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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to USCF ETF Trust - USCF Gold Strategy Plus Income Fund
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| May 6, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-08864 USG CORPORATION (Exact name of registrant as specified in its char |
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| April 26, 2019 |
USG / USG Corp. / Gebr. Knauf Verwaltungsgesellschaft Kg - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 18) USG Corporation (Name of Issuer) Common Stock, Par Value $0.10 Per Share (Title of Class of Securities) 90329405 (CUSIP Number) Jorg Schanow, LL.M. General Counsel G |
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| April 24, 2019 |
As filed with the Securities and Exchange Commission on April 24, 2019 Registration No. |
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| April 24, 2019 |
As filed with the Securities and Exchange Commission on April 24, 2019 Registration No. |
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| April 24, 2019 |
As filed with the Securities and Exchange Commission on April 24, 2019 Registration No. |
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| April 24, 2019 |
As filed with the Securities and Exchange Commission on April 24, 2019 Registration No. |
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| April 24, 2019 |
As filed with the Securities and Exchange Commission on April 24, 2019 Registration No. |
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| April 24, 2019 |
As filed with the Securities and Exchange Commission on April 24, 2019 Registration No. |
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| April 24, 2019 |
S-8 POS 1 forms-8pos2019.htm S-8 POS As filed with the Securities and Exchange Commission on April 24, 2019 Registration No. 33-22581 Registration No. 33-36303 Registration No. 33-63554 Registration No. 333-136289 Registration No. 333-140949 Registration No. 333-168592 Registration No. 333-211320 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Post-Effective Amendment No. 3 t |
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| April 24, 2019 |
As filed with the Securities and Exchange Commission on April 24, 2019 Registration No. |
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| April 24, 2019 |
As filed with the Securities and Exchange Commission on April 24, 2019 Registration No. |
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| April 24, 2019 |
EXHIBIT 99.1 Knauf Completes Acquisition of USG Corporation Creates the World’s Largest Gypsum Company by Combining Two Companies Focused on Customer-Centricity IPHOFEN, Germany and CHICAGO, Ill. - (Business Wire) - April 24, 2019 - Gebr. Knauf KG (“Knauf”) and USG Corporation (NYSE: USG) today announced the completion of Knauf’s acquisition of USG. This acquisition creates a global building mater |
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| April 24, 2019 |
UNITED STATES 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): April 24, 2019 (April 24, 2019) USG Corporation (Exact name of registrant as specified in its charter) Commission File Number: 1-8864 Delaware 36-3329400 (State or other jurisdiction |
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| April 24, 2019 |
CERTIFICATE OF INCORPORATION USG CORPORATION ARTICLE 1 Exhibit 3.1 CERTIFICATE OF INCORPORATION OF USG CORPORATION ARTICLE 1 The name of the corporation is: USG Corporation. ARTICLE 2 The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. The name of the Corporation’s registered agent at such address is The Corporation Trust Company. ARTICLE 3 The purpo |
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| April 24, 2019 |
BYLAWS USG CORPORATION (a Delaware corporation) ARTICLE 1 OFFICES Exhibit 3.2 BYLAWS OF USG CORPORATION (a Delaware corporation) ARTICLE 1 OFFICES 1.1 REGISTERED OFFICE The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. The name of the Corporation’s registered agent at such address is The Corporation Trust Company. 1.2 OTHER OFFICES The corporation may also ha |
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| April 24, 2019 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on May 6, 2019, pursuant to the provisions of Rule 12d2-2 (a). |
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| April 24, 2019 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on May 6, 2019, pursuant to the provisions of Rule 12d2-2 (a). |
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| April 24, 2019 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on May 6, 2019, pursuant to the provisions of Rule 12d2-2 (a). |
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| April 18, 2019 |
EXHIBIT 99.1 USG and Knauf Secure Final Regulatory Approval for Pending Transaction; Expect to Complete Merger on April 24, 2019 IPHOFEN, Germany and CHICAGO, Ill. - (Business Wire) - April 18, 2019 - USG Corporation (NYSE: USG) and Gebr. Knauf KG (“Knauf”) today announced that all required regulatory approvals and clearances needed to close the previously announced acquisition of USG by Knauf hav |
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| April 18, 2019 |
Financial Statements and Exhibits, Other Events UNITED STATES 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): April 18, 2019 (April 18, 2019) USG Corporation (Exact name of registrant as specified in its charter) Commission File Number: 1-8864 Delaware 36-3329400 (State or other jurisdiction |
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| April 16, 2019 |
UNITED STATES 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): April 16, 2019 (April 16, 2019) USG Corporation (Exact name of registrant as specified in its charter) Commission File Number: 1-8864 Delaware 36-3329400 (State or other jurisdiction |
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| April 16, 2019 |
Exhibit 99.1 To: Directors and Executive Officers of USG Corporation From: Jessica A. Garascia, Assistant General Counsel and Assistant Secretary Date: April 16, 2019 Re: Updated Notice Regarding Blackout Period and Regulation BTR Trading Restrictions This notice updates the notice sent on February 14, 2019 regarding a blackout period under the USG Corporation Investment Plan (the “Plan”) and asso |
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| February 14, 2019 |
8-K UNITED STATES 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 14, 2019 (February 14, 2019) USG Corporation (Exact name of registrant as specified in its charter) Commission File Number: 1-8864 Delaware 36-3329400 (State or other jur |
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| February 14, 2019 |
USG CORPORATION REPORTS FOURTH QUARTER AND FULL YEAR 2018 RESULTS EX-99.1 Exhibit 99.1 For Immediate Release Contact Media Kathleen Prause (312) 436-6607 [email protected] Investors Bill Madsen (312) 436-5349 [email protected] USG CORPORATION REPORTS FOURTH QUARTER AND FULL YEAR 2018 RESULTS CHICAGO – February 14, 2019 – USG Corporation (NYSE:USG), an industry-leading manufacturer of building products and innovative solutions, today reported financial resu |
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| February 14, 2019 |
Directors and Executive Officers of USG Corporation EX-99.2 Exhibit 99.2 To: Directors and Executive Officers of USG Corporation From: Jessica A. Garascia, Assistant General Counsel and Assistant Secretary Date: February 14, 2019 Re: Notice Regarding Blackout Period and Regulation BTR Trading Restrictions This notice is to inform you of significant restrictions on your ability to trade in shares of USG Corporation (the “Company”) common stock (the |
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| February 14, 2019 |
EX-95 11 usgex95x1231201810-k.htm MINE SAFETY DISCLOSURES EXHIBIT 95 Mine Safety Disclosures The operation of our eight mines and quarries in the United States is subject to regulation and inspection under the Federal Mine Safety and Health Act of 1977, or Safety Act. From time to time, inspection of our mines and quarries and their operation results in our receipt of citations or orders alleging |
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| February 14, 2019 |
USG CORPORATION 2019 LONG-TERM CASH INCENTIVE AWARD AGREEMENT EXHIBIT 10.41 USG CORPORATION 2019 LONG-TERM CASH INCENTIVE AWARD AGREEMENT WHEREAS, the “Awardee” is an employee of USG Corporation, a Delaware corporation (the “Company”), or a Subsidiary; WHEREAS, the Committee has granted to the Awardee on the date as set forth in the Award Summary on the Morgan Stanley Wealth Management website on the “Date of Grant”, a Cash Incentive Award (as defined in the |
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| February 14, 2019 |
Exhibit 24 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose name appears below constitutes and appoints Michelle M. |
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| February 14, 2019 |
USG / USG Corp. 10-K (Annual Report) UNITED STATES 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 For the fiscal year ended December 31, 2018 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-8864 USG CORPORATION (E |
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| February 14, 2019 |
Year 2019 Management Incentive (Elected Officers Only) USG Corporation EXHIBIT 10.29 Year 2019 Annual Management Incentive Program (Elected Officers Only) USG Corporation PURPOSE To enhance the ability of USG Corporation (“USG” or the “Corporation”) to attract, motivate, reward and retain key employees of the Corporation and its operating subsidiaries and to align management's interests with those of the Corporation's stockholders by providing incentive award opportu |
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| February 14, 2019 |
EXHIBIT 21 SUBSIDIARIES The following is a list of certain subsidiaries of USG Corporation as of February 14, 2019, the principal names under which such subsidiaries do business and the state or country in which each is organized. |
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| February 12, 2019 |
USG / USG Corp. / VANGUARD GROUP INC Passive Investment usgcorp.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 0 )* Name of issuer: USG Corp Title of Class of Securities: Common Stock CUSIP Number: 903293405 Date of Event Which Requires Filing of this Statement: December 31, 2018 Check the appropriate box to designate the ru |
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| January 22, 2019 |
