-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Luk+QGoArXfKtj881lvGoexq73Lnw/v5uf2J6Eg19nIRMJeYbjvdmkzHPlnU55F6 eVUzP0YBhqPFUU6fW4isbA== 0000950137-02-003964.txt : 20020719 0000950137-02-003964.hdr.sgml : 20020719 20020718095244 ACCESSION NUMBER: 0000950137-02-003964 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20020717 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020718 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08864 FILM NUMBER: 02705203 BUSINESS ADDRESS: STREET 1: 125 S FRANKLIN ST STREET 2: DEPT. 188 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3126064000 8-K 1 c70663e8vk.txt CURRENT REPORT 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 - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Commission File Number: 1-8864 ------ Delaware 36-3329400 - --------------------------------- -------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 125 South Franklin Street, Chicago, Illinois 60606-4678 - ----------------------------------------------- -------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (312) 606-4000 --------------------- 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 ------------------------------------- Richard H. Fleming, Executive Vice President and Chief Financial Officer Exhibit Index Exhibit No. Exhibit - ----------- ------- 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. EX-99.A 3 c70663exv99wa.txt CONSOLIDATED STATEMENT OF EARNINGS Exhibit 99.a USG CORPORATION CONSOLIDATED STATEMENT OF EARNINGS (DOLLARS IN MILLIONS EXCEPT PER SHARE DATA) (UNAUDITED) THREE MONTHS ENDED MARCH 31, 2002 -------------- Net sales $ 829 Cost of products sold 697 Selling and administrative expenses 82 Chapter 11 reorganization expenses 2 ------------ Operating profit 48 Interest expense 1 Interest income (1) Other expense, net 1 ------------ Earnings before income taxes and cumulative effect of accounting change 47 Income taxes 21 ------------ Earnings before cumulative effect of accounting change 26 Cumulative effect of accounting change for SFAS No. 142, net of income taxes (96) ------------ Net loss (70) ============ Earnings (loss) per common share: Basic and diluted before cumulative effect of accounting change 0.60 Cumulative effect of accounting change (2.22) ------------ Basic and diluted (1.62) ============ Average common shares 43,354,025 Average diluted common shares 43,354,025 EX-99.B 4 c70663exv99wb.txt CONSOLIDATED BALANCE SHEET Exhibit 99.b USG CORPORATION CONSOLIDATED BALANCE SHEET (DOLLARS IN MILLIONS) (UNAUDITED) AS OF MARCH 31, 2002 --------- ASSETS Current Assets: Cash and cash equivalents $ 523 Receivables (net of reserves - $18) 322 Inventories 263 Income taxes receivable 82 Deferred income taxes 54 Other current assets 49 ------- Total current assets 1,293 Property, plant and equipment (net of reserves for depreciation and depletion - $616) 1,790 Deferred income taxes 223 Other assets 125 ------- Total Assets 3,431 ======= LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable 164 Accrued expenses 191 ------- Total current liabilities 355 Long-term debt 2 Other liabilities 344 Liabilities subject to compromise 2,295 Stockholders' Equity: Preferred stock -- Common stock 5 Treasury stock (256) Capital received in excess of par value 410 Accumulated other comprehensive loss (18) Retained earnings 294 ------- Total stockholders' equity 435 ------- Total Liabilities and Stockholders' Equity 3,431 ======= EX-99.C 5 c70663exv99wc.txt CONSOLIDATED STATEMENT OF CASH FLOWS Exhibit 99.c USG CORPORATION CONSOLIDATED STATEMENT OF CASH FLOWS (DOLLARS IN MILLIONS) (UNAUDITED) THREE MONTHS ENDED MARCH 31, 2002 --------------- OPERATING ACTIVITIES: Net loss $ (70) Adjustments to reconcile net loss to net cash: Cumulative effect of accounting change 96 Depreciation, depletion and amortization 26 Deferred income taxes 27 (Increase) decrease in working capital: Receivables (48) Income taxes receivable (6) Inventories (9) Payables 24 Accrued expenses 12 Decrease in other assets 1 Increase in other liabilities 5 Increase in asbestos reserve, net of receivables 3 Decrease in liabilities subject to compromise (16) Other, net -- ----- Net cash from operating activities 45 ----- INVESTING ACTIVITIES: Capital expenditures (15) Net proceeds from asset dispositions -- ----- Net cash to investing activities (15) ----- FINANCING ACTIVITIES: Issuance of debt -- Repayment of debt -- Short-term borrowings, net -- Cash dividends paid -- ----- Net cash from financing activities -- ----- Net increase in cash and cash equivalents 30 Cash and cash equivalents at beginning of period 493 ----- Cash and cash equivalents at end of period 523 ===== SUPPLEMENTAL CASH FLOW DISCLOSURES: Interest paid 1 Income taxes refunded, net (1) -----END PRIVACY-ENHANCED MESSAGE-----