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/FIRST AND FINAL ADD -- DV005 -- MANVILLE PRELIMINARY RESULTS/

 /FIRST AND FINAL ADD -- DV005 -- MANVILLE PRELIMINARY RESULTS/
 MANVILLE CORPORATION
 CONSOLIDATED BUSINESS SEGMENTS
 (Thousands of dollars)
 Three Months
 Ended December 31,
 PAPERBOARD AND PACKAGING PRODUCTS 1991 1990
 Net Sales $265,622 $274,032
 Costs and Expenses 231,447 237,372
 Restructuring of Operations (Loss) (1,776) (1,661)
 Other Income (Loss), net (585) 2,644
 Income from Operations $ 31,814 $ 37,643
 ENGINEERED PRODUCTS
 Net Sales $111,656 $124,563
 Costs and Expenses 110,067 112,367
 Restructuring of Operations (Loss) (5,857) (15,180)
 Other Income, net 2,038 9,985
 Income (Loss) from Operations $ (2,230) $ 7,001
 BUILDING PRODUCTS
 Net Sales $132,592 $171,902
 Costs and Expenses 130,251 155,551
 Restructuring of Operations (Loss) (32,432) (1,956)
 Other Income (Loss), net (8,204) 1,604
 Income (Loss) from Operations $(38,295) $ 15,999
 CORPORATE AND ELIMINATIONS
 Net Sales $ (4,301) $(11,904)
 Costs and Expenses 6,591 (3,943)
 Restructuring of Operations Gain (Loss) 12,060 (18,884)
 Other (Loss), net (3,614) (3,103)
 (Loss) from Operations $ (2,446) $(29,948)
 CONSOLIDATED TOTAL COMPANY
 Net Sales $505,569 $558,593
 Costs and Expenses 478,356 501,347
 Restructuring of Operations (Loss) (28,005) (37,681)
 Other Income (Loss), net (10,365) 11,130
 Income (Loss) from Operations $(11,157) $ 30,695
 MANVILLE CORPORATION
 CONSOLIDATED BUSINESS SEGMENTS
 (Thousands of dollars)
 Twelve Months
 Ended December 31,
 PAPERBOARD AND PACKAGING PRODUCTS 1991 1990
 Net Sales $1,011,061 $ 892,393
 Costs and Expenses 873,522 747,073
 Restructuring of Operations Gain (Loss) (940) 180
 Other Income, net 7,923 13,735
 Income from Operations $ 144,522 $ 159,235

 ENGINEERED PRODUCTS
 Net Sales $ 476,046 $ 564,764
 Costs and Expenses 439,919 496,098
 Restructuring of Operations Gain (Loss) (12,632) 5,043
 Other Income, net 10,395 16,247
 Income from Operations $ 33,890 $ 89,956
 BUILDING PRODUCTS
 Net Sales $ 564,741 $ 714,474
 Costs and Expenses 562,106 663,363
 Restructuring of Operations (Loss) (45,015) (2,306)
 Other Income, net 2,901 5,113
 Income (Loss) from Operations $ (39,479) $ 53,918
 CORPORATE AND ELIMINATIONS
 Net Sales $ (26,480) $ (44,958)
 Costs and Expenses 20,242 (4,826)
 Restructuring of Operations (Loss) (5,561) (29,648)
 Other (Loss), net (10,966) (905)
 (Loss) from Operations $ (63,249) $ (70,685)
 CONSOLIDATED TOTAL COMPANY
 Net Sales $2,025,368 $2,126,673
 Costs and Expenses 1,895,789 1,901,708
 Restructuring of Operations (Loss) (64,148) (26,731)
 Other Income, net 10,253 34,190
 Income from Operations $ 75,684 $ 232,424
 MANVILLE CORPORATION
 CONSOLIDATED STATEMENT OF INCOME (LOSS) FROM OPERATIONS
 (Thousands of dollars)
 Three Months
 Ended December 31,
 OPERATIONS 1991 1990
 Net Sales $505,569 $558,593
 Cost of Sales 413,424 431,892
 Selling, General and Administrative 56,218 58,778
 Research, Development and Engineering 8,714 10,677
 Restructuring of Operations (Loss) (28,005) (37,681)
 Other Income (Loss), net (10,365) 11,130
 Income (Loss) from Operations $(11,157) $ 30,695
 Twelve Months
 Ended December 31,
 OPERATIONS 1991 1990
 Net Sales $2,025,368 $2,126,673
 Cost of Sales 1,640,199 1,648,784
 Selling, General and Administrative 219,602 212,133
 Research, Development and Engineering 35,988 40,791
 Restructuring of Operations (Loss) (64,148) (26,731)
 Other Income, net 10,253 34,190
 Income from Operations $ 75,684 $ 232,424
 MANVILLE CORPORATION
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL INFORMATION
 Note 1 -
 Effective January 1, 1991, the Company adopted Statement of
 Financial Accounting Standards No. 106, "Employers' Accounting for
 Postretirement Benefits Other Than Pensions" ("SFAS No. 106"), for
