Free Opening Brief in Support - District Court of Delaware - Delaware

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IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE

In re: USG CORPORATION, a Delaware corporation, et al., Debtors. ___________________________________ USG CORPORATION, et al., Movant v. OFFICIAL COMMITTEE OF ASBESTOS PERSONAL INJURY CLAIMANTS, et al., Respondents.

: : : : : : : : : : : : : : : : : : :

Chapter 11 Jointly Administered Case No. 01-2094 (JKF)

Civil Action No. 04-1559 (JFC) Civil Action No. 04-1560 (JFC) Hearing: 6/13/05 2:00 p.m.

DEBTORS' BRIEF REGARDING REQUEST FOR DISCOVERY IN ADVANCE OF HEARING ON ISSUES TO BE CONSIDERED IN ESTIMATION COOLEY GODWARD LLP Stephen C. Neal (CA 170085) Scott D. Devereaux (CA 146050) Five Palo Alto Square 3000 El Camino Real Palo Alto, CA 94306 Tel: (650) 843-5000 JONES DAY David G. Heiman (OH 0038271) Brad B. Erens (IL 6206864) North Point 901 Lakeside Avenue Cleveland, Ohio 44114-1190 Tel: (216) 586-3939 Counsel for Debtors RICHARDS, LAYTON, & FINGER, P.A. Daniel J. DeFranceschi (DE No. 2732) Paul N. Heath (DE No. 3704) One Rodney Square P.O. Box 551 Wilmington, Delaware 19899 Tel: (302) 651-7700

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I.

INTRODUCTION A central issue in this case is whether the Court will consider the merits of the

asbestos personal injury claims in estimating debtor United States Gypsum Company's ("U.S. Gypsum") liabilities, or rely solely upon certain claims resolution history, as proposed by the Official Committee of Asbestos Personal Injury Claimants and the Future Claimants' Representative (collectively the "ACC"). There is no question that the goal of estimation is to predict the number and value of valid asbestos personal injury claims that have been and will be asserted against U.S. Gypsum or the asbestos trust, so that a plan of reorganization will provide for the proper funding of payable claims. This does not mean that estimation determines the merits of the claims of particular individuals but, rather, that estimation outlines the characteristics of those claims that likely will be valid, so that the number and value of such claims may be estimated. This exercise is not only important to Debtors1, it is important to Debtors' creditors and stakeholders, including those asbestos claimants with legitimate claims. All parties have an interest in seeing that Debtors' resources are used to pay only valid claims; thus, the characteristics of valid claims must be considered in estimation. Where claims are contested, as in this case, due process guarantees Debtors the opportunity to present a meaningful defense to those claims. As Judge Wolin concluded with respect to the issues to consider in estimation: "In an asbestos bankruptcy, the Court will, within the constraints of the law, reject unsubstantiated claims, bogus medical evidence and

1

The term "Debtors," as used herein, is a convention used for convenience. The vast majority of the asbestos personal injury claims at issue are asserted against only one debtor, U.S. Gypsum. Debtors other than U.S. Gypsum are not responsible for the asbestos liabilities arising from products manufactured or sold by U.S. Gypsum.

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fanciful theories of causation. The Court will protect those who have been truly harmed." (February 19, 2003 Order at 4.) Pursuant to Debtors' estimation proposal, Debtors will present evidence during estimation that certain categories of claimants have sustained no compensable harm or, based on their alleged asbestos exposures, likely cannot establish that U.S. Gypsum's products are responsible for any claimed injuries. (See Debtors' previously filed

Estimation Decision Tree, attached hereto as Exhibit A.) The ACC, on the other hand, submits that estimation should consist only of testimony with respect to U.S. Gypsum's claims resolution history and, based solely on that history, predictions regarding the number of future claims that should be paid. The ACC argues that evidence about the characteristics of claimants who have no compensable injury or no meaningful exposure to U.S. Gypsum's products should be excluded entirely from estimation. The parties agree that the question of which issues and evidence will be considered in estimation is the threshold question for the Court to decide after briefing and a hearing. The parties disagree, however, as to what, if any, discovery is needed before the Court can make an informed decision. The Court does not need discovery to decide whether it is necessary to consider the merits of claims in estimation. Indeed, Judge Wolin entered an order in this case that estimation would consider the merits of the claims after briefing on the issue, absent any discovery and without any request for discovery from any party, including the ACC. The ACC now requests, for the first time, discovery in three general areas prior to the Court's determination of the issues to be considered in estimation. The three general areas are: (1) the scientific evidence regarding the merits of the personal injury claims;

