8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 8-K

CURRENT REPORTPURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  July 25, 2012

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 or organization)	(IRS Employer Identification No.)

550 West Adams Street, Chicago, Illinois	60661-3676
(Address of principal executive offices)	(Zip Code)

(312) 436-4000

Registrant's telephone number, including area code

Check  the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

⃞Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 2 – Financial Information

Item 2.02 Results of Operations and Financial Condition.

On July 25, 2012, USG Corporation issued a press release containing earnings information for the quarter and six months ended June 30, 2012.  A copy of the press release is furnished as Exhibit 99.1 hereto.  As previously announced, a conference call and webcast to discuss second quarter 2012 results will be held on July 25, 2012.  A copy of the slides to be presented as part of the webcast is furnished as Exhibit 99.2 hereto.    

The information contained in this report, including the Exhibits hereto, shall not be deemed to be filed for purposes of the Securities Exchange Act of 1934, as amended, and it shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.  

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1 – USG Corporation press release dated July 25, 2012.

Exhibit 99.2 – USG Corporation presentation slides dated July 25, 2012.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		USG CORPORATION
		Registrant
Date:	July 25, 2012	By:	/s/ Matthew F. Hilzinger
			Matthew F. Hilzinger,
			Executive Vice President
			and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Exhibit
99.1	USG Corporation press release dated July 25, 2012
99.2	USG Corporation presentation slides dated July 25, 2012

EX-99.1

Exhibit 99.1

USG Corporation Reports 2012 Second Quarter Results

Second Quarter 2012 vs. Second Quarter 2011

Consolidated Business Highlights

• Sales increased 8 percent to $825 million
• Operating profit of $31 million compared to operating loss of $21 million
• Adjusted operating profit of $31 million compared to adjusted operating loss of $19 million

Business Unit Highlights

• U.S. Gypsum wallboard shipments totaled 1.15 BSF vs. 0.99 BSF
• U.S. Gypsum average wallboard price of $132.09 per thousand square feet vs. $111.55
• Worldwide Ceilings operating profit was flat at $22 million
• L&W same store net sales increased 11 percent
• SHEETROCK^® Brand UltraLight Panels accounted for 44 percent of all USG wallboard shipments in the United States

CHICAGO--(BUSINESS WIRE)--July 25, 2012--USG Corporation (NYSE:USG), a leading building products company, today reported second quarter 2012 net sales of $825 million, up 8 percent from second quarter 2011 net sales of $761 million. USG’s second quarter operating profit was $31 million compared to a $21 million operating loss in the second quarter of 2011. The second quarter 2012 net loss after-tax was $57 million, or $0.53 per share. This result compares to a $70 million net loss in the second quarter of 2011, or $0.69 per share.

“We are pleased to build on the positive operating profit in the first quarter with another quarter of improved results,” said James S. Metcalf, Chairman, President and CEO. “In addition, our recent announcement of a joint venture that will enable us to sell SHEETROCK^® Brand gypsum wallboard in India is a major step forward in our efforts to diversify USG’s sources of earnings. We intend to move quickly with our partner, the Zawawi Group of Oman, to establish the mining and manufacturing operations in Oman with the goal of commencing the sale of rock to the regional cement industry and wallboard in the Indian market toward the end of next year.”

The corporation’s adjusted operating profit was $31 million in the second quarter of 2012, which compares to an adjusted operating loss of $19 million in the second quarter of 2011. A reconciliation of adjusted operating profit to operating profit is set forth on a schedule attached hereto. The net loss in the second quarter of 2012 includes $41 million in charges associated with the extinguishment of debt. Excluding those charges, the adjusted net loss in the second quarter of 2012 was $16 million, or $0.15 per share, based on the average common shares of 106,089,602.

“Our businesses performed well in the second quarter despite weak demand compared to long-term averages,” Metcalf said. “We are seeing the signs of a recovery in our core markets, and will continue to focus on reducing costs and improving margins as we work towards positive net earnings.”

