Document DMKdG6kv1Xj3B5YMmZJ6g1GG5

copy i roll BOX NUMBER S' IbYT NOTES /7}/YUACtft INITIALS DATE REQUESTING PARTY MTC 001607 i MTC 001609 Letter to Stockholders. . Income and Expenses. . Earnings and Dividends Operations..................... Employee Relations Annual Meeting............ Directors and Officers. . Products and Plants. . . Financial Statements. . . 3 4 o 7 14 19 20 09 24 MTC 001610 Johns-Manville Corporation J. P. Morgan & Co. Incorporated -- New York National Trust Company -- Montreal and Toronto The Chase Manhattan Bank -- New York Montreal Trust Company -- Montreal and Toronto Davis Polk Wardwell Sunderland & Kiendl -- New York Lybrand, Ross Bros. & Montgomery -- New York Sharp, Milne & Co. -- Montreal MTC 001611 \ .uJ. L *C; i LETTER TO STOCKHOLDERS i February 10, 1959 To the Stockholders of Johns-Manville Corporation: V Continuing our policy of expansion and diversification, we acquired the assets and business of L-O-F Glass Fibers Company on December 31, 1958. A brief description of this fiber glass business will be found on page 7 of this report. Statements of earnings and investment for 1958 reflect combination of the businesses of Johns-Manville and L-O-F Glass Fibers for the year 1958. For comparative purposes statements of earnings and investment are also given excluding L-O-F Glass Fibers Company for 1958 and 1957. All other data and comments in the report and in this letter also exclude L-O-F Glass Fibers Company except where otherwise stated. Johns-Manville earnings improved in 1958 despite a small dip in sales volume to $304,137,000, compared with $308,293,000 in 1957. Net earnings were $21,942,000 or $3.06 per share, compared with $17,782,000 or $2.48 per share in 1957. Earnings showed steady improvement during the last three quarters. The increase over 1957 reflects our Company-wide pro gram to reduce the cost of doing business. The Company is also feeling the benefits in part from new plants which are coming into production. I would like to express for all of the Directors our sincere appreciation of the loyal cooperation of stockholders, customers, employees and management during 1958, the 100th anniversary year of the founding of our business. By order of the Board of Directors, A. R. Fisher Chairman and President MTC 001612 r i INCOME AND K: ' - ~ : !J f$-fV H l) Fil Income 5 i, . / We chai^^ oiir^ customers for goods and' seryices ; (afterS-alt^ deductions, such. 'as:y|| ^-- Ckr freight a^ow^^qa^ 'di^^imfs, etc.)... ,Co.'; j 1958 3331,743,000 :xpenses , ........- Wages, salaries and employee benefits* i1;fpv-7; .. ..rV-V>='; v.:...; . - - .' ^^^'^:Iww'matepi^^M^a(nd;*sapplies cost us ss Other costs and expenses^were.! .......'' -j y'siKv<-, .. Properties depreciated ^ theextent of s The amount* required for .taxes was... /*'* 114,381,000 ^-- "'/Glass fibers Company- 7; .(XJO^fe^ *308,293,000- ^ **'*'* 4. .,3i` j** ** , - - . ........... .. & $309,322,000 ^^^84g^^;|^^*289,901^` And in additioii' our stock of goods on ' hand increased,: decreased ;fa|rt : ' So the amounSfof eji^nseL pertaming to ` ` h'; . - the yeafc-Vraii^^'^^iSilfefe:7^. *: Earnings i ,, : , '* After; these expenses, net earnings were. !."' fS~- tniL.L`& *For employee benefits see opposite page. 4 MTC 001613 EA S AND DIVIDENDS Earnings Combined net earnings of Joluis-AIanville and L-O-F Glass Fibers in 195S were 23,374,000, amounting to S2.S3 per share of common stock, of which an average of 8,255.117 shares were outstanding. Excluding L 0 F Glass Fibers, net earnings in 1958 were 821,942,000 or 83.06 per share on an average of 7,170,774 shares. In 1957 comparable net earnings were $17,782,000 or $2.48 per share on an average of 7,155,427 shares. Before taxes of all kinds, earnings in 1958 were $44,388,000, which was $8,062,000 more than in 1957. MTC 001614 Dividends The following table shows dividends which were paid on the common stock of Johns-Manville Corporation during 195S: j VI Taxes amounted to 22.446,000, of which 15,150.000 were levied on United States and Canadian income. In 1957 taxes were 18,544,000, including 11,600,000 levied on income. The amounts stated are exclusive of certain sales or excise taxes paid to vendors of materials and sendees instead of directly to taxing authorities. Corrulux translucent structural panels reinforced with glass fibers are easily installed in new or existing corrugated buildings. They are applied just like J-M corrugated Transited for walls and roofs of industrial and commercial buildings. MTC 001615 \V \V Acquisition of Fibar Glass n us:-. On December 31, 1958, we acquired the assets and business of L-O-F Glass Fibers Company for 1,094,787 authorized but unissued shares of Johns-Manville common stock. This was at the rate of one share of Johns-Manville for each two and one-half shares of L-O-F Glass Fibers. L-O-F Glass Fibers Company is now known as Johns-Manville Fiber Glass Inc. It is operated as a separate production and research division