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(2) Debtors' tort system experience; and (3) Debtors' proposed sampling of personal injury claims for estimation purposes.2 The ACC purports to need four to six months for this discovery. Debtors understand that the ACC does not contemplate mutual and complete discovery on these issues, but, rather, one-sided discovery where the ACC obtains discovery of Debtors and their experts, but Debtors are not granted the reciprocal discovery on the same issues. Debtors repeatedly have offered to begin full and complete discovery, but the ACC continues to reject this offer and instead adheres to their proposal for only partial and one-sided discovery before the estimation determination. The ACC's discovery proposal is impermissible and wasteful. The Court cannot decide whether to consider the merits in estimation based on one-sided discovery. And, if the Court ultimately does consider the merits, as Debtors believe it must, the discovery will have to be repeated. Debtors respectfully request that the Court deny the ACC's call for another half-year of delay for unnecessary and one-sided discovery and, instead, schedule complete and mutual discovery at the appropriate time. II. DISCUSSION A. Discovery Regarding Scientific Evidence is Not Relevant to Determining Whether to Consider the Merits of Claims in Estimation. In estimating U.S. Gypsum's liability for asbestos personal injury claims, the Court should consider: (1) whether claimants who do not manifest physical harm (those who are "unimpaired") have a compensable injury under applicable law and how those claims should be treated in estimation; (2) whether the scientific evidence supports the claim that chrysotile asbestos causes mesothelioma; (3) whether claimants who, by

2

To date, the ACC has not provided a statement of the specific discovery they wish to take and have been vague on exactly what discovery they seek. Debtors' present understanding of the desired discovery is based on meet and confer conversations and correspondence with counsel.

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virtue of their occupations or otherwise, have not had exposure to U.S. Gypsum's asbestos-containing products sufficient to cause disease have compensable claims; (4) whether the scientific evidence supports the claim that asbestos exposure causes cancers other than lung and mesothelioma; and (5) whether the scientific evidence supports the claim that lung cancer in the absence of asbestosis is asbestos-related. (See Exhibit A, "Part 1: Determine the Characteristics of Valid Claims" on Debtors' Estimation

Decisional Tree.) Although Debtors do not have the benefit of the ACC's specific discovery proposal, based on meet and confer communications to date, Debtors believe that the ACC will seek discovery to support their argument that some epidemiologists still believe chrysotile asbestos can cause mesothelioma. Debtors similarly expect that the ACC's discovery will be designed to demonstrate that not all epidemiologists agree as to the level of asbestos exposure needed to cause disease. But this discovery is not relevant to whether evidence regarding claim validity should be heard, which is the question at hand; it may be relevant to whether this evidence ultimately will be accepted and accounted for in the estimation. The ACC's belief that their arguments regarding the science ultimately will prevail, and therefore an estimation considering the merits of claims is futile, provides no basis to deny Debtors their right to present the evidence and contest the claims against them. B. The Discovery Proposed Will Impermissibly Disadvantage All Other Parties and Waste the Estates' Resources. Although Debtors do not believe that the discovery the ACC seeks is appropriate at this stage, to move this proceeding forward, Debtors offered to proceed with mutual discovery on all medical, scientific, and factual questions relevant to 4
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estimation of U.S. Gypsum's liability. Debtors believed that such an approach would resolve the dispute between the parties and allow all discovery to be conducted efficiently and at one time. The ACC rejected this offer. By pursuing only one-sided discovery and avoiding the discovery Debtors require to establish their defenses (such as claimant discovery), the ACC is manipulating the discovery process. The ACC seeks to ensure that the Court's decision regarding the issues to consider in estimation can only result in (1) a summary rejection of Debtors' arguments regarding claim validity without Debtors ever being given a full and fair hearing on these issues or (2) a decision to hear the merits in estimation, which would require a round of mutual discovery and an inevitable repetition of the discovery previously taken from the Debtors' experts. In this way, the hearing regarding the issues to consider in estimation offers no possibility for Debtors to advance their case, yet guarantees the ACC "two bites at the apple." The ACC's attempt to use discovery as a tool to gain an undue advantage should not be condoned. Buffington v. Wood, 351 F.2d 292, 297 (3d Cir. 1964) (finding that courts must "avoid giving potential discovery advantages to one party over the other"). By seeking only partial discovery, the ACC asks the Court to decide that Debtors' claim validity arguments will not be heard without considering all the relevant evidence. For example, the ACC will try to establish that experts disagree as to how much exposure is needed to cause disease, but at the same time the ACC opposes any discovery of claimants (even those with pending lawsuits against U.S. Gypsum) regarding their exposure history. By this approach, the ACC hopes to keep from the Court the evidence that will reveal that many claimants, because they never worked in the construction