 its U.S. and Canadian postretirement medical and life insurance
 benefit plans. In accordance with the provisions of SFAS No. 106,
 postretirement benefit information for prior years has not been
 restated. The Company elected to immediately recognize the
 accumulated postretirement benefit obligation of $264.8 million,
 before income tax, upon adoption of SFAS No. 106. The Company has
 not yet determined the amount of the cumulative effect of the
 accounting change net of tax. Previously, retiree health and life
 insurance coverage benefits were expensed as incurred. The pre-
 tax effect of adopting SFAS No. 106 on 1991 income from operations
 is not significantly different from the amount that the Company
 would have recognized on the expense-as-incurred method.
 The Company expects that the Financial Accounting Standards Board
 will release a new accounting standard during February 1992 that
 changes the generally accepted method of accounting for income
 taxes. The Company plans to change its method of accounting for
 income taxes to comply with the provisions of the new accounting
 standard effective January 1, 1991. While the Company anticipates
 that it will record a benefit, it has not yet determined the
 amount of the cumulative effect of the accounting change nor the
 impact of the new method of accounting for income taxes on the
 1991 effective income tax rate.
 The following are tables of additional income statement line items
 before the impacts of tax:
 Three Months
 Ended December 31,
 (Thousands of dollars)
 1991 1990
 Interest Income $ 3,079 $ 3,532
 Interest Expense $(28,960) $(26,375)
 Income from Discontinued Operations,
 before tax --- $ 5,305
 Gain on disposal of Discontinued
 Operations, before tax --- $ 6,568
 Preference Stock Accretion $ (4,582) $ (4,038)
 Twelve Months
 Ended December 31,
 (Thousands of dollars)
 1991 1990
 Interest Income $ 38,523 $ 25,391
 Interest Expense $(112,117) $(108,517)
 Income from Discontinued Operations,
 before tax $ 6,370 $ 18,511
 Gain on disposal of Discontinued
 Operations, before tax $ 22,280 $ 6,568
 Cumulative Effect of a Change in
 Accounting for Postretirement
 Benefits Other than Pensions,
 before tax $(264,817) ---
 Preference Stock Accretion $ (17,099) $ (15,348)
 Note 2 -
 In 1982, the Company and its principal U.S. and Canadian
 subsidiaries filed petitions for reorganization under Chapter 11
 of the federal Bankruptcy Code. The filings were precipitated by
 contingent liabilities resulting from litigation arising out of
 the Company's previous asbestos-related business operations. In
 December 1986, the Plan of Reorganization (the "plan") was
 confirmed by the United States Bankruptcy Court for the Southern
 District of New York. The Order confirming the plan became final
 on November 28, 1988.
 The plan relieves the Company of the burden of defending thousands
 of asbestos lawsuits. This is accomplished through the creation
 of two independent trusts that were established to assume,
 administer, settle and pay claims. In lieu of bringing actions
 against the Company, asbestos claimants must assert their claims
 against the Manville Personal Injury Settlement Trust (the
 "personal injury trust") or the Manville Property Damage
 Settlement Trust (the "property damage trust"), which have been
 and will continue to be funded by the Company pursuant to the
 plan.
 The plan, a court order (the "Injunction") and the federal
 Bankruptcy Code together operate to prohibit all persons from
 taking any actions against the Company with respect to any past,
 present or future asbestos-related liabilities. The Injunction
 and the plan further prohibit the assertion of punitive damage
 claims by asbestos claimants against the Company or the personal
 injury trust or the property damage trust.
