower in 1995, due
mainly to the effects of the 1994 asset disposition plan and employee
reorganization. Improved gas processing margins were more than offset by lower
gas sales and trading margins, primarily reflecting lower gas prices for most of
the year and the expiration in 1994 of a long-term, premium-service contract
with Central Power and Light Company.
USX Board Chairman Thomas J. Usher stated, "The fourth quarter results
reflect Delhi's efforts to identify and implement measures to improve results
and increase operating efficiencies. For 1995, Delhi delivered improved earnings
despite weak natural gas prices which prevailed during most of the year.
Excluding sales volumes related to the disposed assets, total systems volumes
increased 2 percent, while Delhi added 455 billion cubic feet of dedicated
natural gas reserves, a 6 percent increase over 1994 reserve additions."
Based on current market conditions and estimated volumes, Delhi's pretax
earnings are expected to be negatively impacted by approximately
$2-$3 million during the first quarter of 1996 due to an anomaly in market
- more -
<PAGE> 3
conditions. The anomaly relates to basis differentials, which are the
differences between gas prices in various locations. These differences result
in gas purchase costs which exceed the market price for such gas.
Usher added, "During 1996, Delhi will seek to improve its operating results
through continued cost control measures, aggressive marketing efforts and volume
growth and expansion. Delhi's capital expenditures were up in 1995 and should
increase again in 1996. One prime area offering Delhi considerable growth
potential is the rapidly developing Pinnacle Reef gas play in an area of East
Texas where Delhi already has core operations."
In late December, Delhi announced a $44 million major expansion project to
its existing East Texas systems. This project, which will include construction
of 85 miles of 20-inch pipeline and new compression, will add in excess of 275
million cubic feet per day (mmcfd) of incremental natural gas gathering and
treating capacity. This is the same play in which Delhi completed a 100-mmcfd
capacity expansion project in November 1995 to accommodate a 10-year gas
gathering, treating and transportation agreement. "These investments should
insure that Delhi is a prominent participant in the development of one of the
nation's most promising onshore gas supply areas," said the USX chairman.
Delhi is an established natural gas merchant engaged in the purchasing,
gathering, processing, transporting and marketing of natural gas. It operates an
extensive pipeline system and associated gas processing plants in Texas and
Oklahoma.
* * * * * * *
Statement of operations and supplemental statistics for the Delhi Group and
consolidated statement of operations for USX Corporation are attached.
<PAGE>
<TABLE>
DELHI GROUP OF USX CORPORATION
STATEMENT OF OPERATIONS (Unaudited)
<CAPTION>
Fourth Quarter Year
Ended Ended
December 31 December 31
(Dollars in millions, except per share data) 1995 1994 1995 1994
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
SALES $228.8 $142.6 $654.1 $566.9
OPERATING COSTS:
Cost of sales (excludes items shown below) 209.1 122.7 585.8 498.5
Selling, general and administrative
expenses 5.8 6.4 24.1 28.7
Depreciation, depletion and amortization 6.0 5.8 24.8 30.1
Taxes other than income taxes 1.6 1.8 7.3 8.0
Restructuring charges (credits) - - (6.2) 37.4
------ ------ ------ ------
Total operating costs 222.5 136.7 635.8 602.7
------ ------ ------ ------
OPERATING INCOME (LOSS) 6.3 5.9 18.3 (35.8)
Other income (loss) .2 .4 5.9 (.9)
Interest and other financial costs (4.8) (3.2) (15.7) (11.8)
------ ------ ------ ------
INCOME (LOSS) BEFORE INCOME TAXES AND
EXTRAORDINARY LOSS 1.7 3.1 8.5 (48.5)
Less provision (credit) for estimated
income taxes .1 1.8 4.5 (17.6)
------ ------ ------ ------
INCOME (LOSS) BEFORE EXTRAORDINARY LOSS 1.6 1.3 4.0 (30.9)
Extraordinary loss on extinguishment of debt,
net of income tax (.1) - (.3) -
------ ------ ------ ------
NET INCOME (LOSS) 1.5 1.3 3.7 (30.9)
Dividends on preferred stock - - (.2) (.1)
Net (income) loss applicable to
Retained Interest - (.4) (2.4) 10.1
------ ------ ------ ------
NET INCOME (LOSS) APPLICABLE TO OUTSTANDING
DELHI STOCK $1.5 $.9 $1.1 $(20.9)
====== ====== ====== ======
DELHI STOCK DATA:
Income (loss) per share - primary and fully
diluted:
Income (loss) before extraordinary loss $.17 $.09 $.15 $(2.22)
Extraordinary loss (.01) - (.03) -
Net income (loss) .16 .09 .12 (2.22)
Dividends paid per share .05 .05 .20 .20
Weighted average shares, in thousands:
- Primary and fully diluted 9,447 9,438 9,442 9,407
The following notes are an integral part of this financial statement.
<PAGE>
DELHI GROUP OF USX CORPORATION
Selected Notes to Financial Statement
<FN>
1. The statement of operations of the Delhi Group includes the results of
operations for the businesses of Delhi Gas Pipeline Corporation and certain
other subsidiaries of USX and a portion of USX's net financial costs, general
and administrative costs and income taxes attributed to the three groups in
accordance with USX's accounting and tax allocation policies. This statement
should be read in connection with the consolidated statement of operations of
USX.
2. The Retained Interest of approximately 33% through June 14, 1995 is reflected in
the Marathon Group financial statements. On June 15, 1995, USX eliminated the
Retained Interest. The shares deemed to represent the Retained Interest were
not outstanding shares of Delhi Stock.
