Financial Statements [2001/Q1]

MANVILLE PERSONAL INJURY SETTLEMENT TRUST
Special-Purpose Unaudited Consolidated Financial Statements
As of March 31, 2001 and 2000

MANVILLE PERSONAL INJURY SETTLEMENT TRUST

The consolidated financial statements included herein are unaudited.   In the opinion of the management of the Trust, the accompanying consolidated financial statements present fairly, subject to normal year-end adjustments, the consolidated net claimants’ equity as of March 31, 2001 and 2000 and the consolidated changes in net claimants’ equity and cash flows or the three months ended March 31, 2001 and 2000 presented on the special-purpose basis of accounting described in Note 3, which accounting methods have been applied on a consistent basis.

/s/ Mark E. Lederer       
Mark E. Lederer
Chief Financial Officer

 MANVILLE PERSONAL INJURY SETTLEMENT TRUST
CONSOLIDATED STATEMENTS OF NET CLAIMANTS’ EQUITY
AS OF MARCH 31, 2001 AND 2000

                           2000 1999
ASSETS:
                Cash equivalents and investments (Notes 1 & 2)
                         Available-for-sale non-JM
                                     Restricted (Note 8) $70,598,449 $49,726,751
                                     Unrestricted non-JM 2,083,801,608 897,213,071
                                                   Total 2,154,400,057 946,939,822
                         Other available-for-sale
                                     JM common stock 1,197,764,952
                                                  Total cash equivalents and investments 2,154,400,057 2,144,704,774
                Accrued interest and dividend receivables 10,115,910 14,711,422
                Deposits and other assets 139,088 207,415
                         Total assets 2,164,655,055 2,159,623,611
LIABILITIES:
                Accrued expenses (Note 1) 14,245,778 5,326,561
                Unpaid claims (Notes 4, 6 & Exh. III)
                         Settled Pre-Class Action complaint 1,091,073 1,443,673
                         Outstanding Offers – Post Class Action complaint 43,217,515 72,770,036
                Contribution and indemnity claims payable
                         (Notes 4, 8 and Exh. III) 120,380 6,726,964
                Lease commitments payable (Note 5) 1,752,943 2,342,840
                         Total liabilities 60,427,689 88,610,074
NET CLAIMANTS’ EQUITY (Note 6) $2,104,227,366 $2,071,013,537

The accompanying notes are an integral part of these statements.

MANVILLE PERSONAL INJURY SETTLEMENT TRUST
CONSOLIDATED STATEMENTS OF CHANGES IN NET CLAIMANTS’ EQUITY
AS OF  MARCH 31, 2001 AND 2000


2001

2000
NET CLAIMANTS’ EQUITY,
          BEGINNING OF PERIOD $2,154,502,680 $2,472,661,095
ADDITIONS TO NET CLAIMANTS’ EQUITY:
          JM dividend 6,763,849
          Reimbursement by JM of prior years foreign income taxes 124,601 108,666
          Payment for assumption of income tax liability 90,000,000
          Non-JM investment income (Exh. I) 15,346,927 13,489,711
          Realized gain on sale of JM stock 1,232,982,811
          Net reduction in outstanding claim offers 35,254,903 20,513,666
          Net unrealized gains on non-JM available-for-sale securities 7,973,897
         Decrease in lease  commitments payable 143,524 208,879
                 Total additions 1,373,852,766 49,058,668
DEDUCTIONS FROM NET CLAIMANTS’ EQUITY:
          Operating  expenses (Exh. II) 7,109,022 6,053,096
          Management expenses for investments in JM 105,629 102,916
          Net increase in outstanding claim offers
         Claims settled 106,676,576 69,916,223
          Contribution and indemnity claims settled 1,003,628 1,213,153
          Net unrealized losses on non-JM available-for-sale
securities
70,183,965
          Unrealized loss on JM stock 1,239,049,260 373,420,838
                    Total deductions 1,424,128,080 450,706,226
NET CLAIMANTS’ EQUITY,
          END OF PERIOD $2,104,227,366 $2,071,013,537

The accompanying notes are an integral part of these statements.    