of Johns-Manville Corporation. The sales force and staff of L-O-F Glass Fibers has joined J-M's established and widespread sales organization. With this acquisition Johns-Manville enters into a young, fastgrowing industry with important possibilities for expansion and for development of new products. The fiber glass products presently being made supplement and make more complete the lines we offer to our customers in industrial insulations and building mate rials. The acquisition opens up new opportunities in markets w-e are not now- serving. Sales of L-O-F Glass Fibers Company were $27,600,000 and net earnings were $1,432,000 in 1958, compared with sales of $23,2S0,000 and net earnings of $1,111,000 in 1957. It has seven plants at five locations -- one each at Corona, Calif.; Houston, Texas; Parkers burg, W. Va.; and Waterville, Ohio; and three at Defiance, Ohio. It also has a research and technical center at Waterville, Ohio. Employment is about 1,800. New Plants and Improvements Expenditures for additions to and improvements and replace ments of Johns-Manville properties amounted to -$10,511,000 in 1958, compared with -$45,704,000 in 1957. MTC 001616 It is anticipated that capital expenditures in 1959 will amount to approximately 820,000,000. In line with the Company's policy to seek new sources of as bestos fibre to strengthen our future position in this held, Canadian Johns-Manville Company, Ltd., and a group of investors joined in September with Advocate Mines Limited, of Toronto, to develop an asbestos ore body in northern Newfoundland. About 81.000.000 will be spent at the outset to explore and develop the ore body. Funds are being made available by a group consisting of Canadian Johns-Manville Company. Ltd., Patino of Canada, Limited, Amet Corporation Inc., and Finaneiere Beige de L'Asbeste-Ciment S.A. Under present plans exploration and development work will take about two years. If the work shows that the deposit is satis factory an option to proceed will be exercised and the group will make the substantial additional investment needed to construct a mill and other facilities, which would require an additional year and a half. As now planned the mill would have an initial capacity of 3,000 tons of asbestos ore a day. At our Jeffrey asbestos mine at Asbestos, Quebec, a program This new combining equipment which laminates parallel strands of materials on flexible sheets in the manufacture of new types of tapes and improved laminated products is an important unit in a new J-M Dutch Brand plant recently completed at Chicago, III. It is the first equipment of its kind designed from the floor up to do this specific job. Fiber glass is among the many materials successfully joined in various combinations on this equipment. MTC 001617 ' '?* '* * - 5 t A. - * .'iSs?'" N;v''v . V-v'V'V'\ v^| .4 sample of asbestos fibre of spinning grade from the Jeffrey mine at Asbestos, Quebec, is prepared at J-M's Research Center for tests which will determine its quality. Complete faedit ies for milling the fibre are also prodded at the Research Center as part of a highly successful program for continual improvement of fibre quality. was inaugurated to expand and to extend the life of open-pit mining. The first step, removal of the overburden, will take about two years. Underground mining is continuing at this mine. At our Munro asbestos mine near Matheson, Ontario, develop ment of underground mining, begun in 1954, was completed and underground production started. Eventually this method will replace open-pit mining at the Munro mine. On November 2S the Southern Rhodesian asbestos mines of Rhodesian Asbestos Limited, in which Canadian Johns-Manville Company, Ltd., held a 51 percent interest, were sold to Rhodesian & General Asbestos Corporation (PVT) Limited, a Southern Rhodesian subsidiary of Turner & Newall, of Manchester. England. In making the sale Johns-Manville acted for all the stockholders of Rhodesian Asbestos Limited. This sale resulted in a loss, most of which was absorbed in 1956. As a result of expansion and improvement in quality at the Jeffrey mine at Asbestos, Quebec, the Munro mine in Northern Ontario and development of the new Advocate deposit in Newfound land, the Southern Rhodesian operations were no longer required. Four new plants or plant additions were completed in 1958, bringing to eight the number of such projects in the past two years. The four are a new Transite pipe plant at Denison, Texas; a new 9 MTC 001618 Johns-Manville Micro-Cel, product of the J-M synthetic silicates plant at Lompoc, Calif., helps improve the physical characteristics of many materials including insecticides, shown being applied here. Other materials in which it is used include animal feeds and paints. hardboard plant at Natchez, Miss.; a new insulating board plant at Klamath Falls, Ore.; and a new building and expansion of facilities at our Dutch Brand products plant at Chicago, 111. Markets and