8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, 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, 2014 (April 24, 2014)

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 April 24, 2014, USG Corporation issued a press release containing earnings information for the quarter ended March 31, 2014.  A copy of the press release is furnished as Exhibit 99.1 hereto.  As previously announced, a conference call and webcast to discuss first quarter 2014 results will be held at 10:00 a.m. Central Time on April 24, 2014.  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 April 24, 2014.

Exhibit 99.2 – USG Corporation presentation slides dated April 24, 2014.

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:	April 24, 2014	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 April 24, 2014
99.2	USG Corporation presentation slides dated April 24, 2014

EX-99.1

Exhibit 99.1

USG Corporation Reports 2014 First Quarter Results

CHICAGO--(BUSINESS WIRE)--April 24, 2014--USG Corporation (NYSE:USG):

First Quarter 2014 vs. First Quarter 2013

Consolidated Business Highlights

• Sales increased 4 percent to $850 million
• Operating profit of $66 million compared to $49 million
• Adjusted operating profit of $69 million, including income from USG Boral Building Products of $3 million, compared to $51 million
• GAAP net income of $45 million compared to $2 million
• Adjusted net income of $19 million compared to $1 million

Business Unit Highlights

• U.S. Gypsum wallboard shipments totaled 1.15 BSF vs. 1.11 BSF
• U.S. Gypsum average wallboard price of $166.66 per thousand square feet vs. $153.07
• Worldwide Ceilings operating profit of $14 million compared to $27 million
• L&W Supply operating profit of $1 million compared to operating loss of $2 million
• USG Boral Building Products sales of $89 million and operating profit of $10 million

USG Corporation (NYSE:USG), a leading building products company, today reported its strongest first quarter results since 2007. First quarter 2014 net sales of $850 million are up 4 percent from first quarter 2013 net sales of $814 million. USG’s first quarter 2014 operating profit was $66 million compared to $49 million of operating profit in the first quarter of 2013. First quarter 2014 net income was $45 million or $0.32 per diluted share, or $0.33 per basic share. This result compares to net income of $2 million or $0.02 per diluted share, or $0.02 per basic share, in the first quarter of 2013.

“Despite the harsh winter conditions across most of the United States during the first quarter, we delivered positive operating results and net income,” said James S. Metcalf, Chairman, President, and CEO. “We also made significant progress with our Plan to Win by finalizing our joint venture with Boral and calling the remaining $75 million in 10% convertible notes.”

The corporation’s adjusted operating profit was $69 million in the first quarter of 2014, which includes equity method investment income of $3 million from USG Boral Building Products, compared to an adjusted operating profit of $51 million in the first quarter of 2013. Adjusted net income was $19 million in the first quarter of 2014 compared to an adjusted net income of $1 million in the first quarter of 2013. Adjusted net income in the first quarter of 2014 excluded, among other items, a $27 million gain on the deconsolidation of our contributed subsidiaries and consolidated joint ventures to the USG Boral Building Products joint venture. The adjusted net income in the first quarter of 2013 excluded $2 million of restructuring charges and an income tax benefit of $3 million related to the reduction in valuation allowance for deferred tax assets. First quarter 2014 adjusted earnings per basic share was $0.14 compared to adjusted earnings per basic share of $0.01 during the first quarter of 2013. A full reconciliation of adjusted operating profit to operating profit, adjusted net income to net income, and adjusted earnings per basic share to earnings per basic share is set forth on a schedule attached hereto.

“We are confident that the recovery in our end-markets remains intact and our business is well positioned for growth as opportunity improves,” Mr. Metcalf said. “We believe that most of the volume lost in the first quarter due to the weather will be realized over the balance of the year.”

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 1-888-771-4371 (1-847-585-4405 for international callers), and the pass code is 36926480. 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 Thursday, May 8, 2014. The replay dial-in number is 1-888-843-7419 (1-630-652-3042 for international callers), and the pass code is 36926480.

USG Corporation

USG Corporation is a manufacturer and distributor of innovative, high-performance building systems through its United States Gypsum Company, USG Interiors, LLC and L&W Supply Corporation subsidiaries and its USG Boral Building Products joint venture. Headquartered in Chicago, USG's worldwide operations serve the commercial, residential, and repair and remodel construction markets, enabling our customers to build the outstanding spaces where people live, work and play. USG wall, ceiling, exterior sheathing, flooring underlayment and roofing systems provide leading-edge building solutions, while L&W Supply branch locations efficiently stock and deliver building materials throughout the United States. USG Boral Building Products is a leading plasterboard & ceilings joint venture across Asia, Australasia, and the Middle East. USG and its subsidiaries are proud sponsors of the U.S. Olympic and Paralympic teams and the Canadian Olympic team. For additional information, visit www.usg.com

