Investor Presentaiton

Content BORAL® 1. Overview of the transaction / strategic rationale 2. USG's IP / Technology and adjacent products 3. JV's combined footprint and markets 4. Synergies 5. Key transaction terms 6. Company specific factors 7. Summary Appendix USG USG funding and earnings implications 27 72 BORAL® USG Calendar year 2014 expected impact to USG earnings¹ Projected JV earnings² US$m $35 - $45 Accretive - US$7-$12m expected contribution to USG bottom line in CY2014 5. Results are expected to increase over time as technology is propagated and capabilities are optimised NPV positive - expected future returns exceed present value of cash contributions as synergies are realised Adjustment for USG's contribution to the JV3 ($6 - $8) USG projected interest expense4 ($22 - $25) Total projected JV impact to USG's net income in CY20145 expected EBITDA to offset additional $7 - $12 leverage, with higher cash contribution Balance Sheet positive - 1. Guidance will not be provided on a quarterly or annual basis " and lower debt/EBITDA over time USG expects to fund the joint venture through US$350m in long-term debt and US$150m of cash from its balance sheet, with earn out payments of up to US$75m6 2. JV results will be reflected in USG's Equity Method Income on its Statement of Operations, below the Operating Profit line and may vary based on finalization of fair valuation at the date of completion and foreign exchange rates 3. Represents full projected earnings contributions from USG's contributed entities in 2014 4. Expected interest payment related to the long-term debt used to fund the joint venture 5. Expected contribution is based on 12 months of operations, results may vary based on the actual commencement date of JV operations 6. $75m earn out payments have a Net Present Value of $50m based on the three- and five-year performance targets 28

View entire presentation