SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 _______
A. Full title of the plan:
SHAW INDUSTRIES, INC.
RETIREMENT SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office:
SHAW INDUSTRIES, INC.
P.O. Drawer 2128
Dalton, Georgia 30722-2128
<PAGE>
Shaw Industries, Inc.
Retirement Savings Plan
Financial Statements and Schedules
as of December 31, 1997 and 1996
Together With
Auditors' Report
<PAGE>
SHAW INDUSTRIES, INC.
RETIREMENT SAVINGS PLAN
FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1997 AND 1996
TABLE OF CONTENTS
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS:
Statement of Net Assets Available for Plan Benefits, With Fund
Information--December 31, 1997
Statement of Net Assets Available for Plan Benefits, With Fund
Information--December 31, 1996
Statement of Changes in Net Assets Available for Plan Benefits, With Fund
Information, for the Year Ended December 31, 1997
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
SCHEDULES SUPPORTING FINANCIAL STATEMENTS:
Schedule I: Item 27a--Schedule of Assets Held for Investment
Purposes--December 31, 1997
Schedule II: Item 27d--Schedule of Reportable Transactions for the Year
Ended December 31, 1997
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Administrative Committee of the
Shaw Industries, Inc.
Retirement Savings Plan:
We have audited the accompanying statements of net assets available for plan
benefits, with fund information of SHAW INDUSTRIES, INC. RETIREMENT SAVINGS PLAN
(the "Plan") as of December 31, 1997 and 1996, and the related statement of
changes in net assets available for plan benefits, with fund information for the
year ended December 31, 1997. These financial statements and the schedules
referred to below are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements and
schedules 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 plan benefits of the plan as
of December 31, 1997 and 1996, and the changes in net assets available for plan
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 of assets held
for investment purposes and reportable transactions 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 Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974. The fund information in the
statements of net assets available for plan benefits and the statement of
changes in net assets available for plan 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/ ARTHUR ANDERSEN LLP
- -----------------------
Arthur Andersen LLP
Chattanooga, Tennessee
June 1, 1998
<PAGE>
<TABLE>
<CAPTION>
SHAW INDUSTRIES, INC.
RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1997
Participant-Directed
Stable Large
Value Company Balanced Bond
Fund Stock Fund Fund Fund
<S> <C> <C> <C> <C>
ASSETS:
Investments:
Cash equivalents .............................. $ 17,836,502 $ 0 $ 0 $ 0
Investments, at fair value (Notes 2 and 3):
Mutual funds ................................ 10,418,449 77,735,001 42,058,908 3,127,350
Company stock fund .......................... 0 0 0 0
Investments, at contract value (Notes 2 and 3):
Group annuity insurance contracts ........... 92,133,317 0 0 0
------------ ------------ ------------ ------------
Total investments ........................ 120,388,268 77,735,001 42,058,908 3,127,350
------------ ------------ ------------ ------------
Receivables:
Employee contributions ........................ 342,307 177,917 106,817 12,478
Employer contributions ........................ 76,651 68,025 41,518 4,637
Interest and dividend income .................. 16,106 0 0 0
------------ ------------ ------------ ------------
Total receivables ........................ 435,064 245,942 148,335 17,115
------------ ------------ ------------ ------------
Total assets ............................. 120,823,332 77,980,943 42,207,243 3,144,465
LIABILITIES:
Refunds payable to participants ................. 58,703 207,470 129,401 7,762
------------ ------------ ------------ ------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS ............. $120,764,629 $ 77,773,473 $ 42,077,842 $ 3,136,703
============ ============ ============ ============
Participant-Directed
International Small Shaw
Company Company Industries
Stock Fund Stock Fund Stock Fund Total
Investments:
Cash equivalents .............................. $ 0 $ 0 $ 36,867 $ 17,873,369
Investments, at fair value (Notes 2 and 3):
Mutual funds ................................ 6,097,766 29,598,752 0 169,036,226
Company stock fund .......................... 0 0 5,229,657 5,229,657
Investments, at contract value (Notes 2 and 3):
Group annuity insurance contracts ........... 0 0 0 92,133,317
------------ ------------ ------------ ------------
Total investments ........................ 6,097,766 29,598,752 5,266,524 284,272,569
------------ ------------ ------------ ------------
Receivables:
Employee contributions ........................ 28,627 113,380 26,608 808,134
Employer contributions ........................ 10,527 44,477 10,323 256,158
Interest and dividend income .................. 0 0 197 16,303
------------ ------------ ------------ ------------
Total receivables ........................ 39,154 157,857 37,128 1,080,595
------------ ------------ ------------ ------------
Total assets ............................. 6,136,920 29,756,609 5,303,652 285,353,164
LIABILITIES:
Refunds payable to participants ................. 29,702 109,386 18,751 561,175
------------ ------------ ------------ ------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS ............. $ 6,107,218 $ 29,647,223 $ 5,284,901 $284,791,989
============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
<TABLE>
<CAPTION>
SHAW INDUSTRIES, INC.
RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1996
Participant-Directed
Stable Large
Value Company Balanced
Fund Stock Fund Fund Total
<S> <C> <C> <C> <C>
ASSETS:
Investments:
Cash equivalents .............................. $ 18,501,421 $ 0 $ 0 $ 18,501,421
Investments, at fair value (Notes 2 and 3):
Mutual funds ............................... 9,771,970 77,992,166 27,453,769 115,217,905
Investments, at contract value (Notes 2 and 3):
Group annuity insurance contracts .......... 99,500,201 0 0 99,500,201
------------- ------------ ----------- -------------
Total investments ......................... 127,773,592 77,992,166 27,453,769 233,219,527
------------- ------------ ----------- -------------
Receivables:
Employee contributions ........................ 244,056 78,984 51,899 374,939
Employer contributions ........................ 100,545 33,738 20,982 155,265
Interest and dividend income .................. 23,737 787,398 52 811,187
------------- ------------ ----------- -------------
Total receivables ........................ 368,338 900,120 72,933 1,341,391
------------- ------------ ----------- -------------
Total assets ............................. 128,141,930 78,892,286 27,526,702 234,560,918
LIABILITIES:
Refunds payable to participants .................. 331,383 253,097 167,631 752,111
------------- ------------ ----------- -------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS .............. $127,810,547 $78,639,189 $27,359,071 $233,808,807
============= ============ =========== =============
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
<TABLE>
<CAPTION>
SHAW INDUSTRIES, INC.
RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS,
WITH FUND INFORMATION,
FOR THE YEAR ENDED DECEMBER 31, 1997
Participant-Directed
Stable Large
Value Company Balanced Bond
Fund Stock Fund Fund Fund
<S> <C> <C> <C> <C>
ADDITIONS:
Investment income:
Net appreciation (depreciation) in
fair value of investments .... $ (295,951) $ 15,985,460 $ 3,746,742 $ 94,095
Interest and dividends .......... 8,426,908 3,548,446 3,194,331 158,031
------------- ------------- ------------- -------------
Total investment income .... 8,130,957 19,533,906 6,941,073 252,126
------------- ------------- ------------- -------------
Contributions:
Employee contributions .......... 9,630,604 7,152,869 4,551,736 581,800
Employer contributions .......... 4,528,747 2,795,514 1,835,918 193,169
------------- ------------- ------------- -------------
Total contributions ........ 14,159,351 9,948,383 6,387,654 774,969
------------- ------------- ------------- -------------
Total additions ............ 22,290,308 29,482,289 13,328,727 1,027,095
------------- ------------- ------------- -------------
DEDUCTIONS:
Administrative expenses ............ 722,664 158,838 92,330 6,298
Benefit payments to participants ... 12,889,533 5,613,097 3,001,090 140,892
------------- ------------- ------------- -------------
Total deductions ........... 13,612,197 5,771,935 3,093,420 147,190
------------- ------------- ------------- -------------
INTERFUND TRANSFERS ................... (15,724,029) (24,576,070) 4,483,464 2,256,798
------------- ------------- ------------- -------------
INCREASE (DECREASE) IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS ........ (7,045,918) (865,716) 14,718,771 3,136,703
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
beginning of year
127,810,547 78,639,189 27,359,071 0
------------- ------------- ------------- -------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
end of year
------------- ------------- ------------- -------------
$ 120,764,629 $ 77,773,473 $ 42,077,842 $ 3,136,703
============= ============= ============= =============
Participant-Directed
International Small Shaw
Company Company Industries
Stock Fund Stock Fund Stock Fund Total
ADDITIONS:
Investment income:
Net appreciation (depreciation) in
fair value of investments .... $ (434,833) $ (2,766,132) $ (707,722) $ 15,621,659
Interest and dividends .......... 651,064 1,385,202 104,085 17,468,067
------------- ------------- ------------- -------------
Total investment income .... 216,231 (1,380,930) (603,637) 33,089,726
------------- ------------- ------------- -------------
Contributions:
Employee contributions .......... 1,223,936 5,911,183 1,112,661 30,164,789
Employer contributions .......... 431,777 2,210,974 443,393 12,439,492
------------- ------------- ------------- -------------
Total contributions ........ 1,655,713 8,122,157 1,556,054 42,604,281
------------- ------------- ------------- -------------
Total additions ............ 1,871,944 6,741,227 952,417 75,694,007
------------- ------------- ------------- -------------
DEDUCTIONS:
Administrative expenses ............ 12,849 73,737 11,117 1,077,833
Benefit payments to participants ... 245,389 1,579,535 163,456 23,632,992
