<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, 1999
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
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JOHNS MANVILLE HOURLY EMPLOYEES 401(K) PLAN
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REPORT ON AUDIT OF FINANCIAL STATEMENTS
as of December 31, 1999 and 1998 and for
the year ended December 31, 1999
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JOHNS MANVILLE HOURLY EMPLOYEES 401(K) PLAN
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
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Pages
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Report of Independent Accountants 2
Financial Statements:
Statements of Net Assets Available for Benefits
at December 31, 1999 and 1998 3
Statement of Changes in Net Assets Available for
Benefits for the year ended December 31, 1999 4
Notes to Financial Statements 5 - 10
Supplemental Schedule:
Schedule of Assets Held for Investment Purposes
(Line 27a of Form 5500) 11
1
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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,
1999 and 1998, and the changes in net assets available for benefits for the year
ended December 31, 1999 in conformity with accounting principles generally
accepted in the United States. 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 auditing standards generally accepted in the
United States, 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 schedule of Assets Held
for Investment Purposes is presented for the purpose of additional analysis and
is not a required part of the basic financial statements but is 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 supplemental schedule has 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 21, 2000
2
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JOHNS MANVILLE HOURLY EMPLOYEES 401(K) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31,
ASSETS 1999 1998
---- ----
Investments (Notes 3 and 4) $42,402,886 $30,769,001
Contributions receivable:
Plan members 306,796 232,473
Company 276,360 193,110
Accrued income receivable 17,776 14,467
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Net assets available for benefits $43,003,818 $31,209,051
=========== ===========
The accompanying notes are an integral part of these financial statements.
3
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JOHNS MANVILLE HOURLY EMPLOYEES 401(K) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
for the Year Ended December 31, 1999
Additions:
Investment Income:
Dividend income $ 3,304,184
Interest income 187,648
Net appreciation in fair value of investments 3,998,798
-----------
Total investment income 7,490,630
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Contributions (Note 5):
By Plan members 4,749,622
By the Company 1,115,597
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Total contributions 5,865,219
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Total additions 13,355,849
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Deductions:
Withdrawals and forfeitures (Note 6) (1,535,824)
Administrative expenses (25,258)
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Total deductions (1,561,082)
-----------
Net increase 11,794,767
Net assets available for benefits:
Beginning of year 31,209,051
-----------
End of year $43,003,818
===========
The accompanying notes are an integral part of these financial statements.
4
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JOHNS MANVILLE HOURLY EMPLOYEES 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------
1. Plan Description:
----------------
The following description of the Johns Manville Hourly Employees 401(k)
Plan (the "Plan") provides only general information. Participants should
refer to the Plan agreement for a more complete description of the Plan's
provisions.
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,
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 Plan began to offer 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 and
Aggressive.
Eligible participants may withdraw loans from 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.
2. Summary of Significant Accounting Policies:
------------------------------------------
Investments are stated at current market values based upon quotations
obtained directly from Fidelity.
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 consists of interest
income receivable on loans to Plan participants.
5
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JOHNS MANVILLE HOURLY EMPLOYEES 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------
2. Summary of Significant Accounting Policies, continued:
------------------------------------------
The Plan presents in the statement of changes in net assets available
for benefits the net appreciation 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.
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.
Certain prior year information has been reclassified to conform with
the current year presentation.
3. Investments:
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The investments that represent 5% or more of the Plan's net assets at
December 31 of the corresponding year were as follows:
1999 1998
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Retirement Government Money Market
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Shares 4,057,766 3,334,969
Market value per share $1.00 $1.00
Market value 4,057,766 3,334,969
6
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JOHNS MANVILLE HOURLY EMPLOYEES 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
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3. Investments, continued:
-----------------------
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Asset Manager
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Shares 263,340 230,023
Market value per share $ 18.38 $ 17.39
Market value $ 4,840,193 $4,000,094
Disciplined Equity Fund
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Shares 182,568 147,101
Market value per share $ 30.51 $ 29.32
Market value $ 5,570,164 $4,312,995
Value Fund
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Shares 60,528 51,026
Market value per share $ 43.81 $ 46.35
Market value $ 2,651,733 $2,365,049
Magellan Fund
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Shares 96,331 78,932
Market value per share $ 136.63 $ 120.82
Market value $13,161,760 $9,536,510
OTC Portfolio
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Shares 76,027 53,704
Market value per share $ 67.97 $ 43.63
Market value $ 5,167,576 $2,343,120
Loan Account
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Remaining principal balance, at cost $ 2,597,090 $1,990,811
(approximates market)
</TABLE>
7
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JOHNS MANVILLE HOURLY EMPLOYEES 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------
4. Derivative Financial Instruments:
--------------------------------
During 1999 and 1998, derivative investments comprised an immaterial
portion of the total net assets available for benefits. Certain of the
Plan's investment options utilize derivative financial instruments to
implement their investment strategies and 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.