</TABLE>
<PAGE>
<TABLE>
DELHI GROUP OF USX CORPORATION
SUPPLEMENTAL STATISTICS
------------------------------
($ in Millions)
<CAPTION>
Fourth Quarter Year
Ended Ended
December 31 December 31
-------------- -------------
1995 1994 1995 1994
---- ---- ---- ----
<S> <C> <C> <C> <C>
GROSS MARGIN
Gas Sales and Trading Margin $18.0 $17.7 $56.0 $70.3
Transportation Margin 3.2 2.7 11.7 11.7
------ ------ ------ ------
Systems and Trading Margin 21.2 20.4 67.7 82.0
Gas Processing Margin 4.9 7.2 24.7 15.6
------ ------ ------ ------
Total Gross Margin $26.1 $27.6 $92.4 $97.6
OPERATING INCOME (LOSS) $6.3 $5.9 $18.3 $(35.8)
CAPITAL EXPENDITURES $25.1 $10.4 $50.0 $32.1
OPERATING STATISTICS
Natural Gas Volumes (a)
Natural Gas Sales 574.9 620.6 567.0 624.5
Transportation 335.4 258.9 300.5 271.4
------- ------- ------- -------
Systems Throughput 910.3 879.5 867.5 895.9
Trading Sales 683.7 148.5 423.9 94.7
Partnership - equity share (b) - 16.1 5.2 19.6
------- ------- ------- -------
Total Sales Volumes 1,594.0 1,044.1 1,296.6 1,010.2
Natural Gas Liquids Sales (c) 768.6 787.3 792.5 755.7
- ------------
<FN>
(a) Millions of cubic feet per day
(b) Related to an investment which was sold in the second quarter of 1995.
(c) Thousands of gallons per day
</TABLE>
<PAGE>
<TABLE>
USX CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)
<CAPTION>
Fourth Quarter Year
Ended Ended
December 31 December 31
(Dollars in millions) 1995 1994 1995 1994
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
SALES $5,369 $5,173 $20,922 $19,330
OPERATING COSTS:
Cost of sales (excludes items shown below) 4,027 3,787 15,103 14,186
Inventory market valuation credits (35) (2) (70) (160)
Selling, general and administrative
expenses 46 53 187 221
Depreciation, depletion and amortization 278 279 1,160 1,065
Taxes other than income taxes 757 770 3,120 2,963
Exploration expenses 57 52 149 157
Restructuring charges (credits) - - (6) 37
Impairment of long-lived assets 675 - 675 -
------ ------ ------ ------
Total operating costs 5,805 4,939 20,318 18,469
------ ------ ------ ------
OPERATING INCOME (LOSS) (436) 234 604 861
Other income 30 39 128 261
Interest and other financial income 11 9 38 24
Interest and other financial costs (126) (131) (501) (461)
------ ------ ------ ------
INCOME (LOSS) BEFORE INCOME TAXES AND
EXTRAORDINARY LOSS (521) 151 269 685
Less provision (credit) for estimated income
taxes (219) 23 48 184
------ ------ ------ ------
INCOME (LOSS) BEFORE EXTRAORDINARY LOSS (302) 128 221 501
Extraordinary loss on extinguishment of debt,
net of income tax (2) - (7) -
------ ------ ------ ------
NET INCOME (LOSS) (304) 128 214 501
Dividends on preferred stock (5) (8) (28) (31)
------ ------ ------ ------
NET INCOME (LOSS) APPLICABLE TO COMMON STOCKS $(309) $120 $186 $470
====== ====== ====== ======
The following common share data is an integral part of this financial statement.
</TABLE>
<PAGE>
<TABLE>
USX CORPORATION AND SUBSIDIARY COMPANIES
COMMON SHARE DATA (Unaudited)
<CAPTION>
Fourth Quarter Year
Ended Ended
December 31 December 31
(Dollars in millions, except per share data) 1995 1994 1995 1994
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
APPLICABLE TO MARATHON STOCK:
Income (loss) before extraordinary loss $(365) $35 $(87) $315
--Per share - primary and fully diluted (1.27) .12 (.31) 1.10
Extraordinary loss, net of income tax (1) - (5) -
-- Per share - primary and fully diluted (.01) - (.02) -
Net income (loss) (366) 35 (92) 315
--Per share - primary and fully diluted (1.28) .12 (.33) 1.10
Dividends paid per share .17 .17 .68 .68
Weighted average shares, in thousands:
- Primary 287,398 287,132 287,271 286,722
- Fully diluted 287,398 287,136 287,271 286,725
APPLICABLE TO STEEL STOCK:
Income before extraordinary loss $57 $84 $279 $176
--Per share - primary .68 1.11 3.53 2.35
- fully diluted .68 1.05 3.43 2.33
Extraordinary loss, net of income tax (1) - (2) -
--Per share - primary and fully diluted (.01) - (.02) -
Net income 56 84 277 176
--Per share - primary .67 1.11 3.51 2.35
- fully diluted .67 1.05 3.41 2.33
Dividends paid per share .25 .25 1.00 1.00
Weighted average shares, in thousands:
- Primary 82,820 75,887 79,088 75,184
- Fully diluted 84,779 86,807 89,438 78,624
APPLICABLE TO OUTSTANDING DELHI STOCK:
Income (loss) before extraordinary loss $1.6 $.9 $1.4 $(20.9)
--Per share - primary and fully diluted .17 .09 .15 (2.22)
Extraordinary loss, net of income tax (.1) - (.3) -
--Per share - primary and fully diluted (.01) - (.03) -
Net income (loss) 1.5 .9 1.1 (20.9)
--Per share - primary and fully diluted .16 .09 .12 (2.22)
Dividends paid per share .05 .05 .20 .20
Weighted average shares, in thousands:
- Primary and fully diluted 9,447 9,438 9,442 9,407
</TABLE>
