<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, 1997
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, 1997 and 1996 and for
the year ended December 31, 1997
<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, 1997 and 1996 3-6
Statement of Changes in Net Assets Available for
Benefits with Fund Information for the year
ended December 31, 1997 7-8
Notes to Financial Statements 9-15
Supplemental Schedules:
Schedule of Assets Held for Investment Purposes
(Item 27a Form 5500) 16
Schedule of Reportable Transactions
(Item 27d Form 5500) 17
-1-
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Compensation Committee of the
Board of Directors of Johns Manville Corporation:
We have audited the accompanying statements of net assets available for benefits
with fund information of the Johns Manville Hourly Employees 401(k) Plan
("Plan") as of December 31, 1997 and 1996 and the statement of changes in net
assets available for benefits with fund information for the year ended December
31, 1997. 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 in accordance with generally accepted auditing
standards. Those standards 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. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 1997 and 1996, and the changes in net assets available for benefits
for the year ended December 31, 1997, in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules 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. These supplemental
schedules are the responsibility of the Plan's management. 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 plan benefits of each fund.
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/ COOPERS & LYBRAND L.L.P.
- ----------------------------
COOPERS & LYBRAND L.L.P.
Denver, Colorado
June 17, 1998
-2-
<PAGE>
JOHNS MANVILLE HOURLY EMPLOYEES 401(K) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
December 31, 1997 and 1996
<TABLE>
<CAPTION>
Retirement
Government
Money International
Market Asset Disciplined Value Magellan OTC Growth and
1997 Portfolio Manager Equity Fund Fund Fund Portfolio Income Fund
---- --------- ---------- ----------- ----- -------- --------- -------------
ASSETS
<S> <C> <C> <C> <C> <C> <C> <C>
Investments (Notes 2, 3 and 4):
Common stock of Johns Manville
Corporation, at market value
(cost $22,347)
Commingled funds, at market value:
Retirement Government Money
Market Portfolio
(cost $2,241,544) $2,241,544
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
Short-Term Bond Fund
(cost $1,295,098)
Loans to Plan members, at cost
Due from associated funds 7,705 12,489 8,903 6,273 20,663 4,128 4,392
Contributions receivable:
Plan members 15,621 21,245 17,299 17,746 42,408 11,845 9,647
Company 3,047 3,828 3,069 3,130 7,728 2,068 2,110
Accrued income receivable
(Note 2)
__________ __________ __________ __________ __________ __________ __________
Total assets 2,267,917 3,121,368 3,242,857 2,151,796 6,486,877 1,578,468 1,067,058
LIABILITIES
Payable to associated funds
__________ __________ __________ __________ __________ __________ __________
Net assets available for benefits $2,267,917 $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.
-3-
<PAGE>
JOHNS MANVILLE HOURLY EMPLOYEES 401(K) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
December 31, 1997 and 1996
<TABLE>
<CAPTION>
Short-Term Loan JM Stock Combined
1997 (Continued) Bond Fund Account Fund Total
---- ---------- ------- -------- -----------
<S> <C> <C> <C> <C>
ASSETS
Investments (Notes 2, 3 and 4):
Common stock of Johns Manville
Corporation, 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
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
Short-Term Bond Fund (cost $1,295,098) $1,284,213 1,284,213
Loans to Plan members, at cost $1,538,401 1,538,401
Due from associated funds 6,341 98 70,992
Contributions receivable:
Plan members 8,662 258 144,731
Company 1,706 39 26,725
Accrued income receivable
(Note 2) 10,816 10,816
---------- ---------- ------- -----------
Total assets 1,300,922 1,549,217 18,917 22,785,397
LIABILITIES
Payable to associated funds 70,992 70,992
---------- ---------- ------- -----------
Net assets available for benefits $1,300,922 $1,478,225 $18,917 $22,714,405
========== ========== ======= ===========
</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, 1997 and 1996
<TABLE>
<CAPTION>
Retirement
Government
Money International
Market Asset Disciplined Value Magellan OTC Growth and
1996 Portfolio Manager Equity Fund Fund Fund Portfolio Income Fund
---- ---------- ---------- ----------- ---------- ---------- ---------- -------------
ASSETS
<S> <C> <C> <C> <C> <C> <C> <C>
