SCHEDULE 13G
Amendment No. 3
USG Corporation
Common Stock
Cusip #903293405
Cusip #903293405
Item 1: Reporting Person - FMR Corp.
Item 4: Delaware
Item 5: 69,357
Item 6: 0
Item 7: 3,769,457
Item 8: 0
Item 9: 3,769,457
Item 11: 8.469%
Item 12: HC
Cusip #903293405
Item 1: Reporting Person - Edward C. Johnson 3d
Item 4: United States of America
Item 5: 0
Item 6: 0
Item 7: 3,769,457
Item 8: 0
Item 9: 3,769,457
Item 11: 8.469%
Item 12: IN
SCHEDULE 13G - TO BE INCLUDED IN
STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
Item 1(a). Name of Issuer:
USG Corporation
Item 1(b). Name of Issuer's Principal Executive Offices:
125 S. Franklin Street
Department 188
Chicago, IL 60606
Item 2(a). Name of Person Filing:
FMR Corp.
Item 2(b). Address or Principal Business Office or, if None,
Residence:
82 Devonshire Street, Boston,
Massachusetts 02109
Item 2(c). Citizenship:
Not applicable
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
903293405
Item 3. This statement is filed pursuant to Rule 13d-1(b) or 13d-2(b)
and the person filing, FMR Corp., is a parent holding company
in accordance with Section 240.13d-1(b)(ii)(G). (Note: See
Item 7).
Item 4. Ownership
(a) Amount Beneficially Owned: 3,769,457
(b) Percent of Class: 8.469%
(c) Number of shares as to which such
person has:
(i) sole power to vote or to direct
the vote: 69,357
(ii) shared power to vote or to
direct the vote: 0
(iii) sole power to dispose or to
direct the disposition of: 3,769,457
(iv) shared power to dispose or to
direct the disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Various persons have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the
sale of, the Common Stock of USG Corporation. The interest
of one person, Fidelity Low Priced Stock Fund, an investment
company registered under the Investment Company Act of
1940, in the Common Stock of USG Corporation, amounted to
3,700,000 shares or 8.313% of the total outstanding Common
Stock at December 31, 2005.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company.
See attached Exhibit A.
Item 8. Identification and Classification of Members of
the Group.
Not applicable. See attached Exhibit A.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in any
transaction having such purpose or effect.
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
February 14, 2006
Date
/s/Eric D. Roiter
Signature
Eric D, Roiter
Duly authorized under Power of Attorney
dated December 30, 1997 by and on behalf of FMR Corp. and
its direct and indirect subsidiaries
SCHEDULE 13G - TO BE INCLUDED IN
STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
Pursuant to the instructions in Item 7 of Schedule 13G,
Fidelity Management & Research Company ("Fidelity"), 82
Devonshire Street, Boston, Massachusetts 02109, a wholly-
owned subsidiary of FMR Corp. and an investment adviser
registered under Section 203 of the Investment Advisers Act
of 1940, is the beneficial owner of 3,700,100 shares or 8.313%
of the Common Stock outstanding of USG Corporation ("the
Company") as a result of acting as investment adviser to
various investment companies registered under Section 8 of
the Investment Company Act of 1940.
The ownership of one investment company, Fidelity
Low Priced Stock Fund, amounted to 3,700,000 shares or
8.313% of the Common Stock outstanding. Fidelity Low
Priced Stock Fund has its principal business office at 82
Devonshire Street, Boston, Massachusetts 02109.
Edward C. Johnson 3d and FMR Corp., through its
control of Fidelity, and the funds each has sole power to
dispose of the 3,700,100 shares owned by the Funds.
Members of the family of Edward C. Johnson 3d,
Chairman of FMR Corp., are the predominant owners, directly
or through trusts, of Series B shares of common stock of FMR
Corp., representing 49% of the voting power of FMR Corp.
The Johnson family group and all other Series B shareholders
have entered into a shareholders' voting agreement under
which all Series B shares will be voted in accordance with the
majority vote of Series B shares. Accordingly, through their
ownership of voting common stock and the execution of the
shareholders' voting agreement, members of the Johnson
family may be deemed, under the Investment Company Act of
1940, to form a controlling group with respect to FMR Corp.
Neither FMR Corp. nor Edward C. Johnson 3d,
Chairman of FMR Corp., has the sole power to vote or direct
the voting of the shares owned directly by the Fidelity Funds,
which power resides with the Funds' Boards of Trustees.
Fidelity carries out the voting of the shares under written
guidelines established by the Funds' Boards of Trustees.
Fidelity Management Trust Company, 82 Devonshire
Street, Boston, Massachusetts 02109, a wholly-owned
subsidiary of FMR Corp. and a bank as defined in Section
3(a)(6) of the Securities Exchange Act of 1934, is the
beneficial owner of 69,300 shares or 0.156% of the Common
Stock outstanding of the Company as a result of its serving as
investment manager of the institutional account(s).
Edward C. Johnson 3d and FMR Corp., through its
control of Fidelity Management Trust Company, each has sole
dispositive power over 69,300 shares and sole power to vote
or to direct the voting of 69,300 shares of Common Stock
owned by the institutional account(s) as reported above.
Strategic Advisers, Inc., 82 Devonshire Street, Boston,
MA 02109, a wholly-owned subsidiary of FMR Corp. and an
investment adviser registered under Section 203 of the
Investment Advisers Act of 1940, provides investment
advisory services to individuals. As such, FMR Corp.'s
beneficial ownership includes 57 shares, or 0.000%, of the
Common Stock stock outstanding of USG Corporation,
beneficially owned through Strategic Advisers, Inc.
SCHEDULE 13G - TO BE INCLUDED IN
STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
RULE 13d-1(f)(1) AGREEMENT
The undersigned persons, on February 14, 2006, agree
and consent to the joint filing on their behalf of this Schedule
13G in connection with their beneficial ownership of the
Common Stock of USG Corporation at December 31, 2005.
FMR Corp.
By /s/ Eric D. Roiter
Eric D. Roiter
Duly authorized under Power of Attorney dated
December 30, 1997, by and on behalf of FMR Corp. and its
direct and indirect subsidiaries
Edward C. Johnson 3d
By /s/ Eric D. Roiter
Eric D. Roiter
Duly authorized under Power of Attorney dated
December 30, 1997, by and on behalf of Edward C. Johnson
3d
Fidelity Management & Research Company
By /s/ Eric D. Roiter
Eric D. Roiter
Senior V.P. and General Counsel
Fidelity Low Priced Stock Fund
By /s/ Eric D. Roiter
Eric D. Roiter
Secretary