------------- ------------- ------------- -------------
Total deductions ........... 258,238 1,653,272 174,573 24,710,825
------------- ------------- ------------- -------------
INTERFUND TRANSFERS ................... 4,493,512 24,559,268 4,507,057 0
------------- ------------- ------------- -------------
INCREASE (DECREASE) IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS ........ 6,107,218 29,647,223 5,284,901 50,983,182
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
beginning of year
0 0 0 233,808,807
------------- ------------- ------------- -------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
end of year
------------- ------------- ------------- -------------
$ 6,107,218 $ 29,647,223 $ 5,284,901 $ 284,791,989
============= ============= ============= =============
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
SHAW INDUSTRIES, INC.
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1997 AND 1996
1. DESCRIPTION AND ADMINISTRATION OF THE PLAN
The following description of the Shaw Industries, Inc. Retirement Savings
Plan (the "Plan") is provided for general information purposes only. More
complete information regarding the Plan's provisions may be found in the
plan document.
General
The Plan was adopted by the board of directors of Shaw Industries, Inc.
(the "Company") effective April 1, 1986. The Plan was formed under Sections
401(a) and 401(k) of the Internal Revenue Code ("IRC") as a defined
contribution, tax-exempt profit-sharing/savings plan. Eligible plan members
make tax-deferred contributions to the Plan, and the Company matches these
employee contributions on a percentage basis. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974 , as
amended ("ERISA").
Employees are eligible to participate on the January 1, April 1, July 1, or
October 1 coinciding with or following the date they complete one year of
service with the Company.
Contributions
Under the terms of the Plan, a participant may defer up to 15% of his
annual salary, subject to certain IRC limits on pretax deferrals. The
Company matches 50% of the participant's contribution up to 5% of his
salary and 25% on contributions greater than 5% up to 15%. For the retail
business unit, the Company matches 25% of the participant's contribution up
to 15% of his salary.
Participant contributions are deducted from payroll and, as directed by the
participants, are deposited in any combination of several investment
options, as long as the allocations to each of the options are in 5%
increments. The Company's contributions are directed in the same manner as
the employee's contribution.
Participant Accounts
Individual accounts are maintained for each of the Plan's participants to
reflect the participant's contributions and related employer matching
contributions as well as an allocation of investment income and
administrative expenses.
<PAGE>
Net investment income of each fund is determined separately by the Plan's
trustees and is allocated to the members of that fund in the same
proportion that the value of their accounts in the fund bears to the total
value of all accounts in that fund.
Vesting and Benefit Distribution
Participants are 100% vested and have nonforfeitable interests in their
contributions and subsequent investment growth. Employees must have at
least three years of company service in order to be vested in the company
matching contributions unless the Plan is terminated, in which case
employees are fully vested. Upon death, permanent disability, retirement at
age 65, retirement at age 62 with five years of service, or termination of
employment, the balance in the participant's account will be paid in cash
to the participant or his designated beneficiary. Payment will be made
either in a lump sum or in installments over a period not to exceed ten
years, at the option of the participant. The Plan has established a
provision for participants to make withdrawals from their accounts under
certain "hardship" conditions if approved by the plan administrator.
Forfeitures
Forfeitures of nonvested company matching contributions are used to reduce
company matching contributions. Unutilized forfeitures at December 31, 1997
and 1996 were $184,853 and $1,862, respectively.
Plan Termination
Although it has not expressed any intent to do so, the Company reserves the
right to terminate the Plan at any time subject to the provisions of ERISA.
In the event of termination, participants will become fully vested in their
account balances.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER MATTERS
Basis of Accounting
The accompanying financial statements and schedules are presented on the
accrual basis of accounting.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to use estimates and
assumptions that affect the net assets available for plan benefits and the
changes therein. Actual results could differ from these estimates.