Non-GAAP Financial Measures

In this press release, the corporation’s financial results are provided both in accordance with accounting principles generally accepted in the United States of America (GAAP) and using certain non-GAAP financial measures. In particular, the corporation presents the non-GAAP financial measures adjusted operating profit, adjusted net income and adjusted earnings per share, which exclude certain items. In addition, adjusted operating profit includes the corporation’s equity method income from its USG Boral Building Products joint venture. The non-GAAP financial measures are included as a complement to results provided in accordance with GAAP because management believes these non-GAAP financial measures help investors’ ability to analyze underlying trends in the corporation’s business, evaluate its performance relative to other companies in its industry and provide useful information to both management and investors by excluding certain items that may not be indicative of the corporation’s core operating results. Adjusted operating profit includes the equity method income from the USG Boral Building Products joint venture because management views the joint venture as an important business unit, even though the corporation’s share of the joint venture is 50%. In addition, the corporation uses adjusted operating profit and adjusted net income as components in the measurement of incentive compensation. The non-GAAP measures should not be considered a substitute for or superior to GAAP results and may vary from others in the industry. For further information related to the corporation’s use of non-GAAP financial measures, see the schedules attached hereto.

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; our substantial indebtedness and our ability to incur substantial additional indebtedness; 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; our ability to successfully operate the joint venture with Boral Limited, including risks that our joint venture partner, Boral Limited, may not fulfill its obligations as an investor or may take actions that are inconsistent with our objectives; our ability to protect our intellectual property and other proprietary rights; 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 share and per share data)
(Unaudited)
	Three months ended March 31,
	2014			2013
Net sales	$	850		$	814
Cost of products sold		707			690
Gross profit		143			124
Selling and administrative expenses		77			73
Restructuring charges		—			2
Operating profit		66			49
Income from equity method investments		(3	)		—
Interest expense		47			50
Interest income		(1	)		(1	)
Gain on deconsolidation of subsidiaries and consolidated joint ventures		(27	)		—
Other expense, net		—			1
Income (loss) before income taxes		50			(1	)
Income tax expense (benefit)		5			(3	)
Net income	$	45		$	2
Earnings per common share
Basic	$	0.33		$	0.02
Diluted	$	0.32		$	0.02
Average common shares		137,765,694			108,390,706
Average diluted common shares		146,920,819			111,332,621

USG CORPORATION
CONSOLIDATED BALANCE SHEETS
(dollars in millions)
(Unaudited)
	March 31,			December 31,
	2014			2013
Assets
Cash and cash equivalents	$	159		$	810
Short-term marketable securities		87			82
Restricted cash		5			5
Receivables (net of reserves - $11 and $12)		419			369
Inventories		332			332
Income taxes receivable		3			3
Deferred income taxes		52			52
Other current assets		52			47
Total current assets		1,109			1,700
Long-term marketable securities		51			60
Property, plant and equipment (net of accumulated
depreciation and depletion - $1,863 and $1,840)		1,998			2,103
Deferred income taxes		17			17
Equity method investments		739			73
Other assets		156			168
Total assets	$	4,070		$	4,121
Liabilities and Stockholders' Equity
Accounts payable	$	249		$	284
Accrued expenses		191			216
Current portion of long-term debt		63			63
Deferred income taxes		1			—
Income taxes payable		3			5
Total current liabilities		507			568
Long-term debt		2,226			2,238
Long-term debt - related party		54			54
Deferred income taxes		66			66
Pension and other postretirement benefits		279			277
Other liabilities		259			256
Total liabilities		3,391			3,459
Preferred stock		—			—
Common stock		14			14
Treasury stock		(3	)		—
Additional paid-in capital		2,924			2,920
Accumulated other comprehensive income		18			24
Retained earnings (accumulated deficit)		(2,275	)		(2,320	)
Stockholders' equity of parent		678			638
Noncontrolling interest		1			24
Total stockholders' equity including noncontrolling interest		679			662
Total liabilities and stockholders' equity	$	4,070		$	4,121
Other Information:
Total cash and cash equivalents and marketable securities	$	297		$	952
Borrowing availability under existing credit facilities		321			314
Total Liquidity	$	618		$	1,266

