-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, ACbzuIq/X4qm6+IirCIGMXPXAYQwb8x45mwpMTrdw7hhMAoqC0TXzeaAXI8g/idf /xwHNwRp3prcpQ7Sq5HDbw== 0000950124-95-001068.txt : 19950414 0000950124-95-001068.hdr.sgml : 19950414 ACCESSION NUMBER: 0000950124-95-001068 CONFORMED SUBMISSION TYPE: 11-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950411 SROS: MSE SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: USG CORP CENTRAL INDEX KEY: 0000757011 STANDARD INDUSTRIAL CLASSIFICATION: CONCRETE GYPSUM PLASTER PRODUCTS [3270] IRS NUMBER: 363329400 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-08864 FILM NUMBER: 95528061 BUSINESS ADDRESS: STREET 1: 125 S FRANKLIN ST STREET 2: DEPT. 188 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3126065439 11-K/A 1 FORM 11-K/A DATED 12-31-94 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-KA 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, 1994. ___ 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 2 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 1994. 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. --------------------------------- H.E. Pendexter, Jr. Member of Pension and Investment Committee Date: March 30, 1995 3 USG CORPORATION INVESTMENT PLAN REPORT ON AUDITED FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES YEARS ENDED DECEMBER 31, 1994 AND 1993 4 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
5 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, 1994 and 1993, 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, 1994 and 1993, 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, 1994, and reportable transactions for the year ended December 31, 1994, 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. February 27, 1995 6 USG CORPORATION INVESTMENT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS DECEMBER 31, 1994 AND 1993 1994
------------------------------------------------------------------------ USG COMMON FIXED GOVERNMENT EQUITY STOCK INCOME INVESTMENT INDEX BALANCED FUND FUND FUND FUND FUND ---------- ------ ---------- ------ -------- ASSETS: Investments at Market $8,762,990 $102,620,928 $4,101,758 $14,158,971 $5,816,611 Receivables: Employer contributions receivable --- 14,000,000 --- --- --- - - Employee loans receivable --- --- --- --- --- Interest and dividend receivable 86 63,856 18,139 23 16 Pending transactions from participants' elections for transfers between funds or forfeitures 238,879 --- 30,870 17,811 3,722 ---------- ------------ ---------- ----------- ---------- Total Receivables 238,965 14,063,856 49,009 17,834 3,738 ---------- ------------ ---------- ----------- ---------- Total Assets 9,001,955 116,684,784 4,150,767 14,176,805 5,820,349 ---------- ------------ ---------- ----------- ---------- LIABILITIES: Benefits payable 45,801 1,694,367 108,221 156,119 43,648 Pending transactions from participants' elections for transfers between funds or forfeitures --- 137,691 --- 108,836 5,231 ---------- ------------ ---------- ----------- ---------- Total Liabilities 45,801 1,832,058 108,221 264,955 48,879 ---------- ------------ ---------- ----------- ---------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $8,956,154 $114,852,726 $4,042,546 $13,911,850 $5,771,470 ========== ============ ========== ============ ========== FORFEITURE INVESTMENT GROWTH CASH PLAN FUND ACCOUNT LOANS TOTAL ----- --------- ---------- ----- ASSETS: Investments at Market $6,058,221 $29,121 $ --- $141,548,600 Receivables: Employer contributions receivable --- --- --- 14,000,000 Employee loans receivable --- --- 5,240,156 5,240,156 Interest and dividend receivable 16 127 --- 82,263 Pending transactions from participants' elections for transfers between funds or forfeitures --- 5,911 --- 297,193 ---------- ------------ ---------- ----------- Total Receivables 16 6,038 5,240,156 19,619,612 ---------- ------------ ---------- ------------ Total Assets 6,058,237 35,159 5,240,156 161,168,212 ---------- ------------ ---------- ------------ LIABILITIES: Benefits payable 63,872 17,424 --- 2,129,452 Pending transactions from participants' elections for transfers between funds or forfeitures 45,435 --- 363,448 660,641 ---------- ------------ ---------- ------------ Total Liabilities 109,307 17,424 363,448 2,790,093 ---------- ------------ ---------- ------------ NET ASSETS AVAILABLE FOR PLAN BENEFITS $5,948,930 $17,735 $4,876,708 $158,378,119 ========== ============ ========== ============