Investment Valuation and Fund Composition
The Plan's assets are held by a bank-administered trust and are invested in
seven funds: the Stable Value Fund (formerly the Guaranteed Fund), the
Large Company Stock Fund (formerly the Investment Fund), the Balanced Fund,
<PAGE>
the Bond Fund, the International Company Stock Fund, the Small Company
Stock Fund, and the Shaw Industries Stock Fund. Investments of the trust,
except for the guaranteed investment contracts ("GICs"), are stated at fair
value based on quoted market prices. Fully benefit-responsive GICs are
valued at contract value, which represents the principal balance of the
investment contracts, plus accrued interest at the stated contract rate,
less payments received and contract charges by the insurance company. At
December 31, 1997, the weighted average crediting interest rate was 5.71%.
For the year ended December 31, 1997, the annual yield on the GICs was
8.47%. The fair value of the investment contracts as of December 31, 1997
and 1996 was approximately $91,650,527 and $100,523,808, respectively.
The Stable Value Fund (formerly the Guaranteed Fund) is invested, at the
direction of the Plan's administrative committee, in contracts with
insurance companies, in contracts with banks, or in one or more mutual
funds which invest solely in interest-bearing obligations. This investment
option has the lowest level of risk and the lowest anticipated long-term
rate of return. At present, the Stable Value Fund is invested in
interest-bearing contracts with major, top-rated insurance companies and in
one mutual fund.
The Large Company Stock Fund (formerly the Investment Fund) does not
guarantee a fixed rate of return. It is primarily invested in the Vanguard
Institutional Index Fund. This mutual fund invests in common stocks and
similar equity securities. Investment income on the account's transactions
is reinvested. The fund is valued at its proportionate share of the market
value of the account's underlying investments at the financial statement
date.
The Balanced Fund does not guarantee a fixed rate of return. It is
primarily invested in the Dodge & Cox Balanced Fund. This mutual fund
invests in a combination of common stocks and fixed income securities.
Investment income on the account's transactions is reinvested. The fund is
valued at its proportionate share of the market value of the account's
underlying investments at the financial statement date.
The Bond Fund is primarily invested in the Dodge & Cox Income Fund. This
fund invests the majority of its assets in various debt obligations issued
or guaranteed by the U.S. government or other investment-grade securities.
The International Company Stock Fund is invested primarily in the Templeton
Foreign Fund. This fund invests the majority of its assets in stocks and
bonds of companies and governments outside the United States in order to
achieve long-term capital growth. It maintains a flexible investment policy
and can invest in both developed and underdeveloped foreign countries.
The Small Company Stock Fund invests primarily in the Parkstone Small
Capitalization Institutional Fund. This fund seeks to achieve long-term
growth of capital investing in the stocks of small capitalization
companies.
<PAGE>
The Shaw Industries Stock Fund is invested in the shares of Shaw
Industries, Inc. stock. Plan participants are limited to investing a
maximum of 25% of their existing account balance or current deferral
election in this fund.
The net appreciation (depreciation) in fair value of investments in the
accompanying statement of changes in net assets available for plan benefits
reflects both realized and unrealized gains and losses. Purchases and sales
of securities are reflected on a trade-date basis.
Tax Status
The Internal Revenue Service issued a determination letter dated September
25, 1996 stating that the Plan was designed in accordance with applicable
IRC requirements as of June 24, 1994. The Plan has been amended since
receiving the determination letter. However, the plan administrator
believes that the Plan is currently designed and is being operated in
compliance with the applicable requirements of the IRC. Therefore, the plan
administrator believes that the Plan was qualified and the related trust
was tax-exempt as of the financial statement dates.
Administrative Expenses
Administrative expenses include trustee, record-keeping, and legal fees,
all of which are paid by the Plan.