Products Competition in asbestos fibre was further increased by the opening of new competitive mines which added to the productive capacity of the industry in Quebec. In our overseas markets there was increased competition from Russian fibre. The present lowered demand in the fibre market is considered to be a temporary condition. Over the long range we forecast an expected increase in demand for fibre which will exceed the present productive capacity of the industry. However, there is no basis upon which to estimate the the future of Russian competition. Total production of asbestos fibre from the Company's Canadian mines in 1958 was 495,000 tons. The market for building materials improved as the construction industry gained momentum after a slow start in the first quarter of to MTC 001619 the year. Volume of construction in most fields, with the exception of industrial, was higher in 1958 than in 1957. The market for our Transite pipe was improved by strength in water works and sewerage demand, prompted by new home starts, and a successful effort on the part of the industries to speed up needed projects at a time when the additional activity could help combat the recession. Friction materials were affected by reduced equipment sales for such items as automobiles, trucks and shovels, although business for relinings held up well. Our packing business has reflected the general improvement in industry during the last half of the year. New developments in moulded products and the introduction of new Chempac materials have contributed substantially to this improvement. Sales of industrial insulations were helped by expansion in utilities and some other industries but were held back by a slow down in capital expenditures for new plants and equipment in other industries. Early in the year Johns-Manville introduced a major insulation discovery, Min-K, the most effective insulating material known for rockets, missiles and aircraft engines. Min-K is twice as effective as any other known material, and its effectiveness increases at high altitudes. The market for our Celite fillers, filter aids and other products was strong because both the food and chemical industries, heavy users of these materials, held up comparatively well. The demand continues to increase for Celite filter aids in water filtration systems, especially private and municipal swimming pools. The outlook for our Dutch Brand products improved with completion of new and improved facilities at the Chicago plant. Canadian Business Sales of Canadian Johns-Manville Company, Ltd., and Canadian Johns-Manville Asbestos Limited, exclusive of sales to other JohnsManville companies, amounted to 849,228,000, compared with $54,872,000 in 1957. Sales of Johns-Manville products other than asbestos fibre MTC 001620 established an all-time high record and we expect marketing oppor tunities in Canada to continue to increase. Since 1945, $69,000,000 lias been spent on expanding and modern izing Canadian Johns-Manville's facilities. This program has been financed by the earnings from exports of asbestos fibre and the sale of Canadian Johns-Manville manufactured products. As a result of this expansion there has been a substantial increase in types and volume of products manufactured in Canada and in exports of asbestos fibre. International Operations Sales in overseas countries of .Tohns-Manville's manufactured products and Celite set a new record. The continued growth of our licensing and investment program abroad is reflected in the consummation in 1958 of manufacturing projects involving asbestos packings, asbestos textiles and refrac tories, and thermal insulations in Mexico, Brazil and Italy. We have many other overseas technical assistance agreements in a number of product groups including asphalt and vinyl asbestos floor tile, mineral wool and asbestos-cement products. Research and Engineering The Research Center near Manville, N. J., provides the largest research facilities in the world devoted to building materials, indus trial insulations, asbestos-cement pipe, diatomite, packings and friction materials, and allied industrial products. Here scientists and supporting staffs work on product improvement and new products. Results of their work are found in many developments now in J-M's new METAL-ON pre-jacketed pipe insulation offers many advantages including complete pro tection against weather even during installation, ease of removing for repairs and maintenance and substantial savings in installation. f MTC 001621 commercial use and many others which will be significant in the future. It is the Company's continuing policy to search for new prod ucts which will help to diversify the business and increase sales and earnings. To intensify and speed up this work a New Business Development Department has been formed under the Vice President for Research and Development. The responsibilities of this new department in the Research organization include