The accompanying notes to financial statements are an integral part of these statements. - 2 - 7 USG CORPORATION INVESTMENT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS DECEMBER 31, 1994 AND 1993 1993
--------------------------------------------------------------------------- USG COMMON FIXED GOVERNMENT EQUITY STOCK INCOME INVESTMENT INDEX BALANCED FUND FUND FUND FUND FUND --------- ------ ---------- ------ -------- ASSETS: Investments at Market $7,808,353 $ 99,587,130 $4,239,684 $ 13,088,923 $2,085,506 Receivables: Employer contributions receivable --- 5,800,000 --- --- --- Employee loans receivable --- --- --- --- --- Interest and dividend receivable 77 61,796 10,749 115 27 Pending transactions from participants' elections for transfers between funds or forfeitures 1,520,393 --- 40,891 109,172 1,353,057 ---------- ------------ ---------- ------------ ---------- Total Receivables 1,520,470 5,861,796 51,640 109,287 1,353,084 ---------- ------------ ---------- ------------ ---------- Total Assets 9,328,823 105,448,926 4,291,324 13,198,210 3,438,590 ---------- ------------ ---------- ------------ ---------- LIABILITIES: Benefits payable 71,111 3,079,023 36,258 63,605 2,215 Pending transactions from participants' elections for transfers between funds or forfeitures 14,580 3,613,797 85,595 333,753 6,027 ---------- ------------ ---------- ------------ ---------- Total Liabilities 85,691 6,692,820 121,853 397,358 8,242 ---------- ------------ ---------- ------------ ---------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $9,243,132 $ 98,756,106 $4,169,471 $ 12,800,852 $3,430,348 ========== ============ ========== ============ ========== FORFEITURE INVESTMENT GROWTH CASH PLAN FUND ACCOUNT LOANS TOTAL ------ ----------- ---------- ----- ASSETS: Investments at Market $2,275,173 $ 19,356 --- $129,104,125 Receivables: Employer contributions receivable --- (19,000) --- 5,781,000 Employee loans receivable --- --- 2,304,501 2,304,501 Interest and dividend receivable 30 53 --- 72,847 Pending transactions from participants' elections for transfers between funds or forfeitures 1,030,682 2,969 --- 4,057,164 ---------- ------------ ---------- ------------ Total Receivables 1,030,712 (15,978) 2,304,501 12,215,512 ---------- ------------ ---------- ------------ Total Assets 3,305,885 3,378 2,304,501 141,319,637 ---------- ------------ ---------- ------------ LIABILITIES: Benefits payable 2,978 --- --- 3,255,190 Pending transactions from participants' elections for transfers between funds or forfeitures 3,412 --- --- 4,057,164 ---------- ------------ ---------- ------------ Total Liabilities 6,390 --- --- 7,312,354 ---------- ------------ ---------- ------------ NET ASSETS AVAILABLE FOR PLAN BENEFITS $3,299,495 $ 3,378 $2,304,501 $134,007,283 ========== ============ ========== ============
The accompanying notes to financial statements are an integral part of these statements. - 3 - 8 USG CORPORATION INVESTMENT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS YEARS ENDED DECEMBER 31, 1994 AND 1993 1994