3. INVESTMENTS
The trustee of the Plan held the Plan's investments and executed
transactions therein. Plan investments at December 31, 1997 and 1996 which
represent 5% or more of the Plan's investments are as follows:
1997
State Street Bank & Trust Company short-term
investment .............................. $17,836,502
Vanguard Institutional Index Fund .......... 77,735,001
Dodge & Cox Balanced Fund .................. 42,058,908
Parkstone Small Capitalization Institutional 29,598,752
Fund
Principal Mutual Life Insurance Company,
guaranteed investment contract, 5.5%, due
December 29, 2000 ....................... 14,733,800
1996
Nations Cash Reserves, money market fund ... $18,501,421
Prudential Insurance Company, guaranteed
investment contract, 5.5%, June 30, 1998 14,857,380
Principal Mutual Life Insurance Company,
guaranteed investment contract, 5.5%, due
December 29, 2000 ....................... 12,699,267
Continental Assurance, guaranteed investment
contract, 7.18%, due December 31, 1998 .. 12,893,377
Vanguard Institutional Index Fund .......... 77,992,166
Dodge & Cox Balanced Fund .................. 27,453,769
4. RECONCILIATION TO FORM 5500
As of December 31, 1997 and 1996, the Plan had $934,420 and $2,837,552,
respectively, of pending distributions to participants who elected to
withdraw from the Plan. These amounts are recorded as a liability in the
Plan's Form 5500; however, these amounts are not recorded as a liability in
the accompanying statements of net assets available for plan benefits in
accordance with generally accepted accounting principles.
The following table reconciles net assets available for plan benefits per
the financial statements to the Form 5500 as filed by the Company for the
years ended December 31, 1997 and 1996:
<TABLE>
<CAPTION>
Net Assets
Benefits Payable to 1997
Participants Benefits Available for Plan Benefits
1997 1996 Paid 1997 1996
<S> <C> <C> <C> <C> <C>
Per financial
statements ...... $ 0 $ 0 $ 23,632,991 $ 284,791,989 $ 233,808,807
1997 amounts pending
distribution to
participants .... 934,420 0 934,420 (934,420) 0
1996 amounts pending
distribution to
participants .... 0 2,837,552 (2,837,552) 0 (2,837,552)
---------- ------------ ------------- -------------- --------------
Per Form 5500 ...... $ 934,420 $ 2,837,552 $ 21,729,859 $ 283,857,569 $ 230,971,255
========== ============ ============= ============== ==============
</TABLE>
5. SUBSEQUENT EVENTS
On February 9, 1998, the Company commenced a "dutch auction" tender offer
to acquire up to approximately 10,600,000 shares of its common stock,
representing approximately 8.1% of its currently outstanding shares. Under
the terms of the offer, the Company's shareholders, including plan
participants, could tender their shares at a price within a range of $11 to
$14 per share for a period of 20 business days. In addition, the Company
announced that no further cash dividends would be paid in fiscal 1998
subsequent to the quarterly dividend on February 27, 1998 to shareholders
of record on February 16, 1998.
<PAGE>
Effective June 1, 1998, all funds invested in the Parkstone Small
Capitalization Institutional Fund will be liquidated and invested in the
Lazard Small Capitalization Fund.
Effective July 1, 1998, a Mid Capitalization Fund will be added as a new
investment fund. The new fund, PIMCO Mid Capitalization Growth Fund,
invests in equity securities of U.S. based Companies with market
capitalization between $1 billion and $5 billion.
<PAGE>
SCHEDULE I
<TABLE>
<CAPTION>
SHAW INDUSTRIES, INC.
RETIREMENT SAVINGS PLAN
ITEM 27a--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1997
<S> <C> <C>
Face Amount Current
or Units Identity of Issuer and Description of Asset Cost Value
17,836,502 * State Street Bank & Trust Company Short-Term Investment $ 17,836,502 $ 17,836,502
1,044,980 Van Kampen Merritt Prime Rate Income Trust 10,493,735 10,418,449
3,026,076 John Hancock Life Insurance Company, guaranteed investment contract, 5.5%, due August 3,026,076 3,026,076
1, 2000
6,722,353 Life Insurance Company of Virginia, guaranteed investment contract, 6.9%, due 6,722,353 6,722,353
December 31, 2001
6,723,545 Security Life of Denver, guaranteed investment contract, 6.98%, due June 28, 2002 6,723,544 6,723,544
7,525,040 Allstate Life, guaranteed investment contract, 5.5%, due July 1, 1999 7,525,040 7,525,040