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industry where U.S. Gypsum's products were used, have such minimal or non-existent levels of exposure to U.S. Gypsum's products that no credible expert would find those products were a cause of disease. The Court should not make a determination to exclude Debtors' claim validity arguments from estimation based only on partial evidence. The ACC's proposal is as inefficient as it is unfair. The ACC proposes that rather than hear all of the relevant evidence in a single hearing, the Court should hold a onesided preview and then decide whether to hold another hearing on the same issues later. The ACC, in essence, proposes that the Court have a hearing to consider the merits of the scientific issues in deciding whether to have a hearing to consider the merits of the scientific issues. Not only would a mini-hearing on the merits waste the Court's time, it will needlessly drain the estates' resources. If the Court determines that the estimation must consider the merits of claims, full discovery will inevitably produce redundancies of the previous discovery efforts. There is little doubt that if the ACC's discovery requests were granted, many or most of Debtors' experts will need to prepare reports, give depositions, and testify twice. C. The ACC Already Has Access to U.S. Gypsum's "Tort System History." Another area of potential discovery referenced by the ACC in their Estimation Decision Tree is Debtors' "tort system history (CCR and USG)." The ACC, however, already has the very same database that Debtors have, which contains the settlement history of claims filed against U.S. Gypsum since 1985, when U.S. Gypsum became a member of the Asbestos Claims Facility, which existed prior to the Center for Claims Resolution ("CCR"). In fact, the ACC's involvement with many asbestos

defendants, both in and out of bankruptcy, likely gives them broader knowledge of the 6
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settlement history of asbestos personal injury claims than Debtors possess. It is difficult to fathom what additional tort system history discovery the ACC needs to be in a position to brief the Court regarding what issues should be considered in estimation. D. Sampling Is An Accepted Discovery Tool, Although Issues Relating to Sample Size and Composition May Be the Subject of Discovery. The ACC also has asserted that they believe claimant sampling, in general, is not reliable or useful in the estimation process, and the ACC previously has suggested that they would like discovery to demonstrate that proposition. Whether sampling is appropriate is, however, a legal question for the Court. Indeed, the use of statistical

sampling is a well accepted alternative to impracticably costly and time-consuming discovery. See, e.g., Manual for Complex Litigation, Third § 21.422 ("statistical

sampling techniques may be used to measure whether the results of the discovery fairly represent what unrestricted discovery would have been expected to produce"); § 21.493 ("In some cases, sampling techniques may provide the only practicable means to collect and present relevant data"). Given the Court's broad discretion to admit statistical

sampling evidence, discovery into the issue of sampling is unnecessary prior to the Court's decision regarding the issues to consider in estimation. The ACC also has asserted that Debtors' proposed sampling raises statistical and factual issues, such as whether the sample size is sufficient. In an effort to resolve these issues, Debtors have offered to provide discovery of their expert statistician with respect to Debtors' sampling plan. Debtors also proposed that the ACC provide discovery of their expert who will criticize, or offer an alternative to, Debtors' sampling proposal. Debtors submit that the particulars of the sampling protocol for discovery purposes may be resolved after the estimation methodology determination; however, Debtors are not 7
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opposed to engaging in reciprocal discovery with respect to the sampling protocol prior to that determination. E. Under Debtors' Proposal, the ACC Will Not Be Deprived of Discovery. Denying the ACC's requested discovery at this point will in no way deprive the ACC of the opportunity to pursue discovery and present their arguments on the merits. The ACC will have the opportunity to pursue their desired discovery prior to a determination of the characteristics of valid claims, and the ACC may advance their theories with respect to Debtors' arguments at the estimation hearing. At that time, the Court will have all the substantive evidence before it and will be in a position to make a fully informed decision as to claim validity and estimation. III. CONCLUSION The partial, one-sided discovery requested by the ACC before the hearing regarding whether to consider the merits of claims in estimation is unnecessary and unfair. The ACC improperly views the hearing on whether to consider the merits of claims in estimation as an opportunity to serve up their contentions of the alleged flaws in Debtors' claim validity arguments. The ACC seeks to do so while refusing the discovery Debtors require to demonstrate the characteristics of truly valid claims. Debtors respectfully request that the Court deny the ACC's discovery and set a briefing and hearing schedule with respect to the estimation methodology determination or, alternatively, order full and complete discovery requested by all parties prior to the

