SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
(Mark one)
X Annual Report pursuant to 15(d) of the Securities Exchange Act of 1934
(Fee required)
For the fiscal year ended December 31, 1993.
OR
Transition report pursuant to Section 15(d) of the Securities Exchange
Act of 1934 (No fee required)
For the transition period from to
Commission file number 1-8864.
A. Full title of the Plan:
USG CORPORATION INVESTMENT PLAN (Formerly USG CORPORATION
INVESTMENT PLAN FOR SALARIED EMPLOYEES)
B. Name of the issuer of the securities held pursuant to the plan and the
address of its principal executive office:
USG CORPORATION, 125 SOUTH FRANKLIN STREET, CHICAGO, ILLINOIS 60606
REQUIRED INFORMATION
Financial Statements:
Plan financial statements and schedules prepared in accordance with the
financial reporting requirements of ERISA attached hereto, including a Consent
of Independent Public Auditors with respect to Form S-8 for 1993.
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the members of the Pension and Investment Committee administering the Plan
have duly caused this annual report to be signed by the undersigned thereunto
duly authorized.
USG CORPORATION INVESTMENT PLAN
By: /s/
H. E. Pendexter, Jr.
Member of Pension and Investment
Committee
Date: March 29, 1994
USG CORPORATION
INVESTMENT PLAN
REPORT ON AUDITED
FINANCIAL STATEMENTS AND
SUPPLEMENTAL SCHEDULES
YEARS ENDED DECEMBER 31, 1993 AND 1992
<PAGE>
<PAGE>
TABLE OF CONTENTS
PAGE
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS:
Statement of Net Assets Available
for Plan Benefits 2
Statement of Changes in Net Assets
Available for Plan Benefits 4
Notes to Financial Statements 6
SUPPLEMENTAL SCHEDULES:
I. Schedule of Investments Held
at Year End 12
II. Schedule of Reportable Transactions 13
<PAGE>
<PAGE>
HILL, TAYLOR & CO.
CERTIFIED PUBLIC ACCOUNTANTS
116 SOUTH MICHIGAN AVE - 11TH FLOOR
CHICAGO, ILLINOIS 60603
312/332-4964
FAX: 312/332-0181
INDEPENDENT AUDITORS' REPORT
PENSION AND INVESTMENT COMMITTEE
USG CORPORATION
CHICAGO, ILLINOIS
We have audited the accompanying statement of net assets available for plan
benefits of the USG Corporation Investment Plan as of December 31, 1993 and
1992, and the related statement of changes in net assets available for plan
benefits for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan
as of December 31, 1993 and 1992, and the changes in net assets available for
plan benefits for the years then ended in conformity with generally accepted
accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of
investments held at year end as of December 31, 1993, and reportable
transactions for the year ended December 31, 1993, are presented for purposes
of complying with the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974 and are not a required part of the basic financial statements. The
supplemental schedules have been subjected to the auditing procedures applied
in the audits of the basic financial statements and, in our opinion, are
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
/s/ Hill, Taylor & Co.