USG CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in millions)
(Unaudited)
	Three months ended March 31,
	2014			2013
Operating Activities
Net income	$	45		$	2
Adjustments to reconcile net income to net cash:
Depreciation, depletion and amortization		38			38
Share-based compensation expense		5			4
Deferred income taxes		1			(2	)
Income from equity method investments		(3	)		—
Gain on deconsolidation of subsidiaries and consolidated joint ventures		(27	)		—
(Increase) decrease in working capital, net of deconsolidation of subsidiaries and consolidated joint ventures:
Receivables		(56	)		(68	)
Income taxes receivable		—			(1	)
Inventories		(12	)		(11	)
Other current assets		(2	)		1
Payables		(20	)		(37	)
Accrued expenses		(20	)		(29	)
Decrease (increase) in other assets		1			(1	)
Decrease in pension and other postretirement benefits		(3	)		—
Decrease in other liabilities		(9	)		(1	)
Other, net		(2	)		5
Net cash used for operating activities		(64	)		(100	)
Investing Activities
Purchases of marketable securities		(49	)		(51	)
Sales or maturities of marketable securities		53			50
Capital expenditures		(34	)		(25	)
Acquisition of mining rights		—			(17	)
Investment in joint venture, including $23 million of cash of contributed subsidiaries		(557	)		—
Insurance proceeds		2			—
Net cash used for investing activities		(585	)		(43	)
Financing Activities
Issuance of debt		3			—
Repayment of debt		(1	)		(1	)
Loan from venture partner		—			2
Issuance of common stock		2			1
Repurchases of common stock to satisfy employee tax withholding obligations		(5	)		(9	)
Net cash used for financing activities		(1	)		(7	)
				(Continued)

USG CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(dollars in millions)
(Unaudited)
	Three months ended March 31,
	2014			2013
Effect of exchange rate changes on cash		(1	)		(1	)
Net decrease in cash and cash equivalents		(651	)		(151	)
Cash and cash equivalents at beginning of period		810			546
Cash and cash equivalents at end of period	$	159		$	395
Supplemental Cash Flow Disclosures:
Interest paid, net of capitalized interest	$	41		$	42
Income taxes paid, net		6			2
Noncash Investing Activities:
Amount in accounts payable for capital expenditures		6			1
Contribution of wholly-owned subsidiaries and joint venture investments as consideration for investment in USG Boral Building Products		121

USG CORPORATION
CORE BUSINESS RESULTS
(dollars in millions)
(Unaudited)
	Three months ended March 31,
	2014			2013
Net Sales:
North American Gypsum:
United States Gypsum Company	$	431		$	402
CGC Inc. (gypsum)		76			78
USG Mexico, S.A. de C.V.		42			43
Other subsidiaries (1)		21			14
Eliminations		(26	)		(28	)
Total		544			509
Worldwide Ceilings:
USG Interiors, Inc.		107			115
USG International		29			34
CGC Inc. (ceilings)		13			16
Eliminations		(11	)		(12	)
Total		138			153
Building Products Distribution:
L&W Supply Corporation		300			281
Eliminations		(132	)		(129	)
Total USG Corporation	$	850		$	814
Operating Profit (Loss):
North American Gypsum:
United States Gypsum Company	$	48		$	44
CGC Inc. (gypsum)		3			1
USG Mexico, S.A. de C.V.		4			5
Other subsidiaries (1)		10			(4	)
Eliminations		—			—
Total		65			46
Worldwide Ceilings:
USG Interiors, Inc.		11			23
USG International		1			1
CGC Inc. (ceilings)		2			3
Total		14			27
Building Products Distribution:
L&W Supply Corporation		1			(2	)
Corporate		(20	)		(18	)
Eliminations		6			(4	)
Total USG Corporation	$	66		$	49
(1) Includes our mining operation in Little Narrows, Nova Scotia, Canada, and our shipping company.

USG CORPORATION
RECONCILIATION of NON-GAAP MEASURES TO GAAP MEASURES
(dollars in millions, except share and per share data)
(Unaudited)
	Three months ended March 31,
	2014			2013
Operating profit - GAAP measure	$	66		$	49
Adjustments:
Restructuring charges		—			2
Income from equity method investments		3			—
Adjusted operating profit - Non-GAAP measure	$	69		$	51
Net income - GAAP measure	$	45		$	2
Adjustments:
Restructuring charges		—			2
Withholding tax on property contributed to USG Boral joint venture		1			—
Gain on deconsolidation of subsidiaries and consolidated joint ventures		(27	)		—
Reduction in valuation allowance for deferred tax assets		—			(3	)
Adjusted net income - Non-GAAP measure	$	19		$	1
Earnings per average common share - GAAP measure	$	0.33		$	0.02
Adjustments per average common share:
Restructuring charges		—			0.02
Withholding tax on property contributed to USG Boral joint venture		0.01			—
Gain on deconsolidation of subsidiaries and consolidated joint ventures		(0.20	)		—
Reduction in valuation allowance for deferred tax assets		—			(0.03	)
Adjusted earnings per average common share - Non-GAAP measure	$	0.14		$	0.01
Average common shares		137,765,694			108,390,706

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
2014
Total
	$	166.66	1.15
Domestic
	$	174.34
2013
Total
	$	153.07	1.11	$	153.77	1.29	$	154.04	1.37	$	155.09	1.38	$	154.04	5.14
Domestic
	$	158.38		$	159.50		$	159.72		$	161.70		$	159.91
Wallboard price reflects amount per one thousand square feet.
Volume expressed in billions of square feet.
Domestic price excludes wallboard sales to our foreign subsidiaries.