A conference call is being held today at 10:00 A.M. Central Time during which USG senior management will discuss the corporation’s operating results. The conference call will be webcast on the USG website, www.usg.com, in the Investor Relations section. The dial-in number for the conference call is 1-800-315-2944 (1-847-413-2929 for international callers), and the pass code is 32677225. After the live webcast, a replay of the webcast will be available on the USG website. In addition, a telephonic replay of the call will be available until Friday, August 3, 2012. The replay dial-in number is 1-888-843-7419 (1-630-652-3042 for international callers), and the pass code is 32677225.

USG Corporation is a manufacturer and distributor of high-performance building systems through its United States Gypsum Company, USG Interiors, LLC, L&W Supply Corporation and other subsidiaries. Headquartered in Chicago, USG’s worldwide operations serve the residential and non-residential construction markets, repair and remodel construction markets, and industrial processes. USG’s wall, ceiling, flooring and roofing products provide leading-edge building solutions for customers, while L&W Supply branch locations efficiently stock and deliver building materials nationwide. For additional information, visit the USG website at www.usg.com.

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 related to management’s expectations about future conditions. Actual business, market or other conditions may differ from management’s expectations and, accordingly, may affect our sales and profitability or other results and liquidity. Actual results may differ due to various other factors, including: economic conditions, such as the levels of new home and other construction activity, employment levels, the availability of mortgage, construction and other financing, mortgage and other interest rates, housing affordability and supply, the levels of foreclosures and home resales, currency exchange rates and consumer confidence; capital markets conditions and the availability of borrowings under our credit agreement or other financings; competitive conditions, such as price, service and product competition; shortages in raw materials; changes in raw material, energy, transportation and employee benefit costs; the loss of one or more major customers and our customers’ ability to meet their financial obligations to us; capacity utilization rates for us and the industry; changes in laws or regulations, including environmental and safety regulations; the outcome in contested litigation matters; our ability to complete surplus asset sales and other divestitures; the effects of acts of terrorism or war upon domestic and international economies and financial markets; and acts of God. We assume no obligation to update any forward-looking information contained in this press release.

USG CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(dollars in millions except per share data)
(Unaudited)
	Three Months						Six Months
	ended June 30,						ended June 30,
	2012			2011			2012			2011
Net sales	$	825		$	761		$	1,637		$	1,482
Cost of products sold		716			708			1,418			1,393
Gross profit		109			53			219			89
Selling and administrative expenses		78			72			159			157
Restructuring and long-lived asset impairment charges		-			2			2			11
Operating profit (loss)		31			(21	)		58			(79	)
Interest expense		52			52			104			104
Interest income		(1	)		(2	)		(2	)		(4	)
Loss on extinguishment of debt		41			-			41			-
Other income, net		(2	)		(2	)		(1	)		(2	)
Loss before income taxes		(59	)		(69	)		(84	)		(177	)
Income tax (benefit) expense		(2	)		1			-			(2	)
Net loss	$	(57	)	$	(70	)	$	(84	)	$	(175	)
Basic loss per common share	$	(0.53	)	$	(0.69	)	$	(0.79	)	$	(1.70	)
Diluted loss per common share	$	(0.53	)	$	(0.69	)	$	(0.79	)	$	(1.70	)
Average common shares		106,089,602			103,550,643			105,839,241			103,286,025
Average diluted common shares		106,089,602			103,550,643			105,839,241			103,286,025

