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): October 18, 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 October 18, 2012, USG Corporation issued a press release containing earnings information for the quarter and nine months ended September 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 third quarter 2012 results will be held at 10:00 a.m. Central Time on October 18, 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 October 18, 2012.

                      Exhibit 99.2 – USG Corporation presentation slides dated October 18, 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:	October 18, 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 October 18, 2012
99.2	USG Corporation presentation slides dated October 18, 2012

EX-99.1

Exhibit 99.1

USG Corporation Reports 2012 Third Quarter Results

Third Quarter 2012 vs. Third Quarter 2011

Consolidated Business Highlights (continuing operations)

• Sales increased 9 percent to $828 million
• Operating profit of $29 million compared to operating loss of $79 million
• Adjusted operating profit of $32 million compared to adjusted operating loss of $20 million

Business Unit Highlights (continuing operations)

• U.S. Gypsum wallboard shipments totaled 1.20 BSF vs. 1.05 BSF
• U.S. Gypsum average wallboard price of $131.97 per thousand square feet vs. $111.66
• Worldwide Ceilings operating profit increased 9 percent to $24 million
• L&W same store net sales increased 10 percent
• SHEETROCK^® Brand UltraLight Panels accounted for 47 percent of all USG wallboard shipments in the United States

CHICAGO--(BUSINESS WIRE)--October 18, 2012--USG Corporation (NYSE:USG), a leading building products company, today reported third quarter 2012 net sales from continuing operations of $828 million, up 9 percent from third quarter 2011 net sales from continuing operations of $763 million. USG’s third quarter operating profit from continuing operations was $29 million compared to a $79 million operating loss from continuing operations in the third quarter of 2011. The third quarter 2012 net loss from both continuing and discontinued operations was $29 million, or $0.28 per share. This result compares to a $115 million net loss from both continuing and discontinued operations in the third quarter of 2011, or $1.09 per share. During the third quarter, the Corporation announced it had entered into a definitive agreement to sell its European operations. Although that sale has not yet been consummated, results from European operations have been reported as discontinued operations for the 2012 and 2011 periods. Those operations reported net sales of $27 million and operating profit of $1 million for the third quarter of 2012, and $29 million and $3 million, respectively, for the third quarter of 2011.

“Our innovative new products, modest demand improvement, new wallboard pricing strategy and recent restructuring efforts contributed to our third consecutive quarter of positive operating profit,” said James S. Metcalf, Chairman, President and CEO. “We achieved continued wallboard volume growth, and price was essentially flat compared to the prior quarter, with any improvement offset by regional and channel mix and freight cost fluctuations. In addition to strengthening our core businesses, the announced sale of our European operations is another great example of USG’s Plan to Win. Completion of this sale will allow us to reallocate assets from a lower-growth market to joint ventures supporting higher-growth markets in India, which will allow us to diversify the company’s earnings and offset some of the cyclicality in our core businesses.”

The corporation’s adjusted operating profit from continuing operations was $32 million in the third quarter of 2012, which compares to an adjusted operating loss from continuing operations of $20 million in the third quarter of 2011. A reconciliation of adjusted operating profit to operating profit is set forth on a schedule attached hereto. The operating profit from continuing operations in the third quarter of 2012 includes $3 million in restructuring and long-lived asset impairment charges and a $3 million increase in reserves for potential claims.

“While wallboard demand remains significantly below historical averages,” Metcalf said. “I am pleased with our progress in 2012, and look forward to further improvement as we continue working 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 33348213. 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, October 26, 2012. The replay dial-in number is 1-888-843-7419 (1-630-652-3042 for international callers), and the pass code is 33348213.