EX-99.1 Exhibit 99.1 USG Corporation President and Chief Executive Officer Jennifer F. Scanlon to Leave USG Following Closing of Knauf Merger CHICAGO – (Business Wire) – Jan. 22, 2019 – USG Corporation (NYSE: USG) (“USG”) President and Chief Executive Officer Jennifer F. Scanlon today announced that she intends to leave USG upon, and subject to, the completion of the pending merger with Gebr. Knau |
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| January 22, 2019 |
8-K UNITED STATES 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): January 22, 2019 USG Corporation (Exact name of registrant as specified in its charter) Commission File Number: 1-8864 Delaware 36-3329400 (State or other jurisdiction of incorpor |
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| November 13, 2018 |
Exhibit 10.1 [USG Letterhead] November , 2018 Personal & Confidential [Name] [Address] Re: Section 280G Mitigation Acknowledgment Dear []: In connection with the contemplated merger between USG Corporation (the “Company”), Gebr. Knauf KG and World Cup Merger Corporation (the “Merger”), and in recognition of your continued service and loyalty to the Company, I am pleased to inform you that, pursuan |
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| November 13, 2018 |
AMENDMENT NO. 5 TO RIGHTS AGREEMENT Exhibit 4.1 AMENDMENT NO. 5 TO RIGHTS AGREEMENT Amendment No. 5, dated as of November 13, 2018 (this “Amendment”), to the Rights Agreement, dated as of December 21, 2006, as amended (the “Rights Agreement”), by and between USG Corporation, a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., as rights agent (successor rights agent to Computershare Investor Services, LLC, |
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| November 13, 2018 |
UNITED STATES 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): November 13, 2018 (November 8, 2018) USG Corporation (Exact name of registrant as specified in its charter) Commission File Number: 1-8864 Delaware 36-3329400 (State or other jurisdic |
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| November 13, 2018 |
AMENDMENT NO. 5 TO RIGHTS AGREEMENT Exhibit 4.1 AMENDMENT NO. 5 TO RIGHTS AGREEMENT Amendment No. 5, dated as of November 13, 2018 (this “Amendment”), to the Rights Agreement, dated as of December 21, 2006, as amended (the “Rights Agreement”), by and between USG Corporation, a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., as rights agent (successor rights agent to Computershare Investor Services, LLC, |
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| November 13, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A (Amendment No. 5) FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 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 Identi |
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| October 25, 2018 |
USG Corporation Reports Third Quarter 2018 Results Price Improvement Offset by Cost Inflation Exhibit 99.1 USG Corporation Reports Third Quarter 2018 Results Price Improvement Offset by Cost Inflation CHICAGO-(BUSINESS WIRE)-October 25, 2018-USG Corporation (NYSE:USG), an industry-leading manufacturer of building products and innovative solutions, today reported financial results for the third quarter of 2018. As compared to 2017’s third quarter, results for 2018’s third quarter are below: |
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| October 25, 2018 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES 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): October 25, 2018 (October 25, 2018) USG Corporation (Exact name of registrant as specified in its charter) Commission File Number: 1-8864 Delaware 36-3329400 (State or other jurisdict |
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| October 25, 2018 |
EXHIBIT 95 Mine Safety Disclosures The operation of our nine mines and quarries in the United States is subject to regulation and inspection under the Federal Mine Safety and Health Act of 1977, or Safety Act. |
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| October 25, 2018 |
USG / USG Corp. 10-Q (Quarterly Report) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe |
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| September 26, 2018 |
EX-99.1 Exhibit 99.1 USG CORPORATION STOCKHOLDERS APPROVE ACQUISITION BY KNAUF A Conditional Special Dividend of $0.50 per Share Will Be Paid to USG Stockholders on October 2, 2018 Chicago, IL, September 26, 2018 – USG Corporation (NYSE: USG) (“USG” or “the Company”) announced that at the Company’s special meeting of stockholders held today, USG stockholders voted to adopt the Agreement and Plan o |
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| September 26, 2018 |
Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders 8-K UNITED STATES 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): September 26, 2018 USG Corporation (Exact name of registrant as specified in its charter) Commission File Number: 1-8864 Delaware 36-3329400 (State or other jurisdiction of incorp |
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| September 19, 2018 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| September 18, 2018 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| September 13, 2018 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| September 7, 2018 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| September 4, 2018 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| August 23, 2018 |
DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 9, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin |
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| August 9, 2018 |
Financial Statements and Exhibits, Other Events UNITED STATES 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): August 9, 2018 (August 9, 2018) USG Corporation (Exact name of registrant as specified in its charter) Commission File Number: 1-8864 Delaware 36-3329400 (State or other jurisdiction |
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| August 9, 2018 |
EX-99.1 2 usgex991x08092018.htm EXHIBIT 99.1 EXHIBIT 99.1 USG CORPORATION ANNOUNCES DATE FOR SPECIAL MEETING OF STOCKHOLDERS TO VOTE ON THE MERGER AGREEMENT WITH KNAUF AND SETS RELATED RECORD DATE A Conditional Special Dividend of $0.50 per Share Will Be Paid to USG Stockholders if the Merger Agreement is Adopted Holders of USG Stock on the Record Date Must Hold that Stock Through the Conditional |
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| August 9, 2018 |
EX-99.1 2 usgex991x08092018.htm EXHIBIT 99.1 EXHIBIT 99.1 USG CORPORATION ANNOUNCES DATE FOR SPECIAL MEETING OF STOCKHOLDERS TO VOTE ON THE MERGER AGREEMENT WITH KNAUF AND SETS RELATED RECORD DATE A Conditional Special Dividend of $0.50 per Share Will Be Paid to USG Stockholders if the Merger Agreement is Adopted Holders of USG Stock on the Record Date Must Hold that Stock Through the Conditional |
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| August 9, 2018 |
UNITED STATES 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): August 9, 2018 (August 9, 2018) USG Corporation (Exact name of registrant as specified in its charter) Commission File Number: 1-8864 Delaware 36-3329400 (State or other jurisdiction |
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| August 8, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin |
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| August 1, 2018 |
DEFA14A 1 defa14a08012018.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as |
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| July 25, 2018 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES 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 25, 2018 (July 25, 2018) USG Corporation (Exact name of registrant as specified in its charter) Commission File Number: 1-8864 Delaware 36-3329400 (State or other jurisdiction of |
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| July 25, 2018 |
USG Corporation Reports Second Quarter 2018 Results Highest Quarterly Net Sales Since Q3 2007 Exhibit 99.1 USG Corporation Reports Second Quarter 2018 Results Highest Quarterly Net Sales Since Q3 2007 CHICAGO-(BUSINESS WIRE)-July 25, 2018-USG Corporation (NYSE:USG), an industry-leading manufacturer of building products and innovative solutions, today reported financial results for the second quarter of 2018. As compared to 2017’s second quarter, results for 2018’s second quarter are below: |
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| July 25, 2018 |
USG CORPORATION DIVIDEND MAKE-WHOLE AMOUNT PLAN EXHIBIT 10.1 USG CORPORATION DIVIDEND MAKE-WHOLE AMOUNT PLAN 1. Purpose. The purpose of the USG Corporation Dividend Make-Whole Amount Plan is to provide a potential cash payment (a “Dividend Make-Whole Amount”) to each holder of outstanding, but unexercised, stock option awards, unvested market share unit awards and unvested performance share awards with respect to shares of the Company’s common |
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| July 25, 2018 |
USG / USG Corp. 10-Q (Quarterly Report) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-8 |
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| July 25, 2018 |
EXHIBIT 95 Mine Safety Disclosures The operation of our nine mines and quarries in the United States is subject to regulation and inspection under the Federal Mine Safety and Health Act of 1977, or Safety Act. |
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| July 20, 2018 |
PREM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| July 20, 2018 |
UNITED STATES 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 20, 2018 (July 18, 2018) USG Corporation (Exact name of registrant as specified in its charter) Commission File Number: 1-8864 Delaware 36-3329400 (State or other jurisdiction of |
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| July 20, 2018 |
UNITED STATES 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 20, 2018 (July 18, 2018) USG Corporation (Exact name of registrant as specified in its charter) Commission File Number: 1-8864 Delaware 36-3329400 (State or other jurisdiction of |
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| June 27, 2018 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| June 25, 2018 |
Exhibit 99.1 USG CORPORATION INVESTMENT PLAN REPORT ON AUDITED FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 2017 AND 2016 AND FOR THE YEAR ENDED DECEMBER 31, 2017 WITH REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM USG CORPORATION INVESTMENT PLAN December 31, 2017 and 2016 TABLE OF CONTENTS Page(s) REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 1 FINANCIAL ST |
