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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 March 31, 1994
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ------------ to ------------
USX CAPITAL LLC
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(Exact name of registrant as specified in its charter)
Turks and Caicos Islands 1-11303 98-0137882
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
5555 San Felipe Road, Houston, TX 77056
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(Address of principal executive offices) (Zip Code)
(713) 629-6600
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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.....No..X..
There were 4,998 shares of common stock outstanding at April 30, 1994.
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USX CAPITAL LLC
SEC FORM 10-Q
QUARTER ENDED MARCH 31, 1994
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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 LLC
STATEMENT OF OPERATIONS (Unaudited)
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<CAPTION>
Period Ended
March 31
(Dollars in millions) 1994
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<S> <C>
INTEREST INCOME
Interest income from USX $2
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NET INCOME $2
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</TABLE>
Selected notes to financial statements appear on page 6.
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<TABLE>
USX CAPITAL LLC
BALANCE SHEET (Unaudited)
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<CAPTION>
March 31
(Dollars in millions) 1994
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<S> <C>
ASSETS
Long-term note receivable from USX $316
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Total assets $316
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Mandatory Redeemable Preferred Stock,
10,000,000 shares authorized and outstanding
(redeemable at $25 per share) $250
STOCKHOLDERS' EQUITY
Common stock, $ 1 par value (5,000 shares
authorized and 4,998 shares outstanding) and
additional paid-in capital $66
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Total preferred and common stock $316
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</TABLE>
Selected notes to financial statements appear on page 6.
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<TABLE>
USX CAPITAL LLC
STATEMENT OF CASH FLOWS (Unaudited)
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<CAPTION>
Period Ended
March 31
(Dollars in millions) 1994
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<S> <C>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
OPERATING ACTIVITIES:
Net income $2
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INVESTING ACTIVITIES:
Loan to USX (316)
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FINANCING ACTIVITIES:
Issuance of preferred stock 250
Issuance of common stock 66
Dividends paid (2)
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Net cash provided from financing activities 314
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NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS -
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR -
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CASH AND CASH EQUIVALENTS AT END OF PERIOD $-
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</TABLE>
Selected notes to financial statements appear on page 6.
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USX CAPITAL LLC
SELECTED NOTES TO FINANCIAL STATEMENTS
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1. The information furnished in these financial statements is for the period
from March 3, 1994, to March 31, 1994, and 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 LLC (Company) is a limited life company organized in December
1993 under the laws of the Turks and Caicos Islands, which have no income
taxes that apply to the activities of the Company. The Company is a wholly
owned subsidiary of USX Corporation (USX), a Delaware Corporation. The
Company exists solely for the purpose of issuing preferred and common
shares and lending the proceeds thereof to USX.
2. On March 3, 1994, the Company sold 10,000,000 shares of 8-3/4% Cumulative
Monthly Income Preferred Shares (MIPS) (liquidation preference of $25 per
share) to the public for proceeds of $250 million. The MIPS are redeemable
at the option of the Company and subject to the prior consent of USX for
$25 per share on or after March 31, 1999, and will be redeemed from the
proceeds of any repayment of the loan to USX. In addition, upon final
maturity of the loan, the Company is required to redeem the MIPS. The
payments of dividends and payments on liquidation or redemption with
respect to the MIPS are guaranteed by USX.
On March 3, 1994, the Company issued 4,998 shares of common stock to USX
for $66 million.
3. Concurrent with the stock issuance, the Company loaned $316 million to USX
for a term of 50 years with interest at 8-3/4% per annum payable monthly.
USX has also agreed to pay all issue and administrative costs related to
the MIPS. At maturity and subject to certain conditions, the Company may
reloan the principal from repayment to USX for a term not to exceed another
50 years.
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USX CAPITAL LLC
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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USX Capital LLC, a wholly owned subsidiary of USX Corporation ("USX"), is a
newly formed special purpose entity organized under the laws of the Turks and
Caicos Islands. USX Capital LLC exists solely for the purpose of issuing
preferred and common shares and lending the proceeds to USX. Prior to March 3,
1994, USX Capital LLC had no operating history and was not engaged in any
activity.
On March 3, 1994, USX Capital LLC sold $250 million of 8-3/4% Cumulative
Monthly Income Preferred Shares ("MIPS") to the public and issued common stock
to USX for $66 million. Concurrently, a loan with a term of 50 years was made
to USX in an aggregate principal amount of $316 million with interest payable
monthly at an annual rate of 8-3/4%. Subject to certain conditions, USX Capital
LLC may reloan the principal from repayment to USX for a term not to exceeed
another 50 years.
Net income for the period ended March 31, 1994, was $2 million, reflecting
approximately one month of interest income received from USX at an annual rate
of 8-3/4%.
Total assets at March 31, 1994, totaled $316 million, reflecting long-term
accounts receivable relating to the principal amount of funds loaned to USX.
Stockholders' equity at March 31, 1994, was $66 million, reflecting capital
contributions from USX.
Net cash flows from operating and financing activities reflect the
transactions discussed above.
On March 31, 1994, USX Capital Management Company declared and paid
dividends for the period beginning March 3, 1994, through March 31, 1994, which
totaled $.17 per share on the MIPS and $90.49 per share on the common shares to
stockholders of record at the close of business on March 30, 1994.
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Part II - Other Information:
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Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
None
(b) REPORTS ON FORM 8-K
None
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned chief financial officer thereunto duly authorized.
USX CAPITAL LLC
(Registrant)
By USX CAPITAL MANAGEMENT COMPANY
as Manager
By /s/ J. Howard
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J. Howard
Treasurer
May 12, 1994