March 11, 1994
<PAGE>
<PAGE>
<TABLE>
USG CORPORATION INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1993 AND 1992
<CAPTION>
1993
---------------------------------------------------------------------------------------------
USG COMMON FIXED GOVERNMENT EQUITY FORFEITURE
STOCK INCOME INVESTMENT INDEX BALANCED GROWTH CASH
FUND FUND FUND FUND FUND FUND ACCOUNT
------------ -------------- ------------ ------------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments at
Market $ 7,808,353 $ 99,587,130 $ 4,239,684 $ 13,088,923 $ 2,085,506 $ 2,275,173 $ 19,356
Receivables:
Employer contributions
receivable --- 5,800,000 --- --- --- --- (19,000)
Employee contributions
receivable --- --- --- --- --- --- ---
Interest and
dividend receivable 77 61,796 10,749 115 27 30 53
Pending transactions
from participants'
elections for transfers
between funds or
forfeitures 1,520,393 --- 40,891 109,172 1,353,057 1,030,682 2,969
------------ -------------- ------------ ------------- ------------ ------------ ------------
Total Receivables 1,520,470 5,861,796 51,640 109,287 1,353,084 1,030,712 (15,978)
------------ -------------- ------------ ------------- ------------ ------------ ------------
Total Assets 9,328,823 105,448,926 4,291,324 13,198,210 3,438,590 3,305,885 3,378
------------ -------------- ------------ ------------- ------------ ------------ ------------
LIABILITIES:
Benefits payable 71,111 3,079,023 36,258 63,605 2,215 2,978 ---
Pending transactions
from participants'
elections for transfers
between funds or
forfeitures 14,580 3,613,797 85,595 333,753 6,027 3,412 ---
------------ -------------- ------------ ------------- ------------ ------------ ------------
Total Liabilities 85,691 6,692,820 121,853 397,358 8,242 6,390 ---
------------ -------------- ------------ ------------- ------------ ------------ ------------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $ 9,243,132 $ 98,756,106 $ 4,169,471 $ 12,800,852 $ 3,430,348 $ 3,299,495 $ 3,378
============ ============== ============ ============= ============ ============ ============
<CAPTION>
1993
---------------------------
INVESTMENT
PLAN
LOANS TOTAL
------------ --------------
<S> <C> <C>
ASSETS:
Investments at
Market --- $ 129,104,125
Receivables:
Employer contributions
receivable --- 5,781,000
Employee contributions
receivable 2,304,501 2,304,501
Interest and
dividend receivable --- 72,847
Pending transactions
from participants'
elections for transfers
between funds or
forfeitures --- 4,057,164
------------ --------------
Total Receivables 2,304,501 12,215,512
------------ --------------
Total Assets 2,304,501 141,319,637
------------ --------------
LIABILITIES:
Benefits payable --- 3,255,190
Pending transactions
from participants'
elections for transfers
between funds or
forfeitures --- 4,057,164
------------ --------------
Total Liabilities --- 7,312,354
------------ --------------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $ 2,304,501 $ 134,007,283
============ ==============
The accompanying notes to financial statements are an integral part of these statements.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
USG CORPORATION INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1993 AND 1992
(Continued)
<CAPTION>
1992
------------------------------------------------------------------------------------------------
USG COMMON FIXED GOVERNMENT EQUITY FORFEITURE
STOCK INCOME INVESTMENT INDEX CASH
FUND FUND FUND FUND ACCOUNT TOTAL
---------------- -------------- ----------------- ------------- ------------ --------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments at
Market $ 6,284,827 $ 100,617,220 $ 4,043,099 $ 10,550,343 $ 105,218 $ 121,600,707
Receivables:
Employer contributions
receivable --- 1,100,000 --- --- (80,000) 1,020,000
Employee contributions
receivable --- --- --- --- --- ---
Interest and
dividend receivable 345 20,290 11,127 98 297 32,157
Pending transactions
from participants'
elections for transfers
between funds or
forfeitures --- --- 16,889 500,850 2,495 520,234
---------------- -------------- ----------------- ------------- ------------ --------------
Total Receivables 345 1,120,290 28,016 500,948 (77,208) 1,572,391
---------------- -------------- ----------------- ------------- ------------ --------------
Total Assets 6,285,172 101,737,510 4,071,115 11,051,291 28,010 123,173,098
---------------- -------------- ----------------- ------------- ------------ --------------
LIABILITIES:
Benefits payable 165,237 3,270,597 117,105 138,349 --- 3,691,288
Accrued Administrative
expenses payable --- --- --- --- --- ---
Pending transactions
from participants'
elections for transfers
between funds or
forfeitures 345,957 174,277 --- --- --- 520,234
---------------- -------------- ----------------- ------------- ------------ --------------
