UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
-------------------
FORM 11-K
(Mark One)
|X|ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 For the fiscal year ended December 31, 1998
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from _____________________ to _____________________
Commission file number 1-6853
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>
Retirement Savings Plan
Financial Statements and Schedules
as of December 31, 1998 and 1997
Together With
Auditors' Report
<PAGE>
SHAW INDUSTRIES, INC.
RETIREMENT SAVINGS PLAN
FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1998 AND 1997
TABLE OF CONTENTS
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS:
Statement of Net Assets Available for Plan Benefits, With Fund
Information--December 31, 1998
Statement of Net Assets Available for Plan Benefits, With Fund
Information--December 31, 1997
Statement of Changes in Net Assets Available for Plan Benefits, With Fund
Information, for the Year Ended December 31, 1998
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
SCHEDULES SUPPORTING FINANCIAL STATEMENTS:
Schedule I: Item 27a--Schedule of Assets Held for Investment
Purposes--December 31, 1998
Schedule II: Item 27d--Schedule of Reportable Transactions for the Year
Ended December 31, 1998
<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 as of December 31, 1998 and 1997, and the related statement of changes in
net assets available for plan benefits, with fund information for the year ended
December 31, 1998. 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, 1998 and 1997, and the changes in net assets available for plan
benefits for the year ended December 31, 1998, 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.
ARTHUR ANDERSEN LLP
Atlanta, Georgia
May 26, 1999
<PAGE>
<TABLE>
<CAPTION>
SHAW INDUSTRIES, INC.
RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1998
Participant-Directed
---------------------------------------------------------
Stable Large
Value Company Balanced Bond
Fund Stock Fund Fund Fund
------------ ------------- ------------ -----------
<S> <C> <C> <C> <C>
ASSETS:
Investments:
Cash equivalents .......................... 223 0 0 0
Investments, at fair value (Notes 2 and 3):
Mutual funds ........................... 11,096,571 108,576,588 43,043,256 5,996,947
Collective investment trust ............ 9,528,809 0 0 0
Company stock .......................... 0 0 0 0
Investments, at contract value (Note 2):
Group annuity insurance contracts ...... 115,168,531 0 0 0
------------ ------------ ------------ ------------
Total investments ................... 135,794,134 108,576,588 43,043,256 5,996,947
------------ ------------ ------------ ------------
Receivables:
Employee contributions .................... 102,780 79,974 39,661 6,829
Employer contributions .................... 43,406 31,705 15,950 2,777
Interest and dividend income .............. 513,306 0 0 0
------------ ------------ ------------ ------------
Total receivables ................... 659,492 111,679 55,611 9,606
------------ ------------ ------------ ------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS .......... $136,453,626 $108,688,267 $ 43,098,867 $ 6,006,553
============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
(CONT.)
Participant-Directed
---------------------------------------------------------
International Small Medium Shaw
Company Company Company Industries
Stock Fund Stock Fund Stock Fund Stock Fund Total
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
ASSETS:
Investments:
Cash equivalents .......................... 0 0 0 34,144 34,367
Investments, at fair value (Notes 2 and 3):
Mutual funds ........................... 6,193,757 21,809,363 2,316,354 0 199,032,836
Collective investment trust ............ 0 0 0 0 9,528,809
Company stock .......................... 0 0 0 14,402,342 14,402,342
Investments, at contract value (Note 2):
Group annuity insurance contracts ...... 0 0 0 0 115,168,531
------------ ------------ ------------ ------------ ------------
Total investments ................... 6,193,757 21,809,363 2,316,354 14,436,486 338,166,885
------------ ------------ ------------ ------------ ------------
Receivables:
Employee contributions .................... 7,607 32,655 4,303 11,694 285,503
Employer contributions .................... 3,038 13,401 1,629 4,714 116,620
Interest and dividend income .............. 0 0 0 0 513,306
------------ ------------ ------------ ------------ ------------
Total receivables ................... 10,645 46,056 5,932 16,408 915,429
------------ ------------ ------------ ------------ ------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS .......... $ 6,204,402 $ 21,855,419 $ 2,322,286 $ 14,452,894 $339,082,314
============ ============ ============ ============ ============
</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, 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 .......................... 0 0 0 0
Investments, at contract value (Note 2):
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
============ ============ ============ ============
(cont.)