USG CORPORATION
CONSOLIDATED BALANCE SHEETS
(dollars in millions)
(Unaudited)
	As of			As of
	June 30,			December 31,
	2012			2011
Assets
Current Assets:
Cash and cash equivalents	$	405		$	365
Short-term marketable securities		74			164
Restricted cash		18			1
Receivables (net of reserves - $18 and $18)		371			324
Inventories		307			305
Income taxes receivable		6			8
Deferred income taxes		3			4
Other current assets		44			55
Total current assets		1,228			1,226
Long-term marketable securities		54			122
Property, plant and equipment (net of accumulated
depreciation and depletion - $1,706 and $1,637)		2,108			2,117
Deferred income taxes		24			25
Other assets		235			229
Total Assets	$	3,649		$	3,719
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable	$	228		$	233
Accrued expenses		252			266
Current portion of long-term debt		7			7
Deferred income taxes		12			12
Income taxes payable		5			7
Total current liabilities		504			525
Long-term debt		2,305			2,297
Deferred income taxes		6			6
Other liabilities		703			735
Commitments and contingencies
Stockholders' Equity:
Preferred stock		-			-
Common stock		11			10
Treasury stock		-			-
Capital received in excess of par value		2,589			2,561
Accumulated other comprehensive loss		(157	)		(174	)
Retained earnings (deficit)		(2,325	)		(2,241	)
Stockholders' equity of parent		118			156
Noncontrolling interest		13			-
Total stockholders' equity including noncontrolling interest		131			156
Total Liabilities and Stockholders' Equity	$	3,649		$	3,719
Other Information:
Total cash and cash equivalents and marketable securities	$	533		$	651
Borrowing availability from lines of credit		212			183
Total Liquidity	$	745		$	834

USG CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in millions)
(Unaudited)
	Six Months
	ended June 30,
	2012			2011
Operating Activities
Net loss	$	(84	)	$	(175	)
Adjustments to reconcile net loss to net cash:
Depreciation, depletion and amortization		79			85
Loss on extinguishment of debt		41			-
Long-lived asset impairment charges		1			1
Share-based compensation expense		13			16
Deferred income taxes		2			1
Noncash income tax benefit		(4	)		(3	)
Gain on asset dispositions		(7	)		(1	)
(Increase) decrease in working capital:
Receivables		(48	)		(54	)
Income taxes receivable		2			1
Inventories		(2	)		(23	)
Prepaid expenses		3			(6	)
Payables		(4	)		19
Accrued expenses		(4	)		(13	)
Decrease (increase) in other assets		1			(12	)
(Decrease) increase in other liabilities		(4	)		6
Other, net		(2	)		4
Net cash used for operating activities		(17	)		(154	)
Investing Activities
Purchases of marketable securities		(70	)		(221	)
Sales or maturities of marketable securities		227			176
Capital expenditures		(28	)		(25	)
Acquisition of mining rights		(16	)		-
Net proceeds from asset dispositions		14			1
Investments in joint ventures		(11	)		-
Loan to joint venture		(4	)		(4	)
(Deposit) return of restricted cash		(16	)		2
Net cash provided by (used for) investing activities		96			(71	)
Financing Activities
Issuance of debt		248			-
Repayment of debt		(280	)		(3	)
Payment of debt issuance fees		(5	)		-
Issuance of common stock		1			-
Repurchases of common stock to satisfy employee tax withholding obligations		(5	)		(3	)
Net cash used for financing activities		(41	)		(6	)
Effect of exchange rate change on cash		2			4
Net increase (decrease) in cash & cash equivalents		40			(227	)
Cash and cash equivalents at beginning of period		365			629
Cash and cash equivalents at end of period	$	405		$	402
Supplemental Cash Flow Disclosures:
Interest paid	$	105		$	97
Income taxes paid, net		2			8
Amount in accounts payable for capital expenditures		2			2

