<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to ___________
Commission file number: 1-8247
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
JOHNS MANVILLE HOURLY EMPLOYEES 401(k) PLAN
B. Name of issuer of the securities held pursuant to the plan and
the address of its principal executive office:
Johns Manville Corporation
717 17th Street
Denver, Colorado 80202
<PAGE>
JOHNS MANVILLE HOURLY EMPLOYEES 401(K) PLAN
--------------------
REPORT ON AUDIT OF FINANCIAL STATEMENTS
as of December 31, 1998 and 1997 and for
the year ended December 31, 1998
<PAGE>
JOHNS MANVILLE HOURLY EMPLOYEES 401(K) PLAN
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
--------------------
Pages
-----
Report of Independent Accountants 2
Financial Statements:
Statements of Net Assets Available for Benefits with
Fund Information at December 31, 1998 and 1997 3 - 6
Statement of Changes in Net Assets Available for
Benefits with Fund Information for the year
ended December 31, 1998 7 - 8
Notes to Financial Statements 9 - 15
Supplemental Schedules:
Schedule of Assets Held for Investment Purposes
(Line 27a of Form 5500) 16
Schedule of Reportable Transactions
(Line 27d of Form 5500) 17
-1-
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Compensation Committee of the
Board of Directors of Johns Manville Corporation:
In our opinion, the accompanying statements of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the Johns Manville Hourly Employees 401(k) Plan (the "Plan") at December 31,
1998 and 1997, and the changes in net assets available for benefits for the year
ended December 31, 1998 in conformity with generally accepted accounting
principles. These financial statements are the responsibility of the Plan's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these statements in
accordance with generally accepted auditing standards which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for the opinion expressed
above.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of Assets Held
for Investment Purposes and Reportable Transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The fund information in
the statements of net assets available for benefits and the statement of changes
in net assets available for benefits is presented for purposes of additional
analysis rather than to present the net assets available for plan benefits and
changes in net assets available for benefits of each fund. These supplemental
schedules and fund information are the responsibility of the Plan's management.
The supplemental schedules and fund information have been subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
/s/ PricewaterhouseCoopers LLP
- ------------------------------
PricewaterhouseCoopers LLP
Denver, Colorado
June 17, 1999
-2-
<PAGE>
JOHNS MANVILLE HOURLY EMPLOYEES 401(K) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
December 31, 1998 and 1997
<TABLE>
<CAPTION>
Retirement
Government International
Money Market Short-Term Asset Disciplined Value Magellan OTC Growth and
1998 Portfolio Bond Fund Manager Equity Fund Fund Fund Portfolio Income Fund
---- ------------ ---------- ---------- ----------- ---------- ---------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments (Notes 2, 3 and 4):
JM Stock Fund, at market value
(cost $76,256)
Commingled funds, at market value:
Retirement Government Money
Market Portfolio (cost
$3,334,969) $3,334,969
Short-Term Bond Fund (cost
$1,549,439) $1,540,548
Asset Manager (cost $3,861,127) $4,000,094
Disciplined Equity Fund (cost
$3,474,837) $4,312,995
Value Fund (cost $2,611,668) $2,365,049
Magellan Fund (cost $6,862,251) $9,536,510
OTC Portfolio (cost $1,779,363) $2,343,120
International Growth and Income
Fund (cost $1,158,469) $1,251,469
Loans to Plan participants, at cost
Due from (to) associated funds 8,382 6,205 10,925 10,059 8,255 25,710 5,521 3,956
Contributions receivable:
Plan members 26,561 12,996 29,793 30,599 27,831 69,924 20,913 12,981
Company 27,517 12,335 23,750 22,856 21,751 55,917 15,990 12,276
Accrued income receivable
(Note 2)
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Net assets available for benefits $3,397,429 $1,572,084 $4,064,562 $4,376,509 $2,422,886 $9,688,061 $2,385,544 $1,280,682
========== ========== ========== ========== ========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-3-
<PAGE>
JOHNS MANVILLE HOURLY EMPLOYEES 401(K) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
December 31, 1998 and 1997
<TABLE>
<CAPTION>
JM Stock Loan Combined
1998 (Continued) Fund Account Total
