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) February 4, 2003. 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 9. REGULATION FD DISCLOSURE On February 4, 2003, USG Corporation issued a press release containing earnings information for the fourth-quarter of 2002 and for its fiscal year ended December 31, 2002. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference into this Item 9 report on Form 8-K as if fully set forth herein. EXHIBIT 99.1 USG Corporation press release dated February 4, 2003. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS EXHIBITS 99.2 USG Corporation Consolidated Statements of Earnings (Unaudited) for its fourth-quarters and fiscal years ended December 31, 2002 and December 31, 2001, respectively. 99.3 USG Corporation Core Business Results (Unaudited) for its fourth-quarters and fiscal years ended December 31, 2002 and December 31, 2001, respectively. 99.4 USG Corporation Consolidated Balance Sheets (Unaudited) for its fiscal years ended December 31, 2002 and December 31, 2001, respectively. SIGNATURE 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: February 4, 2003 By: /s/ Richard H. Fleming ------------------------------ Richard H. Fleming, Executive Vice President and Chief Financial Officer EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION ------- ----------- 99.1 USG Corporation press release dated February 4, 2003. 99.2 USG Corporation Consolidated Statements of Earnings (Unaudited) for its fourth-quarters and fiscal years ended December 31, 2002 and December 31, 2001, respectively. 99.3 USG Corporation Core Business Results (Unaudited) for its fourth-quarters and fiscal years ended December 31, 2002 and December 31, 2001, respectively. 99.4 USG Corporation Consolidated Balance Sheets (Unaudited) for its fiscal years ended December 31, 2002 and December 31, 2001, respectively.