USG CORPORATION
CORE BUSINESS RESULTS
(dollars in millions)
(Unaudited)
	Three Months						Six Months
	ended June 30,						ended June 30,
	2012			2011			2012			2011
Net Sales:
North American Gypsum:
United States Gypsum Company	$	368		$	322		$	749		$	640
CGC Inc. (gypsum)		83			76			167			152
USG Mexico, S.A. de C.V.		40			40			80			81
Other subsidiaries*		11			7			19			14
Eliminations		(29	)		(25	)		(56	)		(51	)
Total		473			420			959			836
Building Products Distribution:
L&W Supply Corporation		293			270			563			513
Worldwide Ceilings:
USG Interiors, Inc.		113			112			232			222
USG International		60			55			119			116
CGC Inc. (ceilings)		16			18			34			37
Eliminations		(12	)		(12	)		(25	)		(25	)
Total		177			173			360			350
Eliminations		(118	)		(102	)		(245	)		(217	)
Total USG Corporation	$	825		$	761		$	1,637		$	1,482
Operating Profit (Loss):
North American Gypsum:
United States Gypsum Company	$	26		$	(21	)	$	55		$	(50	)
CGC Inc. (gypsum)		2			2			5			5
USG Mexico, S.A. de C.V.		4			5			9			10
Other subsidiaries*		(1	)		(2	)		(6	)		(10	)
Total		31			(16	)		63			(45	)
Building Products Distribution:
L&W Supply Corporation		(7	)		(14	)		(13	)		(36	)
Worldwide Ceilings:
USG Interiors, Inc.		17			15			40			33
USG International		2			3			5			7
CGC Inc. (ceilings)		3			4			6			8
Total		22			22			51			48
Corporate		(17	)		(15	)		(39	)		(44	)
Eliminations		2			2			(4	)		(2	)
Total USG Corporation	$	31		$	(21	)	$	58		$	(79	)
* Includes our shipping company and, for 2011, our mining operation in Nova Scotia, Canada.

USG CORPORATION
RECONCILIATION of ADJUSTED OPERATING PROFIT (LOSS) to REPORTED GAAP OPERATING PROFIT (LOSS)
(dollars in millions)
(Unaudited)
	Three Months						Six Months
	ended June 30,						ended June 30,
	2012			2011			2012			2011
Adjusted Operating Profit (Loss):
North American Gypsum	$	32		$	(14	)	$	66		$	(36	)
Building Products Distribution		(9	)		(14	)		(15	)		(35	)
Worldwide Ceilings		23			22			52			48
Corporate		(17	)		(15	)		(39	)		(43	)
Eliminations		2			2			(4	)		(2	)
Total		31			(19	)		60			(68	)
Restructuring and Long-Lived Asset Impairment Charges:
North American Gypsum		1			2			3			9
Building Products Distribution		(2	)		-			(2	)		1
Worldwide Ceilings		1			-			1			-
Corporate		-			-			-			1
Total		-			2			2			11
Reported GAAP Operating Profit (Loss):
North American Gypsum		31			(16	)		63			(45	)
Building Products Distribution		(7	)		(14	)		(13	)		(36	)
Worldwide Ceilings		22			22			51			48
Corporate		(17	)		(15	)		(39	)		(44	)
Eliminations		2			2			(4	)		(2	)
Total		31			(21	)		58			(79	)
References to Adjusted Operating Profit (Loss) are non-GAAP measures. Management believes this information provides investors with a more useful comparison of the corporation's ongoing business performance.

UNITED STATES GYPSUM COMPANY
WALLBOARD REALIZED SELLING PRICES AND SHIPMENTS
		1st Quarter		2nd Quarter		3rd Quarter		4th Quarter		Full Year
	Year	Price	Volume	Price	Volume	Price	Volume	Price	Volume	Price	Volume
	2012	$130.43	1.16	$132.09	1.15
	2011	$109.15	0.99	$111.55	0.99	$111.66	1.05	$112.59	1.09	$111.27	4.11
	Wallboard price reflects amount per one thousand square feet.
	Volume expressed in billions of square feet.

CONTACT:
USG Corporation
Media Inquiries: 312/436-4356
Investor Relations: 312/436-6098

EX-99.2

Exhibit 99.2

USG Corporation Second Quarter 2012 Earnings Conference Call and Webcast July 25, 2012

Second Quarter 2012 Earnings Call and Webcast 2 Forward-Looking Statements 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. Actual business, market or other conditions may differ from management’s expectations and, accordingly, may affect our sales and profitability or other results and liquidity. Actual results may differ due to various other factors, including: economic conditions, such as the levels of new home and other construction activity, employment levels, the availability of mortgage, construction and other financing, mortgage and other interest rates, housing affordability and supply, the levels of foreclosures and home resales, currency exchange rates and consumer confidence; capital markets conditions and the availability of borrowings under our credit agreement or other financings; competitive conditions, such as price, service and product competition; shortages in raw materials; changes in raw material, energy, transportation and employee benefit costs; the loss of one or more major customers and our customers’ ability to meet their financial obligations to us; capacity utilization rates for us and the industry; changes in laws or regulations, including environmental and safety regulations; the outcome in contested litigation matters; our ability to complete surplus asset sales and other divestitures; the effects of acts of terrorism or war upon domestic and international economies and financial markets; and acts of God. We assume no obligation to update any forward-looking information contained in this presentation.