MANVILLE PERSONAL INJURY SETTLEMENT TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000


2001

2001
CASH INFLOWS
          JM dividends $6,763,849 $6,763,849
          Reimbursement by JM of prior years foreign income taxes 124,601 108,666
          Payment for assumption of income tax liability 90,000,000
          Sale of JM stock 1,329,000,647
          Investment receipts 13,037,652 13,786,577
          Change in deposits and other assets 136,398 (25,778)
          Investment receipts on escrow accounts (Note 8) 4,002 96,128
                    Total cash inflows 1,439,067,149 20,729,442
CASH OUTFLOWS
          Claim payments made 106,932,176 69,995,223
          Contribution and indemnity claim payments 1,100,628 1,213,153
                    Total cash claim payments 108,032,804 71,208,376
          Disbursements for Trust operating, dispute resolution
             and asset management expenses 11,548,054 5,386,306
                    Total cash outflows 119,580,858 76,594,682
NET CASH INFLOWS (OUTFLOWS) 1,319,486,291 (55,865,240)
NON-CASH CHANGES
          Net unrealized gains (losses) on non-JM
                    available-for-sale securities (70,183,965) 7,973,897
NET INCREASE  (DECREASE) IN CASH EQUIVALENTS AND
          NON-JM INVESTMENTS AVAILABLE-FOR-SALE 1,249,302,326 (47,891,343)
CASH EQUIVALENTS AND NON-JM INVESTMENTS
          AVAILABLE-FOR-SALE, BEGINNING OF PERIOD 905,097,731 994,831,165
CASH EQUIVALENTS AND NON-JM INVESTMENTS
          AVAILABLE-FOR-SALE, END OF PERIOD $2,154,400,057 $946,939,822

The accompanying notes are an integral part of these statements.

MANVILLE PERSONAL INJURY SETTLEMENT TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF MARCH 31, 2001 AND 2000

 

(1)    DESCRIPTION OF THE TRUST

The Manville Personal Injury Settlement Trust (the Trust), organized pursuant to the laws of the state of New York with its office in Katonah, New York, was established pursuant to the Manville Corporation (Manville) Second Amended and Restated Plan of Reorganization (the Plan). The Trust was formed to assume Manville’s liabilities resulting from pending and potential litigation involving (i) individuals exposed to asbestos who have manifested asbestos-related diseases or conditions, (ii) individuals exposed to asbestos who have not yet manifested asbestos-related diseases or conditions and (iii) third-party asbestos-related claims against Manville for indemnification or contribution. Upon consummation of the Plan, the Trust assumed liability for existing and future asbestos health claims. The Trust had initial funding and will receive ongoing fixed and contingent funding as described below under “Funding of the Trust.” The Trust’s funding is dedicated solely to the settlement of asbestos health claims and the related costs thereto, as defined in the Plan. The Trust was consummated on November 28, 1988.

In December 1998, the Trust formed a wholly-owned corporation, the Claims Resolution Management Corporation (CRMC), to provide the Trust with claim processing and settlement services. Prior to January 1, 1999, the Trust provided its own claim processing and settlement services. CRMC began operations on January 1, 1999 in Fairfax, Virginia. The accounts of the Trust and CRMC have been consolidated for financial reporting purposes. All significant balances and transactions between the Trust and CRMC have been eliminated in consolidation.

Funding of the Trust

The Trust was initially funded from the following sources:

  • Manville provided $150 million in cash plus $5.4 million in accrued interest. At consummation, the Trust was required to transfer approximately $27.5 million to the Manville Property Damage Settlement Trust.
  • Insurance settlement proceeds totaling $695 million, which included $72 million in interest thereon.
  • 24,000,000 shares of Manville Common Stock (50% of Manville Common Stock outstanding at consummation).
    On February 26, 2001, all of the remaining shares of the Manville Common Stock were sold.
  • 7,200,000 shares of a new Series A Convertible Preferred Stock of Manville. In December 1992, these shares were converted into 72,000,000 shares of Manville Common Stock.
  • A $50 million interest-bearing note receivable (the Trust Note) payable in equal installments in 1990 and 1991. In December 1989, Manville prepaid the Trust Note. The payment included the $50 million in principal and $8.1 million in accrued interest.
  • Up to $1.65 billion pursuant to the terms of a bond (the Trust Bond). The Trust Bond initially provided for semi-annual installments of $37.5 million commencing in 1991 and ending in 2012. In 1994, the Trust Bond was prepaid.
  • Up to $150 million pursuant to the terms of a second bond (the Trust Second Bond). The Trust Second Bond required Manville to pay the Trust $37.5 million semi-annually in the years 2013 and 2014. On June 30, 1999 the Trust Second Bond was prepaid.
  • Up to 20% of Manville’s profits as defined in the Plan, payable beginning in 1992 with respect to the prior year’s profits (the Profit Sharing Rights). In April 1996, the Profit Sharing Rights were exchanged for an additional 32,527,110 shares of Manville Common Stock.

Manville Stock Interests

On December 19, 2000, JM entered into a definitive merger agreement pursuant to which Berkshire Hathaway, Inc. (Berkshire) agreed to acquire all of the outstanding shares of JM for $13 per share in cash. In addition, the Trust in a separate agreement with Berkshire agreed to tender its shares of JM. On December 28, 2000 JM repurchased 10.5 million shares of its common stock from the Trust for $136.5 million, reflecting the purchase price of $13 per share in the transaction with Berkshire. On February 26, 2001 the Trust tendered all its shares and received $1.3 billion for its remaining 102,230,819 shares of JM common stock, net of transaction costs of approximately $12.5 million. In addition, JM paid the Trust $90 million in settlement of JM’s obligation for future income taxes of the Trust

(2) SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of Presentation

The Trust’s financial statements are prepared using special-purpose accounting methods that differ from accounting principles generally accepted in the United States.  The special-purpose accounting methods were adopted in order to better communicate to the beneficiaries of the Trust the amount of equity available for payment of current and future claims.  These special-purpose accounting methods are enumerated as follows:

  1. The financial statements are prepared using the accrual basis of accounting.
  2. The funding received from JM and its liability insurers has been recorded directly to net claimants’
    equity. These funds do not represent income of the Trust. Settlement offers for asbestos health
    claims are reported as deductions in net claimants’ equity and do not represent expenses of the
    Trust.
  3. Costs of non-income producing assets, which will be exhausted during the life of the Trust and
    are not available for satisfying claims, are expensed as they are incurred. These costs include
    acquisition costs of computer hardware, software, software development, office furniture and
    leasehold improvements.
  4. Future fixed liabilities and contractual obligations entered into by the Trust are recorded directly
    against net claimants’ equity. Accordingly, the future minimum rental commitments outstanding
    at period end for non-cancelable operating leases, net of any sublease agreements, have been
    recorded as deductions to net claimants’ equity.
  5. The liability for unpaid claims reflected in the statements of net claimants’ equity represents settled
    but unpaid claims and outstanding settlement offers. Post-Class Action complaint claims’ liability
    is recorded once a settlement offer is made to the claimant (Note 4) at the amount equal to the
    expected pro rata payment. No liability is recorded for future claim filings and filed claims on
    which no settlement offer has been made. Net claimants’ equity represents funding available to
    pay present and future claims on which no fixed liability has been recorded.
  6. Available-for-sale securities are recorded at market. Held-to-maturity securities are recorded at
    amortized cost. All interest and dividend income, as well as net realized gains/losses, on non-JM
    available-for-sale securities are included in non-JM investment income on the statements of changes
    in net claimants’ equity. Realized gains on JM common stock and unrealized gains and losses on
    non-JM available-for-sale securities are recorded as separate components on the statements of
    changes in net claimants’ equity.

Realized gains/losses on both non-JM available-for-sale-securities and JM  common stock are
recorded based on the security’s original cost.   At the time a security is sold, all previously recorded
unrealized holding gains/losses are reversed and recorded net, as a component of other unrealized
gains/losses in the accompanying statements of net claimants’ equity.