Investments (Notes 2, 3 and 4):
Commingled funds, at market value:
Retirement Government Money
Market Portfolio (cost $1,845,612) $1,845,612
Asset Manager (cost $1,989,101) $2,149,838
Disciplined Equity Fund
(cost $1,905,090) $2,095,402
Value Fund (cost $1,185,851) $1,272,428
Magellan Fund (cost $4,056,757) $4,368,788
OTC Portfolio (cost $894,115) $1,000,382
International Growth and
Income Fund (cost $767,847) $836,469
Short-Term Bond Fund (cost $1,075,534)
Loans to Plan members, at cost
Due from associated funds 6,208 7,136 5,619 3,515 13,005 3,533 2,623
Contributions receivable:
Plan members 14,528 16,259 14,512 11,542 33,055 9,169 7,741
Company 2,503 2,680 2,256 1,789 5,337 1,409 1,545
Accrued income receivable
(Note 2)
---------- ---------- ----------- ---------- ---------- ---------- --------
Total assets 1,868,851 2,175,913 2,117,789 1,289,274 4,420,185 1,014,493 848,378
LIABILITIES
Payable to associated funds
---------- ---------- ----------- ---------- ---------- ---------- --------
Net assets available for benefits $1,868,851 $2,175,913 $2,117,789 $1,289,274 $4,420,185 $1,014,493 $848,378
========== ========== ========== ========== ========== ========== ========
</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, 1997 and 1996
<TABLE>
<CAPTION>
Short-Term Loan Combined
1996 (Continued) Bond Fund Account Total
---- ---------- ---------- -----------
<S> <C> <C> <C>
ASSETS
Investments (Notes 2, 3 and 4):
Commingled funds, at market value:
Retirement Government Money
Market Portfolio (cost $1,845,612) $ 1,845,612
Asset Manager (cost $1,989,101) 2,149,838
Disciplined Equity Fund (cost $1,905,090) 2,095,402
Value Fund (cost $1,185,851) 1,272,428
Magellan Fund (cost $4,056,757) 4,368,788
OTC Portfolio (cost $894,115) 1,000,382
International Growth and
Income Fund (cost $767,847) 836,469
Short-Term Bond Fund (cost $1,075,534) $1,063,806 1,063,806
Loans to Plan members, at cost $1,105,376 1,105,376
Due from associated funds 4,740 46,379
Contributions receivable:
Plan members 7,819 114,625
Company 1,374 18,893
Accrued income receivable
(Note 2) 7,716 7,716
---------- ---------- -----------
Total assets 1,077,739 1,113,092 15,925,714
LIABILITIES
Payable to associated funds 46,379 46,379
---------- ---------- -----------
Net assets available for benefits $1,077,739 $1,066,713 $15,879,335
========== ========== ===========
</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, 1997
<TABLE>
<CAPTION>
Retirement
Government International
Money Asset Disciplined Value Magellan OTC Growth and
1997 Market Manager Equity Fund Fund Fund Portfolio Income Fund
---- ----------- --------- ------------ ---------- ----------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Investment Income:
Dividend income $ 111,743 $ 262,828 $ 375,603 $ 281,616 $ 393,479 $ 107,559 $ 61,887
Interest income
Net appreciation (depreciation) in
fair value of investments (Note 2) 256,812 366,160 25,458 833,881 617 (375)
----------- ---------- ---------- ---------- ----------- ---------- ----------
Total investment income 111,743 519,640 741,763 307,074 1,227,360 108,176 61,512
----------- ---------- ---------- ---------- ----------- ---------- ----------
Contributions (Note 5):
By Plan members 432,016 499,071 442,353 407,319 1,019,713 289,079 233,365
By the Company 82,179 91,389 77,165 71,578 183,006 50,143 53,105
----------- ---------- ---------- ---------- ----------- ---------- ----------
514,195 590,460 519,518 478,897 1,202,719 339,222 286,470
----------- ---------- ---------- ---------- ----------- ---------- ----------
Transfers into fund from
associated funds 2,201,840 177,145 658,596 544,238 934,307 1,073,818 88,645
----------- ---------- ---------- ---------- ----------- ---------- ----------
Transfers out of fund to
associated funds (2,383,896) (285,870) (684,597) (429,069) (1,091,497) (920,872) (179,544)
----------- ---------- ---------- ---------- ----------- ---------- ----------
Withdrawals, forfeitures and loans
(Note 6) (39,347) (55,791) (107,848) (37,713) (203,253) (36,085) (38,247)
----------- ---------- ---------- ---------- ----------- ---------- ----------
Administrative expenses (5,469) (129) (2,364) (905) (2,944) (284) (156)
----------- ---------- ---------- ---------- ----------- ---------- ----------
Net increase 399,066 945,455 1,125,068 862,522 2,066,692 563,975 218,680
Net assets available for benefits:
Beginning of year 1,868,851 2,175,913 2,117,789 1,289,274 4,420,185 1,014,493 848,378
----------- ---------- ---------- ---------- ----------- ---------- ----------
End of year $ 2,267,917 $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.
