<PAGE> 1
FILED PURSUANT TO RULE 424(b)(2)
REGISTRATION NO. 33-52937
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED MARCH 5, 1998
$400,000,000
USX LOGO
USX CORPORATION
6.85% NOTES DUE 2008
------------------------
The Notes will mature on March 1, 2008. Interest is payable semiannually,
on March 1 and September 1, commencing September 1, 1998. The Notes are not
redeemable prior to maturity.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS
SUPPLEMENT OR THE PROSPECTUS TO WHICH IT RELATES.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
<TABLE>
<CAPTION>
INITIAL PUBLIC UNDERWRITING PROCEEDS TO
OFFERING PRICE(1) DISCOUNT(2) USX(1)(3)
----------------- ----------- ---------
<S> <C> <C> <C>
Per Note................................................ 99.961% 0.650% 99.311%
Total................................................... $399,844,000 $2,600,000 $397,244,000
</TABLE>
- ------------------
(1) Plus accrued interest from March 1, 1998.
(2) USX has agreed to indemnify the Underwriters against certain liabilities,
including liabilities under the Securities Act of 1933, as amended.
(3) Before deducting expenses of $100,000 payable by USX.
------------------------
The Notes are offered by the Underwriters, subject to receipt and
acceptance by them and subject to their right to reject any order in whole or in
part. It is expected that the Notes will be ready for delivery in book-entry
form only through the facilities of The Depository Trust Company in New York,
New York, on or about March 10, 1998, against payment therefor in immediately
available funds.
GOLDMAN, SACHS & CO.
CREDIT SUISSE FIRST BOSTON
J.P. MORGAN & CO.
------------------------
The date of this Prospectus Supplement is March 5, 1998.
<PAGE> 2
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE NOTES, INCLUDING
OVER-ALLOTMENT, STABILIZING AND SHORT-COVERING TRANSACTIONS IN SUCH NOTES, AND
THE IMPOSITION OF A PENALTY BID, IN CONNECTION WITH THE OFFERING. FOR A
DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING."
USX CORPORATION
The following discussion is a brief description of USX Corporation and is
qualified in its entirety by reference to the documents incorporated herein
under "Incorporation of Certain Documents by Reference" in the accompanying
Prospectus. Readers of this Prospectus Supplement are encouraged to refer to
such incorporated documents for a more complete description of the Company.
USX Corporation is a diversified company which is principally engaged in
the energy business through its Marathon Group and in the steel business through
its U. S. Steel Group. The term "USX" or the "Company" when used herein refers
to USX Corporation or USX Corporation and its subsidiaries, as required by the
context. The term "Group" when used herein refers to the Marathon Group and/or
the U.S. Steel Group, as required by the context.
USX has two classes of common stock, USX-Marathon Group Common Stock
("Marathon Stock") and USX-U. S. Steel Group Common Stock ("Steel Stock"). Each
class of common stock is intended to provide the stockholders of that class with
a separate security reflecting the performance of the related Group. Effective
October 31, 1997, USX sold Delhi Gas Pipeline Corporation and other subsidiaries
of USX that comprised all of the USX-Delhi Group ("Delhi Companies"). In January
1998, USX used the $195 million net proceeds from the sale to redeem all of the
9.45 million shares of USX-Delhi Group Common Stock.
The Marathon Group includes Marathon Oil Company and certain other
subsidiaries of USX. The Marathon Group is engaged in worldwide
exploration, production, transportation and marketing of crude oil and
natural gas; domestic refining, marketing and transportation of petroleum
products; and power generation. Effective January 1, 1998, the USX-Marathon
Group and Ashland Inc. formed a new refining, marketing and transportation
company, Marathon Ashland Petroleum LLC ("MAP"). Marathon has a 62%
ownership interest in MAP, and Ashland holds the remaining 38% interest.
The U. S. Steel Group includes U. S. Steel, the largest steel producer in
the United States, which is primarily engaged in the production and sale of
steel mill products, coke and taconite pellets. The U. S. Steel Group also
includes the management of mineral resources, domestic coal mining, and
engineering and consulting services. Equity affiliates of the U. S. Steel
Group consist of joint ventures and partially owned companies including
USS/Kobe Steel Ltd., USS-POSCO Industries, PRO-TEC Coating Company, and
Transtar Inc. Other businesses that are part of the U. S. Steel Group
include real estate development and management, and leasing and financing
activities.