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 commercial, residential, and repair and remodel construction markets. 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						Nine Months
	ended September 30,						ended September 30,
	2012			2011 (1)			2012			2011 (1)
Net sales	$	828		$	763		$	2,409		$	2,184
Cost of products sold		722			717			2,099			2,064
Gross profit		106			46			310			120
Selling and administrative expenses		74			66			224			213
Restructuring and long-lived asset
impairment charges		3			59			5			70
Operating profit (loss)		29			(79	)		81			(163	)
Interest expense		50			54			154			158
Interest income		(1	)		(1	)		(3	)		(5	)
Loss on extinguishment of debt		-			-			41			-
Other income, net		(1	)		-			(2	)		(1	)
Loss from continuing operations before income taxes		(19	)		(132	)		(109	)		(315	)
Income tax expense (benefit)		11			(15	)		9			(19	)
Loss from continuing operations		(30	)		(117	)		(118	)		(296	)
Income from discontinued operations		1			2			5			6
Net loss	$	(29	)	$	(115	)	$	(113	)	$	(290	)
Earnings per common share - basic:
Loss from continuing operations	$	(0.29	)	$	(1.11	)	$	(1.11	)	$	(2.85	)
Income from discontinued operations		0.01			0.02			0.04			0.05
Net loss	$	(0.28	)	$	(1.09	)	$	(1.07	)	$	(2.80	)
Earnings per common share - diluted:
Loss from continuing operations	$	(0.29	)	$	(1.11	)	$	(1.11	)	$	(2.85	)
Income from discontinued operations		0.01			0.02			0.04			0.05
Net loss	$	(0.28	)	$	(1.09	)	$	(1.07	)	$	(2.80	)
Average common shares		107,380,328			105,304,781			106,128,123			103,592,899
Average diluted common shares		107,380,328			105,304,781			106,128,123			103,592,899
(1) Prior-period amounts have been adjusted to reflect our European businesses as discontinued operations.

USG CORPORATION
CONSOLIDATED BALANCE SHEETS
(dollars in millions)
(Unaudited)
	As of			As of
	September 30,			December 31,
	2012			2011 (1)
Assets
Current Assets:
Cash and cash equivalents	$	437		$	365
Short-term marketable securities		89			164
Restricted cash		18			1
Receivables (net of reserves - $15 and $17)		347			316
Inventories		302			292
Income taxes receivable		7			8
Deferred income taxes		4			4
Other current assets		44			54
Assets related to discontinued operations		38			35
Total current assets		1,286			1,239
Long-term marketable securities		41			122
Property, plant and equipment (net of accumulated
depreciation and depletion - $1,709 and $1,602)		2,083			2,104
Deferred income taxes		21			25
Other assets		233			229
Total Assets	$	3,664		$	3,719
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable	$	244		$	226
Accrued expenses		276			258
Current portion of long-term debt		5			7
Deferred income taxes		12			12
Income taxes payable		3			6
Liabilities related to discontinued operations		17			15
Total current liabilities		557			524
Long-term debt		2,306			2,297
Deferred income taxes		6			7
Other liabilities		673			735
Total liabilities		3,542			3,563
Stockholders' Equity:
Preferred stock		-			-
Common stock		11			10
Treasury stock		-			-
Additional paid-in capital		2,592			2,561
Accumulated other comprehensive loss		(139	)		(174	)
Retained earnings (accumulated deficit)		(2,355	)		(2,241	)
Stockholders' equity of parent		109			156
Noncontrolling interest		13			-
Total stockholders' equity including noncontrolling interest		122			156
Total Liabilities and Stockholders' Equity	$	3,664		$	3,719
Other Information:
Total cash and cash equivalents and marketable securities	$	567		$	651
Borrowing availability from lines of credit		214			183
Total Liquidity	$	781		$	834
(1) Prior-period amounts have been adjusted to reflect our European businesses as discontinued operations.