the search for, and the evaluation, market study, initial semi-commercial production and introductory sale of new products for the development of new markets and businesses. The work of the department is expected to shorten the time required to secure sales volume and profits from new product lines which cannot be readily exploited as part of our divisions' present manu facturing facilities and sales activities for established product lines. Our Engineering Center, adjacent to the Research Center, is headquarters for specialists and staff members working on design of Johns-Vlanville plants and processes and related engineering sendees. Here also is located a shop in which specially designed equipment for Company use is made. Cost Reduction Programs Concrete results from intensified cost reduction programs were indicated in the last three quarters of the year by increased earnings in the face of somewhat lower sales. In the production organization reduction of costs has been achieved by such means as improved equipment and methods and better production scheduling and inventory control, enabling our people to work more efficiently. In office work the Administrative Sendees organization, formed in 1957, has been able to cut costs substantially. At many locations order handling has been moved from sales offices to plants, resulting in substantial improvement in customer sendee with somewhat lower order handling costs. Further specialization in sales activity has resulted in improved sales coverage and lower sales expense. 13 MTC 001622 RELATIONS Plants and Mines Mrs. America, "The nation s leading homemaker", stars in J-M's campaign of advertis ing, publicity and promotion for the Company's 7 Star Protection plan to help builders sell outstanding values in homes built with J-M products. Mrs. America, once a J-M employee, is Mrs. William Giesse of Cleveland's Mayfield Heights. Here she is seen demonstrating application of J-M Fibretex acoustical ceiling. Labor agreements are negotiated locally at all our United States and Canadian plants and mines. There are now 32 of these agree ments, signed by the Company and the various unions including locals of the AFL-CIO, United Mine Workers and La Federation Nationale des Employes de lTndustrie Miniere. We experienced three work stoppages -- a 12-day strike at our Xatchez, Miss., plant affecting some 363 employees; a 67-day strike at our Marrero, La., plant affecting some 665 employees; and an 11-day strike at our Savannah, Ga., plant affecting some 65 em ployees. The issues were wages and work schedules. The work stoppages took place following termination of agreements and prior to signing of new contracts. Agreements were reached at all locations on a one or two-yearbasis. All agreements contain no-strike provisions. Wage increases in these plants and mines during 1958 averaged 8.0 cents per hour, or 4.0 percent. Retirement Plan Contributions by the Company to retirement funds amounted to 85,501,000, compared with 85,948,000 in 1957. Employees con tributed 84,396,000, compared with $4,271,000 in 1957. At the end of 1958 there were 16,091 employees participating in the Retirement Plan; 1.213 retired employees or their surviving annuitants were receiving retirement income. Incentive Plans During 1958 we paid varying forms of incentive compensation totaling $3,764,000 to 55 percent of the factory employees. Incen tive compensation amounting to $4,402,000 was also accrued and partly paid to 947 salesmen and to 124 district and unit managers. Distribution of $1,605,000 has been or will be made to 313 adminis trative employees under the Profit Sharing Plan adopted by the stockholders. The Employees' Stock Purchase Plan 195S, approved by the stockholders at the 1958 annual meeting, authorizes the issuance of The first shipment of Transite pipe leaves J-M's new plant at Denison, Texas, with appropriate ceremony. The plant was dedicated on June 20, 1958, with Texas Governor Price Daniel and J-M Chairman and President, A. R. Fisher, participating. is MTC 001624 1958 1957 1956 19 5 5 1954 1953 1952 19 5 1 1950 1949 Total $ 12.9 457 26.1 18.3 20.2 21.6 15.0 13.1 9.4 9.3 $191.6 $ 15.8 14.5 13.6 12.6 11.7 10.2 6.9 6.9 7.0 5.2 $104.4 $ 331.7 $ 48.1 308.3 310.4 , 284.7 253.2 252.6 244.7 238.0 203.3 162.6 36.3 50.8 49.2 34.5 40.4 45.7 54.3 42.8 25.3 $2,589.5 ; $427.4 $ 24.7 EN-YEAR REVIEW figures for 1958 alone reflect c '' Corporation and L-O-F Glass Fiber: - - Common vv *0*11* Earnings Dividends '. y~r 'V*?" v-v per Skare*t. per Share* $ 23.4 $ 14.3 $ 2.83 $ 2.00 18.5 25.8 25.7 17.8 20.7 23.1 29.8 20.0 10.9 $217.0 17.8 25.0 23.5 16.7 19.7 22.6 24.5 22.8 14.4 $210.4 14.3 15.0 13.6 13.5 13.5 i 13.5 13.4 11.0 7.5 2.48 3.79 3.68 2.62 3.10 3.57 3.88 3.64 2.42 2.00 2.25 2.12V2 2.121/2 2.121/2 2.12V2 2.12V2 1.75 1.25 $129.6 $32.01 1 $19,871/2 31)0,000 shares of common stock. This new Plan is essentially the same as the 1949 Plan, under which all offers expired July 30, 1958. Through December 31. 