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estimation methodology determination to avoid a duplication of efforts and a waste of resources.

Dated: April 26, 2005

COOLEY GODWARD LLP Stephen C. Neal (CA 170085) Scott D. Devereaux (CA 146050) Five Palo Alto Square 3000 El Camino Real Palo Alto, CA 94306 Tel: (650) 843-5000 JONES DAY David G. Heiman (OH 0038271) Brad B. Erens (IL 6206864) North Point - 901 Lakeside Avenue Cleveland, Ohio 44114-1190 Tel: (216) 586-3939

/s/ Paul N. Heath Daniel J. DeFranceschi (DE No. 2732) Paul N. Heath (DE No. 3704) RICHARDS, LAYTON, & FINGER, P.A. One Rodney Square P.O. Box 551 Wilmington, Delaware 19899 Tel: (302) 651-7700

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EXHIBIT A

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UNITED STATES DISTRICT COURT DISTRICT OF DELAWARE CERTIFICATE OF SERVICE I hereby certify that on April 26, 2005, I electronically filed Debtors' Brief Regarding Request for Discovery in Advance of Hearing on Issues to be Considered in Estimation with the Clerk of Court using CM/ECF which will send notifications of such filing to the following: Steven T. Davis [email protected] Marla Rosoff Eskin [email protected] Brett D. Fallon [email protected] Paul N. Heath [email protected]; [email protected] I hereby certify that on April 26, 2005, I caused a copy of the Debtors' Brief Regarding Request for Discovery in Advance of Hearing on Issues to be Considered in Estimation to be served via e-mail upon the attached Service List1: /s/ Paul N. Heath Paul N. Heath (No. 3704) Richards, Layton & Finger, P.A. One Rodney Square, P. O. Box 551 Wilmington, Delaware 19899-0551 Phone: 302-651-7700 Fax: 302-651-7701 E-mail: [email protected]
As defined in and in accordance with Order Establishing Case Management and Scheduling Procedures for All Matters in the Above-Captioned Bankruptcy Cases Which the Reference has been Withdrawn from the United States Bankruptcy Court for the District of Delaware to the United States District Court for the District of Delaware [Docket No. 8 in Case #04-1560; Docket No. 6 in Case #04-1559 ­ entered March 23, 2005]
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Michael R. Lastowski [email protected] Christopher D. Loizides [email protected] Christopher A. Ward [email protected] [email protected]

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In re: USG Corporation Service List as of April 26, 2005 Representing Marathon Ashland Petroleum and Coral Energy Canada John D. Demmy Stevens & Lee, P.C. 1105 North Market Street, 7th Floor Wilmington, DE 19801 Representing Official Committee of Asbestos Personal Injury Claimants Marla R. Eskin Kathleen J. Campbell Campbell & Levine, LLC 800 King Street, Suite 300 Wilmington, DE 19801 Representing Edward Wally Robert Jacobs Jacobs & Crumplar, P.A. P.O. Box 1271 2 East 7th Street Wilmington, DE 19899 Representing Official Committee of Unsecured Creditors Michael R. Lastowski Duane Morris, LLP P.O. Box 195 1100 North Market Street, Suite 1200 Wilmington, DE 19899-1246 Representing Airgas, Inc. Kathleen M. Miller Smith Katzenstein & Furlow, LLP P.O. Box 410 800 Delaware Avenue, 7th Floor Wilmington, DE 19899 Representing Dean M. Trafelet, Futures Representative James L. Patton Sharon Zieg Young Conaway Stargatt & Taylor, LLP P.O. Box 391 1000 West Street, 17th Floor Wilmington, DE 19899 Representing US Trustee Frank J. Perch Office of the United States Trustee J. Caleb Boggs Federal Building, 844 King Street, Room 2313 Lockbox 35 Wilmington, DE 19801-3519 Representing Official Committee of Asbestos Property Damage Claimants Steven M. Yoder Neal B. Glassman The Bayard Firm 222 Delaware Avenue, Suite 900 Wilmington, DE 19801 Representing Atlas Roofing Corporation Jennifer M. Zelvin McCarter & English, LLP P.O. Box 111 919 N. Market Street, Suite 950 Wilmington, DE 19899 Representing Ancel Abadie and additional claimants Julie A. Ardoin Stephen B. Murray The Murray Law Firm 909 Poydras Street, Suite 2550 New Orleans, LA 70112-4000