(b) JM Common Stock Interest

The Trust’s stock interests represent a majority stock interest in JM. The accounts of JM have not been consolidated in the accompanying financial statements because: (i) JM stock interests were held by the Trust in order to pay asbestos health claims, and as such, the investment was likely to be temporary; and (ii) the objective of the financial statements is to communicate the equity available over the life of the Trust to current and future claimants. Thus, the Trust believes that recording these stock interests at then current market value was appropriate.

At consummation of JM’s bankruptcy, the Trust’s stock interests were recorded at market value. Subsequent changes in their market values are shown separately as unrealized gains or losses in the carrying value of JM common stock in the statements of changes in net claimants’ equity. Prior to the sale of the Trust’s JM stock, the market value of the JM common stock held by the Trust was recorded by using the closing price of JM common stock on the New York Stock Exchange composite transactions on the last day of the appropriate reporting period. As of March 31, 2000 the price was $10.625 per share.

(c) Cash Equivalents and Non-JM Investments

On March 31, 2001 and 2001, the Trust has recorded all i ts non-JM investment securities at market value, as follows:.

                                                                       2001                                             2000         
     Cost     Market      Cost     Market
Restricted
   Cash equivalents $2,227,569 $2,227,569 $7,569,580 $7,569,581
   U.S. Govt. obligations 10,628,737 10,907,030 11,096,792 10,927,381
   Corporate and other debt 7,144,426 7,295,934 6,613,579 6,544,068
   Equities – U.S. 47,677,179 50,167,916 12,614,919 24,685,721
Total $67,677,911 $70,598,449 $37,894,870 $49,726,751
Unrestricted
   Cash equivalents $564,088,887 $564,088,887 $128,377,273 $128,377,273
   U.S. govt. obligations 327,085,297 331,682,729 193,400,663 188,980,017
   Foreign govt. obligations 1,478,727 1,549,805 107,886,114 108,579,838
   Corporate and other debt 306,239,237 309,553,490 218,584,798 212,346,261
   Equities – U.S. 859,520,220 824,522,086 102,991,173 169,659,993
   Equities – International 52,729,322 52,404,611 62,093,666 98,269,689
                Total $2,111,141,690 $2,083,801,608 $813,333,687 $897,213,071


The maturities of the Trust’s non-JM available-for-sale securities at market value (excluding cash
equivalents) are as follows:

Less Than
1 Year
After 1 Year
Through 5 Years
After 5 Years
Through 10 years
After 10 Yrs
U.S. govt. obligations $9,761,328 $110,575,529 $74,737,874 $147,515,029
Foreign govt. obligations 0 887,157 819,468 1,549,805
Corporate and other debt 11,697,870 191,902,314 69,719,770 41,822,846
                Total $21,459,197 $303,365,000 $145,277,112 $190,887,679

The Trust invests in derivative financial instruments. Equity index futures are used as strategic
substitutions to cost effectively replicate the underlying index of its domestic equity investment
fund. At March 31, 2001, the fair value of these instruments was approximately $9.0 million
and was included in non-JM investments available-for-sale on the statement of net
claimants’ equity.

(d) Fixed Assets

The cost of non-income producing assets that will be exhausted during the life of the Trust and are
not available for satisfying claims are expensed as incurred. Since inception, these costs, net of
disposals, include:

Acquisition of furniture and equipment                                   $ 759,843
Acquisition of computer hardware and software                     1,855,278
Leasehold improvements                                                              42,965
                    Total                                                                              $2,352,607

These items have not been recorded as assets, but rather as direct deductions to net claimants’ equity in
the accompanying financial statements. The cost of fixed assets, net of proceeds on disposals, that were
expensed during the years ended March 31, 2001 and 2000 was approximately $305,500 and $71,300,
respectively.

Depreciation expense related to asset acquisitions using accounting principles principles generally
accepted in the United States would have been approximately $40,800 and $53,200 for the
years ended March 31, 2001 and 2000 respectively.