1958, under the two Plans 249,247 shares had been purchased at the market price by 1.766 of those employees eligible to participate. The aggregate purchase price was 89,385,000, of which 84,776,000 had been paid, the balance being secured by pledged stock. Under the Incentive Stock Option Plan, approved by the stock holders at the 1954 annual meeting, options were exercised in 1958 on 10,900 shares at 837.75 per share. Further details of the Plan will be found on pages 28 and 29. Organization Roger Hackney was appointed Vice President for Finance and was also elected a Director by the Board, succeeding Alvin Brown, 16 MTC 001625  w OFfopif^S^iSS- ^F;;-;Vv;";--'r:'.'rryr, ^ ' :r' h-h''T'''*: :ct combination of Johns-Manvilie ibersCompany for the entire year. Shares of Payroll Investment Common Stock Book Value Outstanding at IN MILLIONS OF DOLLARS per Share* End of Year* Percentage of Earnings to Sales Percentage of ; Earnings to ` Investment at Start of Year Asbestos Fibre Tonnage Employees Stockholders $121.7 $237.8 $28.71 8,283,192 7.0% 10.3% 495,000 21,800 23,800 Year - -r " 117.0 202.5 28.28 7,163,006 5.7 115.6 198.5 27.77 7,148,723 8.0 106.4 158.6 24.77 6,404,126 8.3 96.7 146.9 23.09 6,363,060 6.6 95.8 143.1 22.55 6,344,168 7.8 90.4 136.5 21.56 6,333,088 9.2 81.3 127.2 20.10 6,328,994 10.3 70.3 115.7 18.33 6,316,566 11.2 60.7 101.9 16.23 5,847,792 8.9 9.0 568,000 21,700 20,000 : : v 7' 15.8 576,000 21,300 19,200 16.0 592,000 20,500 15,100 - -3 11.6 500,000 20,000 14,200 i r a3 14.4 505,000 20,000 14,100 : o 3 r. 17.8 534,000 21,000 13,900 21.2 567,000 21,000 13,700 : s s: 22.4 452,000 20,000 13,300 ' cso 15.2 279,000 18,500 12,100 1049 *Adjusted for 1956 stock split fOn average shares outstanding who had held this position since 1946 and who retired on January 1, 1959, after having served the Company for nineteen years. Mr. Hackney, who joined the Company in 1941, had been Treasurer since 1942 and assistant to the Vice President for Finance since 1946. William R. Wilkinson was appointed general manager of the Building Products Division, succeeding Harold R. Berlin, who re tired on May 16 for reasons of health after thirty-two years of service with the Company. Mr. Wilkinson joined the Company in 1925 and had been Vice President for Sales since 1951. John A. O'Brien was appointed Vice President for Sales, suc ceeding Mr. Wilkinson. Mr. O'Brien, who has served the company for forty-three years, had been Vice President for Industrial Products Divisions since 1955. Mr. Wilkinson and Air. O'Brien are Vice Presidents of JohnsManvilie Corporation. N1TC 001626 A feature of J-M's 100th Anniversary celebration during 1958 was a selling slogan contest. The winner, J-M Transite pipe salesman A. 0. Rippe, stands in front of a Transite pipe irrigation installation he sold to Colorado Springs Air Force Academy. The winning slogan was "Somehow, Somewhere, a Johns-Manville Product Serves You''. Clarence C. Simoni was appointed general manager of the Packings and Friction Materials Division, succeeding Clinton B. Burnett, who had temporarily retained that position after his appointment as Executive Vice President and a Director in 1957. Mr. Simoni, with twenty-two years of J-M experience, had been gen eral sales manager of the Packings and Textiles Sales Department. Alfred G. Sinclair was appointed general manager of the Canadian Products Division, succeeding Earle C. Brockett, who resigned December 31, 1958, to take care of his personal interests after twenty-seven years of sendee with the Company. Mr. Sinclair joined the Company in 1934 and had been assistant general manager of the Canadian Products Division. Randolph H. Barnard was appointed President of Johns-Manville Fiber Glass Inc. Mr. Barnard has had many years of experience in the fiber glass business and had been President of DOF Glass Fibers Company. Joseph L. Wood was appointed Treasurer, succeeding Mr. Hackney. Mr. Wood had been general credit manager since joining Johns-Manville in 1927 and Assistant Treasurer since 1944. 18 MTC 001627 N N UAL M TING The Annual Meeting in 19-38 was held at the Johns-Manville Research and Engineering Centers near Manville, X. J., on March 13. A report on this meeting was sent to all stockholders. The Annual Meeting in 1959 will be held in Xew York at 2:30 P. M. on Thursday, March 12. We cordially urge all stockholders to attend. Proxies for this meeting are being mailed and all stock holders who cannot attend in person are reminded that it is important to send in their proxies. At the close of 195S there were about 23,800 stockholders. It is expected that we Avill add nearly 8,000 L-O-F Glass Fibers stock holders as a result of the exchange of stock. At the end of 1957 there were about 20,000 Johns-Manville stockholders. Products displayed at the Johns-Manville exhibit at the Brussels World's Fair include flat asbestos-cement sheets in triangular shapes (.foreground) and molded