---- -------- ----------- -----------
<S> <C> <C> <C>
ASSETS
Investments (Notes 2, 3 and 4):
JM Stock Fund, at market value (cost $76,256) $93,436 $ 93,436
Commingled funds, at market value:
Retirement Government Money
Market Portfolio (cost $3,334,969) 3,334,969
Short-Term Bond Fund (cost $1,549,439) 1,540,548
Asset Manager (cost $3,861,127) 4,000,094
Disciplined Equity Fund (cost $3,474,837) 4,312,995
Value Fund (cost $2,611,668) 2,365,049
Magellan Fund (cost $6,862,251) 9,536,510
OTC Portfolio (cost $1,779,363) 2,343,120
International Growth and Income Fund
(cost $1,158,469) 1,251,469
Loans to Plan participants, at cost $1,990,811 1,990,811
Due from (to) associated funds 259 (79,272) 0
Contributions receivable:
Plan members 875 232,473
Company 718 193,110
Accrued income receivable
(Note 2) 14,467 14,467
------- ---------- -----------
Net assets available for benefits $95,288 $1,926,006 $31,209,051
======= ========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-4-
<PAGE>
JOHNS MANVILLE HOURLY EMPLOYEES 401(K) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
December 31, 1998 and 1997
<TABLE>
<CAPTION>
Retirement
Government International
Money Market Short-Term Asset Disciplined Value Magellan OTC Growth and
1997 Portfolio Bond Fund Manager Equity Fund Fund Fund Portfolio Income Fund
---- ------------ ---------- ----------- ----------- ---------- ---------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments (Notes 2, 3 and 4):
JM Stock Fund, at market value
(cost $22,347)
Commingled funds, at market value:
Retirement Government Money
Market Portfolio (cost
$2,241,544) $2,241,544
Short-Term Bond Fund (cost
$1,295,098) $1,284,213
Asset Manager (cost $2,703,551) $3,083,806
Disciplined Equity Fund (cost
$2,737,806) $3,213,586
Value Fund (cost $2,041,352) $2,124,647
Magellan Fund (cost $5,400,623) $6,416,078
OTC Portfolio (cost $1,482,490) $1,560,427
International Growth and Income
Fund (cost $1,002,767) $1,050,909
Loans to Plan participants, at cost
Due from (to) associated funds 7,705 6,341 12,489 8,903 6,273 20,663 4,128 4,392
Contributions receivable:
Plan members 15,621 8,662 21,245 17,299 17,746 42,408 11,845 9,647
Company 3,047 1,706 3,828 3,069 3,130 7,728 2,068 2,110
Accrued income receivable (Note 2)
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Net assets available for benefits $2,267,917 $1,300,922 $3,121,368 $3,242,857 $2,151,796 $6,486,877 $1,578,468 $1,067,058
========== ========== ========== ========== ========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-5-
<PAGE>
JOHNS MANVILLE HOURLY EMPLOYEES 401(K) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
December 31, 1998 and 1997
<TABLE>
<CAPTION>
JM Stock Loan Combined
1997 (Continued) Fund Account Total
---- -------- ----------- -----------
<S> <C> <C> <C>
ASSETS
Investments (Notes 2, 3 and 4):
JM Stock Fund, at market value (cost $22,347) $18,522 $ 18,522
Commingled funds, at market value:
Retirement Government Money
Market Portfolio (cost $2,241,544) 2,241,544
Short-Term Bond Fund (cost $1,295,098) 1,284,213
Asset Manager (cost $2,703,551) 3,083,806
Disciplined Equity Fund (cost $2,737,806) 3,213,586
Value Fund (cost $2,041,352) 2,124,647
Magellan Fund (cost $5,400,623) 6,416,078
OTC Portfolio (cost $1,482,490) 1,560,427
International Growth and Income Fund
(cost $1,002,767) 1,050,909
Loans to Plan participants, at cost $1,538,401 1,538,401
Due from (to) associated funds 98 (70,992) 0
Contributions receivable:
Plan members 258 144,731
Company 39 26,725
Accrued income receivable (Note 2) 10,816 10,816
------- ---------- -----------
Net assets available for benefits $18,917 $1,478,225 $22,714,405
======= ========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-6-
<PAGE>
JOHNS MANVILLE HOURLY EMPLOYEES 401(K) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
for the Year Ended December 31, 1998
<TABLE>
<CAPTION>
Retirement
Government International
Money Market Short-Term Asset Disciplined Value Magellan OTC Growth and
1998 Portfolio Bond Fund Manager Equity Fund Fund Fund Portfolio Income Fund
---- ------------ ---------- ---------- ----------- ---------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investment Income:
Dividend income $ 144,343 $ 83,581 $ 713,793 $ 280,170 $ 333,013 $ 418,177 $ 124,985 $ 40,841
Interest income
Net appreciation
(depreciation) in
fair value of
investments (Note 2) 905 (187,633) 443,003 (338,459) 1,878,436 567,675 62,667
----------- ---------- ---------- ---------- ---------- ----------- ----------- ----------