Participant-Directed
---------------------------------------------------------
International Small Shaw
Company Company Industries
Stock Fund Stock Fund Stock Fund Total
------------ ------------ ------------ ------------
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 .......................... 0 0 5,229,657 5,229,657
Investments, at contract value (Note 2):
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 CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS,
WITH FUND INFORMATION,
FOR THE YEAR ENDED DECEMBER 31, 1998
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 ................... (44,039) 21,156,872 (1,196,674) 32,001
Interest and dividends ..................... 8,170,246 2,087,825 3,795,954 290,223
------------- ------------- ------------- -------------
Total investment income (loss) ...... 8,126,207 23,244,697 2,599,280 322,224
------------- ------------- ------------- -------------
Contributions:
Employee contributions ..................... 8,963,398 8,872,538 4,599,363 667,644
Employer contributions ..................... 3,779,717 3,666,829 1,949,774 268,917
Rollovers .................................. 1,699,371 215,559 25,049 11,755
------------- ------------- ------------- -------------
Total contributions ................. 14,442,486 12,754,926 6,574,186 948,316
------------- ------------- ------------- -------------
Total additions ..................... 22,568,693 35,999,623 9,173,466 1,270,540
------------- ------------- ------------- -------------
DEDUCTIONS:
Administrative expenses ....................... 475,399 159,488 69,466 9,376
Benefit payments to participants .............. 11,450,070 7,752,378 3,605,113 505,448
------------- ------------- ------------- -------------
Total deductions .................... 11,925,469 7,911,866 3,674,579 514,824
------------- ------------- ------------- -------------
INTERFUND TRANSFERS ............................... 5,045,773 2,827,037 (4,477,862) 2,114,134
INCREASE (DECREASE) IN NET ASSETS AVAILABLE FOR
PLAN BENEFITS ................................. 15,688,997 30,914,794 1,021,025 2,869,850
NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning
of year ....................................... 120,764,629 77,773,473 42,077,842 3,136,703
------------- ------------- ------------- -------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of year $ 136,453,626 $ 108,688,267 $ 43,098,867 $ 6,006,553
============= ============= ============= =============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
International Small Medium Shaw
Company Company Company Industries
Stock Fund Stock Fund Stock Fund Stock Fund Total
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
ADDITIONS:
Investment income:
Net appreciation (depreciation) in fair
value of investments ................... (1,041,414) (4,432,066) 119,120 6,862,146 21,455,946
Interest and dividends ..................... 666,938 334,309 117,222 143,769 15,606,486
------------- ------------- ------------- ------------- -------------
Total investment income (loss) ...... (374,476) (4,097,757) 236,342 7,005,915 37,062,432
------------- ------------- ------------- ------------- -------------
Contributions:
Employee contributions ..................... 1,245,556 4,508,850 130,338 1,214,368 30,202,055
Employer contributions ..................... 511,207 1,906,570 48,519 496,924 12,628,457
Rollovers .................................. 13,939 46,049 6,431 14,417 2,032,570
------------- ------------- ------------- ------------- -------------
Total contributions ................. 1,770,702 6,461,469 185,288 1,725,709 44,863,082
------------- ------------- ------------- ------------- -------------
Total additions ..................... 1,396,226 2,363,712 421,630 8,731,624 81,925,514
------------- ------------- ------------- ------------- -------------
DEDUCTIONS:
Administrative expenses ....................... 12,171 44,972 1,802 16,426 789,100
Benefit payments to participants .............. 649,707 2,058,832 38,554 785,987 26,846,089
------------- ------------- ------------- ------------- -------------
Total deductions .................... 661,878 2,103,804 40,356 802,413 27,635,189
------------- ------------- ------------- ------------- -------------
INTERFUND TRANSFERS ............................... (637,164) (8,051,712) 1,941,012 1,238,782 0
INCREASE (DECREASE) IN NET ASSETS AVAILABLE FOR
PLAN BENEFITS ................................. 97,184 (7,791,804) 2,322,286 9,167,993 54,290,325
NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning
of year ....................................... 6,107,218 29,647,223 0 5,284,901 284,791,989
------------- ------------- ------------- ------------- -------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of year $ 6,204,402 $ 21,855,419 $ 2,322,286 $ 14,452,894 $ 339,082,314
============= ============= ============= ============= =============
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
- 6 -
SHAW INDUSTRIES, INC.
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS and Schedules
December 31, 1998 and 1997
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. During 1997, the Company acquired several
retail stores. Employees of these newly acquired stores were given credit
for prior service towards meeting eligibility requirements.
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%. The Company
matched 25% of the participant's contribution up to 15% of his salary for
the retail business unit until its disposition in August, 1998.
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.
<PAGE>
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.
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 are 100% vested
in the company matching contributions after three years of service 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, 1998 and 1997 were $704,727 and $184,853, 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.