 Note 3 -
 Beginning in 1992 (based on the prior year's net earnings), the
 Company is obligated to pay to the personal injury trust, 20
 percent of net earnings (adjusted as specified in the definition
 of "Profits" in the glossary to the plan of reorganization).
 Thereafter, similar payments to the personal injury trust are due
 each year based on the prior year's net earnings. The profit
 sharing right of the personal injury trust is a right to annual
 payments if and when the Company has income and it is not a right
 or lien against the assets of the Company. The amount of the
 profit sharing becomes probable and reasonably estimable only when
 the Company has earnings. The profit sharing obligation is a
 period cost based on actual results of the period in which earned.
 The profit sharing obligation will exist for as long as the
 personal injury trust is in existence and any asbestos personal
 injury claims filed against the personal injury trust remain
 unpaid. After termination of the personal injury trust, the
 profit sharing obligation will be transferred to the property
 damage trust. Based upon a review of the existing and potential
 claims facing the two trusts, the Company believes that the profit
 sharing, for all practical purposes, will be paid in perpetuity
 unless the Company and the trusts agree to a restructuring or
 modification of the profit sharing obligation at some future date.
 The amount of the 1991 profit sharing accrual, if any, to be paid
 to the personal injury trust in 1992 is contingent upon the
 results of adopting the new proposed income tax accounting
 standard. Anticipated net after-tax adjustments to consolidated
 net income in arriving at profits, as defined, include (a) adding
 losses/subtracting gains on the sale, disposition or writedowns of
 assets not in the ordinary course of business; (b) adding goodwill
 amortization; and (c) adding the accrual or interest accretion
 related to the 9 percent interest deferred sinking fund
 debentures. Income tax impacts of the profit sharing charge on
 the Company's effective tax rate are not considered in arriving at
 profits as defined in the plan.
 Note 4 -
 The possibility of liquidity shortfalls on the part of the
 personal injury trust had been anticipated during the course of
 the bankruptcy proceedings. A series of negotiations between the
 Company and the personal injury trust ensued during 1989 on
 alternative methods of solving the trust's liquidity problems. On
 November 19, 1990, the Company and the personal injury trust
 entered into formal agreements with respect to an arrangement (the
 "Arrangement") for restructuring the timing of funding to the
 personal injury trust.
 The Arrangement is subject to numerous approvals and conditions,
 including, among other things, the definitive resolution of the
 limited fund class action lawsuit brought by a group of claimants
 against the personal injury trust to restructure the methods by
 which it resolves and pays claims, final orders reaffirming the
 Injunction separating the Company from asbestos claims, certain
 other legal matters and the receipt of consents from certain other
 persons.
 In 1990, a class action lawsuit was filed by certain plaintiffs
 against the personal injury trust to restructure the methods by
 which it resolves and pays claims. On May 16, 1991, U.S. District
 Judge Jack B. Weinstein and Chief Bankruptcy Judge Burton J.
 Lifland (the "Court") issued a joint memorandum, order and final
 judgement (the "Memorandum") which includes an order reaffirming
 the Injunction (the "Reaffirmation Order") and approved the
 restructuring of the personal injury trust in accordance with new
 distribution process guidelines. The Memorandum was modified in
 non-substantive respects on June 27, 1991. Thirteen appeals of
 the Memorandum as revised have been filed, none of which
 challenges the Reaffirmation Order. The Company is not a party to
 these court proceedings. As part of the plaintiffs' class action
 lawsuit against the personal injury trust, the court has
 determined the personal injury trust to be a limited fund whose
 projected obligations significantly exceed its assets. The new
 claims settlement procedures contemplate that the personal injury
 trust will sell its assets (which include its stock and debt
 ownership in the Company) during the foreseeable future in order
 to fund the trust's obligations because of the significant
 liquidity needs of the personal injury trust. Under the new
 personal injury trust distribution process, claimants with settled
 claims will receive a share of the annual funds available to the
 personal injury trust. These funds are to be paid pursuant to the
 new distribution process guidelines. Final resolution of appeals
 to the class action lawsuit is necessary before the Arrangement
 becomes effective.
