UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported):
September 24, 1996
USX Corporation
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(Exact name of registrant as specified in its charter)
Delaware 1-5153 25-0996816
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
600 Grant Street, Pittsburgh, PA 15219-4776
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(Address of principal executive offices) (Zip Code)
(412) 433-1121
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(Registrant's telephone number,
including area code)
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Item 5. Other Events
In order to take advantage of "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, USX Corporation ("USX") is filing the following
cautionary language identifying important factors that could cause actual
outcomes to differ materially from projections in forward-looking statements
made by, or on behalf of, USX management, concerning the Marathon Group.
USX-Marathon Group
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Cautionary Statement Concerning Forward-Looking Statements
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The Marathon Group periodically provides forward-looking information concerning
trends, demand, commitments, material events and other contingencies potentially
affecting its businesses. Such forward-looking information may include, but is
not limited to, levels of sales, gross margins or income; levels of capital,
exploration, environmental or maintenance expenditures; the success or timing of
completion of ongoing or anticipated capital, exploration or maintenance
projects; volumes of production, sales, throughput or shipments of liquid
hydrocarbons, natural gas and refined products; levels of reserves, proved or
otherwise, of liquid hydrocarbons or natural gas; the acquisition or divestiture
of assets; the effect of restructuring or reorganization of business components;
the potential effect of judicial proceedings on the business and financial
condition; and the anticipated effects of actions of third parties such as
competitors, or federal, state or local regulatory authorities. Forward-looking
statements typically contain words such as anticipates, believes, estimates,
expects, forecasts, predicts or projects, suggesting that future outcomes are
uncertain and could differ from those projected.
In accordance with the "Safe Harbor" provisions of the Private Securities
Litigation Reform Act of 1995, the following discussion is intended to identify
important factors ( though not necessarily all such factors ) that could cause
future outcomes to differ materially from those projected in forward-looking
statements.
The oil and gas industry is characterized by a large number of companies, none
of which is dominant within the industry, but a number of which have greater
resources than Marathon. Marathon must compete with these companies for the
rights to explore for oil and gas. Marathon's expectations as to sales levels,
margins and income are based upon assumptions as to future prices and volumes of
crude oil, natural gas and refined products. Prices have historically been
volatile and have frequently been driven by unpredictable changes in supply and
demand resulting from fluctuations in economic activity and political
developments in the world's major oil and gas producing areas, including OPEC
member countries. Any substantial decline in such prices could have a
material adverse effect on Marathon's results of operations. A decline in
such prices could also adversely affect the quantity of crude oil and natural
gas reserves that can be economically produced and the amount of capital
available for exploration and development.
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Projected production levels for crude oil and natural gas are based on a number
of assumptions, including (among others) prices, supply and demand, regulatory
constraints, reserve estimates, production decline rates for mature fields,
reserve replacement rates, and geological and operating considerations. These
assumptions may prove to be inaccurate. Exploration and production operations
are subject to various hazards, including explosions, fires and uncontrollable
flows of oil and gas. Offshore production and marine operations in areas such
as the Gulf of Mexico and the North Sea are also subject to severe weather
conditions such as hurricanes or violent storms or other hazards. Development
of new production properties in countries outside the United States may require
protracted negotiations with host governments and are frequently subject to
political considerations, such as tax regulations, which could adversely affect
the economics of projects. In addition, with respect to the Sakhalin II project
in Russia, certain Russian laws and normative acts at the Russian Federation and
local levels need to be brought into compliance with the existing Production
Sharing Agreement Law, and development plans need to be finalized prior to final
commitment by the shareholders of Sakhalin Energy.
Marathon conducts refining, marketing and transportation operations primarily in
the Midwest and Southeast. The profitability of these operations depends
largely on the margin between the cost of crude oil to the refinery and the
selling prices of refined products. Marathon is a net purchaser of crude oil
in order to satisfy a substantial portion of its refinery throughput
requirements. As a result, its overall profitability could be adversely
affected by rising crude oil prices or supply constraints. Refined product
margins have been historically volatile and vary with the level of economic
activity in the various marketing areas, the regulatory climate and the
available supply of refined products. Gross margins on merchandise, food and
cigarettes sold at retail outlets tend to moderate the volatility experienced
in the retail sale of refined products. Environmental regulations, particularly
the 1990 Amendments to the Clean Air Act, have imposed (and are expected to
continue to impose) increasingly stringent and costly requirements on refining
and marketing operations which may have an adverse effect on margins. Refining,
marketing and transportation operations are subject to business interruptions
due to unforeseen events such as explosions, fires, crude oil or refined product
spills, inclement weather, or labor disputes.
Longer-term projections of corporate strategy, including the viability, timing
or expenditures required for capital projects, can be affected by changes in
technology, especially innovations in processes used in the exploration,
production or refining of hydrocarbons. While specific future changes are
difficult to project, recent innovations affecting the oil industry include the
development of three-dimensional seismic imaging and deep-water and horizontal
drilling capabilities.
Holders of Marathon Stock are holders of common stock of USX and are subject to
all the risks associated with an investment in USX and all of its businesses and
liabilities. Financial impacts arising from any of the groups, including the
USX-U. S. Steel Group and USX-Delhi Group, which affect the overall cost of
USX's capital could affect the results of operations and financial condition
of all groups.
For further discussion of certain of these factors and their potential effects
on the businesses of the Marathon Group, see Item 1. Business, and Management's
Discussion and Analysis in the 1995 USX Corporation Form 10-K, and Management's
Discussion and Analysis in Form 10-Q for the periods ending March 31, and June
30, 1996.
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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
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Lewis B. Jones
Vice President & Comptroller
Dated: September 24, 1996