<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 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 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 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 - 16
Supplemental Schedules:
Schedule of Assets Held for Investment Purposes
(Line 27a of Form 5500) 17
Schedule of Reportable Transactions
(Line 27d of Form 5500) 18
-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 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 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, 4,
and 5):
JM Stock Fund, at market value
(cost $3,407,898)
Commingled funds, at market
value:
Retirement Government Money
Market Portfolio
(cost $18,891,926) $18,891,926
Short-Term Bond Fund (cost
$56,700,116) $56,736,682
Asset Manager (cost
$43,539,481) $46,890,046
Disciplined Equity Fund
(cost $40,057,538) $52,301,279
Value Fund (cost $27,912,555) $25,953,809
Magellan Fund (cost
$56,140,910) $81,088,585
OTC Portfolio (cost
$19,315,988) $26,158,950
International Growth and
Income Fund (cost
$10,005,973) $11,103,078
Investment contracts, at
contract value
Loans to Plan participants, at
cost (approximates market)
Due from (to) associated funds 13,592 45,225 43,399 39,783 27,271 87,493 23,592 14,433
Contributions receivable:
Plan members 25,410 61,568 74,067 72,898 57,397 140,630 44,406 27,775
Company 200,821 463,447 572,444 576,424 418,962 1,294,247 426,792 252,730
Accrued income receivable
(Note 2)
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
Net assets available for
benefits $19,131,749 $57,306,922 $47,579,956 $52,990,384 $26,457,439 $82,610,955 $26,653,740 $11,398,016
=========== =========== =========== =========== =========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-3-
<PAGE>
JOHNS MANVILLE EMPLOYEES 401(K) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
December 31, 1998 and 1997
<TABLE>
<CAPTION>
JM
Stock Loan Mutual Combined
1998 (Continued) Fund Account Benefit Life Total
---- ----------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
ASSETS
Investments (Notes 2, 3, 4, and 5):
JM Stock Fund, at market value (cost $3,407,898) $3,379,112 $ 3,379,112
Commingled funds, at market value:
Retirement Government Money
Market Portfolio (cost $18,891,926) 18,891,926
Short-Term Bond Fund (cost $56,700,116) 56,736,682
Asset Manager (cost $43,539,481) 46,890,046
Disciplined Equity Fund (cost $40,057,538) 52,301,279
Value Fund (cost $27,912,555) 25,953,809
Magellan Fund (cost $56,140,910) 81,088,585
OTC Portfolio (cost $19,315,988) 26,158,950
International Growth and Income Fund
(cost $10,005,973) 11,103,078
Investment contracts, at contract value $10,400,379 10,400,379
Loans to Plan participants, at cost
(approximates market) $9,360,835 9,360,835
Due from (to) associated funds 2,936 (297,724) 0
Contributions receivable:
Plan members 6,799 510,950
Company 63,700 4,269,567
Accrued income receivable (Note 2) 68,791 68,791
---------- --------- ----------- ------------
Net assets available for benefits $3,452,547 $9,131,902 $10,400,379 $347,113,989
========== ========== =========== ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
-4-
<PAGE>
JOHNS MANVILLE 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, 4,
and 5):
JM Stock Fund, at market
value (cost $1,471,988)
Commingled funds, at market
value:
Retirement Government Money
Market Portfolio (cost
$13,467,220) $13,467,220
Short-Term Bond Fund (cost
$55,495,144) $55,494,023
Asset Manager (cost
$35,877,845) $42,302,412
Disciplined Equity Fund (cost
$34,967,418) $42,699,460
Value Fund (cost $29,826,963) $31,960,853
Magellan Fund (cost
$46,139,201) $57,005,851
OTC Portfolio (cost
$17,027,717) $18,554,441
International Growth
and Income Fund (cost
$10,221,157) $10,871,106
Investment contracts, at
contract value
Loans to Plan participants, at
cost (approximates market)
Due from (to) associated funds 10,043 44,033 41,328 37,979 31,404 76,295 21,215 16,522
Contributions receivable:
Plan members 17,360 56,157 68,005 59,865 60,909 105,565 41,411 27,388
Company 120,856 396,301 470,843 429,495 392,207 806,761 284,751 211,058
Accrued income receivable
(Note 2)
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
Net assets available for
benefits $13,615,479 $55,990,514 $42,882,588 $43,226,799 $32,445,373 $57,994,472 $18,901,818 $11,126,074
=========== =========== =========== =========== =========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-5-
<PAGE>
JOHNS MANVILLE EMPLOYEES 401(K) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