-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, 1997
Short-Term Loan JM Stock Combined
1997 (Continued) Bond Fund Account Fund Total
---- ---------- ---------- -------- -----------
Investment Income:
Dividend income $ 72,995 $ 1,667,710
Interest income $ 110,975 110,975
Net appreciation (depreciation)
in fair value of investments
(Note 2) (2,474) $ (4,393) 1,475,686
---------- ---------- -------- -----------
Total investment income 70,521 110,975 (4,393) 3,254,371
---------- ---------- -------- -----------
Contributions (Note 5):
By Plan members 231,069 3,865 3,557,850
By the Company 44,117 658 653,340
---------- ---------- -------- -----------
275,186 4,523 4,211,190
---------- ---------- -------- -----------
Transfers into fund from
associated funds 257,569 1,097,092 24,143 7,057,393
---------- ---------- -------- -----------
Transfers out of fund to
associated funds (313,979) (762,713) (5,356) (7,057,393)
---------- ---------- -------- -----------
Withdrawals, forfeitures and
loans (Note 6) (63,323) (33,842) (615,449)
---------- ---------- -------- -----------
Administrative expenses (2,791) (15,042)
---------- ---------- -------- -----------
Net increase 223,183 411,512 18,917 6,835,070
Net assets available for benefits:
Beginning of year 1,077,739 1,066,713 15,879,335
---------- ---------- -------- -----------
End of year $1,300,922 $1,478,225 $ 18,917 $22,714,405
========== ========== ======== ===========
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"), formerly the
Schuller International Hourly Employees Thrift 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 Institutional Retirement
Services 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, Asset Manager, Disciplined Equity Fund, Value Fund,
Magellan Fund, OTC Portfolio, International Growth and Income Fund and Short-
Term Bond Fund. Additionally, effective July 15, 1997, the JM Stock Fund
became a new investment option. Participants can invest up to 25% of the
total value of their accounts in this fund, which holds common stock of Johns
Manville Corporation. Summarized information regarding eligibility, vesting,
contributions and benefits is provided in the Summary Plan Document.
The loan account holds loans made to eligible participants out of their
vested account balances. 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, 1997, there were a total of 1,827 employees participating in
the Plan. They participated in one or more of the funds as follows: 459 in
the Retirement Government Money Market Portfolio, 710 in the Asset Manager,
718 in the Disciplined Equity Fund, 608 in the Value Fund, 1,135 in the
Magellan Fund, 468 in the OTC Portfolio, 438 in the International Growth and
Income Fund, 377 in the Short-Term Bond Fund, and 18 in the JM Stock Fund.
Additionally, 631 participants had loans outstanding through the loan account
at December 31, 1997.
-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 values based upon the
following:
Retirement Government original cost plus accrued dividends.
Money Market Portfolio
Asset Manager quotations obtained directly from mutual fund
company.
Disciplined Equity Fund quotations obtained directly from mutual fund
company.
Value Fund quotations obtained directly from mutual fund
company.
Magellan Fund quotations obtained directly from mutual fund
company.
