Item 1. BUSINESS
(a) General Development of Business
United States Gypsum Company ("U.S. Gypsum") was incorporated in 1901. USG Corporation (together with its subsidiaries, called "USG" or the "Corporation") was incorporated in Delaware on October 22, 1984. By a vote of stockholders on December 19, 1984, U.S. Gypsum became a wholly owned subsidiary of the Corporation and the stockholders of U.S. Gypsum became the stockholders of the Corporation, all effective January 1, 1985.
In 1988, the Corporation incurred approximately $2.5 billion in debt primarily to finance a plan of recapitalization in response to an unsolicited takeover attempt. As a result of high leverage and a severe cyclical downturn in its construction-based markets, the Corporation initiated a comprehensive restructuring of its debt (the "Restructuring") in 1990 that was completed on May 6, 1993, through implementation of a "prepackaged" plan of reorganization under United States bankruptcy law. In accordance with the prepackaged plan, $1.4 billion of debt and accrued interest was converted into equity and interest expense was significantly reduced. The Corporation accounted for the Restructuring using the principles of fresh start accounting as required by AICPA Statement of Position 90-7, "Financial Reporting by Entities in Reorganization under the Bankruptcy Code." Pursuant to such principles, individual assets and liabilities were adjusted to fair market values as of May 6, 1993. Excess reorganization value, the portion of the reorganization value not attributable to specific assets, amounted to $851 million and is currently being amortized over a five-year period through April 1998. Due to the Restructuring and implementation of fresh start accounting, financial statements subsequent to May 6, 1993, are not comparable to financial statements through that date.
In 1994, the Corporation implemented a refinancing that included (i) a public offering of common stock and (ii) the issuance of $150 million of 9.25% senior notes due 2001 in exchange for cash and 8.0% senior notes due 1996 and 1997. In 1995, the Corporation completed a refinancing that included: (i) the establishment of a new seven-year revolving credit facility to replace the existing bank credit agreement (ii) the sale of $150 million aggregate principal amount of 8.5% senior notes due 2005 and (iii) the redemption of the Corporation's 10.25% senior notes due 2002. As a result of refinancings and debt repayments, the Corporation reduced its principal amount of total debt to $772 million as of December 31, 1996, from $1,556 million as of May 6, 1993.
In the fourth quarter of 1996, the Corporation purchased the minority interest in its Canadian subsidiary, CGC Inc. ("CGC"). The common shares which had been publicly held totaled approximately 6 million and were acquired at a price of $11 (Canadian) per share. The total amount paid in U.S. dollars for the shares was $49 million.
(b) Financial Information About Industry Segments
Financial information and other related disclosure pertaining to the Corporation's industry segments set forth under "Notes to Financial Statements - Note 14. Industry and Geographic Segments" of the Corporation's 1996 Annual Report to Stockholders is incorporated herein by reference.
(c) Narrative Description of Business
Through its subsidiaries, USG is a leading manufacturer and distributor of building materials producing a wide range of products for use in new residential and nonresidential construction and repair and remodel, as well as products used in certain industrial processes. USG's operations are organized into two core businesses: North American Gypsum and Worldwide Ceilings.
North American Gypsum
Business
North American Gypsum, which manufactures and markets gypsum and related products in the United States, Canada and Mexico, includes U.S. Gypsum and L&W Supply Corporation ("L&W Supply") in the United States, the gypsum business of CGC in Canada and Yeso Panamericano S.A. de C.V. in Mexico. U.S. Gypsum is the largest producer of gypsum wallboard in the United States and accounted for nearly one-third of total domestic gypsum wallboard sales in 1996. L&W Supply is the country's largest distributor of wallboard and related products and in 1996 distributed approximately 9.5% of all gypsum wallboard in the United States (including approximately 25% of U.S. Gypsum's wallboard production).