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| June 25, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark one) x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017. OR ¨ TRANSITION REPORT PURSUANT TO SECTION |
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| June 18, 2018 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| June 18, 2018 |
DEFA14A 1 d592365ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as |
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| June 14, 2018 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| June 13, 2018 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| June 11, 2018 |
DFAN14A 1 a18-151472dfan14a.htm DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: |
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| June 11, 2018 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| June 11, 2018 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| June 11, 2018 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events 8-K UNITED STATES 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): June 10, 2018 USG Corporation (Exact name of registrant as specified in its charter) Commission File Number: 1-8864 Delaware 36-3329400 (State or other jurisdiction of incorporati |
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| June 11, 2018 |
EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER AMONG GEBR. KNAUF KG, WORLD CUP ACQUISITION CORPORATION AND USG CORPORATION DATED AS OF JUNE 10, 2018 TABLE OF CONTENTS ARTICLE I DEFINED TERMS 2 Section 1.1 Certain Defined Terms 2 Section 1.2 Additional Defined Terms 11 Section 1.3 Interpretation 13 ARTICLE II THE MERGER AND CERTAIN RELATED MATTERS 14 Section 2.1 The Merger 14 Sec |
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| June 11, 2018 |
EX-99.1 Exhibit 99.1 KNAUF AND USG AGREE TO TRANSACTION AT $44 PER SHARE IN CASH Provides Knauf with Lasting Presence in North American Wallboard and Ceilings; Enhances USG’s Position Worldwide USG’s Headquarters to Remain in Chicago Iphofen, Germany and Chicago, IL, June 11, 2018 – Gebr. Knauf KG (“Knauf”) and USG Corporation (NYSE: USG) (“USG”) today announced that they have entered into a defin |
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| June 11, 2018 |
EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER AMONG GEBR. KNAUF KG, WORLD CUP ACQUISITION CORPORATION AND USG CORPORATION DATED AS OF JUNE 10, 2018 TABLE OF CONTENTS ARTICLE I DEFINED TERMS 2 Section 1.1 Certain Defined Terms 2 Section 1.2 Additional Defined Terms 11 Section 1.3 Interpretation 13 ARTICLE II THE MERGER AND CERTAIN RELATED MATTERS 14 Section 2.1 The Merger 14 Sec |
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| June 11, 2018 |
8-K UNITED STATES 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): June 10, 2018 USG Corporation (Exact name of registrant as specified in its charter) Commission File Number: 1-8864 Delaware 36-3329400 (State or other jurisdiction of incorporati |
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| June 11, 2018 |
Press release, dated June 11, 2018 EX-99.1 Exhibit 99.1 KNAUF AND USG AGREE TO TRANSACTION AT $44 PER SHARE IN CASH Provides Knauf with Lasting Presence in North American Wallboard and Ceilings; Enhances USG’s Position Worldwide USG’s Headquarters to Remain in Chicago Iphofen, Germany and Chicago, IL, June 11, 2018 – Gebr. Knauf KG (“Knauf”) and USG Corporation (NYSE: USG) (“USG”) today announced that they have entered into a defin |
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| June 11, 2018 |
USG / USG Corp. / Gebr. Knauf Verwaltungsgesellschaft Kg - SC 13D/A Activist Investment SC 13D/A 1 a18-151471sc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 17) USG Corporation (Name of Issuer) Common Stock, Par Value $0.10 Per Share (Title of Class of Securities) 90329405 (CUSIP Numb |
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| June 11, 2018 |
Exhibit 10.1 Execution Version COMMITMENT LETTER To: Gebr. Knauf KG (the “Company 1”) Am Bahnhof 7 97346 Iphofen Federal Republic of Germany and World Cup Acquisition Corporation (the “Company 2”, together with Company 1 “the Companies”) c/o Baker & McKenzie LLP 300 East Randolph Street Chicago Illinois 60601 United States of America For the attention of: Martin Stürmer / Jörg Schanow 8 June 2018 |
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| June 11, 2018 |
EX-99.1 Exhibit 1 VOTING AGREEMENT This VOTING AGREEMENT dated as of June 10, 2018 (this “Agreement”) is made and entered into among Gebr. Knauf KG, a limited partnership (Kommanditgesellschaft) organized under the laws of Germany (“Parent”), World Cup Acquisition Corporation, a Delaware corporation and an indirect, wholly-owned subsidiary of Parent (“Merger Sub”), and Berkshire Hathaway Inc., a D |
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| June 11, 2018 |
Exhibit 99.1 KNAUF AND USG AGREE TO TRANSACTION AT $44 PER SHARE IN CASH Provides Knauf with Lasting Presence in North American Wallboard and Ceilings; Enhances USG’s Position Worldwide USG’s Headquarters to Remain in Chicago Iphofen, Germany and Chicago, IL, June 11, 2018 — Gebr. Knauf KG (“Knauf”) and USG Corporation (NYSE: USG) (“USG”) today announced that they have entered into a definitive ag |
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| June 11, 2018 |
Exhibit 10.2 EXECUTION VERSION VOTING AGREEMENT This VOTING AGREEMENT dated as of June 10, 2018 (this “Agreement”) is made and entered into among Gebr. Knauf KG, a limited partnership (Kommanditgesellschaft) organized under the laws of Germany (“Parent”), World Cup Acquisition Corporation, a Delaware corporation and an indirect, wholly-owned subsidiary of Parent (“Merger Sub”), and Berkshire Hatha |
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| June 11, 2018 |
Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER AMONG GEBR. KNAUF KG, WORLD CUP ACQUISITION CORPORATION AND USG CORPORATION DATED AS OF JUNE 10, 2018 TABLE OF CONTENTS ARTICLE I DEFINED TERMS 2 Section 1.1 Certain Defined Terms 2 Section 1.2 Additional Defined Terms 11 Section 1.3 Interpretation 13 ARTICLE II THE MERGER AND CERTAIN RELATED MATTERS 14 Section 2.1 The Merger 14 Section 2. |
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| June 11, 2018 |
USG / USG Corp. / Berkshire Hathaway Inc - SC 13D/A Activist Investment SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240. |
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| May 11, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM SD SPECIALIZED DISCLOSURE REPORT USG Corporation (Exact name of registrant as specified in its charter) Delaware 1-8864 36-3329400 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No. |
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| May 11, 2018 |
Submission of Matters to a Vote of Security Holders 8-K 1 form8-k05112018.htm FORM 8-K UNITED STATES 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): May 11, 2018 (May 9, 2018) USG Corporation (Exact name of registrant as specified in its charter) Commission File Number: 1-8864 Delaware 36-3329400 |
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| May 7, 2018 |
EXHIBIT 99.1 May 4, 2018 Gebr. Knauf KG Am Bahnhof 7 97346 Iphofen Federal Republic of Germany Attention: Jörg Schanow CONFIDENTIALITY AGREEMENT Gentlemen: You have expressed an interest in engaging in discussions with us regarding a possible transaction (the “Transaction”) involving USG Corporation, a Delaware corporation (the “Company”), and you or one or more of your affiliates. In connection w |
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| May 7, 2018 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES 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): May 7, 2018 (May 4, 2018) USG Corporation (Exact name of registrant as specified in its charter) Commission File Number: 1-8864 Delaware 36-3329400 (State or other jurisdiction of inc |
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| May 7, 2018 |
USG / USG Corp. / Gebr. Knauf Verwaltungsgesellschaft Kg - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 16) USG Corporation (Name of Issuer) Common Stock, Par Value $0.10 Per Share (Title of Class of Securities) 90329405 (CUSIP Number) Jorg Schanow, LL.M. General Counsel G |
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| May 7, 2018 |
Exhibit 99.1 [USG Corporation Letterhead] May 4, 2018 Gebr. Knauf KG Am Bahnhof 7 97346 Iphofen Federal Republic of Germany Attention: Jörg Schanow CONFIDENTIALITY AGREEMENT Gentlemen: You have expressed an interest in engaging in discussions with us regarding a possible transaction (the “Transaction”) involving USG Corporation, a Delaware corporation (the “Company”), and you or one or more of you |
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| May 2, 2018 |
DEFA14A 1 defa14a05022018.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as |
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| May 1, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| May 1, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement o Confide |
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| May 1, 2018 |
USG Board Authorizes Negotiations with Knauf EXHIBIT 99.1 USG Board Authorizes Negotiations with Knauf Chicago, IL, May 1, 2018 – USG Corporation (NYSE: USG) today announced that its Board of Directors has authorized management to commence negotiations with Gebr. Knauf KG (“Knauf”) regarding a potential sale of the Company. The USG Board remains committed to acting in the best interests of all shareholders and will evaluate all options to do |
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| May 1, 2018 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES 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): May 1, 2018 (May 1, 2018) USG Corporation (Exact name of registrant as specified in its charter) Commission File Number: 1-8864 Delaware 36-3329400 (State or other jurisdiction of inc |
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| May 1, 2018 |
USG / USG Corp. / Gebr. Knauf Verwaltungsgesellschaft Kg - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 15) USG Corporation (Name of Issuer) Common Stock, Par Value $0.10 Per Share (Title of Class of Securities) 90329405 (CUSIP Number) Jorg Schanow, LL.M. General Counsel G |