pipes (background) manu factured at our plant at Mol. Belgium. Building materials and decorative items made at this plant were in use and prominently identified throughout the Fair. MTC 001628 BOARD OF DIRECTORS Adkain R. Fisher. . . .Chairman and President, Johns-Manrille Corporation Enders M. VoGRHEES . . . .Director, Member of the Executive Committee and . Finance Committee, United States Steel Corporation Henry C. Alexander.............Chairman, J. P. Morgan & Co. Incorporated John W. Hanes......................Director, Olin Mathieson Chemical Corporation H. Edward M an vr lle. Jr. .Trustee, Hiram Edward Manrille Foundation Leslie M. Cassidy.............................................................................. Consultant Clifford F. Rassweiler........Vice President, Johns-Manrille Corporation William C. Stolk.................................. President, American Can Company Edgar CL Burton. .. .Chairman and President, Simpsons, Limited (Toronto) Joseph A. Grazier........................ President, American Radiator & Standard Sanitary Corporation Clinton B. Burnett.Executive Vice President, Johns-Manrille Corporation Roger H ACKNEY........................... Vice President, Johns-Manrille Corporation DIRECTOR EMERITUS Walter H. Aldridge.......................Director, Texas Gulf Sulphur Company Johns-Manrille Directors in session. Left to right, H. Edward Manrille, Jr., Leslie M. Cassidy, Clifford F. Rassweiler, Joseph A. Grazier, Clinton B. Burnett. Chairman Adrain R. Fisher, Secretary Herbert M. Ball, Enders M. Voorhees, John IF. Hanes, Alvin Brown*. Roger Hackney and Edgar G. Burton: inset, Henry C. Alexander (left) and William C. Stolk. *Retired January 1, 1959. . --ACAyI " LU'A- . . /> - Officers of % the poratlon Adraix R. Fisher . . Clixtox R. Burnett .Chairman and President . Executive Fire President Clifford F. Rassaveilf.R . .. Vice President for Research and Development John P. SYME. .. ...................Vice President and Assistant to Chairman William R. W ILKIXSOX ... . Vice President for Building Products Division Kexxeth W. Huffixe....................................... Vice President for Production Johx A. O'Briex..............................................................Vice President for Sales Charles W . Hite.................................. \'ice President for Industrial Relations Rooer HaC'KXEY...........................................................Vice President for Finance Herhert M. Ball ... Secretary and General Attorney Joseph L. Wood....................................................Treasurer Iryixc J. Pedly......................................Assistant Secretary Mrs. C'oxscelo C. Beax................. Assistant Secretary James M. Shackelford.................... Assistant Treasurer Wo4t!l06&Wfrf' -"s.'fFVSLcf1 x't'Or'V-..i.5c..-\T-'-'' ' ti e h e r a I ** j - ~"'"N...... Managers W > T'of-. .'VC-., C~" .... 0*fA. . Operating Divisions ' R....P...-......................... . -Y.'.' X. **"?'*) * V * , *' * y*.;i - ,j /^ . - .,SY F a.- ..hizvir^ iL'-A'i : J1 ,v- ,/fW LF' Y *' ^"'1 ., . j;;- ) f. -a ___ ________ INDUSTRIAL INSULATIONS Don L. Hinmon................. Vice President, Johns-Manville Sales Corporation PIPE Robert F. Orth................ Vice President, Johns-Manville Sales Corporation PACKINGS AND FRICTION MATERIALS Clarence C. Simoni........Vice President, Johns-Manville Sales Corporation BUILDING PRODUCTS William R. Wilkinson..............Vice President, Johns-Manville Corporation ASBESTOS FIBRE Karl V. Lindell . Vice President, Canadian Johns-Manville Company, Ltd. CANADIAN PRODUCTS Alfred G. Sinclair .. Vice President, Canadian Johns-Manville Company, Ltd. CELITE Carlton J. O'neil . . , Fire President, Johns-Manville Products Corporation DUTCH BRAND Earl F. Boyle...................Vice President, Johns-Manville Sales Corporation INTERNATIONAL Dudley T. Colton . I'ice President, Johns-Manville International Corporation FTBER GLASS Randolph H. Barnard President, Johns-Manville Fiber Class Inc. AND PLANTS Products Acoustical Products Asbestos Boards Asbestos Felts Asbestos Fibre Asbestos Paper Asbestos Shingles and Sidings Asbestos Textiles Asphalt Roofings and Other Asphalt Products Automotive and Industrial Brake Linings and Other Friction Materials Celite (Diatomite) Insulations, Filter Aids. Fillers and Synthetic Silicates Cloth, Plastic and Paper Tapes New fiber glass pipe insulation ivith a unique "hinge action" snaps around pipe easily, cutting installation costs. It is a product of the research and develop ment program carried on so successfully by L-O-F Glass Fibers Company, now continued by JohnsManville Fiber Glass Inc. Corrulux Fiber Glass Reinforced Plastic Panels Electrical Insulations Fiber Glass Textiles Floor Tile Home Insulations Industrial Fiber Glass and Mineral Wool Insulations Industrial Insulations--High and Low Temperature Insulating Board Insulating and Refractory Cements Movable Asbestos Walls Packings and