Products
North American Gypsum manufactures and markets building and industrial products used in a variety of applications. Gypsum panel products are used to finish the interior walls and ceilings in residential, commercial and mobile home construction. These products provide aesthetic as well as sound-dampening and fire-retarding value. The majority of these products are sold under the SHEETROCK brand name. Also sold under the SHEETROCK brand name is a line of joint compounds used for finishing wallboard joints. The DUROCK line of cement board and accessories provides fire-resistant and water-damage resistant assemblies for both interior and exterior construction. The Corporation also produces a variety of plaster products used to provide a custom finish for residential and commercial interiors. Like SHEETROCK brand wallboard, these products provide aesthetic, sound-dampening and fire-retarding value. Plaster products are sold under the trade names of RED TOP, IMPERIAL and DIAMOND. The Corporation also produces gypsum-based products for agricultural and industrial customers to use in a number of applications, including soil conditioning, road repair, fireproofing and ceramics.
Manufacturing
North American Gypsum's products are manufactured at 43 plants located throughout the United States, eastern Canada and in central Mexico. In November 1996, the Corporation announced a plan to build a new plant at a cost of $110 million to manufacture SHEETROCK brand wallboard in Bridgeport, Ala., to serve growing construction markets in the southeastern United States. The Bridgeport plant, when fully operational, will have annual capacity of 700 million square feet and will use 100% synthetic gypsum in its production of SHEETROCK wallboard. It is scheduled to begin operation in 1999 and will replace 350 million square feet of high-cost capacity at the Plasterco, Va., facility, which will cease wallboard production at that time.
Gypsum rock is mined or quarried at 14 company-owned locations in the United States and Canada. In 1996, these facilities provided approximately 91% of the gypsum used by the Corporation's plants in North America. Certain plants purchase synthetic gypsum or natural gypsum rock from sources other than company-owned mines and quarries. Such purchases accounted for approximately 9% of gypsum used in the Corporation's North American plants. The Corporation's geologists estimate that recoverable rock reserves are sufficient for more than 30 years of operation based on the Corporation's average annual production of crude gypsum during the past five years. Proven reserves contain approximately 228 million tons, of which approximately 66% are located in the United States and 34% in Canada. Additional reserves of approximately 153 million tons are found on three properties not in operation. The Corporation's total average annual production of crude gypsum in the United States and Canada during the past five years was 9.8 million tons.
The Corporation owns and operates seven paper mills located across the United States. Vertical integration in paper ensures a continuous supply of high-quality paper that is tailored to the specific needs of USG's wallboard production processes.
The Corporation does research and development at the USG Research and Technology Center in Libertyville, Ill. The staff at this center provide specialized technical services to the operating units and do product and process research and development. The center is especially well-equipped for carrying out fire, acoustical, structural and environmental evaluations of products and building assemblies. The center also has an analytical laboratory for chemical analysis and characterization of materials. Development activities can be taken to the pilot plant level before being transferred to a full-size plant.
Marketing and Distribution
Distribution is carried out through L&W Supply, building materials dealers, home improvement centers and other retailers, contractors and specialty wallboard distributors. Sales of gypsum products are seasonal to the extent that sales are generally greater from spring through the middle of autumn than during the remaining part of the year. Based on the Corporation's estimates using publicly available data, internal surveys, and gypsum wallboard shipment data from the Gypsum Association, management estimates that during 1996, about 47% of total industry volume demand for gypsum wallboard was generated by new residential construction activity, 36% of volume demand was generated by residential and nonresidential repair and remodel activity, 10% of volume demand was generated by new nonresidential construction activity and the remaining 7% of volume demand was generated by other activities such as exports and temporary construction.
L&W Supply, which was organized in 1971 by U.S. Gypsum, currently has 161 distribution centers in 34 states. It is a service-oriented organization that stocks a wide range of construction materials and delivers less than truckload quantities of construction materials to a job site and places them in areas where work is being done, thereby reducing or eliminating the need for handling by contractors. Although L&W Supply specializes in distribution of gypsum wallboard (which accounts for approximately 50% of its total net sales), joint compound and other products manufactured primarily by U.S. Gypsum, it also distributes products manufactured by USG Interiors such as acoustical ceiling tile and ceiling grid and products of other manufacturers, including drywall metal, insulation, roofing products and accessories. L&W Supply leases approximately 87% of its facilities from third parties. Usually, initial leases run from three to five years with a five-year renewal option.