December 31, 1998 and 1997
<TABLE>
<CAPTION>
JM
Stock Loan Mutual Combined
1997 (Continued) Fund Account Benefit Life Total
---- ----------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
ASSETS
Investments (Notes 2, 3, 4, and 5):
JM Stock Fund, at market value (cost $1,471,988) $658,504 $ 658,504
Commingled funds, at market value:
Retirement Government Money
Market Portfolio (cost $13,467,220) 13,467,220
Short-Term Bond Fund (cost $55,495,144) 55,494,023
Asset Manager (cost $35,877,845) 42,302,412
Disciplined Equity Fund (cost $34,967,418) 42,699,460
Value Fund (cost $29,826,963) 31,960,853
Magellan Fund (cost $46,139,201) 57,005,851
OTC Portfolio (cost $17,027,717) 18,554,441
International Growth and
Income Fund (cost $10,221,157) 10,871,106
Investment contracts, at contract value $14,581,613 14,581,613
Loans to Plan participants, at cost
(approximates market) $8,756,552 8,756,552
Due from (to) associated funds 957 (279,776) 0
Contributions receivable:
Plan members 1,525 438,185
Company 13,036 3,125,308
Accrued income receivable (Note 2) 64,721 64,721
-------- ---------- ----------- ------------
Net assets available for benefits $674,022 $8,541,497 $14,581,613 $299,980,249
======== ========== =========== ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
-6-
<PAGE>
JOHNS MANVILLE 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 $ 845,828 $ 3,251,617 $ 8,520,896 $ 3,426,732 $ 3,793,026 $ 3,680,184 $ 1,283,773 $ 374,444
Interest income
Net appreciation
(depreciation) in
fair value of
investments (Note 2) 50,311 (1,896,565) 5,876,676 (3,894,582) 16,067,559 5,881,838 634,204
------------ ------------ ----------- ------------ ------------ ------------ ----------- -----------
Total investment
income 845,828 3,301,928 6,624,331 9,303,408 (101,556) 19,747,743 7,165,611 1,008,648
------------ ------------ ----------- ------------ ------------ ------------ ----------- -----------
Contributions (Note 6):
By Plan members 894,004 1,522,935 2,085,347 2,458,583 2,215,039 3,758,028 1,485,931 831,520
By the Company 217,889 861,847 1,087,866 1,096,933 868,746 2,252,956 757,240 492,894
------------ ------------ ----------- ------------ ------------ ------------ ----------- -----------
1,111,893 2,384,782 3,173,213 3,555,516 3,083,785 6,010,984 2,243,171 1,324,414
------------ ------------ ----------- ------------ ------------ ------------ ----------- -----------
Transfers into fund
from associated funds 22,921,017 15,203,781 4,384,658 9,766,929 3,167,114 14,608,516 7,024,676 887,264
------------ ------------ ----------- ------------ ------------ ------------ ----------- -----------
Transfers out of fund
to associated funds (11,999,352) (13,690,757) (6,687,677) (10,289,105) (10,106,661) (13,054,195) (7,039,911) (1,984,664)
------------ ------------ ----------- ------------ ------------ ------------ ----------- -----------
Withdrawals and
forfeitures (Note 7) (7,356,707) (5,868,716) (2,785,751) (2,567,112) (2,028,375) (2,693,405) (1,641,406) (963,481)
------------ ------------ ----------- ------------ ------------ ------------ ----------- -----------
Administrative
expenses (6,409) (14,610) (11,406) (6,051) (2,241) (3,160) (219) (239)
------------ ------------ ----------- ------------ ------------ ------------ ----------- -----------
Net increase (decrease) 5,516,270 1,316,408 4,697,368 9,763,585 (5,987,934) 24,616,483 7,751,922 271,942
Net assets available
for benefits:
Beginning of year 13,615,479 55,990,514 42,882,588 43,226,799 32,445,373 57,994,472 18,901,818 11,126,074
------------ ------------ ----------- ------------ ------------ ------------ ----------- -----------
End of year $ 19,131,749 $ 57,306,922 $47,579,956 $ 52,990,384 $ 26,457,439 $ 82,610,955 $26,653,740 $11,398,016
============ ============ =========== ============ ============ ============ =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-7-
<PAGE>
JOHNS MANVILLE 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 Mutual Combined
1998 (Continued) Fund Account Benefit Life Total
---- ----------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
Investment Income:
Dividend income $ 31,227 $ 25,207,727
Interest income $ 789,906 $ 1,209,674 1,999,580
Net appreciation (depreciation)
in fair value of investments
(Note 2) 822,852 23,542,293
----------- ----------- ----------- ------------
Total investment income 854,079 789,906 1,209,674 50,749,600
----------- ----------- ----------- ------------
Contributions (Note 6):
