USG CORP - FORM 10-K - EX-31.2 - RULE 13A - 14(A) CERTIFICATION OF USG CORPORATION'S CHIEF FINANCIAL OFFICER - February 8, 2017

Attached files

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EX-32.1 - SECTION 1350 CERTIFICATION OF USG CORPORATION'S CHIEF EXECUTIVE OFFICER - USG CORPusg_ex321x1231201610-k.htm
10-K - 10-K - USG CORPusg10-k1231201610xk.htm
EX-99.2 - FINANCIAL STATEMENTS OF USG BORAL BUILDING PRODUCTS PTY LIMITED - USG CORPusg_ex992x1231201610-k.htm
EX-99.1 - FINANCIAL STATEMENTS OF USG BORAL BUILDING PRODUCTS PTE - USG CORPusg_ex991x1231201610-k.htm
EX-95 - MINE SAFETY DISCLOSURES - USG CORPusg_ex95x1231201610-k.htm
EX-32.2 - SECTION 1350 CERTIFICATION OF USG CORPORATION'S CHIEF FINANCIAL OFFICER - USG CORPusg_ex322x1231201610-k.htm
EX-31.1 - RULE 13A - 14(A) CERTIFICATION OF USG CORPORATION'S CHIEF EXECUTIVE OFFICER - USG CORPusg_ex311x1231201610-k.htm
EX-24 - POWER OF ATTORNEY - USG CORPusg_ex24x1231201610-k.htm
EX-23.3 - CONSENT OF INDEPENDENT AUDITORS, KPMG - USG CORPusg_ex233x1231201610-k.htm
EX-23.2 - CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, DELOITTE PLT - USG CORPusg_ex232x1231201610-k.htm
EX-23.1 - CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, DELOITTE & TOUCHE LLP - USG CORPusg_ex231x1231201610-k.htm
EX-21 - SUBSIDIARIES - USG CORPusg_ex21x1231201610-k.htm
EX-10.53 - AMENDMENT NO. 5 TO USG CORPORATION NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM - USG CORPusg_ex1053x1231201610-k.htm
EX-10.44 - FORM OF USG CORPORATION PERFORMANCE SHARES AGREEMENT - USG CORPusg_ex1044x1231201610-k.htm
EX-10.43 - FORM OF USG CORPORATION MARKET SHARE UNITS AGREEMENT - USG CORPusg_ex1043x1231201610-k.htm
EX-10.42 - FORM OF USG CORPORATION RESTRICTED STOCK UNITS AGREEMENT - USG CORPusg_ex1042x1231201610-k.htm
EX-10.30 - 2017 ANNUAL MANAGEMENT INCENTIVE PROGRAM OF USG CORPORATION - USG CORPusg_ex1030x1231201610-k.htm


EXHIBIT 31.2
CERTIFICATIONS
I, Matthew F. Hilzinger, certify that:
1.
I have reviewed this annual report on Form 10-K of USG Corporation (the “Corporation”);
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Corporation as of, and for, the periods presented in this report;
4.
The Corporation’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act rules 13a-15(f) and 15(d)-15(f)) for the Corporation and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Corporation, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the Corporation’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the Corporation’s internal control over financial reporting that occurred during the Corporation’s most recent fiscal quarter (the Corporation’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Corporation’s internal control over financial reporting; and
5.
The Corporation’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Corporation’s auditors and the audit committee of the Corporation’s board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Corporation’s ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Corporation’s internal control over financial reporting.

February 8, 2017
/s/ Matthew F. Hilzinger
 
Matthew F. Hilzinger
 
Executive Vice President and Chief Financial Officer


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