OTC Portfolio quotations obtained directly from mutual fund
company.
International Growth quotations obtained directly from mutual fund
and Income Fund company.
Short-Term Bond Fund quotations obtained directly from mutual fund
company.
JM Stock Fund quotations obtained directly from New York Stock
Exchange.
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
dividends receivable based on the ex-dividend date and interest income
receivable at December 31, 1997 and 1996.
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 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
-10-
<PAGE>
JOHNS MANVILLE HOURLY EMPLOYEES 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------
2. Summary of Significant Accounting Policies , continued:
-------------------------------------------
consists of the realized gains (losses) and the unrealized appreciation
(depreciation) on those investments, including derivative financial
instruments (see Note 4).
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.
3. Investments:
------------
The number of shares and market value per share at December 31, were as
follows:
1997 1996
---- ----
Retirement Government Money Market
----------------------------------
Shares 2,241,544* 1,845,612*
Market value per share $1.00 $1.00
Asset Manager
-------------
Shares 168,055* 130,531*
Market value per share $18.35 $16.47
Disciplined Equity Fund
-----------------------
Shares 124,269* 95,073*
Market value per share $25.86 $22.04
Value Fund
----------
Shares 39,316* 24,688*
Market value per share $54.04 $51.54
Magellan Fund
-------------
Shares 67,346* 54,170*
Market value per share $95.27 $80.65
OTC Portfolio
-------------
Shares 46,650 30,583*
Market value per share $33.45 $32.71
-11-
<PAGE>
JOHNS MANVILLE HOURLY EMPLOYEES 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------
3. Investments, continued:
1997 1996
---- ----
International Growth and Income Fund
Shares 53,346 42,786*
Market value per share $19.70 $19.55
Short-Term Bond Fund
Shares 147,610* 121,996*
Market value per share $8.70 $8.72
JM Stock FUND
Shares 1,825
Market value per share $10.15
Loan Account
Remaining principal balance, at cost $1,538,401* $1,105,376*
(approximates market)
* Represents at least 5% of net assets available for benefits at December 31
of the corresponding year.
4. Derivative Financial Instruments:
---------------------------------
The Plan has only limited involvement with derivative financial instruments
and does 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.
Investments in the Asset Manager Fund, the Magellan Fund and the
International Growth and Income Fund occasionally include derivative
financial instruments such as futures, forward, swap or option contracts. The
primary objectives of investing in domestic equity futures are to remain
fully invested as well as to maintain liquidity ("long positions"), and to
hedge against equity price declines ("short positions"). Futures contracts
are settled on a daily basis using funds set aside in separate accounts.
Foreign exchange forward contracts are entered into to manage foreign
currency exchange exposures and to hedge the funds' investments against
currency fluctuations. During 1997 and 1996, 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.
The Plan provides for two pre-tax contribution formulas, depending upon the
participating location's collective bargaining agreement:
Eligible employees at participating locations can contribute to the Plan,
through a reduction in wages on a pre-tax basis, from 1% to 6% of wages
(defined as regular fixed compensation plus commissions, bonuses, overtime
pay and profit sharing distributions).
OR
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 - The Plan provides for two after-tax contribution
- ------------------------
formulas:
If the agreement sets forth the 1% to 6% pre-tax contribution, eligible
employees can contribute to the Plan on an after-tax basis, from I% to 10% of
wages, regardless of whether or not the employee elected to make pre-tax
contributions.
OR
If the agreement sets forth the 1% to 9% (8% for highly compensated
employees) pre-tax contribution, eligible employees can contribute to the
Plan, on an after-tax basis, from 1 % to 7% of wages, regardless of whether
or not the employee elected to make 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. No company contributions related to the
variable match were accrued for at December 31, 1997 or paid during the year.
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.
-13-
<PAGE>
JOHNS MANVILLE HOURLY EMPLOYEES 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------
5. Contributions- Eligibility and Vesting, continued:
----------------------------------------
Eligibility - Full-time union hourly employees may become participants of the
------------
Plan upon completing one year of service or immediately upon reemployment 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.