By Plan members 209,432 15,460,819
By the Company 99,063 7,735,434
----------- ----------- ----------- ------------
308,495 23,196,253
----------- ----------- ----------- ------------
Transfers into fund from
associated funds 3,273,753 4,337,611 85,575,319
----------- ----------- ----------- ------------
Transfers out of fund to
associated funds (1,547,866) (4,241,652) (4,933,479) (85,575,319)
----------- ----------- ----------- ------------
Withdrawals and
forfeitures (Note 7) (109,936) (295,460) (457,429) (26,767,778)
----------- ----------- ----------- ------------
Administrative expenses (44,335)
----------- ----------- ----------- ------------
Net increase (decrease) 2,778,525 590,405 (4,181,234) 47,133,740
Net assets available for
benefits:
Beginning of year 674,022 8,541,497 14,581,613 299,980,249
----------- ----------- ----------- ------------
End of year $ 3,452,547 $ 9,131,902 $10,400,379 $347,113,989
=========== =========== =========== ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
-8-
<PAGE>
JOHNS MANVILLE EMPLOYEES 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
_____________________
1. Plan Description:
----------------
The Johns Manville Employees 401(k) Plan (the "Plan") is sponsored by Johns
Manville Corporation and offered through its wholly owned subsidiary, Johns
Manville International, Inc. (the "Company"). The Plan provides eligible
employees a convenient means for regular and systematic savings with several
investment options. 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, International Growth and Income
Fund, and the JM Stock Fund. Participants may invest up to 25% of the total
value of their account 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 participants 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 4,860 participants in the Plan.
They participated in one or more of the funds as follows: 961 in the
Retirement Government Money Market Portfolio, 2,328 in the Short-Term Bond
Fund, 2,091 in the Asset Manager, 2,392 in the Disciplined Equity Fund,
1,913 in the Value Fund, 3,117 in the Magellan Fund, 1,522 in the OTC
Portfolio, 1,353 in the International Growth and Income Fund, 521 in the JM
Stock Fund, and 707 in the Mutual Benefit Life contract (see Notes 3 and 4).
Additionally, 1,609 participants had loans outstanding through the loan
account at December 31, 1998.
-9-
<PAGE>
JOHNS MANVILLE EMPLOYEES 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
_____________________
2. Summary of Significant Accounting Policies:
------------------------------------------
Investments in the funds are stated at current market values based upon
quotations obtained directly from Fidelity except for Mutual Benefit Life,
which is based on contract value (original cost plus accrued interest and
contributions less withdrawals). Investments for each fund consist primarily
of 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 5).
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 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 18,891,926* 13,467,220
Market value per share $1.00 $1.00
Short-Term Bond Fund
--------------------
Shares 6,513,970* 6,378,623*
Market value per share $8.71 $8.70
Asset Manager
-------------
Shares 2,696,380* 2,305,309*
Market value per share $17.39 $18.35
Disciplined Equity Fund
-----------------------
Shares 1,783,809* 1,651,178*
Market value per share $29.32 $25.86
</TABLE>
-11-
<PAGE>
JOHNS MANVILLE EMPLOYEES 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
_____________________
3. Investments, continued:
-----------
<TABLE>
<CAPTION>
1998 1997
---------- ----------
<S> <C> <C>
Value Fund
----------
Shares 559,953* 591,430*
Market value per share $46.35 $54.04
Magellan Fund
-------------
Shares 671,152* 598,361*
Market value per share $120.82 $95.27
OTC Portfolio
-------------
Shares 599,563* 554,692*
Market value per share $43.63 $33.45
International Growth and Income Fund
------------------------------------
Shares 530,994 551,833
Market value per share $20.91 $19.70
JM Stock Fund
-------------
Shares 204,695 64,896
Market value per share $16.51 $10.15
Loan Account
------------
Remaining principal balance, at cost $9,360,835 $8,756,552
(approximates market)
Mutual Benefit Life Insurance Contract
--------------------------------------
Shares 10,400,379 14,581,613
Contract value per share $1.00 $1.00
Average yield (Note 4) 11.82% 8.05%
</TABLE>
* Represents at least 5% of net assets available for benefits at December 31
of the corresponding year.