USG CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in millions)
(Unaudited)
	Nine Months
	ended September 30,
	2012			2011 (1)
Operating Activities
Net loss	$	(113	)	$	(290	)
Less: Income from discontinued operations		5			6
Loss from continuing operations		(118	)		(296	)
Adjustments to reconcile loss from continuing operations to net cash:
Depreciation, depletion and amortization		116			123
Loss on extinguishment of debt		41			-
Long-lived asset impairment charges		1			52
Share-based compensation expense		15			19
Deferred income taxes		4			(12	)
Noncash income tax benefit		-			(3	)
Gain on asset dispositions		(8	)		(1	)
(Increase) decrease in working capital:
Receivables		(33	)		(50	)
Income taxes receivable		2			(4	)
Inventories		(11	)		(29	)
Prepaid expenses		2			(2	)
Payables		17			35
Accrued expenses		25			(8	)
Decrease (increase) in other assets		3			(8	)
(Decrease) increase in other liabilities		(29	)		2
Other, net		-			2
Net cash provided by (used for) operating activities		27			(180	)
Investing Activities
Purchases of marketable securities		(115	)		(295	)
Sales or maturities of marketable securities		269			251
Capital expenditures		(41	)		(37	)
Acquisition of mining rights		(16	)		-
Net proceeds from asset dispositions		14			3
Investments in joint ventures		(14	)		-
Loan to joint venture		(4	)		(4	)
(Deposit) return of restricted cash		(16	)		2
Net cash provided by (used for) investing activities		77			(80	)
Financing Activities
Issuance of debt		248			-
Repayment of debt		(281	)		(5	)
Payment of debt issuance fees		(5	)		-
Loan from venture partner		2			-
Issuance of common stock		1			-
Repurchases of common stock to satisfy
employee tax withholding obligations		(5	)		(3	)
Net cash used for financing activities		(40	)		(8	)
Effect of exchange rate change on cash		5			(11	)
Net cash provided by operating activities - discontinued operations		4			6
Net cash used for investing activities - discontinued operations		(1	)		-
Net increase (decrease) in cash and cash equivalents		72			(273	)
Cash and cash equivalents at beginning of period		365			629
Cash and cash equivalents at end of period	$	437		$	356
Supplemental Cash Flow Disclosures:
Interest paid	$	146		$	141
Income taxes paid, net		5			7
Amount in accounts payable for capital expenditures		2			1
(1) Prior-period amounts have been adjusted to reflect our European businesses as discontinued operations.

USG CORPORATION
CORE BUSINESS RESULTS
(dollars in millions)
(Unaudited)
	Three Months						Nine Months
	ended September 30,						ended September 30,
	2012			2011 (1)			2012			2011 (1)
Net Sales:
North American Gypsum:
United States Gypsum Company	$	382		$	332		$	1,131		$	972
CGC Inc. (gypsum)		81			78			248			230
USG Mexico, S.A. de C.V.		42			42			122			123
Other subsidiaries*		20			10			39			24
Eliminations		(29	)		(25	)		(85	)		(76	)
Total		496			437			1,455			1,273
Worldwide Ceilings:
USG Interiors, Inc.		121			121			353			343
USG International		32			30			95			85
CGC Inc. (ceilings)		15			15			49			52
Eliminations		(13	)		(12	)		(38	)		(37	)
Total		155			154			459			443
Building Products Distribution:
L&W Supply Corporation		300			283			863			796
Eliminations		(123	)		(111	)		(368	)		(328	)
Total USG Corporation	$	828		$	763		$	2,409		$	2,184
Operating Profit (Loss):
North American Gypsum:
United States Gypsum Company	$	22		$	(10	)	$	77		$	(60	)
CGC Inc. (gypsum)		3			(7	)		8			(2	)
USG Mexico, S.A. de C.V.		6			6			15			16
Other subsidiaries*		5			(59	)		(1	)		(69	)
Eliminations		(1	)		-			(1	)		-
Total		35			(70	)		98			(115	)
Worldwide Ceilings:
USG Interiors, Inc.		21			18			61			51
USG International		1			1			-			3
CGC Inc. (ceilings)		2			3			8			11
Total		24			22			69			65
Building Products Distribution:
L&W Supply Corporation		(10	)		(17	)		(23	)		(53	)
Corporate		(18	)		(16	)		(57	)		(60	)
Eliminations		(2	)		2			(6	)		-
Total USG Corporation	$	29		$	(79	)	$	81		$	(163	)
(1) Prior-period amounts have been adjusted to reflect our European businesses as discontinued operations.
* Includes our shipping company, our mining operation in Little Narrows, Nova Scotia, Canada, and, for 2011, our mining operation in Windsor, Nova Scotia, Canada.