CONTACT:
USG Corporation
Media
Robert Williams
(312) 436-4356
rewilliams@usg.com
or
Investors
Matthew Ackley
(312) 436-6263
investorrelations@usg.com

EX-99.2

Exhibit 99.2

April 24, 2014 USG Corporation First Quarter 2014 Earnings Conference Call and Webcast

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; our substantial indebtedness and our ability to incur substantial additional indebtedness; 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; our ability to successfully operate the joint venture with Boral Limited, including risks that our joint venture partner, Boral Limited, may not fulfill its obligations as an investor or may take actions that are inconsistent with our objectives; our ability to protect our intellectual property and other proprietary rights; 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. CAUTIONARY STATEMENTS

USG Corporation First Quarter 2014 Agenda 3 Overview and Strategy 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 Chairman, President and CEO Chairman, President and CEO Executive VP, Chief Financial Officer

Improved Operating Leverage 05001,0001,5002,0002,500 $- $200 $400 $600 $800 $1,000 $1,20019941995199619971998199920002001200220032004200520062007200820092010201120122013Adjusted EBITDA20 Year Adj EBITDA Avg Housing Starts Mid-cycle Housing MM$ Starts (thousands) 2013 adjusted EBITDA1 of about $450MM above historic mid-cycle adjusted EBITDA2 on about two-thirds of the opportunity New pricing policies and cost reductions have improved our operating leverage Lowered our breakeven from about 26 BSF in industry opportunity to around 18 BSF Focus on keeping our breakeven low and are poised to capitalize as demand continues to improve In 1996 we generated a similar level of adjusted EBITDA on about 1.5MM housing starts 1.See reconciliation of adjusted EBITDA to GAAP net income on slide 23 2.Mid-cycle adjusted EBITDA is the average of the prior 20 years of adjusted EBITDA, see reconciliation of adjusted EBITDA to net income on slide 23 3.Mid-cycle housing is the average number of housing starts per year since 1959 3 1 1

FIRST QUARTER 2014 GAAP RESULTS $ Millions Q1 2014 Q1 2013 Change North American Gypsum Sales $544 $509 $35 Worldwide Ceilings Sales $138 $153 ($15) L&W Sales $300 $281 $19 Eliminations ($132) ($129) ($3) TOTAL USG CORPORATION – GAAP $850 $814 $36 North American Gypsum Operating Profit $65 $46 $19 Worldwide Ceilings Operating Profit $14 $27 ($13) L&W Supply Operating Profit $1 ($2) $3 Corporate and Eliminations ($14) ($22) $8 TOTAL USG CORPORATION – GAAP $66 $49 $17 USG Boral Building Products (UBBP) Sales $89 - $89 USG Boral Building Products (UBBP) Operating Profit $10 - $10 USG’s Share of UBBP Net Income $3 - $3

PLAN TO WIN Strengthen the Core –North American Manufacturing and Distribution –De-lever our balance sheet Diversify the sources of our earnings –Strategic geographic extensions –USG Boral Building Products –Adjacent products/systems Differentiate through innovation –Differentiate USG in the market –Focus on high performance products and solutions that improve energy efficiency, sustainability, and speed of construction

USG Corporation First Quarter 2014 Agenda 7 Overview and Strategy 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 Chairman, President and CEO Chairman, President and CEO Executive VP, Chief Financial Officer

$ Millions (except EPS) Q1 2014 Q1 2013 Net Sales $850 $814 Gross Profit $143 $124 % of Net Sales 17% 15% SG&A $77 $73 Operating Profit $66 $49 Interest Expense $47 $50 GAAP Net Income $45 $2 Diluted EPS $0.32 $0.02 Restructuring and Asset Impairment Charges - $2 Reduction in valuation allowance for deferred tax assets - ($3) Gain on deconsolidation of subsidiaries ($27) - Withholding tax related to technology exchange $1 - Adjusted Net Income1 $19 $1 Adjusted Diluted EPS2 $0.14 $0.01 1. See reconciliation to GAAP net income on slide 22 2. See reconciliation to GAAP diluted earnings per share on slide 27 Q1 2014 CONSOLIDATED FINANCIAL RESULTS