10,856,327 Allstate Life, guaranteed investment contract, 5.5%, due January 4, 2000 10,856,327 10,856,327
5,812,500 Commonwealth Life, guaranteed investment contract, 5.5%, due June 28, 1999 5,812,500 5,812,500
9,670,041 Commonwealth Life, guaranteed investment contract, 5.5%, due June 30, 1998 9,670,041 9,670,041
6,909,560 Continental Assurance, guaranteed investment contract, 5.5%, due December 31, 1998 6,909,560 6,909,560
8,886,893 Metropolitan Life, guaranteed investment contract, 5.5%, due June 29, 2001 8,886,893 8,886,893
3,025,984 John Hancock Life Insurance Company, guaranteed investment contract, 5.5%, due August 3,025,984 3,025,984
1, 2000
6,587,261 Prudential Insurance Company, guaranteed investment contract, 5.5%, due December 31, 6,587,261 6,587,261
1998
14,733,800 Principle Mutual Life Company, guaranteed investment contract, 5.5%, due December 29, 14,733,800 14,733,800
2000
1,653,938 Prudential Insurance Company, guaranteed investment contract, 5.5%, due June 30, 1998 1,653,938 1,653,938
258,887 Dodge & Cox Income Fund 3,038,244 3,127,350
629,813 Dodge & Cox Balanced Fund 35,656,419 42,058,908
867,966 Vanguard Institutional Index Fund 61,830,151 77,735,001
612,841 Templeton Foreign Fund 6,518,818 6,097,766
36,867 * State Street Bank Money Market Fund 36,867 36,867
449,863 * Shaw Industries, Inc. common stock 5,947,609 5,229,657
1,135,792 Parkstone Small Capitalization Institutional Fund 31,960,722 29,598,752
------------- ------------
$265,452,384 $284,272,569
============= ============
</TABLE>
*Represents a party in interest.
The accompanying notes are an integral part of this schedule.
<PAGE>
SCHEDULE II
<TABLE>
<CAPTION>
SHAW INDUSTRIES, INC.
RETIREMENT SAVINGS PLAN
ITEM 27d--SCHEDULE OF REPORTABLE TRANSACTIONS (a)
FOR THE YEAR ENDED DECEMBER 31, 1997
Purchases
-------------------------------------
Current Value
of Asset on
Identity of Party Involved and Description Number of Purchase Transaction
of Asset Transactions Price Date
<S> <C> <C> <C>
* Nations Cash Reserves, money market fund 252 $35,288,511 $35,288,511
* State Street Bank & Trust Co. .......... 50 26,653,018 26,653,018
Prudential Insurance Company,
guaranteed investment contract, ..... 13 485,025 485,025
5.5%, due June 30, 1998
Parkstone Small Capitalization ......... 77 37,743,002 37,743,002
Institutional Fund
Vanguard Institutional Index Fund ...... 75 14,593,626 14,593,626
Dodge & Cox Balanced Fund .............. 80 13,358,102 13,358,102
</TABLE>
<TABLE>
<CAPTION>
Sales
-------------------------------------------------------------------
Current Value
of Asset on Realized
Number of Selling Cost of Transaction Gain
Transactions Price Assets Date (Loss)
<S> <C> <C> <C> <C> <C>
* Nations Cash Reserves, money market fund 262 $53,789,931 $53,789,931 $53,789,931 $ 0
* State Street Bank & Trust Co. .......... 41 10,816,516 10,816,516 10,816,516 0
Prudential Insurance Company,
guaranteed investment contract, ..... 1 13,688,468 13,688,468 13,688,468 0
5.5%, due June 30, 1998
Parkstone Small Capitalization ......... 44 5,207,065 5,611,245 5,207,065 (404,180)
Institutional Fund
Vanguard Institutional Index Fund ...... 45 31,623,591 30,559,641 31,623,591 1,063,950
Dodge & Cox Balanced Fund .............. 42 2,499,734 2,039,725 2,499,734 377,644
</TABLE>
*Represents a party-in-interest.
(a)Represents a transaction or a series of transactions in excess
of 5% of the current value of plan assets as of the
beginning of the year.
The accompanying notes are an integral part of this schedule.
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference of our report dated June 1, 1998, included in this annual report of
Shaw Industries, Inc. Retirement Savings Plan on Form 11-K for the year ended
December 31, 1997, into the Plan's previously filed Registration Statement No.
333-17303.
/s/ ARTHUR ANDERSEN LLP
- -----------------------
Arthur Andersen LLP
Chattanooga, Tennessee
June 25, 1998
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Shaw Industries, Inc. Retirement Savings Plan Committee has duly caused this
annual report to be signed by the undersigned thereunto duly authorized.
SHAW INDUSTRIES, INC.
RETIREMENT SAVINGS PLAN
/s/ KENNETH G. JACKSON
-------------------------
Kenneth G. Jackson
Savings Plan Committee
June 25, 1998