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Representing Asbestos Property Damage Committee Scott L. Baena Jay Sakalo Annie Martinez Allyn Danzeisen Bilzin Sumberg Baena Price & Axelrod LLP 2500 First Union Financial Center, 200 South Biscayne Blvd. Miami, FL 33131-2336 Gary L. Barnhart Missouri Dept. of Revenue P.O. Box 475 301 West High Street, Room 670 Jefferson City, MO 65105-0475 Robert W. Bollar Southern Counties Oil Co. P.O. Box 4159 1800 West Katella Avenue, Suite 400 Orange, CA 92863-4159 Representing Airgas, Inc. David Boyle Airgas, Inc. P.O. Box 6675 259 Radnor-Chester Road, Suite 100 Radnor, PA 19087 Representing West Coast Estates Thomas J. Brandi Terrence Edwards Law Offices of Thomas J. Brandi 44 Montgomery Street, #1050 San Fancisco, CA 94104 Representing Various Asbestos Claimants Alan R Brayton Brayton & Purcell 222 Rush Landing Road Novato, CA 94945

Representing Various Asbestos Claimants Russell Budd Alan B. Rich Baron & Budd, P.C 3102 Oak Lawn Avenue, Suite 1100 Dallas, TX 75219 ReGen Capital I, Inc. P.O. Box 626 Planetarium Station New York, NY 10024-0540 Peter A. Chapman 572 Fernwood Lane Fairless Hills, PA 19030 Representing Central States, Southeast and Southwest Areas Pension Fund Rathna Chikkalingaiah Central States, Southeast and Southwest Areas Pension Fund Legal Department 9377 West Higgins Road Rosemont, IL 60018-4938 Representing Oracle Corporation and Oracle Credit Corporation Shawn M. Christianson Buchalter, Nemer, Fields & Younger 333 Market Street, 25th Floor San Francisco, CA 94105-2130 Representing Tennessee Dept. of Treasury Unclaimed Property Marvin E. Clements, Jr. C/O TN Attorney General's Office, Bankr. Unit P.O. Box 20207 Nashville, TN 37202-0207 Representing Barbara G. Billet, Esq., Deputy Commissioner and Counsel Elaine Z. Cole New York State Department of Taxation and Finance 340 E. Main St. Rochester, NY 14604

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Representing Committee Member Newberry College c/o Edward J. Westbrook, Esquire Richardson Patrick Westbrook & Brickman LLC P.O. Box 1007 1037 Chuck Dawley Blvd, Building A Mount Pleasant, SC 29465 Representing Dean M. Trafelet, Futures Representative Nicholas J. Cremona Andress A. Kress Kaye Scholer LLP 425 Park Avenue New York, NY 10022 Representing Ker McGee Myron K. Cunningham Kerr McGee Center P.O. Box 25861 Oklahoma City, OK 73125 Representing Catholic Archdiocese of New Orleans Martin Dies 1009 Green Avenue Orange, TX 77630 Representing Port St. Helens, Oregon Charles R. Ekberg Lane Powell Sears Lubersky LLP 1420 Fifth Avenue, Suite 4100 Seattle, WA 98101-2338 Representing Debtors Brad B. Erens Robert Krebs Scott A. Huff Jones Day 77 West Wacker Drive, Suite 3500 Chicago, IL 60601-1692