Total investment income 144,343 84,486 526,160 723,173 (5,446) 2,296,613 692,660 103,508
----------- ---------- ---------- ---------- ---------- ----------- ----------- ----------
Contributions (Note 5):
By Plan members 463,808 236,437 538,718 527,373 504,167 1,203,635 355,733 237,128
By the Company 117,591 58,495 127,180 117,591 112,458 285,290 76,569 70,399
----------- ---------- ---------- ---------- ---------- ----------- ----------- ----------
581,399 294,932 665,898 644,964 616,625 1,488,925 432,302 307,527
----------- ---------- ---------- ---------- ---------- ----------- ----------- ----------
Transfers into fund from
associated funds 2,484,381 294,799 261,604 570,817 355,535 1,042,278 829,769 59,877
----------- ---------- ---------- ---------- ---------- ----------- ----------- ----------
Transfers out of fund to
associated funds (1,879,012) (310,946) (307,904) (664,719) (596,686) (1,232,567) (1,078,905) (197,263)
----------- ---------- ---------- ---------- ---------- ----------- ----------- ----------
Withdrawals and
forfeitures (Note 6) (195,929) (88,991) (202,333) (137,723) (97,385) (391,112) (68,532) (59,911)
----------- ---------- ---------- ---------- ---------- ----------- ----------- ----------
Administrative expenses (5,670) (3,118) (231) (2,860) (1,553) (2,953) (218) (114)
----------- ---------- ---------- ---------- ---------- ----------- ----------- ----------
Net increase 1,129,512 271,162 943,194 1,133,652 271,090 3,201,184 807,076 213,624
Net assets available for
benefits:
Beginning of year 2,267,917 1,300,922 3,121,368 3,242,857 2,151,796 6,486,877 1,578,468 1,067,058
----------- ---------- ---------- ---------- ---------- ----------- ----------- ----------
End of year $ 3,397,429 $1,572,084 $4,064,562 $4,376,509 $2,422,886 $ 9,688,061 $ 2,385,544 $1,280,682
=========== ========== ========== ========== ========== =========== =========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-7-
<PAGE>
JOHNS MANVILLE HOURLY EMPLOYEES 401(K) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
for the Year Ended December 31, 1998
<TABLE>
<CAPTION>
JM Stock Loan Combined
1998 (Continued) Fund Account Total
---- -------- ---------- -----------
<S> <C> <C> <C>
Investment Income:
Dividend income $ 866 $ 2,139,769
Interest income $ 150,350 150,350
Net appreciation (depreciation) in
fair value of investments (Note 2) 28,307 2,454,901
-------- ---------- -----------
Total investment income 29,173 150,350 4,745,020
-------- ---------- -----------
Contributions (Note 5):
By Plan members 11,255 4,078,254
By the Company 2,418 967,991
-------- ---------- -----------
13,673 5,046,245
-------- ---------- -----------
Transfers into fund from associated funds 85,816 1,271,549 7,256,425
-------- ---------- -----------
Transfers out of fund to associated funds (51,895) (936,528) (7,256,425)
-------- ---------- -----------
Withdrawals and forfeitures (Note 6) (396) (37,590) (1,279,902)
-------- ---------- -----------
Administrative expenses (16,717)
-------- ---------- -----------
Net increase 76,371 447,781 8,494,646
Net assets available for benefits:
Beginning of year 18,917 1,478,225 22,714,405
-------- ---------- -----------
End of year $ 95,288 $1,926,006 $31,209,051
======== ========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-8-
<PAGE>
JOHNS MANVILLE HOURLY EMPLOYEES 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
-------------------------------------------
1. Plan Description:
----------------
The Johns Manville Hourly Employees 401(k) Plan (the "Plan") provides
eligible union hourly employees a convenient means for regular and
systematic savings with several investment options. The Plan is offered as
part of collective bargaining agreements between unions and Johns Manville
International, Inc. (the "Company"). Plan participants have the option of
directing the investment of their contributions and related Company
contributions into any one or a combination of separate funds. Fidelity
Management Trust Company ("Fidelity"), the trustee of the Plan's assets,
administers, manages and reports the Plan's investment transactions. The
Plan offers the following Fidelity funds as investment options: Retirement
Government Money Market Portfolio, Short-Term Bond Fund, Asset Manager,
Disciplined Equity Fund, Value Fund, Magellan Fund, OTC Portfolio and
International Growth and Income Fund. Additionally, participants can invest
up to 25% of the total value of their accounts in the JM Stock Fund, which
holds common stock of Johns Manville Corporation.
