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Code of Business Conduct

Download Corporate Governance DocumentationCorporate Code of Business Conduct
As of: 
January 2013
Download Corporate Governance DocumentationCode of Business Conduct (Spanish)

Thank you for your interest in USG Corporation's Code of Business Conduct.

For more than a century, USG has been committed to the utmost integrity in the conduct of our business and in our relationships with shareholders, customers, fellow employees, suppliers, and our communities. This commitment begins and ends with each of us at USG.

Consistent with that commitment, USG has had a written code of business conduct for more than two decades. The Code of Business Conduct, which has been adopted by our Board of Directors, continues our tradition of integrity. The Code goes beyond simply outlining our legal responsibilities-it also affirms the ethical standards that guide the actions of more than 9,000 dedicated USG employees around the world. We are proud of our heritage of integrity and ethical business practices, and we are committed to maintaining the trust of our many stakeholders. We do this not out of legal obligation, but because this is who we are. Thank you again.


James S. Metcalf
Chairman, President and CEO
USG Corporation

Quick Links

Overview
Avoiding Conflicts of Interest
Protecting USG Assets
Obeying the Law
Protecting the Integrity and Accuracy of Our Records
Protecting the Quality and Integrity of Our Workplace
Responding to Legal Matters
Contact Information


Overview

USG’s mission is to provide the finest building solutions to our customers. Our mission
reflects our core values of safety, quality, integrity, service, efficiency, innovation, and diversity.
Consistent with these values, we maintain the highest ethical standards and comply with both
the letter and spirit of the law.

Our ability to achieve our mission begins with our dedicated employees, who have a proud
record of living our core values. To provide continuing guidance, USG’s Code of Business
Conduct sets forth the rules that apply to all employees and directors of USG, wherever we
do business. When we refer to “USG” or the “Corporation” in our Code of Conduct, we mean
USG Corporation and all of its subsidiaries.

Responsibilities Covered by the Code of Business Conduct

Avoiding Conflicts of Interest: Our business decisions must be based on the best interests
of USG and not on our personal interests. We must avoid “conflicts of interest,” or situations
where our personal interests may interfere with (or appear to interfere with) making the best,
objective business decision for USG.

Protecting USG’s Assets: We have a duty to protect the assets of USG. USG’s assets
include its physical property as well as its intangible assets, such as patents, trademarks,
trade secrets, business and strategic plans, and know-how. We also have a duty to use USG
assets only for USG business and in compliance with the law.

Obeying the Law: There are many laws that apply to our business, including laws relating to
important matters such as safety, protection of the environment, fair competition, and financial
integrity. It is our obligation to comply with the laws and to be informed about the laws that
apply to our areas of responsibility. It is also our responsibility to seek guidance if we have
questions about our legal obligations.

Protecting the Integrity and Accuracy of Our Records: We are all responsible for ensuring
that USG’s records are accurate and complete. This is important to our investors, to meeting
our financial reporting obligations, and to the continued growth and success of USG. We are
also required to maintain certain records for specific periods of time. Specific record retention
guidelines are available on usgconnections.com in the Policies section.

Protecting the Quality and Integrity of Our Workplace: We are committed to providing a
workplace that is safe, respectful, and encourages excellent work and professional growth. As
part of that commitment, we provide equal employment opportunity in all areas of our business
and shall not unlawfully discriminate against any employee or applicant on the basis of race,
gender, age, religion, national origin, veteran status, or non-disqualifying physical or mental
disability. We will not tolerate sexual or other harassment.

Responding to Legal Matters: It is important that legal matters involving USG come to the
attention of the right people so that we can properly and timely respond. All employees are
required to follow our guidelines for dealing with legal matters, which are outlined later in our
Code of Business Conduct.

Avoiding Conflicts of Interest

Overview

Our business decisions must be based on the best interests of USG and not on our personal
interests. We must avoid “conflicts of interest,” or situations where our personal interests may
interfere with (or appear to interfere with) making the best business decision for USG.

Identifying Conflicts of Interest

The first rule with regard to conflicts of interest is to identify situations where a conflict of
interest may exist. Although it is not possible to list every situation that might create a conflict
of interest, here are some examples:

• Receiving gifts, entertainment, or free travel from suppliers or other people who do
business with us or want to do business with us.
• Having personal financial dealings with someone who does business with us or wants to
do business with us.