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| May 1, 2018 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Knauf Encouraged that the USG Board Authorized Management to Enter into Discussions Regarding Knauf’s Offer IPHOFEN, Germany — May 1, 2018 — Gebr. Knauf KG (“Knauf”) today commented on USG Corporation’s (NYSE: USG) (“USG”) willingness to enter into a confidentiality agreement to facilitate discussions regarding Knauf’s $42 per share cash offer. Knauf issued the f |
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| April 30, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement o Confide |
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| April 30, 2018 |
USG / USG Corp. / Gebr. Knauf Verwaltungsgesellschaft Kg - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 14) USG Corporation (Name of Issuer) Common Stock, Par Value $0.10 Per Share (Title of Class of Securities) 90329405 (CUSIP Number) Jorg Schanow, LL.M. General Counsel G |
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| April 30, 2018 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Leading Proxy Advisory Firms ISS and Glass Lewis Recommend USG Shareholders Vote “AGAINST” All Four USG Director Nominees on the GOLD Proxy Card ISS and Glass Lewis Support Unambiguous Message to the USG Board to Engage with Knauf Regarding its Offer ISS Concludes that Knauf’s Offer Merits More Demonstrable Engagement on the Part of the USG Board ISS Indicates th |
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| April 26, 2018 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| April 26, 2018 |
EX-99.1 USG: MAXIMIZING VALUE FOR ALL STOCKHOLDERS APRIL 2018 USG April 2018 EXHIBIT 99.1 This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 related to management's expectations about future conditions, including but not limited to, statements regarding the indication of interest made by Knauf and uncertainties regarding |
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| April 26, 2018 |
USG Files Investor Presentation and Sends Letter to Stockholders EX-99.2 Exhibit 99.2 USG Files Investor Presentation and Sends Letter to Stockholders - Reiterates Board’s Willingness to Consider Any Opportunity to Maximize Value for ALL Stockholders, Including a Sale of the Company - Refutes Knauf’s Misleading Statements About Their Proposal, Their Interactions with Our Board and USG’s Prospects - Reinforces View That Knauf’s Opportunistically Timed Proposal D |
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| April 26, 2018 |
Regulation FD Disclosure, Financial Statements and Exhibits 8-K UNITED STATES 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): April 26, 2018 (April 26, 2018) USG Corporation (Exact name of registrant as specified in its charter) Commission File Number: 1-8864 Delaware 36-3329400 (State or other jurisdict |
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| April 26, 2018 |
DEFA14A 1 d560193ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as |
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| April 26, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement o Confide |
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| April 26, 2018 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| April 26, 2018 |
USG / USG Corp. / Gebr. Knauf Verwaltungsgesellschaft Kg - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 13) USG Corporation (Name of Issuer) Common Stock, Par Value $0.10 Per Share (Title of Class of Securities) 90329405 (CUSIP Number) Jorg Schanow, LL.M. General Counsel G |
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| April 26, 2018 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Knauf Comments on USG’s Disappointing First Quarter Earnings Results USG’s Results Highlight History of Underperformance, Earnings Misses and Challenges to Achieve Ambitious 2020 Targets as a Transformed Company Knauf Reaffirms $42 Cash-Certain Offer IPHOFEN, Germany — April 26, 2018 — Gebr. Knauf KG (“Knauf”) today issued the following statement regarding USG Co |
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| April 25, 2018 |
Exhibit 99.1 USG Corporation Reports First Quarter 2018 Results Highest First Quarter Net Sales in a Decade; Strategic Initiatives and Refreshed Operating Model Contributed to Top-Line Growth Business Highlights New corporate strategy announced at Investor Day expected to drive continued profitable growth and increase shareholder value over the mid-term Delivered $786 million of net sales for the |
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| April 25, 2018 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES 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): April 25, 2018 (April 25, 2018) USG Corporation (Exact name of registrant as specified in its charter) Commission File Number: 1-8864 Delaware 36-3329400 (State or other jurisdiction |
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| April 25, 2018 |
EXHIBIT 95 Mine Safety Disclosures The operation of our nine mines and quarries in the United States is subject to regulation and inspection under the Federal Mine Safety and Health Act of 1977, or Safety Act. |
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| April 25, 2018 |
USG / USG Corp. 10-Q (Quarterly Report) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1- |
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| April 23, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement o Confide |
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| April 23, 2018 |
USG / USG Corp. / Gebr. Knauf Verwaltungsgesellschaft Kg - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 12) USG Corporation (Name of Issuer) Common Stock, Par Value $0.10 Per Share (Title of Class of Securities) 90329405 (CUSIP Number) Jorg Schanow, LL.M. General Counsel G |
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| April 23, 2018 |
Exhibit 99.1 FOR IMMEDIATE RELEASE KNAUF SENDS LETTER TO USG SHAREHOLDERS URGING THEM TO VOTE AGAINST ALL FOUR USG DIRECTOR NOMINEES ON GOLD PROXY CARD TODAY Knauf’s Offer Gives Shareholders Cash-Certain Value Knauf’s Offer De-Risks the Execution of Management’s Ambitious Plan in an Inherently Cyclical Industry USG Refuses to Engage on a Substantial Cash Premium Offer USG’s Resistance Reflects on |
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| April 20, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| April 20, 2018 |
QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 17, 2018 |
DFAN14A 1 a18-97787dfan14a.htm DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: |
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| April 17, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement o Confide |
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| April 17, 2018 |
QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 17, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement o Confide |
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| April 17, 2018 |
Exhibit 99.2 FOR IMMEDIATE RELEASE Knauf Files Investor Presentation Presentation Highlights the Value of Knauf’s Offer and Risks Inherent in USG’s Strategy Despite Knauf’s Repeated and Concerted Efforts, USG’s Board Refuses to Seriously Engage and Demonstrate Additional Value Urges Fellow Shareholders to Send Clear Message to USG’s Board to Engage in Meaningful Discussions with Knauf Regarding $4 |
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| April 17, 2018 |
Exhibit 99.1 Knauf Urges USG Shareholders to Send a Clear Message to the Board by Voting AGAINST USG’s Director Nominees at the Company’s Annual Meeting on May 9th $42 per Share – A Compelling All Cash Offer April 17, 2018 2 Certain statements in this communication may be forward looking in nature or constitute “forward-looking statements” as defined in the Private Securities Litigation Reform Act |
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| April 17, 2018 |
USG / USG Corp. / Gebr. Knauf Verwaltungsgesellschaft Kg - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 11) USG Corporation (Name of Issuer) Common Stock, Par Value $0.10 Per Share (Title of Class of Securities) 90329405 (CUSIP Number) Jorg Schanow, LL.M. General Counsel G |
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| April 16, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement o Confide |
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| April 16, 2018 |
Exhibit 99.1 April 16, 2018 USG Corporation 550 West Adams Street Chicago, IL 60661-3676 Attn: Steven F. Leer, Chairman of the Board of Directors Michelle M. Warner, Senior Vice President, General Counsel and Corporate Secretary Dear Members of the USG Board of Directors: As a long-term shareholder of USG, we were deeply troubled that USG chose to deny our request for the Company’s current stockli |
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| April 16, 2018 |
USG / USG Corp. / Gebr. Knauf Verwaltungsgesellschaft Kg - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 10) USG Corporation (Name of Issuer) Common Stock, Par Value $0.10 Per Share (Title of Class of Securities) 90329405 (CUSIP Number) Jorg Schanow, LL.M. General Counsel G |
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| April 13, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin |
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| April 12, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin |
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| April 12, 2018 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES 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): April 12, 2018 (April 12, 2018) USG Corporation (Exact name of registrant as specified in its charter) Commission File Number: 1-8864 Delaware 36-3329400 (State or other jurisdiction |
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| April 12, 2018 |
USG Board Sends Letter to Stockholders EXHIBIT 99.1 USG Board Sends Letter to Stockholders – Says Knauf’s “Vote No” Campaign is Misguided Attempt to Pressure the Board into Accepting a Proposal That is Substantially Below USG’s Intrinsic Value – Notes that Campaign is Designed to Undermine Board’s Ability to Work to Maximize Value – Rebuts Knauf’s Disingenuous and Misleading Comments Regarding USG’s Engagement with Knauf – Urges Stockh |
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| April 12, 2018 |
USG / USG Corp. / Berkshire Hathaway Inc - SC 13D/A Activist Investment SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240. |
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| April 10, 2018 |