USX includes consolidated financial information in its periodic reports
required by the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), in its annual shareholder reports and in other financial communications.
The consolidated financial statements are supplemented with separate financial
statements of the Marathon Group and the U. S. Steel Group, together with the
related Management's Discussion and Analyses, descriptions of business and other
financial and business information to the extent such information is required to
be presented in the report being filed. The financial information of the
Marathon Group and the U. S. Steel Group and certain financial information
relating to the Delhi Companies, taken together, includes all accounts which
comprise the corresponding consolidated financial information of USX.
S-2
<PAGE> 3
For consolidated financial reporting purposes, USX's reportable industry
segments correspond with its two Groups. The attribution of assets, liabilities
(including contingent liabilities) and stockholders' equity among the Marathon
Group and the U. S. Steel Group for the purpose of preparing their respective
financial statements does not affect legal title to such assets or
responsibility for such liabilities. Holders of Marathon Stock and Steel Stock
are holders of common stock of USX and continue to be subject to all of the
risks associated with an investment in USX and all of its businesses and
liabilities. Financial impacts arising from either of the Groups which affect
the overall cost of USX's capital could affect the results of operations and
financial conditions of both Groups. Accordingly, the USX consolidated financial
information should be read in connection with the Marathon Group and the U. S.
Steel Group financial information.
USX was incorporated in 1901 and is a Delaware corporation. Its executive
offices are located at 600 Grant Street, Pittsburgh, Pennsylvania 15219-4776
(telephone: (412) 433-1121).
The Notes will be obligations of USX and not of any segment, group or
subsidiary of USX.
Set forth below is a three-year summary of financial highlights for the
Groups.
<TABLE>
<CAPTION>
INCOME FROM ASSETS
REVENUES(A)(B) OPERATIONS(B)(C) AT YEAR-END
-------------- ---------------- -----------
<S> <C> <C> <C>
(MILLIONS)
Marathon Group
1997............................................. $15,754 $ 932 $10,565
1996............................................. 16,394 1,296 10,151
1995............................................. 13,913 147 10,109
U. S. Steel Group
1997............................................. 6,941 773 6,694
1996............................................. 6,670 483 6,580
1995............................................. 6,557 582 6,521
Adjustments for Discontinued Operations and
Eliminations(d)
1997............................................. (107) -- 25
1996............................................. (87) -- 249
1995............................................. (57) (3) 113
Total USX Corporation
1997............................................. $22,588 $1,705 $17,284
1996............................................. 22,977 1,779 16,980
1995............................................. 20,413 726 16,743
</TABLE>
- ---------
(a) Consists of sales, dividend and affiliate income, net gains on disposal of
assets, gain on affiliate stock offering and other income. Excludes revenues
of the Delhi Group, which have been reclassified as discontinued operations.
(b) Amounts for 1996 and 1995 were reclassified in 1997 to include dividend and
affiliate income, gain on affiliate stock offering and other income, and to
conform to other 1997 classifications.
(c) Consists of operating income, dividend and affiliate income, net gains on
disposal of investments, gain on affiliate stock offering and other income.
Excludes income from operations of the Delhi Group, which has been
reclassified as discontinued operations for all periods presented. Includes
the following favorable (unfavorable) amounts: adjustments to the inventory
market valuation reserve for the Marathon Group of $(284) million, $209
million and $70 million in 1997, 1996 and 1995, respectively; and for
impairment of long-lived assets charges of $659 million for the Marathon
Group and $16 million for the U. S. Steel Group in 1995.
(d) Effective October 31, 1997, USX sold Delhi Gas Pipeline Corporation and
other subsidiaries of USX that comprised all of the USX-Delhi Group.
S-3
<PAGE> 4
USE OF PROCEEDS
USX will use the net proceeds from the offering of the Notes for general
corporate purposes, which may include the refunding of outstanding indebtedness
and other financial obligations. As of December 31, 1997, USX had long-term debt
obligations maturing within one year of $471 million, including $350 million of
6 3/8% Notes Due July 15, 1998.