These are considered conflicts of interest because the fact that a supplier or customer gives
you something valuable or you have personal business dealings with a supplier or customer
might influence your objectivity in making business decisions on behalf of USG.

Reporting Conflicts of Interest

The second rule is that you must report any situation where you think a conflict of interest
might exist, whether that situation involves you or someone else. Don’t decide for yourself
whether a conflict of interest is serious enough to report it – you have an obligation to report it
so that we can make the right judgment about what to do and to ensure that we are consistent
in how we handle conflicts of interest. Some conflicts are minor and are not likely to affect
someone’s decision-making (an example is where a relative works for a supplier but the
relative’s job does not involve USG business). Some conflicts of interest can be handled by
putting controls in place to monitor the conflict, such as having a more senior manager review
the business relationship on an ongoing basis. In all cases, however, USG must be made
aware of the facts in a timely manner.

There are several ways to report conflicts of interest. Many USG employees complete an
annual or quarterly online certification reporting conflicts of interest. If you do not complete
an online certification or you become aware of a conflict of interest situation after your
certification, you should report the conflict of interest promptly. The same is true if you are
not sure a situation is actually a conflict of interest, but it might be. At the end of this Code of
Conduct, there is a section that tells you how you can report conflicts of interest and where to
go with questions.

Additional guidelines on conflicts of interest are on the next few pages.

Avoiding Conflicts of Interest

Guidelines Regarding Gifts or Other Things of Value

Gifts: You should not accept gifts or things of value from anyone who does or seeks to do
business with USG. However, it is acceptable to receive promotional items or similar gifts of
small value (such as a logo shirt, tote bag, holiday food basket) so long as they are consistent
with generally accepted practices in our industry. Any supplier incentive programs that involve
merchandise or other items of value must be approved in writing by senior management of
your company.

Entertainment: It is acceptable to receive entertainment (such as a ticket to a sporting event
or invitation to lunch/dinner) so long as the entertainment is not excessive or inappropriate
in type, amount or frequency. Joining a supplier at a sporting event or other outing is an
opportunity to gain understanding about our businesses and to build relationships. For
example, being taken to a local baseball game by a supplier is probably okay, but being
provided free airfare and hotel to see a sporting event is something that should be reviewed
and approved by your manager in writing in advance. The basic rule of thumb is that if it
would look questionable to an impartial third party, you shouldn’t be receiving (or giving) it.

Discounts or free goods or services: You should not accept free or discounted goods or
services from anyone who does or seeks to do business with USG. This rule does not apply
to discounts that are available to the general public.

Travel and Lodging: You should not accept free travel or lodging unless it is for a business
event and has been approved in writing by your manager.

Money or Loans: You should never accept a gift of money from anyone who does or seeks
to do business with USG. You should not receive a loan from anyone that does or seeks to do
business with USG, other than on terms that are generally available to the public (such as a
credit card).

Gift Cards: We discourage giving or receiving gift cards. Although, strictly speaking, gift
cards are not cash, they are similar. If you receive a gift card or cards that are more than
$20 in value (individually or in the aggregate), you must report it. As mentioned above, any
supplier incentive programs that involve gift cards or merchandise must be approved in writing
by senior management of your company. (This rule regarding gift cards does not apply to
gift cards a USG manager may give to his or her own staff. That situation is addressed by
separate internal USG policies.)

General Rule: In addition to the specific guidelines above, you should not accept anything of
value, whether gifts, entertainment, travel, lodging or anything else, if the amount or frequency
is excessive or the situation looks like you or USG is being influenced to do something in
exchange. Also, you should never request gifts, entertainment, travel, lodging, or anything
else of value from anyone who does business with us or seeks to do business with us. If you
receive a gift or gratuity in a situation where you reasonably believe it would be harmful to
business relations to refuse or return the item, you should report the situation promptly to the
Legal Department or Internal Audit, which will decide on the disposition of the item.

These conflict of interest rules apply to our family members as well. In other words, a family member should not
receive anything from a company or individual that does (or seeks to do) business with USG if it would not be okay
for you to receive it. If you become aware of such a situation, you must report it.