Gaskets Rubber Products Transite (Asbestos- Cement Pipe) Plants Alexandria, Indiana Asbestos, Quebec Billerica, Massachusetts Chicago, Illinois Corona, California Defiance, Ohio -- Plant A Defiance. Ohio -- Plant B Defiance, Ohio -- Plant C Denison, Texas Fort Worth, Texas Houston, Texas Jarratt, Virginia Klamath Falls, Oregon Lompoc, California Los Angeles, California Manville, New Jersey Zelienople, Marrero, Louisiana *Mol, Belgium Nashua, New Hampshire Natchez, Mississippi New Brunswick, New Jersey North Bay. Ontario Parkersburg, West Virginia Pittsburg, California Richmond, Indiana Savannah, Georgia Stockton, California Tilton, New Hampshire Toronto, Ontario Waterville, Ohio Watson, California Waukegan, Illinois ania Mines Asbestos, Quebec Munro, Ontario Lompoc, California Fiber glass research and technical center at Waterville, Ohio, now operated by Johns-Manville Fiber Glass Inc. Research and Engineering Centers Near Manville, New Jersey Fiber Glass Research and Technical Center Waterville, Ohio *Majority owned. 23 MTC 001632 (The notea on pages 26 to 3( 24 MTC 001633 d Consolidated Subsidiary Companies W are an integral part of these statements.) as MTC 001634 Notes to Financial Statements 1 On December 31, 1958, under a Plan and Agreement dated November 10, 1958, the business of Johns-Manville Corporation and that of L-O-F Glass Fibers Company were combined as a pooling of interests. Under the agreement there were distributed to the stockholders of L-O-F Glass Fibers Company one share of Johns-Manville Corporation stock (an aggregate of 1,094,787 shares) for each 2y2 shares of L-O-F Glass Fibers stock held by them. 2. Inventories are valued in accordance with the last-in, first-out inventory principle except L-O-F Glass Fibers inventories totalling 85,130,179, winch are valued at lower of average cost or market. 3- Current liabilities are as follows: United States and Canadian income taxes...................... Other taxes............................. Wages and compensation pay able and accrued vacation pay....................................... Accounts payable and other accrued liabilities.............. --December 31-- Including L-O-F G. F. Excluding L-O-F G. F. 1958 1 958 1957 $22,703,262 4,148,339 $21,346,274 4,047,758 $16,869,052 3,355,614 10,845,030 10,485,198 9,556,309 14,400,807 852,097,438 11,972,424 $47,851,654 12,982,065 $42,763,040 The fund for deferred expenditure was established to provide cash when needed for contingencies and for additions to plant facilities. In 1958 capital 26 MTC 001635 expenditures exhausted the fund. There are no present plans for renewal. S. Properties and plants are stated at cost less the following amounts of estimated depreciation and depletion: Including L-O-F G. F. 1958 8130,841,340 Excluding L-O-F G. F. 1958 1957 $121,334,934 $113,527,175 Other assets are as follows: Including L-O-F G. F. 1 958 Investments in and advances to unconsolidated subsidiaries (at cost or less).......... Prepaid and deferred charges. Accounts receivable from employees for stock purchases (Note 9)............................. Miscellaneous investments (at cost or less).................. $ 182,508 2,746,436 4,609,445 3,674,596 | $11,212,985 Excluding L-O-F G. F. 1958 1957 $ 182,508 2,515,289 $ 3,070,420 2,710,844 4,609,445 4,952,729 3,674,596 $10,981,838 3,618,809 $14,352,802 7. Long term obligations comprise notes bearing interest at 2.7 percent with principal payable $250,000 annually to July 15, 1966, balance payable July 15, 1967. The 27 MTC 001636 amount of the payment due on the following July 15 is included in current liabilities each year. .8 Reserves for contingencies, etc., include: -------------------------- December 31----------------------- Including L-O-F G. F. Excluding L-O-F G. F. 1958 1958 1957 Reserve for workmen's com pensation self-insurance. .. $ 425,000 Reserve for retired employees' group life self-insurance. .. Reserve for product guar antees................................... Reserve for contingencies.... 727,290 491,652 : 7,661,910 : 8 9,305,852 j $ 425,000 $ 425,000 727,290 604,674 491,652 7,661,910 $ 9,305,852 633,992 7,661,910 8 9,325,576 9. Par value of common stock is $5 per share. Of 25,000,000 shares authorized, 8,283,192 shares were issued and outstanding at December 31, 1958, including 1,094,787 shares issued in connection with the acquisition of L-0*F Glass Fibers Company (Note 1). 288,060 shares are reserved in connection with the employees' stock purchase plan. This plan, approved in 1958, permits eligible employees to purchase a limited number of shares of the Company's common stock at market price prevailing at time of purchase, to be paid for within ten years. Shares are issued and held by a trustee as security for unpaid amounts. A similar plan, approved in 1949, expired July 30, 1958. At December 31, 1958 the trustee held 145,038 shares issued under both plans. 