QUARTERLY SUMMARY BY BUSINESS UNIT3 $ Millions Q1 2014 Q1 2013 Change North American Gypsum Adjusted Operating Profit1 $65 $47 $18 Worldwide Ceilings Adjusted Operating Profit1 $14 $27 ($13) Building Products Distribution Adjusted Operating Profit1 $1 ($2) $3 USG Boral Equity Income and Other JV’s $3 - $3 Corporate and Eliminations Adjusted Operating Profit1 ($14) ($21) $7 USG Consolidated Adjusted Operating Profit1 $69 $51 $18 North American Gypsum Adjusted EBITDA2 $95 $77 $18 Worldwide Ceilings Adjusted EBITDA2 $18 $31 ($13) Building Products Distribution Adjusted EBITDA2 $4 $1 $3 Corporate and Eliminations Adjusted EBITDA2 ($40) ($17) ($23) USG’s share of USG Boral Building Products EBITDA4 $6 - $6 USG Consolidated Adjusted EBITDA2 $83 $92 ($9) 1. See a full reconciliation to GAAP operating profit/(loss) on slide 21 2. See a full reconciliation to GAAP net income on slide 25 3. A full summary by business unit can be found on slide 24 4. See a full reconciliation for USG Boral Building products on slide 26

Q1 2014 Highlights Third consecutive year of double digit dollar wallboard pricing improvement Volumes increased by 4%, including 9% gains in the non-weather affected regions NORTH AMERICAN GYPSUM 1. See reconciliation to GAAP operating profit/ on slide 21 $0$30$60$90$0$250$500$750Q1 2013Q2 2013Q3 2013Q4 2013Q1 2014RevenueProfitRevenue $ Millions Operating Profit $ Millions Q1 2013 Operating Profit $46 US Wallboard Price $16 US Wallboard Cost ($2) US Wallboard Volume $2 Other Products ($1) GTL $7 Mining Asset Retirement Obligation $7 Canada and Mexico $1 Natural Gas Options/Swaps Revaluation ($4) SG&A Investments ($7) Q1 2014 Operating Profit $65 $ Millions Q1 2014 Q1 2013 Variance Net Sales $544 $509 $35 Operating Profit $65 $46 $19 Adjustments1 - $1 ($1) Adjusted Operating Profit1 $65 $47 $18 DD&A $30 $28 $2

US GYPSUM QUARTERLY WALLBOARD REALIZED SELLING PRICES Q1 2014 Q1 2013 FY 2013 Domestic Price1 $174.34 $158.38 $159.91 Effect of Sales to Foreign Subsidiaries ($7.68) ($5.31) ($5.87) Average Realized Selling Price2 $166.66 $153.07 $154.04 1.Domestic price excludes wallboard sales to our foreign subsidiaries. 2.Our average realized selling price reflects all US Gypsum shipments, including sales to our foreign subsidiaries Wallboard price reflects amount per one thousand square feet

Q1 2014 Highlights Volumes were impacted by adverse weather conditions in Q1 and demand pull forward in Q4 The harsh winter drove up natural gas costs, caused curtailments, and created raw material supply issues that impacted our cost position and volumes Choppy commercial market continues to impact demand Q1 2013 Operating Profit $27 Tile & Grid Price $2 Tile & Grid Cost ($7) Tile & Grid Volume ($4) Canada ($1) SG&A Investments ($3) Q1 2014 Operating Profit $14 $ Millions Q1 2014 Q1 2013 Variance Net Sales $138 $153 ($15) Operating Profit $14 $27 ($13) Adjustments1 - - - Adjusted Operating Profit1 $14 $27 ($13) DD&A $4 $4 - WORLDWIDE CEILINGS 1. See reconciliation to GAAP operating profit on slide 21 12 Revenue $ Millions Operating Profit $ Millions $0$10$20$30$0$75$150$225Q1 2013Q2 2013Q3 2013Q4 2013Q1 2014RevenueProfit

Q1 2014 Highlights Same store sales increase of 6% Weather impacted many key markets causing several lost shipping days Continued strengthening of our customers’ balance sheets resulted in a reduction of our bad debt reserve Q1 2013 Operating Loss ($2) Wallboard Margin $2 Wallboard Volume $1 Other Core Products $1 COGS (Delivery and Branch Costs) ($3) Reduction of Bad Debt Reserve $2 Q1 2014 Operating Profit $1 $ Millions Q1 2014 Q1 2013 Variance Net Sales $300 $281 $19 Operating Profit/(Loss) $1 ($2) $3 Adjustments1 - - - Adjusted Operating Profit/(Loss)1 $1 ($2) $3 DD&A $3 $3 - BUILDING PRODUCTS DISTRIBUTION 1. See reconciliation to GAAP operating profit/(loss) on slide 21  Revenue $ Millions Operating Profit $ Millions -$10$0$10$20$0$100$200$300$400Q1 2013Q2 2013Q3 2013Q4 2013Q1 2014 Revenue Profit