Avoiding Conflicts of Interest

The Same Rules Apply to Our Customers

The same conflict of interest rules apply to dealing with our customers. We should
never give any gifts, free travel or entertainment, or anything else of value to a customer or
potential customer that would appear to improperly influence the customer or would violate the
policies of his or her company. Any customer incentive programs that involve merchandise,
gift cards, or other rewards must be approved in writing by senior management. Paying for
travel or lodging for customer trips must be approved in writing by your manager.

Dealings with Suppliers or Customers

Personal Financial Dealings: You should not have personal financial dealings with anyone
that does or seeks to do business with USG, unless those dealings are disclosed in writing
and are approved in writing. Contact information for disclosing this type of situation is at the
end of the Code of Conduct. As an example, you should not have ownership in a company
that does business with USG unless that situation has been reported and approved in writing.
(There is an exception that relates to owning stock in public companies, which is discussed
below.)

Business Dealings Between Your Relatives and USG: If someone in your family works for
a company that does business with USG, you need to disclose that situation. For example,
if your brother-in-law runs a construction company that purchases products from a USG
company or your husband works for a supplier, you need to disclose that situation so we can
make sure that we are dealing with the company on an arms’ length basis. Most (but not all)
the time these situations do not raise a concern, but they still have to be reported.

Owning stock in companies that do business with USG: USG does business with some
large, publicly traded companies. As a general rule, you do not need to disclose the fact that
you own stock in one of these large companies. This is because it is highly unlikely that
your ownership of stock would have any impact on how we do business with that company.
However, there are different rules that apply to directors or executive officers who might be
in a position to influence our business with such a company. For those people, they do need
to disclose stock ownership if the amount of stock they own is significant and the amount of
business we do with the company is significant.

We have listed above some important guidelines about conflicts of interest, but this is really
the bottom line: You should not be in a situation where it might appear that your
business decisions are based on what’s in your personal best interests and not on
the best interests of USG. And the only financial benefit you should receive from your
position at USG is the compensation or other benefits you receive from the company.
Any situation that might be inconsistent with this basic standard should be reported.

Information about reporting conflicts of interest is at the end of the Code of Conduct. We will not tolerate
retaliation against anyone who in good faith reports a violation of our Code of Conduct.

Special Guidelines Regarding Government Officials

You should not give any gifts or provide any entertainment or travel to any government official
without obtaining advance approval in writing from the Legal Department. There are laws
in virtually every country where we do business that strictly regulate this area. For more
information, see the section “Contributions or Payments Relating to Political or Government
Activity.”

Guidelines Regarding Outside Activities That May Impact USG

There may be certain situations where your outside activities may impact USG, such as when
you are involved in an organization whose activities impact our business. An example would
be serving on a local zoning board approving construction projects or serving on the board
of a company that does business with USG. We need to be aware of this type of activity
to ensure we are not involved in a conflict of interest. Therefore, you should always obtain
approval from the Legal Department before doing any of the following:

• Serving on the board of another company, a government agency, or a trade association.
• Having any involvement in a business that competes with USG.
• Participating in the activities of a group where those activities are directly inconsistent with
our policies or values.

These are just examples. USG reserves the right to decide whether an employee’s outside
activities are not consistent with our best interests. Generally speaking, the higher up you are
in the organization, the more likely your outside activities may impact USG. While problem
situations are rare, if they do occur, USG will discuss the matter with the employee. If the
matter cannot be resolved to USG’s satisfaction, USG reserves the right to terminate the
employee’s employment.

Special Guidelines Regarding USG Directors and Executive Officers: There are special conflict of
interest standards that apply to directors and executive officers of USG Corporation. Under USG’s Corporate
Governance Guidelines, each director is required to advise USG of any affiliation with businesses or enterprises
that may create a conflict of interest, be potentially embarrassing to USG, or inconsistent with USG’s policies or
values. We annually solicit information from our directors in order to monitor potential conflicts of interest. Also,
with some exceptions, federal law bars USG from loaning money or extending credit to or for any director or
executive officer of USG Corporation.

Protecting USG Assets

Overview

We have a duty to protect the assets of USG. We also have a duty to use USG assets only for
USG business and in compliance with the law.

Proper Use and Protection of USG Assets

USG assets must be protected and used only for the business of USG and only for lawful
purposes.