4. Mutual Benefit Life Insurance Company:
-------------------------------------
During 1991, Mutual Benefit Life was placed under rehabilitory
conservatorship with the state of New Jersey by court order, and during
1993, a plan of rehabilitation (the "Rehabilitation") was approved. Mutual
Benefit Life became insolvent during 1994 and its assets and liabilities
were assumed by a successor company, MBL Life Assurance Corporation
("MBLLAC"). Pursuant to the Rehabilitation, participants had the option of
opting out of the existing contract or accepting participation in a new,
restructured contract to be issued by MBLLAC. Participants electing to opt
out of the contract received a total of $864,000, representing 55% of their
account balances with interest credited at 3.5% annually through payout.
Participants
-12-
<PAGE>
JOHNS MANVILLE EMPLOYEES 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
_____________________
4. Mutual Benefit Life Insurance Company, continued:
-------------------------------------
who elected to accept participation in the restructured contract were
credited with balances totaling approximately $15.2 million, with interest
credited at the contract rate of 11.05% through December 31, 1991, at 4.0%
for 1992, at 3.5% for 1993, at 3.5% for 1994, at 3.55% for 1995, at 6.25%
for 1996, at 6.35% through June 30, 1997, at 9.75% through September 30,
1998, at 14.4% through December 31, 1998, at 15% through March 31, 1999, at
20% for April 1999, and at 25% for May 1999. Payment of principal and
interest was guaranteed by a consortium of major insurance companies.
During the rehabilitation period, which extended through May 31, 1999,
withdrawals were available. The cashout penalty percentage for withdrawals
was determined on a quarterly basis and was 4% at December 31, 1997.
Effective January 1, 1998 the penalty percentage was zero. In February 1998,
the Superior Court of New Jersey gave final approval to a Settlement
Agreement that eliminated pending appeals and further litigation regarding
the Rehabilitation Plan. As part of the agreement, the installment payout
provision at the end of Rehabilitation was eliminated. Contract account
values totaling approximately $10.2 million were paid in full June 1, 1999,
effectively terminating the contract.
5. 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.
6. Contributions, Eligibility and Vesting:
--------------------------------------
Pre-tax Contributions - Eligible employees may contribute to the Plan
---------------------
through a reduction in salary on a pre-tax basis (a "401(k)" Plan ) from 1%
to 9% of salary (defined as regular fixed compensation plus commissions,
bonuses, overtime pay and profit sharing distributions) or, for highly
compensated employees, from 1% to 8% of salary on a pre-tax basis. Effective
January 1, 1999 eligible employees may contribute to the Plan from 1% to 12%
of salary on a pre-tax basis. Highly compensated employees may be limited
based on discrimination testing.
-13-
<PAGE>
JOHNS MANVILLE EMPLOYEES 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
_____________________
6. Contributions, Eligibility and Vesting, continued:
--------------------------------------
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 on a 50% fixed
---------------------
match on the first six percent of pre-tax contributions, plus up to 50%
variable match based on the operating performance of the Company and
management's sole discretion. Company contributions of $4,092,865 and
$2,976,905 related to the variable match were accrued for at December 31,
1998 and 1997, respectively. After-tax contributions and rollover
contributions are not matched by the Company. The Company's annual
contribution made on behalf of any one employee is subject to certain
maximums as specified in the Plan and regulated by the Internal Revenue
Service.
Eligibility - Full-time permanent salaried employees and non-union hourly
-----------
employees at participating locations are eligible to become Plan
participants on the first day of employment or re-employment. If the
employee is part-time or temporary, such employee becomes eligible to
participate after completing at least one year and 1,000 hours 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 of service or three years
participation in the Plan.
Summarized information regarding eligibility, vesting, contributions and
benefits is provided in the Summary Plan Document.
7. 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.