USG Responds to Knauf’s “Vote No” Campaign Notes Knauf’s Mischaracterization of USG’s Engagement EXHIBIT 99.1 USG Responds to Knauf’s “Vote No” Campaign Notes Knauf’s Mischaracterization of USG’s Engagement Chicago, IL, April 10, 2018 – USG Corporation (NYSE: USG) today issued the following statements in response to the announcement from Gebr. Knauf KG (“Knauf”) urging USG shareholders to vote against the Company’s director nominees at its upcoming Annual Meeting on May 9, 2018. On March 26, |
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| April 10, 2018 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES 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): April 10, 2018 (April 10, 2018) USG Corporation (Exact name of registrant as specified in its charter) Commission File Number: 1-8864 Delaware 36-3329400 (State or other jurisdiction |
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| April 10, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement o Confide |
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| April 10, 2018 |
QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 10, 2018 |
Exhibit 99.1 FOR IMMEDIATE RELEASE KNAUF ISSUES OPEN LETTER TO USG SHAREHOLDERS AND URGES THEM TO VOTE AGAINST ALL FOUR USG DIRECTOR NOMINEES TODAY Underscores Value of $42.00 per Share All-Cash Premium Offer Files Preliminary Proxy Materials IPHOFEN, Germany — April 10, 2018 — Gebr. Knauf KG (“Knauf”) today issued a letter to all USG Corporation (NYSE: USG) shareholders urging them to vote agains |
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| April 10, 2018 |
USG / USG Corp. / Gebr. Knauf Verwaltungsgesellschaft Kg - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 9) USG Corporation (Name of Issuer) Common Stock, Par Value $0.10 Per Share (Title of Class of Securities) 90329405 (CUSIP Number) Jorg Schanow, LL.M. General Counsel Ge |
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| March 29, 2018 |
USG / USG Corp. DEFINITIVE ADDITIONAL PROXY SOLICITING MATERIALS DEFA14A 1 usg3303991-defa14a.htm DEFINITIVE ADDITIONAL PROXY SOLICITING MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confi |
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| March 29, 2018 |
USG / USG Corp. DEFINITIVE ADDITIONAL PROXY SOLICITING MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| March 29, 2018 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14 |
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| March 29, 2018 |
2018 NOTICE OF ANNUAL MEETING & PROXY STATEMENTNOTICE OF 2018 ANNUAL MEETING & PROXY STATEMENT KEY SECTIONS Letters from our Non-Executive Chairman of the Board, and President and CEO 2 Proxy Summary 6 Board of Directors and Corporate Governance 11 Compensation of Executive Officers 302 USG Corporation USG Corporation 550 West Adams Street Chicago, Illinois 60661 Founded in 1902 March 29, 2018 Dear Fellow Stockholder: It is a pleasure to invite you to the 2018 USG Corporation annual meeting of stockholders. |
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| March 26, 2018 |
USG / USG Corp. FORM 8-K (Current Report) UNITED STATES 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): March 26, 2018 (March 26, 2018) USG Corporation (Exact name of registrant as specified in its charter) Commission File Number: 1-8864 Delaware 36-3329400 (State or other jurisdiction |
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| March 26, 2018 |
USG Board of Directors Unanimously Rejects Unsolicited Proposal From Knauf EXHIBIT 99.1 USG Board of Directors Unanimously Rejects Unsolicited Proposal From Knauf Chicago, IL, March 26, 2018 – USG Corporation (NYSE: USG) today announced that its Board of Directors, advised by its financial and legal advisors, has unanimously rejected the unsolicited and non-binding proposal disclosed today by Gebr. Knauf KG (“Knauf”) to acquire all of the shares of USG for $42.00 per sha |
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| March 26, 2018 |
Exhibit 99.2 [Gebr. Knauf KG Letterhead] PRIVATE AND CONFIDENTIAL March 15, 2018 Steven F. Leer Chairman of the Board of Directors Jennifer F. Scanlon President and Chief Executive Officer and Member of the Board of Directors USG Corporation 550 West Adams Street Chicago, Illinois 60661 Dear Steven and Jenny: As previewed at our meeting in New York earlier this week and further to our proposal let |
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| March 26, 2018 |
USG / USG Corp. / Berkshire Hathaway Inc - SC 13D/A Activist Investment SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240. |
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| March 26, 2018 |
Exhibit 99.1 [Gebr. Knauf KG Letterhead] PRIVATE AND CONFIDENTIAL November 28, 2017 Jennifer F. Scanlon President and Chief Executive Officer and Member of the Board of Directors cc: Steven F. Leer, Chairman of the Board of Directors USG Corporation 550 West Adams Street Chicago, Illinois 60661 Dear Jennifer: On behalf of Gebr. Knauf KG (“Knauf”), we are pleased to submit this non-binding indicati |
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| March 26, 2018 |
USG / USG Corp. / Gebr. Knauf Verwaltungsgesellschaft Kg - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 8) USG Corporation (Name of Issuer) Common Stock, Par Value $0.10 Per Share (Title of Class of Securities) 90329405 (CUSIP Number) Jorg Schanow, LL.M. General Counsel Gebr |
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| February 14, 2018 |
Year 2018 Management Incentive (Elected Officers Only) USG Corporation EX-10.29 2 usgex1029x1231201710-k.htm 2018 ANNUAL MANAGEMENT INCENTIVE PROGRAM OF USG CORPORATION EXHIBIT 10.29 Year 2018 Annual Management Incentive Program (Elected Officers Only) USG Corporation PURPOSE To enhance USG Corporation's ability to attract, motivate, reward and retain key employees of the Corporation and its operating subsidiaries and to align management's interests with those of the |
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| February 14, 2018 |
USG / USG Corp. 10-K (Annual Report) UNITED STATES 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 For the fiscal year ended December 31, 2017 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-8864 USG CORPORATION (E |
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| February 14, 2018 |
EX-24 5 usgex24x1231201710-k.htm POWER OF ATTORNEY Exhibit 24 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose name appears below constitutes and appoints Michelle M. Warner and Matthew F. Hilzinger, and each of them, his or her true and lawful attorney(s)-in-fact and agent(s), with full power of substitution and resubstitution, for and in his or her name, place and ste |
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| February 14, 2018 |
EX-95 10 usgex95x1231201710-k.htm MINE SAFETY DISCLOSURES EXHIBIT 95 Mine Safety Disclosures The operation of our nine mines and quarries in the United States is subject to regulation and inspection under the Federal Mine Safety and Health Act of 1977, or Safety Act. From time to time, inspection of our mines and quarries and their operation results in our receipt of citations or orders alleging v |
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| February 14, 2018 |
EXHIBIT 21 SUBSIDIARIES The following is a list of certain subsidiaries of USG Corporation as of February 14, 2018, the principal names under which such subsidiaries do business and the state or country in which each is organized. |
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| February 1, 2018 |
Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events UNITED STATES 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 1, 2018 (January 31, 2018) USG Corporation (Exact name of registrant as specified in its charter) Commission File Number: 1-8864 Delaware 36-3329400 (State or other jurisdict |
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| February 1, 2018 |
Exhibit 99.1 USG Corporation Reports Fourth Quarter and Full Year 2017 Results and Increases Share Repurchase Program to $500 Million Business Highlights Fourth Quarter 2017 vs. Fourth Quarter 2016 ? Net sales increased to $831 million from $734 million ? Operating profit increased to $87 million from $59 million; adjusted operating profit increased to $106 million from $96 million ? Net loss of $ |
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| January 26, 2018 |
Exhibit EXHIBIT 99.1 USG CORPORATION SCHEDULE OF REVISED REPORTABLE SEGMENT DATA SUPPLEMENTAL FINANCIAL INFORMATION (dollars in millions) (Unaudited) Recast Financial Information for Change in Segments Q3 2017 Q2 2017 Q1 2017 Q4 2016 FY2016 FY2015 Net Sales U.S. Wallboard and Surfaces $ 466 $ 482 $ 469 $ 440 $ 1,778 $ 1,720 U.S. Performance Materials 92 100 86 86 357 321 U.S. Ceilings 125 118 112 |
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| January 26, 2018 |
Regulation FD Disclosure, Financial Statements and Exhibits Document UNITED STATES 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): January 26, 2018 (January 26, 2018) USG Corporation (Exact name of registrant as specified in its charter) Commission File Number: 1-8864 Delaware 36-3329400 (State or other |
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| November 29, 2017 |
S-3ASR 1 forms-3asr2017.htm S-3ASR As filed with the Securities and Exchange Commission on November 29, 2017. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 USG CORPORATION (Exact name of registrant as specified in its charter) Delaware 36-3329400 (State or other jurisdiction of incorporat |
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| November 29, 2017 |
Exhibit Exhibit 12.1 USG Corporation Ratio of Earnings to Fixed Charges Nine Months Ended September 30, Year end December 31, 2017 2016 2015 (a) 2014 (a) 2013 (a) 2012 (a) Earnings: Income (loss) from continuing operations before taxes 243 274 236 33 55 (134 ) Less: Income (loss) from equity method investments 42 49 50 35 1 ? Income (loss) from continuing operations before income taxes and equity |
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| November 29, 2017 |
EX-24.1 7 usgex241x2017xs-3asr.htm POWERS OF ATTORNEY Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Matthew F. Hilzinger and Michelle M. Warner, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her na |
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| November 14, 2017 |
