USG Corporation Announces Pricing of Offering of 5.875% Senior Notes Due 2021

  USG Corporation Announces Pricing of Offering of 5.875% Senior Notes Due

Business Wire

CHICAGO -- October 28, 2013

USG Corporation (NYSE:USG) today announced the pricing of a private offering
of $350 million aggregate principal amount of its 5.875% senior notes due
2021. The notes will be the unsecured obligations of USG, and USG’s
obligations under the notes will be guaranteed on a senior unsecured basis by
certain of its domestic subsidiaries. The offering of the notes is expected to
close on or about October 31, 2013.

USG intends to use the net proceeds from the sale of the notes to fund a
portion of USG’s initial $500 million cash investment (consisting of the net
proceeds of sale of the notes and cash on hand) in its previously announced
proposed joint venture with Boral Limited. If USG does not complete the joint
venture, USG intends to use the net proceeds from the sale of the notes for
general corporate purposes, which may include the repayment of indebtedness,
the funding of pension obligations, working capital, capital expenditures and
potential acquisitions.

The notes will be offered and sold only to qualified institutional buyers in
accordance with Rule 144A under the Securities Act of 1933 (the “Securities
Act”), and to non-U.S. persons in accordance with Regulation S under the
Securities Act. When issued, the notes will not have been registered under the
Securities Act or state securities laws and may not be offered or sold in the
United States absent registration or an applicable exemption from the
registration requirements of the Securities Act and applicable state
securities laws. This press release does not constitute an offer to sell or
the solicitation of an offer to buy the notes or any other securities and
shall not constitute an offer, solicitation or sale in any jurisdiction in
which, or to any person to whom, such an offer, solicitation or sale is
unlawful. Any offers of the notes will be made only by means of a private
offering circular.

About USG

USG Corporation is a manufacturer and distributor of innovative,
high-performance building systems through its United States Gypsum Company,
USG Interiors, LLC, L&W Supply Corporation and other subsidiaries.
Headquartered in Chicago, USG 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 and its subsidiaries are proud sponsors of the U.S. Olympic
and Paralympic teams and the Canadian Olympic team. For additional
information, visit

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 USG’s 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 enter into and 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. USG assumes no
obligation to update any forward-looking information contained in this press
release. Additional information concerning these and other factors may be
found in USG’s filings with the Securities and Exchange Commission, including
the “Risk Factors” in USG’s most recent Annual Report on Form 10-K and
Quarterly Report on Form 10-Q.


USG Corporation
Robert Williams, (312) 436-4356
Matthew Ackley, (312) 436-6263
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