Representing Hayward Industrial Park Associates, a CA general partnership Gregg M. Ficks Coblentz, Patch, Duffy & Bass, LLP One Ferry Building, Suite 200 San Francisco, CA 94111 Representing Federal Express Corp. Charles J. Filardi, Jr. Pepe & Hazard LLP 30 Jelliff Lane Southport, CT 06890-1436 Ryan A. Foster The Foster Law Firm, PLLC 440 Louisiana, Suite 2100 Houston, TX 77002 Charles O. Freedgood JP Morgan Chase 270 Park Avenue Floor 12 New York, NY 10017-2036 Representing Innovative Gas Services, Inc. Craig E. Freeman Thelen, Reid & Priest LLP 875 Third Avenue New York, NY 10022 Representing Environmental Protection Agency Henry S. Friedman John C. Cruden U.S. Department of Justice P.O. Box 7611 Washington, DC 20044 Representing The Valleycrest Landfill Site Group Neal A. Frink Dinsmore & Shohl 1900 Chemed Center 255 East Fifth Street Cincinnati, OH 45202

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Representing Bear, Stearns & Co. Inc. James G. Gereghty, Jr. Bear, Stearns & Co. Inc. 383 Madison Avenue New York, NY 10179 Representing Certain Plaintiffs & Claimants Charles E. Gibson, III 620 North Street, Suite 100 Jackson, MS 39202 Representing California Union Insurance Company Leonard P. Goldberger White and Williams LLP 1800 One Liberty Place Philadelphia, PA 19103-7395 Terry A. Graffis National City Bank 1900 East Ninth Street, Locator 01-2136 Cleveland, OH 44114 Representing Creditor Tyler Greif Peter Faulkner 1313 Avenue of the Americas New York, NY 10019 Representing Fox Valley Steel and Wire Company Daniel J. Habeck Cramer, Multhauf & Hammes, LLP P.O. Box 558 Suite 200, 1601 East Racine Avenue Waukesha, WI 53187 Representing Debtor Paul Harner Jones Day 77 West Wacker Drive, Suite 3500 Chicago, Il 60601-1692

Representing Debtors David Heiman Jones Day North Point, 901 Lakeside Avenue Cleveland, OH 44114 Representing New Jersey Resources Robert L. Heugle, Jr. Lomurro, Davison, Eastman & Munoz, P.A. Monmouth Executive Center, 100 Willowbrook Road, Building 1 Freehold, NJ 07728-2879 Daniel K. Hogan The Hogan Firm 1311 Delaware Avenue Wilmington, DE 19806 Representing OII Steering Committee Allan H. Ickowitz Kathy K. Emanuel Nossaman, Guthner, Knox & Elliott, LLP 445 South Figueroa Street, 31st Floor Los Angeles, CA 90071 Representing Official Committee of Asbestos Personal Injury Claimants Elihu Inselbuch Caplin & Drysdale, Chartered 399 Park Ave. New York, NY 10022-4614 Thomas L. Jacob Air Products and Chemicals, Inc. 7201 Hamilton BLVD. Alentown, PA 18195-1501 William S. Katchen Duane Morris, LLP 744 Broad Street, Suite 1200 Newark, NJ 07102

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Representing Various Asbestos Claimants Michael V. Kelley Thomas M. Wilson Kelley & Ferraro, L.L.P. 1901 Penton Media Building, 1300 East Ninth Street Cleveland, OH 44114 Allan Kellman The Jaques Admiralty Law Firm 1370 Penobscot Building Detroit, MI 48226 Representing City and County of Denver Eugene J. Kottenstette Assistant City Attorney Land Use & Revenue Section 201 West Colfax Avenue, Dept 1207 Denver, CO 80202-3275 Roger Kral Dietrich Industries 4200 St Rt 22 East #3 Blairsville, PA 15717 Representing Trucklease Corporation d/b/a AMI Leasing, sucessor in interest to Biddle Co., Inc. Gary P. Lightman Glenn A. Manochi LIGHTMAN, MANOCHI & CHRISTENSEN 1520 Locust Street, 12th Floor Philadelphia, PA 19102 Representing Official Committee of Asbestos Personal Injury Claimants Peter Van N. Lockwood Caplin & Drysdale, Chartered One Thomas Circle, N.W. Washington, DC 20005-5802