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, 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 12% of wages
(defined as regular fixed compensation plus commissions, bonuses,
overtime pay and profit sharing distributions). Highly compensated
employees' contributions may be limited based on certain regulatory
limits.
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 at certain locations. Company
contributions of $211,220 related to the variable match were accrued for
at December 31, 1999. 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.
8
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JOHNS MANVILLE HOURLY EMPLOYEES 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------
5. Contributions, Eligibility and Vesting, continued:
--------------------------------------
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.
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.
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
over $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
1999, forfeitures totaled $8,510. 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 over
$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 by the employee 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.
9
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JOHNS MANVILLE HOURLY EMPLOYEES 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------
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. 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,
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 pays administrative expenses to the Plan's trustee and outside
consultants on behalf of the Plan, which is not included in the Plan's
finanial statements.
10
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JOHNS MANVILLE HOURLY EMPLOYEES 401(K) PLAN
LINE 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
as of December 31, 1999
<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 Cost Current Value
---------------------------- --------------------------------------------- ---------- -------------
<S> <C> <C> <C>
Retirement Government High quality short-term U.S. government $4,057,766 $ 4,057,766
Money Market Portfolio* securities
Short-Term Bond Fund* Short-term investment grade bonds 1,815,859 1,770,544
Asset Manager* Flexible combination of stocks, 4,475,229 4,840,193
bonds, and cash
Disciplined Equity Fund* Large-capitalization U.S. equity 4,677,754 5,570,164
securities
Value Fund* Mid-capitalization U.S. equity securities 3,006,140 2,651,733
Magellan Fund* Large-capitalization U.S. equity securities 9,419,705 13,161,760
OTC Portfolio* Mid-capitalization U.S. equity securities 3,124,603 5,167,576
International Growth Equity securities of foreign issuers 1,402,758 2,043,929
and Income Fund*
JM Stock Fund* Common Stock of Johns Manville Corporation 152,517 153,308
PIMCo Total Return Fund Bonds issued by U.S. government, corporate, 37,728 36,446
mortgage and foreign issuers
PIMCo High Yield Fund Bonds of domestic and foreign issuers rated 28,786 27,782
below investment grade
PIMCo Strategic Balanced Fund Common stocks, futures, options and bonds 44,160 43,714
issued by U.S. government, corporate, mortgage
and foreign issuers
PIMCo StocksPlus Fund S&P 500 Index securities backed by fixed 157,052 150,839
income securities
Morgan Stanley Institutional Equity securities of U.S. and foreign issuers 23,106 21,066
Fund Inc. Global Equity
Portfolio
MAS Small Cap Value Portfolio Small capitalization U.S. equity securities 13,624 15,175
Morgan Stanley Strategic Various Morgan Stanley and MAS mutual funds
Advisor Fund - Conservative with at least 75% of assets in fixed income 4,993 4,835
funds
Morgan Stanley Strategic Various Morgan Stanley and MAS mutual funds
Advisor Fund - Moderate evenly split between equities and fixed income 34,201 33,713
Morgan Stanley Strategic Variety of Morgan Stanley and MAS mutual funds
Advisor Fund - Aggressive with at least 80% of assets in equity funds 51,207 55,253
Loans to Plan participants Participant loans (1) 2,597,090
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$32,527,188 $42,402,886
=========== ===========
</TABLE>
(1) Loans to Plan members bear interest ranging from 7% to 10% and mature
January 2000 through July 2023.
*Party in interest
11
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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 26, 2000 JOHNS MANVILLE HOURLY EMPLOYEES
401 (k) PLAN
By: /s/ G. Anne Heathman
---------------------------
G. Anne Heathman
Manager, Retirement Plans
12
