<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 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, 1999 and 1998 and for
the year ended December 31, 1999
<PAGE>
JOHNS MANVILLE EMPLOYEES 401(K) PLAN
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
--------------------
Pages
-----
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 - 11
Supplemental Schedule:
Schedule of Assets Held for Investment Purposes
(Line 27a of Form 5500) 12
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, 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
<PAGE>
JOHNS MANVILLE EMPLOYEES 401(K) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31,
ASSETS 1999 1998
---- ----
Investments (Notes 3, 4 and 5) $413,700,151 $342,264,681
Contributions receivable:
Plan members 579,102 510,950
Company 4,845,925 4,269,567
Accrued income receivable 70,744 68,791
------------ ------------
Net assets available for benefits $419,195,922 $347,113,989
============ ============
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
JOHNS MANVILLE 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 $ 34,353,495
Interest income 1,535,240
Net appreciation in fair value of investments 36,228,327
------------
Total investment income 72,117,062
------------
Contributions (Note 6):
By Plan members 14,828,814
By the Company 9,021,638
Rollover contributions 10,555,228
------------
Total contributions 34,405,680
------------
Total additions 106,522,742
------------
Deductions:
Withdrawals and forfeitures (Note 7) (34,396,663)
Administrative expenses (44,146)
------------
Total deductions (34,440,809)
------------
Net increase 72,081,933
Net assets available for benefits:
Beginning of year 347,113,989
------------
End of year $419,195,922
============
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
JOHNS MANVILLE EMPLOYEES 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------
1. Plan Description:
----------------
The following description of the Johns Manville 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 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, 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 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.
5
<PAGE>
JOHNS MANVILLE EMPLOYEES 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------
2. Summary of Significant Accounting Policies:
------------------------------------------
Investments are stated at current market values based upon quotations
obtained directly from Fidelity except for the Mutual Benefit Life
Insurance Contract (see Note 4), which was based on contract value
(original cost plus accrued interest and contributions less withdrawals).
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.
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 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.
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.
6
<PAGE>
JOHNS MANVILLE EMPLOYEES 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------
3. Investments:
-----------
The investments that represent 5% or more of the Plan's net asset at
December 31 of the corresponding year were as follows:
1999 1998
---- ----
Short-Term Bond Fund
--------------------
Shares 5,334,564 6,513,970
Market value per share $8.50 $8.71
Market value $ 45,343,794 $56,736,682
Asset Manager
-------------
Shares 2,613,151 2,696,380
Market value per share $18.38 $17.39
Market value $ 48,029,718 $46,890,046
Disciplined Equity Fund
-----------------------
Shares 1,865,954 1,783,809
Market value per share $30.51 $29.32
Market value $ 56,930,263 $52,301,279
Value Fund
----------
Shares 493,722 559,953
Market value per share $43.81 $46.35
Market value $ 21,629,959 $25,953,809
Magellan Fund
-------------
Shares 784,724 671,152
Market value per share $136.63 $120.82
Market value $107,216,845 $81,088,585
OTC Portfolio
-------------
Shares 790,269 599,563
Market value per share $67.97 $43.63
Market value $ 53,714,560 $26,158,950
Retirement Government Money Market
----------------------------------
Shares 32,850,360 18,891,926
Market value per share $1.00 $1.00
Market value $ 32,850,360 $18,891,926
7
<PAGE>
JOHNS MANVILLE EMPLOYEES 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------
4. Mutual Benefit Life Insurance Contract:
--------------------------------------
During 1991, Mutual Benefit life was placed under rehabilitation
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 3.5l% annually through payout.
Participants 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 1998, at 15% through March
31, 1999, 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
Areement that eliminated pending appeals and further litigation regarding
the Rehabilitation Plan. As part of the agreement, the installment payout
at the end of Rehabilitation was eliminated. Contract account values
totaling approximately $10.2 million were paid in full on June 1, 1999,
effectively terminating the contract.
5. 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.
8
<PAGE>
JOHNS MANVILLE EMPLOYEES 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------
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 from 1% to 12% of salary
(defined as regular fixed compensation plus commissions, bonuses, overtime
pay and profit sharing distributions). Highly compensated employees'
contributions may be limited based on discrimination testing.
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 6% 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 $4,711,007 and $4,092,865
related to the variable match were accrued for at December 31, 1999 and
1998, 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 salaried
-----------
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 service or three
years participation in the Plan.
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
over $5,000, can elect to defer the distribution of funds to December 31 of
the year they attain age 65.
9
<PAGE>
JOHNS MANVILLE EMPLOYEES 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------
7. Withdrawals, Forfeitures and Loans, continued:
----------------------------------
Forfeitures serve to reduce future contributions of the Company. During
1999, forfeitures totaled $201,733. 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.
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.
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. 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
account until such contributions and earnings are distributed or otherwise
made available to them.
10
<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:
-----------------------
The Company pays 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.
11
<PAGE>
JOHNS MANVILLE 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 $ 32,850,360 $ 32,850,360
Money Market Portfolio* securities
Short-Term Bond Fund* Short-term investment grade bonds 46,343,963 45,343,794
Asset Manager* Flexible combination of stocks, 42,847,136 48,029,718
bonds, and cash
Disciplined Equity Fund* Large-capitalization U.S. equity securities 44,978,299 56,930,263
Value Fund* Mid-capitalization U.S. equity securities 24,130,698 21,629,959
Magellan Fund* Large-capitalization U.S. equity securities 73,942,189 107,216,845
OTC Portfolio* Mid-capitalization U.S. equity securities 30,825,627 53,714,560
International Growth Equity securities of foreign issuers 12,439,279 17,971,152
and Income Fund*
JM Stock Fund* Common Stock of Johns Manville Corporation 5,674,163 5,032,323
PIMCo Total Return Fund Bonds issued by U.S. government, corporate, 2,322,659 2,218,520
mortgage and foreign issuers
PIMCo High Yield Fund Bonds of domestic and foreign issuers rated 1,112,113 1,067,195
below investment grade
PIMCo Strategic Balanced Fund Common stocks, futures, options and bonds 775,930 772,528
issued by U.S. government, corporate,
mortgage and foreign issuers
PIMCo StocksPlus Fund S&P 500 Index securities backed by fixed 7,190,580 6,914,233
income securities
Morgan Stanley Institutional Equity securities of U.S. and foreign issuers
Fund Inc. Global Equity
Portfolio 900,157 815,634
MAS Small Cap Value Portfolio Small capitalization U.S. equity securities 1,146,934 1,290,779
Morgan Stanley Strategic Various Morgan Stanley and MAS mutual funds
Advisor Fund - Conservative with at least 75% of assets in fixed income 1,360,109 1,305,193
funds
Morgan Stanley Strategic Various Morgan Stanley and MAS mutual funds
Advisor Fund - Moderate evenly split between equities and fixed income 369,311 366,076
Morgan Stanley Strategic Variety of Morgan Stanley and MAS mutual funds
Advisor Fund - Aggressive with at least 80% of assets in equity funds 213,407 230,351
Loans to Plan participants Participant loans (1) -- 10,000,668
------------ ------------
$329,422,914 $413,700,151
============ ============
</TABLE>
(1) Loans to Plan members bear interest ranging from 7% to 12% and mature
January 2000 through December 2028.
* Party in interest
12
<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 26, 2000 JOHNS MANVILLE EMPLOYEES 401(k) PLAN
By: /s/ G. Anne Heathman
-------------------------------------
G. Anne Heathman
Manager, Retirement Plans
13