Total Liabilities 511,194 3,444,874 117,105 138,349 --- 4,211,522
---------------- -------------- ----------------- ------------- ------------ --------------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $ 5,773,978 $ 98,292,636 $ 3,954,010 $ 10,912,942 $ 28,010 $ 118,961,576
================ ============== ================= ============= ============ ==============
The accompanying notes to financial statements are an integral part of these statements.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
USG CORPORATION INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
YEARS ENDED DECEMBER 31, 1993 AND 1992
<CAPTION>
1993
--------------------------------------------------------------------------------------------
USG COMMON FIXED GOVERNMENT EQUITY FORFEITURE
STOCK INCOME INVESTMENT INDEX BALANCED GROWTH CASH
FUND FUND FUND FUND FUND FUND ACCOUNT
------------ -------------- ------------ ------------- ------------ ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE
FOR PLAN BENEFITS,
beginning of year $ 5,773,978 $ 98,292,636 $ 3,954,010 $ 10,912,942 --- --- $ 28,010
------------ -------------- ------------ ------------- ------------ ------------ -----------
ADD (DEDUCT):
Corporation contributions --- 5,912,883 --- --- --- --- (25,181)
Employee contributions 270,206 8,915,065 682,747 2,166,606 335,486 472,697 ---
------------ -------------- ------------ ------------- ------------ ------------ -----------
270,206 14,827,948 682,747 2,166,606 335,486 472,697 (25,181)
------------ -------------- ------------ ------------- ------------ ------------ -----------
Income from investments:
Dividend income --- --- --- 354,332 24,137 10,733 ---
Interest income 3,918 6,306,656 127,065 --- --- --- 9,202
Realized gain (loss) on
sale of investments (4,909,950) --- --- 2,726,236 50,056 97,186 ---
Unrealized appreciation
for the year 5,770,605 --- --- (1,904,664) (17,158) (77,149) ---
------------ -------------- ------------ ------------- ------------ ------------ -----------
864,573 6,306,656 127,065 1,175,904 57,035 30,770 9,202
------------ -------------- ------------ ------------- ------------ ------------ -----------
Benefit payments and
participant withdrawals (221,782) (10,898,107) (363,269) (702,646) (3,170) (3,389) (551)
Participants' elections for
transfers between funds 2,643,203 (7,671,072) (168,524) (664,395) 3,047,024 2,802,829 10,935
Withdrawals from funds (87,046) (2,057,904) (62,558) (87,554) (6,027) (3,412) ---
due to loans to participants
Administrative expenses --- (44,051) --- (5) --- --- (19,037)
------------ -------------- ------------ ------------- ------------ ------------ -----------
Net increase (decrease) in
assets during the year 3,469,154 463,470 215,461 1,887,910 3,430,348 3,299,495 (24,632)
------------ -------------- ------------ ------------- ------------ ------------ -----------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS,
end of year $ 9,243,132 $ 98,756,106 $ 4,169,471 $ 12,800,852 $ 3,430,348 $ 3,299,495 $ 3,378
============ ============== ============ ============= ============ ============ ===========
<CAPTION>
1993
---------------------------
LOAN
ACCOUNT TOTAL
------------ --------------
<S> <C> <C>
NET ASSETS AVAILABLE
FOR PLAN BENEFITS,
beginning of year --- $ 118,961,576
------------ --------------
ADD (DEDUCT):
Corporation contributions --- 5,887,702
Employee contributions --- 12,842,807
------------ --------------
--- 18,730,509
------------ --------------
Income from investments:
Dividend income --- 389,202
Interest income --- 6,446,841
Realized gain (loss) on
sale of investments --- (2,036,472)
Unrealized appreciation
for the year --- 3,771,634
------------ --------------
--- 8,571,205
------------ --------------
Benefit payments and
participant withdrawals --- (12,192,914)
Participants' elections for
transfers between funds --- ---
Withdrawals from funds 2,304,501 ---
due to loans to participants
Administrative expenses --- (63,093)
------------ --------------
Net increase (decrease) in
assets during the year 2,304,501 15,045,707
------------ --------------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS,
end of year $ 2,304,501 $ 134,007,283
============ ==============
The accompanying notes to financial statements are an integral part of these statements.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
USG CORPORATION INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
YEARS ENDED DECEMBER 31, 1993 AND 1992
(continued)
<CAPTION>
1992
---------------------------------------------------------------------------------------
USG COMMON FIXED GOVERNMENT EQUITY FORFEITURE
STOCK INCOME INVESTMENT INDEX CASH
FUND FUND FUND FUND ACCOUNT TOTAL
------------- ------------- ------------ ------------- ------------ --------------