<PAGE>
Investment Valuation and Fund Composition
The Plan's assets are held by a bank-administered trust and are invested
in eight funds: the Stable Value Fund, the Large Company Stock Fund, the
Balanced Fund, the Bond Fund, the International Company Stock Fund, the
Small Company Stock Fund, the Medium 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, 1998, the weighted average crediting interest rate was 6.6%.
For the year ended December 31, 1998, the annual yield on the GICs was
7%. The fair value of the investment contracts as of December 31, 1998
and 1997 was approximately $117,581,747 and $91,650,527, respectively.
The Stable Value Fund is invested in contracts with insurance companies,
in contracts with banks, or in one or more mutual funds which invest
solely in interest-bearing obligations. The fund is actively managed by
Dwight Asset Management Company for the year ended December 31, 1998.
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, in one mutual fund, and in one collective investment trust.
The Large Company Stock Fund does not guarantee a fixed rate of return.
It is invested in the Vanguard Institutional Index Fund, which is a
Standard and Poor's 500 index fund. This mutual fund invests in common
stocks and similar equity securities. The fund seeks long-term growth of
capital and income from dividends.
The Balanced Fund does not guarantee a fixed rate of return. It is
invested in the Dodge & Cox Balanced Fund. This mutual fund invests in a
combination of common stocks and fixed income securities. The fund seeks
to provide shareholders with regular income, conservation of principal
and an opportunity for long-term growth of principal and income by
investing in a diversified portfolio of stocks and bonds.
The Bond Fund is 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 fund seeks to provide shareholders with a high and stable rate of
current income, consistent with long-term preservation of capital, by
investing in a diversified portfolio of high-quality bonds and other
fixed-income securities.
The International Company Stock Fund is invested 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.
<PAGE>
The Small Company Stock Fund was previously invested in the Parkstone
Small Capitalization Institutional Fund. During 1998, this fund was
liquidated and reinvested in the Lazard Small Capitalization
Institutional Fund. This fund seeks to achieve long-term growth of
capital investing in the stocks of small capitalization companies.
Effective July 1, 1998, the Medium Company Stock Fund was added as an
investment option. This fund invests in the PIMCO Advisors Institute
Cadence Middle Capitalization Growth Fund. This fund seeks to achieve
growth of capital by investing in equity securities of United States
companies with medium market capitalization, targeting companies with
market values between $1 billion and $5 billion.
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 investment
management fees, all of which are paid by the Plan.
<PAGE>
3. INVESTMENTS
The trustee of the Plan held the Plan's investments and executed
transactions therein. Plan investments at December 31, 1998 and 1997
which represent 5% or more of the Plan's investments are as follows:
1998
------------
Dwight Asset Management Target 5 Fund, 6.6%,
due January 1, 2000 .................................. $ 24,886,790
Dodge & Cox Balanced Fund .............................. 43,043,256
Vanguard Institutional Index Fund ...................... 108,576,588
Lazard Small Capitalization Institutional Fund ......... 21,809,363
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 Fund ...... 29,598,752
Principal Mutual Life Insurance Company, guaranteed
investment contract, 5.5%, due December 29, 2000 ... 14,733,800
4. RECONCILIATION TO FORM 5500
As of December 31, 1998 and 1997, the Plan had $2,162,518 and $934,420,
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.
<PAGE>
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, 1998 and 1997:
<TABLE>
<CAPTION>
Net Assets
Benefits Payable to Available for Plan
Participants 1998 Benefits
----------------------------- Benefits ------------------------------
1998 1997 Paid 1998 1997
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Per financial statements 0 0 $ 26,846,089 $ 339,082,314 $ 284,791,989
1998 amounts pending
distribution to
participants ....... 2,162,518 0 2,162,518 (2,162,518) 0
1997 amounts pending
distribution to
participants ....... 0 934,420 (934,420) 0 (934,420)
------------- ------------- ------------- ------------- -------------
Per Form 5500 .......... $ 2,162,518 $ 934,420 $ 28,074,187 $ 336,919,796 $ 283,857,569
============= ============= ============= ============= =============
</TABLE>
5. SUBSEQUENT EVENT
Effective January 1, 1999, the 25% investment limit on the Shaw
Industries Stock Fund discussed in Note 2 was eliminated. Participants
may now invest any portion of their existing balance or current deferral
percentage in this fund option.
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE I
SHAW INDUSTRIES, INC.