(e)    JM Dividends

Beginning in August 1996, the JM Board of Directors declared regular quarterly dividends of $.03
per share, the first time such dividends were declared since 1982. In August 1997, the dividend was
increased to $.04 per share and in August 1998 to $.06 per share. The Trust received its last dividend
payment in January 2001.  Such dividends are reported as additional to net claimants’ equity.

(3)    LITIGATION

During 1997, the Trustees filed a complaint in the U.S. District Court for the Eastern District of New York (the Court) on behalf of the Trust against seven tobacco manufacturers (“Falise I”), pursuant to which the Trust sought contribution and indemnification for claims paid and to be paid in which a portion of the claimant’s injury was caused by smoking. In November 1999, the Court dismissed Falise I on jurisdictional grounds and during the same month, the Trust filed a second complaint (“Falise II”) which alleged the same causes of action as in Falise I and, in addition, violations of the Federal RICO Act.

On December 4, 2000, the jury trial of Falise II began in the Court. On January 25, 2001, the Court declared a mistrial because the jury was unable to reach a verdict after six days of deliberation. The Trust has not determined at this time whether it will seek a retrial.

(4)    UNPAID CLAIMS

The Trust distinguishes between claims that were resolved prior to the filing of the class action complaint on November 19, 1990, and claims resolved after the filing of that complaint. Claims resolved prior to the complaint (Pre-Class Action Claims) were resolved under various payment plans, all of which called for 100% payment of the full liquidated amount without interest over some period of time. However, between July 1990 and February 1995, payments on all claims except qualified exigent health and hardship claims were stayed by the courts. By court order on July 22, 1993 (which became final on January 11, 1994), a plan submitted by the Trust was approved to immediately pay, subject to claimant approval, a discounted amount on Pre-Class Action Claims, in full satisfaction of these claims. The discount amount taken, based on the claimants who accepted the Trust’s discounted offer, was approximately $135 million.

The unpaid liability for the Post-Class Action claims represents outstanding offers made in First-in, First-out (FIFO) order to claimants eligible for settlement after November 19, 1990. Under the TDP (Note 6), claimants receive an initial pro rata payment equal to 10% of the liquidated value of their claim. The Trust remains liable for the unpaid portion of the liquidated amount only to the extent that assets will be available after paying all claimants the established pro rata share of their claims. The Trust makes these offers in the form of a check made payable to the claimant and/or claimant’s counsel. If the offer is accepted, a Trust release is completed, the check is deposited and the claim is recorded as settled. An unpaid claim liability is recorded once an offer is made. The unpaid claim liability remains on the Trust’s books until accepted or expiration of the offer after 180 days. A claimant may request that an offer be extended for an additional 180 days.

Pursuant to the Stipulation of Settlement, the Trust is obligated to pay approximately $63 million plus investment earnings on funds set aside for contribution and indemnity claims occurring before July 25, 1994. As of March 31, 2001 approximately $0.1 million remains to be paid.

(5) COMMITMENTS AND CONTINGENCIES

Operating Leases

In September 1993, the Trust executed a 5-year lease through December 1998 for its offices in
Fairfax, Virginia. The lease was extended for an additional 5 years beginning at the expiration of the
initial lease. Effective January 1, 1999, the Trust assigned its rights under the lease to CRMC
conditioned upon the Trust’s guarantee of future lease payments.

Future minimum rental commitments under this operating lease, as of March 31, 2001 are as follows:

Calendar Year       Amount

2001                 469,597
2002                 631,969
2003                 651,377

Total         $1,752,943

This obligation has been recorded as a liability at face value in the accompanying financial statements.

(6) NET CLAIMANTS’ EQUITY

A class action complaint was filed on behalf of all Trust beneficiaries on November 19, 1990, seeking to
restructure the methods by which the Trust administers and pays claims. On July 25, 1994, the parties
signed a Stipulation of Settlement that included a revised Trust Distribution Process (the TDP).
The TDP prescribes certain procedures for distributing the Trust’s limited assets, including pro rata
payments and initial determination of claim value based on scheduled diseases and values. The
Court approved the settlement in an order dated January 19, 1995. Though six appeals were filed
with the Court of Appeals, no stay was granted and the Trust implemented the TDP payment
procedures effective February 21, 1995. On February 21, 1996, the Court of Appeals affirmed
the decision.