Effective January 1, 1999 the Company offers nine additional investment
options through Fidelity, as Trust distributor, to provide employees a
broader range of risk and reward potential. These additional funds are:
PIMCo Total Return Fund, PIMCo High Yield Fund, PIMCo Strategic Balanced
Fund, PIMCo StocksPlus Fund, Morgan Stanley Institutional Fund Inc. Global
Equity Portfolio, MAS Small Cap Value Portfolio, and three Morgan Stanley
Strategic Advisor Funds: Conservative, Moderate or Aggressive.
The Loan Account holds loans made to eligible participants out of their
vested account balances in the aforementioned funds. Principal and interest
payments are reinvested in the participant's investment funds in accordance
with the participant's investment election in effect at the time the
payments are made.
At December 31, 1998, there were a total of 1,731 employees participating in
the Plan. They participated in one or more of the funds as follows: 480 in
the Retirement Government Money Market Portfolio, 392 in the Short-Term Bond
Fund, 753 in the Asset Manager, 782 in the Disciplined Equity Fund, 688 in
the Value Fund, 1,235 in the Magellan Fund, 548 in the OTC Portfolio, 457 in
the International Growth and Income Fund and 42 in the JM Stock Fund.
Additionally, 731 participants had loans outstanding through the loan
account at December 31, 1998.
9
<PAGE>
JOHNS MANVILLE HOURLY EMPLOYEES 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
-------------------------------------------
2. Summary of Significant Accounting Policies:
------------------------------------------
Investments in the Fidelity funds are stated at current market values based
upon quotations obtained directly from Fidelity and invest in the following:
Retirement Government
Money Market Portfolio high quality money market securities
Short-Term Bond Fund short-term investment grade bonds
Asset Manager flexible combination of stocks, bonds and cash
Disciplined Equity Fund large-capitalization U.S. equity securities
Value Fund mid-capitalization U.S. equity securities
Magellan Fund large-capitalization U.S. equity securities
OTC Portfolio mid-capitalization U.S. equity securities
International Growth
and Income Fund equity securities of foreign issuers
JM Stock Fund common stock of Johns Manville Corporation
Transactions in the various funds are accounted for using the trade date.
Realized gains or losses from such transactions are determined on the basis
of average cost. Accrued income receivable on investments consists of
interest income receivable on loans to Plan participants at December 31,
1998 and 1997.
The Plan presents in the statement of changes in net assets available for
benefits with fund information the net appreciation (depreciation) in the
fair value of its investments which consists of the realized gains (losses)
and the unrealized appreciation (depreciation) on those investments,
including derivative financial instruments (see Note 4).
The Plan is exposed to credit risk in the event of nonperformance by the
counterparties to financial instruments but has no off-balance-sheet credit
risk of accounting loss. The Plan anticipates, however, that counterparties
will be able to fully satisfy their obligations to the Plan. The Plan does
not require collateral or other security to support investments with credit
risk.
10
<PAGE>
JOHNS MANVILLE HOURLY EMPLOYEES 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
-------------------------------------------
2. Summary of Significant Accounting Policies, continued:
------------------------------------------
Certain prior year information has been reclassified to conform with the
current year presentation.