SELECTED CONSOLIDATED FINANCIAL DATA OF USX
The following selected consolidated financial data of USX should be read in
conjunction with the more detailed information and consolidated financial
statements included in USX's Annual Report on Form 10-K for the year ended
December 31, 1997 and the additional reports and documents incorporated herein
by reference. See "Incorporation of Certain Documents by Reference" in the
accompanying prospectus. The selected consolidated financial information for the
five years ended December 31, 1997, has been obtained from the consolidated
financial statements of USX, which have been audited by Price Waterhouse LLP.
<TABLE>
<CAPTION>
DOLLARS IN MILLIONS (EXCEPT PER SHARE DATA)
-----------------------------------------------
1997 1996 1995 1994 1993
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA
Revenues(a)(c).................................... $22,588 $22,977 $20,413 $19,055 $17,798
Income from operations(b)(c)...................... 1,705 1,779 726 1,174 285
Includes:
Inventory market valuation charges (credits).... 284 (209) (70) (160) 241
Restructuring charges (credits)................. -- -- -- -- 42
Impairment of long-lived assets................. -- -- 675 -- --
Income (loss) from continuing operations.......... 908 946 217 532 (179)
Income (loss) from discontinued operations........ 80 6 4 (31) 12
Extraordinary loss and cumulative effect of
changes in accounting principles................ -- (9) (7) -- (92)
Net income (loss)................................. $ 988 $ 943 $ 214 $ 501 $ (259)
Noncash credit from exchange of preferred stock... 10 -- -- -- --
Dividends on preferred stock...................... (13) (22) (28) (31) (27)
------- ------- ------- ------- -------
Net income (loss) applicable to common stocks..... $ 985 $ 921 $ 186 $ 470 $ (286)
BALANCE SHEET DATA--DECEMBER 31
Capital expenditures--for year.................... $ 1,373 $ 1,168 $ 1,016 $ 1,033 $ 1,151
Total assets...................................... 17,284 16,980 16,743 17,517 17,414
Capitalization:
Notes payable................................... $ 121 $ 81 $ 40 $ 1 $ 1
Total long-term debt............................ 3,403 4,212 4,937 5,599 5,970
Minority interests(d)........................... 432 250 250 250 5
Redeemable Delhi Stock(e)....................... 195 -- -- -- --
Preferred stock................................. 3 7 7 112 112
Common stockholders' equity..................... 5,397 5,015 4,321 4,190 3,752
------- ------- ------- ------- -------
Total capitalization.......................... $ 9,551 $ 9,565 $ 9,555 $10,152 $ 9,840
</TABLE>
- ---------
(a) Consists of sales, dividend and affiliate income, net gains on disposal of
assets, gain on affiliate stock offering and other income. Amounts prior to
1997 have been reclassified to conform to 1997 classifications.
(b) Consists of operating income, dividend and affiliate income, net gains on
disposal of investments, gain on affiliate stock offering and other income.
Amounts prior to 1997 have been reclassified to conform to 1997
classifications.
(c) Excludes amounts for the Delhi Companies, which have been reclassified as
discontinued operations. Amounts prior to 1997 have been reclassified to
conform to 1997 classifications.
(d) Includes preferred stock of subsidiary, minority interests and common stock
of subsidiaries and trust preferred securities.
(e) On January 26, 1998, USX redeemed all of the shares of Delhi Stock.
S-4
<PAGE> 5
RATIO OF EARNINGS TO FIXED CHARGES
TOTAL ENTERPRISE BASIS--UNAUDITED
CONTINUING OPERATIONS
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
--------------------------------
1997 1996 1995 1994 1993
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges.......................... 4.11 3.90 1.62 2.18 (a)
==== ==== ==== ==== ===
</TABLE>
- ---------
(a) Earnings did not cover fixed charges by $312 million for 1993.
S-5
<PAGE> 6
DESCRIPTION OF THE NOTES
The following description of the particular terms of the Notes offered
hereby supplements the description of the general terms and provisions of Debt
Securities set forth in "Description of the Debt Securities" in the accompanying
Prospectus, to which description reference is hereby made. Capitalized terms not
otherwise defined herein shall have the meanings given to them in the
Prospectus.