BY-LAWS USG CORPORATION As of November 9, 2017 BY-LAWS OF USG CORPORATION ARTICLE I Exhibit EXHIBIT 3.2 BY-LAWS OF USG CORPORATION (Delaware) As of November 9, 2017 BY-LAWS OF USG CORPORATION ARTICLE I OFFICES The registered office of the corporation in the State of Delaware shall be in the City of Wilmington, County of New Castle. The corporation may have such other offices, either within or without the State of Delaware, as the business of the corporation may require from time |
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| November 14, 2017 |
Document UNITED STATES 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): November 14, 2017 (November 9, 2017) USG Corporation (Exact name of registrant as specified in its charter) Commission File Number: 1-8864 Delaware 36-3329400 (State or other |
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| November 14, 2017 |
RESTATED CERTIFICATE OF INCORPORATION OF USG CORPORATION (Originally incorporated October 22, 1984) Exhibit EXHIBIT 3.1 RESTATED CERTIFICATE OF INCORPORATION OF USG CORPORATION (Originally incorporated October 22 , 1984) USG Corporation (the ?corporation?), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify: FIRST : The corporation?s Board of Directors has duly adopted this Restated Certificate of Incorporation in |
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| October 26, 2017 |
USG Corporation Reports Third Quarter 2017 Results Exhibit 99.1 USG Corporation Reports Third Quarter 2017 Results Business Highlights Third Quarter 2017 vs. Third Quarter 2016 Net sales increased to $795 million from $767 million Net income increased to $66 million from $62 million; adjusted net income decreased to $68 million from $69 million Earnings per diluted share increased to $0.46 from $0.42; adjusted earnings per diluted share increased |
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| October 26, 2017 |
EX-95 7 usgex95x0930201710-q.htm MINE SAFETY DISCLOSURES EXHIBIT 95 Mine Safety Disclosures The operation of our nine mines and quarries in the United States is subject to regulation and inspection under the Federal Mine Safety and Health Act of 1977, or Safety Act. From time to time, inspection of our mines and quarries and their operation results in our receipt of citations or orders alleging vi |
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| October 26, 2017 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES 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): October 26, 2017 (October 26, 2017) USG Corporation (Exact name of registrant as specified in its charter) Commission File Number: 1-8864 Delaware 36-3329400 (State or other jurisdict |
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| October 26, 2017 |
FIRST AMENDMENT TO USG CORPORATION DEFERRED COMPENSATION PROGRAM FOR NON-EMPLOYEE DIRECTORS EXHIBIT 10.1 FIRST AMENDMENT TO USG CORPORATION DEFERRED COMPENSATION PROGRAM FOR NON-EMPLOYEE DIRECTORS This First Amendment (this ?Amendment?) to USG Corporation Deferred Compensation Program for Non-Employee Directors (the ?Plan?) is made as of August 22, 2017 by the Board of Directors (the ?Board?) of USG Corporation, a Delaware corporation (the ?Company?), based on the recommendation of the G |
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| October 26, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe |
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| August 24, 2017 |
Document UNITED STATES 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): August 24, 2017 (August 23, 2017) USG Corporation (Exact name of registrant as specified in its charter) Commission File Number: 1-8864 Delaware 36-3329400 (State or other ju |
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| July 26, 2017 |
USG USG CORPORATION 8-K (Current Report/Significant Event) UNITED STATES 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 26, 2017 (July 26, 2017) USG Corporation (Exact name of registrant as specified in its charter) Commission File Number: 1-8864 Delaware 36-3329400 (State or other jurisdiction of |
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| July 26, 2017 |
USG Corporation Reports Second Quarter 2017 Results Exhibit 99.1 USG Corporation Reports Second Quarter 2017 Results Business Highlights Second Quarter 2017 vs. Second Quarter 2016 Net sales increased to $811 million from $769 million Net income decreased to $36 million from $74 million; adjusted net income increased to $64 million from $61 million Earnings per diluted share decreased to $0.24 from $0.50; adjusted earnings per diluted share increas |
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| July 26, 2017 |
EX-95 6 usgex95x0630201710-q.htm MINE SAFETY DISCLOSURES EXHIBIT 95 Mine Safety Disclosures The operation of our nine mines and quarries in the United States is subject to regulation and inspection under the Federal Mine Safety and Health Act of 1977, or Safety Act. From time to time, inspection of our mines and quarries and their operation results in our receipt of citations or orders alleging vi |
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| July 26, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-8 |
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| June 19, 2017 |
Exhibit Exhibit 99.1 USG CORPORATION INVESTMENT PLAN REPORT ON AUDITED FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 2016 AND 2015 AND FOR THE YEAR ENDED DECEMBER 31, 2016 WITH REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM USG CORPORATION INVESTMENT PLAN December 31, 2016 and 2015 TABLE OF CONTENTS Page(s) REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 1 FINA |
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| June 19, 2017 |
Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark one) x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016. OR ? TRANSITION REPORT PURSUANT TO |
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| May 23, 2017 |
Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM SD SPECIALIZED DISCLOSURE REPORT USG Corporation (Exact name of registrant as specified in its charter) Delaware 1-8864 36-3329400 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No. |
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| May 15, 2017 |
USG CORPORATION SUPPLEMENTAL INDENTURE NO. 7 4.875% Senior Notes due 2027 EX-4.1 2 usgex41x05152017x8-k.htm SUPPLEMENTAL INDENTURE NO. 7 Exhibit 4.1 USG CORPORATION SUPPLEMENTAL INDENTURE NO. 7 4.875% Senior Notes due 2027 THIS SUPPLEMENTAL INDENTURE NO. 7, dated as of May 15, 2017 (this “Supplemental Indenture”), by and among USG CORPORATION, a Delaware corporation (the “Company”), each of UNITED STATES GYPSUM COMPANY, a Delaware corporation, USG FOREIGN INVESTMENTS, L |
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| May 15, 2017 |
EX-99.1 3 usgex991x05152017x8-k.htm PRESS RELEASE Exhibit 99.1 For Immediate Release Contact Media Kathleen Prause (312) 436-6607 [email protected] Investors Ryan Flanagan (312) 436-5304 [email protected] USG CORPORATION ANNOUNCES EARLY RESULTS OF CASH TENDER OFFER FOR $500 MILLION PRINCIPAL AMOUNT OF 7.75% SENIOR NOTES DUE 2018 Chicago, IL (May 12, 2017) – USG Corporation ( |
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| May 15, 2017 |
8-K 1 form8-k05152017.htm FORM 8-K UNITED STATES 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): May 12, 2017 USG Corporation (Exact name of registrant as specified in its charter) Commission File Number: 1-8864 Delaware 36-3329400 (State or oth |
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| May 11, 2017 |
USG FORM 8-K (Current Report/Significant Event) Document UNITED STATES 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): May 11, 2017 (May 10, 2017) USG Corporation (Exact name of registrant as specified in its charter) Commission File Number: 1-8864 Delaware 36-3329400 (State or other jurisdic |
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| May 11, 2017 |
AMENDMENT RESTATED CERTIFICATE OF INCORPORATION USG CORPORATION Exhibit EXHIBIT 3.1 AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION OF USG CORPORATION USG Corporation, a corporation organized and existing under and by virtue of the Delaware General Corporation Law (the ?Corporation?) DOES HEREBY CERTIFY THAT: FIRST: This Amendment to the Restated Certificate of Incorporation (the ?Restated Certificate of Incorporation?), of the Corporation has been duly ado |
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| May 3, 2017 |
DEFA14A 1 defa14a05032017.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as |
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| May 1, 2017 |
Financial Statements and Exhibits, Other Events 8-K UNITED STATES 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): May 1, 2017 USG Corporation (Exact name of registrant as specified in its charter) Commission File Number: 1-8864 Delaware 36-3329400 (State or other jurisdiction of incorporation |
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| May 1, 2017 |
USG CORPORATION ANNOUNCES PRICING OF OFFERING OF 4.875% SENIOR NOTES DUE 2027 EX-99.1 Exhibit 99.1 For Immediate Release Contact Media Kathleen Prause (312) 436-6607 [email protected] Investors Ryan Flanagan (312) 436-5304 [email protected] USG CORPORATION ANNOUNCES PRICING OF OFFERING OF 4.875% SENIOR NOTES DUE 2027 Chicago, IL (May 1, 2017) ? USG Corporation (NYSE:USG) today announced the pricing of a private offering of $500 million aggregate princ |
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| May 1, 2017 |
USG CORPORATION ANNOUNCES LAUNCH OF SENIOR NOTES OFFERING Exhibit 99.1 For Immediate Release Contact Media Kathleen Prause (312) 436-6607 [email protected] Investors Ryan Flanagan (312) 436-5304 [email protected] USG CORPORATION ANNOUNCES LAUNCH OF SENIOR NOTES OFFERING Chicago, IL (May 1, 2017) ? USG Corporation (NYSE: USG) today announced that it launched a private offering of $500 million aggregate principal amount of senior not |
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| May 1, 2017 |
[Remainder of page intentionally left blank] EX-10.3 4 d385515dex103.htm EX-10.3 Exhibit 10.3 EXECUTION VERSION CANADIAN AMENDMENT AND REAFFIRMATION AGREEMENT (this “Agreement”) dated as of May 1, 2017, between CGC INC., a New Brunswick corporation (the “Canadian Borrower”), and JPMORGAN CHASE BANK, N.A., as administrative agent under the Fifth Amended and Restated Credit Agreement dated as of May 1, 2017, among USG CORPORATION, a Delaware c |
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| May 1, 2017 |