The preparation of the Plan's consolidated financial statements in
conformity with generally accepted accounting principles requires management
to make estimates and assumptions that affect the amounts reported in these
financial statements, including disclosures of contingent liabilities.
Actual results may differ from those estimates and assumptions.
The Plan provides for various investment options in any combination of
stocks, bonds, fixed income securities, mutual funds, and other investment
securities. Investment securities are exposed to various risks, including
interest rate, market, and credit risks. Due to the level of risk associated
with certain investment securities and the level of uncertainty related to
changes in the value of investment securities, it is at least reasonably
possible that changes in risks in the near term would materially affect
participants' account balances and the amounts reported in the statement of
net assets available for benefits and the statement of changes in net assets
available for benefits.
3. Investments:
-----------
The number of shares and value per share at December 31, were as follows:
<TABLE>
<CAPTION>
1998 1997
---------- ----------
<S> <C> <C>
Retirement Government Money Market
----------------------------------
Shares 3,334,969* 2,241,544*
Market value per share $1.00 $1.00
Short-Term Bond Fund
--------------------
Shares 176,871 147,610*
Market value per share $8.71 $8.70
Asset Manager
-------------
Shares 230,023* 168,055*
Market value per share $17.39 $18.35
Disciplined Equity Fund
-----------------------
Shares 147,101* 124,269*
Market value per share $29.32 $25.86
</TABLE>
11
<PAGE>
JOHNS MANVILLE HOURLY EMPLOYEES 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
-------------------------------------------
3. Investments, continued:
-----------
<TABLE>
<CAPTION>
1998 1997
---------- ----------
<S> <C> <C>
Value Fund
----------
Shares 51,026* 39,316*
Market value per share $46.35 $54.04
Magellan Fund
-------------
Shares 78,932* 67,346*
Market value per share $120.82 $95.27
OTC Portfolio
-------------
Shares 53,704* 46,650*
Market value per share $43.63 $33.45
International Growth and Income Fund
------------------------------------
Shares 59,850 53,346
Market value per share $20.91 $19.70
JM Stock Fund
-------------
Shares 5,660 1,825
Market value per share $16.51 $10.15
Loan Account
------------
Remaining principal balance, at cost $1,990,811* $1,538,401*
(approximates market)
</TABLE>
* Represents at least 5% of net assets available for benefits at December 31
of the corresponding year.
4. Derivative Financial Instruments:
---------------------------------
The Plan's mutual fund investments have only limited involvement with
derivative financial instruments and do not use them for trading purposes.
The fair value of derivatives utilized by the funds is determined as the
amounts the Plan would receive or pay to terminate the contracts at the
reporting date, taking into account the current unrealized gains or losses
on open contracts. Market or dealer quotes are available for many
derivatives; otherwise, pricing or valuation models are applied to current
market information to estimate fair value. During 1998 and 1997, derivative
investments comprised an immaterial portion of the total net assets
available for benefits.
12
<PAGE>
JOHNS MANVILLE HOURLY EMPLOYEES 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
-------------------------------------------
5. Contributions, Eligibility and Vesting:
--------------------------------------
Pre-tax Contributions - Eligible employees can contribute to the Plan
---------------------
through a reduction in wages on a pre-tax basis (a "401(k)" Plan), depending
on each participating location's collective bargaining agreements.
Eligible employees at participating locations can contribute to the Plan,
through a reduction in wages on a pre-tax basis, from 1% to 9% (8% for
highly compensated employees) of wages (defined as regular fixed
compensation plus commissions, bonuses, overtime pay and profit sharing
distributions).
After-tax Contributions - Employees may elect to contribute 1% to 7% of
-----------------------
salary on an after-tax basis regardless of the percentage of pre-tax
contributions.
Company Contributions - The Company contribution is based upon fixed and
---------------------
variable matches on the first 6% of pre-tax contributions, also pursuant to
collective bargaining agreements. Company contributions of $138,773 related
to the variable match were accrued for at December 31, 1998. Voluntary
after-tax contributions and rollover contributions are not matched by the
Company. The Company's annual contribution made on behalf of any employee is
subject to certain maximums as specified in the Plan and regulated by the
Internal Revenue Service.