 If the aforementioned conditions are satisfied, the Arrangement
 provides, among other things, that:
 Conversion of Preferred Stock
 The Series A Convertible Preferred Stock, par value $1.00 per
 share, of the Company, all of which is owned by the personal
 injury trust, would be converted by its terms into 72,000,000
 shares of Common Stock, par value $.01 per share, of the Company.
 Dividends
 The Company would pay pro rata dividends to all holders of Common
 Stock according to the following schedule and subject to the
 described conditions:
 1) $1.04 per share payable no later than 90 days after the
 finality of various court orders entered approving the
 settlement of the class action involving the personal
 injury trust and reaffirming the Injunction separating
 the Company from asbestos claims;
 2) $1.04 per share payable one year after the first
 dividend;
 3) $.42 per share payable in each of the second and third
 years after the first dividend; and
 4) In the third through sixth years after the first
 dividend, depending on the Company's annual performance,
 the Company would declare and pay additional annual
 dividends with a cumulative cap of $300 million.
 All of the dividends would be subject, among other things, to the
 Company's ability under applicable law to declare and pay
 dividends. All dividends after the initial dividend are subject
 to the Company being able to arrange financing on terms not
 substantially more onerous than those available to corporations
 with BB rated unsecured debt for substantially similar financing.
 To the extent that each of the financings required to make
 scheduled dividends has not been obtained, the second through the
 eighth dividends, or any portions thereof, would be deferred until
 such financing is obtained. Dividends will be cumulative and will
 not bear interest.
 The dividends have been accrued using the criteria for recording
 loss contingencies as prescribed in Statement of Financial
 Accounting Standards No. 5, "Accounting for Contingencies".
 Consequently, an accrual for the first four common dividends was
 recorded at the time of receipt of United States District Court
 orders approving new distribution process procedures for the
 personal injury trust and reaffirming the Injunction, because, in
 the Company's opinion, it is probable that all significant
 contingencies relating to these dividends have been resolved. No
 accrual will be made for the fifth through eighth dividends until
 such time as the amounts are estimable. Therefore, the December
 31, 1991 financial statements reflect a common dividend accrual of
 $358.6 million, representing the first four common dividend
 payments under the Arrangement.
 Dividends on the Company's Cumulative Preference Stock, Series B,
 may be paid beginning in 1994 at an annual rate of $2.70 per
 share, payable quarterly, but only at the discretion of the
 Company's Board of Directors after other funding requirements
 under the plan of reorganization have been met. Payment of the
 dividends to common shareholders under the Arrangement entitles
 the holders of the Cumulative Preference Stock, Series B, to cash
 dividends beginning in 1994 at an annual rate of $2.70 per share
 in any year in which a common dividend is declared relating to
 1994 and subsequent years. The Company currently anticipates that
 the first common dividend payment under the Arrangement will occur
 in late 1992 or early 1993. Accordingly, based on the above, an
 accrual of $36.3 million, which represents the pro rata discounted
 value of the 1994 and 1995 dividends to Series B cumulative
 preference stockholders, was reclassified from equity to non-
 current liabilities during 1991.
 Although accrued for financial reporting purposes, neither the
 common nor the Series B preference dividends have been declared by
 the Company's Board of Directors.
 Restructure Bonds
 The two bonds of the Company currently held by the personal injury
 trust (the "Bonds") would be exchanged for a new bond (the "New
 Bond"), which may be further exchanged into marketable bonds,
 pursuant to a Bond Exchange Agreement (the "Bond Agreement") in
 order to enhance the ability of the personal injury trust to sell
 all or portions of the bonds, while not materially changing the
 present value of the Company's payment obligations. This would be
 accomplished by permitting the personal injury trust, in
 connection with a contemporaneous sale to a third party, to
 exchange all or a portion of the New Bond for marketable bonds
 with a maturity shorter than those now held by the personal injury
 trust and by modifying the covenants applicable to the marketable
 bonds to approximate those currently contained in comparable
 public debt securities. At the time the Bonds are exchanged for
 the New Bond, the Bond Agreement will limit the Company's ability
 to declare and pay dividends on its capital stock, except
 dividends paid pursuant to the Arrangement. The restrictions on
 dividends under the Bond Agreement pertain primarily to the
 Company meeting financial tests regarding net income.