<S> <C> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE
FOR PLAN BENEFITS,
beginning of year $ 20,589,161 $ 88,981,872 $ 3,860,889 $ 7,486,542 $ 606,192 $ 121,524,656
ADD (DEDUCT):
Corporation contributions --- 1,098,614 --- --- (607,561) $ 491,053
Employee contributions --- 9,736,797 764,951 1,840,099 --- 12,341,847
------------- ------------- ------------ ------------- ------------ --------------
--- 10,835,411 764,951 1,840,099 (607,561) 12,832,900
------------- ------------- ------------ ------------- ------------ --------------
Income from investments:
Dividend income --- --- --- 258,983 --- 258,983
Interest income 6,856 7,012,051 156,529 --- 7,273 7,182,709
Realized gain (loss) on
sale of investments (8,582,284) --- --- 117,433 --- (8,464,851)
Unrealized appreciation
for the year (4,226,694) --- --- 346,334 --- (3,880,360)
------------- ------------- ------------ ------------- ------------ --------------
(12,802,122) 7,012,051 156,529 722,750 7,273 (4,903,519)
------------- ------------- ------------ ------------- ------------ --------------
Benefit payments and
participant withdrawals (775,469) (8,753,232) (402,142) (497,799) --- (10,428,642)
Participants' elections for
transfers between funds (1,237,592) 295,773 (426,217) 1,361,360 6,676 ---
Administrative expenses --- (79,239) --- (10) 15,430 (63,819)
------------- ------------- ------------ ------------- ------------ --------------
Net increase (decrease) in
assets during the year (14,815,183) 9,310,764 93,121 3,426,400 (578,182) (2,563,080)
------------- ------------- ------------ ------------- ------------ --------------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS,
end of year $ 5,773,978 $ 98,292,636 $ 3,954,010 $ 10,912,942 $ 28,010 $ 118,961,576
============= ============= ============ ============= ============ ==============
The accompanying notes to financial statements are an integral part of these statements
</TABLE>
<PAGE>
<PAGE>
USG CORPORATION
INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1993 AND 1992
1. DESCRIPTION OF THE PLAN
The USG Corporation Investment Plan, also known as the USG
Corporation Investment Plan for Salaried Employees prior to
January 1, 1989 ("The Plan"), was approved by the
stockholders of the Corporation on May 11, 1977, and became
effective on July 1, 1977. On January 2, 1989, the Plan was
amended and completely restated effective as of January 1,
1989 ("restated Plan"). The amendment and restatement
incorporates all prior amendments to the Plan and makes
changes to reflect the merger of the USG Corporation Savings
Plan for Hourly Employees effective January 1, 1989, and to
change the name of the Plan to the USG Corporation Investment
Plan.
The Plan was established to provide a means for eligible
hourly and salaried employees to participate in the earnings
of the Corporation, to build a supplemental retirement fund
and to provide additional disability and death benefits.
The Plan provides, among other things, that participants may
contribute up to 9% of their annual compensation to the Plan
during the year effective January 1, 1989, 15% from October
1, 1985 to December 31, 1988 and 12% prior to October 15,
1985. The amount of distributions to be made upon withdrawal
from the Plan is dependent upon the participant's and the
Corporation's contributions. The Plan requires completion of
five years of credited service in order to be 100% vested in
the Corporation contribution. Employee contributions are
always 100% vested. In addition, the Plan contains
provisions under which the entire amount credited to a
participant's account is distributable upon a participant's
retirement, disability, or death.
Employee contributions are invested by the Trustee in one of
six funds: (a) common stock of USG Corporation (USG Common
Stock Fund), (b) United States Government obligations
(Government Investment Fund), (c) other obligations providing
a fixed rate of interest (Fixed Income Fund), (d) an equity
index fund which provides investment results that are
designed to correspond to the performance of publicly traded
common stocks, as represented by the Standard & Poor's 500
Composite Stock Price Index (Equity Index Fund), (e) a
balanced fund which invests in several broadly diversified
asset classes, including domestic and foreign common stock
and bonds, preferred stocks and cash (Balanced Fund), or (f)
a growth fund which invests primarily in equity securities of
large market capitalization companies with earnings that are
expected to grow at an above-average rate, but may be further
diversified by investment of a small portion of the assets in
domestic bonds, foreign common stocks and bonds, and cash
(Growth Fund). Investment in the USG Common Stock Fund was
suspended effective January 1, 1992, but was reopened July 1,
1993.