RETIREMENT SAVINGS PLAN
ITEM 27A--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1998
Face Amount Current
or Units Identity of Issuer and Description of Asset Cost Value
- ---------- --------------------------------------------------------------------------------------------- ------------ ------------
<S> <C> <C>
9,528,809 SEI Stable Asset Fund $ 9,528,809 $ 9,528,809
34,367 * State Street Bank & Trust Company Short-Term Investment Fund 34,367 34,367
1,117,479 Van Kampen Merritt Prime Rate Income Trust 11,215,897 11,096,569
3,009,133 John Hancock Life Insurance Company, guaranteed investment contract, 3.9%, due August 1, 2000 3,009,133 3,009,133
7,145,587 Life Insurance Company of Virginia, guaranteed investment contract, 6.9%, due December 31, 2001 7,145,587 7,145,587
7,151,856 Security Life of Denver, guaranteed investment contract, 6.98%, due June 28, 2002 7,151,856 7,151,856
8,093,249 Allstate Life, guaranteed investment contract, 8.28%, due July 1, 1999 8,093,249 8,093,249
11,527,754 Allstate Life, guaranteed investment contract, 6.37%, due January 4, 2000 11,527,754 11,527,754
24,886,790 * Dwight Asset Management Target 5 Fund, 6.60%, due January 1, 2000 24,886,790 24,886,790
6,206,355 Commonwealth Life, guaranteed investment contract, 8.19%, due June 28, 1999 6,206,355 6,206,355
9,473,894 Metropolitan Life, guaranteed investment contract, 7.24%, due June 29, 2001 9,473,894 9,473,894
14,000,000 METLIFE, guaranteed investment contract, 6.25%, due April 30, 2044 14,000,000 14,000,000
3,009,754 John Hancock Life Insurance Company, guaranteed investment contract, 4.17%, due August 1, 2000 3,009,754 3,009,754
5,126,486 John Hancock Life Insurance Company, guaranteed investment contract, 6.10%, due
December 15, 2002 5,126,486 5,126,486
15,537,675 Principle Mutual Life Company, guaranteed investment contract, 5.98%, due December 28, 2000 15,537,675 15,537,675
489,547 Dodge & Cox Income Fund 5,901,738 5,996,947
659,970 Dodge & Cox Balanced Fund 38,897,498 43,043,256
962,132 Vanguard Institutional Index Fund 74,396,495 108,576,588
738,231 Templeton Foreign Fund 7,443,819 6,193,757
593,911 * Shaw Industries, Inc. common stock 8,522,590 14,402,342
100,188 Pimco Advisors Institute Cadence Middle Capitalization Growth Fund 2,191,981 2,316,354
1,254,132 Lazard Small Capitalization Institutional Fund 25,108,398 21,809,363
------------ ------------
$298,410,125 $338,166,885
============ ============
</TABLE>
*Represents a party in interest.
The accompanying notes are an integral part of this schedule.
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE II
SHAW INDUSTRIES, INC.
RETIREMENT SAVINGS PLAN
ITEM 27D--SCHEDULE OF REPORTABLE TRANSACTIONS (A)
FOR THE YEAR ENDED DECEMBER 31, 1998
Purchases Sales
---------------------------------- ----------------------------------------------------
Number Current Value Number Current Value
of of Asset on of of Asset on Realized
Identity of Party Involved and Trans- Purchase Transaction Trans- Selling Cost of Transaction Gain
Description of Asset actions Price Date actions Price Assets Date (Loss)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SEI Stable Asset Fund ........................ 42 $16,740,986 $16,740,986 33 $ 7,212,178 $ 7,212,178 $ 7,212,178 $ 0
*Dwight Asset Management Target 5 Fund ....... 12 24,886,790 24,886,790 0 0 0 0 0
*State Street Bank & Trust Co. ............... 64 138,869,651 138,869,651 61 156,708,653 156,708,653 156,708,653 0
Vanguard Institutional Index Fund ............ 94 21,993,859 21,993,859 99 12,309,144 9,427,515 12,309,144 2,881,629
Lazard Small Capitalization Institutional Fund 55 32,335,194 32,335,194 59 5,891,313 9,588,766 5,891,313 (3,697,453)
Parkstone Small Capitalization Institutional . 28 2,694,780 2,694,780 41 32,495,984 32,293,532 32,495,984 202,452
Fund
</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>
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, 1999
<PAGE>
Consent of Independent Public accountants
As independent public accountants, we hereby consent to the incorporation by
reference of our report dated May 26, 1999, included in this annual report of
Shaw Industries, Inc. Retirement Savings Plan on Form 11-K for the year ended
December 31, 1998, into the Plan's previously filed Registration Statement No.
333-62915.
ARTHUR ANDERSEN LLP
Atlanta, Georgia
June 24, 1999
