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, 2013

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, 2013, USG Corporation issued a press release containing earnings information for the quarter and six months ended June 30, 2013.  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 2013 results will be held at 10:00 a.m. Central Time on July 25, 2013.  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, 2013.

                     Exhibit 99.2 – USG Corporation presentation slides dated July 25, 2013.

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, 2013	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, 2013
99.2	USG Corporation presentation slides dated July 25, 2013

EX-99.1

Exhibit 99.1

USG Corporation Reports 2013 Second Quarter Results

Second Quarter 2013 vs. Second Quarter 2012

Consolidated Business Highlights

• Sales increased 15 percent to $916 million
• Operating profit of $74 million compared to $28 million
• Net income of $25 million compared to net loss of $57 million

Business Unit Highlights

• U.S. Gypsum wallboard shipments totaled 1.29 BSF vs. 1.15 BSF
• U.S. Gypsum average wallboard price of $153.77 per thousand square feet vs. $132.09
• Worldwide Ceilings operating profit increased 37 percent to $26 million
• L&W operating profit of $1 million compared to operating loss of $7 million
• SHEETROCK^® Brand UltraLight Panels accounted for 50 percent of all USG wallboard shipments in the United States

CHICAGO--(BUSINESS WIRE)--July 25, 2013--USG Corporation (NYSE:USG), a leading building products company, today reported second quarter 2013 net sales of $916 million, up 15 percent from second quarter 2012 net sales of $798 million. USG’s second quarter 2013 operating profit was $74 million compared to a $28 million operating profit in the second quarter of 2012. Second quarter 2013 net income was $25 million or $0.22 per diluted share. This result compares to a $57 million net loss in the second quarter of 2012 or ($0.53) per diluted share.

“We are pleased to generate net income for the second consecutive quarter,” said James S. Metcalf, Chairman, President and CEO. “Results in all major business units have improved from one year ago, including L&W Supply, which achieved an operating profit for the first time since 2008.”

The corporation’s adjusted net income was $26 million in the second quarter of 2013, which compares to an adjusted net loss of $18 million in the second quarter of 2012. The adjusted net income for the second quarter of 2013 excludes $1 million in restructuring charges. The adjusted net income for the second quarter of 2012 excluded $2 million in income from discontinued operations and $41 million in loss on the extinguishment of debt.

“We will continue to lower our break-even, improve our margins, and find growth opportunities as we build upon the recovery,” Metcalf said. “The positive trend in our results demonstrates that our Plan to Win is working.”

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 35125479. 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 2, 2013. The replay dial-in number is 1-888-843-7419 (1-630-652-3042 for international callers), and the pass code is 35125479.

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 materially from management’s expectations and, accordingly, may affect our sales and profitability or other results and liquidity. Actual results may differ materially 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 and energy costs; volatility in the assumptions used to determine the funded status of our pension plans; 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; our ability to expand into new geographic markets and the stability of such markets; changes in laws or regulations, including environmental and safety regulations; the satisfactory performance of certain business functions by third party service providers; our ability to achieve anticipated savings from cost reduction programs; the outcome in contested litigation matters; 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. Additional information concerning these and other factors may be found in our filings with the Securities and Exchange Commission, including the “Risk Factors” in our most recent Annual Report on Form 10-K.

USG CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(dollars in millions except per share data)
(Unaudited)
	Three months						Six months
	ended June 30,						ended June 30,
	2013			2012 (1)			2013			2012 (1)
Net sales	$	916		$	798		$	1,730		$	1,581
Cost of products sold		765			696			1,455			1,377
Gross profit		151			102			275			204
Selling and administrative expenses		76			74			149			150
Restructuring and long-lived asset impairment charges		1			-			3			2
Operating profit		74			28			123			52
Interest expense		50			52			100			104
Interest income		(1	)		(1	)		(2	)		(2	)
Loss on extinguishment of debt		-			41			-			41
Other income, net		(2	)		(2	)		(1	)		(1	)
Income (loss) from continuing operations before income taxes		27			(62	)		26			(90	)
Income tax expense (benefit)		2			(3	)		(1	)		(2	)
Income (loss) from continuing operations		25			(59	)		27			(88	)
Income from discontinued operations, net of tax		-			2			-			4
Net income (loss)	$	25		$	(57	)	$	27		$	(84	)
Earnings per common share - basic:
Income (loss) from continuing operations	$	0.23		$	(0.55	)	$	0.25		$	(0.83	)
Income from discontinued operations		-			0.02			-			0.04
Net income (loss)	$	0.23		$	(0.53	)	$	0.25		$	(0.79	)
Earnings per common share - diluted:
Income (loss) from continuing operations	$	0.22		$	(0.55	)	$	0.24		$	(0.83	)
Income from discontinued operations		-			0.02			-			0.04
Net income (loss)	$	0.22		$	(0.53	)	$	0.24		$	(0.79	)
Average common shares		108,544,752			106,089,602			108,449,431			105,839,241
Average diluted common shares		111,047,951			106,089,602			111,245,400			105,839,241
(1) Prior-period amounts have been adjusted to reflect our European businesses as discontinued operations. These businesses were sold on December 27, 2012.