Participants may elect to have their contributions invested
in 5% increments in any fund beginning July 1, 1993 and in
25% increments in any fund before June 30, 1993.
Participants can also change their investment election and
previous accumulated account each quarter. In order to
change their investment options, transfer their prior
accumulated account to another investment option, increase or
decrease the percent of contributions, and to make requests
for withdrawals, participants are required to provide notice
by the 15th day of the last month of any quarter.
At December 31, 1993 and 1992, the Fixed Income Fund was
primarily composed of an investment in group annuity
contracts maintained by New York Life Insurance Co.,
Metropolitan Life Insurance Co. and John Hancock Mutual Life
Insurance Co. The Equity Index Fund was invested in the
Vanguard Institutional Index Fund.
As of December 31, 1993 the Balanced Fund was invested in the
Fidelity Puritan Fund and the Growth Fund was invested in the
IDS New Dimensions Fund.
Corporation contributions, whether made in cash or stock, are
initially invested in the Fixed Income Fund. If the Trustee
is unable to invest any contributions immediately, the funds
are temporarily invested in collective investment funds and
any earnings in the fund are credited to the participants'
accounts.
The sixth amendment to the Plan was adopted in 1993 which
provides that the Corporation makes formula matching
contributions for each plan year commencing after December
31, 1992, if at least 80% of the consolidated earnings goal
of the Corporation has been met for that plan year. For each
calendar quarter commencing after December 31, 1993, the
Corporation will also make quarterly matching contributions
in an amount equal to 25% of each eligible participant's
basic contributions made during that calendar quarter not in
excess of 4% of his or her earnings for that calendar
quarter. This amendment also established a balanced fund and
a growth fund which increases the investment options under
the Plan to six. In addition, provisions for loans to
participants were established by this amendment. Certain
provisions of the sixth amendment are effective January 1,
1993, July 1, 1993 and October 1, 1993, respectively.
The Plan funds are administered under the terms of a Trust
agreement with The Northern Trust Company. The Trust
agreement provides, among other things, that the Trustee
shall keep account of all investments, receipts and
disbursements and other transactions and shall provide
annually a report setting forth such transactions and the
status of the funds at the end of the period.
The Plan is administered by the Pension and Investment
Committee, which consists of three or more members appointed
by the Board of Directors of the USG Corporation.
Administrative expenses of the Plan, except for charges such
as brokerage fees and expenses related to group annuity
contracts, are paid by the Corporation.
At December 31, 1993 and 1992, there were approximately 9,730
and 8,200 participants in the Plan, respectively.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The amounts in the accompanying statements were accumulated
from the reports of the Trustee (Note 1). The statements are
prepared on the accrual basis of accounting. Contributions
to the Plan are made throughout the year and adjustments are
made to the statements to accrue for the portion of annual
contributions unpaid at year-end.
All investments of the Plan are valued at market. Unrealized
appreciation (depreciation) of investments of the Plan
represents the change between years in the difference between
the market value and cost of the investments.
Realized gains or losses on the sale of investments are
calculated based upon the historical average cost of the
investments. Market value and cost are equal for the group
annuity contract and short-term investments.
Metropolitan Life Insurance Co., New York Life Insurance Co.
and John Hancock Mutual Life Insurance Co. group annuity
contracts earned guaranteed interest at rates varying from
5.75% to 8.77% at December 31, 1993 and 1992, respectively.
The Insurance contract earnings are calculated net of
administrative fees.
For the USG Common Stock Fund, cost is $49,882,418 and
$54,963,763 as of December 31, 1993 and 1992, respectively.
For the Equity Index Fund, market value increased $315,649
and $2,220,312 in excess of cost at December 31, 1993 and
1992, respectively. For the Balanced Fund and the Growth
Fund, market value declined by $17,158 and $77,149 less than
cost at December 31, 1993, respectively.
