SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) July 17, 2002.
USG Corporation
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(Exact name of registrant as specified in its charter)
Commission File Number: 1-8864
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Delaware 36-3329400
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
125 South Franklin Street, Chicago, Illinois 60606-4678
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (312) 606-4000
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Item 5. OTHER EVENTS
On January 1, 2002, USG Corporation (the "Corporation") adopted Statement of
Financial Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible
Assets." Although SFAS No. 142 eliminates the amortization of goodwill and
certain other intangible assets, it initiates an annual assessment of goodwill
for impairment.
During the second quarter of 2002, the Corporation completed its initial
transition date assessment of goodwill. The assessment was performed for each
reporting unit (as defined by SFAS No. 142) that has goodwill. For the
Corporation, the reporting units with goodwill were the North American Gypsum
and the Building Products Distribution operating segments.
The Corporation determined that goodwill for its Building Products Distribution
segment was not impaired. However, goodwill for its North American Gypsum
segment was impaired. This impairment was attributable to U.S. Gypsum's asbestos
liability and related filing for bankruptcy protection on June 25, 2001. As a
result, the Corporation recorded a noncash, nontaxable impairment charge of $96
million. This charge, which includes a $6 million deferred currency translation
write-off, will be reflected on the Corporation's consolidated statement of
earnings as a cumulative effect of a change in accounting principle as of
January 1, 2002. In accordance with SFAS No. 142, the Corporation is reflecting
this charge in its financial statements for the three months ended March 31,
2002.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibits
99.a Consolidated Statement of Earnings for three months ended March 31,
2002;
99.b Consolidated Balance Sheet as of March 31, 2002;
99.c Consolidated Statement of Cash Flows for three months ended March 31,
2002.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
USG CORPORATION
Registrant
Date: July 17, 2002 By: /s/ Richard H. Fleming
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Richard H. Fleming, Executive Vice
President and Chief Financial Officer
Exhibit Index
Exhibit No. Exhibit
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99.a Consolidated Statement of Earnings for three months ended
March 31, 2002;
99.b Consolidated Balance Sheet as of March 31, 2002;
99.c Consolidated Statement of Cash Flows for three months ended
March 31, 2002.