212,380 shares are reserved in connection with the incentive stock option plan. This plan, approved by stockholders in 1954, permits key employees, including 2a MTC 001637 -sj 'fl officers and directors who are full-time employees of the Company or its sub sidiaries, to purchase shares at the fair market value thereof on the date the option is granted. Options may be exercised only after two years of continuous employment by the Company or its subsidiaries after the date of the grant of the option. At January 1, 1958 options on 63,080 shares at 837.75 per share and 18,800 shares at 841.87 is per share were unexercised. Under the terms of the agreement pursuant to which the Company acquired the assets of L-O-F Glass Fibers Company, the Company was required to deliver to employees of L-O-F G. F. holding options to purchase Common Shares of L-O-F G. F. substitute options to purchase shares of the Company's Common Stock on terms substantially as favorable as the L-O-F G. F. options. 48 such employees held options at December 31, 1958 to purchase an aggregate of 25,031 L-O-F G. F. Common Shares at prices ranging from $11 to $14.25 a share and the market price for L-O-F G. F. Common Shares was then approximately $20,875 a share. On that date the Company delivered to such employees sub stitute options to purchase a total of 10,010 shares of its Common Stock at prices ranging from $27.82 to $35.94 a share. During 1958 options on 10,900 shares were exercised at $37.75 per share and options on 8,700 shares at-$37.75 were cancelled. At the end of 1958 options on 72,290 shares were unexercised and 140,090 shares were available for further option. lO. Manufacturing cost, selling and administrative expenses include provisions for depreciation and depletion as follows: Depreciation........................... Depletion................................. --------------------- December 81-------------------- Including L-O-F G. F. Excluding L-O-F G. F. 1958 1958 1957 $15,279,623 501,351 $15,780,974 $13,924,123 501,351 $14,065,050 430,758 $14,425,474 $14,495,808 29 MTC 001638 Depreciation on Johns-Manville U. S. properties has been provided by the straight line method plus an amount equal to the tax savings realized by using accelerated methods on tax returns (see Note 11). Depreciation on Johns-Manville Canadian properties has been provided by the diminishing balance method. Depreciation on L-O-F Glass Fibers Company properties has been provided by the straight line method. .11 Taxes: United States and Canadian income taxes...................... Other taxes............................. uvcvmuvT o i Including L-O-F G. F. Excluding L-O-F G. F. 1958 1 1958 1957 $16,850,000 ! 7,846,497 j $15,150,000 7,296,344 $11,600,000 6,944,484 $24,696,497 $22,446,344 $18,544,484 For U. S. tax purposes, except for L-O-F Glass Fibers Company, sum-of-the-yearsdigits, declining balance or other accelerated methods of depreciation were applied as permitted by law. The related tax savings have been offset by an additional charge for depreciation (see Note 10). .12 Dividends include payments in lieu of dividends on shares of stock pledged under the employees' stock purchase plan. 30 MTC 001639 Accountants' Report To the Stockholders and Board of Directors of Johns-Manville Corporation, New York, N. Y. We have examined the statement of investment of JohnsManville Corporation and its Consolidated Subsidiary Companies (including L-O-F Glass Fibers Company) as of December 31, 1958 and of Johns-Manville Corporation and its Consolidated Subsidiary Companies (excluding L-O-F Glass Fibers Company) as of December 31, 1958 and 1957 and the related statement of earnings for the years then ended. We were furnished with financial statements of L-O-F Glass Fibers Company for the year 1958 together with the report thereon of other public accountants and also with financial statements of the Canadian Subsidiaries for the years 1958 and 1957, together with the reports thereon of Canadian Chartered Accountants. Our examination was made in accordance with gen erally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as we considered necessary in the circumstances. In our opinion, based upon our examination and upon the reports of other accountants, the accompanying statement of investment and related statement of earnings present fairly the financial position of Johns-Manville Corporation and its consolidated subsidiary companies (including L-O-F Glass Fibers Company) at December 31, 1958 and the results of their operations for the year then ended, and the financial position of Johns-Manville Corporation and its consolidated subsidiary companies (excluding L-O-F Glass Fibers Company) at December 31, 1958 and 1957 and the results of their operations for the years then ended, all in conformity with generally accepted accounting principles applied on a consistent basis. Lybrand, Ross Bros. & Montgomery, Certified Public Accountants. New York, January 26, 1959. Printed in U-S.A. 31 MTC 001640 CORPORATION MTC 001641