Eligibility - Full-time union hourly employees may become participants of
-----------
the Plan upon becoming eligible for Company benefits or immediately upon re-
employment if previously an eligible employee. If the employee is not a
regular full-time employee, such employee becomes eligible to participate
after completing at least 1,000 hours and one year of service.
Vesting - Employee contributions and earnings thereon vest to the
-------
participant immediately. Company contributions and the earnings thereon vest
to the participant with the earlier of five years service or three years
participation in the Plan.
Summarized information regarding eligibility, vesting, contributions and
benefits is provided in the Summary Plan Document.
6. Withdrawals, Forfeitures and Loans:
----------------------------------
Rollover contributions which have been in the Plan at least 24 months and
all vested amounts (except those relating to participant pre-tax
contributions and earnings thereon) may be withdrawn by the participant at
any time. Employee pre-tax contributions and earnings thereon may not be
withdrawn until the participant attains age 59-1/2, leaves the Company, or
furnishes satisfactory proof of financial hardship.
13
<PAGE>
JOHNS MANVILLE HOURLY EMPLOYEES 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
-------------------------------------------
6. Withdrawals, Forfeitures and Loans, continued:
----------------------------------
If a participant's employment is terminated for reasons other than death,
disability or retirement, the participant forfeits any unvested Company
contributions and applicable earnings. Participants with vested balances of
at least $5,000, can elect to defer the distribution of funds to December 31
of the year they attain age 65.
Forfeitures serve to reduce future contributions of the Company. During
1998, forfeitures totaled $2,889. A participant who is terminated and
subsequently rehired by the Company within five years has the option of
repaying to the Plan, within two years of the reemployment date, cash in one
lump sum equal to the full amount received from the Plan at termination. If
such repayment is made, the Company will restore to the participant's
account the amounts previously forfeited.
A participant who retires or becomes disabled, and has a balance of at least
$5,000, can elect to defer the distribution of funds credited to the
participant in the Plan until December of the year in which the participant
attains age 70-1/2 or, in the event of death, the beneficiary can elect to
defer distribution for a period of 60 months from date of death.
Withdrawal of Company contributions is subject to suspension of future
Company contributions for the greater of three months or the time period
during which the employee does not make contributions. Hardship withdrawals
are subject to one year suspension of employee contributions. Suspension
does not occur if the withdrawal is limited to after-tax contributions and
the related earnings thereon.
The Plan's loan provisions allow participants to borrow up to 50% of the
value of their vested account balances; however, in no event within the
previous 12 month period can the participant's aggregate loan balance exceed
$50,000. All loans are collateralized by the participant's account balances
and bear interest at one percent over the prime rate as of the last day of
the month preceding the loan withdrawal.
7. Tax Status:
----------
The Plan is designed to constitute a qualified trust under Section 401(a) of
the Internal Revenue Code and is therefore considered to be exempt from
federal income tax under provisions of Section 501(a). An application was
filed with the Internal Revenue Service for a determination as to whether
the Plan meets the qualification requirements of Section 401(a) of the
Internal Revenue Code of 1986. On April 7, 1998, the Company received a
favorable tax qualification determination letter from the Internal Revenue
Service approving amendments through July 1997. No Plan amendments have been
made subsequent to July 1997. The Company believes that the Plan remains in
accordance with the applicable requirements under the Internal Revenue Code
of 1986. Participants in the Plan will not be taxed on pre-tax
contributions, rollover
14
<PAGE>
JOHNS MANVILLE HOURLY EMPLOYEES 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
-------------------------------------------
7. Tax Status, continued:
----------
contributions from a qualified plan, Company contributions to the Plan on
their behalf or on earnings credited to their account until such
contributions and earnings are distributed or otherwise made available to
them.
8. Termination of the Plan:
-----------------------
It is the intent of the Company to continue the Plan; however, in the event
that the Plan is terminated by the Company, accounts would become fully
vested. The assets of the Plan would be distributed to the participants
based on their account balances. In addition, any previously forfeited
amounts which had not been applied to reduce Company contributions would be
credited ratably to the accounts of the participants remaining in the Plan
at the time of such termination.