USG COMMON FIXED GOVERNMENT EQUITY STOCK INCOME INVESTMENT INDEX BALANCED GROWTH FUND FUND FUND FUND FUND FUND ---------- ------ ---------- ----- -------- ------ NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of year $9,243,132 $98,756,106 $4,169,471 $12,800,852 $3,430,348 $3,299,495 ---------- ----------- ---------- ----------- ---------- ---------- ADD (DEDUCT): Corporation contributions -- 16,273,711 -- -- -- -- Employee contributions 1,499,307 7,911,878 537,884 2,017,850 1,084,472 1,591,117 ---------- ----------- ---------- ----------- ---------- ---------- 1,499,307 24,185,589 537,884 2,017,850 1,084,472 1,591,117 ---------- ----------- ---------- ----------- ---------- ---------- Income from investments: Dividend income -- -- -- 391,793 184,263 89,396 Interest income 47,179 5,931,203 162,048 1,217 1,525 1,050 Realized gain (loss) on sale of investments (584,641) -- -- 101,842 251,991 216,748 Unrealized depreciation for the year (3,060,319) -- -- (308,121) (372,372) (407,334) ---------- ----------- ---------- ----------- ---------- ---------- (3,597,781) 5,931,203 162,048 186,731 65,407 (100,140) ---------- ----------- ---------- ----------- ---------- ---------- Benefit payments and participant withdrawals (264,030) (7,553,496) (438,426) (629,232) (117,860) (105,267) Participants' elections for transfers between funds 2,144,303 (4,086,076) (362,048) (371,181) 1,412,268 1,242,458 Withdrawals from funds (68,777) (2,364,944) (26,383) (93,170) (103,165) 21,267 due to loans Administrative expenses -- (15,656) -- -- -- ---------- ----------- ---------- ----------- ---------- ---------- Net increase (decrease) in assets during the year (286,978) 16,096,620 (126,925) 1,110,998 2,341,122 2,649,435 ---------- ----------- ---------- ----------- ---------- ---------- NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of year $8,956,154 $114,852,726 $4,042,546 $13,911,850 $5,771,470 $5,948,930 ========== ============ ========== =========== ========== ========== FORFEITURE CASH LOAN ACCOUNT ACCOUNT TOTAL --------- ------- ----- NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of year $3,378 $2,304,501 $134,007,283 ------ ---------- ------------ ADD (DEDUCT): Corporation contributions -- -- 16,273,711 Employee contributions -- -- 14,642,508 ------ ---------- ------------ -- -- 30,916,219 ------ ---------- ------------ Income from investments: Dividend income -- -- 665,452 Interest income 1,774 131,660 6,277,656 Realized gain (loss) on sale of investments -- -- (14,060) Unrealized depreciation for the year -- -- (4,148,146) ------ ---------- ------------ 1,774 131,660 2,780,902 ------ ---------- ------------ Benefit payments and participant withdrawals (7,693) (194,625) (9,310,629) Participants' elections for transfers between funds 20,276 -- -- Withdrawals from funds -- 2,635,172 -- due to loans Administrative expenses -- -- (15,656) ------ ---------- ------------ Net increase (decrease) in assets during the year 14,357 2,572,207 24,370,836 ------ ---------- ------------ NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of year $17,735 $4,876,708 $158,378,119 ======= ========== ============
The accompanying notes to financial statements are an integral part of these statements. - 4 - 9 USG CORPORATION INVESTMENT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS YEARS ENDED DECEMBER 31, 1994 AND 1993 1993
USG COMMON FIXED GOVERNMENT EQUITY STOCK INCOME INVESTMENT INDEX BALANCED FUND FUND FUND FUND FUND ---------- ----- ---------- ------ -------- NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of year $5,773,978 $98,292,636 $3,954,010 $10,912,942 -- ---------- ----------- ---------- ----------- ------- ADD (DEDUCT): Corporation contributions -- 5,912,883 -- -- -- Employee contributions 270,206 8,915,065 682,747 2,166,606 335,486 ---------- ----------- ---------- ----------- ------- 270,206 14,827,948 682,747 2,166,606 335,486 ---------- ----------- ---------- ----------- ------- Income from investments: Dividend income -- -- -- 354,332 24,137 Interest income 3,918 6,306,656 127,065 -- -- Realized gain (loss) on sale of investments (4,909,950) -- -- 2,726,236 50,056 Unrealized depreciation for the year 5,770,605 -- -- (1,904,664) (17,158) ---------- ----------- ---------- ----------- ------- 864,573 6,306,656 127,065 1,175,904 57,035 ---------- ----------- ---------- ----------- ------- Benefit payments and participant withdrawals (221,782) (10,898,107) (363,269) (702,646) (3,170) Participants' elections for transfers between funds 2,643,203 (7,671,072) (168,524) (664,395) 3,047,024 Withdrawals from funds (87,046) (2,057,904) (62,558) (87,554) (6,027) due to loans Administrative expenses -- (44,051) -- (5) -- ---------- ----------- ---------- ----------- ------- Net increase (decrease) in assets during the year 3,469,154 463,470 215,461 1,887,910 3,430,348 ---------- ----------- ---------- ----------- ------- NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of year $9,243,132 $98,756,106 $4,169,471 $12,800,852 $3,430,348 ========== =========== ========== =========== ========== FORFEITURE GROWTH CASH LOAN FUND ACCOUNT ACCOUNT TOTAL NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of year -- $28,010 -- $118,961,576 ---------- ------- ---------- ------------ ADD (DEDUCT): Corporation contributions -- (25,181) -- 5,887,702 Employee contributions 472,697 -- -- 12,842,807 ---------- ------- ---------- ------------ 472,697 (25,181) -- 18,730,509 ---------- ------- ---------- ------------ Income from investments: Dividend income 10,733 -- -- 389,202 Interest income -- 9,202 -- 6,446,841 Realized gain (loss) on sale of investments 97,186 -- -- (2,036,472) Unrealized depreciation for the year (77,149) -- -- 3,771,634 ---------- ------- ---------- ------------ 30,770 9,202 -- 8,571,205 ---------- ------- ---------- ------------ Benefit payments and participant withdrawals (3,389) (551) -- (12,192,914) Participants' elections for transfers between funds 2,802,829 10,935 -- -- Withdrawals from funds (3,412) -- 2,304,501 -- due to loans Administrative expenses -- (19,037) -- (63,093) Net increase (decrease) in assets during the year 3,299,495 (24,632) 2,304,501 15,045,707 ---------- ------- ---------- ------------ NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of year $3,299,495 $3,378 $2,304,501 $134,007,283 ========== ====== ========== ============
The accompanying notes to financial statements are an integral part of these statements. - 5 - 10 USG CORPORATION INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1994 AND 1993 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. - 6 - 11 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, 1994 and 1993, the Fixed Income Fund was primarily composed of an investment in group annuity contracts maintained by Provident 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, 1994 and 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 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. - 7 - 12 At December 31, 1994 and 1993, there were approximately 10,188 and 9,730 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., Provident Life Insurance Co. and John Hancock Mutual Life Insurance Co. group annuity contracts earned guaranteed interest at rates varying from 5.75% to 7.76% at December 31, 1994. The rates for 1993 ranged from 5.75% to 8.77%. The Insurance contract earnings are calculated net of administrative fees. For the USG Common Stock Fund, cost is $53,616,499 and $49,882,418 as of December 31, 1994 and 1993, respectively. For the Equity Index Fund, market value increased $7,528 and $315,649 in excess of cost at December 31, 1994 and 1993, respectively. For the Balanced Fund and the Growth Fund, market value declined by $389,530 and $484,484 less than cost at December 31, 1994, 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. - 8 - 13 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. - 9 - 14 6. INVESTMENTS The following is a summary of the Plan's investments as well as the net realized and unrealized appreciation (depreciation) for 1994 and 1993:
INVESTMENTS AT DECEMBER 31, 1994 DECEMBER 31, 1993 -------------------------- --------------------------- 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 $ 8,762,813 $ (3,644,960) $ 7,779,857 $ 860,654 Vanguard Index Trust 14,105,363 (206,279) 13,028,957 821,573 Fidelity Puritan Fund 5,787,179 (120,381) 2,059,716 32,898 IDS New Dimension Fund 6,016,093 (190,586) 2,240,128 20,037 ----------- ------------ ----------- ------------ SUB-TOTAL 34,671,448 (4,162,206) 25,108,658 1,735,162 INVESTMENTS AT FAIR VALUE DETERMINED BY OTHER THAN QUOTED MARKET PRICE: - -------------- Mortgages, Notes, Contracts 88,626,521 --- 76,070,985 --- Collective Short-Term Investment Fund 18,250,631 --- 27,924,482 --- ------------ ------------ ------------ ------------ SUB-TOTAL 106,877,152 --- 103,995,467 --- ------------ ------------ ------------ ------------ TOTAL INVESTMENTS $141,548,600 $ (4,162,206) $129,104,125 $ 1,735,162 ============ ============= ============ ============
- 10 - 15 At December 31, 1994 and 1993, the following investments exceeded 5% of the net assets available for the Plan benefits:
1994 1993 ------------ ----------- USG Corporation Common Stock $ 8,762,813 $ 7,779,857 Metropolitan Life Insurance Company, GAC 12577 10,955,303 20,330,895 Metropolitan Life Insurance Company, GAC 13908 12,107,915 -- Provident Life Insurance Company, GAC 627-05701 20,809,915 -- New York Life Insurance Company, GAC 05892 -- 13,420,101 John Hancock Mutual Life GAC 6317 44,753,388 42,319,989 Vanguard Index Trust 14,105,363 13,028,957 Collective Short Term Investment Fund 18,250,631 27,889,436
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. - 11 - 16 SCHEDULE I USG CORPORATION INVESTMENT PLAN SCHEDULE OF INVESTMENTS HELD AT YEAR END DECEMBER 31, 1994
PRINCIPAL AMOUNT/NUMBER OF FAIR SHARES COST VALUE ---------------- ------------ ------------- COMMON STOCK - ------------ USG Corporation 449,375 $ 53,616,499 $ 8,762,813 Vanguard Index Trust 326,362 14,097,835 14,105,363 IDS New Dimension Fund 452,678 6,500,577 6,016,093 Fidelity Puritan Fund 390,762 6,176,709 5,787,179 -------- ----------- ------------ TOTAL COMMON STOCKS 1,619,177 80,391,620 34,671,448 --------- ------------ ------------ CONTRACTS - --------- Metropolitan Life Insurance Company, GAC 13908 $12,107,915 12,107,915 12,107,915 Metropolitan Life Insurance Company, GAC 12577 $10,955,303 10,955,303 10,955,303 Provident Life Insurance Company, GAC 627-05701 $20,809,915 20,809,915 20,809,915 John Hancock Mutual Life, GAC 6317 $44,753,388 44,753,388 44,753,388 ----------- ---------- ---------- TOTAL CONTRACTS $88,626,521 88,626,521 88,626,521 ----------- ---------- ---------- SHORT-TERM INVESTMENTS - ---------------------- Collective Government Short-Term Investment Fund $ 4,101,759 4,101,759 4,101,759 Collective Short-Term Investment Fund $14,148,872 14,148,872 14,148,872 ------------ ------------ TOTAL SHORT-TERM INVESTMENTS $ 18,250,631 $ 18,250,631 ------------ ------------ TOTAL INVESTMENTS $187,268,772 $141,548,600 ============ ============
- 12 - 17 SCHEDULE II USG CORPORATION INVESTMENT PLAN SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1994 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) -------------- --------- ----------- ---------- --------- --------- Collective Short-term Investment Fund 430 $80,783,209 222 $91,235,290 --- New York Life GAC #05892 7 590,151 7 14,010,252 --- Metropolitan GAC #12577 12 1,174,151 1 10,549,743 --- Provident Life GAC #627-05701 9 20,809,915 - --- --- Metropolitan GAC #13908 3 12,107,914 - --- ---
- 13 - 18 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 February 27, 1995, appearing in the USG Corporation Investment Plan Annual Report on Form 11-K for the year ended December 31, 1994, into USG Corporation's previously filed Registration Statements No.2-94787 and 33-9948 on Form S-8. It should be noted that we have not examined any financial statements of the Investment Plan subsequent to December 31, 1994, or performed any audit procedures subsequent to the date of our report. /s/ Hill, Taylor & Co. Chicago, Illinois February 27, 1995 -----END PRIVACY-ENHANCED MESSAGE-----