Pending transactions from participants' elections for
transfers between funds represent the fourth quarter
transfers between funds that were elected by participants but
have not been executed by the Trustee before year-end as well
as withdrawals from participants' accounts to make loans to
them. In order to present the proper balance of net assets
in each fund at year-end, a receivable and payable were used
to record such pending transactions and the net amount of
transfers in or out for each fund during the year was
presented in participants' elections for transfers between
funds on the accompanying statement of changes in net assets
available for plan benefits.
Benefits payable at year-end relate to amounts owed to
participants who have terminated the Plan and amounts that
are being withdrawn by active participants.
3. TAX STATUS
The Plan, as amended and restated, effective January 1, 1989,
meets the requirements of Section 401 (a) of the Internal
Revenue Code and, accordingly, its income is exempt from
Federal income tax under Section 501 (a). Employer
contributions and the income of the Plan are not taxable to
the participants until distributions are made.
4. EMPLOYER CONTRIBUTIONS
The Corporation will make a contribution with respect to each
eligible participant only if at least 80% of the
Corporation's consolidated earnings goal is met.
The Corporation matching contribution schedule was changed
for the 1993 Plan year. Beginning July 1, 1993, each 1%
increase in goal attainment from 80% to 99% of goal results
in a corresponding 1% increase in the profit sharing match,
starting at a 10% match with the attainment of 80% of
earnings goal. Each 1% increase in goal attainment from 100%
to 109% of goal will result in a 2% increase in the profit
sharing match, starting from a 30% match with attainment of
100% of goal earnings. And each 1% increase in goal
attainment from 110% and above will result in a 2.5% increase
in the profit sharing match, starting from 50% matching with
attainment of 110% of goal earnings. Before June 30, 1993,
the Corporation matching contribution was 10% with attainment
of 80% to 89.9% of earnings goal, 20% matching with
attainment of 90% to 99.9% of earnings goal, 30% matching
contribution with attainment of 100% to 109.9% of earnings
goal and 50% matching contribution with attainment of 110% to
119.9% of earnings goal. With every subsequent incremental
increase of 10 full percentage points in achievement of
consolidated earnings goal there was an incremental increase
of 25 percentage points in corporation contributions measured
as a percent of participants' contributions.
Employer contribution amounts forfeited by terminated
employees are applied as a credit against future Corporation
contributions or used to pay fees of the plan and are held in
the Forfeiture Cash Account.
5. DISTRIBUTION ON TERMINATION OF THE PLAN
In the event of any termination of the Plan, the account
balances of all affected participants shall become non-
forfeitable.
6. INVESTMENTS
The following is a summary of the Plan's investments as well
as the net realized and unrealized appreciation
(depreciation) for 1993 and 1992:
<PAGE>
<PAGE>
INVESTMENTS AT DECEMBER 31, 1993 DECEMBER 31, 1992
FAIR VALUE NET NET
DETERMINED BY APPRECIATION APPRECIATION
QUOTED MARKET FAIR (DEPRECIATION) FAIR (DEPRECIATION)
PRICE: VALUE IN FAIR VALUE VALUE IN FAIR VALUE
USG Common
Stock $ 7,779,857 $ 860,654 $ 6,087,894 $(12,808,978)
Vanguard Index
Trust 13,028,957 821,573 10,480,625 463,767
Fidelity Puritan
Fund 2,059,716 32,898 - -
IDS New Dimension
Fund 2,240,128 20,037 - -
SUB-TOTAL 25,108,658 1,735,162 16,568,519 (12,345,211)
INVESTMENTS AT
FAIR VALUE
DETERMINED BY
OTHER THAN
QUOTED MARKET
PRICE:
Mortgages,
Notes,
Contracts 76,070,985 --- 92,971,945 ---
Collective
Short-Term
Investment
Fund 27,924,482 --- 12,060,243 ---
SUB-TOTAL 103,995,467 --- 105,032,188 ---
TOTAL
INVESTMENTS $129,104,125 $ 1,735,162 $121,600,707 $(12,345,211)
<PAGE>
<PAGE>
At December 31, 1993 and 1992, the following investments exceeded 5% of the
net assets available for the Plan benefits:
1993 1992
USG Corporation Common Stock $ 7,779,857 $ 6,087,894
Metropolitan Life Insurance
Company, GAC 12577 20,330,895 28,297,618
New York Life Insurance
Company, GAC 05892 13,420,101 24,676,107
John Hancock Mutual Life
GAC 6317 42,319,989 39,998,220
Vanguard Index Trust 13,028,957 10,480,625
Collective Short Term
Investment Fund 27,889,436 8,017,144
<PAGE>
<PAGE>
7. PARTICIPANT LOANS
Effective October 1, 1993, a participant can obtain a loan
from the Plan. Under the Plan's loan provisions, the maximum
loan allowable is one half of a participant's vested account
balance or $50,000, whichever is less. The minimum loan
amount is $1,000. Additional amounts can be taken in $100
increments. The Plan restricts the participant to one
outstanding loan at a time. The loan can be repaid by the
participant over a five year period, or sooner, in full, with
interest at the prime rate. Default on a loan by a
participant will be treated as a hardship withdrawal and will
be subject to IRS tax penalties.