Prior to the commencement of the class action in 1990, the Trust filed a motion for a determination
that its assets constitute a “limited fund” for purposes of Federal Rules of Civil Procedure 23(b)(1)(B).
The Courts adopted the findings of the Special Master that the Trust is a “limited fund”. In part,
the limited fund finding concludes that there is a substantial probability that estimated future assets
of the Trust are and will be insufficient to pay in full all claims that have been and will be asserted
against the Trust.

The TDP contains certain procedures for the distribution of the Trust’s limited assets. Under the TDP,
the Trust forecasts its anticipated annual sources and uses of cash until the last projected future claim
has been paid. A pro rata payment percentage is calculated such that the Trust will have no remaining
assets or liabilities after the last future claimant receives his/her pro rata share.

The Trust has conducted its own research and monitored studies prepared by the Courts’ appointee
regarding the valuation of Trust assets and liabilities. Based on this valuation, the TDP provides for
an initial 10% payment of the liquidated value of current and future claims. Accordingly, the Trust
has reported Post-Class Action Claims at 10% of their liquidated value. The 10% pro rata payment
represents the Trust’s best estimate of funds available over the life of the Trust to pay claims settled
under the TDP. The Trust will continue to monitor this estimate based on changes in settlement practices
and changes in future projected values of Trust assets and liabilities and make any necessary changes
in the pro rata payment percentage as required under the TDP.

(7) EMPLOYEE BENEFIT PLANS

The Trust established a tax-deferred employee savings plan under Section 401(k) of the Internal
Revenue Code, with an effective date of January 1, 1988. The plan allows employees to defer a
percentage of their salaries within limits set by the Internal Revenue Code with the Trust matching
contributions by employees of up to 6% of their salaries. The total employer contributions and
expenses under the plan were approximately $78,000 and $73,900 for the three months ended
March 31, 2001 and 2000, respectively.

(8) RESTRICTED ASSETS

In order to avoid the high costs of director and officer liability insurance and with the approval
of the United States Bankruptcy Court for the Southern District of New York, the Trust established
a segregated security fund of $30,000,000 and, with the additional approval of the United States
District Court for the Southern and Eastern Districts of New York, an escrow fund of $3,000,000
from the assets of the Trust, which are devoted exclusively to securing the obligations of the
Trust to indemnify the former and current Trustees and officers, employees, agents and representatives
of the Trust. In addition, a $15,000,000 escrow and security fund was established to secure the
obligations of the Trust to exclusively indemnify the current Trustees, whose access to the other
security funds is subordinated to the former Trustees. Upon the final order in the Class Action
litigation (Note 4), the $15,000,000 escrow and security fund was reduced by $5,000,000.
Pursuant to Section 5.07 of the plan, Trustees are entitled to a lien on the segregated security
and escrow funds to secure the payment of any amounts payable to them through such indemnification.
Accordingly, in total $43 million has been transferred from the Trust’s bank accounts to separate
escrow accounts and pledge and security agreements have been executed perfecting those interests.
The investment earnings on these escrow accounts accrue to the benefit of the Trust and are
recorded as unrestricted investments.

Pursuant to the Stipulation of Settlement, the Trust funded separate investment accounts for two
of the sub-class beneficiaries. During 1996, one of these accounts was fully disbursed and the
remaining balance for the other account at March 31, 2001 is approximately $0.1 million.

As a condition of the tax agreement between JM and the Trust discussed in Note 9 below, the Trust was required to transfer $30 million in cash to an escrow account to pay its future income tax obligations post settlement of the transaction. The escrow account balance may be increased or decreased over time. As of March 31, 2001, securities with a market value of $27.4 million were held by an escrow agent in accordance with the agreement. These funds have been reported as restricted investments.