USG CORPORATION
CONSOLIDATED BALANCE SHEETS
(dollars in millions)
(Unaudited)
	As of			As of
	June 30,			December 31,
	2013			2012
Assets
Current Assets:
Cash and cash equivalents	$	416		$	546
Short-term marketable securities		113			106
Restricted cash		1			1
Receivables (net of reserves - $16 and $16)		396			326
Inventories		323			304
Income taxes receivable		2			2
Deferred income taxes		2			2
Other current assets		48			40
Total current assets		1,301			1,327
Long-term marketable securities		25			25
Property, plant and equipment (net of accumulated
depreciation and depletion - $1,793 and $1,738)		2,094			2,100
Deferred income taxes		40			38
Other assets		227			233
Total Assets	$	3,687		$	3,723
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable	$	256		$	286
Accrued expenses		206			237
Current portion of long-term debt		4			4
Deferred income taxes		22			22
Income taxes payable		2			2
Total current liabilities		490			551
Long-term debt		2,018			2,016
Long-term debt - related party		290			289
Deferred income taxes		5			5
Pension and other postretirement benefits		575			573
Other liabilities		269			270
Total liabilities		3,647			3,704
Stockholders' Equity:
Preferred stock		-			-
Common stock		11			11
Treasury stock		(1	)		-
Additional paid-in capital		2,599			2,595
Accumulated other comprehensive loss		(255	)		(233	)
Retained earnings (accumulated deficit)		(2,340	)		(2,367	)
Stockholders' equity of parent		14			6
Noncontrolling interest		26			13
Total stockholders' equity including noncontrolling interest		40			19
Total Liabilities and Stockholders' Equity	$	3,687		$	3,723
Other Information:
Total cash and cash equivalents and marketable securities	$	554		$	677
Borrowing availability under existing credit facilities		292			197
Total Liquidity	$	846		$	874