Competition
The Corporation competes in North America as the largest of 15 producers of gypsum wallboard products and in 1996 accounted for nearly one-third of total gypsum wallboard sales in the United States. In 1996, U.S. Gypsum shipped 8.0 billion square feet of wallboard out of total domestic industry shipments estimated at 25.7 billion square feet. Principal competitors in the United States are: National Gypsum Company, Georgia-Pacific Corporation, The Celotex Corporation and several smaller, regional competitors. Major competitors in Canada include Georgia-Pacific Corporation and BPB Westroc. In Mexico, the Corporation's major competitor is Panel Rey. In 1996 and early 1997, the industry experienced some consolidation; the largest was Georgia-Pacific Corporation's purchase of the gypsum business of Domtar, Inc.
L&W Supply's largest competitor, Gypsum Management Supply, is an independent distributor with approximately 82 locations in the southern, central and western United States. There are several regional competitors, such as, GDMA/RINKER in the southeast (primarily in Florida) and Strober Building Supply in the northeastern United States. L&W Supply's many local competitors include lumber dealers, hardware stores, home improvement centers, and acoustical tile distributors.
Worldwide Ceilings
Business
Worldwide Ceilings, which manufactures and markets interior systems products worldwide, includes USG Interiors, Inc., the international interior systems businesses managed as USG International ("USG International") and the interior systems business of CGC. Worldwide Ceilings is a leading supplier of interior ceiling products used primarily in commercial applications. In 1996, Worldwide Ceilings was estimated to be the largest producer of ceiling grid and the second largest producer of ceiling tile in the world.
Products
Worldwide Ceilings manufactures and markets ceiling grid, ceiling tile, and wall systems and, in Europe and Asia Pacific, access floor systems. USG's integrated line of ceiling products provides qualities such as sound absorption, fire retardation, and convenient access to the space above the ceiling for electrical and mechanical systems, air distribution and maintenance. USG Interiors' significant trade names include the AURATONE and ACOUSTONE brands of ceiling tile and the DX, FINELINE, CENTRICITEE, CURVATURA and DONN brands of ceiling grid.
Manufacturing
Worldwide Ceilings' products are manufactured at 19 plants located in North America, Europe and Asia Pacific, including 5 ceiling tile plants and 10 ceiling grid plants. The remaining 4 plants produce other interior products and raw materials for ceiling tile and grid. Principal raw materials used in the production of Worldwide Ceilings' products include mineral fiber, steel, perlite, starch and high-pressure laminates. Certain of these raw materials are produced internally, while others are obtained from various outside suppliers. Shortages of raw materials used in this segment are not expected. In 1996, the Corporation: (i) completed a major expansion of its ceiling tile manufacturing capacity to meet increasing worldwide demand and (ii) initiated a major modernization of one of its ceiling tile plants, which will reduce manufactured costs and add capacity to meet increasing worldwide demand.
USG Interiors maintains its own research and development facility in Avon, Ohio, which provides product design, engineering and testing services in addition to manufacturing development, primarily in metal forming, with tool and machine design and construction services. Additional research and development is carried out at the Corporation's research and development center in Libertyville, Ill., and at its "Solutions Center"SM in Chicago, Ill.
Marketing and Distribution
Worldwide Ceilings' products are sold primarily in markets related to the new construction and renovation of commercial buildings as well as the retail market for small commercial contractors. Marketing and distribution to large commercial users is conducted through a network of distributors and installation contractors as well as through L&W Supply. In recent years, Worldwide Ceilings has increased its emphasis on the retail market.
Competition
The Corporation estimates that it is the second largest producer/marketer of acoustical ceiling tile sales in the world. Principal global competitors include Armstrong World Industries, Inc. (the largest manufacturer), OWA Faserplattenwerk GmbH (Odenwald) and The Celotex Corporation. The Corporation estimates that it is the world's largest manufacturer of ceiling grid. Principal competitors in ceiling grid include W.A.V.E. (a joint venture of Armstrong World Industries, Inc. and Worthington Industries/National Rolling Mills) and Chicago Metallic Corporation.