The Notes will be limited to $400 million aggregate principal amount and
will mature on March 1, 2008. The Notes will be issued only in book-entry form
in denominations of $1,000 and integral multiples thereof. The Notes will bear
interest at the rate per annum shown on the cover of this Prospectus Supplement
from March 1, 1998 or from the most recent Interest Payment Date to which
interest has been paid or provided for, payable semiannually on March 1 and
September 1 of each year, commencing September 1, 1998, to the person in whose
name a Note (or any predecessor Note) is registered at the close of business on
February 15 or August 15, as the case may be, next preceding such Interest
Payment Date. The Notes will not be redeemable prior to maturity and do not
provide for any sinking fund. The covenants contained in the Indenture and the
Notes would not necessarily afford holders of the Notes protection in the event
of a highly leveraged or other transaction involving USX that may adversely
affect holders of the Notes.
The Notes are subject to defeasance and covenant defeasance by USX if
certain conditions are satisfied. See "Description of the Debt
Securities--Satisfaction and Discharge; Defeasance and Covenant Defeasance" in
the accompanying Prospectus.
BOOK-ENTRY SYSTEM
The Notes will be issued in the form of two or more fully registered global
securities (the "Global Securities") which will be deposited with, or on behalf
of, The Depository Trust Company, New York, New York (the "Depositary") and
registered in the name of the Depositary's nominee. Except as set forth below,
the Global Securities may be transferred, in whole and not in part, only to the
Depositary or a nominee of the Depositary.
The Depositary has advised USX and the Underwriters as follows: The
Depositary is a limited-purpose trust company organized under the laws of the
State of New York, a "banking organization" within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code, and a "clearing
agency" registered pursuant to the provisions of Section 17A of the Securities
Exchange Act of 1934, as amended. The Depositary was created to hold securities
of institutions that have accounts with the Depositary or its nominee
("participants") and to facilitate the clearance and settlement of securities
transactions among its participants in such securities through electronic
book-entry changes in accounts of the participants, thereby eliminating the need
for physical movement of securities certificates. The Depositary's participants
include securities brokers and dealers (including the Underwriters), banks,
trust companies, clearing corporations and certain other organizations, some of
whom (and/or their representatives) own the Depositary. Access to the
Depositary's book-entry system is also available to others such as banks,
brokers, dealers and trust companies that clear through or maintain a custodial
relationship with a participant, either directly or indirectly. The Depositary
agrees with and represents to its participants that it will administer its
book-entry system in accordance with its rules and bylaws and requirements of
law.
Upon the issuance of a Global Security, the Depositary will credit, on its
book-entry registration and transfer system, the respective principal amounts of
the Notes represented by such Global Securities to the accounts of participants.
The accounts to be credited shall be designated by the Underwriters. Ownership
of beneficial interests in the Global Securities will be limited to participants
or persons that may hold interests through participants. Ownership of interests
in the Global Securities will be shown on, and the transfer of those ownership
interests will be effected only through, records maintained by the Depositary
(with respect to participants' interests) and such participants (with respect to
the owners of
S-6
<PAGE> 7
beneficial interests in the Global Securities through such participants). The
laws of some jurisdictions may require that certain purchasers of securities
take physical delivery of such securities in definitive form. Such limits and
laws may impair the ability to transfer beneficial interests in the Global
Securities. See "Description of the Debt Securities--Book-Entry Securities" in
the Prospectus of USX accompanying this Prospectus Supplement.
So long as the Depositary, or its nominee, is the registered holder and
owner of the Global Securities, the Depositary or such nominee, as the case may
be, will be considered the sole owner and holder of the related Notes for all
purposes of such Notes and for all purposes under the Indenture. Except as set
forth below, owners of beneficial interests in the Global Securities will not be
entitled to have the Notes represented by such Global Securities registered in
their names, will not receive or be entitled to receive physical delivery of
certificated Notes in definitive form and will not be considered to be the
owners or holders of any Notes under the Indenture or the Global Securities.