USG CORPORATION
RECONCILIATION of ADJUSTED OPERATING PROFIT (LOSS) to REPORTED GAAP OPERATING PROFIT (LOSS)
(dollars in millions)
(Unaudited)
	Three Months						Nine Months
	ended September 30,						ended September 30,
	2012			2011 (1)			2012			2011 (1)
Adjusted Operating Profit (Loss):
North American Gypsum	$	36		$	(18	)	$	102		$	(54	)
Worldwide Ceilings		24			22			70			65
Building Products Distribution		(8	)		(10	)		(23	)		(45	)
Corporate		(18	)		(16	)		(57	)		(59	)
Eliminations		(2	)		2			(6	)		-
Total		32			(20	)		86			(93	)
Restructuring and Long-Lived
Asset Impairment Charges:
North American Gypsum		1			52			4			61
Worldwide Ceilings		-			-			1			-
Building Products Distribution		2			7			-			8
Corporate		-			-			-			1
Total		3			59			5			70
Reported GAAP Operating Profit (Loss):
North American Gypsum		35			(70	)		98			(115	)
Worldwide Ceilings		24			22			69			65
Building Products Distribution		(10	)		(17	)		(23	)		(53	)
Corporate		(18	)		(16	)		(57	)		(60	)
Eliminations		(2	)		2			(6	)		-
Total		29			(79	)		81			(163	)
(1) Prior-period amounts have been adjusted to reflect our European businesses as discontinued operations.
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	$131.97	1.20
	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 Third Quarter 2012 Earnings Conference Call and Webcast October 18, 2012

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 management s 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 regulations, 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. Third Quarter 2012 Earnings Call and Webcast 2

USG Corporation Third Quarter 2012 Agenda Overview James S. Metcalf Chairman, President and CEO Financial Results Matthew F. Hilzinger Executive VP, Chief Financial Officer Looking to 2013 James S. Metcalf Chairman, President and CEO Questions Closing Remarks James S. Metcalf Chairman, President and CEO Third Quarter 2012 Earnings Call and Webcast 3

James S. Metcalf Chairman, President and CEO

Third Quarter 2012 Results $ Millions 3Q12 3Q11 Change Net Sales* North American Gypsum 496 437 59 Worldwide Ceilings 155 154 1 Building Products Distribution 300 283 17 Corporate & Eliminations (123) (111) (12) Total USG Corporation 828 763 65 Operating Profit/(Loss)* North American Gypsum 35 (70) 105 Worldwide Ceilings 24 22 2 Building Products Distribution (10) (17) 7 Corporate & Eliminations (20) (14) (6) Total USG Corporation 29 (79) 108 * Results from continuing operations Third Quarter 2012 Earnings Call and Webcast 5

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

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

Q3 2012 Consolidated Financial Results $ Millions (except EPS) 3Q 2012 3Q 2011 Net sales1 828 763 Gross profit1 106 46 % of net sales1 13% 6% SG&A1 74 66 Operating profit (loss)1 29 (79) Interest expense1 50 54 Net loss2 (29) (115) Diluted EPS2 (0.28) (1.09) Restructuring and impairment charges1 3 59 Adjusted operating profit (loss)*1 32 (20) 1 Results from continuing operations 2 Results from continuing and discontinued operations * See reconciliation to GAAP operating profit/(loss) on slide 13 Third Quarter 2012 Earnings Call and Webcast 8

North American Gypsum Q3 2012 Highlights New wallboard pricing approach and increased demand drive increased profit All other core products show improvement Gypsum Transportation Limited (GTL) shipping contract generated profit Q3 2011 Operating Loss ($70) US Wallboard Price $24 US Wallboard Cost $10 US Wallboard Volume $2 Joint Compound $3 GTL Profit $8 Other1 $58 Q3 2012 Operating Profit $35 $ (in millions) Q3 2012 Q3 2011 Variance Net Sales $496 $437 $59 Operating Profit/(Loss) $35 ($70) $105 Restructuring/Impairment $1 $52 ($51) Adjusted Operating Profit/(Loss)* $36 ($18) $54 DD&A $28 $29 ($1) Revenue ($MM) Operating Profit ($MM) $600 $400 $200 $0 $80 $40 $0 ($40) ($80) Q3 2011 Q4 2011 Q1 2012 Q2 2012 Q3 2012* Revenue Profit 1 Includes $51MM of asset impairment in Q3 2011 for Windsor quarry closure * See reconciliation to GAAP operating profit/(loss) on slide 13 Third Quarter 2012 Earnings Call and Webcast 9