<PAGE>
<PAGE>
<TABLE>
SCHEDULE I
USG CORPORATION
INVESTMENT PLAN
SCHEDULE OF INVESTMENTS HELD AT YEAR END
DECEMBER 31, 1993
<CAPTION>
PRINCIPAL
AMOUNT/NUMBER OF FAIR
SHARES COST VALUE
<S> <C> <C> <C>
COMMON STOCK
USG Corporation 265,978 $ 49,882,418 $ 7,779,857
Vanguard Index Trust 294,773 12,713,308 13,028,957
Fidelity Puritan Fund 130,776 2,076,874 2,059,716
IDS New Dimension Fund 156,215 2,317,277 2,240,128
TOTAL COMMON STOCKS 847,742 66,989,877 25,108,658
CONTRACTS
New York Life Insurance
Company, GAC 05892 $ 13,420,101 13,420,101 13,420,101
Metropolitan Life Insurance
Company, GAC 12577 $ 20,330,895 20,330,895 20,330,895
John Hancock Mutual Life,
GAC 6317 $ 42,319,989 42,319,989 42,319,989
TOTAL CONTRACTS 76,070,985 76,070,985 76,070,985
SHORT-TERM INVESTMENTS
Collective Government
Short-Term Investment
Fund $ 4,239,684 4,239,684 4,239,684
Collective Short-Term
Investment Fund $ 23,684,798 23,684,798 23,684,798
TOTAL SHORT-TERM
INVESTMENTS $ 27,942,482 $ 27,942,482
TOTAL INVESTMENTS $170,985,344 $129,104,125
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SCHEDULE II
USG CORPORATION
INVESTMENT PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1993
SERIES OF TRANSACTIONS IN THE SAME SECURITY:
TOTAL COST TOTAL CURRENT NET
DESCRIPTION OF NUMBER OF OF NUMBER OF VALUE OF GAIN
SECURITY PURCHASES ASSET SALES SALES (LOSS)
Vanguard
Index Trust 50 $16,523,785 14 $14,730,191 $2,659,402
Collective
Short-term
Investment
Fund 343 44,397,291 146 28,764,683 ---
New York Life
GAC #05892 12 1,651,309 13 12,907,315 ---
Metropolitan
GAC #12577 12 1,822,405 1 9,789,128 ---
CONSENT OF INDEPENDENT PUBLIC AUDITORS
WITH RESPECT TO FORM S-8
As independent public auditors, we hereby consent to the incorporation by
reference of our report, dated March 11, 1994, appearing in the USG
Corporation Investment Plan Annual Report on Form 11-K for the fiscal year
ended December 31, 1993, into USG Corporation's previously filed Registration
Statements No. 2-94787 and 33-9948 Form S-8. It should be noted that we have
not examined any financial statements of the Investment Plan subsequent to
December 31, 1993, or performed any audit procedures subsequent to the date of
our report.
/s/ Hill, Taylor & Co.
Chicago, Illinois
March 11, 1994