The Value of USG Assets

USG’s physical assets, such as our equipment, inventory, and facilities, are of significant value
to our business. Our intangible assets have a tremendous value, also. We spend enormous
resources on researching, developing and promoting products, manufacturing processes, and
business best practices that will serve our customers, grow the USG name and brands, and
continue our leadership in the industry. As a result of our efforts, we have obtained patents,
trademarks, know-how, and other intellectual property of extraordinary value to our business.
We also spend significant resources on analyzing our industry and developing plans for our
growth and resource allocation. Our employees’ work time is also a valuable intangible asset.
We have an obligation to protect our intangible assets as well as our physical assets.

Protecting Confidential USG Information from Disclosure

One of our most important obligations in protecting USG’s intangible assets is to protect our
confidential information from disclosure to the outside world. Our work would lose a great
deal of its value if it were disclosed to others and our competitors in particular. Therefore,
we all have a duty to guard confidential information of USG and not disclose or use it without
permission. Each of us signs an agreement when we join the company promising to protect
and not disclose USG’s confidential information. This obligation continues even if we cease
being an employee of USG. Another reason to be particularly cautious about disclosure of
USG confidential information is that USG is a publicly traded company. Because USG stock
is bought and sold by the public, we are subject to specific rules regarding the disclosure
of important, non-public information. For more information about the use of USG assets
and protection of confidential information, see the section “Laws Regarding USG Stock and
Disclosure Information About USG.”

Protecting Confidential Information Provided to Us by Third Parties

We also receive confidential information from people or companies with which we do
business. This may include personal data (such as credit card or banking information) or
confidential business information (such as confidential business plans or confidential financial
or technical information). If we receive this information in confidence or have agreed to keep
the information confidential, we must take appropriate steps to protect that information from
disclosure to others.

Using USG’s Assets Only for USG Business and Only for Lawful Purposes

USG’s assets, whether physical or intangible, should only be used for the business of USG
and only for lawful purposes. We should never use USG’s assets to compete with USG, or
use USG’s assets (including employee work time) for our personal business. (There is an
exception for personal use of USG’s computer systems, but such use should be incidental
and not interfere with your job. See USG’s Electronic Communications Policy for more
guidance.)

Use of USG’s Name

USG’s name and trademarks are significant assets. USG’s business names or trademarks
should only be used for the business of USG or with permission from the appropriate people
at USG. For example, if you want to use USG’s name as a sponsor of a charitable event or
organization, or in connection with soliciting charitable donations, you should get permission
from a Vice President in Human Resources in your company.

Obeying the Law

Overview

It is our obligation to obey both the letter and the spirit of the law. We recognize
that there are many rules and regulations that apply to our business, and not all are
precisely worded or always easy to understand. Nevertheless, it is our obligation to be
informed about the laws that apply to our areas of responsibility and to make good faith
efforts to comply with the law. If you have any questions about what is the right thing
to do, contact the people listed at the end of this Code of Conduct.

Antitrust or Competition Laws

Every country where we do business has laws that are designed to preserve competition in
the marketplace. These are called antitrust or competition laws. These laws are consistent
with USG’s values of competing on the basis of superior products, service, and customer
satisfaction, and not through anticompetitive practices. Consistent with our values and
obligations, we are all responsible for complying with the antitrust laws. We have a more
detailed Antitrust Compliance Policy that all employees who market or sell our products and
services must read and follow. This Code of Business Conduct focuses on only a few of the
important guidelines for antitrust compliance.

First, we should never reach an agreement with our competitors regarding the prices
we will charge for our products. This is strictly against the law and in many countries,
including the United States, is a crime. Illegal agreements include agreements with our
competitors on the prices we will charge for our products or on things that directly impact
prices, such as an agreement not to compete in certain territories or for certain customers,
or an agreement with our competitors on how much we will produce. Agreements with
competitors on these topics are against the law.

Second, we should not have any discussions with our competitors about business,
regardless of where these discussions take place. This includes discussions about
prices, customers, business cycles, marketing plans, or other business matters. Discussions
on these matters could be misinterpreted as a step toward reaching an illegal agreement or
understanding. If a competitor raises any of these topics with you, whether in a business
or social setting, you should explicitly refuse to discuss the topic, remove yourself from the
situation, and contact Legal. Any social contact with a competitor poses a risk that someone
will think you are discussing business – so the best practice is to avoid these contacts. That
is not always possible, but those contacts should never veer into discussions about business.
There may be rare situations when you need to have a business discussion with a competitor,
such as when a competitor is also a potential customer or a competitor is interested in
supplying us with a raw material that they also produce. In those occasions, you should
contact Legal before you have the communication with the competitor, to get guidance on how
to proceed.

