<PAGE> 1
FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 1997
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ------------ to ------------
USX CAPITAL TRUST I
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(Exact name of registrant as specified in its charter)
Delaware 1-5153-01 23-2886802
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
101 Barclay Street, New York, New York 10286
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(Address of principal executive offices) (Zip Code)
(212) 815-5192
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(Registrant's telephone number,
including area code)
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Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes..X...No.....
There were 121,768 shares of common securities outstanding at October 31, 1997.
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USX CAPITAL TRUST I
SEC FORM 10-Q
QUARTER ENDED SEPTEMBER 30, 1997
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INDEX Page
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements:
Statement of Operations 3
Balance Sheet 4
Statement of Cash Flows 5
Selected Notes to
Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 7
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 8
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Part I - Financial Information:
<TABLE>
USX CAPITAL TRUST I
STATEMENT OF OPERATIONS (Unaudited)
--------------------------------------------
<CAPTION>
Three Months Six Months
Ended Ended
September 30 September 30
(Dollars in millions) 1997 1997
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<S> <C> <C>
INTEREST INCOME
Interest income from USX $4 $7
-- --
NET INCOME $4 $7
== ==
<FN>
Selected notes to financial statements appear on page 6.
</TABLE>
<PAGE> 4
<TABLE>
USX CAPITAL TRUST I
BALANCE SHEET (Unaudited)
----------------------------------------
<CAPTION>
September 30
(Dollars in millions) 1997
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<S> <C>
ASSETS
Investment in USX 6.75% Convertible Junior Subordinated
Debentures Due 2037 $188
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Total $188
====
Mandatorily Redeemable 6.75% Convertible Quarterly Income
Preferred Securities-3,937,163 securities issued $182
COMMON EQUITY
Common securities, $50 initial liquidation amount per
security, 121,768 securities issued 6
----
Total $188
====
<FN>
Selected notes to financial statements appear on page 6.
</TABLE>
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<TABLE>
USX CAPITAL TRUST I
STATEMENT OF CASH FLOWS (Unaudited)
------------------------------------------------
<CAPTION>
Six Months
Ended
September 30
(Dollars in millions) 1997
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<S> <C>
CASH FLOWS PROVIDED BY OPERATIONS
Net income $7
-----
CASH FLOWS FROM FINANCING ACTIVITIES
Cash distributions (7)
-----
NET INCREASE (DECREASE) IN CASH -
CASH AT BEGINNING OF PERIOD -
-----
CASH AT END OF PERIOD $-
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NONCASH INVESTING AND FINANCING ACTIVITIES:
The Trust exchanged its Mandatorily Redeemable 6.75%
Convertible Quarterly Income Preferred Securities and
Common Securities for USX 6.75% Convertible Junior
Subordinated Debentures Due 2037 $188
<FN>
Selected notes to financial statements appear on page 6.
</TABLE>
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USX CAPITAL TRUST I
SELECTED NOTES TO FINANCIAL STATEMENTS
----------------------------------------
(Unaudited)
1. The information furnished in these financial statements is unaudited
but, in the opinion of management, reflects all adjustments necessary for a
fair presentation of the results for the period covered. All such
adjustments are of a normal recurring nature unless disclosed otherwise.
These financial statements, including selected notes, have been prepared in
accordance with the applicable rules of the Securities and Exchange
Commission and do not include all of the information and disclosures
required by generally accepted accounting principles for complete financial
statements.
USX Capital Trust I ("Trust") is a statutory business trust that was
formed on March 13, 1997, under the Delaware Business Trust Act. The Trust
exists for the sole purpose of (a) issuing its Trust Securities in exchange
for Convertible Debentures having an aggregate principal amount equal to
the aggregate initial liquidation amount of such Trust Securities and (b)
engaging in such other activities as are necessary and incidental thereto.
The Trust is a "grantor trust" for federal income tax purposes.
Accordingly, no tax provision has been established as the Trust's
activities are non-taxable.
2. In May 1997, the Trust exchanged 3.9 million of its Mandatorily
Redeemable 6.75% Convertible Quarterly Income Preferred Securities ("Trust
Preferred Securities") and .1 million shares of its common securities,
initial liquidation amount $50 per security ("Trust Common Securities") for
6.75% Convertible Junior Subordinated Debentures Due 2037 ("Convertible
Debentures") of USX Corporation ("USX"). USX subsequently exchanged 3.9
million Trust Preferred Securities for an equivalent number of shares of
its outstanding 6.50% Cumulative Convertible Preferred Stock. USX owns all
of the Trust Common Securities of the Trust.