 Modify Covenants
 Certain of the restrictive covenants contained in contracts
 between the Company and the personal injury trust would be
 modified. These covenant modifications would permit greater
 flexibility to the Company in the issuance of equity and debt
 securities, in the payment of further common dividends and in
 making certain types of investments.
 Note 5 -
 In July, 1989, a lawsuit filed by the Company against Guardian
 Industries Corporation of Northville, Michigan culminated in the
 Company being awarded approximately $15 million in a patent
 infringement judgement. In January, 1991, a U.S. appeals court
 upheld the judgement. The award proceeds, approximately $40
 million including accrued interest, were received in February,
 1991. The original $15 million judgement, net of approximately $2
 million of deferred litigation costs, was reflected in other
 income in the Company's first quarter 1991 financial statements.
 Approximately $25 million of the proceeds was reflected in
 interest income.
 Note 6 -
 The fourth quarter 1991 restructuring of operations loss of $28
 million reflects a $40 million charge for write-down of assets and
 provisions for severance and related costs as the Company
 continues to rationalize its operations and overhead levels
 primarily in the Building Products and Engineered Products
 segments. This ced on the sale of a remediated superfund site. The
 restructuring of operations loss for the twelve months ended
 December 31, 1991, also includes additional charges for
 rationalizing operations and overhead charges and additional
 charges for environmental clean-up reserves.
 The fourth quarter 1990 restructuring charge relates to
 professional fees accrued for restructuring of the personal injury
 trust refinancing Arrangement. Also included in the 1990 year-to-
 date restructuring of operations is a gain on the sales of the
 Company's overseas and domestic refractory ceramic fiber
 businesses of approximately $20 million, offset in part by other
 restructuring adjustments.
 Note 7 -
 Effective July 31, 1991, the Company sold its worldwide filtration
 and industrial minerals businesses known as Celite Corporation for
 cash resulting in a gain before income taxes of $22.3 million.
 Accordingly, the operating results of the discontinued operations
 were excluded from the determination of income from continuing
 operations for all periods presented. As a result of adopting
 SFAS No. 106, the Company recognized a curtailment gain of $2.1
 million on the sale of discontinued operations. This gain was
 included in the gain on sale of discontinued operations.
 Net sales applicable to the discontinued operations amounted to
 $31,652,000 for the fourth quarter of 1990, and $57,635,000 and
 $118,679,000 for the twelve months ended December 31, 1991 and
 1990, respectively.
 Note 8 -
 The Company has terminated a $159 million domestic revolving
 credit facility that was collateralized by inventory and accounts
 receivable. The revolving credit facility had no funded debt
 outstanding. To replace the former revolving credit facility, the
 Company is in the process of establishing a receivable sales
 facility which is expected to be operational in the second quarter
 of 1992.
 Note 9 -
 The Company reports the results of the Paperboard and Packaging
 Products segment (formerly the Forest Products segment), the
 Engineered Products segment and the Building Products segment.
 The Company's paper products, packaging machinery, wood products
 and energy businesses are included in the Paper and Packaging
 segment. The Engineered Products segment includes the industrial
 fiber glass insulations and the mats, fiber and reinforcements
 businesses. In addition, the Engineered Products segment includes
 the refractory ceramic fiber businesses sold in the second quarter
 of 1990. Included as part of the Building Products segment are
 the Company's building insulations, roofing and mechanical
 insulations businesses. The Company has reclassified the
 presentation of prior year and quarter business segment
 information to conform with the current presentation format.
 Net sales included in Corporate and Eliminations relate
 principally to the elimination of intersegment sales (at prices
 approximating market). Intersegment sales principally relate to
 sales from the Engineered Products segment to the Building
 Products segment.
 The Company's equity investment in the Stillwater platinum and
 palladium mining operations is the only significant asset of the
 former Mining and Minerals business segment that was not included
 in the disposal. Financial results for Stillwater are now
 included under Corporate and Eliminations for business segment
 reporting purposes.
 -0- 2/12/92 A DV005
 /END OF FIRST AND FINAL ADD -- MANVILLE PRELIMINARY RESULTS/
 (MVL) CO: Manville Corporation ST: Colorado IN: PAP SU: ERN


BB -- DV005A -- 9385 02/12/92 16:24 EST
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