USG CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in millions)
(Unaudited)
	Six months
	ended June 30,
	2013			2012 (1)
Operating Activities
Net income (loss)	$	27		$	(84	)
Less: Income from discontinued operations, net of tax		-			4
Income (loss) from continuing operations		27			(88	)
Adjustments to reconcile income (loss) from continuing operations to net cash:
Depreciation, depletion and amortization		77			78
Loss on extinguishment of debt		-			41
Long-lived asset impairment charges		-			1
Share-based compensation expense		9			13
Deferred income taxes		(1	)		2
Noncash income tax benefit		-			(4	)
Gain on asset dispositions		-			(7	)
(Increase) decrease in working capital:
Receivables		(63	)		(43	)
Income taxes receivable		-			2
Inventories		(19	)		(1	)
Prepaid expenses		(6	)		3
Payables		(32	)		(6	)
Accrued expenses		(31	)		(5	)
Increase in other assets		1			1
Decrease in other liabilities		(16	)		(3	)
Other, net		9			(1	)
Net cash used for operating activities - continuing operations		(45	)		(17	)
Investing Activities
Purchases of marketable securities		(111	)		(70	)
Sales or maturities of marketable securities		104			227
Capital expenditures		(46	)		(28	)
Acquisition of mining rights		(17	)		(16	)
Net proceeds from asset dispositions		-			14
Investments in joint ventures		(5	)		(11	)
Loan to joint venture		-			(4	)
Deposit of restricted cash		-			(16	)
Net cash (used for) provided by investing activities - continuing operations		(75	)		96
Financing Activities
Issuance of debt		3			248
Repayment of debt		(2	)		(280	)
Payment of debt issuance fees		-			(5	)
Loans from venture partner		3			-
Issuance of common stock		2			1
Repurchases of common stock to satisfy employee
tax withholding obligations		(9	)		(5	)
Net cash used for financing activities - continuing operations		(3	)		(41	)
Effect of exchange rate change on cash		(7	)		2
Net (decrease) increase in cash and cash equivalents		(130	)		40
Cash and cash equivalents at beginning of period		546			365
Cash and cash equivalents at end of period	$	416		$	405
Supplemental Cash Flow Disclosures:
Interest paid, net of capitalized interest	$	96		$	105
Income taxes paid, net of refunds received		3			-
Amount in accounts payable for capital expenditures		5			2
(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						Six months
	ended June 30,						ended June 30,
	2013			2012 (1)			2013			2012 (1)
Net Sales:
North American Gypsum:
United States Gypsum Company	$	446		$	368		$	848		$	749
CGC Inc. (gypsum)		90			83			168			167
USG Mexico, S.A. de C.V.		45			40			88			80
Other subsidiaries (2)		23			11			37			19
Eliminations		(31	)		(29	)		(59	)		(56	)
Total		573			473			1,082			959
Worldwide Ceilings:
USG Interiors, Inc.		120			113			235			232
USG International		36			33			70			63
CGC Inc. (ceilings)		16			16			32			34
Eliminations		(13	)		(12	)		(25	)		(25	)
Total		159			150			312			304
Building Products Distribution:
L&W Supply Corporation		319			293			600			563
Eliminations		(135	)		(118	)		(264	)		(245	)
Total USG Corporation	$	916		$	798		$	1,730		$	1,581
Operating Profit (Loss):
North American Gypsum:
United States Gypsum Company	$	54		$	26		$	98		$	55
CGC Inc. (gypsum)		5			2			6			5
USG Mexico, S.A. de C.V.		6			4			11			9
Other subsidiaries (2)		3			(1	)		(1	)		(6	)
Eliminations		(1	)		-			(1	)		-
Total		67			31			113			63
Worldwide Ceilings:
USG Interiors, Inc.		22			17			45			40
USG International		1			(1	)		2			(1	)
CGC Inc. (ceilings)		3			3			6			6
Total		26			19			53			45
Building Products Distribution:
L&W Supply Corporation		1			(7	)		(1	)		(13	)
Corporate		(19	)		(17	)		(37	)		(39	)
Eliminations		(1	)		2			(5	)		(4	)
Total USG Corporation	$	74		$	28		$	123		$	52
(1) Prior-period amounts have been adjusted to reflect our European businesses as discontinued operations.
(2) Includes our mining operation in Little Narrows, Nova Scotia, Canada, and our shipping company.

USG CORPORATION
RECONCILIATION of ADJUSTED NET INCOME (LOSS) to REPORTED GAAP NET INCOME (LOSS)
(dollars in millions)
(Unaudited)
	Three months					Six Months
	ended June 30,					ended June 30,
	2013		2012 (1)			2013			2012 (1)
Net income (loss) - GAAP measure	$	25	$	(57	)	$	27		$	(84	)
Less:
Income from discontinued operations, net of tax		-		(2	)		-			(4	)
Reduction in valuation allowance for deferred tax assets		-		-			(3	)		-
Add back:
Restructuring and long-lived asset impairment charges		1		-			3			2
Loss on extinguishment of debt		-		41			-			41
Adjusted net income (loss) - Non-GAAP measure	$	26	$	(18	)	$	27		$	(45	)
(1) Prior-period amounts have been adjusted to reflect our European businesses as discontinued operations.

Adjusted Net Income (Loss) is a non-GAAP financial measure. We present Adjusted Net Income (Loss) to provide additional information regarding our current financial and operating performance because the measure excludes certain items that may not be indicative of the company's core operating results. In addition, Adjusted Net Income (Loss) is utilized by the company in evaluating operating 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
2013	$153.07	1.11	$153.77	1.29
2012	$130.43	1.16	$132.09	1.15	$131.97	1.20	$132.26	1.22	$131.70	4.72
Wallboard price reflects amount per one thousand square feet.
Volume expressed in billions of square feet.