Accordingly, each person owning a beneficial interest in the Global Securities
must rely on the procedures of the Depositary and, if such person is not a
participant, on the procedures of the participant through which such person owns
its interests, to exercise any rights of a holder of Notes under the Indenture
or the Global Securities. USX understands that under existing industry practice,
in the event it requests any action of holders of Notes or an owner of a
beneficial interest in the Global Securities desires to take any action that the
Depositary, as the holder of the Global Securities, is entitled to take, the
Depositary would authorize the participants to take such action, and that the
participants would authorize beneficial owners owning through such participants
to take such action or would otherwise act upon the instructions of beneficial
owners owning through them.
Payment of principal and interest on Notes represented by the Global
Securities registered in the name of or held by the Depositary or its nominee
will be made to the Depositary or its nominee, as the case may be, as the
registered owner and holder of the Global Securities.
USX expects that the Depositary, upon receipt of any payment of principal
or interest in respect of the Global Securities, will credit immediately
participants' accounts with payment in amounts proportionate to their respective
beneficial interests in the principal amount of the Global Securities as shown
on the records of the Depositary. USX also expects that payments by participants
to owners of beneficial interests in the Global Securities held through such
participants will be governed by standing instructions and customary practices,
as is the case with securities held for the accounts of customers in bearer form
or registered in "street name", and will be the responsibility of such
participants. None of USX (including, without limitation, USX as paying agent
and/or securities registrar), the Trustee or any agent of USX or the Trustee
will have any responsibility or liability for any aspect of the records relating
to, or payments made on account of, beneficial ownership interests in the Notes
or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests or for any other aspect of the relationship
between the Depositary and its participants or the relationship between such
participants and the owners of beneficial interests in the Global Securities
owning through such participants. See "Description of the Debt
Securities--Book-Entry Securities" in the Prospectus of USX accompanying this
Prospectus Supplement.
Unless and until they are exchanged in whole or in part for certificated
Notes in definitive form, the Global Securities may not be transferred except as
a whole by the Depositary to a nominee of such Depositary or by a nominee of
such Depositary to such Depositary or another nominee of such Depositary.
A Global Security representing Notes is exchangeable for definitive Notes
in registered form, of like tenor and of an equal aggregate principal amount,
only if (a) the Depositary notifies USX that it is unwilling or unable to
continue as Depositary for such Global Security or the Depositary ceases to be a
clearing agency registered under the Exchange Act, (b) USX in its sole
discretion determines that such Global Security shall be exchangeable for
definitive Notes in registered form, or (c) there shall have occurred and be
continuing an Event of Default with respect to the Notes. Any Global Security
that is exchangeable pursuant to the preceding sentence shall be exchangeable in
whole for definitive Notes in
S-7
<PAGE> 8
registered form, of like tenor and of an equal aggregate principal amount, and
in authorized denominations. Such definitive Notes shall be registered in the
name or names of such person or persons as the Depositary shall instruct the
Trustee. It is expected that such instructions may be based upon directions
received by the Depositary from its participants with respect to ownership of
beneficial interests in such Global Security.
SAME-DAY SETTLEMENT AND PAYMENT
Settlement by the purchasers of the Notes will be made in immediately
available funds. All payments by USX to the Depositary of principal and interest
will be made in immediately available funds.
The Notes will trade in the Depositary's settlement system until maturity,
and therefore the Depositary will require secondary trading activity in the
Notes to be settled in immediately available funds.
UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting Agreement
and the Pricing Agreement, USX has agreed to sell to each of the Underwriters
named below, and each of such Underwriters has severally agreed to purchase, the
principal amount of Notes set forth opposite its name below:
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT
UNDERWRITER OF NOTES
----------- --------
<S> <C>
Goldman, Sachs & Co......................................... $134,000,000
Credit Suisse First Boston Corporation...................... 133,000,000
J.P. Morgan Securities Inc.................................. 133,000,000
------------
Total.................................................. $400,000,000
============
</TABLE>
Under the terms and conditions of the Underwriting Agreement and the
Pricing Agreement, the Underwriters are obligated to take and pay for all the
Notes if any are taken.
The Underwriters initially propose to offer the Notes directly to the
public at the initial public offering price set forth on the cover page of this
Prospectus Supplement and to certain securities dealers at such price less a
concession not in excess of 0.400% of the principal amount of the Notes. The
Underwriters may allow, and such dealers may reallow, a concession not in excess
of 0.250% of the principal amount of the Notes to certain brokers and dealers.