The Trust Preferred Securities are convertible at any time prior to
the close of business on March 31, 2037, (unless such right is terminated
earlier under certain circumstances) at the option of the holder, into
shares of USX-U. S. Steel Group Common Stock ("Steel Stock") at a
conversion price of $46.25 per share of Steel Stock (equivalent to a
conversion ratio of 1.081 shares of Steel Stock for each Trust Preferred
Security), subject to adjustment in certain circumstances.
The Trust Preferred Securities may be redeemed at any time at the
option of USX, initially at a premium of 103.90% of the initial liquidation
amount through March 31, 1998, and thereafter, declining annually to the
initial liquidation amount on April 1, 2003 and thereafter. They are
mandatorily redeemable at March 31, 2037, or earlier under certain
circumstances.
Payments related to quarterly distributions, which accumulate, and to
the payment of redemption and liquidation amounts on the Trust Preferred
Securities by the Trust are guaranteed by USX on a subordinated basis.
3. USX paid the initial transaction costs and is required to pay all
Trust and Trustee expenses.
<PAGE> 7
USX CAPITAL TRUST I
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
USX Capital Trust I ("Trust") is a statutory business trust that was formed
on March 13, 1997, under the Delaware Business Trust Act. The Trust exists for
the sole purpose of (a) issuing its Trust Securities in exchange for Convertible
Debentures having an aggregate principal amount equal to the aggregate initial
liquidation amount of such Trust Securities and (b) engaging in such other
activities as are necessary and incidental thereto.
In May 1997, the Trust exchanged 3.9 million of its Mandatorily Redeemable
6.75% Convertible Quarterly Income Preferred Securities ("Trust Preferred
Securities") and 0.1 million shares of its common securities ("Trust Common
Securities") for 6.75% Convertible Junior Subordinated Debentures Due 2037
("Convertible Debentures") of USX Corporation ("USX"). USX subsequently
exchanged 3.9 million Trust Preferred Securities for an equivalent number of
shares of its outstanding 6.50% Cumulative Convertible Preferred Stock.
Pursuant to the transactions described above and in Note 2 on page 6, the
Trust recorded net income of $4 million for the quarter ended September 30,
1997, reflecting three months of interest income received from USX at an annual
rate of 6.75%.
Assets of the Trust at September 30, 1997, were $188 million, reflecting
Convertible Debentures of USX.
Trust Preferred Securities of $182 million reflected 3.9 million securities
at their fair market value at the time of the exchange. Common equity at
September 30, 1997, was $6 million, reflecting 0.1 million Trust Common
Securities with an aggregate initial liquidation amount of $50 per security.
(The Trust Preferred Securities and the Trust Common Securities are together
referred to as the "Trust Securities").
Cash Flows Provided by Operations, Cash Flows from Financing Activities and
Noncash Investing and Financing Activities reflect the transactions discussed
above.
On September 30, 1997, the Trust made cash distributions of $4 million on
the Trust Securities for the quarter ended September 30, 1997, to holders of
record on September 29, 1997.
<PAGE> 8
Part II - Other Information:
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Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
3.1 Certificate of Trust of the Trust Incorporated by
reference to Exhibit
3.1 to Registration
Statement on Form
S-4 (Registration
No. 333-23291-01).
4.1 Form of Amended and Restated Declaration of
Trust of the Trust, including form of Trust
Convertible Preferred Security Incorporated by
reference to USX
Corporation Form 8-K
dated May 16, 1997
(Commission File
No.1-5153).
27.Financial Data Schedule
(b) REPORTS ON FORM 8-K
None
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned Trustee thereunto duly authorized.
USX CAPITAL TRUST I
(Registrant)
By /s/ A. G. Adkins
--------------------------
A. G. Adkins
Trustee
November 12, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 188
<CURRENT-LIABILITIES> 0
<BONDS> 0
182
0
<COMMON> 6
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 188
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 7
<INCOME-TAX> 0
<INCOME-CONTINUING> 7
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