Q1 2014 Highlights Joint venture with Boral closed at the end of February Teams from USG and Boral have commenced efforts around technology rollout, marketing, and adjacent product sales •USG Boral Building Products is immediately cash and earnings accretive, NPV positive, Balance Sheet neutral, and self-funding Q1 2013 Equity Income - USG Boral Building Products (UBBP) $3 Q1 2014 Equity Income $3 $ Millions Q1 2014 Q1 2013 Variance Net Sales $89 - $89 Operating Profit $10 - $10 Total Net Income $6 - $6 DD&A $3 - $3 USG’S Equity Income $3 - $3 USG BORAL BUILDING PRODUCTS UBBP Revenue $ Millions UBBP Operating Profit $ Millions 01020075150Q1 2013Q2 2013Q3 2013Q4 2013Q1 2014RevenueProfit

Q1 2014 CONSOLIDATED FINANCIAL RESULTS  $ Millions 3 months ended March 31, 2014 3 months ended March 31, 2013 Cash flow used for operations ($64) ($100) Capital Expenditures ($34) ($25) Investments and Loans to JVs ($557) - Acquisition of Mining Rights – ($17) Insurance Proceeds $2 Adjusted cash flow used for investing activities1 ($589) ($42) Cash flow used for financing activities ($1) ($7) Effect of exchange rate on cash ($1) ($1) Adjusted decrease in cash and cash equivalents1 ($655) ($150) March 31, 2014 March 31, 2013 Cash and cash equivalents and marketable securities $297 $526 Total liquidity $618 $767 Total debt $2,343 $2,309 1.1. US GAAP measure of net cash provided by (used for) investing activities was ($585MM) in the three months ended March 31, 2014 and ($43MM) in the three months ended March 31, 2013 and includes net (purchases)/sales of marketable securities of $4MM in Q1 2014 and ($1MM) in Q1 2013.

USG Corporation First Quarter 2014 Agenda Overview and Strategy 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 Chairman, President and CEO Chairman, President and CEO Executive VP, Chief Financial Officer

Residential is experiencing short-term headwinds, but we believe housing starts will be between 1 and 1.1 million Repair and Remodel continues to be a strong driver of our business and we expect mid-single digit growth Commercial remains choppy, but we expect mid-single digit growth with demand picking up slightly in the second half For the year, we expect industry shipments of about 23 BSF Q1 2014 Economic Outlook

USG Corporation First Quarter 2014 Agenda Overview and Strategy 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 Chairman, President and CEO Chairman, President and CEO Executive VP, Chief Financial Officer

USG Corporation First Quarter 2014 Agenda Overview and Strategy 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 Chairman, President and CEO Chairman, President and CEO Executive VP, Chief Financial Officer

In this presentation, the corporation’s financial results are provided both in accordance with accounting principles generally accepted in the United States of America (GAAP) and using certain non-GAAP financial measures. In particular, the corporation presents the non-GAAP financial measures adjusted EBITDA, adjusted operating profit, adjusted net income and adjusted diluted earnings per share, which exclude certain items. In addition, adjusted operating profit on a consolidated basis includes the corporation’s equity method income from its USG Boral Building Products joint venture, and adjusted EBITDA on a consolidated basis includes the corporation’s share of the joint venture’s adjusted EBITDA. The non-GAAP financial measures are included as a complement to results provided in accordance with GAAP because management believes these non-GAAP financial measures help investors’ ability to analyze underlying trends in the corporation’s business, evaluate its performance relative to other companies in its industry and provide useful information to both management and investors by excluding certain items that may not be indicative of the corporation’s core operating results. Adjusted operating profit includes the equity method income from the USG Boral Building Products joint venture and adjusted EBITDA includes the corporation’s share of the joint venture’s adjusted EBITDA because management views the joint venture as an important business unit, even though the corporation’s share of the joint venture is 50%. In addition, the corporation uses adjusted operating profit and adjusted net income as components in the measurement of incentive compensation. The non-GAAP measures should not be considered a substitute for or superior to GAAP results and may vary from others in the industry. For further information related to the corporation’s use of non-GAAP financial measures, see the schedules attached hereto. Non-GAAP Financial Measures