After the Notes are released for sale to the public, the offering price and
other selling terms may from time to time be varied by the Underwriters.
The Notes are a new issue of securities with no established trading market.
USX does not intend to apply for listing of the Notes on a national securities
exchange. USX has been advised by the Underwriters that the Underwriters intend
to make a market in the Notes, but they are not obligated to do so and may
discontinue market making at any time without notice. No assurance can be given
as to the liquidity of the trading market for the Notes.
In connection with the offering, the Underwriters may purchase and sell the
Notes in the open market. These transactions may include over-allotment and
stabilizing transactions and purchases to cover short positions created by the
Underwriters in connection with the offering. Stabilizing transactions consist
of certain bids or purchases for the purpose of preventing or retarding a
decline in the market price of the Notes; and short positions created by the
Underwriters involve the sale by the Underwriters of a greater number of Notes
than they are required to purchase from USX in the offering. The Underwriters
also may impose a penalty bid, whereby selling concessions allowed to
broker-dealers in respect of the securities sold in the offering may be
reclaimed by the Underwriters if such Notes are repurchased by the Underwriters
in stabilizing or covering transactions. These activities may stabilize,
maintain or otherwise affect the market price of the Notes, which may be higher
than the price that might otherwise prevail in
S-8
<PAGE> 9
the open market; and these activities, if commenced, may be discontinued at any
time. These transactions may be effected in the over-the-counter market or
otherwise.
USX has agreed to indemnify the Underwriters against certain civil
liabilities, including liabilities under the Securities Act of 1933.
In the ordinary course of their respective business, the Underwriters and
their affiliates have engaged, and may in the future engage, in investment
banking and/commercial banking transactions with USX.
VALIDITY OF THE NOTES
The validity of the issuance of the Debt Securities will be passed upon for
USX by D. D. Sandman, Esq., General Counsel, Secretary and Senior Vice
President--Human Resources & Public Affairs of USX or by J.A. Hammerschmidt,
Assistant General Counsel and Assistant Secretary of USX. Messrs. Sandman and
Hammerschmidt, in their capacities as such, are paid salaries by USX,
participate in various employee benefit plans offered by USX and own common
stock of USX.
EXPERTS
The consolidated financial statements of USX, as of December 31, 1997 and
1996 and for each of the three years in the period ended December 31, 1997,
incorporated in this Prospectus by reference to USX's Annual Report on Form 10-K
for the year ended December 31, 1997, have been so incorporated in reliance on
the reports of Price Waterhouse LLP, independent accountants, given on the
authority of said firm as experts in auditing and accounting.
S-9
<PAGE> 10
======================================================
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO
BUY ANY SECURITIES OTHER THAN THE SECURITIES DESCRIBED IN THIS PROSPECTUS
SUPPLEMENT OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH
SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.
NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS NOR ANY
SALE MADE HEREUNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF USX SINCE THE DATE
HEREOF OR THAT THE INFORMATION CONTAINED HEREIN OR THEREIN IS CORRECT AS OF ANY
TIME SUBSEQUENT TO ITS DATE.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PROSPECTUS SUPPLEMENT
USX Corporation...................... S-2
Use of Proceeds...................... S-4
Selected Consolidated Financial Data
of USX............................. S-4
Ratio of Earnings to Fixed Charges... S-5
Description of the Notes............. S-6
Underwriting......................... S-8
Validity of the Notes................ S-9
Experts.............................. S-9
PROSPECTUS
Available Information................ 2
Incorporation of Certain Documents by
Reference.......................... 2
USX Corporation...................... 3
Ratio of Earnings to Fixed Charges... 4
Use of Proceeds...................... 4
Description of the Debt Securities... 4
Plan of Distribution................. 12
Validity of Securities............... 12
Experts.............................. 12
</TABLE>
======================================================
======================================================
$400,000,000
USX CORPORATION
6.85% NOTES DUE 2008
------------------------
USX LOGO
------------------------
GOLDMAN, SACHS & CO.
CREDIT SUISSE FIRST BOSTON
J.P. MORGAN & CO.
======================================================
