USG 10-K 2001

Page 1

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________

FORM 10-K

_________________ (Mark One) X

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) For fiscal year ended December 31, 2001 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the transition period from _______________ to _______________. Commission File Number 1-8864

USG CORPORATION (Exact name of Registrant as Specified in its Charter) Delaware

36-3329400

(State or Other Jurisdiction of Incorporation or Organization)

(I.R.S. Employer Identification No.)

125 S. Franklin Street, Chicago, Illinois (Address of Principal Executive Offices)

60606-4678 (Zip Code)

Registrant’s Telephone Number, Including Area Code: (312) 606-4000

Securities Registered Pursuant to Section 12(b) of the Act: Name of Exchange on Which Registered

Title of Each Class Common Stock, $0.10 par value

New York Stock Exchange Chicago Stock Exchange

Preferred Share Purchase Rights

New York Stock Exchange Chicago Stock Exchange

8.5% Senior Notes, Due 2005

New York Stock Exchange

Securities Registered Pursuant to Section 12(g) of the Act: None (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes No As of January 31, 2002, the aggregate market value of USG Corporation common stock held by nonaffiliates (based upon the New York Stock Exchange closing prices) was approximately $320,668,000. As of January 31, 2002, 43,457,312 shares of common stock were outstanding.


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