Worldwide Ceilings Q3 2012 Highlights Pending sale of European assets removes their contribution from results – moved to discontinued operations Profit improved as customers shift to product solutions focused on acoustics, sustainability and aesthetics Q3 2011 Operating Profit $22 U.S. Tile $2 U.S. Grid $1 CGC Ceilings/Other ($1) Q3 2012 Operating Profit $24 $ (in millions) Q3 2012 Q3 2011 Variance Net Sales $155 $154 $1 Operating Profit $24 $22 $2 Restructuring/Impairment - - - Adjusted Operating Profit $24 $22 $2 DD&A $4 $4 - Revenue ($MM) Operating Profit ($MM) $225 $150 $75 $0 $30 $20 $10 $0 Q3 2011 Q4 2011 Q1 2012 Q2 2012 Q3 2012 Revenue Profit Third Quarter 2012 Earnings Call and Webcast 10

Building Products Distribution Q3 2012 Highlights Wallboard volume increased by 5% and spread increased by 10% vs. Q3 2011 All other core products show sales improvement Reduction in branch footprint by 12 branches Q3 2011 Operating Loss ($17) Wallboard Margin $3 Other Core Products $4 Lower Restructuring $5 Non-operational Costs ($3) Overhead ($2) Q3 2012 Operating Loss ($10) $ (in millions) Q3 2012 Q3 2011 Variance Net Sales $300 $283 $17 Operating Loss ($10) ($17) $7 Restructuring/Impairment $2 $7 ($5) Adjusted Operating Loss* ($8) ($10) $2 DD&A $3 $3 - Revenue ($MM) Operating Profit ($MM) $400 $300 $200 $100 $0 $20 $10 $0 ($10) ($20) Q3 2011 Q4 2011 Q1 2012 Q2 2012 Q3 2012* Revenue Profit * See reconciliation to GAAP operating profit/(loss) on slide 13 Third Quarter 2012 Earnings Call and Webcast 11

USG Corporation Other Consolidated Results $ Millions 9 months ending September 30, 2011 9 months ending September 30, 2012 Cash flow provided by (used for) operations 27 (180) Capital Expenditures (41) (37) Investments and Loans to JVs (18) (4) Acquisition of Mining Rights (16) - Other (2) 5 Adjusted cash flow used for investment activities* (77) (36) Cash flow used for financing activities (40) (8) Effect of exchange rate on cash 5 (11) Discontinued operations 3 6 Adjusted increase/(decrease) in cash and cash equivalents* (82) (229) 9/30/12 9/30/11 Cash and cash equivalents and marketable securities 567 677 Total liquidity 781 883 Total debt 2,311 2,298 * US GAAP measure of net cash provided by (used for) investing activities was $77MM in 2012 and ($80MM) in 2011 and includes net (purchases)/sales of marketable securities of $154MM in 2012 and ($44MM) in 2011 Third Quarter 2012 Earnings Call and Webcast 12

Adjusted Operating Profit/(Loss) Reconciled to GAAP Operating Profit/(Loss)* $ Millions 3Q12 3Q11 Change Adjusted operating profit (loss) North American Gypsum 36 (18) 54 Worldwide Ceilings 24 22 2 Building Products Distribution (8) (10) 2 Corporate & Eliminations (20) (14) (6) TOTAL 32 (20) 52 Restructuring and Asset Impairment Charges North American Gypsum 1 52 (51) Worldwide Ceilings - - - Building Products Distribution 2 7 (5) Corporate & Eliminations - - - TOTAL 3 59 (56) Reported GAAP operating profit (loss) North American Gypsum 35 (70) 105 Worldwide Ceilings 24 22 2 Building Products Distribution (10) (17) 7 Corporate & Eliminations (20) (14) (6) TOTAL 29 (79) 108 * All results from continuing operations Third Quarter 2012 Earnings Call and Webcast 13

James S. Metcalf Chairman, President and CEO Closing Remarks

Looking to 2013 Residential growth strongest, leading commercial and repair & remodel Growth may experience headwinds due to: Availability of labor - Contractors, drivers, laborers, trades Availability of credit - working capital, contractor receivables, home mortgages Commercial construction improves in some segments but remains flat in others Third Quarter 2012 Earnings Call and Webcast 15

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James S. Metcalf Chairman, President and CEO Closing Remarks