6. Withdrawals and 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 $3,500, 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 1997,
forfeitures totaled $1,499. 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
$3,500, can elect to defer the distribution of funds credited to the
participant in the Plan until April of the year following 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.
-14-
<PAGE>
JOHNS MANVILLE HOURLY EMPLOYEES 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------
6. Withdrawals and Forfeitures and Loans , continued:
-------------------------------------
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 prior month.
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, retroactive to December 31, 1996, from
the Internal Revenue Service. 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, 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 automatically be
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 $47,000 in 1997 of administrative expenses to
the Plan's trustee and outside consultants on behalf of the Plan, which is
not included in the financial statements.
-15-
<PAGE>
JOHNS MANVILLE HOURLY EMPLOYEES 401(K) PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1997
<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 fund 2,241,544 $2,241,544 $2,241,544
Money Market
Asset Manager Mutual fund of domestic and foreign stocks, 168,055 2,703,551 3,083,806
bonds, and short-term instruments
Disciplined Equity Fund Domestic common stocks mutual fund 124,269 2,737,806 3,213,586
Value Fund Common stock mutual fund of companies 39,316 2,041,352 2,124,647
considered undervalued or having growth
potential
Magellan Fund Common stock and convertible securities 67,346 5,400,623 6,416,078
mutual fund
OTC Portfolio Mutual fund of securities of companies 46,650 1,482,490 1,560,427
mainly traded in the over-the-counter market
International Growth Foreign equity and debt securities 53,346 1,002,767 1,050,427
and Income Fund mutual fund
Short-Term Bond Fund Income mutual fund 147,611 1,295,098 1,284,213
JM Stock Fund* Common Stock 1,825 22,347 18,522
Loans to Plan members Participant loans (1) 1,538,401
----------- -----------
$18,927,578 $22,532,133
=========== ===========
</TABLE>
(1) Loans to Plan members bear interest ranging from 7% to 10% and mature
January 1998 through July 2007.
* Party in interest
-16-
<PAGE>
JOHNS MANVILLE HOURLY EMPLOYEES 401(K) PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
for the year ended December 31, 1997
<TABLE>
<CAPTION>
Current
Value at
Total Number of Number Transaction Net
Identity of Fund Description of Asset Purchases Purchases Total Sales of Sales Cost of Asset Date Gain (Loss)
- ------------------ -------------------- ---------- --------- ----------- -------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Retirement
Government Money Money market fund $2,826,142 165 $2,430,209 159 $2,430,209 $2,430,209
Market
Asset Manager Mutual fund of
domestic and foreign
stocks, bonds and
short-term
instruments $1,018,945 176 $ 341,790 151 $ 304,495 $ 341,790 $ 37,295
Disciplined Equity Domestic common
Fund stocks mutual
fund $1,546,832 186 $ 794,809 155 $ 714,116 $ 794,809 $ 80,693
Value Fund Common stock mutual
of companies
considered
undervalued or having
growth potential $1,294,449 176 $ 467,688 137 $ 438,948 $ 467,688 $ 28,740
Magellan Fund Common stock and
convertible
securities mutual
fund $2,511,104 223 $1,297,694 200 $1,167,237 $1,297,694 $ 130,457
OTC Portfolio Mutual fund of
securities of
companies mainly
traded in the over-
the-counter market $1,516,667 188 $ 957,240 127 $ 928,292 $ 957,240 $ 28,948
Short-Term Bond Income mutual fund $ 602,975 143 $ 380,093 106 $ 383,411 $ 380,093 $ (3,318)
Fund
</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, 1998 JOHNS MANVILLE HOURLY EMPLOYEES
401(k) PLAN
By: /s/ Ann J. Henley
------------------------------------
Ann J. Henley
Director, Benefits
18
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Johns Manville Corporation on Form S-8 (File No. 333-31007) of our report dated
June 17, 1998, on our audits of the financial statements of the Johns Manville
Hourly Employees 401(k) Plan as of December 31, 1997 and 1996, and for the year
ended December 31, 1997, which report is incorporated by reference in this
Annual Report on Form 11-K.
COOPERS & LYBRAND L.L.P.
Denver, Colorado
June 22, 1998