CONTACT:
USG Corporation
Media Inquiries:
Bob Williams, 312/436-4356
or
Investor Relations:
Ken Banas, 312/436-6098

EX-99.2

Exhibit 99.2

USG Corporation Second Quarter 2013 Earnings Conference Call and Webcast July 25, 2013

Second Quarter 2013 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 materially from management’s expectations and, accordingly, may affect our sales and profitability or other results and liquidity. Actual results may differ materially 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 and energy costs; volatility in the assumptions used to determine the funded status of our pension plans; 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; our ability to expand into new geographic markets and the stability of such markets; changes in laws or regulations, including environmental and safety regulations; the satisfactory performance of certain business functions by third party service providers; our ability to achieve anticipated savings from cost reduction programs; the outcome in contested litigation matters; 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. Additional information concerning these and other factors may be found in our filings with the Securities and Exchange Commission, including the “Risk Factors” in our most recent Annual Report on Form 10-K.

Second Quarter 2013 Earnings Call and Webcast 3 USG Corporation Second Quarter 2013 Agenda �� Overview James S. Metcalf �� Financial Results Matthew F. Hilzinger �� Building on the Recovery James S. Metcalf �� Questions �� Closing Remarks James S. Metcalf Chairman, President and CEO Executive VP, Chief Financial Officer Chairman, President and CEO Chairman, President and CEO

James S. Metcalf Chairman, President and CEO

Second Quarter 2013 Earnings Call and Webcast 5 Second Quarter 2013 Results Net Sales North American Gypsum 573 473 100 Worldwide Ceilings 159 150 9 Building Products Distribution 319 293 26 Eliminations (135) (118) (17) Total USG Corporation 916 798 118 Operating Profit/(Loss) North American Gypsum 67 31 36 Worldwide Ceilings 26 19 7 Building Products Distribution 1 (7) 8 Corporate & Eliminations (20) (15) (5) Total USG Corporation 74 28 46 $ Millions 2Q12¹ 2Q13 Change 1 Prior period amounts have been adjusted to reflect our former European operations as discontinued operations

Second Quarter 2013 Earnings Call and Webcast 6 Strategic Priorities �� Strengthen our core businesses �� Diversify the sources of our earnings �� Select emerging markets �� Adjacent products/systems �� Differentiate through innovation

Matthew F. Hilzinger Executive VP, Chief Financial Officer

Second Quarter 2013 Earnings Call and Webcast 8 Q2 2013 Consolidated Financial Results Net sales 916 798 Gross profit 151 102 % of net sales 17% 13% SG&A 76 74 Operating profit 74 28 Interest expense 50 52 Net income/(loss) 25 (57) Diluted EPS 0.22 (0.53) Restructuring and impairment charges 1 - Loss on extinguishment of debt - 41 Adjusted net income/(loss)* 26 (18) $ Millions (except EPS) 2Q 20121 2Q 2013 1 Prior period amounts have been adjusted to reflect our former European operations as discontinued operations * See reconciliation to GAAP net income/(loss) on slide 14

Second Quarter 2013 Earnings Call and Webcast North American Gypsum Q2 2013 Highlights �� Highest level of quarterly operating profit since Q2 2007 �� Wallboard volume increase of 12% �� Joint Compound volume growth of 17% �� Durock volume gains of 29% 9 $ (in millions) Q2 2013 Q2 2012 Variance Net Sales $573 $473 $100 Operating Profit $67 $31 $36 Restructuring/ Impairment $1 $1 - Adjusted Operating Profit* $68 $32 $36 DD&A $29 $28 $1 $0 $20 $40 $60 $80 0 200 400 600 Q2 2012 Q3 2012 Q4 2012 Q1 2013 Q2 2013 Operating Profit ($MM) Revenue ($MM) Revenue Profit Q2 2012 Operating Profit $31 US Wallboard Margin $27 US Wallboard Volume $5 CGC/Mexico $5 GTL $5 Natural Gas MTM/Other ($6) Q2 2013 Operating Profit $67 * See reconciliation to GAAP operating profit/(loss) on slide 13

Second Quarter 2013 Earnings Call and Webcast Worldwide Ceilings 10 $0 $10 $20 $30 0 75 150 225 Q2 2012 Q3 2012 Q4 2012 Q1 2013 Q2 2013 Operating Profit ($MM) Revenue ($MM) Revenue Profit $ (in millions) Q2 2013 Q2 20121 Variance Net Sales $159 $150 $9 Operating Profit $26 $19 $7 Restructuring/ Impairment - $1 ($1) Adjusted Operating Profit* $26 $20 $6 DD&A $4 $4 - Q2 2013 Highlights �� Margin and volume improvement with both Tile and Grid �� Mix shift towards higher performing products �� 9% sales growth in USG International Q2 2012 Operating Profit $19 Tile & Grid Volume $2 Tile & Grid Margin $5 Environmental ($3) USG International $2 Restructuring $1 Q2 2013 Operating Profit $26 1 Prior period amounts have been adjusted to reflect our former European operations as discontinued operations * See reconciliation to GAAP operating profit/(loss) on slide 13