EX-99.2 6 d385515dex992.htm EX-99.2 Exhibit 99.2 For Immediate Release Contact Media Kathleen Prause (312) 436-6607 [email protected] Investors Ryan Flanagan (312) 436-5304 [email protected] USG CORPORATION ANNOUNCES LAUNCH OF CASH TENDER OFFER FOR $500 MILLION PRINCIPAL AMOUNT OF 7.75% SENIOR NOTES DUE 2018 Chicago, IL (May 1, 2017) – USG Corporation (NYSE: USG) (“USG”) tod |
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| May 1, 2017 |
Form 8-K UNITED STATES 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): May 1, 2017 USG Corporation (Exact name of registrant as specified in its charter) Commission File Number: 1-8864 Delaware 36-3329400 (State or other jurisdiction of incorpor |
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| May 1, 2017 |
8 [Remainder of page intentionally left blank] EX-10.1 Exhibit 10.1 EXECUTION VERSION FIFTH AMENDMENT AND RESTATEMENT AGREEMENT (this “Agreement”) dated as of May 1, 2017, among USG CORPORATION, a Delaware corporation (the “U.S. Borrower”), CGC INC., a New Brunswick corporation (the “Canadian Borrower” and, together with the U.S. Borrower, the “Borrowers”), the other LOAN PARTIES party hereto, the LENDERS and ISSUING BANKS party hereto, JPMORG |
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| May 1, 2017 |
EX-10.2 EXHIBIT A TO FIFTH AMENDMENT AND RESTATEMENT AGREEMENT FIFTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 1, 2017, among USG CORPORATION, as U.S. Borrower, CGC INC., as Canadian Borrower, The Lenders and Issuing Banks Party Hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, JPMORGAN CHASE BANK, N.A., TORONTO BRANCH as Canadian Administrative Agent, and BANK OF AMERICA, N. |
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| April 27, 2017 |
Document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 27, 2017 |
USG USG CORPORATION 8-K (Current Report/Significant Event) UNITED STATES 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): April 27, 2017 (April 27, 2017) USG Corporation (Exact name of registrant as specified in its charter) Commission File Number: 1-8864 Delaware 36-3329400 (State or other jurisdiction |
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| April 27, 2017 |
USG Corporation Reports First Quarter 2017 Results Exhibit 99.1 USG Corporation Reports First Quarter 2017 Results Business Highlights First Quarter 2017 vs. First Quarter 2016 Net sales increase to $767 million from $747 million Net income decreases to $55 million from $67 million; adjusted net income decreases to $55 million from $56 million Earnings per diluted share decreases to $0.37 from $0.46; adjusted earnings per diluted share decreases t |
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| April 27, 2017 |
EXHIBIT 95 Mine Safety Disclosures The operation of our ten mines and quarries in the United States is subject to regulation and inspection under the Federal Mine Safety and Health Act of 1977, or Safety Act. |
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| April 24, 2017 |
Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2) |
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| March 30, 2017 |
USG DEFINITIVE ADDITIONAL PROXY SOLICITING MATERIALS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14 |
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| March 30, 2017 |
USG DEFINITIVE ADDITIONAL PROXY SOLICITING MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| March 30, 2017 |
NOTICE OF 2017 ANNUAL MEETING & PROXY STATEMENT2017 Proxy Statement 03 USG Corporation 550 West Adams Street Chicago, Illinois 60661 Founded in 1902 March 30, 2017 Dear Fellow Stockholder: It is a pleasure to invite you to the 2017 USG Corporation annual meeting of stockholders. |
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| March 30, 2017 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi |
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| March 10, 2017 |
NOTICE OF 2017 ANNUAL MEETING & PROXY STATEMENT2017 Proxy Statement 03 USG Corporation 550 West Adams Street Chicago, Illinois 60661 Founded in 1902 [], 2017 Dear Fellow Stockholder: It is a pleasure to invite you to the 2017 USG Corporation annual meeting of stockholders. |
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| March 10, 2017 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| February 8, 2017 |
Document UNITED STATES 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 For the fiscal year ended December 31, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-8864 USG CORPO |
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| February 8, 2017 |
EXHIBIT 21 SUBSIDIARIES The following is a list of certain subsidiaries of USG Corporation as of February 8, 2017, the principal names under which such subsidiaries do business and the state or country in which each is organized. |
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| February 8, 2017 |
USG CORPORATION MARKET SHARE UNITS AGREEMENT EXHIBIT 10.43 USG CORPORATION MARKET SHARE UNITS AGREEMENT WHEREAS, the “Grantee” is an employee of USG Corporation, a Delaware corporation (the “Company”), or a Subsidiary; WHEREAS, the Compensation and Organization Committee of the Board of Directors of the Company (the “Committee”) has granted to the Grantee, and the outside directors (as such term is used for purposes of Section 162(m) of the |
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| February 8, 2017 |
INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF USG BORAL BUILDING PRODUCTS PTE. LIMITED Report on the Consolidated Financial Statements We have audited the accompanying consolidated statements of profit or loss and other comprehensive income, changes in equity, and cash flows of USG Boral Building Products Pte. Limited (the “company”) and its subsidiaries (the “group”) for the period from January |
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| February 8, 2017 |
EXHIBIT 95 Mine Safety Disclosures The operation of our ten mines and quarries in the United States is subject to regulation and inspection under the Federal Mine Safety and Health Act of 1977, or Safety Act. |
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| February 8, 2017 |
USG CORPORATION PERFORMANCE SHARES AGREEMENT EXHIBIT 10.44 USG CORPORATION PERFORMANCE SHARES AGREEMENT WHEREAS, the “Grantee” is an employee of USG Corporation, a Delaware corporation (the “Company”), or a Subsidiary; WHEREAS, the Compensation and Organization Committee of the Board of Directors of the Company (the “Committee”) has granted to the Grantee, and the outside directors (as such term is used for purposes of Section 162(m) of the |
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| February 8, 2017 |
USG CORPORATION RESTRICTED STOCK UNITS AGREEMENT EXHIBIT 10.42 USG CORPORATION RESTRICTED STOCK UNITS AGREEMENT WHEREAS, the “Grantee” is an employee of USG Corporation, a Delaware corporation (the “Company”), or a Subsidiary; WHEREAS, the Compensation and Organization Committee of the Board of Directors of the Company (the “Committee”) has granted to the Grantee, and the outside directors (as such term is used for purposes of Section 162(m) of |
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| February 8, 2017 |
USG Boral Building Products Pty Limited and Controlled Entities Full Year Financial Report 30 June 2016 ABN 84 004 231 976 USG Boral Building Products Pty Limited and Controlled Entities TABLE OF CONTENTS Income Statement 1 Statement of Comprehensive Income 2 Balance Sheet 3 Statement of Changes in Equity 4 Statement of Cash Flows 5 Notes to the Financial Statements 1 Significant accounting polici |
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| February 8, 2017 |
Year 2017 Management Incentive (Executive Officers Only) USG Corporation EXHIBIT 10.30 Year 2017 Annual Management Incentive Program (Executive Officers Only) USG Corporation PURPOSE To enhance USG Corporation's ability to attract, motivate, reward and retain key employees of the Corporation and its operating subsidiaries and to align management's interests with those of the Corporation's stockholders by providing incentive award opportunities to managers who make a me |
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| February 8, 2017 |
Exhibit 24 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose name appears below constitutes and appoints Michelle M. |
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| February 8, 2017 |
EXHIBIT 10.53 Amendment No. 5 to USG Corporation Non-Employee Director Compensation Program (As Amended and Restated February 13, 2008 and amended November 12, 2010, November 10, 2011, November 14, 2013 and November 13, 2014) Section 2 of the USG Corporation Non-Employee Director Program (As Amended and Restated February 13, 2008 and amended November 12, 2010, November 10, 2011, November 14, 2013 |
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| February 1, 2017 |
USG USG CORPORATION 8-K (Current Report/Significant Event) UNITED STATES 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 1, 2017 (January 27, 2017) USG Corporation (Exact name of registrant as specified in its charter) Commission File Number: 1-8864 Delaware 36-3329400 (State or other jurisdict |
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| February 1, 2017 |
Exhibit 10.1 AMENDMENT NO. 1 dated as of January 27, 2017 (this ?Amendment?), to the FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 22, 2014 (as amended, supplemented or otherwise modified from time to time, the ?Credit Agreement?), among USG CORPORATION, a Delaware corporation (the ?U.S. Borrower?), CGC INC., a New Brunswick corporation (the ?Canadian Borrower? and together with |
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| February 1, 2017 |
Exhibit 99.1 USG Corporation Reports Fourth Quarter and Full Year 2016 Results and Announces $250 Million Share Repurchase Program Business Highlights Full Year 2016 vs. Full Year 2015 Net sales increase to $3.0 billion from $2.9 billion Operating profit increases to $394 million from $355 million; adjusted operating profit increases to $470 million from $388 million Net income decreases to $510 m |
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| November 1, 2016 |
Document UNITED STATES 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): November 1, 2016 (October 31, 2016) USG Corporation (Exact name of registrant as specified in its charter) Commission File Number: 1-8864 Delaware 36-3329400 (State or other |
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| November 1, 2016 |