(9)    INCOME TAXES

For Federal income tax purposes, JM has elected for the qualified assets of the Trust to be taxed as a Designated Settlement Fund (DSF). Income and expenses associated with the DSF are taxed in accordance with Section 468B of the Internal Revenue Code, which obligates JM to pay for any federal income tax liability imposed upon the DSF. In addition, pursuant to an agreement between JM and the Trust, JM is obligated to pay for any income tax liability. However, as discussed in Note 1, at the consummation of the tender offer transaction on February 26, 2001, JM paid the Trust $90 million to settle their obligation to the Trust. In return, the Trust terminated JM’s contractual liability for income taxes of the DSF and agreed to indemnify JM in respect for all future income taxes of the Trust. JM remained liable for the Trust’s income taxes through February 26, 2001. The statutory income tax rate for the DSF is 15%.

The Trust accounts for income taxes in accordance with the Statement of Financial Accounting Standards (SFAS) No. 109, “Accounting for Income Taxes.” SFAS No. 109 requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the book and tax basis of assets and liabilities. As of March 31, 2001, the Trust has recorded a net deferred tax asset of $29,000, representing temporary timing differences primarily for CRMC’s accrued vacation and deferred compensation. The deferred asset is included in deposits and other assets in the accompanying consolidated statement of net claimants’ equity.

(10) PROOF OF CLAIMS FILED

Proof of claim forms have been filed with the Trust as follows:

                     As of
3/31/01
                       As of
3/31/00
Claims filed 512,173 438,807
Voided claims (1) (38,575) (36,777)
Currently disqualified (2) (1,471) (1,312)
Expired offers (3) (43,037) (34,735)
            Active claims 429,090 365,983
Settled claims (366,080) (293,803)
Claims currently eligible for settlement 63,010 72,180

(1) Claim filings that are permanently ineligible due to duplication of filing, withdrawal or missing
critical information.

(2) Claim filings on hold until representation or content problems are resolved.

(3) Claims that received a Trust offer, but failed to respond within the offer acceptance period.
A claim may be reactivated upon written request and is eligible for a new offer at the end of
the FIFO queue.

The following exhibits are provided in accordance with Article 3.02 (d) (iii) of
the Manville Personal Injury Settlement Trust Agreement.

    Exhibit I   Consolidated Non-JM Investment Income for the Three Months
Ended March 31, 2001 and 2000

Exhibit II  Consolidated Operating Expenses for the Three Ended
March 31, 2001 and 2000

Exhibit III, Page 1 – Schedule of Liquidated Claims Since Consummation
(November 28, 1988) Through March 31, 2001

Exhibit III, Page 2 – Schedule of Liquidated Claims for the Quarter
   Ended March 31, 2001

                                                                                                                                                 EXHIBIT I

MANVILLE PERSONAL INJURY SETTLEMENT TRUST
CONSOLIDATED NON-JM INVESTMENT INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000



2001


2000
NON-JM INVESTMENT INCOME
         Interest $12,240,802 $10,358,941
         Dividends (Note 2(e)) 2,021,571 858,596
         Net realized gains 1,470,508 2,509,154
                     Total non-JM investment income 15,732,881 13,726,691
          Investment expenses (385,954) (236,980)
TOTAL $15,346,927 $13,489,711

The accompanying notes are an integral part of this exhibit.

                                                                                                                       EXHIBIT II

MANVILLE PERSONAL INJURY SETTLEMENT TRUST
CONSOLIDATED OPERATING  EXPENSES
FOR THE THREE ENDED MARCH 31, 2001 AND 2000


2001

2000
OPERATING EXPENSES:
      Personnel costs $1,935,566 $1,648,573
      Office general and administrative 338,630 368,887
      Travel and meetings 153,982 54,590
      Board of Trustees 228,734 153,916
      Professional fees 3,395,031 3,676,416
      Net fixed asset purchases 305,479 71,292
      Computer and other EDP costs 26,200 18,843
      Dispute resolution 400 3,879
TOTAL OPERATING EXPENSES    6,384,022 5,996,396
      Income tax provision 725,000 56,700
                  TOTAL $7,109,022 $6,053,096

The accompanying notes are an integral part of this exhibit.