Other Information
The Corporation's plants are substantial users of thermal energy. Five major fuel types are used in a mix consisting of 78% natural gas, 11% electricity, 7% oil, 2% coke and 2% purchased hot air. With few exceptions, plants that use natural gas are equipped with fuel stand-by systems, principally oil. Primary fuel supplies have been adequate and no curtailment of plant operations has resulted from insufficient supplies. Supplies are likely to remain sufficient for projected requirements. Energy price swap agreements are used by the Corporation to hedge the cost of certain purchased fuel.
Neither industry segment has any special working capital requirements or is materially dependent on a single customer or a few customers on a regular basis. No single customer of the Corporation accounted for more than 10% of the Corporation's 1996 or 1995 consolidated net sales. Because orders are filled upon receipt, neither industry segment has any significant backlog.
Loss of one or more of the patents or licenses held by the Corporation would not have a major impact on the Corporation's business or its ability to continue operations. No material part of any of the Corporation's business is subject to renegotiation of profits or termination of contracts or subcontracts at the election of the government.
All of the Corporation's products regularly require improvement to remain competitive. The Corporation also develops and produces comprehensive systems employing several of its products. In order to maintain its high standards and remain a leader in the building materials industry, the Corporation performs on an on-going basis extensive research and development activities and makes the necessary capital expenditures to maintain production facilities in sufficient operating condition.
One of the Corporation's subsidiaries, U.S. Gypsum, is a defendant in asbestos lawsuits alleging both property damage and personal injury. Information pertaining to the Corporation's legal proceedings is set forth under "Notes to Financial Statements - Note 15. Litigation" of the Corporation's 1996 Annual Report to Stockholders and is incorporated herein by reference.
(d) Financial Information About Foreign and Domestic Operations and Export Sales
Financial information and other related disclosure pertaining to the Corporation's foreign and domestic operations and export sales set forth under "Notes to Financial Statements - Note 14. Industry and Geographic Segments" of the Corporation's 1996 Annual Report to Stockholders is incorporated herein by reference.
Item 2.

Item 2. PROPERTIES
The Corporation's plants, mines, quarries, transport ships and other facilities are located in North America, Europe, and Asia Pacific. Many of these facilities are operating at or near full capacity. All facilities and equipment are in good operating condition, and in management's judgment, sufficient expenditures have been made annually to maintain them. The locations of the production properties of the Corporation's subsidiaries, grouped by industry segment, are as follows (plants are owned unless otherwise indicated):
North American Gypsum
Gypsum Wallboard and Other Gypsum Products
Joint Compound
Surface preparation and joint treatment products are produced in plants located at Chamblee, Ga.; Dallas, Texas; East Chicago, Ind.; Fort Dodge, Iowa; Gypsum, Ohio; Jacksonville, Fla.; Port Reading, N.J. (leased); Sigurd, Utah; Tacoma, Wash. (leased); Torrance, Calif.; Hagersville, Ontario, Canada; Montreal, Quebec, Canada; Puebla, Mexico; and Port Klang, Malaysia (leased).
Gypsum Rock
Gypsum rock is mined or quarried at Alabaster (Tawas City), Mich.; Empire, Nev.; Fort Dodge, Iowa; Oakfield, N.Y.; Plaster City, Calif.; Plasterco (Saltville), Va.; Shoals, Ind.; Sigurd, Utah; Southard, Okla.; Sperry, Iowa; Sweetwater, Texas; Hagersville, Ontario, Canada; Little Narrows, Nova Scotia, Canada; and Windsor, Nova Scotia, Canada. Synthetic gypsum is processed at Belledune, New Brunswick, Canada.
Paper
Paper for gypsum wallboard is manufactured at Clark, N.J.; Galena Park, Texas; Gypsum, Ohio; Jacksonville, Fla.; North Kansas City, Mo.; Oakfield, N.Y.; and South Gate, Calif.
Ocean Vessels
Gypsum Transportation Limited, a wholly owned subsidiary of the Corporation, headquartered in Bermuda, owns and operates a fleet of three self-unloading ocean vessels. Under contract of affreightment, these vessels transport gypsum rock from Nova Scotia to the East Coast and Gulf port plants of U.S. Gypsum. Excess ship time, when available, is offered for charter on the open market.