Second Quarter 2013 Earnings Call and Webcast Building Products Distribution 11 ($20) ($10) $0 $10 $20 0 100 200 300 400 Q2 2012 Q3 2012* Q4 2012 Q1 2013 Q2 2013 Operating Profit ($MM) Revenue ($MM) Revenue Profit $ (in millions) Q2 2013 Q2 2012 Variance Net Sales $319 $293 $26 Operating Profit $1 ($7) $8 Restructuring/ Impairment - ($2) $2 Adjusted Operating Profit* $1 ($9) $10 DD&A $3 $3 - Q2 2013 Highlights �� First quarter of operating profit since Q3 of 2008 �� Same store sales up 13% vs. 2Q12 �� $5 million growth in non-wallboard operating profit Q2 2012 Operating Loss ($7) Wallboard $5 Non-wallboard products $5 Restructuring ($2) Q2 2013 Operating Profit $1 * See reconciliation to GAAP operating profit/(loss) on slide 13

Second Quarter 2013 Earnings Call and Webcast 12 Cash flow provided by (used for) operations (45) (17) Capital Expenditures (46) (28) Investments and Loans to JVs (5) (15) Acquisition of Mining Rights (17) (16) Other (-) (2) Adjusted cash flow (used for) investing activities* (68) (61) Cash flow (used for) financing activities (3) (41) Effect of exchange rate on cash (7) 2 Adjusted increase/(decrease) in cash and (123) (117) cash equivalents* 6/30/13 6/30/12 Cash and cash equivalents and 554 533 marketable securities Total liquidity 846 745 Total debt 2,312 2,312 USG Corporation Other Consolidated Results $ Millions 6 months ended June 30, 2012 6 months ended June 30, 2013 * US GAAP measure of net cash provided by (used for) investing activities was ($75MM) in 2013 and $96MM in 2012 and includes net (purchases)/sales of marketable securities of ($7MM) in 2013 and $157MM in 2012

Second Quarter 2013 Earnings Call and Webcast Adjusted Operating Profit/(Loss) Reconciled to GAAP Operating Profit/(Loss)* 13 2Q121 2Q13 Adjusted operating profit (loss) North American Gypsum 68 32 36 Worldwide Ceilings 26 20 6 Building Products Distribution 1 (9) 10 Corporate & Eliminations (20) (15) (5) TOTAL 75 28 47 Restructuring and Asset Impairment Charges North American Gypsum 1 1 - Worldwide Ceilings - 1 1 Building Products Distribution - (2) (2) Corporate & Eliminations - - - TOTAL 1 - (1) Reported GAAP operating profit (loss) North American Gypsum 67 31 36 Worldwide Ceilings 26 19 7 Building Products Distribution 1 (7) 8 Corporate & Eliminations (20) (15) (5) TOTAL 74 28 46 Change $ Millions 1 Prior period amounts have been adjusted to reflect our former European operations 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.

Second Quarter 2013 Earnings Call and Webcast Adjusted Net Income/(Loss) Reconciled to GAAP Net Income/(Loss)* 14 2Q12 2Q13 Net Income/(Loss) – GAAP Measure 25 (57) 82 Less: Income from discontinued operations, net of tax - (2) 2 Add Back: Restructuring Charges 1 – 1 Loss on extinguishment of debt - 41 (41) Adjusted Net Income/(Loss) – Non-GAAP Measure 26 (18) 44 Change $ Millions * Adjusted Net Income (Loss) is a non-GAAP financial measure. We present Adjusted Net Income (Loss) to provide additional information regarding our current financial and operating performance because the measure excludes certain items that may not be indicative of the company's core operating results. In addition, Adjusted Net Income (Loss) is utilized by the company in evaluating operating performance.

James S. Metcalf Chairman, President and CEO

Second Quarter 2013 Earnings Call and Webcast Building on the Recovery �� Residential recovery remains intact, but headwinds may suppress the rate of recovery �� Well positioned to capture Repair and Remodel growth via big box partnerships �� Anticipate continued volatility in commercial segment, but well positioned for recovery 16

Questions?

James S. Metcalf Chairman, President and CEO