                                                                                                                     EXHIBIT III, Page 1 of 2                                                                                                          

MANVILLE PERSONAL INJURY SETTLEMENT TRUST
SCHEDULE OF LIQUIDATED CLAIMS
SINCE CONSUMMATION (NOVEMBER 28, 1988)
THROUGH MARCH 31, 2001


Number

Amount
Average
Payment Amount
Trust Liquidated Claims
     Pre-Class Action Complaint
             November 19, 1990 and Before-
     Liquidated Claim Value 27,610 $1,188,264,972
     Present Value Discount (1) ______ (135,306,535)
     Net Settlements 27,610 1,052,958,437
     Payments (27,558) (1,051,867,364) $38,169
     Unpaid Balance 52 $1,091,073
     Post-Class Action Complaint
               After November 19, 1990-
     Offers Made at Full Liquidated Amount 349,172 $15,120,070,980
     Reduction in Claim Value (2) ______ (13,607,785,917)
     Net Offer Amount 349,172 1,512,285,063
     Payments (338,470) (1,469,067,548) $4,340
     Offers Outstanding 10,702 $43,217,515
Manville Liquidated Claims (3)
     Liquidated Claim Value 158 $24,946,620
     Payments (158) (24,946,620)
     Unpaid Balance 0 $0
Co-Defendant Liquidated Claims (4)
     Liquidated Claim Value $93,435,949
     Investment Receipts (5) 2,612,456
     Payments (95,928,025)
     Unpaid Balance $120,380

(1)    The unpaid liability for Pre-Class Action Complaint claims has been reduced based upon a plan approved by the Courts in
January, 1994 which requires the Trust to offer to pay a discounted amount in full satisfaction of the unpaid  claim amount.

(2)   Under the TDP, Post Class Action Complaint claims have been reported at 10% of their liquidated value.

(3)    Manville Liquidated Claims refers to Liquidated AH Claims (as defined in the Plan) which the Trust has paid or accrued as
payable pursuant to an order of the United States Bankruptcy Court  for the Southern District of New York dated January 27, 1987.

(4)    Number of personal injury claimants not identifiable.

(5)    Investment receipts of separate investment escrow account established for the sub-class beneficiaries per the Stipulation of
Settlement, net of income taxes.

                                              The accompanying notes are an integral part of this exhibit.

                                                                                                       EXHIBIT III,  Page 2 of  2
                                                                                                                 

MANVILLE PERSONAL INJURY SETTLEMENT TRUST
SCHEDULE OF LIQUIDATED  CLAIMS
FOR THE ENDED MARCH 31, 2001


Number

Amount
Average
Payment Amount
Trust Liquidated Claims
     Pre-Class Action Complaint
            November 19, 1990 and Before-
            Payable as of December 31, 2000 59 $1,346,673
            Paid (1) (7) (255,600)
            Payable as of  March 31, 2001 52 $1,091,073
     Post-Class Action Complaint
             After November 19, 1990- (2)
          Offers Outstanding as of December 31, 2000 20,243 $78,472,418
             Net Offers Made (3) 16,078 71,421,673
             Offers Accepted (25,619) (106,676,576) $4,164
          Offers Outstanding as of March 31, 2001 10,702 $43,217,515
Co-Defendant Liquidated Claims
         Payable as of  December 31, 2000 $213,378
            Settled 1,003,628
             Investment Receipts (4) 4,002
             Paid (1,100,628)
         Payable as of  March 31, 2001 $120,380

(1)    During the period the dollar amount of paid claims includes fully and partially paid  claims.  The number of paid
claims represents only fully paid claims.

(2)    Under the TDP, Post Class Action Complaint claims have been reported at 10% of their liquidated value.

(3)    Represents payment offers made during the period net of rejected and expired offers.

(4)    Investment receipts of separate investment escrow account established for the sub-class beneficiaries per the
Stipulation of Settlement, net of income taxes.