Other Products
A mica-processing plant is located at Spruce Pine, N.C.; perlite ore is produced at Grants, N.M.; and drywall metal products are manufactured at Medina, Ohio (leased). Metal lath, plaster and drywall accessories and light gauge steel framing products are manufactured at Puebla, Mexico. Various other products are manufactured at La Mirada, Calif. (adhesives and finishes); and New Orleans, La. (lime products).
Worldwide Ceilings
Ceiling Tile
Acoustical ceiling tile and panels are manufactured at Cloquet, Minn.; Greenville, Miss.; Walworth, Wis.; San Juan Ixhuatepec, Mexico; and Aubange, Belgium.
Ceiling Grid
Ceiling grid products are manufactured at Cartersville, Ga.; Stockton, Calif.; Westlake, Ohio; Auckland, New Zealand (leased); Dreux, France; Oakville, Ontario, Canada; Peterlee, England (leased); Port Klang, Malaysia (leased); Viersen, Germany; and Taipei, Taiwan. A coil coater and slitter plant used in the production of ceiling grid is also located in Westlake, Ohio.
Other Products
Access floor systems products are manufactured at Peterlee, England (leased); and Port Klang, Malaysia (leased). Mineral fiber products are manufactured at Red Wing, Minn. and Walworth, Wis. Wall system products are manufactured at Medina, Ohio (leased). Drywall metal products are manufactured at Prestice, Czech Republic (leased) and Oakville, Ontario, Canada.
In 1996, the Corporation divested its United States insulation manufacturing business.
Item 3.

Item 3. LEGAL PROCEEDINGS
Information pertaining to the Corporation's legal proceedings set forth under "Notes to Financial Statements - Note 15. Litigation" of the Corporation's 1996 Annual Report to Stockholders is incorporated herein by reference.
Item 4.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders during the fourth quarter of 1996.
PART II
Item 5.

Item 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
Information with respect to the principal market on which the Corporation's common stock is traded, the range of high and low market prices and number of stockholders of record set forth under "Selected Quarterly Financial Data" of the Corporation's 1996 Annual Report to Stockholders is incorporated herein by reference.
There have been no dividends declared since the third quarter of 1988. Bank credit agreements and other debt instruments have previously prohibited or restricted the payment of cash dividends. Although currently permitted within certain limits under the Corporation's existing debt agreements, the Corporation has announced an intention not to consider payment of dividends until it has achieved investment grade status with respect to its senior public debt issues.
On November 22, 1996, the Corporation entered into a retention agreement with an employee whereby the Corporation agreed to grant shares of unregistered common stock, $0.10 par value, having an aggregate value equal to $250,000 in five separate installments each having a value equal to $50,000 in reliance on the private offering exemption afforded by Section 4 (2) of the Securities Act of 1933, as amended. The first grant in the amount of 1,650 shares was made on the date of the agreement and the remaining grants will be made on each of the first four anniversaries thereof. The employee has agreed in return to provide management expertise and advice for five years from the date of the agreement with respect to certain assets acquired by the Corporation that were previously owned by a corporation of which the employee was the principal stockholder. The unregistered common stock is restricted from transfer, resale or other disposition until November 22, 2001.
Item 6.

Item 6. SELECTED FINANCIAL DATA
Information with respect to selected financial data set forth under "Comparative Five-Year Summary" of the Corporation's 1996 Annual Report to Stockholders is incorporated herein by reference.
Item 7.

Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
"Management's Discussion and Analysis of Results of Operations and Financial Condition" of the Corporation's 1996 Annual Report to Stockholders is incorporated herein by reference.
Item 8.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Information with respect to financial statements and supplementary data set forth under "Consolidated Statement of Earnings," "Consolidated Balance Sheet," "Consolidated Statement of Cash Flows," "Notes to Financial Statements" and "Report of Independent Public Accountants" of the Corporation's 1996 Annual Report to Stockholders is incorporated herein by reference.
Item 9.

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
A Form 8-K reporting a change of accountants has not been filed within 24 months prior to the date of the most recent financial statements.
PART III
Item 10.

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information about directors has been omitted from this report as it will be filed with the Securities and Exchange Commission (the "SEC") in a definitive proxy statement pursuant to Regulation 14A, which definitive proxy statement is incorporated herein by reference.