ADJUSTED OPERATING PROFIT/(LOSS) RECONCILED TO GAAP OPERATING PROFIT/(LOSS) $ Millions Q1 2014 Q1 2013 Change Reported GAAP Operating Profit (Loss) North American Gypsum $65 $46 $19 Worldwide Ceilings $14 $27 ($13) Building Products Distribution $1 ($2) $3 Corporate & Eliminations ($14) ($22) $8 TOTAL $66 $49 $17 Restructuring Charges North American Gypsum – $1 ($1) •Worldwide Ceilings – – – Building Products Distribution – – – Corporate & Eliminations – $1 ($1) TOTAL – $2 ($2) Adjusted Operating Profit (Loss) – Non-GAAP measure North American Gypsum $65 $47 $18 Worldwide Ceilings $14 $27 ($13) Building Products Distribution $1 ($2) $3 Corporate & Eliminations ($14) ($21) $7 USG Boral Equity Income $3 – $3 TOTAL $69 $51 $18

ADJUSTED NET INCOME RECONCILED TO GAAP NET INCOME Q1 2014 Q1 2013 Change Net Income – GAAP Measure $45 $2 $43 Adjustments: Reduction in valuation allowance for deferred tax asset – ($3) ($3) Gain on deconsolidation of subsidiaries ($27) – $27 Restructuring and Asset Impairment Charges – $2 ($2) Withholding tax related to technology exchange $1 – $1 Adjusted Net Income – Non-GAAP Measure $19 $1 $18

All results from continuing operations ADJUSTED EBITDA RECONCILED TO NET INCOME/(LOSS) $ Millions 2013 2012 2011 2010 2009 2008 2007 2006 2005 2004 2003 2002 2001 2000 1999 1998 1997 1996 1995 1994 Net Income/(loss) 47 (126) (390) (405) (787) (463) 77 297 (1,436) 312 122 43 16 (259) 421 332 148 15 (32) (92) Add: interest expense/(income) 200 202 205 178 161 79 83 512 (5) (1) 2 4 28 47 43 48 57 73 93 139 Add: income taxes/(benefit) 11 12 (14) (37) 450 (118) 11 193 (924) 197 79 117 36 (161) 263 202 172 117 97 54 Add: depreciation, depletion, and amortization 155 156 164 176 203 182 176 138 125 120 112 106 107 96 91 81 70 65 67 84 Subtract: debt issuance amortization already included in interest expense add-back (10) (10) (12) (10) (14) (3) (17) - - - - - - - - - - - - - EBITDA 403 234 (47) (98) 13 (323) 330 1,140 (2,240) 628 315 270 187 (277) 818 663 447 270 225 185 Add: share-based compensation expense 19 17 21 23 21 24 20 17 - - - - - - - - - - - - Add: ARO accretion expense 8 10 7 6 6 5 5 4 3 3 3 - - - - - - - - - Add: pension settlement charge 16 - - - - - - - - - - - - - - - - - - - Add: restructuring, impairment, and amortization of excess reorganization value 3 18 75 110 80 98 26 - - - - - 33 50 - - 127 169 169 169 Add: goodwill and other intangible asset impairment charges - - - - 43 226 - - - - - - - - - - - - - - Add: asbestos claims provision (reversal) - - - - - - - (44) 3,100 - - - - 850 - - - - - - Add: chapter 11 reorganization expense - - - - - - - 10 4 12 11 14 12 - - - - - - - Add: cumulative effect of Accounting Changes - - - - - - - - 11 - 16 96 - - - - - - - - Add: loss on extinguishment of debt - 41 - - - - - - - - - - - - - - - - - - Add: KERP (Key Employee Retention Program) - - - - - - - 13 23 16 23 20 - - - - - - - - Subtract: litigation settlement income - - - - (97) - - - - - - - - - - - - - - - ADJUSTED EBITDA 449 320 56 41 66 30 381 1,140 901 659 368 400 232 623 818 663 574 439 394 354

QUARTERLY SUMMARY BY BUSINESS UNIT $ Millions Q1 2014 Q1 2013 Change North American Gypsum Adjusted Operating Profit1 $65 $47 $18 Worldwide Ceilings Adjusted Operating Profit1 $14 $27 ($13) L&W Supply Adjusted Operating Profit1 $1 ($2) $3 USG Boral Equity Income $3 - $3 Corporate and Eliminations Adjusted Operating Profit1 ($14) ($21) $7 USG Consolidated Adjusted Operating Profit1 $69 $51 $18 USG Consolidated Other Income/(Expense), Net - ($1) ($1) North American Gypsum DD&A $30 $28 $2 Worldwide Ceilings DD&A $4 $4 - L&W Supply DD&A $3 $3 - Corporate and Eliminations DD&A2 $1 $1 - USG Consolidated DD&A $38 $36 $2 USG Consolidated Other Adjustments3 - $6 ($6) North American Gypsum Adjusted EBITDA3 $95 $77 $18 Worldwide Ceilings Adjusted EBITDA3 $18 $31 ($13) L&W Supply Adjusted EBITDA3 $4 $1 $3 Corporate and Eliminations Adjusted EBITDA3 ($40) ($17) ($23) USG’s share of USG Boral Building Products EBITDA4 $6 - $6 USG Consolidated Adjusted EBITDA3 $83 $92 ($9) 1. See a full reconciliation to GAAP operating profit on slide 21 2. Depreciation, Depletion and Amortization for Corporate and Eliminations excludes amortization of debt discount which is included in interest expense. 3. See a full reconciliation to GAAP net income on slide 25 4. See reconciliation to UBBP EBITDA on slide 26