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 $158,927. A participant who is terminated and
subsequently rehired by the Company
-14-
<PAGE>
JOHNS MANVILLE EMPLOYEES 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
_____________________
7. Withdrawals, Forfeitures and Loans, continued:
----------------------------------
within five years has the option of repaying to the Plan, within two years
of the re-employment 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 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 on the last day of the
month preceding the loan withdrawal.
8. 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 contributions from a qualified plan, earnings on
contributions from the Company's retirement plans, Company contributions to
the Plan on their behalf or on earnings credited to their accounts until
such contributions and earnings are distributed or otherwise made available
to them.
-15-
<PAGE>
JOHNS MANVILLE EMPLOYEES 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
_____________________
9. 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.
10. Administrative Expenses Paid by Company:
---------------------------------------
The Company paid approximately $50,000 in 1998 of administrative expenses to
the Plan's trustee and outside consultants on behalf of the Plan, which are
not included in the Plan's financial statements.
-16-
<PAGE>
JOHNS MANVILLE 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 Share
Lessor, or Similar Party Par or Maturity Value, if applicable Balance Cost Current Value
- ---------------------------- ------------------------------------------- ----------- ------------ -------------
<S> <C> <C> <C> <C>
Retirement Government
Money Market Portfolio High quality money market securities 18,891,926 $ 18,891,926 $ 18,891,926
Short-Term Bond Fund Short-term investment grade bonds 6,513,970 56,700,116 56,736,682
Asset Manager Flexible combination of stocks,
bonds, and cash 2,696,380 43,539,481 46,890,046
Disciplined Equity Fund Large-capitalization U.S. equity securities 1,783,809 40,057,538 52,301,279
Value Fund Mid-capitalization U.S. equity securities 559,953 27,912,555 25,953,809
Magellan Fund Large-capitalization U.S. equity securities 671,152 56,140,910 81,088,585
OTC Portfolio Mid-capitalization U.S. equity securities 599,563 19,315,988 26,158,950
International Growth
and Income Fund Equity securities of foreign issuers 530,994 10,005,973 11,103,078
JM Stock Fund* Common stock of Johns Manville Corporation 204,695 3,407,898 3,379,112
Loans to Plan participants Participant loans (1) 9,360,835
Mutual Benefit Life Insurance contract 10,400,379 10,400,379 10,400,379
------------ ------------
$286,372,764 $342,264,681
============ ============
</TABLE>
(1) Loans to Plan members bear interest ranging from 7% to 12% and mature on
January 1999 through August 2027.
* Party in interest
-17-
<PAGE>
JOHNS MANVILLE EMPLOYEES 401(K) PLAN
LINE 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
for the year ended December 31, 1998
<TABLE>
<CAPTION>
Current
Value at
Total Number of Number Cost of Transaction Net
Identity of Fund Description of Asset Purchases Purchases Total Sales of Sales Asset Date Gain
- ---------------------- ----------------------- ----------- --------- ----------- -------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Retirement Government
Money Market Portfolio High quality money
market securities $24,946,100 239 $19,521,395 234 $19,521,395 $19,521,395
Short-Term Bond Fund Short-term investment
grade bonds $20,766,430 256 $19,574,082 250 $19,561,458 $19,574,082 $ 12,624
Asset Manager Flexible combination
of stocks, bonds and
cash $15,969,034 249 $ 9,484,834 241 $ 8,307,397 $ 9,484,834 $1,177,437
Disciplined Equity Fund Large-capitalization
U.S. equity securities $16,587,411 252 $12,862,268 247 $11,497,290 $12,862,269 $1,364,979
Value Fund Mid-capitalization
U.S. equity securities $10,027,474 249 $12,139,935 242 $11,941,882 $12,139,935 $ 198,053
Magellan Fund Large-capitalization
U.S. equity securities $23,770,343 250 $15,755,168 247 $13,768,634 $15,755,168 $1,986,534
OTC Portfolio Mid-capitalization
U.S. equity securities $10,404,206 250 $ 8,681,536 238 $ 8,115,935 $ 8,681,536 $ 565,601
</TABLE>
-18-
<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 EMPLOYEES 401(k) PLAN
By: /s/ G. Anne Heathman
-------------------------------------
G. Anne Heathman
Manager, Retirement Plans
19
<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 Employees 401(k) Plan, which appears
in this Form 11-K.
/s/ PricewaterhouseCoopers LLP
- ------------------------------
PricewaterhouseCoopers LLP
Denver, Colorado
June 17, 1999