Third, we need to be careful about participating in trade associations that include
our competitors, our customers, or our suppliers.
While trade associations serve many
pro-competitive functions, they also have risks because they can bring members of a single
industry, including competitors, together in the same room. If you are involved in a trade
association that involves our competitors, customers, or suppliers, you should thoroughly read
USG’s Antitrust Compliance Policy. If you are considering joining a trade association that
includes our competitors, customers, or suppliers, you should contact Legal prior to joining the
association to get further guidance. The requirement of getting pre-approval does not apply
to large trade associations that involve members of many industries, such as the Chamber
of Commerce, the National Association of Manufacturers or Kiwanis. However, the same
guidelines to avoid communications with our competitors apply to these associations as well.

Laws Regarding USG Stock and Disclosure of Information About USG

USG stock is traded on the New York Stock Exchange, and is bought and sold by the public.
There are important laws that apply to us as a result. While these laws are complicated, one
of their main purposes is to make sure that everyone who buys or sells USG stock is on a
level playing field with regard to knowing important information about the company. To that
end, the securities laws regulate the disclosure and use of “material, nonpublic” information
about USG’s business and prohibit people from trading in USG’s stock if they know material
information that is not yet public. Violating the securities laws could lead to significant
monetary fines and, in some cases, prison time. With these basic guidelines in mind, these
are some rules you should follow:

First, you should not buy or sell USG stock if you have material, nonpublic information
about USG business.
An example would be buying or selling USG stock when we know that
USG is about to buy a large business but that purchase has not been made public. (In that
case, you also should not buy the stock of the company we plan to acquire.) This rule applies
to family members and friends as well. If you have any doubts, talk to Legal.

What is “material” information? Under the securities laws, “material” information means information that
reasonably could be expected to affect the price of USG stock or influence someone’s decision to buy, sell, or
hold the stock. Material information might include USG’s earnings, proposed acquisitions, new product launches,
plant closings, important developments in significant litigation, or our expansion plans.

What is “nonpublic” material information? “Nonpublic” material information is material information that has
not been formally disclosed by, for example, an official USG press release or a filing with the Securities and
Exchange Commission.

Laws Regarding USG Stock and Disclosure of Information About USG (Continued)

Second, you should not tell others, even family members, about material, nonpublic
information involving USG.

Third, you should not speak to the press, stock market analysts, outside “researchers,”
or other third party firms about USG’s business or our industry, even if you think
the topic is not really confidential.
Inquiries from the press, stock market analysts or
researchers, or government officials should be referred to authorized personnel:

• Questions from the press: Director of Corporate Communications
• Questions from stock market professionals or researchers: Director of Investor Relations
• Questions from government officials: Legal Department

Additional rules on trading USG stock apply to USG’s officers, directors, and other select insiders, and these
rules have been distributed to these parties.

For more information on this topic, please consult USG’s Disclosure Policy, which is available on usgconnections.
com.

Anti-Bribery and Anti-Corruption Laws

In every country where we do business, there are criminal laws against bribery. In all
countries, these laws prohibit bribery of government officials, and, in many countries, there are
laws that make commercial bribery a crime as well. Regardless of the particular laws, it is
strictly against USG policy to give or receive a bribe or to attempt to bribe anyone.
It is
also against USG policy to give or receive kickbacks.

There are specific laws in most countries, including the U.S., that make it a crime to give or
offer payments to foreign officials to influence their actions or get business. The purpose of
these laws is to ensure integrity, transparency and overall fairness in global commerce. In the
United States, the law is called the Foreign Corrupt Practices Act (FCPA). The FCPA not
only outlaws bribery of foreign officials, but the FCPA also makes it a crime to mischaracterize
payments in company books even if the payment itself is not illegal. The FCPA applies
to USG Corporation wherever we do business. If you are involved in our international
businesses, you should thoroughly read and comply with USG’s Foreign Corrupt Practices
Act Compliance Policy.
The Policy is available on usgconnections.com or you can contact
the Legal Department for a copy.