EX-99.1 3 ex991x1112016x8-k.htm EXHIBIT 99.1 Exhibit 99.1 As USG previously disclosed, in the third quarter of fiscal year 2016, the Company has reflected the results of L&W as a discontinued operation. This Exhibit 99.1 to Form 8-K provides recast historical quarterly and annual unaudited financial information for the year ended December 31, 2015 and the nine months ended September 30, 2016, refl |
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| November 1, 2016 |
Exhibit EXHIBIT 10.1 CONFIDENTIAL TREATMENT REQUESTED BY USG CORPORATION ? CONFIDENTIAL PORTIONS OF THIS DOCUMENT, MARKED BY *****, HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934. EXECUTION VERSION SUPPLY AGREEMENT This Supply Agreement (? Agreement ?), dated as of October 31 |
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| November 1, 2016 |
USG CORPORATION UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION Exhibit EXHIBIT 99.2 USG CORPORATION UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION On October 31, 2016, USG Corporation, or USG or the Company, completed the previously announced sale of L&W Supply Corporation, or L&W, to American Builders & Contractors Supply Co., Inc., or ABC Supply, for $668 million, which includes $2 million for an estimated working capital adjustment. In th |
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| October 25, 2016 |
10-Q 1 usg10-q09302016q3.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition pe |
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| October 25, 2016 |
USG USG CORPORATION 8-K (Current Report/Significant Event) UNITED STATES 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): October 25, 2016 (October 25, 2016) USG Corporation (Exact name of registrant as specified in its charter) Commission File Number: 1-8864 Delaware 36-3329400 (State or other jurisdict |
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| October 25, 2016 |
USG Corporation Reports Third Quarter 2016 Results EX-99.1 2 a51444858ex991.htm EXHIBIT 99.1 Exhibit 99.1 USG Corporation Reports Third Quarter 2016 Results Third Quarter 2016 vs. Third Quarter 2015 Business Highlights Net sales increase to $767 million from $747 million Operating profit increases to $97 million from $94 million; adjusted operating profit increases to $127 million from $107 million Net income decreases to $62 million from $76 mill |
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| October 25, 2016 |
EXHIBIT 95 Mine Safety Disclosures The operation of our ten mines and quarries in the United States is subject to regulation and inspection under the Federal Mine Safety and Health Act of 1977, or Safety Act. |
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| October 17, 2016 |
USG FORM 8-K AMENDMENT (Current Report/Significant Event) Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 ON FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 17, 2016 (September 23, 2016) USG Corporation (Exact name of registrant as specified in its charter) Commission File Number: 1-8864 Delaware 36-3 |
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| September 23, 2016 |
EX-99.1 2 a51426262ex991.htm EXHIBIT 99.1 Exhibit 99.1 USG Corporation Announces Leadership Transition James S. Metcalf to Retire as Chairman, President and Chief Executive Officer, Effective October 31, 2016 Jennifer F. Scanlon to Succeed Metcalf as President and Chief Executive Officer Steven F. Leer to Transition to Non-Executive Chairman of the Board CHICAGO-(BUSINESS WIRE)-September 23, 2016- |
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| September 23, 2016 |
USG USG CORPORATION 8-K (Current Report/Significant Event) UNITED STATES 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): September 23, 2016 (September 22, 2016) USG Corporation (Exact name of registrant as specified in its charter) Commission File Number: 1-8864 Delaware 36-3329400 (State or other juris |
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| August 31, 2016 |
Document UNITED STATES 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): August 31, 2016 (August 31, 2016) USG Corporation (Exact name of registrant as specified in its charter) Commission File Number: 1-8864 Delaware 36-3329400 (State or other ju |
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| August 29, 2016 |
Form 8-K Amendment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 29, 2016 |
EX-2.1 Exhibit 2.1 EXECUTION VERSION SALE AND PURCHASE AGREEMENT DATED AS OF AUGUST 27, 2016 BY AND BETWEEN USG CORPORATION AND AMERICAN BUILDERS & CONTRACTORS SUPPLY CO., INC. TABLE OF CONTENTS PAGE ARTICLE 1 THE TRANSACTIONS 1 1.1. Purchase and Sale of Shares 1 1.2. Pre-Closing Transfer of Acquired Assets and Assumed Liabilities 1 ARTICLE 2 PURCHASE PRICE; CLOSING 4 2.1. Purchase Price 4 2.2. Cl |
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| August 29, 2016 |
Exhibit 99.1 ABC Supply to Purchase L&W Supply from USG Corporation for $670 Million Proceeds used to right-size USG?s balance sheet accelerating profitable growth opportunities BELOIT, Wis. & CHICAGO-(BUSINESS WIRE)-August 29, 2016-ABC Supply Co., Inc. (?ABC Supply?) and USG Corporation (NYSE:USG) today announced that they have entered into a definitive agreement in which ABC Supply will acquire |
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| August 29, 2016 |
USG USG CORPORATION 8-K (Current Report/Significant Event) UNITED STATES 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): August 29, 2016 (August 27, 2016) USG Corporation (Exact name of registrant as specified in its charter) Commission File Number: 1-8864 Delaware 36-3329400 (State or other jurisdictio |
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| August 5, 2016 |
Exhibit Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS , that each person whose signature appears below constitutes and appoints Matthew F. Hilzinger and Michelle M. Warner, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacitie |
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| August 5, 2016 |
Exhibit Exhibit 12.1 USG Corporation Ratio of Earnings to Fixed Charges June 30, Year end December 31, 2016 2015 2014 2013 2012 2011 Earnings: Income (loss) from continuing operations before taxes 209 262 46 59 (170 ) (410 ) Less: Income (loss) from equity method investments 23 50 35 1 ? 1 Income (loss) from continuing operations before income taxes and equity method investment earnings 186 212 11 |
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| August 5, 2016 |
Document As filed with the Securities and Exchange Commission on August 5, 2016. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 USG CORPORATION (Exact name of registrant as specified in its charter) Delaware 36-3329400 (State or other jurisdiction of incorporation or organization) (IRS Emp |
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| July 26, 2016 |
Document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| July 26, 2016 |
USG USG CORPORATION 8-K (Current Report/Significant Event) UNITED STATES 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 26, 2016 (July 26, 2016) USG Corporation (Exact name of registrant as specified in its charter) Commission File Number: 1-8864 Delaware 36-3329400 (State or other jurisdiction of |
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| July 26, 2016 |
USG Corporation Reports Second Quarter 2016 Results Exhibit 99.1 USG Corporation Reports Second Quarter 2016 Results Second Quarter 2016 vs. Second Quarter 2015 Business Highlights Net sales increase to $1 billion from $970 million Operating profit increases to $133 million from $105 million; adjusted operating profit increases to $138 million from $118 million Net income decreases to $74 million from $79 million; adjusted net income decreases to $ |
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| July 26, 2016 |
EXHIBIT 95 Mine Safety Disclosures The operation of our ten mines and quarries in the United States is subject to regulation and inspection under the Federal Mine Safety and Health Act of 1977, or Safety Act. |
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| June 20, 2016 |
Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark one) x Annual Report pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2015. Or ? Transition report pursuant to |
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| June 20, 2016 |
Exhibit Exhibit 99.1 USG CORPORATION INVESTMENT PLAN REPORT ON AUDITED FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 2015 AND 2014 AND FOR THE YEAR ENDED DECEMBER 31, 2015 WITH REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM USG CORPORATION INVESTMENT PLAN December 31, 2015 and 2014 TABLE OF CONTENTS Page(s) REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 1 FINA |
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| May 12, 2016 |
SEC Exhibit EXHIBIT 4.1 COMMON STOCK COMMON STOCK PAR VALUE $.10 PER SHARE THIS CERTIFICATE IS TRANSFERABLE IN CANTON, MA AND NEW YORK, NY Certificate Shares Number **000000**************** ZQ00000000 ***000000*************** ****000000************** *****000000************* ******000000************ USG CORPORATION INCORPORATED UNDER THE LAWS OF THE STATEOF DELAWARE THIS CERTIFIES THAT MR. SAMPLE |
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| May 12, 2016 |
AMENDMENT RESTATED CERTIFICATE OF INCORPORATION USG CORPORATION SEC Exhibit EXHIBIT 3.1 AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION OF USG CORPORATION USG Corporation, a corporation organized and existing under and by virtue of the Delaware General Corporation Law (the “Corporation”) DOES HEREBY CERTIFY THAT: FIRST: This Amendment to the Restated Certificate of Incorporation (the “Certificate of Incorporation”), of the Corporation has been duly adopted |
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| May 12, 2016 |
SEC Document UNITED STATES 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): May 12, 2016 (May 11, 2016) USG Corporation (Exact name of registrant as specified in its charter) Commission File Number: 1-8864 Delaware 36-3329400 (State or other juri |
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| May 12, 2016 |
EX-24.1 6 usgex241x05122016xs-8.htm POWER OF ATTORNEY Exhibit 24.1 POWER OF ATTORNEY WHEREAS, the Board of Directors of USG Corporation (the “Corporation”) has approved the filing of a Registration Statement on Form S-8 relating to the registration of 6,025,000 shares of the Corporation’s Common Stock, par value $0.10 per share, and associated Preferred Stock Purchase Rights, in connection with th |