Second Quarter 2012 Earnings Call and Webcast 3 USG Corporation Second Quarter 2012 Agenda Overview James S. Metcalf Financial Results Matthew F. Hilzinger Questions Closing Remarks James S. Metcalf Chairman, President and CEO Executive VP, Chief Financial Officer Chairman, President and CEO

James S. Metcalf Chairman, President and CEO

Second Quarter 2012 Earnings Call and Webcast 5 Second Quarter 2012 Results Net Sales North American Gypsum 473 420 53 Worldwide Ceilings 177 173 4 Building Products Distribution 293 270 23 Corporate & Eliminations (118) (102) (16) Total USG Corporation 825 761 64 Operating Profit/(Loss) North American Gypsum 31 (16) 47 Worldwide Ceilings 22 22 - Building Products Distribution (7) (14) 7 Corporate & Eliminations (15) (13) (2) Total USG Corporation 31 (21) 52 $ Millions 2Q11 2Q12 Change

Second Quarter 2012 Earnings Call and Webcast 6 Strategic Priorities Strengthen our core businesses Differentiate through innovation Diversify the sources of our earnings Select emerging markets Adjacent products/systems

Second Quarter 2012 Earnings Call and Webcast Diversify Our Earnings Oman Joint Ventures Secures strategic rock asset in emerging market Fastest entry to Indian wallboard market - ~2 BSF in 2020 Sell rock to established cement industry in India Sell wallboard to current successful Middle East Joint Venture Approximately $60 million in total investment over two years Quarry targeted to be operational in Q3 2013 USG emerging market plant targeted to be operational in Q4 2013 Exploring strategic alternatives for our European operations 7

Second Quarter 2012 Earnings Call and Webcast Creating Our Own Recovery Indicators show modest market improvement Pricing strategy continues to contribute to the bottom line Volume remains steady Sustained penetration by Lightweight products Focus on cost reduction initiatives International expansion – Oman/India Maintain modest upward momentum 8

Matthew F. Hilzinger Executive VP, Chief Financial Officer Financial Results

Second Quarter 2012 Earnings Call and Webcast 10 Q2 2012 Consolidated Financial Results Net sales 825 761 Gross profit 109 53% of net sales 13% 7% SG&A 78 72 Operating profit (loss) 31 (21) Interest expense 52 52 Net loss (57) (70) Diluted EPS (0.53) (0.69) Restructuring and impairment charges - 2 Adjusted operating profit (loss)* 31 (19) $ Millions (except EPS) 2Q 2011 2Q 2012 * See reconciliation to GAAP operating profit/(loss) on slide 15

Second Quarter 2012 Earnings Call and Webcast North American Gypsum Q2 2012 Highlights Wallboard margin components all drive profitability – price, cost and volume Profits generated with new shipping contract SHEETROCK® UltraLight Panels volume continues to grow 11 $ (in millions) Q2 2012 Q2 2011 Variance Net Sales $473 $420 $53 Operating Profit/(Loss) $31 ($16) $47 Restructuring/ Impairment $1 $2 ($1) Adjusted Operating Profit/(Loss)* $32 ($14) $46 DD&A $28 $31 ($3) $80) ($40) $0 $40 $0 $200 $400 $600 Q2 2011 Q3 2011 Q4 2011 Q1 2012 Q2 2012Operating Profit ($MM) Revenue ($MM) Revenue Profit Q2 2011 Operating Loss ($16) US Wallboard Price $24 US Wallboard Cost $10 US Wallboard Volume $2 Gain on Asset Sale $3 Shipping Profit $2 Other $6 Q2 2012 Operating Profit $31 * See reconciliation to GAAP operating profit/(loss) on slide 15