Executive Officers of the Registrant (as of February 1, 1997)
Item 11.

Item 11. EXECUTIVE COMPENSATION
Information required by Item 11 has been omitted from this report as it will be filed with the SEC in a definitive proxy statement pursuant to Regulation 14A, which definitive proxy statement is incorporated herein by reference.
Item 12.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information required by Item 12 has been omitted from this report as it will be filed with the SEC in a definitive proxy statement pursuant to Regulation 14A, which definitive proxy statement is incorporated herein by reference.
Item 13.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information required by Item 13 has been omitted from this report as it will be filed with the SEC in a definitive proxy statement pursuant to Regulation 14A, which definitive proxy statement is incorporated herein by reference.
PART IV
Item 14.

Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this 10-K Report:
1. The consolidated financial statements, notes to financial statements and report of independent public accountants included in the Corporation's 1996 Annual Report to Stockholders and listed below are incorporated herein by reference.
Consolidated Statement of Earnings - Years ended December 31, 1996, 1995 and 1994.
Consolidated Balance Sheet - As of December 31, 1996 and 1995.
Consolidated Statement of Cash Flows - Years ended December 31, 1996, 1995 and 1994.
Notes to Financial Statements.
Report of Independent Public Accountants.
2. Supplemental Financial Statement Schedules:
Schedule II - Valuation and Qualifying Accounts
Report of Independent Public Accountants With Respect to Financial Statement Schedule.
All other schedules have been omitted because they are not required, are not applicable, or the information is included in the financial statements or notes thereto.
3. Exhibits (Reg. S-K, Item 601):
(b) Reports on Form 8-K:
No reports on Form 8-K were filed during the fourth quarter of 1996.
Index to exhibits filed with the Annual Report on Form 10-K for the year ended December 31, 1996
If you wish to receive a copy of any exhibit, it may be obtained, upon payment of reasonable expenses, by writing to:
Dean H. Goossen, Corporate Secretary USG Corporation Department #188 P.O. Box 6721 Chicago, IL 60680-6721
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS WITH RESPECT TO FINANCIAL STATEMENT SCHEDULE
We have audited in accordance with generally accepted auditing standards, the consolidated financial statements included in USG Corporation's annual report to stockholders incorporated by reference in this Form 10-K, and have issued our report thereon dated January 27, 1997. Our audit was made for the purpose of forming an opinion on the consolidated financial statements taken as a whole. The financial statement schedule on page 19 is the responsibility of the Corporation's management and is presented for purposes of complying with the Securities and Exchange Commission's rules and is not part of the consolidated financial statements. The financial statement schedule has been subjected to the auditing procedures applied in the audit of the consolidated financial statements and, in our opinion, fairly states in all material respects the financial data required to be set forth therein in relation to the consolidated financial statements taken as a whole.
/s/ Arthur Andersen LLP ----------------------- ARTHUR ANDERSEN LLP
Chicago, Illinois January 27, 1997
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
USG CORPORATION March 5, 1997
By: /s/ Richard H. Fleming --------------------------- Richard H. Fleming Senior Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.
/s/ William C. Foote March 5, 1997 - -------------------- WILLIAM C. FOOTE Chairman, President and Chief Executive Officer (Principal Executive Officer)
/s/ Richard H. Fleming March 5, 1997 - ---------------------- RICHARD H. FLEMING Senior Vice President and Chief Financial Officer (Principal Financial Officer)
/s/ Raymond T. Belz March 5, 1997 - ------------------- RAYMOND T. BELZ Vice President and Controller (Principal Accounting Officer)
ROBERT L. BARNETT, KEITH A. BROWN, ) By:/s/ Richard H. Fleming W.H. CLARK, W. DOUGLAS FORD, ) ------------------------- JAMES C. COTTING, LAWRENCE ) Richard H. Fleming M. CRUTCHER, DAVID W. FOX, ) Attorney-in-fact PHILIP C. JACKSON, JR., MARVIN E. LESSER, ) Pursuant to Power of Attorney JOHN B. SCHWEMM, JUDITH A. SPREISER, Directors ) (Exhibit 24 hereto) ) March 5, 1997