Laws Regarding Political Contributions or Lobbying

Contributions to political parties, causes, or candidates is a heavily regulated activity. You
should not use company funds for political activities, causes, or candidates unless you get
written permission in advance from USG’s General Counsel. The same goes for using
employee time for political activities or reimbursing an employee for contributions. Lobbying is
also a heavily regulated area, and, therefore, you should not use company funds for lobbying
activities without approval from USG’s General Counsel.

Safety, Health and Environmental Laws

There are many laws that regulate the health and safety of our workers, our customers,
and our environment. If your direct responsibilities involve safety, environmental quality, or
manufacturing, you should be familiar with these laws.

Fair Dealing Laws

We should not take unfair advantage of people we deal with through fraud, abuse of
confidential information, or any other unfair dealing practice prohibited by law.

Protecting the Integrity and Accuracy of Our Records

Overview

We are all responsible for ensuring that USG’s records are accurate and complete. This is
important to our investors, to meeting our financial reporting obligations, and to the continued
growth and success of USG. We are also required to keep certain records for specific periods
of time. Specific record retention guidelines are available on usgconnections.com in the Policies
section.

Ensuring the Accuracy of our Records

Although it is important that all of our records be accurate and complete, this is
particularly important with regard to our financial records.
Under federal law, our chief
executive officer and chief financial officer must certify to the Securities and Exchange
Commission that financial and other information contained in USG’s quarterly and annual
reports is accurate and complete.

We should never:

• Enter false, misleading or inaccurate information in company records
• Mischaracterize the nature or amount of payments in our records
• Disguise payments with fictitious, confusing or misleading entries
• Fail to record a payment or other transaction
• Mislead USG’s financial staff or our outside auditors about any transactions or payments
• Participate in any of the above

If you are aware of any misstatements or inaccuracies in our financial records, you have a
duty to report it. Contact information is provided at the end of this document.

USG will not tolerate retaliation against anyone who in good faith reports a violation of this policy.

Complying with Record Retention Guidelines

You should also be generally familiar with the Record Retention Guidelines that apply to
documents you have responsibility for (the records retention guidelines are available at
usgconnections.com). This includes both paper and electronic records. Some records
need to be kept for specific periods of time (and should then be discarded at the end of the
required period). Other records need to be maintained permanently. However, any records
that relate to a pending or expected lawsuit, claim or investigation must be retained
regardless of the standard record retention periods until you receive instructions from
the Legal Department.
For example, if there has been an accident or you are aware of a
potential government investigation into a matter, you should not destroy records relating to
that accident or matter without permission from the Legal Department, even if no lawsuit has
yet been filed. There can be substantial penalties for destroying records that are relevant to a
lawsuit, claim or investigation.

Protecting the Quality and Integrity of Our Workplace

Overview

We are committed to providing a workplace that is safe, respectful, and encourages excellent
work and professional growth. As part of that commitment, we provide equal employment
opportunity in all areas of our business and shall not unlawfully discriminate against any employee
or applicant on the basis of race, gender, age, religion, national origin, veteran status,
non-disqualifying physical or mental disability, or any other factor prohibited by law. We will
not tolerate sexual or other harassment, whether through words or conduct.

More detailed standards and rules relating to this guideline are available on www.usgconnections.com
in the Human Resources section or may be obtained from your supervisor or Human Resources manager.
If you are aware of any violations of our policies on these issues, you must report the violation. There are
several ways you can make a report: you can report to your supervisor, your Human Resources manager, the
Senior Vice President of Human Resources, or any of the people identified in our Quality of Worklife Policy.
You can also report through our Business Ethics hotline. Contact information is provided at the end of
the Code of Business Conduct. All reports will be immediately investigated and appropriate
action, including termination if warranted, will be taken. We will not discriminate or retaliate
against any employee for making a good faith report.

Safety, Health and Environmental Laws

There are many laws that regulate the health and safety of our workers, our customers,
and our environment. If your direct responsibilities involve safety, environmental quality, or
manufacturing, you should be familiar with these laws.

Responding to Legal Matters

Overview

It is very important that legal matters involving USG come to the attention of the right people
so that we properly and timely respond. For example, if you receive a legal document,
such as a complaint, summons, subpoena, deposition notice, notice of examination, or any
other document issued in connection with a legal matter that involves USG, you should
immediately notify the Legal Department or, in the case of Human Resources matters, the
Human Resources Department. (Routine wage garnishment matters can be forwarded to
Human Resources or Payroll personnel.) In addition, you should not communicate with or
provide documents to an outside attorney or investigator unless you have approval from the
Legal Department or Human Resources Department. You should not agree to testify, sign an
affidavit, appear at a deposition, or agree to be an expert witness without permission from an
attorney in the Legal Department or the Human Resources Department.