Second Quarter 2012 Earnings Call and Webcast Worldwide Ceilings 12 $0 $15 $30 $45 $0 $100 $200 $300 Q2 2011Q3 2011Q4 2011 Q1 2012 Q2 2012 Operating Profit ($MM) Revenue ($MM) RevenueProfit$ (in millions) Q2 2012 Q2 2011 Variance Net Sales $177 $173 $4 Operating Profit $22 $22 $0 Restructuring/ Impairment $1 - $1 Adjusted Operating Profit* $23 $22 $1 DD&A $4 $5 ($1) Q2 2012 Highlights Mix shift to premium panels and grid Q2 opportunity down mid single digits Price improvements offset input cost increases Q2 2011 Op. Profit (Loss) $22 US Tile Price/Mix $5 US Grid Price/Mix $2 CGC Ceilings ($1) All Other Changes ($6) Q2 2012 Operating Profit $22 * See reconciliation to GAAP operating profit/(loss) on slide 15

Second Quarter 2012 Earnings Call and Webcast Building Products Distribution 13 ($20) ($10) $0 $10 $20 $0 $100 $200 $300 $400 Q2 2011Q32011Q4 2011 Q1 2012 Q2 2012 Operating Profit ($MM) Revenue ($MM) RevenueProfit$ (in millions) Q2 2012 Q2 2011 Variance Net Sales $293 $270 $23 Operating Loss ($7) ($14) $7 Restructuring/ Impairment ($2) - ($2) Adjusted Operating Loss* ($9) ($14) $5 DD&A $3 $3 - Q2 2012 Highlights Wallboard volume up 9% vs. Q2 2011 Top line revenue up 10% YTD vs. 1H 2011 Wallboard spread improves vs. Q2 2011 Q2 2011 Op. Profit/(Loss) ($14) Wallboard Margin $4 Cost Reductions $1 Restructuring $2 Q2 2012 Op. Profit/(Loss) ($7) * See reconciliation to GAAP operating profit/(loss) on slide 15

Second Quarter 2012 Earnings Call and Webcast 14 Cash flow used for operations (17) (154) Capital Expenditures (28) (25) Investments and Loans to JVs (15) (4) Acquisition of Mining Rights (16) - Other (2) 3 Cash flow used for investment activities* (61) (26) Cash flow used for financing activities (41) (6) Effect of exchange rate on cash 2 4 Decrease in cash and marketable securities (117) (182) 6/30/12 6/30/11 Cash and cash equivalents and 533 725 marketable securities Total liquidity 745 923 Total debt 2,312 2,306 USG Corporation Other Consolidated Results $ Millions 6 months ending June 30, 2011 6 months ending June 30, 2012 * US GAAP measure of net cash provided by (used for) investing activities was $96MM in 2012 and ($71MM) in 2011 and includes net (purchases)/sales of marketable securities of $157MM in 2012 and ($45MM) in 2011

Second Quarter 2012 Earnings Call and Webcast Adjusted Operating Profit/(Loss) Reconciled to GAAP Operating Profit/(Loss) 15 2Q11 2Q12 Adjusted operating profit (loss) North American Gypsum 32 (14) 46 Worldwide Ceilings 23 22 1 Building Products Distribution (9) (14) 5 Corporate & Eliminations (15) (13) (2) TOTAL 31 (19) 50 Restructuring and Asset Impairment Charges North American Gypsum 1 2 (1) Worldwide Ceilings 1 - 1 Building Products Distribution (2) - (2) Corporate & Eliminations - - - TOTAL - 2 (2) Reported GAAP operating profit (loss) North American Gypsum 31 (16) 47 Worldwide Ceilings 22 22 0 Building Products Distribution (7) (14) 7 Corporate & Eliminations (15) (13) (2) TOTAL 31 (21) 52 Change $ Millions

Questions?

James S. Metcalf Chairman, President and CEO Closing Remarks