On May 15, 2017, USG Corporation (the Company or USG) completed
the private offering of $500 million aggregate principal amount
of its 4.875% senior notes due 2027 (the New Notes). The New
Notes were issued under the Companys Indenture, dated as of
November 1, 2006 (as supplemented prior to the date hereof, the
Original Indenture), by and between the Company and U.S. Bank
National Association, as successor trustee (the Trustee), and as
further supplemented by Supplemental Indenture No. 7, dated as of
May 15, 2017, by and among the Company, certain of the Companys
domestic subsidiaries, as guarantors, and the Trustee
(Supplemental Indenture No. 7 and, together with the Original
Indenture, the Indenture). The New Notes will bear interest at a
rate of 4.875% per year. The Company will pay interest on the New
Notes on June 1 and December 1 of each year, beginning December
1, 2017. The New Notes will mature on June 1, 2027. The New Notes
are senior unsecured obligations of the Company and rank equally
with all of the Companys existing and future unsecured senior
indebtedness. The Companys obligations under the New Notes are
guaranteed on a senior unsecured basis by certain of its domestic
subsidiaries. The Indenture contains certain customary
restrictions, including a limitation that restricts the Companys
ability and the ability of specified subsidiaries of the Company
to create or incur secured indebtedness.

The above description of the Indenture, including Supplemental
Indenture No. 7 filed herewith, is qualified in its entirety by
reference to the terms of those documents, filed with the
Securities and Exchange Commission and incorporated herein by
reference.

USG used a portion of the net proceeds from the offering of New
Notes to purchase all 2018 Notes validly tendered (and not
validly withdrawn) in the Tender Offer as of the Early Tender
Time (each as defined in Item 8.01 below) and to pay related
costs and expenses. USG intends to use any remaining net proceeds
from the offering of New Notes and cash on hand for the
redemption of all remaining outstanding 2018 Notes as discussed
in Item 8.01 below.

The New Notes were offered and sold only to qualified
institutional buyers in accordance with Rule 144A under the
Securities Act of 1933, as amended (the Securities Act), and to
non-U.S. persons in accordance with Regulation S under the
Securities Act.

Section 2 Financial Information

Item 2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.

The information provided in response to Item 1.01 of this Current
Report on Form 8-K is incorporated by reference in this Item
2.03.

Section 8 Other Events

Item 8.01. Other Events.

On May 12, 2017 the Company issued a press release announcing the
early results of the previously announced cash tender offer (the
Tender Offer) for any and all of the Companys outstanding 7.75%
Senior Notes due 2018 (the 2018 Notes). The Tender Offer is being
made on the terms and subject to the conditions set forth in the
Offer to Purchase dated May 1, 2017 (the Offer to Purchase) and
the related Letter of Transmittal. The Tender Offer is scheduled
to expire at 11:59 p.m., New York City time, on May 26, 2017,
unless extended or earlier terminated as described in the Offer
to Purchase (such time and date, as the same may be extended, the
Expiration Time). As of 5:00 p.m., New York City time, on May 12,
2017 (the Early Tender Time), valid tenders had been received
with respect to approximately $193 million of the $500 million
aggregate principal amount of the 2018 Notes outstanding.

In connection with the closing of USGs previously announced
private offering of $500 million aggregate principal amount of
its New Notes, as described above in Item 1.01, USG has accepted
for payment all 2018 Notes validly tendered (and not validly
withdrawn) prior to the Early Tender Time. On May 15, 2017, such
tendering holders received total consideration in the amount of
$1,044.30 for each $1,000 principal amount of 2018 Notes
tendered, which includes the tender offer consideration of
$1,014.30 and the early tender premium of $30.00 (the Early
Tender Premium), plus accrued and unpaid interest to, but not
including, May 15, 2017. Holders of 2018 Notes who validly tender
their 2018 Notes after the Early Tender Time but at or prior to
the Expiration Time will be entitled to receive $1,014.30 per
$1,000 principal amount of 2018 Notes tendered, subject to the
terms and conditions of the Tender Offer, and will not be
entitled to receive the Early Tender Premium.

In accordance with the Original Indenture, USG has issued an
irrevocable notice of redemption with respect to all outstanding
2018 Notes that were not tendered in the Tender Offer. The
redemption date is June 14, 2017. USG will redeem such 2018 Notes
to the redemption provisions of the Original Indenture governing
the 2018 Notes at the make-whole redemption price specified for
the 2018 Notes, plus accrued and unpaid interest to, but not
including, the redemption date of June 14, 2017.

A copy of the press release is attached hereto as Exhibit 99.1 to
this Current Report on Form 8-K and is incorporated herein by
reference.

Section 9 Financial Statements and Exhibits

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking
statements within the meaning of the Private Securities
Litigation Reform Act of 1995 related to managements expectations
about future conditions, including the use of proceeds from the
offering of New Notes and the redemption of any remaining 2018
Notes. Actual business, market or other conditions may differ
materially from managements expectations and, accordingly, may
affect the use of proceeds from the offering of New Notes and the
redemption of any remaining 2018 Notes. Any forward-looking
statements represent USGs views only as of the date of this
Current Report on Form 8-K and should not be relied upon as
representing USGs views as of any subsequent date. USG assumes no
obligation to update any forward-looking information contained in
this Current Report on Form 8-K. Information concerning the
factors that may impact the forward-looking statements in this
Current Report on Form 8-K may be found in USGs filings with the
Securities and Exchange Commission, including the Risk Factors in
USGs most recent Annual Report on Form 10-K.