QUARTERLY ADJUSTED EBITDA RECONCILED TO QUARTERLY NET INCOME Q1 2014 Q1 2013 $ Millions NAG WWC L&W Corp/ Elim Q1 NAG WWC L&W Corp/ Elim Q1 GAAP Operating profit/(loss) $65 $14 $1 ($14) $66 $46 $27 ($2) ($22) $49 Interest expense/(income) - - - $46 $46 - - - $49 $49 Other (income)/expense, net - - - - - - - - $1 $1 Income tax expense/(benefit) - - - $5 $5 - - - ($3) ($3) Net Income/(loss) attributable to USG $45 $2 Add: interest expense/(income) - - - $46 $46 - - - $49 $49 Add: income taxes/(benefit) - - - $5 $5 - - - ($3) ($3) Add: depreciation, depletion, and amortization1 $30 $4 $3 $1 $38 $28 $4 $3 $1 $36 EBITDA $95 $18 $4 ($13) $104 $74 $31 $1 ($22) $84 Add: share-based compensation expense - - - - - - - - $4 $4 Add: ARO accretion expense - - - $2 - - - $2 Add: restructuring charges - - - - - $1 - - $1 $2 Subtract: gain on deconsolidation of subsidiaries - - - $27 $27 - - - - - Adjusted EBITDA $95 $18 $4 ($40) $77 $77 $31 $1 ($17) $92 USG’s share of USG Boral Building Products EBITDA2 - - - - $6 - - - - - USG Consolidate Adjusted EBITDA - - - - $83 - - - - $92 1. Depreciation, depletion and amortization excludes the amortization of deferred financing fees which is included in interest expense/(income) 2. See USG Boral Building Products EBITDA reconciliation on slide 26

USG BORAL BUILDING PRODUCTS EBITDA RECONCILIATION Q1 2014 Q1 2013 $ Millions UBBP UBBP GAAP Operating profit $10 - Interest expense/(income) - - Income attributable to non-controlling interest ($1) - Income tax expense/(benefit) $3 - Net Income attributable to USG Boral Building Products $6 - Add: interest expense/(income) - - Add: income taxes/(benefit) $3 - Add: depreciation, depletion, and amortization $3 - TOTAL USG Boral Building Products EBITDA1 $12 - 1. USG’s share of USG Boral’s EBITDA is $6MM, which is 50% of the $12MM Total EBITDA

RECONCILIATION TO ADJUSTED DILUTED EPS $ Millions Three months ended March 31, 2014 Three months ended March 31, 2013 Net Income – GAAP $45 $2 Adjustments: Restructuring Charges - $2 Withholding tax on property contributed to USG Boral JV $1 - Gain on deconsolidation of subsidiaries and consolidated JV’s ($27) - Reduction in valuation allowance for deferred tax assets - ($3) Adjusted Net Income – Non-GAAP $19 $1 Earnings per average common share – GAAP $0.33 $0.02 Adjustments per average common share: Restructuring charges - $0.02 Withholding tax on property contributed to USG Boral JV $0.01 - Gain on deconsolidation of subsidiaries ($0.20) - Reduction in valuation allowance for deferred tax assets - ($0.03) Adjusted earnings per average common share – Non-GAAP $0.14 $0.01 Earnings per average diluted common share – GAAP1 $0.32 $0.02 Adjustments per adjusted average diluted common share: Restructuring Charges - $0.02 Withholding tax on property contributed to USG Boral JV $0.01 - Gain on deconsolidation of subsidiaries ($0.19) - Reduction in valuation allowance for deferred tax assets - ($0.03) Adjusted earnings per adjusted average diluted common share – Non-GAAP $0.14 $0.01 Average common shares 137,765,694 108,390,706 Average diluted common shares – GAAP 146,920,819 111,332,621 Adjustment to remove common shares that would be antidilutive based on adjusted net income (6,578,946) - Adjusted average diluted common shares – Non-GAAP 140,341,873 111,332,621 1. Earnings per average diluted common share for the three months ended March 31, 2014 is based on $47 million of income available to shareholders, which represents net income plus $2 million for the dilutive effect of our 10% convertible senior notes. Adjusted earnings per average diluted common share for the same period is based on $19 million of adjusted net income, which does not include the $2 million because the 10% convertible senior notes were not dilutive.