9. Administrative Expenses:
-----------------------
The Company paid approximately $19,000 in 1998 of administrative expenses to
the Plan's trustee and outside consultants on behalf of the Plan, which is
not included in the Plan's financial statements.
15
<PAGE>
JOHNS MANVILLE HOURLY EMPLOYEES 401(K) PLAN
LINE 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1998
<TABLE>
<CAPTION>
Description of Investment Including
Identity of Issue, Borrower, Maturity Date, Rate of Interest, Collateral,
Lessor, or Similar Party Par or Maturity Value, if applicable Share Balance Cost Current Value
- ---------------------------- -------------------------------------------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Retirement Government
Money Market Portfolio High quality money market securities 3,334,969 $ 3,334,969 $ 3,334,969
Short-Term Bond Fund Short-term investment grade bonds 176,871 1,549,439 1,540,548
Asset Manager Flexible combination of stocks, 230,023 3,861,127 4,000,094
bonds, and cash
Disciplined Equity Fund Large-capitalization U.S. equity securities 147,101 3,474,837 4,312,995
Value Fund Mid-capitalization U.S. equity securities 51,026 2,611,668 2,365,049
Magellan Fund Large-capitalization U.S. equity securities 78,932 6,862,251 9,536,510
OTC Portfolio Mid-capitalization U.S. equity securities 53,704 1,779,363 2,343,120
International Growth
and Income Fund Equity securities of foreign issuers 59,850 1,158,469 1,251,469
JM Stock Fund* Common Stock of Johns Manville Corporation 5,660 76,256 93,436
Loans to Plan participants Participant loans (1) 1,990,811
----------- -----------
$24,708,379 $30,769,001
=========== ===========
</TABLE>
(1) Loans to Plan members bear interest ranging from 7% to 10% and mature
January 1999 through July 2023.
*Party in interest
-16-
<PAGE>
JOHNS MANVILLE HOURLY EMPLOYEES 401(K) PLAN
LINE 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
for the year ended December 31, 1998
<TABLE>
<CAPTION>
Current Value Net
Total Number of Number Cost of at Transaction Gain
Identity of Fund Description of Asset Purchases Purchases Total Sales of Sales Asset Date (Loss)
---------------- -------------------- --------- --------- ----------- -------- ---------- -------------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Retirement Government
Money Market Portfolio High quality money
market securities $3,176,924 163 $2,083,499 161 $2,083,499 $2,083,499
Asset Manager Flexible combination
of stocks, bonds and
cash $1,614,390 183 $ 510,469 160 $ 456,814 $ 510,469 $ 53,655
Disciplined Equity Fund Large-capitalization
U.S. equity
securities $1,461,707 189 $ 805,302 160 $ 724,676 $ 805,302 $ 80,626
Value Fund Mid-capitalization
U.S. equity
securities $1,274,484 196 $ 695,623 166 $ 704,168 $ 695,623 $ (8,545)
Magellan Fund Large-capitalization
U.S. equity
securities $2,868,627 238 $1,626,632 215 $1,406,999 $1,626,632 $219,633
OTC Portfolio Mid-capitalization
U.S. equity
securities $1,362,673 186 $1,147,654 143 $1,065,800 $1,147,654 $ 81,854
</TABLE>
-17-
<PAGE>
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the trustees (or other persons who administer the Plan) have duly caused this
annual report to be signed by the undersigned hereunto duly authorized.
June 17, 1999 JOHNS MANVILLE HOURLY EMPLOYEES
401(k) PLAN
By: /s/ G. Anne Heathman
--------------------------------------
G. Anne Heathman
Manager, Retirement Plans
18
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
Re: Johns Manville Corporation Registrations:
On Form S-8 (File No. 33-29389)
and Form S-8 (File No. 333-06313)
and Form S-8 (File No. 333-06321)
and Form S-8 (File No. 333-06375)
and Form S-8 (File No. 333-24253)
and Form S-8 (File No. 333-31007)
We hereby consent to the incorporation by reference in the above referenced
Registration Statements of our report dated June 11, 1999 relating to the
financial statements of the Johns Manville Hourly Employees 401(k) Plan, which
appears in this Form 11-K.
/s/ PricewaterhouseCoopers LLP
- ------------------------------
PricewaterhouseCoopers LLP
Denver, Colorado
June 17, 1999