There are additional guidelines available on usgconnections.com regarding handling contacts
by or visits from government or law enforcement agents, inspectors, or investigators, as well
as handling other legal matters involving USG. If you are involved in any of these situations,
you must consult those guidelines and/or contact the Legal Department

It is also very important that documents relating to legal matters be preserved. You should
not remove, destroy or alter any documents (paper or computerized) that may be relevant to
a lawsuit involving USG or a government inquiry or investigation even if there is no lawsuit.
Always consult with Legal before destroying, removing, or altering any documents that you
think may be relevant to an investigation or lawsuit. There can be serious consequences,
including prosecution, for destroying documents relevant to a government investigation or
inquiry or any other legal matter.

Ensuring the Accuracy of our Records

Although it is important that all of our records be accurate and complete, this is
particularly important with regard to our financial records. Under federal law, our chief
executive officer and chief financial officer must certify to the Securities and Exchange
Commission that financial and other information contained in USG’s quarterly and annual
reports is accurate and complete.

We should never:

• Enter false, misleading or inaccurate information in company records
• Mischaracterize the nature or amount of payments in our records
• Disguise payments with fictitious, confusing or misleading entries
• Fail to record a payment or other transaction
• Mislead USG’s financial staff or our outside auditors about any transactions or payments
• Participate in any of the above

If you are aware of any misstatements or inaccuracies in our financial records, you have a
duty to report it. Contact information is provided at the end of this document.

USG will not tolerate retaliation against anyone who in good faith reports a violation of this policy.

Contact Information

If you have questions about USG’s Code of Business Conduct or wish to report a violation of the Code, please contact:

Legal Department Human Resources Internal Audit

Mary Martin
VP and Associate General Counsel
mamartin@usg.com
312.436.5363

Paul Haney
Chief Labor Counsel
phaney@usg.com
312.436.5447

Dave Cavallo
Senior Director, Compliance & Controls
cavallo@usg.com
312.436.3933

You may also report a violation of the Code of Business Conduct to:

USG’s Business Ethics Committee
312.436.5555
Mary Martin, Paul Haney and Dave Cavallo
(Contact information above.)

USG’s Business Ethics Alert Hotline
312.436.5555 (720.514.4400, outside the U.S.)
www.mysafeworkplace.com
(This hotline is run by an independent third party, and you may report anonymously if you wish.)

To report potential conflicts of interest or ask questions:

Depending upon your position, you may be required to complete an online conflict of interest certification on a quarterly and/
or annual basis. If you are not required to complete an online certification, you should report any potential conflict of interest
situation to any of the contacts listed above. For those who do complete the online certifications and who become aware of
a potential conflict of interest after a certification has been completed, you should report the situation to any of the contacts
listed above.

Other Contact Information

Corporate Communications
Bob Williams
Senior Director
rewilliams@usg.com
312.436.4356

Human Resources
Brian Cook
Senior VP, Human Resources
bcook@usg.com
312.436.3997

International
Jennifer Scanlon
President, USG International
jscanlon@usg.com
312.436.4158

General Counsel
Stan Ferguson
Executive VP and General Counsel
sferguson@usg.com
312.436.5387

Investor Relations
Ken Banas
Senior Director
kbanas@usg.com
312.436.6098

Board of Directors/Audit Committee
c/o Stan Ferguson
sferguson@usg.com
312.436.5387

USG will not tolerate retaliation against any employee who in good faith reports a violation of our Code of Business Conduct.

Webcast ImageWebcast - Live
Q3 2014 USG Earnings Conference Call
10/23/14 at 9:00 a.m. ET

Stock Quote

USG (Common Stock)
Price$26.69
Change (%) Stock is Up 0.01 (0.04%)
Volume1,821,223
Today's Open$26.65
Previous Close$26.68
Intraday High$27.16
Intraday Low$26.47
ExchangeNYSE (US Dollar)
10/20/14 4:00 p.m. ET
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IR Contact

Matthew Ackley
Senior Manager, Investor Relations
Phone: (312) 436-6263
E-mail: investorrelations@usg.com