Representing USG Corporation Mary A. Martin USG Corporation 125 South Franklin Street Chicago, IL 60606 Representing Lexington Insurance Company Robert B. Millner Sonnenschein, Nath & Rosenthal 8000 Sears Tower, 233 South Wacker Drive Chicago, IL 60606 Representing Commonwealth of Pennsylvania, Pennsylvania Department of Revenue Christopher R. Momjian Office of the Attorney General 21 S. 12th Street, 3rd Floor Philadelphia, PA 19107-3603 Representing Office of the Attorney General - Washington Zachary Mosner Office of the Attorney General - Bankruptcy & Collections Unit 900 Fourth Avenue, Suite 2000 Seattle, WA 98164-1012 Lisa B. Neimark E&Y Capital Advisors LLC 233 S. Wacker Drive Chicago, IL 60606 Representing The State of Louisiana L. Scott Patton Walter C. Dunn The Boles Law Firm P.O. Box 2065 1818 Avenue of America Monroe, LA 71207-2065

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Representing Center for Claims Resolution Michael P. Richman Jean Marie L. Atamian Anthony J. Diana Leslie Chebli Mayer, Brown, Rowe & Maw LLP 1675 Broadway New York, NY 10019 Barry Ridings Lazard Freres & Co. LLC 30 Rockefeller Plaza, 60th Floor New York, NY 10020 Representing Commonweath of PA Sharon L. Royer Harrisburg Bankruptcy and Compliance 1171 South Cameron Street, Room 312 Harrisburg, PA 17104-2513 Representing Parkway, Ltd. Howard C. Rubin Kessler & Collins 5950 Sherry Lane, Suite 222 Dallas, TX 75225 Representing Doris Saiger, as Personal Representative of the Estate of William Saiger, and Dawn Saiger Peter D. Russin L. Tannenbaum Meland Russin Hellinger & Budwick, P.A. 3000 Wachovia Financial Center 200 S. Biscayne Boulevard Miami, FL 33131 Representing Associates Leasing, Inc. Sergio I. Scuteri Farr Burke Gambacorta & Wright, P.C. P.O. Box 788 Suite 201, Eastern International Executive Office Center, 211 Benigno Boulevard Bellmawr, NJ 08099-9811

Representing IBM Corporation Beverly H. Shideler IBM Corporation 2 Lincoln Center #200 Oakbrook Terrace, IL 60181-4837 Representing Various Asbestos Claimants J. Bradley Smith Waters & Kraus, LLP 3219 McKinney Avenue, Suite 3000 Dallas, TX 75204 Representing Fee Auditor Warren H. Smith Warren H. Smith & Associates, P.C. Republic Center, 325 N. Saint Paul, Suite 1275 Dallas, TX 75201 Representing Anderson Memorial Hospital Daniel A. Speights Speights & Runyan P.O. Box 685 200 Jackson Avenue East Hampton, SC 29924 Adam M. Spence The Law Offices of Adam M. Spence, P.C. 105 W. Chesapeake Avenue, Suite 400 Towson, MD 21204 Representing Archiped Classics, Inc. Stephen C. Stapleton Cowles & Thompson 901 Main Street, Suite 4000 Dallas, TX 75202 J.W. Taylor c/o Paul Matthews, Paralegal Coastal Transport, Inc. P.O. Drawer 67 Auburndale, FL 33823

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Representing USG Corporation Suzanne K. Torrey USG Corporation 125 S. Franklin Street Chicago, IL 60606 Representing Future Claimants Dean M. Trafelet P.O. Box 518 9130 Wild Lane Baileys Harbor, WI 54202 Representing New Jersey Self-Insurers Guaranty Association Michael S. Waters Jeffrey Bernstein, Esquire Carpenter Bennett & Morrissey Three Gateway Center 100 Mulberry St. Newark, NJ 07102 Representing Blue Cross & Blue Shield of Florida, Inc. Richard Blackstone Webber II Richard Blackstone Webber II, PA 320 Maitland Avenue Altamonte Springs, FL 32701 Representing Nick Ferrante Perry Weitz C. Sanders McNew Weitz & Luxenborg 180 Maiden Lane New York, NY 10038-4925 Representing Asbestos Creditors Scott W. Wert Foster & Sear, L.L.P. 524 E. Lamar Blvd., Suite 200 Arlington, TX 76011 Representing Official Committee of Unsecured Creditors Denise K. Wildes Stroock & Stroock & Lavan, LLP 180 Maiden Lane New York, NY 10038-4982

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In re: USG Corporation, et al. Service List ­ Email addresses Via E-mail [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected];
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[email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected];

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[email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]. US; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected];
RLF1-2868619-1

[email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; [email protected];